What changed in this filing

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Item 9A. Controls and Procedures

2024-02-22 compared with 2023-02-23 · 551 added, 649 removed, 2261 unchanged (35% of the section changed)

12 unchanged sentences

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.

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 2023 annual meeting of stockholders and the information contained under “Information About our Executive Officers” in Part I, Item 1, “Business,” in this report is incorporated herein by reference.

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.

5 unchanged sentences

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.

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.

Certain Relationships and Related Transactions, and Director Independence.

18 unchanged sentences

Exhibit 3.i to Mosaic’s Current Report on Form 8-K dated May 19, 2016 and filed on May 23, 2016 (2)

Amended and Restated Bylaws of Mosaic, effective March 5, 2020

Exhibit 3.1 to Mosaic’s Current Report on Form 8-K dated March 5, 2020 and filed on March 6, 2020 (2)

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)

Indenture dated as of October 24, 2011, between Mosaic and U.S.

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 .

1 unchanged sentence

Exhibit 4.1 to Mosaic’s Current Report on Form 8-K dated October 24, 2011 and filed on October 24, 2011 (2)

4.iii Description of Registrant ’ s Common Stock

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

15 unchanged sentences

10.iii.c.1 (3)

Mosaic Nonqualified Deferred Compensation Plan, as amended and restated effective October 9, 2008

Exhibit 10.iii.b.

to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended November 30, 2008 (2)

10.iii.c.2 (3)

Amendment dated April 13, 2011, to the Mosaic Nonqualified Deferred Compensation Plan, as amended and restated effective October 9, 2008

Exhibit 10.iii.r.

to Mosaic’s Annual Report on Form 10-K for the Fiscal Year ended May 31, 2011 (2)

Mosaic Nonqualified Deferred Compensation Plan, as amended and restated effective December 15, 2023

10.iii.c.2 (3)

4 unchanged sentences

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.c.5 (3)

Amendment dated December 20, 2018, to the Mosaic Nonqualified Deferred Compensation Plan, as amended and restated effective October 9, 2008.

Exhibit 10.iii.c.5 to Mosaic’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2018

10.iii.c.6 (3)

Amendment dated December 16, 2020, to the Mosaic Nonqualified Deferred Compensation Plan, as amended and restated effective October 9, 2008

Exhibit 10.iii.c.6 to Mosaic’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2020

10.iii.d.1 (3)

3 unchanged sentences

Exhibit 10.iii.d.2.

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

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)

15 unchanged sentences

to Mosaic’s Current Report on Form 8-K dated October 8, 2008, and filed on October 14, 2008 (2)

Summary of Board of Director Compensation of Mosaic

Exhibit 10.iii.a.

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

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).

Executive Perquisite Program

13 unchanged sentences

10.iii.k3 (3)

Form of Employee Restricted Stock Unit Award Agreement under the 2014 Incentive Plan, approved March 2, 2016

Exhibit 10.iii.e.

to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2016 (2)

10.iii.k.4 (3)

Form of Director Restricted Stock Unit Award Agreement under the 2014 Incentive Plan, approved May 19, 2016

1 unchanged sentence

10.iii.k.4 (3)

Form of Employee TSR Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 1, 2017

Exhibit 10.iii.k.1 to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2017 (2)

10.iii.k.6 (3)

Form of Executive TSR Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 1, 2017

Exhibit 10.iii.k.2 to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2017 (2)

10.iii.k.7 (3)

Form of Retention Award Agreement under the 2014 Incentive Plan, approved October 31, 2019

Exhibit 10.2 to Mosaic’s Current Report on Form 8-K dated October 31, 2019 and filed on November 4, 2019

10.iii.k.8 (3)

Form of Executive TSR Cash Settled Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 6, 2019

Exhibit 10.iii.k.11 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019

10.iii.k.9 (3)

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

7 unchanged sentences

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

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

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.v.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)

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)

10.v.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

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)

2 unchanged sentences

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

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

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96.1 Florida Phosphate Mining Technical Report Summary

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

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

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

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

97.1 Incentive Compensation Recovery Policy

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.

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THE MOSAIC COMPANY

/s/ James “Joc” C.

James “Joc” C.

Chief Executive Officer and President

2 unchanged sentences

Name Title Date

/s/ James “Joc” C.

O’Rourke Chief Executive Officer and President and Director (principal executive officer) February 23, 2023

James “Joc” C.

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

Bodine Chief Executive Officer and President and Director (principal executive officer) February 22, 2024

Freeland Executive Vice President and Chief Financial Officer (principal financial officer) February 22, 2024

/s/ Russell A.

21 unchanged sentences

Selling, General and Administrative Expenses

Impairment, Restructuring and Other

Other Operating Expenses

1 unchanged sentence

Foreign Currency Transaction Gain (Loss)

Other Income/Expense

Equity in Net Earnings (Loss) of Nonconsolidated Companies

Provision for (Benefit from) Income Taxes

Other ( Expense) Income

Equity in Net Earnings of Nonconsolidated Companies

Provision for Income Taxes

Critical Accounting Estimates

34 unchanged sentences

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

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

Intersegment eliminations, unrealized mark-to-market gains/losses on derivatives, debt expenses, 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.

18 unchanged sentences

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

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

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 of our ammonia from a single supplier.

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.

29 unchanged sentences

Cost of goods sold 11,485.5 13,369.4 9,157.1 (1,883.9) (14) % 4,212.3 46 %

Gross margin 5,755.8 3,200.3 1,064.9 2,555.5 80 % 2,135.4 NM

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 %

2 unchanged sentences

Other operating expenses 372.0 472.5 143.2 (100.5) (21) % 329.3 NM

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

1 unchanged sentence

Other (expense) income (76.8) (102.5) 3.9 25.7 (25) % (106.4) NM

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

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

Earnings 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 (loss) of nonconsolidated companies 196.0 7.8 (93.8) 188.2 NM 101.6 (108) %

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 %

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

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 %

3 unchanged sentences

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.

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

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

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

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

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

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

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

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

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

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

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

The most significant of which were as follows:

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

• Foreign currency transaction loss of $79 million, or $(0.16) per diluted share

• Discrete income tax provision of $43 million, or $(0.11) per diluted share

• Other operating expenses of $50 million, or $(0.10) per diluted share, related to maintaining closed and indefinitely idled facilities

• Depreciation expense of $37 million, or $(0.08) per diluted share, related to the acceleration of the closure of our K1 and K2 mine shafts at our Esterhazy, Saskatchewan mine

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

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

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

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

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

or the “ Acquired Business ”)

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

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

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.

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.

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 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.

1 unchanged sentence

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

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

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.

5 unchanged sentences

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

Other highlights in 2022 include :

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

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

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

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

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

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

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

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

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

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

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

Year ended December 31, 2021 :

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

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

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

The purchase prices of these raw materials are driven by global supply and demand.

In addition, during the first half of 2021, availability of molten sulfur was impacted by refinery closures in 2020 and 2021, due to lower fuel demand and extreme cold weather in the first quarter of 2021 in the southern U.S., where several refineries are located.

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

Operating results in 2021 were also unfavorably

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

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

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

Prices continued to increase throughout 2021.

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

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

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

The favorable results were partially offset by lower sales volumes due to lower product availability and production challenges, low inventory levels and increased raw materials costs, as global prices of sulfur and ammonia were higher in 2021 compared to 2020.

Phosphates Net Sales and Gross Margin

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Cost of goods sold 4,022.2 4,425.2 3,617.5 (403.0) (9) % 807.7 22 %

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

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 %

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

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

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

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

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

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

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

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

compared to the prior-year period.

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

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

Our average consumed price for ammonia in our North American operations increased to $603 per tonne in 2022 from $396 a year ago.

The average consumed price for sulfur for our North American operations increased to $368 per long ton for the year ended December 31, 2022 from $181 in the prior-year period.

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

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.

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

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

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

For the year ended December 31, 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.

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Year Ended December 31, 2023 compared to Year Ended December 31, 2022

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

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

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

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

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

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

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

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

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 increased to $112.6 million for the year ended December 31, 2022, from $42.0 million in the prior year.

The fluctuations in Canadian resource taxes and royalties are due to higher average selling prices and margins in the current year, compared to the prior year.

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

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

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

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

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

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

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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.

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

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

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

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

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

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

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

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

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

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

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

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 $391 per long ton for the year ended December 31, 2022, compared to $194 in the prior year.

The purchase price of these raw materials is driven by global supply and demand, and also includes transportation, transformation, and storage costs.

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 was 4.0 million tonnes for each of the years ended December 31, 2022 and 2021.

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, Streamsong Resort ® results of operations, and the results of the China and India distribution businesses.

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

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

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

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

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

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

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

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

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Other (expense) income (76.8) (102.5) 3.9 25.7 (25) % (106.4) NM

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

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

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

Impairment, Restructuring and Other Expenses

Impairment, restructuring and other expenses include costs associated with asset impairments, employee severance and pension expense, and other exit costs to close or indefinitely idle facilities.

Due to increased brine inflows, on June 4, 2021, we made the decision to accelerate the timing of the shutdown of our K1 and K2 mine shafts at our Esterhazy, Saskatchewan potash mine.

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

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

We had no such expenses in 2022.

The increase was primarily due to approximately $18 million of higher consulting and

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

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

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

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

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

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 of U.S.

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

dollar relative to the Canadian dollar on significant intercompany loans.

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

Equity in Net Earnings (Loss) of Nonconsolidated Companies

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.

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

Provision for (Benefit from) Income Taxes

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

Tax Rate Provision for

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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, 2022, tax expense specific to the period included a net expense of $26.2 million.

The net expense relates to the following:

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

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

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.

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

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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.

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

We regularly assess the likelihood of material adverse

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

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

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

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as such, we accrue and expense reclamation costs as we mine.

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

In 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.

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We make estimates for income taxes in three major areas:

uncertain tax positions, valuation allowances, and U.S.

valuation allowances, uncertain tax positions, and U.S.

deferred income taxes on our non-U.S.

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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, 2022, and 2021, we had a valuation allowance of $909.9 million and $774.7 million, respectively.

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.

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

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

tax authorities where settlements could result in different tax outcomes than what is currently accounted for.

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.

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income tax perspective.

Additionally, there will not be any foreign tax credits associated with foreign dividends.

Additionally, there will not be any foreign tax credits associated with foreign, non-branch, dividends.

Therefore, there are no material federal U.S.

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However, since there are no U.S.

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

the earnings are not permanently reinvested.

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

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

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

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

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

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

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

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Our capital allocation priorities include maintaining our target investment grade metrics and financial strength, sustaining our assets, including ensuring the safety and reliability of our assets, investing to grow our business, either through organic growth or taking advantage of strategic opportunities, and returning excess cash to stockholders, including paying our dividend.

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

During 2023, we returned capital to our stockholders through share repurchases of $756.0 million and by paying dividends of $351.6 million.

Our Board of Directors also approved an increase to our annual dividend to $0.84 per share, beginning with the dividend declared on December 15, 2023.

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

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

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

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

In addition, we had $0.8 billion of commercial arrangements for certain customer purchases in Brazil through structured payable arrangements, as discussed in Note 11 of our Notes to Consolidated Financial Statements.

As of December 31, 2023, we had cash and cash equivalents of $348.8 million, marketable securities held in trusts to fund future obligations of $683.6 million, long-term debt including current maturities of $3.4 billion, short-term debt of $399.7 million and stockholders’ equity of $12.4 billion.

In addition, we had $399.9 million of commercial arrangements for certain customer purchases in Brazil through structured payable arrangements, as discussed in Note 11 of our Notes to Consolidated Financial Statements.

All of our cash and cash equivalents are diversified in highly rated investment vehicles.

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Sources and Uses of Cash

As of December 31, 2022, we had cash and cash equivalents and restricted cash of $0.7 billion.

As of December 31, 2023, we had cash and cash equivalents and restricted cash of $348.8 million.

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

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

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

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

We expect our capital expenditures to be approximately $1.2 billion in 2024.

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

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

Other large cash obligations are our AROs and other

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

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

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

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Our results of operations, after non-cash adjustments to net earnings, contributed $2.0 billion to cash flows from operating activities during 2023, compared to $4.9 billion during 2022.

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

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

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

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

our Phosphate and Potash segments.

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

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

During 2023, we had a favorable change in assets and liabilities of $401.7 million, compared to an unfavorable change of $992.5 million during 2022.

The change in assets and liabilities for the year ended December 31, 2023, was primarily driven by favorable changes in accounts receivable of $526.3 million and inventories of $1.1 billion, partially offset by unfavorable impacts from changes in accounts payable and accrued liabilities of $1.1 billion and other current and noncurrent assets of $239.2 million.

The change in accounts receivable was driven primarily by lower selling prices at the end of the current year compared to the prior year.

The change in inventories was driven primarily by a decrease in raw material prices and a decrease in inventory volumes, across our segments.

These changes were partially offset by a decrease in accounts payable and accrued liabilities which was primarily driven by a decrease in customer prepayments in Brazil and a decrease in raw material purchase prices.

The increase in current and noncurrent assets was primarily due to an increase in taxes receivable and cloud computing costs in the current year.

Investing Activities

Net cash used in investing activities for the year ended December 31, 2023, was comparable to the same period a year ago at $1.3 billion, primarily driven by capital expenditures of $1.4 billion in 2023.

During 2023, we also completed the sale of the Resort for net proceeds of $158.4 million and purchased the other 50% equity of GSS for $41.0 million.

GSS is now wholly-owned by Mosaic.

Financing Activities

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

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

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

Net payments on structured accounts payable were $16.1 million.

Net cash used in financing activities was $1.5 billion for the year ended December 31, 2023, compared to $2.7 billion in the prior year.

In 2023, we made repurchases of our common stock of $756.0 million and paid dividends of $393.1 million.

We also made net payments on our long-term debt of $95.3 million and had net payments on structured accounts payable of $384.7 million.

In 2023, we also received net proceeds from short-term borrowings of $175.1 million.

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

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

We also have a surety bond of $303.1 million with the EPA which was delivered as a substitute for the financial assurance provided through a trust (the “ Plant City Trust ”).

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

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

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

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

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

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

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

The value of the AROs for closure and post-closure care of Mosaic’s Gypstacks, discounted to the present value, based on a credit-adjusted, risk-free rate, is reflected on our Consolidated Balance Sheets in the amount of approximately $1.0 billion as of December 31, 2022.

For financial reporting purposes, we recognize the AROs based on the estimated future closure and post-closure costs of Gypstacks, the undiscounted value of our North America Gypstacks is approximately $2.9 billion.

The value of the AROs for closure and post-closure care of our North America Gypstacks, discounted to the present value, based on a credit-adjusted, risk-free rate, is reflected on our Consolidated Balance Sheets in the amount of approximately $1.2 billion as of December 31, 2023.

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

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Associated with these assets are two related financial assurance arrangements for which we became responsible and that provided sources of funds for the estimated Gypstack Closure Costs for these facilities, pursuant to federal or state law, which the government can draw against in the event we cannot perform such closure activities.

One was initially a trust (the “ Plant City Trust ”) established to meet the requirements under a consent decree with EPA and the FDEP with respect to U.S.

One was initially the Plant City Trust established to meet the requirements under a consent decree with EPA and the FDEP with respect to U.S.

Resource Conservation and Recovery Act (“ RCRA ”) compliance at Plant City that also satisfied Florida financial assurance requirements at that site.

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Foreign Currency Exchange Rates

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.

Due to the global nature of our operations, we are exposed to currency exchange rate changes, which may cause fluctuations in our earnings and cash flows.

Our primary foreign currency exposures are the Canadian dollar and Brazilian real.

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

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

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

As of December 31, 2023 and 2022, the fair value of our major foreign currency exchange contracts was an asset of $28.4 million and a liability of $27.3 million, respectively.

We recorded an unrealized gain of $53.6 million in cost of goods sold and recorded an unrealized gain of $2.6 million in foreign currency transaction gain (loss) in the Consolidated Statements of Earnings for 2023.

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

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dollar 1.3430 1.3445 — 1.3157 1.3382 —

Foreign Currency Exchange Collars

Canadian Dollar $ — $ 0.4

Notional (million US$) - long Canadian dollars $ — $ — $ — $ 15.5 $ — $ —

Weighted Average Participation Rate - Canadian dollar to U.S.

dollar — — — 1.3433 — —

Weighted Average Protection Rate - Canadian dollar to U.S.

dollar — — — 1.2875 — —

Foreign Currency Exchange Non-Deliverable Forwards

Brazilian Real $ 14.6 $ —

Notional (million US$) - short Brazilian real $ — $ — $ — $ 531.5 $ — $ —

Weighted Average Rate - Brazilian real to U.S.

dollar — — — 5.7121 — —

Notional (million US$) - long Brazilian real $ 741.7 $ — $ — $ — $ — $ —

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dollar 83.7458 — — 82.3814 — —

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

Notional (million US$) - long Indian rupee — — — $ 40.2 $ — $ —

Weighted Average Rate - Indian rupee to U.S.

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and (x) assuring accountability of all managers and other employees for EHS performance.

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

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

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

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

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

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

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

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

For example, 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.

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

In 2023, excluding capital expenditures arising out of the consent decrees referred to under “EPA RCRA Initiative” in Note 14 of our Notes to Consolidated Financial Statements, we expect environmental capital expenditures to total approximately $300 million, primarily related to:

In 2024, excluding capital expenditures

arising out of the consent decrees referred to under “EPA RCRA Initiative” in Note 14 of our Notes to Consolidated Financial Statements, we expect environmental capital expenditures to total approximately $360 million, primarily related to:

(i) modification or construction of waste management infrastructure and water treatment systems;

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In 2025, we estimate environmental capital expenditures will be approximately $360 million and expenditures for land reclamation activities, Gypstack closure and water treatment activities are expected to be approximately $240 million.

We spent approximately $450 million and $410 million for the years ended December 31, 2022 and 2021, respectively, for environmental capital expenditures, land reclamation activities, Gypstack closure and water treatment activities.

We spent approximately $470 million for the years ended December 31, 2023 and 2022, respectively, for environmental capital expenditures, land reclamation activities, Gypstack closure and water treatment activities.

No assurance can be given that greater-than-anticipated EHS capital expenditures or land reclamation, Gypstack closure or water treatment expenditures will not be required in 2024 or in the future.

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Expanding our operations or extending operations into new areas is also predicated upon securing the necessary environmental or other permits or approvals.

We have been engaged in, and over the next several years will be continuing, efforts to obtain permits in support of our anticipated Florida operations at certain of our properties.

We have been engaged in, and over the next several years will be continuing, efforts to obtain permits in support of our planned Florida operations at certain of our properties.

For years, we have successfully permitted properties and anticipate that we will be able to permit these properties as well.

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Federal Initiatives to Define “ Waters of the United States.

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

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

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

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

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

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

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

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

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

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

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

District Court for the Southern District of Texas;

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

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

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

Supreme Court decided Sackett v.

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

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

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

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

A broad definition of WOTUS, and thus the scope of federal jurisdiction, increases the time required to identify wetlands and waterways subject to federal regulatory and permitting requirements, and the amount and type of mitigation required to compensate for impacts to jurisdictional WOTUS caused by our mining operations.

On May 25, 2023, the U.S.

Supreme Court issued its opinion in Sackett v EPA , which significantly limits water features that can be considered WOTUS and therefore subject to CWA Section 404 jurisdiction.

The Sackett decision is binding nationwide as to the determination of which wetlands and waters are subject to the CWA.

The Sackett decision invalidated the January 18, 2023, definition of WOTUS promulgated by EPA which had expanded federal jurisdiction.

In response to Sackett , on August 29, 2023, EPA issued a final rule intended to conform its definition of WOTUS to the Sackett decision;

the conforming rule became effective on September 8, 2023.

As a result of ongoing litigation, the January 2023 WOTUS rule, as “conformed” by the September 2023 rule, is being implemented only in 23 states, the District of Columbia, and the U.S.

In the other 27 states, WOTUS is being interpreted consistent with the pre-2015 regulatory regime and the Supreme Court's Sackett decision.

Water Quality Regulations for Nutrient Discharges.

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Potash tailings, consisting primarily of salt and clay, are stored in surface disposal sites.

Phosphate clay residuals from mining are deposited in clay settling ponds.

Phosphate clay residuals from mining are deposited in clay storage areas (“ CSAs ”).

Processing of phosphate rock with sulfuric acid generates phosphogypsum that currently is stored in Gypstacks.

During the life of the tailings management areas, clay settling ponds and Gypstacks, we have incurred and will continue to incur significant costs to manage our potash and phosphate residual materials in accordance with environmental laws and regulations and with permit requirements.

During the life of the tailings management areas, CSAs and Gypstacks, we have incurred and will continue to incur significant costs to manage our potash and phosphate residual materials in accordance with environmental laws and regulations and with permit requirements.

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

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

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

The incident was reported to the FDEP and the EPA.

In connection with the incident, our subsidiary, Mosaic Fertilizer, LLC (“ Mosaic Fertilizer ”), entered into a consent order (the “ Order ”) with the FDEP in October 2016 pursuant to the Order, Mosaic Fertilizer agreed to, among other things, implement an approved repair plan to close the sinkhole;

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

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Financial Assurance.

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

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

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

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

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

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

Department of the Interior, Bureau of Land Management and the New Mexico Environment Department.

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

On January 20, 2021 the U.S.

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

In 2015, prior to this announcement, 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.

In 2015, the U.S.

had submitted a 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%.

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

Brazil ratified the Paris Agreement on September 21, 2016, committing to an NDC that includes an economy-wide target of 1.3 GtCO2e by 2025 and 1.2 GtCO2e by 2030.

Brazil ratified the Paris Agreement in September 2016, committing to a 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.

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Since 2009, Brazil has a National Policy on Climate Change.

This Policy is implemented by two instruments:

This policy is

implemented by two instruments:

the National Plan on Climate Change and the National Climate Change Fund.

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

Scientists have hypothesized that the impacts of climate change could include

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

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

These impacts could vary by geographic location.

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Remediation at Our Facilities.

Many of our formerly owned or current facilities have been in operation for a number of years.

The historical use and handling of regulated chemical substances, crop and animal nutrients and additives as well as by-product or process tailings at these facilities by us and predecessor operators have resulted in soil, surface water and groundwater impacts.

Many of our formerly owned or current facilities have been in operation for decades.

The historical use and handling of regulated chemical substances, crop and animal nutrients and additives as well as by-product or

process tailings at these facilities by us and predecessor operators have resulted in soil, surface water and groundwater impacts.

At many of these facilities, spills or other releases of regulated substances have occurred previously and potentially could occur in the future, possibly requiring us to undertake or fund cleanup efforts under Superfund or otherwise.

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

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

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

Environmental Justice

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

Additional Information

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

Sustainability

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employee and contractor safety;

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

human capital

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

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

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

Additional Information

Contingencies

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

In particular, forward-

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

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

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

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

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

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

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• tax regulations, currency exchange controls and other restrictions that may affect our ability to optimize the use of our liquidity;

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

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

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

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

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

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

farms, businesses, other property uses or properties, settlements thereof and actions taken by courts with respect to approvals of settlements, costs related to defending and resolving global audit, appeal or court activity and other further developments in legal proceedings and regulatory matters;

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

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• actions by the holders of controlling equity interests in businesses in which we hold a noncontrolling interest;

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

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

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

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

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

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of asset retirement obligations for water treatment costs

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We evaluated the Company’s changes in assumptions for the volume of contaminated water and the forecasted level of contamination by comparing them to actual results from the prior year, as well as assessing operational changes that could impact estimated water volumes, contamination levels, or necessary treatment activities.

Evaluation of the realizability of certain deferred tax assets

As discussed in Note 13 of the consolidated financial statements, the Company recognizes deferred income tax assets and liabilities attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases in each jurisdiction.

A valuation allowance is recorded in each jurisdiction in which a deferred income tax asset is recorded when it is more likely than not that the deferred income tax asset will not be realized.

As of December 31, 2022, the Company had gross deferred tax assets of $1,793.0 million and a related valuation allowance of $909.9 million.

We identified the evaluation of the realizability of certain deferred tax assets as a critical audit matter.

Specifically, the evaluation of foreign tax credit carryforwards, required subjective auditor judgment to assess certain forecasted revenue and cost assumptions used to estimate forecasted future taxable income over the periods in which those temporary differences become deductible.

Changes to these assumptions could have an effect on the Company’s evaluation of the realizability of the deferred tax assets.

In addition, there is complexity in the application of the relevant tax regulations to the Company’s forecasted future taxable income.

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

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s deferred tax asset valuation process.

This included controls related to the Company’s development of assumptions listed above and application of the relevant tax regulations in estimating forecasted future taxable income.

We analyzed certain forecasted revenue and cost assumptions by comparing to external forecasts from industry publications and performed sensitivity analyses to assess the impact of changes in those assumptions on the Company’s determination of the ability to utilize certain deferred tax assets.

To assess the Company’s ability to forecast, we compared the Company’s historical revenue and cost forecasts to actual results.

We involved federal and international tax professionals with specialized skills and knowledge, who assisted in assessing the Company’s application of the relevant tax regulations and evaluating the realizability of certain deferred tax assets.

We have served as the Company’s auditor since 2004.

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Earnings from consolidated companies before income taxes 1,325.9 4,642.5 2,224.8

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

Provision for income taxes 177.0 1,224.3 597.7

Earnings from consolidated companies 1,148.9 3,418.2 1,627.1

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

Equity in net earnings of nonconsolidated companies 60.3 196.0 7.8

Net earnings including noncontrolling interests 1,209.2 3,614.2 1,634.9

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

Net earnings attributable to noncontrolling interests 44.3 31.4 4.3

Net earnings attributable to Mosaic $ 1,164.9 $ 3,582.8 $ 1,630.6

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Other comprehensive income (loss), net of tax

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

Foreign currency translation gain (loss) 154.1 ( 255.0 ) ( 108.2 )

Net actuarial gain and prior service cost 20.1 19.7 36.9

Realized gain on interest rate swap 1.4 1.5 1.5

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

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

Net gain (loss) on marketable securities held in trust fund 23.7 ( 24.8 ) ( 17.6 )

Other comprehensive income (loss) 199.3 ( 258.6 ) ( 87.4 )

Comprehensive income 1,408.5 3,355.6 1,547.5

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

Comprehensive income attributable to noncontrolling interest 46.3 33.2 2.5

Comprehensive income attributable to Mosaic $ 1,362.2 $ 3,322.4 $ 1,545.0

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Deferred and other income taxes ( 261.2 ) 344.4 98.8

Equity in net (earnings) loss of nonconsolidated companies, net of dividends ( 191.5 ) ( 2.1 ) 97.1

Equity in net (earnings) of nonconsolidated companies, net of dividends ( 31.8 ) ( 191.5 ) ( 2.1 )

Accretion expense for asset retirement obligations 96.1 81.6 71.9

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Pension settlement loss 42.4 41.9 —

Gain on sale of business ( 56.5 ) — —

Other 37.5 39.0 ( 5.3 )

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Proceeds from sale of available-for-sale securities - restricted 1,209.1 743.0 410.1

Proceeds from sale of business 158.4 — —

Acquisition of business ( 41.0 ) — —

Other ( 0.5 ) 7.2 ( 10.2 )

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Payments of long-term debt ( 995.3 ) ( 610.3 ) ( 608.3 )

Proceeds from issuance of long-term debt 900.0 — —

Repurchases of stock ( 756.0 ) ( 1,665.2 ) ( 410.9 )

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Stock based compensation — — 26.4 — — — 26.4

Stock option exercises — — 3.2 — — — 3.2

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

Dividends ($ 0.30 per share)

— — — ( 127.4 ) — — ( 127.4 )

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

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

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

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Dividends ($ 0.60 per share)

— — — ( 227.0 ) — — ( 227.0 )

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

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

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

Total comprehensive income (loss) — — — 3,582.8 ( 260.4 ) 33.2 3,355.6

Total comprehensive income — — — 1,164.9 197.3 46.3 1,408.5

Vesting of restricted stock units 1.9 — ( 0.8 ) ( 53.4 ) — — ( 54.2 )

Stock based compensation — — 33.0 — — — 33.0

Stock option exercises — — 16.0 — — — 16.0

Repurchases of stock ( 30.8 ) ( 0.3 ) ( 506.3 ) ( 1,166.6 ) — — ( 1,673.2 )

Share repurchases, including tax of $ 6.4 million

( 16.9 ) ( 0.2 ) ( 32.2 ) ( 722.0 ) — — ( 754.4 )

Dividends ($ 0.85 per share)

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

— — — ( 351.0 ) — — ( 351.0 )

Equity to noncontrolling interests — — — — — ( 43.3 ) ( 43.3 )

Balance as of December 31, 2023 324.1 $ 3.2 $ — $ 14,241.9 $ ( 1,954.9 ) $ 142.6 $ 12,432.8

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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, and the results of the China and India distribution businesses are included within Corporate, Eliminations and Other.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Our products are generally sold based on market prices prevailing at the time the sales contract is signed or through contracts which are priced at the time of shipment, except for the final priced deferred arrangements discussed above.

Sales incentives are recorded as a reduction of revenue at the time of initial sale.

Sales incentives are volumetric based annual programs and recorded as a reduction of revenue at the time of sale.

We estimate the variable consideration related to our sales incentive programs based on the sales terms with customers and historical experience.

Historically, sales incentives have represented 1% or less of total revenue and there have not been significant adjustments to such estimates in the financial statements.

We sell Canadian-sourced potash outside Canada and the U.S.

exclusively through Canpotex distribution.

Canpotex sells potash to buyers in export markets pursuant to term and spot contracts at agreed upon prices.

For sales through this channel, our revenue is recognized at the amount received from Canpotex representing proceeds from their sale of potash, less net costs of Canpotex.

Sales are recognized when control is transferred to Canpotex, typically upon shipment of the product to Canpotex, and adjusted at the end of each reporting period based upon the updated estimated pricing or final pricing from Canpotex.

Prior to final pricing, revenue is recognized only to the extent that it is probable a significant reversal of revenue will not occur.

The constraint is estimated each period based on historical experience, market trends and industry data.

The estimated constraint is not material to the Company's financial statements.

Due to our membership in Canpotex, we eliminate the intra-entity profit with Canpotex at the end of each reporting period and present that profit elimination by reversing revenue and cost of goods sold for the inventory remaining at Canpotex.

For more information regarding our relationship with Canpotex and accounting considerations, see Note 9 of our Notes to Consolidated Financial Statements.

For information regarding sales by product type and by geographic area, see Note 25 of our Notes to Consolidated Financial Statements.

The timing of recognition of revenue related to our performance obligations may be different than the timing of collection of cash related to those performance obligations.

Specifically, we collect prepayments from certain customers in Brazil.

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

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

Other key revenue recognition accounting policies include:

• Shipping and handling costs are included as a component of cost of goods sold.

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• We have elected to recognize the cost for freight and shipping as an expense in cost of sales, when control over the product has passed to the customer.

For information regarding sales by product type and by geographic area, see Note 25 of our Notes to Consolidated Financial Statements.

Non-Income Taxes

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

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

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

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

Our Canadian resource tax and royalty expenses were $ 457.0 million, $ 1.0 billion and $ 301.5 million during 2023, 2022 and 2021, respectively.

We have approximately $ 136.5 million of assets recorded as of December 31, 2023 related to PIS and Cofins, which is a Brazilian federal value-added tax.

This amount was mostly earned in 2008 through 2022;

we believe that it will be realized through offsetting income tax payments or other federal taxes or receiving cash refunds.

As of December 31, 2022 we had approximately $ 105.0 million of assets recorded for these matters.

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

We have recorded the PIS and Cofins credits at amounts which we believe are probable of collection.

We have recorded the PIS and Cofins credits at

amounts which we believe are probable of collection.

Information regarding PIS and Cofins taxes already audited is included in Note 23 of our Notes to Consolidated Financial Statements.

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As of December 31, 2023 and 2022, there were $ 193.1 million and $ 244.4 million, respectively, of trade accounts receivable due from Canpotex.

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

During 2023, 2022 and 2021, sales to Canpotex were $ 1.3 billion, $ 3.0 billion and $ 1.1 billion, respectively.

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

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Repairs and maintenance, including planned major maintenance and plant turnaround costs, are expensed when incurred.

Depletion expenses for mining operations, including mineral reserves, are generally determined using the units-of-production method based on estimates of recoverable reserves.

Currently, we do not have any material exploration or development stage mining projects.

When we transition to new mining areas within our current properties, we incur minimal pre-mining costs related to the permitting process and land preparation activities, such as water management control and construction of roads and access points.

These costs are capitalized as part of our mineral properties and rights.

Mineral properties and rights at our operations include mineral reserves and mineral resources.

Mineral resources have not yet been scheduled in formal mine plans and therefore are not subject to depletion.

Depletion expenses for mining operations, including mineral reserves, are generally determined using the units-of-production method based on estimates of proven and probable reserves.

Depreciation is computed principally using the straight-line method and units-of-production method over the following useful lives:

machinery and equipment three to 25 years, and buildings and leasehold improvements three to 40 years.

machinery and equipment:

three to 25 years;

and buildings and leasehold improvements:

three to 40 years.

We estimate initial useful lives based on experience and current technology.

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Lease liabilities represent our obligation to make lease payments arising from the lease.

Operating lease ROU assets and liabilities are recognized at the

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

Operating lease ROU assets and liabilities are recognized at the commencement date of the lease, based on the present value of lease payments over the lease term.

As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

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Additional Accounting Policies

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

disclosures by major caption:

Note Topic Page

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In September 2022, the Financial Accounting Standards Board (“ FASB ”) issued guidance which requires that a buyer in a supplier financing program make annual disclosures about the program’s key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period and associated rollforward information.

This ASU is effective for fiscal years beginning after December 15, 2022 (fiscal 2023), except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023 (fiscal 2024).

We are currently evaluating the effect of adopting this new accounting pronouncement but expect the impact to be minimal.

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

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

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

In November 2023, the FASB issued guidance to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses.

The standard is effective for fiscal years beginning after December 15, 2023 (our fiscal 2024), and interim periods within fiscal years beginning after December 15, 2024 (our fiscal 2025), with early adoption permitted.

The amendments would be applied retrospectively to all prior periods presented in the financial statements.

We are currently evaluating the disclosure requirements related to the new standard.

In December 2023, the FASB issued guidance to provide more disaggregation of income tax disclosures on the reconciliations of the income tax rate and income taxes paid.

We are required to adopt the guidance in the first quarter of fiscal 2025, although early adoption is permitted.

We are currently evaluating the disclosure requirements related to the new standard.

Leasing Activity

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Long-term receivable 21.8 26.9

Cloud computing cost 32.9 —

Cloud computing cost (b)

Other 285.9 311.8

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Asset retirement obligations 377.4 212.3

Customer prepayments (b)

Customer prepayments 261.8 743.9

Accrued income and other taxes 190.0 208.3

Operating lease obligation 65.3 50.7

Servicing liability — 81.1

Other 627.7 754.8

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(a) Final price deferred is product that has shipped to customers, but we retain control and do not recognize revenue until a sales contract has been agreed to with the customer.

(b) The timing of recognition of revenue related to our performance obligations may be different than the timing of collection of cash related to those performance obligations.

Specifically, we collect prepayments from certain customers in Brazil.

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

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

(b) Implementation costs eligible for capitalization related to cloud computing arrangements that are a service contract are recorded within Prepaid expenses and Other assets in the Consolidated Balance Sheets and amortized over the reasonably certain term of the associated hosting arrangement.

Capitalized implementation costs expensed were not material in 2023.

Interest expense, net was comprised of the following in 2023, 2022 and 2021:

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Non-cash investing and financing transactions related to assets acquired under capital leases were $ 27.2 million and $ 8.9 million for 2022 and 2021, respectively.

Depreciation, depletion and amortization includes $ 932.1 million, $ 811.8 million and $ 846.4 million related to depreciation and depletion of property, plant and equipment, and $ 1.8 million, $ 1.1 million and $ 1.2 million related to amortization of intangible assets for 2022, 2021 and 2020, respectively.

In addition, in 2023, we purchased equipment of $ 43 million through the exchange of right of use assets.

Depreciation, depletion and amortization includes $ 958.9 million, $ 932.1 million and $ 811.8 million related to depreciation and depletion of property, plant and equipment, and $ 1.7 million, $ 1.8 million and $ 1.1 million related to the amortization of intangible assets for 2023, 2022 and 2021, respectively.

INVESTMENTS IN NON-CONSOLIDATED COMPANIES

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Entity Economic Interest

Gulf Sulphur Services LTD., LLLP (a)

River Bend Ag, LLC 50.0 %

Canpotex 36.2 %

(a) In the first quarter of 2023, Mosaic assumed ownership of Savage ’ s 50 % equity and now wholly-owns Gulf Sulphur Services LTD., LLLP.

The summarized financial information shown below includes all non-consolidated companies carried on the equity method.

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Net sales $ 7,055.1 $ 11,852.8 $ 4,758.2

Net earnings (loss) 956.9 70.1 ( 405.3 )

Mosaic’s share of equity in net earnings (loss) 196.0 7.8 ( 93.8 )

Net earnings 317.9 956.9 70.1

Mosaic’s share of equity in net earnings 60.3 196.0 7.8

Total assets 9,900.6 11,707.8 10,685.6

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Mosaic’s share of equity in net assets 725.9 693.2 466.9

The difference between our share of equity in net assets as shown in the above table and the investment in non-consolidated companies as shown on the Consolidated Balance Sheets is mainly due to the July 1, 2016, equity contribution of $ 120 million we made to MWSPC, representing the remaining liability for our portion of mineral rights value transferred to MWSPC from Saudi Arabian Mining Company (“ Ma ’ aden ”) .

As of December 31, 2022, MWSPC represented 70 % of the total assets and 62 % of the total liabilities in the table above.

MWSPC commenced ammonia operations in late 2016 and, on December 1, 2018, commenced commercial operations of its DAP plant, thereby bringing the entire project to the commercial production phase.

In 2022, 2021 and 2020 our share of equity in net earnings (loss) was $ 194.5 million, $ 5.0 million, and $( 97.3 ) million, respectively.

MWSPC owns and operates a mine and two chemical complexes that produce phosphate fertilizers and other downstream phosphates products in the Kingdom of Saudi Arabia.

The cost to develop and construct the integrated phosphate production facilities (the “ Project ”) was approximately $ 8.0 billion, which has been funded primarily through investments by us, Ma’aden and SABIC (together, the “ Project Investors ”), and through borrowing arrangements and other external project financing facilities (“ Funding Facilities ”).

We market approximately 25 % of the phosphate production of the joint venture.

On June 20, 2020, MWSPC refinanced its commercial loans while retaining its loans with the Saudi Industrial Development Fund.

The refinancing extended debt repayment to 2037 and deferred principal payments until June 30, 2022.

The refinancing removes recourse to Mosaic by all lenders to MWSPC.

Mosaic’s contractual commitment to make future cash contributions to MWSPC was also eliminated.

MWSPC owns and operates a mine and two chemical complexes that produce phosphate fertilizers and other downstream phosphate products in the Kingdom of Saudi Arabia.

As of December 31, 2023, our cash investment was $ 770.0 million.

We have not made any contributions since 2017 and do not expect future contributions will be needed.

We have not made any capital contributions since 2017 and do not expect future contributions to be needed.

We market approximately 25 % of the phosphate production of this joint venture.

As of December 31, 2023, MWSPC represented 77 % of the total assets and 68 % of the total liabilities in the table above.

In 2023, 2022 and 2021 our share of equity in net earnings was $ 57.6 million, $ 194.5 million, and $ 5.0 million, respectively.

Canpotex is a Saskatchewan export association used by two Canadian potash producers to market, sell and distribute Canadian potash products outside of Canada and the U.S.

to unrelated third party customers at market prices.

It operates as a break-even entity.

We have concluded that the sales to Canpotex are not at arms’-length, due to the unique pricing and payment structure and financial obligations of the stockholders.

to unrelated third -arty customers at market prices.

It operates as a break-even entity and therefore has insignificant equity earnings or loss.

We have concluded that the sales to Canpotex are not at arm’s-length, due to the unique pricing and payment structure and financial obligations of the stockholders.

Therefore, the full profit on sales to Canpotex is eliminated until Canpotex no longer has control of the related inventory and has sold it to an unrelated third-party customer.

We eliminate the intra-entity profit with Canpotex at the end of each reporting period and present that profit elimination by reversing revenue and cost of goods sold for the inventory still remaining at Canpotex.

Any equity earnings or loss, which have historically been insignificant, are recorded in the equity in net earnings or loss line within the Consolidated Statement of Earnings.

Goodwill is carried at cost, not amortized, and represents the excess of the purchase price and related costs over the fair value assigned to the net identifiable assets of a business acquired.

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The Potash, Mosaic Fertilizantes and Corporate, Eliminations and Other reporting units were evaluated and not considered at risk of goodwill impairment at October 31, 2023.

Our Phosphate reporting unit has no carries no goodwill.

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.

As of December 31, 2023, $ 46.2 million of goodwill was tax deductible.

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Mosaic Credit Facility

On August 19, 2021, we entered into a committed unsecured five-year credit facility of up to $ 2.5 billion (the “ Mosaic Credit Facility ”), comprised of a $ 2.5 billion revolving facility, with a maturity date of August 19, 2026, which is intended to serve as our primary senior unsecured bank credit facility.

The Mosaic Credit Facility increased and extended our prior unsecured revolving credit facility of up to $ 2.2 billion (the “ Prior Credit Facility ”), which matured on November 18, 2022.

The Mosaic Credit Facility has cross-default provisions that, in general, provide that a failure to pay principal or interest under, or any other amount payable under, any indebtedness with outstanding principal amount of $ 100 million or more, or breach or default under such indebtedness that permits the holders thereof to accelerate the maturity thereof, will result in a cross-default.

On August 19, 2021, we entered into a committed, unsecured, five-year revolving credit facility of up to $ 2.5 billion (the “ Mosaic Credit Facility ”), with a maturity date of August 19, 2026, which is intended to serve as our primary senior unsecured bank credit facility.

The Mosaic Credit Facility has cross-default provisions that, in general, provide that a failure to pay principal or interest under, or any other amount payable under, any indebtedness with an outstanding principal amount of $ 100 million or more, or breach or default under such indebtedness that permits the holders thereof to accelerate the maturity thereof, will result in a cross-default.

The Mosaic Credit Facility requires Mosaic to maintain certain financial ratios, including a ratio of Consolidated Indebtedness, which has been redefined to exclude unrestricted cash and cash equivalents, to Consolidated Capitalization Ratio (as defined) of no greater than 0.65 to 1.0 , as well as a minimum Interest Coverage Ratio (as defined) of not less than 3.0 to 1.0 .

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These provisions include limitations on indebtedness, liens, investments and acquisitions (other than capital expenditures), certain mergers, certain sales of assets and other matters customary for credit facilities of this nature.

As of December 31, 2022 and December 31, 2021, we had outstanding letters of credit that utilized a portion of the amount available for revolving loans under the Mosaic Credit Facility of $ 10.9 million.

As of December 31, 2023 and 2022, we had outstanding letters of credit that utilized a portion of the amount available for revolving loans under the Mosaic Credit Facility of $ 10.5 million and $ 10.9 million, respectively.

The net available borrowings for revolving loans under the Mosaic Credit Facility were approximately $ 2.49 billion as of December 31, 2023 and December 31, 2022, respectively.

Unused commitment fees accrued at an average annual rate of 0.15 % under the Mosaic Credit Facility during 2022 and 2021, decreasing from the average annual rate of 0.40 % under the Prior Credit Facility.

Unused commitment fees generated expenses of $ 3.8 million and $ 7.0 million during 2022 and 2021, respectively.

As of December 2020, unused commitment fees accrued at an average rate of 0.40 %, generating expenses of $ 6.0 million.

As of December 31, 2023 and 2022, unused commitment fees accrued at an average rate of 0.15 %, generating expenses of $ 3.8 million in each period.

In 2021, unused commitment fees accrued at 0.40 % under our prior credit facility, which was in place through August 19, 2021, and at 0.15 % thereafter, generating expense of $ 7.0 million.

Short-Term Debt

Short-term debt consists of the revolving credit facility under the Mosaic Credit Facility, under which there were no borrowings as of December 31, 2023, working capital financing arrangements and various other short-term borrowings related to our international operations in India, China and Brazil.

These other short-term borrowings outstanding were $ 224.9 million and $ 302.8 million as of December 31, 2022 and December 31, 2021, respectively.

These other short-term borrowings outstanding were $ 399.7 million and $ 224.9 million as of December 31, 2023 and 2022, respectively.

We have an inventory financing arrangement whereby we can sell up to $ 625 million of certain inventory for cash and subsequently repurchase the inventory at an agreed upon price and time in the future, not to exceed 180 days.

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

As of December 31, 2022 and 2021, we had financed inventory of $ 0.0 million and $ 302.7 million, respectively, under this arrangement, which is included in short-term debt on the Consolidated Balance Sheet.

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

Any outstanding amount would be classified as short-term debt on the Consolidated Balance Sheets.

We have Receivable Purchasing Agreements (“ RPAs ”), with banks whereby, from time-to-time, we sell certain receivables.

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

The Company sold approximately $ 2.5 billion and $ 589.7 million as of December 31, 2022 and 2021, respectively, of accounts receivable under these arrangements.

The Company sold approximately $ 1.3 billion and $ 2.5 billion as of December 31, 2023 and 2022, respectively, of accounts receivable under these arrangements.

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

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

As of December 31, 2022 there was no amount outstanding to be remitted to the bank.

As of December 31, 2021, $ 81.1 million had been collected but not yet remitted to the bank.

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

Cash collected and remitted are included in financing activities in the Consolidated Statements of Cash Flows.

In September 2022, we established a commercial paper program which allows us to issue unsecured commercial paper notes with maturities that vary, but do not exceed 397 days from the date of issue, up to a maximum aggregate face or principal amount outstanding at any time of $ 2.5 billion.

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

As of December 31, 2023 and 2022, there was no amount outstanding to be remitted to the bank.

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

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

We have a commercial paper program which allows us to issue unsecured commercial paper notes with maturities that vary, but do not exceed 397 days from the date of issue, up to a maximum aggregate face or principal amount outstanding at any time of $ 2.5 billion.

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

As of December 31, 2023, we had $ 399.5 million outstanding under this program, with a weighted average interest rate of 5.62 % and a remaining average term of nine days .

As of December 31, 2022, we had $ 224.8 million outstanding under this program, with a weighted average interest rate of 4.66 % and a remaining average term of 10 days.

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Long-Term Debt, including Current Maturities

On November 13, 2017, we issued new senior notes consisting of $ 550 million aggregate principal amount of 3.250 % senior notes due 2022 and $ 700 million aggregate principal amount of 4.050 % senior notes due 2027 (collectively, the “ Senior Notes of 2017 ”).

In 2022, we paid the outstanding balance of $ 550 million on our 3.250 % senior notes, due November 15, 2022, without premium or penalty.

We have additional senior notes outstanding, consisting of $ 900 million aggregate principal amount of 4.25 % senior notes due 2023, $ 500 million aggregate principal amount of 5.45 % senior notes due 2033 and $ 600 million aggregate principal amount of 5.625 % senior notes due 2043 (collectively, the “ Senior Notes of 2013 ”);

On November 13, 2017, we issued senior notes consisting of $ 550 million aggregate principal amount of 3.250 % senior notes due 2022 and $ 700 million aggregate principal amount of 4.050 % senior notes due 2027 (“ Senior Notes of 2017 ”).

we paid the outstanding balance of $ 550 million on our 3.250 % senior notes, due November 15, 2022, without premium or penalty.

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.

Interest rates for the term loan are variable and are based on the Secured Overnight Financing Rate (“ SOFR ”) plus credit spread adjustments.

On, December 4, 2023, we issued new senior notes consisting of $ 400 million aggregate principal amount of 5.375 % due 2028 (the “ Senior Notes of 2023 ”).

We have the following additional senior notes outstanding:

$ 500 million aggregate principal amount of 5.45 % senior notes due 2033 and $ 600 million aggregate principal amount of 5.625 % senior notes due 2043 (collectively, the “ Senior Notes of 2013 ”);

and $ 300 million aggregate principal amount of 4.875 % senior notes due 2041 (collectively, the “ Senior Notes of 2011 ”).

The Senior Notes of 2011, the Senior Notes of 2013 and the Senior Notes of 2017 are Mosaic’s senior unsecured obligations and rank equally in right of payment with Mosaic’s existing and future senior unsecured indebtedness.

In 2023, we paid the outstanding balance of $ 900 million on our 4.25 % senior notes, due November 15, 2023, without premium or penalty.

The Senior Notes of 2011, the Senior Notes of 2013, the Senior Notes of 2017, and the Senior Notes of 2023 are Mosaic’s senior unsecured obligations and rank equally in right of payment with Mosaic’s existing and future senior unsecured indebtedness.

The indenture governing these notes contains restrictive covenants limiting debt secured by liens, sale and leaseback transactions and mergers, consolidations and sales of substantially all assets, as well as other events of default.

A debenture issued by Mosaic Global Holdings, Inc., one of our consolidated subsidiaries, due in 2028 (the “ 2028 Debenture ”), is outstanding as of December 31, 2023, with a balance of $ 147.1 million.

The indenture governing the 2028 Debenture also contain restrictive covenants limiting debt secured by liens, sale and leaseback transactions and mergers, consolidations and sales of substantially all assets, as well as events of default.

The indenture governing the 2028 Debenture also contains restrictive covenants limiting debt secured by liens, sale and leaseback transactions and mergers, consolidations and sales of substantially all assets, as well as events of default.

The obligations under the 2028 Debenture are guaranteed by the Company and several of its subsidiaries.

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Long-term debt as of December 31, 2023 and 2022, respectively, consisted of the following:

(in millions) December 31, 2022

Stated Interest Rate December 31, 2022

Effective Interest Rate Maturity Date December 31, 2022

(in millions)

Stated Interest Rate

Effective Interest Rate Maturity Date

Stated Value Combination Fair

Value Adjustment Discount on Notes Issuance December 31, 2022

Carrying Value December 31, 2021

Value Adjustment Discount on Notes Issuance

Carrying Value

Stated Value Combination Fair

Value Adjustment Discount on Notes Issuance December 31, 2021

Value Adjustment Discount on Notes Issuance

Carrying Value

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2043 $ 2,500.0 $ — $ ( 5.8 ) $ 2,494.2 $ 3,000.0 $ — $ ( 6.1 ) $ 2,993.9

2043 $ 3,000.0 $ — $ ( 6.1 ) $ 2,993.9 $ 3,550.0 $ — $ ( 6.6 ) $ 3,543.4

Unsecured debentures 7.30 %

Finance leases 0.67% -

7.19 % 2028 147.1 0.4 — 147.5 147.1 0.6 — 147.7

2032 194.3 — — 194.3 213.0 — — 213.0

Term Loan 30 Day SOFR 7.08 % 2033 500.0 — — 500.0 — — — —

Finance leases 0.77 % -

2032 180.0 — — 180.0 194.3 — — 194.3

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Our actual Gypstack Closure Costs are generally expected to be paid by us in the normal course of our Phosphates business;

however, funds held in each of the RCRA Trusts can be drawn by the

applicable governmental authority in the event we cannot perform our closure and long-term care obligations.

however, funds held in each of the RCRA Trusts can be drawn by the applicable governmental authority in the event we cannot perform our closure and long-term care obligations.

When our estimated Gypstack Closure Costs with respect to the facilities associated with a RCRA Trust are sufficiently lower than the amount on deposit in that RCRA Trust, we have the right to request that the excess funds be released to us.

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Values generated from model-based techniques that use significant assumptions not observable in the market.

These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability.

These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing

the asset or liability.

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

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government bonds 268.6 11.5 ( 0.3 ) 279.8

Other holdings 0.2 — — 0.2

Total $ 681.1 $ 15.3 $ ( 12.8 ) $ 683.6

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government bonds 269.6 — ( 3.6 ) 266.0

Other holdings 0.2 — — 0.2

Total $ 678.3 $ 0.5 $ ( 28.7 ) $ 650.1

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Total deferred ( 265.6 ) 339.8 107.9

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

Provision for income taxes $ 177.0 $ 1,224.3 $ 597.7

The components of earnings from consolidated companies before income taxes, and the effects of significant adjustments to tax computed at the federal statutory rate, were as follows:

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Withholding tax 6.3 % 1.6 % 3.3 %

general basket foreign tax credits ( 4.0 ) % — % — %

Tax legislation change impacts ( 1.6 ) % — % — %

Undistributed earnings 2.2 % — % — %

Other items (none in excess of 5% of computed tax) ( 1.6 ) % 1.3 % 2.2 %

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incentives, changes in valuation allowances, and by the impact of certain entities being taxed in both their foreign jurisdiction and the U.S., including foreign tax credits for various taxes incurred.

Tax expense specific to the period included a net 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 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.

2022 Effective Tax Rate

In the year ended December 31, 2022, there were two items impacting the effective tax rate:

1) items attributable to ordinary business operations during the year, and 2) other items specific to the period.

The tax impact of our ordinary business operations is affected by the mix of earnings across jurisdictions in which we operate, by a benefit associated with depletion, by a benefit associated with non-U.S.

Tax expense specific to the period included a net expense of $ 26.2 million.

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The tax expenses are partially offset by net tax benefits related to $ 43.7 million of Esterhazy mine closure costs and $ 1.2 million related to a benefit for withholding taxes related to undistributed earnings and other miscellaneous tax expenses.

2020 Effective Tax Rate

In the year ended December 31, 2020, there were two items impacting the effective tax rate:

1) items attributable to ordinary business operations during the year, and 2) other items specific to the period, including impacts recorded due to the

Coronavirus Aid, Relief, and Economic Security Act (the “ CARES Act ”).

The CARES Act provides various tax relief measures to taxpayers impacted by the coronavirus.

The tax impact of our ordinary business operations is affected by the mix of earnings across jurisdictions in which we operate by a benefit associated with depletion, by a benefit associated with non-U.S.

incentives, changes in valuation allowances and by the impact of certain entities being taxed in both their foreign jurisdiction and the U.S., including foreign tax credits for various taxes incurred.

Tax expense specific to the period included a net benefit of $ 609.0 million.

The net benefit relates to the following:

$ 582.6 million for changes to valuation allowances in the U.S.

and foreign jurisdictions, $ 23.6 million related to certain provisions of the CARES Act, $ 5.5 million related to release of the sequestration on AMT and miscellaneous tax expense of $ 2.7 million.

The change to the valuation allowance in Brazil is related to the Acquired Business.

As of December 31, 2020, the Acquired Business has achieved cumulative income and therefore we were able to rely on future forecasts of taxable income which support realization of its deferred tax assets.

Deferred Tax Liabilities and Assets

Significant components of our deferred tax liabilities and assets as of December 31 were as follows:

Significant components of our deferred tax liabilities and assets were as follows as of December 31:

(in millions) 2023 2022

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Partnership tax basis differences 69.7 59.3

Undistributed earnings of non-U.S.

subsidiaries 29.3 —

Other liabilities 97.0 37.6

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Net deferred tax assets 1,323.6 883.1

Net deferred tax liabilities $ 257.8 $ 19.1

Net deferred tax assets/(liabilities) $ 13.8 $ ( 257.8 )

We have certain non-U.S.

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As of December 31, 2023, we had estimated carryforwards for tax purposes as follows:

net operating losses of $ 1.0 billion, capital losses of $ 17.1 million, foreign tax credits of $ 736.7 million and $ 5.3 million of non-U.S.

net operating losses of $ 1.8 billion, capital losses of $ 63.6 million, foreign tax credits of $ 1.3 billion and $ 4.4 million of non-U.S.

business credits.

These carryforward benefits may be subject to limitations imposed by the Internal Revenue Code, and in certain cases, provisions of foreign law.

Approximately $ 518.6 million of our net operating loss carryforwards relate to Brazil and can be carried forward indefinitely but are limited to 30 percent of taxable income each year.

Approximately $ 1.3 billion of our net operating loss carryforwards relate to Brazil and can be carried forward

indefinitely but are limited to 30 percent of taxable income each year.

The majority of the remaining net operating loss carryforwards relate to U.S.

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states and can be carried forward indefinitely.

Of the $ 736.7 million of

foreign tax credits, approximately $ 218.1 million have an expiration date of 2026, approximately $ 19.6 million have an expiration date of 2029, and approximately $ 14.7 million have an expiration date of 2030.

Of the $ 1.3 billion of foreign tax credits, approximately $ 219.2 million have an expiration date of 2026, approximately $ 19.6 million have an expiration date of 2029, approximately $ 14.7 million have an expiration date of 2030 and approximately $ 14.8 million have an expiration date of 2033.

The realization of our foreign tax credit carryforwards is dependent on market conditions, tax law changes, and other business outcomes including our ability to generate certain types of taxable income in the future.

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For the year ended December 31, 2023, the valuation allowance increased by $ 512.0 million, of which a $ 531.0 million increase related to changes in the valuation allowance to U.S.

branch foreign tax credits, and a $ 0.2 million increase related to changes in valuation allowances in other foreign jurisdictions.

These increases to the valuation allowance were partially offset by a decrease of $ 12.7 million related to changes in valuation allowances and currency translation in Brazil, and $ 6.5 million changes in valuation allowances in other foreign jurisdictions.

For the year ended December 31, 2022, the valuation allowance increased by $ 135.2 million, of which a $ 83.6 million increase related to changes in the valuation allowance to U.S.

branch foreign tax credits, a $ 13.2 million increase related to changes in valuation allowances and currency translation in Brazil, and $ 46.8 million changes in valuation allowances in other foreign jurisdictions.

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states, and $ 3.4 million changes in valuation allowances in other foreign jurisdictions.

For the year ended December 31, 2020, the valuation allowance decreased by $ 774.1 million, of which a $ 763.5 million decrease related to changes in valuation allowances and currency translation in Brazil, $ 3.5 million related to net operating losses for certain U.S.

states and $ 32.2 million related to our conclusion that we are more likely than not to use attributes at other foreign jurisdictions.

These decreases to the valuation allowance were partially offset by the following increases:

$ 24.1 million increase related to U.S.

branch foreign tax credits and $ 0.9 million related to net operating losses in Peru.

Changes to our income tax valuation allowance were as follows:

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If recognized, the benefit to our effective tax rate in future periods would be approximately $ 22.6 million of that amount.

During 2022, we recorded net decreases in our uncertain tax positions of $ 99.4 million related to certain U.S.

During 2023, we recorded net increases in our uncertain tax positions of $ 0.5 million related to certain U.S.

tax matters, of which $ 3.0 million impacted the effective tax rate.

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Based on the information available, we do not anticipate significant changes to our unrecognized tax benefits as a result of these examinations other than the amounts discussed above.

We are currently under audit by the Canada Revenue Agency for the tax years ended December 31, 2015 through December 31, 2018.

We are currently under audit by the Canada Revenue Agency for the tax year ended December 31, 2020.

Based on the information available, we do not anticipate significant changes to our unrecognized tax benefits as a result of these examinations other than the amounts discussed above

Enacted Legislation

On August 9, 2022, the CHIPS Act of 2022 (the “ CHIPS Ac t ”) was signed into law by President Biden creating a new advanced manufacturing investment credit under new Internal Revenue Code section 48D.

On August 16, 2022, the Inflation Reduction Act (the “ IRA ”) was signed into law by President Biden including the following key provisions:

(i) a 15 percent book minimum tax (corporate AMT) on “adjusted financial statement income” (“ AFS I”) of applicable corporations;

(ii) various clean energy tax incentives in the form of tax credits, some of which include transferability provisions;

and (iii) a one-percent excise tax on certain corporate stock buybacks.

The Company does not deem the CHIPS Act or the IRA to have a material impact on its financial statements for the year ended December 31, 2022.

ASSET RETIREMENT OBLIGATIONS

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(vi) decommission facilities, manage tailings and execute site reclamation at our Saskatchewan potash mines at the end of their useful lives;

(vii) de-commission mines in Brazil and Peru acquired as part of the acquisition (the “ Acquisition ”) of Vale Fertilizantes S.A.

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

and (viii) de-commission plant sites and close Gypstacks in Brazil, also as part of the Acquisition.

(vii) decommission mines in Brazil and Peru;

and (viii) decommission plant sites and closed Gypstacks in Brazil.

The estimated liability for these legal obligations is based on the estimated cost to satisfy the above obligations which is discounted using a credit-adjusted risk-free rate.

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This present value determined for financial reporting purposes is reflected on our Consolidated Balance Sheets in accrued liabilities and other noncurrent liabilities.

As of December 31, 2022 and 2021, the present value of our Gypstack Closure Costs ARO reflected in our Consolidated Balance Sheet was approximately $ 1.0 billion and $ 883.2 million, respectively.

As of December 31, 2023 and 2022, the present value of our North American Gypstack Closure Costs ARO reflected in our Consolidated Balance Sheet was approximately $ 1.2 billion and $ 1.0 billion, respectively.

As discussed below, we have arrangements to provide financial assurance for the estimated Gypstack Closure Costs associated with our facilities in Florida and Louisiana.

2 unchanged sentences

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

Department of Justice (“ DOJ ”), the Florida Department of Environmental Protection (“ FDEP ”) and the Louisiana Department of Environmental Quality on the terms of two consent decrees (collectively, the “ 2015 Consent Decrees ”) to resolve claims relating to our management of certain waste materials onsite at our Riverview, New Wales, Green Bay, South Pierce and Bartow fertilizer manufacturing facilities in Florida and our Faustina and Uncle Sam facilities in Louisiana.

Department of Justice (“ DOJ ”), the Florida Department of Environmental Protection (“ FDEP ”) and the Louisiana Department of Environmental Quality on the terms of

two consent decrees (collectively, the “ 2015 Consent Decrees ”) to resolve claims relating to our management of certain waste materials onsite at our Riverview, New Wales, Green Bay, South Pierce and Bartow fertilizer manufacturing facilities in Florida and our Faustina and Uncle Sam facilities in Louisiana.

This followed a 2003 announcement by the EPA Office of Enforcement and Compliance Assurance that it would be targeting facilities in mineral processing industries, including phosphoric acid producers, for a thorough review under the U.S.

Resource Conservation and Recovery Act (“ RCRA ”) and related state laws.

As discussed below, a separate consent decree was previously entered into with the EPA and the FDEP with respect to RCRA compliance at the Plant City Facility that we acquired as part of our acquisition CF Phosphate Assets Acquisition of the Florida phosphate assets and assumption of certain related liabilities of CF Industries, Inc.

The remaining monetary obligations under the 2015 Consent Decrees include:

• Modification of certain operating practices and undertaking certain capital improvement projects over a period of several years that are expected to result in remaining capital expenditures likely to exceed $ 20 million in the aggregate.

• Provision of additional financial assurance for the estimated Gypstack Closure Costs for Gypstacks at the covered facilities.

As discussed below, a separate consent decree was previously entered into with the EPA and the FDEP with respect to RCRA compliance at the Plant City Facility that we acquired as part of our acquisition of the Florida phosphate assets and assumption of certain related liabilities of CF Industries, Inc.

The remaining monetary obligations under the 2015 Consent Decrees include a provision of additional financial assurance for the estimated Gypstack Closure Costs for Gypstacks at the covered facilities.

The RCRA Trusts are discussed in Note 12 to our Consolidated Financial Statements.

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As part of the CF Phosphate Assets Acquisition, we assumed certain AROs related to Gypstack Closure Costs at both the Plant City Facility and a closed Florida phosphate concentrates facility in Bartow, Florida (the “ Bonnie Facility ”) that we acquired.

Associated with these assets are two related financial assurance arrangements for which we became responsible and that provided sources of funds for the estimated Gypstack Closure Costs for these

Pursuant to federal or state laws, the applicable government entities are permitted to draw against such amounts in the event we cannot perform such closure activities.

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The commodity derivative instruments that we currently use are forward purchase contracts, swaps and three-way collars.

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

The natural gas contracts settle using NYMEX

futures or AECO price indexes, which represent fair value at any given time.

The contracts’ maturities and settlements are scheduled for future months and settlements are scheduled to coincide with anticipated gas purchases during those future periods.

2 unchanged sentences

Changes in the fair market values of these contracts are recognized in the Consolidated Financial Statements as a component of cost of goods sold in our Corporate, Eliminations and Other segment.

As of December 31, 2022 and 2021, the gross asset position of our commodity derivative instruments was $ 18.1 million and $ 18.3 million, respectively, and the gross liability position of our commodity derivative instruments was $ 0.9 million and $ 0.1 million, respectively.

As of December 31, 2023 and 2022, the gross asset position of our commodity derivative instruments was zero and $ 18.1 million, respectively, and the gross liability position of our commodity derivative instruments was $ 9.2 million and $ 0.9 million, respectively.

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

1 unchanged sentence

Valuations are based on external pricing sources and are classified as Level 2.

Changes in the fair market values of these contracts are recognized in the Consolidated Financial

Statements as a component of interest expense.

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

We did not hold any interest rate derivative positions as of December 31, 2023 or 2022.

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For cash and cash equivalents, accounts receivable, net, accounts payable, structured accounts payable arrangements and short-term debt, the carrying amount approximates fair value because of the short-term maturity of those instruments.

The fair value of long-term debt, including the current portion, is estimated using quoted market prices for the publicly registered notes and debentures, classified as Level 1 and Level 2, respectively, within the fair value hierarchy, depending on the market liquidity of the debt.

Included in long-term debt is floating rate debt of $ 500 million.

Our floating rate debt is non-public and bears a variable SOFR based rate and consists of our borrowings under our term loan facility.

The fair value of our floating rate debt approximates the carrying value and is estimated based on market-based inputs including interest rates and credit spreads, which results in a Level 2 classification.

The fair value of fixed rate long-term debt, including the current portion, is estimated using quoted market prices for the publicly registered notes and debentures, classified as Level 1 and Level 2, respectively, within the fair value hierarchy, depending on the market liquidity of the debt.

For information regarding the fair value of our marketable securities held in trusts, see Note 12 of our Notes to Consolidated Financial Statements.

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In many cases, we are essentially guaranteeing our own performance, in which case the guarantees do not fall within the scope of the accounting and disclosures requirements under U.S.

Our more significant guarantees and indemnities are as follows:

Guarantees to Brazilian Financial Parties.

From time to time, we issue guarantees to financial parties in Brazil for certain amounts owed the institutions by certain customers of Mosaic.

The guarantees are for all or part of the customers’ obligations.

In the event that the customers default on their payments to the institutions and we would be required to perform under the guarantees, we have in most instances obtained collateral from the customers.

We monitor the nonperformance risk of the counterparties and have noted no material concerns regarding their ability to perform on their obligations.

The guarantees generally have a one-year term but may extend up to two years or longer depending on the crop cycle, and we expect to renew many of these guarantees on a rolling 12-month basis.

As of December 31, 2022, we have estimated the maximum potential future payment under the guarantees to be $ 77.5 million.

The fair value of our guarantees is immaterial to the Consolidated Financial Statements as of December 31, 2022 and 2021.

Other Indemnities.

Our maximum potential exposure under other indemnification arrangements can range from a specified dollar amount to an unlimited amount, depending on the nature of the transaction.

Total maximum potential exposure under these indemnification arrangements is not estimable due to uncertainty as to whether claims will be made or how they will be resolved.

We do not believe that we will be required to make any material payments under these indemnity provisions.

Because many of the guarantees and indemnities we issue to third parties do not limit the amount or duration of our obligations to perform under them, there exists a risk that we may have obligations in excess of the amounts described above.

For those guarantees and indemnities that do not limit our liability exposure, we may not be able to estimate what our liability would be until a claim is made for payment or performance due to the contingent nature of these arrangements.

Our maximum potential exposure under our indemnification arrangements can range from a specified dollar amount to an unlimited amount, depending on the nature of the transaction.

Many of the guarantees and indemnities we issue to third parties do not limit the amount or duration of our obligations to perform under them.

For these guarantees and indemnities, we may not be able to estimate what our liability would be until a claim is made

for payment or performance due to the contingent nature of these arrangements.

Based on our current understanding of the relevant facts, we do not believe that we will be required to make any material payments under these indemnity provisions.

PENSION PLANS AND OTHER BENEFITS

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Defined Benefit

During fiscal 2022, we terminated the defined benefit pension plan in the U.S, which was a frozen defined benefit pension plan at the time of termination.

During fiscal 2022, we terminated the defined benefit pension plan in the U.S, which was frozen at the time of termination.

In connection with the plan termination, we settled all future obligations under the terminated plan through a combination of lump-sum payments to eligible participants who elected to receive them through a lump-sum window, and the transfer of any remaining benefit obligations under the terminated plans to a third-party insurance company under a group annuity contract.

As a result of these actions, we recognized a non-cash pre-tax pension settlement charge of $ 41.9 million in our 2022 Consolidated Statements of Earnings (Loss) in Other (expense) income.

The remaining over-funded plan assets of $ 11.4 million have been or will be utilized to fund remaining expenses related to the terminated plans, as well as obligations associated with other qualified retirement plans.

Upon completion of the remaining obligations related to the terminated plan, the remaining over-funded plan assets of $ 18.6 million as of December 31, 2023 will be utilized to fund obligations associated with other qualified retirement plans.

We sponsor various defined benefit pension plans in Canada.

Benefits are based on different combinations of years of service and compensation levels, depending on the plan.

Generally, contributions to Canadian plans are made in accordance with Pension Benefits Acts instituted by the provinces of Saskatchewan and Ontario.

Generally, contributions to Canadian plans are made in accordance with the Pension Benefits Act instituted by the province of Saskatchewan.

Certain employees in Canada, whose pension benefits exceed Canada Revenue Agency limitations, are covered by supplementary non-qualified, unfunded pension plans.

We sponsor various defined benefit pension plans in Brazil, and we acquired through the Acquisition multi-employer pension plans for certain of our Brazil associates.

During fiscal 2023, we terminated certain defined pension plans in Canada by transferring remaining benefit obligations for participants to a third-party insurance company under a group annuity contract.

As a result of these actions, we recognized a non-cash pre-tax settlement charge of $ 42.4 million in our 2023 Consolidated Statements of Earnings (Loss) in Other (expense) income.

We sponsor various defined benefit pension plans in Brazil, and we acquired multi-employer pension plans for certain of our Brazil associates.

All our pension plans are governed by the Brazilian pension plans regulatory agency, National Superintendence of Supplementary Pensions.

Our Brazil plans are not individually significant to the Company’s consolidated financial statements after factoring in the multi-employer pension plan indemnification that we acquired through the Acquisition.

We made contributions to these plans, net of indemnification, of $ 0.2 million for the years ended December 31, 2022 and December 31, 2021, respectively and $ 0.4 million for the year ended December 31, 2020.

We made contributions to these plans, net of indemnification, of $ 0.1 million and $ 0.2 million for the years ended December 31, 2023 and 2022, respectively.

Accounting for Pension Plans

The year-end status of the North American pension plans was as follows:

The year-end status of the North American pension plans was as follows (the 2023 presentation excludes the terminated U.S.

defined benefit plans, which had an ending benefit obligation of $ 0.0 million and $ 5.2 million as of December 31, 2023 and 2022, respectively, and ending plan assets of $ 18.6 million and $ 16.6 million as of December 31, 2023 and 2022, respectively):

Pension Plans

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Interest cost 11.1 16.8

Actuarial gain ( 158.8 ) ( 31.1 )

Actuarial (gain) loss 3.3 ( 158.8 )

Currency fluctuations 2.0 ( 19.0 )

Benefits paid and transfers ( 190.4 ) ( 322.2 )

Liability loss due to curtailment/settlement 38.9 —

Plan amendments 5.8 —

Liability (gain)/loss due to curtailment/settlement ( 9.3 ) 38.9

Projected benefit obligation at end of period $ 119.6 $ 299.5

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The accumulated benefit obligation for the defined benefit pension plans was $ 119.6 million and $ 299.1 million as of December 31, 2023 and 2022, respectively.

The components of net annual periodic benefit costs and other amounts recognized in other comprehensive income include the following components:

Pension Plans

(in millions) Years Ended December 31,

2022 2021 2020

Net Periodic Benefit Cost

Service cost $ 4.2 $ 4.4 $ 4.2

Interest cost 16.8 14.6 20.9

Expected return on plan assets ( 26.1 ) ( 30.4 ) ( 34.2 )

Amortization of:

Prior service cost 2.1 2.1 2.3

Actuarial loss 1.9 3.8 9.2

Preliminary net periodic benefit cost $ ( 1.1 ) $ ( 5.5 ) $ 2.4

Curtailment/settlement expense 40.8 — 1.0

Total net periodic benefit cost $ 39.7 $ ( 5.5 ) $ 3.4

Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income

Prior service credit $ ( 2.1 ) $ ( 2.1 ) $ ( 2.3 )

Net actuarial gain ( 11.6 ) ( 5.6 ) ( 8.6 )

Total recognized in other comprehensive income (loss) $ ( 13.7 ) $ ( 7.7 ) $ ( 10.9 )

Total recognized in net periodic benefit income and other comprehensive income $ 26.0 $ ( 13.2 ) $ ( 7.5 )

The estimated net actuarial (gain) loss and prior service cost (credit) for the pension plans and postretirement plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost in 2023 is $ 4.2 million.

The following estimated benefit payments, which reflect estimated future service are expected to be paid by the related plans in the years ending December 31:

(in millions) Pension Plans

Benefit Payments Other Postretirement

Plans Benefit Payments Medicare Part D

2023 $ 23.9 $ 2.6 $ 0.1

2024 9.0 2.4 0.1

2025 9.7 2.2 0.1

2026 10.3 1.9 —

2027 10.8 1.8 —

2028-2032 46.1 6.8 0.1

In 2023, we expect to contribute cash of at least $ 4.1 million to the pension plans to meet minimum funding requirements.

In 2024, we expect the related plans to pay benefit payments of approximately $ 3.9 million and to contribute cash of at least $ 0.8 million to the pension plans to meet minimum funding requirements.

Plan Assets and Investment Strategies

The Company’s overall investment strategy is to obtain sufficient return and provide adequate liquidity to meet the benefit obligations of our pension plans.

The majority of investments are made in public securities to ensure adequate liquidity to support benefit payments.

Domestic and international stocks and bonds provide diversification to the portfolio.

For the Canadian pension plans the primary investment objective is to secure the promised pension benefits through capital preservation and appreciation to better manage the asset/liability gap and interest rate risk.

The primary investment objective is to secure the promised pension benefits through capital preservation and appreciation to better manage the asset/liability gap and interest rate risk.

A secondary investment objective is to most effectively manage investment volatility to reduce the variability of the Company’s required contributions.

The plans are expected to achieve an annual overall return, over a five-year rolling period, consistent with or in excess of total fund benchmarks that reflect each plan’s strategic allocations and respective market benchmarks at the individual asset class level.

Management of the asset/liability gap of the plans and performance results are reviewed quarterly.

Currently, our policy

includes an 80 % allocation to fixed income and 20 % to return-seeking strategies for the salaried and hourly plans.

The Canadian Actual allocations may experience temporary fluctuations based on market movements and investment strategies.

A significant amount of the assets are invested in funds that are managed by a group of professional investment managers through Mosaic’s investment advisor.

These funds are mainly commingled funds.

Performance is reviewed by Mosaic management monthly by comparing each fund’s return to a benchmark with an in-depth quarterly review presented by Mosaic’s investment advisor to the Global Pension Investment Committee.

A significant amount of the assets are invested in funds that are managed by Mosaic’s investment advisor and reviewed by Mosaic management.

Plan assets are primarily valued based on external pricing sources and are classified as Level 2.

We do not have significant concentrations of credit risk or industry sectors within the plan assets.

Assets may be indirectly invested in Mosaic stock, but any risk related to this investment would be immaterial due to the insignificant percentage of the total pension assets that would be invested in Mosaic stock.

Fair Value Measurements of Plan Assets

The following tables provide fair value measurement, by asset class, of the Company’s defined benefit plan assets:

(in millions) December 31, 2022

Pension Plan Asset Category - U.S.

and Canadian Total Level 1 Level 2 Level 3

Cash $ 3.9 $ 3.9 $ — $ —

Equity securities (a)

33.8 — 33.8 —

Fixed income (b)

269.0 — 269.0 —

Private equity funds 22.3 — — 22.3

Remaining U.S.

plan assets cash 16.6 16.6 — —

Total assets at fair value $ 345.6 $ 20.5 $ 302.8 $ 22.3

(in millions) December 31, 2021

Pension Plan Asset Category - U.S.

and Canadian Total Level 1 Level 2 Level 3

Cash $ 5.2 $ 5.2 $ — $ —

Equity securities (a)

71.3 — 71.3 —

Fixed income (b)

720.0 — 720.0 —

Private equity funds 10.5 — — 10.5

Total assets at fair value $ 807.0 $ 5.2 $ 791.3 $ 10.5

______________________________

(a) This class, which includes several funds, was invested approximately 63 % in U.S.

equity securities and 36 % in international equity securities as of December 31, 2022, and 44 % in U.S.

equity securities and 56 % in international equity securities as of December 31, 2021.

(b) This class, which includes several funds, was invested approximately 32 % in corporate debt securities, 66 % in governmental securities in the U.S.

and Canada and 2 % in other foreign entity debt securities as of December 31, 2022, and 44 % in corporate debt securities, 49 % in governmental securities in the U.S.

and Canada and 7 % in other foreign entity debt securities as of December 31, 2021.

Rates and Assumptions

The approach used to develop the discount rate for the pension and postretirement plans is commonly referred to as the yield curve approach.

Under this approach, we use a hypothetical curve formed by the average yields of available corporate bonds rated AA and above and match it against the projected benefit payment stream.

Each category of cash flow of the projected benefit payment stream is discounted back using the respective interest rate on the yield curve.

Using the present value of projected benefit payments, a weighted-average discount rate is derived.

The approach used to develop the expected long-term rate of return on plan assets combines an analysis of historical performance, the drivers of investment performance by asset class and current economic fundamentals.

For returns, we utilized a building block approach starting with inflation expectations and added an expected real return to arrive at a long-term nominal expected return for each asset class.

Long-term expected real returns are derived from future expectations of the U.S.

Treasury real yield curve.

Weighted average assumptions used to determine benefit obligations were as follows:

Pension Plans

Years Ended December 31,

2022 2021 2020

Discount rate 5.05 % 2.84 % 2.40 %

Expected return on plan assets 4.89 % 3.25 % 3.89 %

Rate of compensation increase 3.00 % 3.00 % 3.00 %

Weighted-average assumptions used to determine net benefit cost were as follows:

Pension Plans

Years Ended December 31,

2022 2021 2020

Discount rate 2.84 % 2.44 % 3.12 %

Service cost discount rate 3.05 % 2.64 % 3.15 %

Interest cost discount rate 2.40 % 1.90 % 2.83 %

Expected return on plan assets 3.25 % 3.89 % 4.88 %

Rate of compensation increase 3.00 % 3.00 % 3.00 %

Fair value measurements of plan

assets was $ 157.1 million at December 31, 2023 and was invested approximately 75 % in fixed income securities, 20 % in equity securities, and 5 % in cash.

Defined Contribution Plans

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We anticipate contributing cash of at least $ 2.2 million in 2024 to the postretirement medical benefit plans to fund anticipated benefit payments.

The year-end status of the Brazil postretirement medical benefit plans with a discount rate of 10.30 % and 7.69 % on each of December 31, 2022 and December 31, 2021, respectively was as follows:

The year-end status of the Brazil postretirement medical benefit plans with a discount rate of 10.40 % and 10.30 % on each of December 31, 2023 and 2022, respectively was as follows:

Postretirement Medical Benefits

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Interest cost 6.2 5.8

Actuarial gain ( 7.6 ) ( 22.8 )

Actuarial (gain) loss 4.8 ( 7.6 )

Currency fluctuations 5.4 3.8

Benefits paid ( 1.2 ) ( 1.0 )

Plan Amendments — ( 17.3 )

APBO at end of year $ 74.4 $ 59.1

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Benefits paid ( 1.2 ) ( 1.0 )

Fair value at end of year $ — $ —

Unfunded status of the plans as of the end of the year $ ( 74.4 ) $ ( 59.1 )

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Other comprehensive income (loss), net of tax ( 255.0 ) 19.7 1.5 ( 24.8 ) ( 258.6 )

loss attributable to noncontrolling interest 1.8 — — — 1.8

gain attributable to noncontrolling interest ( 1.8 ) — — — ( 1.8 )

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

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SHARE REPURCHASES

In August 2021, our Board of Directors authorized a $ 1.0 billion share repurchase program.

Following the completion of this program in 2022, our Board of Directors approved two additional share repurchase programs for a total of $ 3.0 billion.

Our repurchase programs allow the Company to repurchase shares of our Common Stock through open market purchases, accelerated share repurchase arrangements, privately negotiated transactions or otherwise.

These programs have no set expiration dates.

On February 24, 2022, pursuant to existing stock repurchase authorizations, we entered into an accelerated share repurchase (“ ASR ”) agreement with a third-party financial institution to repurchase $ 400 million of our Common Stock.

In 2022, our Board of Directors approved two share repurchase programs (the “ 2022 Repurchase Programs ”) for a total of $ 3.0 billion.

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

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

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

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

During the year ended December 31, 2023, under the 2022 Repurchase Programs, we repurchased 16,879,059 shares of Common Stock in the open market for approximately $ 748.0 million.

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

On February 24, 2022, pursuant to existing stock repurchase authorizations, we entered into an accelerated share repurchase (the “ 2022 ASR Agreement ”) agreement with a third-party financial institution to repurchase $ 400 million of our Common Stock.

At inception, we paid the financial institution $ 400 million and took initial delivery of 7,056,229 shares of our Common Stock.

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

During the year ended December 31, 2021, under the 2021 repurchase program, we repurchased 11,200,371 shares of Common Stock for a total of approximately $ 410.9 million.

This includes 8,544,144 shares we purchased in an underwritten secondary offering by Vale S.A.

when they fully divested their interest in Mosaic.

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

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

SHARE-BASED PAYMENTS

The Mosaic Company 2023 Stock and Incentive Plan (the “ 2023 Stock and Incentive Plan ”) was approved by our stockholders and became effective on May 25, 2023.

It permits up to 25 million shares of common stock to be issued under share-based awards granted under the plan.

It permits up to 18 million shares of common stock to be issued under share-based awards granted under this plan.

The 2023 Stock and Incentive Plan provides for grants of stock options, restricted stock, restricted stock units, performance units and a variety of other share-based and non-share-based awards.

Our employees, officers, directors, consultants, agents, advisors and independent contractors, as well as other designated individuals, are eligible to participate in the 2023 Stock and Incentive Plan.

The Mosaic Company 2014 Stock and Incentive Plan (the “ 2014 Stock and Incentive Plan ”) was approved by our stockholders and became effective on May 15, 2014.

It permits up to 25 million shares of common stock to be issued under share-based awards granted under this plan.

The 2014 Stock and Incentive Plan provides for grants of stock options, restricted stock, restricted stock units, performance units and a variety of other share-based and non-share-based awards.

The Mosaic Company 2004 Omnibus Stock and Incentive Plan (the “ Omnibus Plan ”), which was approved by our stockholders and became effective in 2004 and subsequently amended, provided for the grant of shares and share options to employees for up to 25 million shares of common stock.

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The fair value of each option award is estimated on the date of the grant using the Black-Scholes option valuation model.

Stock options vest in equal annual installments in the first three years following the date of grant (graded vesting).

Stock options generally vest in equal annual installments in the first three years following the date of grant (graded vesting).

Stock options are expensed on a straight-line basis over the required service period, based on the estimated fair value of the award on the date of grant, net of estimated forfeitures.

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There were no stock options granted or issued in 2023, 2022 or 2021.

Expected volatility is based on the simple average of implied and

historical volatility using the daily closing prices of the Company’s stock for a period equal to the expected term of the option.

Expected volatility is based on the simple average of implied and historical volatility using the daily closing prices of the Company’s stock for a period equal to the expected term of the option.

The risk-free interest rate is based on the U.S.

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Exercisable as of December 31, 2023 0.6 $ 34.46 2.11 $ 2.8

The outstanding and exercisable options as of December 31, 2022, includes 534,126 options issued from the 2014 Stock and Incentive Plan and 117,330 options issued from the 2004 Stock and Incentive Plan.

The outstanding and exercisable options as of December 31, 2023 includes 534,126 options issued from the 2014 Stock and Incentive Plan and 62,090 options issued from the Omnibus Plan.

Restricted Stock Units

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A summary of the status of our restricted stock units as of December 31, 2023, and activity during 2023, is as follows:

(in millions) Weighted

(in millions) Weighted Average

Grant Date Fair

Value Per Share

Restricted stock units as of December 31, 2022 2.2 $ 27.68

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354,500 , 195,755 and 262,308 of the TSR performance awards issued in 2023, 2022 and 2021, respectively, are to be settled in cash, and are therefore accounted for as a liability with changes in value recorded through earnings during the service period.

The remaining TSR performance units issued in 2022 and 2021, and all of the 2020 TSR performance units, are considered equity-classified fixed awards measured at grant-date fair value and not subsequently re-measured.

The remaining TSR performance units issued in 2023, 2022 and 2021 are considered equity-classified fixed awards measured at grant-date fair value and not subsequently re-measured.

All of the TSR performance units cliff vest after three years of continuous service and are expensed on a straight-line basis over the required service period, based on the estimated grant date fair value of the award net of estimated forfeitures.

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Risk-free interest rate 4.52 % 1.68 % 0.32 %

The performance units granted as of December 31, 2022, 2021 and 2020 include 195,755 , 262,308 , 419,472 cash-settled performance units, respectively.

A summary of our performance unit activity during 2023 is as follows:

(in millions) Weighted

(in millions) Weighted Average

Grant Date Fair

Value Per Share

Outstanding as of December 31, 2022 2.6 $ 21.89

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We received $ 16.0 million from exercises of share-based payment arrangements for 2022.

There was no cash received from exercises of share-based payment arrangements for 2021 or 2020.

There was no cash received from exercises of share-based payment arrangements for 2023 and 2021.

We incurred a tax benefit for tax deductions from options of $ 7.9 million, $ 13.4 million and $ 14.0 million in 2023, 2022 and 2021, respectively.

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We also have purchase obligations to purchase goods and services, primarily for raw materials used in products sold to customers.

In 2013, we entered into an ammonia supply agreement with CF (the “ CF Ammonia Supply Agreement ”) that commenced in 2017, under which Mosaic agreed to purchase approximately 545,000 to 725,000 tonnes of ammonia per year at a price tied to the prevailing price of U.S.

In 2013, we entered into an ammonia supply agreement with CF that commenced in 2017, under which Mosaic agreed to purchase approximately 545,000 to 725,000 tonnes of ammonia per year at a price tied to the prevailing price of U.S.

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

We have long-term agreements for the purchase of sulfur, which is used in the production of phosphoric acid, and natural gas, which is a significant raw material used primarily in the solution mining process in our Potash segment as well as in our phosphate concentrates plants.

Also, we have agreements for capital expenditures primarily in our Potash segment related to our expansion projects.

A schedule of future minimum long-term purchase commitments, based on expected market prices as of December 31, 2023 is as follows:

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Subsequent years 54.7

Purchases made under long-term commitments were $ 4.6 billion in 2022, $ 3.1 billion in 2021, and $ 1.9 billion in 2020, respectively.

Purchases made under long-term commitments were $ 3.0 billion in 2023, $ 4.6 billion in 2022, and $ 3.1 billion in 2021.

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

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(ii) facilities adjacent to currently or formerly owned facilities;

(iii) third-party Superfund or state equivalent sites.

and (iii) third-party Superfund or state equivalent sites.

At facilities currently or formerly owned by our subsidiaries or their predecessors, the historical use and handling of regulated chemical substances, crop and animal nutrients and additives and by-product or process tailings have resulted in soil, surface water and/or groundwater contamination.

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Phase II will then inject high pressure grout beneath the stack to restore the geological confining layer beneath it.

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

That work began in early in 2023 and is expected to conclude in the first quarter of 2024.

As of December 31, 2023, we have a reserve of $ 32.3 million for the estimated repairs.

We are unable to estimate at this time potential future additional financial impacts or a range of loss, if any, due to the ongoing evaluation.

New Wales Phase II West Stack.

In October 2023, we observed a series of seismic acoustic emissions and changes to piezometric water levels in a part of the Phase II West phosphogypsum stack at the New Wales, FL facility.

These observations may be an indication of a breach in the stack liner system and were reported to the FDEP and EPA.

We are developing and then will execute an investigation plan to evaluate conditions in the stack.

The area of the stack is not in use for either process water storage or additional gypsum placement.

It lies within a zone of capture of a recovery groundwater well, which is operating as intended.

No offsite impacts are known or expected.

As of December 31, 2023, we have a reserve of $ 59.4 million for estimated repairs.

We are unable to estimate at this time potential future additional financial impacts or a range of loss, if any, due to the ongoing evaluation.

EPA RCRA Initiative.

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

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

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

Beatrice Fund for Environmental Liabilities;

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In addition, in several other cases, historical oil, gas and sulfur operations which may have been related to Mosaic’s corporate predecessors have been identified in the complaints.

Based upon information known to date, Mosaic has contractual indemnification rights against third parties for any loss or liability arising out of these claims pursuant to indemnification

agreements entered into by Mosaic’s corporate predecessor(s) with third parties.

Based upon information known to date, Mosaic has contractual indemnification rights against third parties for any loss or liability arising out of these claims pursuant to indemnification agreements entered into by Mosaic’s corporate predecessor(s) with third parties.

There may also be insurance contracts which may respond to some or all of the claims.

However, the financial ability of the third-party indemnitors, the extent of potential insurance coverage and the extent of potential liability from these claims is currently unknown.

As of October of 2022, a memorandum of understanding has been executed by the State of Louisiana and the plaintiff parishes that filed claims against Mosaic and its corporate predecessors on one hand, and Mosaic Global Holdings Inc.

and its third-party indemnitors on the other hand which, when fully implemented, will release and dismiss Mosaic and its corporate predecessors from the coastal zone cases.

As of October 2022, a memorandum of understanding has been executed by the State of Louisiana and the plaintiff parishes that filed claims against Mosaic and its corporate predecessors on one hand, and Mosaic Global Holdings, Inc.

and its third-

party indemnitors on the other hand which, when fully implemented, will release and dismiss Mosaic and its corporate predecessors from the coastal zone cases.

Funding obligations in the memorandum of understanding are expected to be undertaken by third-party indemnitors and/or insurers.

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Our Brazilian subsidiaries are engaged in a number of judicial and administrative proceedings relating to various non-income tax matters.

We estimate that our maximum potential liability with respect to these matters is approximately $ 472.5 million, of which $ 205.0 million is subject to an indemnification agreement entered into with Vale S.A in connection with the Acquisition.

We estimate that our maximum potential liability with respect to these matters is approximately $ 608.9 million, of which $ 168.7 million is subject to an indemnification agreement entered into with Vale S.A in connection with an acquisition.

Approximately $ 383.0 million of the maximum potential liability relates to a Brazilian federal value added tax, PIS and COFINS, and tax credit cases, while the majority of the remaining amount relates to various other non-income tax cases.

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

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

As of December 31, 2021, the net amount due from our non-consolidated companies totaled $ 63.0 million.

As of December 31, 2023 and 2022, the net amount due to our non-consolidated companies totaled $ 0.8 million and $ 56.8 million, respectively.

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

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As part of the MWSPC joint venture, we market approximately 25 % of the MWSPC production, for which approximately $ 17.5 million, $ 23.1 million and $ 12.2 million is included in revenue for the years ended December 31, 2023, 2022 and 2021, respectively.

We financed the purchase and construction of two articulated tug and barge units through a bridge loan agreement with Gulf Marine Solutions, LLC (“ GMS ”).

GMS is a wholly-owned subsidiary of Gulf Sulphur Services ( “ GSS ” ), an entity in which we and a joint venture partner, Savage Companies (“ Savage ”), each indirectly own a 50 % equity interest.

We are the primary beneficiary of GMS, a variable interest entity, and consolidate GMS’s operations.

Effective during the first quarter of 2023, Mosaic assumed ownership of Savage’s 50 % equity and now wholly-owns GSS.

Several subsidiaries of Savage continue to provide vessel operations services to Mosaic under time charter agreements.

BUSINESS SEGMENTS

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

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

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

Certain selling, general and administrative costs that are not controllable by the business segments are included within Corporate, Eliminations and Other.

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Gross margin (excluding Canadian resource taxes) 1,759.0 3,770.9 1,045.6 108.2 6,683.7

Impairment, restructuring and other expenses — 158.1 — — 158.1

Operating earnings 1,347.2 2,767.7 910.4 ( 240.0 ) 4,785.3

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Gross margin (excluding Canadian resource taxes) 1,305.4 1,317.0 842.7 ( 5.3 ) 3,459.8

Impairment, restructuring and other expenses — 158.1 — — 158.1

Operating earnings 1,179.8 836.6 745.9 ( 293.8 ) 2,468.5

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Depreciation, depletion and amortization expense 428.7 267.8 101.2 15.2 812.9

Equity in net (loss) earnings of nonconsolidated companies ( 94.1 ) — — 0.3 ( 93.8 )

Equity in net earnings of nonconsolidated companies 5.4 — — 2.4 7.8

Total assets as of December 31, 2023 $ 10,295.9 $ 8,971.9 $ 5,256.3 $ ( 1,491.3 ) $ 23,032.8

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

For the years ended December 31, 2022, 2021 and 2020, distribution operations in India and China had revenues of $ 1.1 billion, $ 730.1 million, and $ 639.4 million, respectively and gross margins of $ 130.9 million, $ 141.6 million, and $ 58.7 million, respectively.

For the years ended December 31, 2023, 2022 and 2021, distribution operations in India and China had revenues of $ 898.9 million, $ 1.1 billion, and $ 730.1 million, respectively, and gross margins of $( 16.8 ) million, $ 130.9 million, and $ 141.6 million, respectively.

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

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1,275.7 2,961.6 1,089.6

Canada 966.0 794.9 547.5

China 556.1 648.2 396.0

Canada 411.6 966.0 794.9

India 350.8 512.5 340.3

Paraguay 222.8 227.1 113.8

Argentina 224.6 101.3 121.0

Mexico 165.5 93.6 77.1

Japan 157.7 162.0 112.4

Mexico 125.5 165.5 93.6

Colombia 103.2 125.9 135.1

Australia 101.6 64.8 85.1

Peru 77.5 70.2 40.0

Dominican Republic 34.1 29.8 17.1

Argentina 75.2 224.6 101.3

Australia 69.0 101.6 64.8

Honduras 30.0 31.2 22.3

Dominican Republic 16.7 34.1 29.8

Thailand 8.4 6.3 18.1

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(a) Revenues are attributed to countries based on location of customer.

(b) Canpotex is the export association of two Saskatchewan potash producers.

The net sales of potash from Mosaic to Canpotex included in our consolidated financial statements in the Net Sales line represent Mosaic’s sales of potash to Canpotex, and are recognized upon delivery to the unrelated third-party customer.

Canpotex sales to the ultimate third-party customers are approximately:

28 % to customers based in Brazil, 14 % to customers based in China, 12 % to customers based in Indonesia, 8 % to customers based in India, and 38 % to customers based in the rest of the world.

(b) Canpotex sales to the ultimate third-party customers are approximately:

35 % to customers based in Brazil, 12 % to customers based in China, 9 % to customers based in Bangladesh, 7 % to customers based in India, and 37 % to customers based in the rest of the world.

(in millions) 2023 2022

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______________________________

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

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

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

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

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

SUBSEQUENT EVENTS

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

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

Subsequent to year end, our Board of Directors approved an ASR of $ 300 million which is expected to be initiated in the first quarter of 2023.

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

Management’s Report on Internal Control Over Financial Reporting

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

What changed 10-K

Item 9A. Controls and Procedures