What changed in this filing

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Item 1. Financial Statements

2024-05-02 compared with 2023-11-08 · 179 added, 224 removed, 590 unchanged (41% of the section changed)

1 unchanged sentence

THE MOSAIC COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In millions, except per share amounts)

Three months ended Nine months ended

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

Three months ended

March 31, 2024 March 31, 2023

Net sales $ 2,679.4 $ 3,604.3

2 unchanged sentences

Selling, general and administrative expenses 106.8 127.7

Other operating expense 143.9 222.8 214.0 337.6

Other operating expense (income) 119.5 ( 1.9 )

Operating earnings 172.9 544.6

1 unchanged sentence

Foreign currency transaction (loss) gain ( 100.3 ) 51.4

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

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

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

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

Other income (expense) 0.6 ( 8.9 )

Earnings from consolidated companies before income taxes 25.2 546.0

Provision for income taxes 6.2 118.3

Earnings from consolidated companies 19.0 427.7

Equity in net earnings of nonconsolidated companies 37.5 31.3

1 unchanged sentence

Net earnings attributable to noncontrolling interests 11.3 24.2

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

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

Net earnings attributable to Mosaic $ 45.2 $ 434.8

Basic net earnings per share attributable to Mosaic $ 0.14 $ 1.30

Basic weighted average number of shares outstanding 322.1 335.4

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

Diluted net earnings per share attributable to Mosaic $ 0.14 $ 1.28

Diluted weighted average number of shares outstanding 323.5 338.7

3 unchanged sentences

(In millions)

Three months ended Nine months ended

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

Three months ended

March 31, 2024 March 31, 2023

Net earnings including noncontrolling interest $ 56.5 $ 459.0

12 unchanged sentences

(In millions, except per share amounts)

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Current assets:

1 unchanged sentence

Receivables, net, including affiliate receivables of $ 118.3 and $ 240.1 , respectively

1,212.6 1,269.2

Inventories 2,603.0 2,523.2

2 unchanged sentences

Property, plant and equipment, net of accumulated depreciation of $ 10,061.7 and $ 9,914.1 , respectively

13,461.3 13,585.4

Investments in nonconsolidated companies 932.0 909.0

9 unchanged sentences

Accounts payable, including affiliate payables of $ 117.9 and $ 245.2 , respectively

850.4 1,166.9

Accrued liabilities 1,570.5 1,777.1

3 unchanged sentences

Other noncurrent liabilities 2,428.0 2,429.2

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

Common Stock, $0.01 par value, 1,000,000,000 shares authorized, 393,866,695 shares issued and 328,333,935 shares outstanding as of September 30, 2023, 391,964,464 shares issued and 339,071,423 shares outstanding as of December 31, 2022 3.3 3.4

Preferred Stock, $ 0.01 par value, 15,000,000 shares authorized, none issued and outstanding as of March 31, 2024 and December 31, 2023

Common Stock, $ 0.01 par value, 1,000,000,000 shares authorized, 394,563,599 shares issued and 321,392,799 shares outstanding as of March 31, 2024, 393,875,241 shares issued and 324,103,141 shares outstanding as of December 31, 2023

Capital in excess of par value — —

9 unchanged sentences

(In millions)

Nine months ended

September 30, 2023 September 30, 2022

Three months ended

March 31, 2024 March 31, 2023

Cash Flows from Operating Activities:

9 unchanged sentences

Gain on sale of business — ( 56.5 )

Pension settlement loss 42.4 —

Other 19.7 31.5

5 unchanged sentences

Other noncurrent liabilities 43.3 ( 3.3 )

Net cash provided by operating activities 1,869.1 2,980.1

Net cash (used in) provided by operating activities ( 80.0 ) 149.0

Cash Flows from Investing Activities:

18 unchanged sentences

Cash dividends paid ( 69.7 ) ( 152.4 )

Dividends paid to non-controlling interest ( 8.2 ) —

Other ( 11.3 ) ( 4.8 )

Net cash used in financing activities ( 1,069.8 ) ( 2,105.7 )

Net cash provided by (used in) financing activities 457.9 ( 209.0 )

Effect of exchange rate changes on cash ( 3.8 ) 4.3

1 unchanged sentence

Cash, cash equivalents and restricted cash - December 31 360.8 754.1

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

Cash, cash equivalents and restricted cash - March 31 $ 347.1 $ 477.0

See Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

(In millions)

Nine months ended

September 30, 2023 September 30, 2022

Three months ended

March 31, 2024 March 31, 2023

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

5 unchanged sentences

Cash paid during the period for:

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

Interest (net of amount capitalized of $ 10.6 and $ 7.5 for the three months ended March 31, 2024 and 2023, respectively)

Income taxes (net of refunds) 98.6 225.7

6 unchanged sentences

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

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

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

Stock option exercises — — 1.3 — — — 1.3

Vesting of restricted stock units — — 0.3 — — — 0.3

Stock based compensation — — 6.5 — — — 6.5

Share repurchases ( 11.7 ) ( 0.1 ) ( 8.1 ) ( 566.6 ) — — ( 574.8 )

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

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

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

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

Total comprehensive income — — — 434.8 46.2 24.9 505.9

Stock option exercises — — 14.7 — — — 14.7

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

Stock based compensation — — 12.4 — — — 12.4

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

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

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

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

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

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

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

Stock based compensation — — 6.0 — — — 6.0

Share repurchases, including tax of $ 3.5 million

( 8.7 ) ( 0.1 ) ( 12.4 ) ( 439.0 ) — — ( 451.5 )

Dividends ($ 0.45 per share)

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

— — — ( 149.4 ) — — ( 149.4 )

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

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

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

3 unchanged sentences

Share repurchases, including tax of $ 0.9 million

( 3.4 ) — ( 9.3 ) ( 100.0 ) — — ( 109.3 )

Dividends ($ 0.21 per share)

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

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

— — — ( 67.7 ) — — ( 67.7 )

Dividends for noncontrolling interests — — — — — ( 8.2 ) ( 8.2 )

Balance as of March 31, 2024 321.4 $ 3.2 $ — $ 14,109.0 $ ( 2,093.3 ) $ 144.9 $ 12,163.8

See Notes to Condensed Consolidated Financial Statements

39 unchanged sentences

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

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

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

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 and which we will adopt in 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 will adopt this in 2024 and expect adoption of this guidance will modify our disclosures, but we do not expect it to have a material effect on our consolidated financial statements.

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.

THE MOSAIC COMPANY

2 unchanged sentences

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

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Other current assets

1 unchanged sentence

Prepaid expenses 231.9 284.3

Assets held for sale — 101.9

Other 11.5 50.2

28 unchanged sentences

Specifically, we collect prepayments from certain customers in Brazil.

In addition, cash collection from

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.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

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

Earnings Per Share

3 unchanged sentences

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

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

2023 2022 2023 2022

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

Three Months Ended March 31,

Net income attributable to Mosaic $ 45.2 $ 434.8

Basic weighted average number of shares outstanding 322.1 335.4

1 unchanged sentence

Diluted weighted average number of shares outstanding 323.5 338.7

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

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

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

Basic net income per share attributable to Mosaic $ 0.14 $ 1.30

Diluted net income per share attributable to Mosaic $ 0.14 $ 1.28

A total of 0.6 million shares of common stock subject to issuance related to share-based awards for the three months ended March 31, 2024, and 0.2 million for the three months ended March 31, 2023 have been excluded from the calculation of diluted EPS because the effect would have been anti-dilutive.

Inventories consist of the following:

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Raw materials $ 97.0 $ 135.8

6 unchanged sentences

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

Mosaic had goodwill of $ 1.1 billion as of September 30, 2023 and December 31, 2022, respectively.

Mosaic had goodwill of $ 1.1 billion as of March 31, 2024 and December 31, 2023, respectively.

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

5 unchanged sentences

Foreign currency translation ( 19.9 ) ( 0.9 ) — ( 20.8 )

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

Balance as of March 31, 2024 $ 1,007.0 $ 98.7 $ 12.1 $ 1,117.8

We will perform our next annual goodwill impairment analysis for each of our reporting units as of October 31, 2024.

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

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

Subsequent to our 2023 annual evaluation, on December 28, 2023, Brazil enacted a tax law change that eliminates the VAT preference starting in 2024.

While we are assessing the full impact of this change along with outlook for the business, the current estimated fair value of our Mosaic Fertilizantes reporting unit is not in significant excess of its carrying value.

Because we currently believe that our long-term financial goals will be achieved, we concluded that the goodwill assigned to this reporting unit was not impaired, but could be at risk of future impairment.

Marketable Securities Held in Trusts

9 unchanged sentences

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

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

As of March 31, 2024, we expect to recover our amortized cost on all available-for-sale securities and have not established an allowance for credit loss.

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

8 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

September 30, 2023

The estimated fair value of the investments in the RCRA Trusts as of March 31, 2024 and December 31, 2023 are as follows:

March 31, 2024

Cash and cash equivalents $ 5.4 $ — $ — $ 5.4

8 unchanged sentences

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

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

(in millions) Fair

9 unchanged sentences

$ 205.2 $ ( 12.6 ) $ 205.6 $ ( 12.2 )

The following table summarizes the balance by contractual maturity of the available-for-sale debt securities invested by the RCRA Trusts as of September 30, 2023.

The following table summarizes the balance by contractual maturity of the available-for-sale debt securities invested by the RCRA Trusts as of March 31, 2024.

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

September 30, 2023

March 31, 2024

Due in one year or less $ 19.8

3 unchanged sentences

Total debt securities $ 677.3

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

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

For the three months ended March 31, 2024 and 2023, realized gains were $ 10.6 million and $ 5.1 million, respectively, and realized losses were $ 6.8 million and $ 13.4 million, respectively.

Financing Arrangements

3 unchanged sentences

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

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

As of March 31, 2024 and December 31, 2023, we had financed inventory of $ 500.9 million and zero , respectively, under this arrangement, which is included in short-term debt on the Condensed Consolidated Balance Sheet.

THE MOSAIC COMPANY

1 unchanged sentence

Receivable Purchasing Arrangement

We finance certain accounts receivable through a Receivable Purchasing Agreement (“ RPA ”) with banks whereby, from time-to-time, we sell the receivables.

We finance certain accounts receivable through a Receivable Purchasing Agreement (“ RPA ”) with banks whereby, from time-to-time, we sell the receivables to bank counterparties.

The net face value of the purchased receivables may not exceed $ 600 million at any point in time.

3 unchanged sentences

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

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

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

During the three months ended March 31, 2024, the Company sold approximately $ 125.9 million of accounts receivable under this arrangement.

During the three months ended March 31, 2023, the Company sold approximately $ 607.1 million.

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

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

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

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

As of March 31, 2024, $ 1.0 million had been collected but not yet remitted to the bank.

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

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

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

3 unchanged sentences

Mosaic then makes payment to the third-party intermediary at dates ranging from 105 to 151 days from date of shipment.

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

As of March 31, 2024 and December 31, 2023, the total structured accounts payable arrangements were $ 267.1 million and $ 399.9 million, respectively.

Commercial Paper Note Program

1 unchanged sentence

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

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

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

As of March 31, 2024, we had $ 698.5 million outstanding under this program, with a weighted average interest rate of 5.59 % and remaining average term of 15 days.

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 .

Term Loan Facility

2 unchanged sentences

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

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

As of March 31, 2024, $ 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.

Asset Retirement Obligations

9 unchanged sentences

(iv) remediate certain other conditional obligations;

(v) remove all surface structures and equipment, plug and abandon mine shafts, contour and revegetate, as necessary, and monitor for five years after closing our Carlsbad, New Mexico facility;

(vi) decommission facilities, manage

(v) remove all surface structures and equipment, plug and abandon mine shafts, contour and revegetate, as

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

tailings and execute site reclamation at our Saskatchewan potash mines at the end of their useful lives;

necessary, and monitor for five years after closing our Carlsbad, New Mexico facility;

(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;

2 unchanged sentences

A reconciliation of our AROs is as follows:

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

(in millions) March 31, 2024 December 31, 2023

AROs, beginning of period $ 2,213.4 $ 1,905.6

18 unchanged sentences

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, Florida phosphate concentrates facility (the “ Plant City Facility ”) that we acquired as part of our acquisition (the “ 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, Florida phosphate concentrates facility (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 8 to our Condensed Consolidated Financial Statements.

In addition, we have agreed to guarantee the difference between the amounts held in each RCRA Trust (including any earnings) and the estimated closure and long-term care costs.

As of December 31, 2022, the undiscounted amount of our Gypstack Closure Costs ARO associated with the facilities covered by the 2015 Consent Decrees, determined using the assumptions used for financial reporting purposes, was approximately $ 2.1

As of December 31, 2023, the undiscounted amount of our Gypstack Closure Costs ARO associated with the facilities covered by the 2015 Consent Decrees, determined using the assumptions used for financial reporting purposes, was approximately $ 2.2 billion, and the present value of our Gypstack Closure Costs ARO reflected in our Consolidated Balance Sheet for those facilities was approximately $ 819.9 million.

Plant City and Bonnie Facilities.

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 MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

billion, and the present value of our Gypstack Closure Costs ARO reflected in our Consolidated Balance Sheet for those facilities was approximately $ 692.3 million.

Plant City and Bonnie Facilities.

(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 facilities.

8 unchanged sentences

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

As of September 30, 2023 and December 31, 2022, the aggregate amounts of AROs associated with the combined Plant City Facility and Bonnie Facility Gypstack closure costs included in our Condensed Consolidated Balance Sheets were $ 365.3 million and $ 327.5 million, respectively.

As of March 31, 2024 and December 31, 2023, the aggregate amounts of AROs associated with the combined Plant City Facility and Bonnie Facility Gypstack closure costs included in our Condensed Consolidated Balance Sheets were $ 370.6 million and $ 361.8 million, respectively.

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

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

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

During the three months ended March 31, 2024, gross unrecognized tax benefits increased by $ 0.7 million to $ 25.1 million.

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

1 unchanged sentence

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

We had accrued interest and penalties totaling $ 5.7 million and $ 5.0 million as of September 30, 2023 and December 31, 2022, respectively, that were included in other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

We had accrued interest and penalties totaling $ 6.5 million and $ 6.4 million as of March 31, 2024 and December 31, 2023, respectively, that were included in other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

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

4 unchanged sentences

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

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

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

tax return provision and other miscellaneous costs.

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

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

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

For the three months ended March 31, 2024, discrete tax items recorded in tax expense was a benefit of approximately $ 0.8 million.

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

In addition to items specific to the period, our income tax rate is impacted by the mix of earnings across the jurisdictions in which we operate, by a benefit associated with depletion, changes in valuation allowances, withholding tax expense and by the impact of certain entities being taxed in both their foreign jurisdiction and the U.S., including foreign tax credits for various taxes incurred.

Derivative Instruments and Hedging Activities

2 unchanged sentences

The fair value of these instruments is determined by using quoted market prices, third-party comparables or internal estimates.

We net our derivative asset and liability positions when we have a master netting arrangement in place.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

our derivative asset and liability positions when we have a master netting arrangement in place.

Changes in the fair value of the foreign currency, commodity and freight derivatives are immediately recognized in earnings.

7 unchanged sentences

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

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

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

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

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

We had no fixed-to-floating interest rate swap agreements in effect as of March 31, 2024 and December 31, 2023.

As of March 31, 2024 and December 31, 2023, the gross asset position of our derivative instruments was $ 5.1 million and $ 36.4 million, respectively, and the gross liability position of our liability instruments was $ 18.6 million and $ 17.2 million, respectively.

T he following is the total absolute notional volume associated with our outstanding derivative instruments:

(in millions of Units) March 31, 2024 December 31, 2023

Derivative Instrument Derivative Category Unit of Measure

4 unchanged sentences

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

The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position as of September 30, 2023 and December 31, 2022 was $ 20.3 million and $ 34.8 million, respectively.

The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position as of March 31, 2024 and December 31, 2023 was $ 16.8 million and $ 15.6 million, respectively.

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

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

If the credit-risk-related contingent features underlying these agreements were triggered on March 31, 2024, we would have been required to post an additional $ 12.3 million of collateral assets, which are either cash or U.S.

Treasury instruments, to the counterparties.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Counterparty Credit Risk

3 unchanged sentences

We closely monitor the credit risk associated with our counterparties and customers and to date have not experienced material losses.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Fair Value Measurements

5 unchanged sentences

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

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

As of March 31, 2024 and December 31, 2023, the gross asset position of our foreign currency derivative instruments was $ 5.1 million and $ 36.4 million, respectively, and the gross liability position of our foreign currency derivative instruments was $ 10.8 million and $ 8.0 million, respectively.

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

5 unchanged sentences

As of September 30, 2023 and December 31, 2022, the gross asset position of our commodity derivative instruments was $ 2.6 million and $ 18.1 million, respectively, and the gross liability position of our commodity instruments was $ 1.4 million and $ 0.9 million, respectively.

The gross asset position of our commodity derivative instruments was zero as of March 31, 2024 and December 31, 2023, and the gross liability position of our commodity instruments was $ 7.8 million and $ 9.2 million as of March 31, 2024 and December 31, 2023, respectively.

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

2 unchanged sentences

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

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

We did not hold any interest rate derivative positions as of March 31, 2024.

Financial Instruments

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

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Carrying Amount Fair Value Carrying Amount Fair Value

6 unchanged sentences

For cash and cash equivalents, accounts receivables, 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, 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,

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

depending on the market liquidity of the debt.

For information regarding the fair value of our marketable securities held in trusts, see Note 8 of our Notes to Consolidated Financial Statements .

Share Repurchases

1 unchanged sentence

Our repurchase programs allow the Company to repurchase shares of our Common Stock through open market purchases, accelerated share repurchase arrangements, privately negotiated transactions or otherwise, and have no set expiration date.

During the three months ended March 31, 2024, we repurchased 3,398,700 shares of Common Stock in the open market for approximately $ 108.4 million, at an average purchase price of $ 31.89 .

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.

2 unchanged sentences

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

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

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

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.

Under the terms of the 2022 ASR Agreement, upon settlement, we would either receive additional shares from the financial institution or be required to deliver additional shares or cash to the financial institution.

In the second quarter of 2022, the 2022 ASR Agreement was completed and we paid the financial institution an additional $ 54.2 million.

When combining the initial $ 400 million paid at the inception of the 2022 ASR Agreement and the cash settlement of $ 54.2 million at the termination of the 2022 ASR Agreement, we repurchased approximately 7,056,229 shares at an average repurchase price of $ 64.37 per share.

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

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

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

The extent to which we repurchase our shares and the timing of any such repurchases depend on a number of factors, including market and business conditions, the price of our shares, our ability to access capital resources liquidity 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.

THE MOSAIC COMPANY

1 unchanged sentence

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

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

The following table sets forth the changes in AOCI, net of tax, by component during the three months ended March 31, 2024 and March 31, 2023:

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

Three Months Ended September 30, 2023

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

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

Tax (expense) benefit 0.5 ( 17.7 ) ( 0.2 ) 3.4 ( 14.0 )

Other comprehensive income (loss), net of tax ( 153.3 ) 25.3 0.3 ( 11.5 ) ( 139.2 )

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

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

Three Months Ended September 30, 2022

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

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

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

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

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

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

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

Balance at December 31, 2023 $ ( 1,930.2 ) $ ( 33.0 ) $ 8.1 $ 0.2 $ ( 1,954.9 )

3 unchanged sentences

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

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

Nine Months Ended September 30, 2022

Balance as of March 31, 2024 $ ( 2,059.1 ) $ ( 32.2 ) $ 8.1 $ ( 10.1 ) $ ( 2,093.3 )

Three Months Ended March 31, 2023

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

3 unchanged sentences

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

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

Related Party Transactions

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

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

As of March 31, 2024 and December 31, 2023, the net amount due to our non-consolidated companies totaled $ 0.9 million and $ 0.8 million, respectively.

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

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

2023 2022 2023 2022

Three Months Ended March 31,

Transactions with related parties included in net sales (a)

2 unchanged sentences

______________________________

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

1 unchanged sentence

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

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

Marketing fees of approximately $ 3.3 million and $ 5.7 million are included in revenue for the three months ended March 31, 2024 and 2023, respectively.

Contingencies

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Environmental Matters

7 unchanged sentences

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

Taking into consideration established accruals of approximately $ 144.2 million and $ 185.5 million as of September 30, 2023 and December 31, 2022, respectively, expenditures for these known conditions currently are not expected, individually or in the aggregate, to have a material effect on our business or financial condition.

Taking into consideration established accruals of approximately $ 262.7 million and $ 203.2 million as of March 31, 2024 and December 31, 2023, respectively, expenditures for these known conditions currently are not expected, individually or in the aggregate, to have a material effect on our business or financial condition.

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

5 unchanged sentences

Phase I of the repairs, consisting of stabilizing the cavity by depositing low pressure grout into it, began in July 2022 and now is complete.

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

As of September 30, 2023, we have a reserve of $ 36.3 million for the estimated repairs.

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

As of March 31, 2024, we have a reserve of $ 24.8 million for estimated water management and other costs associated with this event.

We are unable to estimate at this time potential future additional financial impacts or a range of loss, if any.

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, Florida 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 March 31, 2024, we have a reserve of $ 119.4 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.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

EPA RCRA Initiative.

7 unchanged sentences

As more information is obtained regarding these sites and the potentially responsible parties involved, this expectation could change.

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.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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:

17 unchanged sentences

However, the financial ability of the third-party indemnitors, the extent of potential insurance coverage and the extent of potential liability from these claims is currently unknown.

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.

A memorandum of understanding has been executed by the State of Louisiana and the plaintiff parishes that filed suit against Mosaic and its corporate predecessors on one hand, and Mosaic Global Holdings Inc.

and its third-party indemnitors on the other hand (“ MOU ”) to resolve all claims among the parties.

The initial funding obligations under the MOU have been made in accordance with the provision of the MOU and dismissals with prejudice have been filed in all cases where final jurisdiction is established.

Two cases remain subject to jurisdictional appeals;

however, those cases shall be dismissed with prejudice upon a final decision confirming jurisdiction.

Terms of the MOU include the possibility of additional fixed obligations pending legislative acts, however to the extent those fixed obligations include any additional funding those obligations are expected to be undertaken by third-party indemnitors and/or insurers.

Brazil Legal Contingencies

Our Brazilian subsidiaries are engaged in a number of judicial and administrative proceedings regarding labor, environmental, mining and civil claims that allege aggregate damages and/or fines of approximately $ 709.9 million.

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

Approximately $ 507.2 million of the foregoing maximum potential loss relates to labor claims, of which approximately $ 65.4 million is included in accrued liabilities in our Condensed Consolidated Balance Sheets at September 30, 2023.

We estimate that our probable aggregate loss with respect to these claims is approximately $ 77.2 million, which is included in our accrued liabilities in our Condensed Consolidated Balance Sheets at March 31, 2024.

Approximately $ 499.2 million of the foregoing maximum potential loss relates to labor claims, of which approximately $ 65.7 million is included in accrued liabilities in our Condensed Consolidated Balance Sheets at March 31, 2024.

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

If the status of similar cases involving unrelated companies were to adversely change in the future, our maximum exposure could increase and additional accruals could be required.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Brazil Tax Contingencies

5 unchanged sentences

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

6 unchanged sentences

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

Segment information for the three months ended March 31, 2024 and 2023 was as follows:

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

Three months ended September 30, 2023

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

Intersegment net sales 87.6 6.5 — ( 94.1 ) —

Net sales 986.4 719.9 1,730.6 111.4 3,548.3

Gross margin 87.5 210.3 106.1 5.7 409.6

Canadian resource taxes — 85.6 — — 85.6

Gross margin (excluding Canadian resource taxes) 87.5 295.9 106.1 5.7 495.2

Operating earnings (loss) ( 57.5 ) 200.0 77.3 ( 74.0 ) 145.8

Capital expenditures 157.3 84.5 117.7 52.2 411.7

Depreciation, depletion and amortization expense 116.5 65.8 53.9 2.5 238.7

Three months ended September 30, 2022

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

Intersegment net sales 426.6 32.8 — ( 459.4 ) —

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

Gross margin 357.9 798.7 348.3 ( 2.9 ) 1,502.0

Canadian resource taxes — 258.4 — — 258.4

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

Operating earnings (loss) 131.2 793.0 323.0 ( 92.5 ) 1,154.7

Capital expenditures 167.7 77.6 92.5 15.9 353.7

Depreciation, depletion and amortization expense 120.9 76.0 28.5 3.8 229.2

Nine months ended September 30, 2023

Three months ended March 31, 2024

Net sales to external customers $ 1,023.0 $ 634.7 $ 886.4 $ 135.3 $ 2,679.4

7 unchanged sentences

Depreciation, depletion and amortization expense 116.9 81.7 40.0 2.5 241.1

Nine months ended September 30, 2022

Three months ended March 31, 2023

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

7 unchanged sentences

Depreciation, depletion and amortization expense 116.6 69.6 31.6 2.2 220.0

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

As of March 31, 2024 $ 10,437.0 $ 8,628.4 $ 5,047.4 $ ( 1,239.8 ) $ 22,873.0

As of December 31, 2023 10,295.9 8,971.9 5,256.3 ( 1,491.3 ) 23,032.8

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

______________________________

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

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

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

For the three months ended March 31, 2024, distribution operations in India and China collectively had revenue of $ 129.3 million, and gross margin of $ 7.6 million.

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2024 2023

1 unchanged sentence

Brazil $ 852.8 $ 1,300.6

209.9 968.9 942.0 2,355.2

China 123.8 64.5 358.6 530.2

India 80.3 163.3 291.2 308.2

Paraguay 80.2 71.7 177.0 166.6

Canada 142.0 81.1

China 124.0 145.4

Japan 41.3 38.5

Peru 30.2 17.4 52.2 27.9

Paraguay 36.9 45.6

Colombia 32.6 39.0

Mexico 22.4 77.7

Argentina 27.2 93.0 70.3 229.3

Australia 16.9 20.3

Colombia 16.8 7.3 79.2 109.2

Peru 11.6 6.7

Argentina 11.2 18.9

India 7.2 121.4

Honduras 5.0 8.0

Dominican Republic 2.0 11.6 13.1 24.9

Other 10.5 21.1

5 unchanged sentences

(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 annual sales to the ultimate third-party customers are approximately:

30 % to customers based in Brazil, 14 % to customers based in Indonesia, 11 % to customers based in China, 6 % to customers based in India, and 39 % to customers based in the rest of the world.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Canpotex annualized sales to the ultimate third-party customers are approximately:

35 % to customers based in Brazil, 12 % to customers based in China, 9 % to customers in Bangladesh, 7 % to customers based in India, and 37 % to customers based in the rest of the world.

Net sales by product type are as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2024 2023

4 unchanged sentences

Performance Products (a)

624.5 916.8 1,855.4 2,286.4

Phosphate Rock 40.8 40.8

1 unchanged sentence

____________________________________________

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

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Subsequent Event

On April 29, 2024, Saudi Arabian Mining Company (“ Ma’aden ”) and Mosaic entered into a Share Purchase and Subscription Agreement to exchange our 25 % ownership of the Ma'aden Wa’ad al Shamal Phosphate Company for 111,012,433 shares of Ma’aden.

The shares received by Mosaic are subject to transfer and sale restrictions, which would be released over a five-year period.

We expect this transaction to close later in 2024.

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

What changed 10-Q

Item 1. Financial Statements