What changed in this filing

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Item 1. Financial Statements

2024-08-07 compared with 2024-05-02 · 209 added, 137 removed, 632 unchanged (35% of the section changed)

1 unchanged sentence

THE MOSAIC COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

(In millions, except per share amounts)

Three months ended

March 31, 2024 March 31, 2023

Three months ended Six months ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Net sales $ 2,816.6 $ 3,394.0 $ 5,496.0 $ 6,998.3

2 unchanged sentences

Selling, general and administrative expenses 128.4 129.9 235.2 257.6

Other operating expense (income) 119.5 ( 1.9 )

Other operating expense 32.3 72.0 151.8 70.1

Operating earnings 233.3 369.2 406.2 913.8

2 unchanged sentences

Other income (expense) 6.6 ( 7.1 ) 7.2 ( 16.0 )

Earnings from consolidated companies before income taxes 25.2 546.0

(Loss) earnings from consolidated companies before income taxes ( 74.4 ) 474.6 ( 49.2 ) 1,020.6

Provision for income taxes 98.7 108.4 104.9 226.7

Earnings from consolidated companies 19.0 427.7

(Loss) earnings from consolidated companies ( 173.1 ) 366.2 ( 154.1 ) 793.9

Equity in net earnings of nonconsolidated companies 22.2 12.9 59.7 44.2

Net earnings including noncontrolling interests 56.5 459.0

Net (loss) earnings including noncontrolling interests ( 150.9 ) 379.1 ( 94.4 ) 838.1

Net earnings attributable to noncontrolling interests 10.6 10.1 21.9 34.3

Net earnings attributable to Mosaic $ 45.2 $ 434.8

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

Net (loss) earnings attributable to Mosaic $ ( 161.5 ) $ 369.0 $ ( 116.3 ) $ 803.8

Basic net (loss) earnings per share attributable to Mosaic $ ( 0.50 ) $ 1.11 $ ( 0.36 ) $ 2.41

Basic weighted average number of shares outstanding 321.2 332.2 321.7 333.8

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

Diluted net (loss) earnings per share attributable to Mosaic $ ( 0.50 ) $ 1.11 $ ( 0.36 ) $ 2.39

Diluted weighted average number of shares outstanding 321.2 333.7 321.7 336.2

3 unchanged sentences

(In millions)

Three months ended

March 31, 2024 March 31, 2023

Net earnings including noncontrolling interest $ 56.5 $ 459.0

Three months ended Six months ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Net (loss) earnings including noncontrolling interest $ ( 150.9 ) $ 379.1 $ ( 94.4 ) $ 838.1

Other comprehensive income (loss), net of tax

2 unchanged sentences

Realized gain on interest rate swap — 0.4 — 0.9

Net (loss) on marketable securities held in trust fund ( 10.3 ) 16.6

Net (loss) gain on marketable securities held in trust fund ( 2.6 ) ( 10.6 ) ( 12.9 ) 6.0

Other comprehensive (loss) income ( 138.5 ) 136.1 ( 277.7 ) 183.0

6 unchanged sentences

(In millions, except per share amounts)

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Current assets:

24 unchanged sentences

Other noncurrent liabilities 2,391.7 2,429.2

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

Preferred Stock, $ 0.01 par value, 15000000 shares authorized, none issued and outstanding as of June 30, 2024 and December 31, 2023

Common Stock, $ 0.01 par value, 1,000,000,000 shares authorized, 394,647,138 shares issued and 319,640,550 shares outstanding as of June 30, 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)

Three months ended

March 31, 2024 March 31, 2023

Six months ended

June 30, 2024 June 30, 2023

Cash Flows from Operating Activities:

Net earnings including noncontrolling interests $ 56.5 $ 459.0

Net earnings (loss) including noncontrolling interests $ ( 94.4 ) $ 838.1

Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:

4 unchanged sentences

Share-based compensation expense 21.2 21.0

Unrealized loss on derivatives 32.6 5.9

Unrealized loss (gain) on derivatives 61.3 ( 40.2 )

Foreign currency adjustments 349.5 ( 154.3 )

7 unchanged sentences

Other noncurrent liabilities 78.6 57.2

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

Net cash provided by operating activities 767.0 1,221.7

Cash Flows from Investing Activities:

20 unchanged sentences

Other ( 20.3 ) ( 4.3 )

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

Net cash used in financing activities ( 30.7 ) ( 815.6 )

Effect of exchange rate changes on cash ( 10.0 ) 13.5

1 unchanged sentence

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

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

Cash, cash equivalents and restricted cash - June 30 $ 350.3 $ 640.8

See Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

(In millions)

Three months ended

March 31, 2024 March 31, 2023

Six months ended

June 30, 2024 June 30, 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 $ 10.6 and $ 7.5 for the three months ended March 31, 2024 and 2023, respectively)

Interest (net of amount capitalized of $ 19.4 and $ 15.0 for the six months ended June 30, 2024 and 2023, respectively)

$ 93.8 $ 88.2

Income taxes (net of refunds) 174.0 372.9

6 unchanged sentences

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

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

Total comprehensive income — — — 369.0 134.8 11.4 515.2

Vesting of restricted stock units 0.1 — ( 0.5 ) — — — ( 0.5 )

Stock based compensation — — 8.6 — — — 8.6

Dividends ($ 0.20 per share)

— — — ( 0.7 ) — — ( 0.7 )

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

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

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

6 unchanged sentences

— — — ( 150.1 ) — — ( 150.1 )

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

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

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

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

Total comprehensive (loss) income — — — ( 161.5 ) ( 136.1 ) 8.2 ( 289.4 )

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

Stock based compensation — — 11.9 — — — 11.9

Share repurchases, including tax of $ 0.5 million

( 1.8 ) — ( 11.9 ) ( 40.6 ) — — ( 52.5 )

Dividends for noncontrolling interests — — — — — ( 3.6 ) ( 3.6 )

Balance as of June 30, 2024 319.6 $ 3.2 $ — $ 13,906.8 $ ( 2,229.4 ) $ 149.5 $ 11,830.1

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

Total comprehensive income — — — 45.2 ( 138.4 ) 10.5 ( 82.7 )

Total comprehensive (loss) income — — — ( 116.3 ) ( 274.5 ) 18.7 ( 372.1 )

Vesting of restricted stock units 0.7 — — ( 10.5 ) — — ( 10.5 )

5 unchanged sentences

Dividends for noncontrolling interests — — — — — ( 11.8 ) ( 11.8 )

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

Balance as of June 30, 2024 319.6 $ 3.2 $ — $ 13,906.8 $ ( 2,229.4 ) $ 149.5 $ 11,830.1

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 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.

11 unchanged sentences

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Other current assets

40 unchanged sentences

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

Three Months Ended March 31,

Net income attributable to Mosaic $ 45.2 $ 434.8

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

2024 2023 2024 2023

Net (loss) income attributable to Mosaic $ ( 161.5 ) $ 369.0 $ ( 116.3 ) $ 803.8

Basic weighted average number of shares outstanding 321.2 332.2 321.7 333.8

1 unchanged sentence

Diluted weighted average number of shares outstanding 321.2 333.7 321.7 336.2

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.

Basic net (loss) income per share attributable to Mosaic $ ( 0.50 ) $ 1.11 $ ( 0.36 ) $ 2.41

Diluted net (loss) income per share attributable to Mosaic $ ( 0.50 ) $ 1.11 $ ( 0.36 ) $ 2.39

A total of 0.8 million and 0.6 million shares of common stock subject to issuance related to share-based awards for the three and six months ended June 30, 2024, and 0.7 million and 0.4 million for the three and six months ended June 30, 2023 have been excluded from the calculation of diluted EPS because the effect would have been anti-dilutive.

Inventories consist of the following:

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Raw materials $ 114.6 $ 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 March 31, 2024 and December 31, 2023, respectively.

Mosaic had goodwill of $ 1.1 billion as of June 30, 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 ( 29.1 ) ( 3.6 ) — ( 32.7 )

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

Balance as of June 30, 2024 $ 997.8 $ 96.0 $ 12.1 $ 1,105.9

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

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.

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.

10 unchanged sentences

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

As of June 30, 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.

6 unchanged sentences

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

The estimated fair value of the investments in the RCRA Trusts as of June 30, 2024 and December 31, 2023 are as follows:

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

June 30, 2024

Cash and cash equivalents $ 2.3 $ — $ — $ 2.3

11 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following tables show gross unrealized losses and fair values of the RCRA Trusts ’ available-for-sale securities that have been in a continuous unrealized loss position for which an allowance for credit losses has not been recorded as of March 31, 2024 and December 31, 2023 :

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

(in millions) Fair

7 unchanged sentences

Municipal bonds 73.2 ( 3.3 ) 84.1 ( 3.9 )

government bonds — — — —

$ 172.6 $ ( 11.3 ) $ 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 March 31, 2024.

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

March 31, 2024

June 30, 2024

Due in one year or less $ 19.7

3 unchanged sentences

Total debt securities $ 678.9

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.

For the three and six months ended June 30, 2024, realized gains were $ 0.3 million and $ 10.9 million, respectively, and realized losses were $ 7.9 million and $ 14.7 million, respectively.

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

Financing Arrangements

3 unchanged sentences

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

As of June 30, 2024 and December 31, 2023, we had financed inventory of $ 502.1 million and zero , respectively, under this arrangement, which is included in short-term debt on the Condensed Consolidated Balance Sheet.

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 to bank counterparties.

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

The net face value of the purchased receivables may not exceed $ 600

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

million at any point in time.

The purchase price of the receivable sold under the RPA is the face value of the receivable less an agreed upon discount.

2 unchanged sentences

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

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.

During the three and six months ended June 30, 2024, the Company sold approximately $ 102.0 million and $ 227.9 million, respectively, of accounts receivable under this arrangement.

During the three and six months ended June 30, 2023, the Company sold approximately $ 346.2 million and $ 1.1 billion, respectively.

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

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

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

As of June 30, 2024, $ 0.1 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.

5 unchanged sentences

Mosaic then makes payment to the third-party intermediary at dates ranging from 105 to 179 days from date of shipment.

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

As of June 30, 2024 and December 31, 2023, the total structured accounts payable arrangements were $ 265.8 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 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 June 30, 2024, we had $ 373.7 million outstanding under this program, with a weighted average interest rate of 5.58 % and remaining average term of 24 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 .

3 unchanged sentences

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

As of March 31, 2024, $ 500 million has been drawn under this facility.

As of June 30, 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.

10 unchanged sentences

(iv) remediate certain other conditional obligations;

(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)

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

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

1 unchanged sentence

and (viii) decommission plant sites and close 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.

The estimated liability for these

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

A reconciliation of our AROs is as follows:

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

(in millions) June 30, 2024 December 31, 2023

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

24 unchanged sentences

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

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 laws, the applicable government entities are permitted to draw against such amounts in the event we

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(the “ Bonnie Facility ”) that we acquired.

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.

cannot perform such closure activities.

One of the financial assurance arrangements was initially a trust (the “ Plant City Trust ”) established to meet the requirements under a consent decree with the EPA and the FDEP with respect to RCRA compliance at Plant City.

1 unchanged sentence

Beginning in September 2016, as a substitute for the financial assurance provided through the Plant City Trust, we have provided financial assurance for the Plant City Facility in the form of a surety bond (the “ Plant City Bond ”).

The amount of the Plant City Bond is $ 303.1 million, which reflects our closure cost estimates as of December 31, 2023.

The amount of the Plant City Bond is $ 327.1 million, which reflects our closure cost estimates as of March 7, 2024.

The other financial assurance arrangement was also a trust fund (the “ Bonnie Facility Trust ”) established to meet the requirements under Florida financial assurance regulations that apply to the Bonnie Facility.

2 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 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.

As of June 30, 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 $ 357.9 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 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.

During the six months ended June 30, 2024, gross unrecognized tax benefits decreased by $ 3.3 million to $ 22.5 million.

The decrease is primarily related to statute expirations, partially offset by recording non-U.S.

reserves and foreign exchange.

If recognized, approximately $ 19.3 million in unrecognized tax benefits would affect our effective tax rate and net earnings in future periods.

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

We had accrued interest and penalties totaling $ 6.5 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.

We had accrued interest and penalties totaling $ 7.1 million and $ 6.4 million as of June 30, 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 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.

For the three months ended June 30, 2024, discrete tax items recorded in tax expense was an expense of approximately $ 120.1 million.

The net tax expense consisted primarily of the impact of accruing withholding tax expense on expected foreign distributions associated with changes in management’s indefinite reinvestment assertion on select foreign earnings under ASC 740-30 (formerly APB 23), 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, 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.

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

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

For the six months ended June 30, 2024, income tax expense was not impacted by this set of rules.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

For the six months ended June 30, 2024, discrete tax items recorded in tax expense was an expense of approximately $ 119.4 million.

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, 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.

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.

We net 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 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

We had no fixed-to-floating interest rate swap agreements in effect as of June 30, 2024 and December 31, 2023.

As of June 30, 2024 and December 31, 2023, the gross asset position of our derivative instruments was $ 2.5 million and $ 36.4 million, respectively, and the gross liability position of our liability instruments was $ 44.6 million and $ 17.2 million, respectively.

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

(in millions of Units) June 30, 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 March 31, 2024 and December 31, 2023 was $ 16.8 million and $ 15.6 million, respectively.

The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position as of June 30, 2024 and December 31, 2023 was $ 38.1 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 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.

If the credit-risk-related contingent features underlying these agreements were triggered on June 30, 2024, we would have been required to post an additional $ 35.8 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 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.

As of June 30, 2024 and December 31, 2023, the gross asset position of our foreign currency derivative instruments was $ 2.4 million and $ 36.4 million, respectively, and the gross liability position of our foreign currency derivative instruments was $ 39.0 million and $ 8.0 million, respectively.

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

5 unchanged sentences

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.

The gross asset position of our commodity derivative instruments was $ 0.1 million and zero as of June 30, 2024 and December 31, 2023, respectively, and the gross liability position of our commodity instruments was $ 5.6 million and $ 9.2 million as of June 30, 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 March 31, 2024.

We did not hold any interest rate derivative positions as of June 30, 2024.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Financial Instruments

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Carrying Amount Fair Value Carrying Amount Fair Value

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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 .

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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 .

During the three and six months ended June 30, 2024, we repurchased 1,835,788 and 5,234,488 shares of Common Stock in the open market for approximately $ 52.0 million and $ 160.4 million, respectively, at an average purchase price per share of $ 28.33 and $ 30.64 , respectively.

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.

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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 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 .

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

For the six months ended June 30, 2023, we repurchased 8,690,936 shares of Common Stock in the open market for approximately $ 448.0 million at an average purchase price of $ 51.55 per share.

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

3 unchanged sentences

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

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

The following table sets forth the changes in AOCI, net of tax, by component during the three and six months ended June 30, 2024 and June 30, 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 March 31, 2024

Three Months Ended June 30, 2024

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

Other comprehensive income (loss) ( 135.2 ) 0.8 — ( 3.4 ) ( 137.8 )

Tax (expense) benefit ( 1.3 ) ( 0.2 ) — 0.8 ( 0.7 )

Other comprehensive income (loss), net of tax ( 136.5 ) 0.6 — ( 2.6 ) ( 138.5 )

Other comprehensive income (loss) attributable to noncontrolling interest 2.4 — — — 2.4

Balance as of June 30, 2024 $ ( 2,193.2 ) $ ( 31.6 ) $ 8.1 $ ( 12.7 ) $ ( 2,229.4 )

Three Months Ended June 30, 2023

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

Other comprehensive income (loss) 146.1 0.5 0.5 ( 13.8 ) 133.3

Tax (expense) benefit ( 0.1 ) ( 0.2 ) ( 0.1 ) 3.2 2.8

Other comprehensive income (loss), net of tax 146.0 0.3 0.4 ( 10.6 ) 136.1

Other comprehensive income (loss) attributable to noncontrolling interest ( 1.3 ) — — — ( 1.3 )

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

Six Months Ended June 30, 2024

Balance at December 31, 2023 $ ( 1,930.2 ) $ ( 33 ) $ 8.1 $ 0.2 $ ( 1,954.9 )

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Other comprehensive income (loss) attributable to noncontrolling interest 3.2 — — — 3.2

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 as of June 30, 2024 $ ( 2,193.2 ) $ ( 31.6 ) $ 8.1 $ ( 12.7 ) $ ( 2,229.4 )

Six Months Ended June 30, 2023

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

3 unchanged sentences

Other comprehensive income (loss) attributable to noncontrolling interest ( 2.0 ) — — — ( 2.0 )

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

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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 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.

As of June 30, 2024 and December 31, 2023, the net amount due to our non-consolidated companies totaled $ 155.7 million and $ 0.8 million, respectively.

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

Three Months Ended March 31,

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

2024 2023 2024 2023

Transactions with related parties included in net sales (a)

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301.8 483.6 562.6 880.5

______________________________

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

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

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.

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

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

Taking into consideration established accruals of approximately $ 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.

Taking into consideration established accruals of approximately $ 231.7 million and $ 203.2 million as of June 30, 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.

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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.

As of June 30, 2024, we have a reserve of $ 21.9 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.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

New Wales Phase II West Stack.

5 unchanged sentences

No offsite impacts are known or expected.

As of March 31, 2024, we have a reserve of $ 119.4 million for estimated repairs.

Repairs are underway.

As of June 30, 2024, we have a reserve of $ 105.0 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.

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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

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:

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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.

The initial funding obligations under the MOU have been made in accordance with the provisions 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;

1 unchanged sentence

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.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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 $ 628.3 million.

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.

We estimate that our probable aggregate loss with respect to these claims is approximately $ 70.0 million, which is included in our accrued liabilities in our Condensed Consolidated Balance Sheets at June 30, 2024.

Approximately $ 430.8 million of the foregoing maximum potential loss relates to labor claims, of which approximately $ 59.3 million is included in accrued liabilities in our Condensed Consolidated Balance Sheets at June 30, 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.

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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.

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Segment information for the three and six months ended June 30, 2024 and 2023 was as follows:

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

Three months ended March 31, 2024

Three months ended June 30, 2024

Net sales to external customers $ 989.2 $ 655.1 $ 1,048.9 $ 123.4 $ 2,816.6

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Depreciation, depletion and amortization expense 127.9 93.9 40.1 2.5 264.4

Three months ended March 31, 2023

Three months ended June 30, 2023

Net sales to external customers $ 964.0 $ 835.9 $ 1,418.8 $ 175.3 $ 3,394.0

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Depreciation, depletion and amortization expense 129.0 74.4 37.8 3.0 244.2

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

Six months ended June 30, 2024

Net sales to external customers $ 2,012.2 $ 1,289.8 $ 1,935.3 $ 258.7 $ 5,496.0

Intersegment net sales 336.0 16.4 — ( 352.4 ) —

Net sales 2,348.2 1,306.2 1,935.3 ( 93.7 ) 5,496.0

Gross margin 313.1 398.1 177.0 ( 95.0 ) 793.2

Canadian resource taxes — 131.3 — — 131.3

Gross margin (excluding Canadian resource taxes) 313.1 529.4 177.0 ( 95.0 ) 924.5

Operating earnings (loss) 173.2 372.4 103.2 ( 242.6 ) 406.2

Capital expenditures 374.6 171.7 128.2 42.4 716.9

Depreciation, depletion and amortization expense 244.8 175.6 80.1 5.0 505.5

Six months ended June 30, 2023

Net sales to external customers $ 2,052.9 $ 1,736.3 $ 2,762.1 $ 447.0 $ 6,998.3

Intersegment net sales 614.9 19.0 — ( 633.9 ) —

Net sales 2,667.8 1,755.3 2,762.1 ( 186.9 ) 6,998.3

Gross margin 475.5 749.3 11.7 5.0 1,241.5

Canadian resource taxes — 215.8 — — 215.8

Gross margin (excluding Canadian resource taxes) 475.5 965.1 11.7 5.0 1,457.3

Operating earnings (loss) 412.4 729.3 ( 52.2 ) ( 175.7 ) 913.8

Capital expenditures 261.0 167.0 149.9 53.9 631.8

Depreciation, depletion and amortization expense 245.6 144.0 69.4 5.2 464.2

As of June 30, 2024 $ 10,991.6 $ 8,527.5 $ 4,755.6 $ ( 1,708.2 ) $ 22,566.5

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

______________________________

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

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)

______________________________

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

For the three and six months ended June 30, 2024, distribution operations in India and China collectively had revenue of $ 120.9 million and $ 250.1 million, respectively, and gross margin of $ 2.4 million and $ 9.9 million, respectively.

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

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

Three Months Ended

June 30, Six Months Ended

(in millions) 2024 2023 2024 2023

1 unchanged sentence

Brazil $ 1,037.9 $ 1,367.3 $ 1,890.7 $ 2,667.9

222.0 300.8 442.8 732.1

Canada 147.2 134.8 289.2 215.9

China 112.8 89.4 236.8 234.8

Japan 41.3 38.5

Paraguay 45.0 51.2 81.9 96.8

Colombia 32.6 39.0

Mexico 22.4 77.7

Australia 16.9 20.3

Peru 11.6 6.7

Argentina 30.3 24.2 41.5 43.1

Japan 28.1 59.5 69.4 98.0

Colombia 26.0 23.4 58.6 62.4

India 12.0 89.5 19.2 210.9

Honduras 8.7 12.3 13.7 20.3

Peru 7.4 15.3 19.0 22.0

Mexico 7.2 13.4 29.6 91.1

Dominican Republic 4.0 8.0 4.0 11.1

Australia — 7.1 16.9 27.4

Other 13.2 17.9 23.7 35.9

7 unchanged sentences

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.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Net sales by product type are as follows:

Three Months Ended

June 30, Six Months Ended

(in millions) 2024 2023 2024 2023

4 unchanged sentences

Performance Products (a)

514.7 690.4 981.5 1,230.9

Phosphate Rock 37.7 48.2 78.5 89.0

1 unchanged sentence

$ 2,816.6 $ 3,394.0 $ 5,496.0 $ 6,998.3

____________________________________________

(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

Investment in Ma'aden Wa’ad al Shamal Phosphate Company

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 were valued at approximately $ 1.5 billion on the date of the agreement.

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

1 unchanged sentence

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