What changed in this filing

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Item 1. Financial Statements

2024-11-12 compared with 2024-08-07 · 150 added, 138 removed, 703 unchanged (29% of the section changed)

3 unchanged sentences

(In millions, except per share amounts)

Three months ended Six months ended

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

Three months ended Nine months ended

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

Net sales $ 2,810.9 $ 3,548.3 $ 8,306.9 $ 10,546.6

5 unchanged sentences

Interest expense, net ( 41.7 ) ( 17.4 ) ( 136.1 ) ( 94.5 )

Foreign currency transaction (loss) gain ( 267.9 ) 148.5 ( 368.2 ) 199.9

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

(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

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

Foreign currency transaction gain (loss) 100.9 ( 96.9 ) ( 267.3 ) 103.0

Other (expense) income ( 0.4 ) ( 50.1 ) 6.8 ( 66.1 )

Earnings (loss) from consolidated companies before income taxes 174.2 ( 18.6 ) 125.0 1,002.0

Provision for (benefit from) income taxes 48.0 ( 5.9 ) 152.9 220.8

Earnings (loss) from consolidated companies 126.2 ( 12.7 ) ( 27.9 ) 781.2

Equity in net earnings of nonconsolidated companies 4.5 15.8 64.2 60.0

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

Net earnings including noncontrolling interests 130.7 3.1 36.3 841.2

Net earnings attributable to noncontrolling interests 8.5 7.3 30.4 41.6

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

Net earnings (loss) attributable to Mosaic $ 122.2 $ ( 4.2 ) $ 5.9 $ 799.6

Basic net earnings (loss) per share attributable to Mosaic $ 0.38 $ ( 0.01 ) $ 0.02 $ 2.40

Basic weighted average number of shares outstanding 318.4 331.5 320.6 333.0

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

Diluted net earnings (loss) per share attributable to Mosaic $ 0.38 $ ( 0.01 ) $ 0.02 $ 2.39

Diluted weighted average number of shares outstanding 319.4 331.5 321.6 335.1

3 unchanged sentences

(In millions)

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

Three months ended Nine months ended

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

Net earnings (loss) including noncontrolling interest $ 130.7 $ 3.1 $ 36.3 $ 841.2

Other comprehensive income (loss), net of tax

Foreign currency translation (loss) gain ( 136.5 ) 146.0 ( 266.2 ) 175.4

Foreign currency translation gain (loss) 104.6 ( 153.3 ) ( 161.6 ) 22.1

Net actuarial gain and prior service cost 0.4 25.3 1.8 26.0

Realized gain on interest rate swap — 0.3 — 1.2

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

Comprehensive (loss) income ( 289.4 ) 515.2 ( 372.1 ) 1,021.1

Net gain (loss) on marketable securities held in trust fund 13.7 ( 11.5 ) 0.8 ( 5.5 )

Other comprehensive income (loss) 118.7 ( 139.2 ) ( 159.0 ) 43.8

Comprehensive income (loss) 249.4 ( 136.1 ) ( 122.7 ) 885.0

Comprehensive income attributable to noncontrolling interest 9.0 6.4 27.7 42.7

Comprehensive (loss) income attributable to Mosaic $ ( 297.6 ) $ 503.8 $ ( 390.8 ) $ 984.8

Comprehensive income (loss) attributable to Mosaic $ 240.4 $ ( 142.5 ) $ ( 150.4 ) $ 842.3

See Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

(In millions, except per share amounts)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Current assets:

24 unchanged sentences

Other noncurrent liabilities 2,855.4 2,429.2

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

Preferred Stock, $ 0.01 par value, 15,000,000 shares authorized, none issued and outstanding as of September 30, 2024 and December 31, 2023

Common Stock, $ 0.01 par value, 1,000,000,000 shares authorized, 394,648,083 shares issued and 317,869,351 shares outstanding as of September 30, 2024, 393,875,241 shares issued and 324,103,141 shares outstanding as of December 31, 2023

Capital in excess of par value 1.6 —

9 unchanged sentences

(In millions)

Six months ended

June 30, 2024 June 30, 2023

Nine months ended

September 30, 2024 September 30, 2023

Cash Flows from Operating Activities:

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

Net earnings including noncontrolling interests $ 36.3 $ 841.2

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

7 unchanged sentences

Gain on sale of business — ( 56.5 )

Pension settlement loss — 42.4

Other 75.4 82.0

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

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

Cash, cash equivalents and restricted cash - September 30 $ 332.1 $ 601.8

See Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

(In millions)

Six months ended

June 30, 2024 June 30, 2023

Nine months ended

September 30, 2024 September 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:

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Cash paid during the period for:

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

Interest (net of amount capitalized of $ 26.1 and $ 24.1 for the nine months ended September 30, 2024 and 2023, respectively)

$ 114.0 $ 92.9

7 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

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 income — — — ( 4.2 ) ( 138.3 ) 6.4 ( 136.1 )

1 unchanged sentence

Stock based compensation — — 6.0 — — — 6.0

Share repurchases, including tax of $1.4 million

( 3.9 ) — ( 14.0 ) ( 137.5 ) — — ( 151.5 )

Dividends ($ 0.20 per share)

— — — ( 66.6 ) — — ( 66.6 )

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

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

7 unchanged sentences

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

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

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 — — — 122.2 118.2 9.0 249.4

3 unchanged sentences

( 1.8 ) — ( 3.9 ) ( 46.6 ) — — ( 50.5 )

Dividends ($0.21 per share)

— — — ( 67.4 ) — — ( 67.4 )

Dividends for noncontrolling interests — — — — — ( 5.8 ) ( 5.8 )

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

Balance as of September 30, 2024 317.9 $ 3.2 $ 1.6 $ 13,915.0 $ ( 2,111.2 ) $ 152.7 $ 11,961.3

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

7 unchanged sentences

Dividends for noncontrolling interests — — — — — ( 17.6 ) ( 17.6 )

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

Balance as of September 30, 2024 317.9 $ 3.2 $ 1.6 $ 13,915.0 $ ( 2,111.2 ) $ 152.7 $ 11,961.3

See Notes to Condensed Consolidated Financial Statements

49 unchanged sentences

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

In November 2024, the FASB issued guidance which requires more detailed disclosure about specified categories of expenses (purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion) included in certain expense captions on the face of the income statement.

Additionally, the amendments require disclosure of the total amount of selling expenses and an annual disclosure of the definition of selling expenses.

These amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The disclosures may be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements.

We are currently evaluating the impact this new guidance will have on our disclosures.

THE MOSAIC COMPANY

2 unchanged sentences

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

June 30, 2024 December 31, 2023

September 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 June 30, Six Months Ended June 30,

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

2024 2023 2024 2023

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

Net income (loss) attributable to Mosaic $ 122.2 $ ( 4.2 ) $ 5.9 $ 799.6

Basic weighted average number of shares outstanding 318.4 331.5 320.6 333.0

1 unchanged sentence

Diluted weighted average number of shares outstanding 319.4 331.5 321.6 335.1

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.

Basic net income (loss) per share attributable to Mosaic $ 0.38 $ ( 0.01 ) $ 0.02 $ 2.40

Diluted net income (loss) per share attributable to Mosaic $ 0.38 $ ( 0.01 ) $ 0.02 $ 2.39

A total of 1.4 million and 0.8 million shares of common stock subject to issuance related to share-based awards for the three and nine months ended September 30, 2024, and 0.6 million and 0.4 million for the three and nine months ended September 30, 2023 have been excluded from the calculation of diluted EPS because the effect would have been anti-dilutive.

Inventories consist of the following:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Raw materials $ 125.7 $ 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 June 30, 2024 and December 31, 2023, respectively.

Mosaic had goodwill of $ 1.1 billion as of September 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 ( 18.2 ) ( 3.1 ) — ( 21.3 )

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

Balance as of September 30, 2024 $ 1,008.7 $ 96.5 $ 12.1 $ 1,117.3

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

1 unchanged sentence

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.

The current estimated fair value of our Mosaic Fertilizantes reporting unit is not significantly in excess of its carrying value.

Because we currently believe that our long-term financial goals for this reporting unit 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 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.

As of September 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)

June 30, 2024

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

September 30, 2024

Cash and cash equivalents $ 1.9 $ — $ — $ 1.9

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 June 30, 2024 and December 31, 2023 :

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

(in millions) Fair

8 unchanged sentences

$ 143.6 $ ( 6.7 ) $ 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 June 30, 2024.

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, 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.

June 30, 2024

September 30, 2024

Due in one year or less $ 24.1

3 unchanged sentences

Total debt securities $ 711.3

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.

For the three and nine months ended September 30, 2024, realized gains were $ 6.4 million and $ 17.2 million, respectively, and realized losses were $ 1.2 million and $ 10.4 million, respectively.

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.

Financing Arrangements

3 unchanged sentences

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

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

As of September 30, 2024 and December 31, 2023, we had financed inventory of $ 200.0 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)

million at any point in time.

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 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 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.

During the three and nine months ended September 30, 2024, the Company sold approximately $ 97.0 million and $ 324.9 million, respectively, of accounts receivable under this arrangement.

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

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 June 30, 2024, $ 0.1 million had been collected but not yet remitted to the bank.

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

As of September 30, 2024, $ 1.5 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 180 days from date of shipment.

As of June 30, 2024 and December 31, 2023, the total structured accounts payable arrangements were $ 265.8 million and $ 399.9 million, respectively.

As of September 30, 2024 and December 31, 2023, the total structured accounts payable arrangements were $ 402.3 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 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 September 30, 2024, we had $ 499.4 million outstanding under this program, with a weighted average interest rate of 5.01 % and remaining average term of nine 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 June 30, 2024, $ 500 million has been drawn under this facility.

As of September 30, 2024, $ 500.0 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.

9 unchanged sentences

(iii) close and monitor Gypstacks at our Florida and Louisiana facilities at the end of their useful lives;

(iv) remediate certain other conditional obligations;

(iv) remediate certain other conditional

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(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;

2 unchanged sentences

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

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.

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.

A reconciliation of our AROs is as follows:

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

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

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

23 unchanged sentences

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.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Plant City and Bonnie Facilities.

1 unchanged sentence

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)

cannot perform such closure activities.

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.

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.

6 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 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.

As of September 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 $ 389.5 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 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.

During the nine months ended September 30, 2024, gross unrecognized tax benefits decreased by $ 1.8 million to $ 24.0 million.

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

reserves and foreign exchange.

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 $ 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.

We had accrued interest and penalties totaling $ 7.7 million and $ 6.4 million as of September 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 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.

For the three months ended September 30, 2024, discrete tax items recorded in tax expense was a benefit of approximately $ 4.4 million.

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

tax return provision and changes in valuation allowance.

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.

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

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.

than including them in the consolidated effective tax rate.

For the three months ended September 30, 2024, income tax expense was impacted by this set of rules, resulting in an additional expense of $ 0.3 million compared to what would have been recorded under the general rule on a consolidated basis.

For the nine months ended September 30, 2024, discrete tax items recorded in tax expense was an expense of approximately $ 114.9 million.

tax return provisions, non-U.S.

audit settlements, and other miscellaneous costs.

13 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 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.

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

As of September 30, 2024 and December 31, 2023, the gross asset position of our derivative instruments was $ 6.1 million and $ 36.4 million, respectively, and the gross liability position of our liability instruments was $ 9.6 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

(in millions of Units) September 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 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 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 aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position as of September 30, 2024 and December 31, 2023 was $ 9.4 million and $ 15.6 million, respectively.

We have no cash collateral posted in association with

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

these contracts.

If the credit-risk-related contingent features underlying these agreements were triggered on September 30, 2024, we would have been required to post an additional $ 6.5 million of collateral assets, which are either cash or U.S.

Treasury instruments, to the counterparties.

Counterparty Credit Risk

10 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 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.

As of September 30, 2024 and December 31, 2023, the gross asset position of our foreign currency derivative instruments was $ 6.1 million and $ 36.4 million, respectively, and the gross liability position of our foreign currency derivative instruments was $ 5.8 million and $ 8.0 million, respectively.

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

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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.

The gross asset position of our commodity derivative instruments was zero as of September 30, 2024 and December 31, 2023, and the gross liability position of our commodity instruments was $ 3.8 million and $ 9.2 million as of September 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 June 30, 2024.

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

THE MOSAIC COMPANY

2 unchanged sentences

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Carrying Amount Fair Value Carrying Amount Fair Value

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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 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.

During the three and nine months ended September 30, 2024, we repurchased 1,772,144 and 7,006,632 shares of Common Stock in the open market for approximately $ 50.0 million and $ 210.4 million, respectively, at an average purchase price per share of $ 28.21 and $ 30.03 , 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.

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.

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.

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, at an average purchase price of $ 37.99 and $ 47.31 per share, respectively.

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 and six months ended June 30, 2024 and June 30, 2023:

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

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

Three Months Ended September 30, 2024

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

Other comprehensive income (loss) 101.6 1.1 — 17.7 120.4

2 unchanged sentences

Other comprehensive income (loss) attributable to noncontrolling interest ( 0.5 ) — — — ( 0.5 )

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 )

Balance as of September 30, 2024 $ ( 2,089.1 ) $ ( 31.2 ) $ 8.1 $ 1.0 $ ( 2,111.2 )

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 )

2 unchanged sentences

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

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

Nine Months Ended September 30, 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 2.7 — — — 2.7

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 as of September 30, 2024 $ ( 2,089.1 ) $ ( 31.2 ) $ 8.1 $ 1.0 $ ( 2,111.2 )

Nine Months Ended September 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 ( 1.1 ) — — — ( 1.1 )

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

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

THE MOSAIC COMPANY

2 unchanged sentences

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

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.

As of September 30, 2024 and December 31, 2023, the net amount due to our non-consolidated companies totaled $ 1.0 million and $ 0.8 million, respectively.

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

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

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

2024 2023 2024 2023

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

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.

Marketing fees of approximately $ 3.3 million and $ 12.3 million and $ 3.6 million and $ 12.9 million, are included in revenue for the three and nine months ended September 30, 2024 and 2023, respectively.

Contingencies

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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 $ 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.

Taking into consideration established accruals of approximately $ 225.7 million and $ 203.2 million as of September 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.

6 unchanged sentences

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 June 30, 2024, we have a reserve of $ 21.9 million for estimated water management and other costs associated with this event.

As of September 30, 2024, we have a reserve of $ 20.1 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.

4 unchanged sentences

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.

We have begun repairs;

stabilization grouting is now complete, and high-pressure grouting began in October 2024.

The area of the stack is not in use for either process water storage or additional gypsum placement.

1 unchanged sentence

No offsite impacts are known or expected.

Repairs are underway.

As of June 30, 2024, we have a reserve of $ 105.0 million for estimated repairs.

As of September 30, 2024, we have a reserve of $ 99.6 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.

33 unchanged sentences

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.

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, we expect those obligations to be undertaken by third-party indemnitors and/or insurers.

THE MOSAIC COMPANY

2 unchanged sentences

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 $ 641.4 million.

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.

We estimate that our probable aggregate loss with respect to these claims is approximately $ 91.3 million, which is included in our accrued liabilities in our Condensed Consolidated Balance Sheets at September 30, 2024.

Approximately $ 439.8 million of the foregoing maximum potential loss relates to labor claims, of which approximately $ 71.9 million is included in accrued liabilities in our Condensed Consolidated Balance Sheets at September 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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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

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

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

Three months ended June 30, 2024

Three months ended September 30, 2024

Net sales to external customers $ 776.7 $ 521.7 $ 1,399.2 $ 113.3 $ 2,810.9

7 unchanged sentences

Depreciation, depletion and amortization expense 117.7 68.4 39.9 11.9 237.9

Three months ended June 30, 2023

Three months ended September 30, 2023

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

7 unchanged sentences

Depreciation, depletion and amortization expense 116.5 65.8 53.9 2.5 238.7

Six months ended June 30, 2024

Nine months ended September 30, 2024

Net sales to external customers $ 2,788.9 $ 1,811.5 $ 3,334.5 $ 372.0 $ 8,306.9

7 unchanged sentences

Depreciation, depletion and amortization expense 362.5 244.0 120.0 16.9 743.4

Six months ended June 30, 2023

Nine months ended September 30, 2023

Net sales to external customers $ 2,951.7 $ 2,449.7 $ 4,492.7 $ 652.5 $ 10,546.6

7 unchanged sentences

Depreciation, depletion and amortization expense 362.1 209.8 123.3 7.7 702.9

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

As of September 30, 2024 $ 11,214.4 $ 7,467.5 $ 5,202.6 $ ( 592.8 ) $ 23,291.7

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

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

For the 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.

For the three and nine months ended September 30, 2024, distribution operations in India and China collectively had revenue of $ 111.1 million and $ 361.2 million, respectively, and gross margin of $ 15.9 million and $ 25.9 million, respectively.

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.

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2024 2023 2024 2023

2 unchanged sentences

217.3 209.9 660.1 942.0

Canada 147.2 134.8 289.2 215.9

China 149.7 123.8 386.5 358.6

Canada 68.2 58.8 357.4 274.7

Paraguay 58.1 80.2 140.0 177.0

Argentina 30.3 24.2 41.5 43.1

Japan 33.7 33.1 103.1 131.1

Colombia 26.0 23.4 58.6 62.4

India 31.3 80.3 50.5 291.2

Honduras 8.7 12.3 13.7 20.3

Argentina 28.4 27.2 69.9 70.3

Colombia 23.8 16.8 82.4 79.2

Australia 21.1 20.4 38.0 47.8

Peru 20.2 30.2 39.2 52.2

Mexico 9.8 27.7 39.4 118.8

Honduras 7.7 4.9 21.4 25.2

Dominican Republic 6.2 2.0 10.2 13.1

Australia — 7.1 16.9 27.4

Other 30.9 18.8 54.6 54.7

11 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2024 2023 2024 2023

17 unchanged sentences

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