What changed in this filing

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Item 9A. Controls and Procedures

2025-03-03 compared with 2024-02-22 · 422 added, 479 removed, 2333 unchanged (28% of the section changed)

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Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated any change in internal control over financial reporting that occurred during the quarter ended December 31, 2023 in accordance with the requirements of Rule 13a-15(d) promulgated by the SEC under the Exchange Act.

There were no changes in internal control over financial reporting identified in connection with management’s evaluation that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our management, with the participation of our principal executive officer and our principal financial officer, have evaluated any changes in our internal control over financial reporting that occurred during the three months ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the third quarter of 2024, we completed the implementation of a new enterprise resource planning (“ ERP ”) system.

As a result, we have modified or implemented certain annual internal controls over financial reporting to address the new control environment and processes associated with the new ERP system.

There were no other changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information.

During the quarter ended December 31, 2024, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement ” or “non-Rule 10b5-1 trading arrangement ” as those terms are defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Not Applicable.

Directors, Executive Officers and Corporate Governance.

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“Business,” in this report is incorporated herein by reference.

The information under the heading "Corporate Governance - Insider Trading Policy" included in our definitive proxy statement for our 2025 annual meeting of stockholders is incorporated herein by reference.

A copy of our insider trading policy is filed as Exhibit 19 to this Form 10-K.

We have a Code of Business Conduct and Ethics within the meaning of Item 406 of Regulation S-K adopted by the SEC under the Exchange Act that applies to our principal executive officer, principal financial officer and principal accounting officer.

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Reference to Filed with

Agreement and Plan of Merger and Contribution, dated as of January 26, 2004, by and among IMC Global Inc.

(now known as Mosaic Global Holdings Inc.), Global Nutrition Solutions, Inc.

(now known as The Mosaic Company (“Mosaic”), as successor by merger to MOS Holdings Inc.

(“MOS Holdings”)), GNS Acquisition Corp., Cargill, Incorporated (“Cargill”) and Cargill Fertilizer, Inc., as amended by Amendment No.

1 to Agreement and Plan of Merger and Contribution, dated as of June 15, 2004, and as further amended by Amendment No.

2 to Agreement and Plan of Merger and Contribution, dated as of October 18, 2004 (1)

Exhibit 2.1 to Mosaic’s Current Report on Form 8-K dated October 22, 2004, and filed on October 28, 2004 (2)

Restated Certificate of Incorporation of Mosaic, effective May 19, 2016

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Exhibit 4.iii to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019

10.ii.a Time Charter dated as of October 24, 2017 between Tampa Port Services, LLC and Savage Harvest Operations, LLC

Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated October 24, 2017 and filed on October 30, 2017

10.ii.b Guaranty dated as of October 24, 2017 by The Mosaic Company

Exhibit 10.2 to Mosaic’s Current Report on Form 8-K dated October 24, 2017 and filed on October 30, 2017

The Mosaic Company 2004 Omnibus Stock and Incentive Plan (the “Omnibus Incentive Plan”), as amended October 8, 2009

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to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended August 31, 2011 (2)

Description of Mosaic Management Incentive Program

10.iii.c.1 (3)

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

Exhibit 10.iii.c.i to Mosaic's Annual Report on Form 10-K for the Fiscal Year ended December 31, 2023

10.iii.c.2 (3)

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Exhibit 10.iii.c.4 to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2017 (2)

10.iii.c.4 (3)

Mosaic LTI Deferral Plan, approved December 18, 2024

10.iii.d.1 (3)

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

Board of Directors compensatory plans, as described under the caption "Director Compensation" in The Mosaic Company definitive proxy statement to be filed with the Securities and Exchange Commission (in connection with the 2024 Annual Meeting of Stockholders).

Executive Perquisite Program

The material under “Compensation Discussion and Analysis—Other Executive Compensation Arrangements, Policies and Practices—Perquisites” in Mosaic’s Proxy Statement dated April 12, 2023

The Mosaic Company 2014 Stock and Incentive Plan (the “2014 Incentive Plan”)

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10.iii.k.7 (3)

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

Exhibit 10.iii.kk to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2016 (2)

10.iii.k.4 (3)

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

Exhibit 10.iii.a to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2020

10.iii.k.5 (3)

Form of Executive TSR Stock Settled Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 4, 2020

Exhibit 10.iii.b to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2020

10.iii.k.6 (3)

Form of Executive TSR Cash Settled Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 4, 2020

Exhibit 10.iii.c to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2020

10.iii.k.7 (3)

Form of Global Restricted Stock Unit Award Agreement (March 2023)

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Exhibit 10.1 to Mosaic's Current Report on Form 8-K dated December 15, 2023 and filed on December 20, 2023

10.iii.l.4(3) Form of Executive TSR Stock-Settled Performance Unit Award Agreement approved March 5, 2024, under The Mosaic Company 2023 Stock and Incentive Plan

Exhibit 10.iii.i to Mosaic's Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2024

10.iii.l.5(3) Form of Executive TSR Cash-Settled Performance Unit Award Agreement approved March 5, 2024, under The Mosaic Company 2023 Stock and Incentive Plan

Exhibit 10.iii.ii to Mosaic's Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2024

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

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Exhibit 10.v.ii to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2016(2)

19 The Mosaic Company Insider Trading and Tipping Policy

21 Subsidiaries of the Registrant

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23.3 Tapira Consent of Qualified Persons

23.4 Belle Plaine Potash Facility Consent of Qualified Persons

Exhibit 23.3 to Mosaic's Annual Report on Form 10-K for the fiscal year ended December 31, 2023

23.4 Belle Plaine Potash Facility Consent of Qualified Persons

23.5 Esterhazy Potash Facility Consent of Qualified Persons

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96.3 Belle Plaine Potash Facility Technical Report Summary

Exhibit 96.3 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021

96.4 Tapira Technical Report Summary

Exhibit 96.4 to Mosaic's Annual Report on Form 10-K for the fiscal year ended December 31, 2023

97.1 Incentive Compensation Recovery Policy

Exhibit 97.1 to Mosaic's Annual Report on Form 10-K for the fiscal year ended December 31, 2023

101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) X

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Chief Executive Officer and President

February 22, 2024

March 3, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Name Title Date

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

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

Bodine Chief Executive Officer and President and Director (principal executive officer) March 3, 2025

/s/ Luciano Siani Pires Executive Vice President and Chief Financial Officer (principal financial officer) March 3, 2025

Luciano Siani Pires

/s/ Russell A.

Flugel Vice President—Controller and Chief Accounting Officer (principal accounting officer) February 22, 2024

* Chairman of the Board of Directors February 22, 2024

* Director February 22, 2024

Flugel Vice President—Controller and Chief Accounting Officer (principal accounting officer) March 3, 2025

* Chairman of the Board of Directors March 3, 2025

* Director March 3, 2025

João Roberto Gonçalves Teixeira

* Director February 22, 2024

* Director March 3, 2025

/s/ Philip E.

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Interest Expense, Net

Foreign Currency Transaction Gain (Loss)

Foreign Currency Transaction (Loss) Gain

Gain on Sale of Equity Investment

Other (Expense) Income

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Consolidated Statements of Earnings

Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Balance Sheets

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These results are consolidated in the Phosphates segment.

The Phosphates segment also includes our 25% interest in the Ma’aden Wa’ad Al Shamal Phosphate Company (“ MWSPC ”), a joint venture to develop, own and operate integrated phosphate production facilities in the Kingdom of Saudi Arabia.

We market approximately 25% of the MWSPC phosphate production.

We recognize our equity in the net earnings or losses relating to MWSPC on a one-quarter reporting lag in our Consolidated Statements of Earnings.

Through December 24, 2024, the Phosphates segment included our 25 % interest in the Ma’aden Wa’ad Al Shamal Phosphate Company (“ MWSPC ”), a joint venture to develop, own and operate integrated phosphate production facilities in the Kingdom of Saudi Arabia.

On December 24, 2024, we exchanged our ownership of MWSPC for shares of Saudi Arabian Mining Company (“ Ma’aden ”).

Our equity in the net earnings or losses relating to MWSPC were recognized on a one-quarter lag in our Consolidated Statements of Earnings.

• Our Potash business segment owns and operates potash mines and production facilities in Canada and the U.S.

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

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

Intersegment eliminations, unrealized mark-to-market gains/losses on derivatives, the investment in equity securities of Ma'aden, debt expenses, corporate functional costs and the results of the China and India distribution businesses are included within Corporate, Eliminations and Other.

See Note 25 of the Consolidated Financial Statements in this Form 10-K for segment results.

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The markets for our products are highly competitive, and the most important competitive factor for our products is delivered price.

Business and economic conditions and governmental policies affecting the agricultural industry and customer sentiment are the most significant factors affecting worldwide demand for crop nutrients.

Business and economic conditions and governmental policies affecting the agricultural industry and customer sentiment are the most significant factors affecting worldwide demand for crop nutrients with the impact of demand for biofuels and batteries also playing an increasing role.

The profitability of our businesses is heavily influenced by worldwide supply and demand for our products, which affects our sales prices and volumes.

Our costs per tonne to produce our products are also heavily influenced by fixed costs associated with owning and operating our major facilities, significant raw material costs in our Phosphates and Mosaic Fertilizantes businesses, and fluctuations in currency exchange rates.

Our products are generally sold based on the market prices prevailing at the time the sales contract is signed or through contracts which are priced at the time of shipment.

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Forward sales programs at fixed prices increase the lag between prevailing market prices and our average realized selling prices.

and parameters of these sales programs vary over time based on our marketing strategy, which considers factors that include, among others, optimizing our production and operating efficiency within warehouse limitations, as well as customer requirements.

The mix and parameters of these sales programs vary over time based on our marketing strategy, which considers factors that include, among others, optimizing our production and operating efficiency within warehouse limitations, as well as customer requirements.

The use of forward sales programs and the level of customer prepayments may vary from period to period due to changing supply and demand environments, seasonality and market sentiments.

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The product price for ammonia is generally highly dependent on the supply and demand balance for ammonia.

In North America, we purchase approximately one-third of our ammonia from various suppliers in the spot market, with the remaining two-thirds either purchased through a long-term ammonia supply agreement (the “ CF Ammonia Supply Agreement ”) with an affiliate of CF Industries, Inc.

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

The CF Ammonia Supply Agreement provides for U.S.

natural gas-based pricing that is intended to lessen pricing volatility.

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

During 2023, the contract provided an advantage over pricing in the spot market.

At times, we have paid more or less for ammonia under the agreement than in the spot market.

On October 14, 2022, we received notice from CF to exercise the bilateral, contractual right to end the ammonia supply agreement in its current form, effective January 1, 2025.

In North America, two-thirds of our ammonia is sourced either through ammonia supply agreements or produced internally at our Faustina, Louisiana, location with the remaining one-third purchased from various suppliers in the spot market.

We have agreements with various suppliers to ensure we have reliable sources of supply for ammonia to support competitive pricing in various market conditions.

In Brazil, we purchase all our ammonia from a single supplier.

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Our per tonne selling prices for potash are affected by shifts in the product mix, geography and customer mix.

Our Potash business is significantly affected by Canadian resource taxes and royalties that we pay to the Province of Saskatchewan in order for us to mine and sell our potash products.

Our Potash business is significantly affected by Canadian resource taxes that we pay to the Province of Saskatchewan and royalties we pay to mineral holders in order for us to mine and sell our potash products.

In addition, cost of goods sold is affected by a number of factors, including:

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Selling, general and administrative expenses 496.9 500.5 498.0 (3.6) (1) % 2.5 1 %

Impairment, restructuring and other expenses — — 158.1 — NM (158.1) (100) %

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

Other operating expenses 393.5 372.0 472.5 21.5 6 % (100.5) (21) %

Operating earnings 621.5 1,338.1 4,785.3 (716.6) (54) % (3,447.2) (72)

Interest expense, net (182.8) (129.4) (137.8) (53.4) 41 % 8.4 (6) %

Foreign currency transaction gain (loss) 194.0 97.5 (78.5) 96.5 99 % 176.0 NM

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

Foreign currency transaction (loss) gain (685.8) 194.0 97.5 (879.8) NM 96.5 99 %

Gain on sale of equity investment 522.2 — — 522.2 NM — NM

Other income (expense) 40.3 (76.8) (102.5) 117.1 (152) % 25.7 (25) %

Earnings from consolidated companies before income taxes 315.4 1,325.9 4,642.5 (1,010.5) (76) % (3,316.6) (71)

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Earnings from consolidated companies 128.7 1,148.9 3,418.2 (1,020.2) (89) % (2,269.3) (66) %

Equity in net earnings of nonconsolidated companies 60.3 196.0 7.8 (135.7) (69) % 188.2 NM

Equity in net earnings of nonconsolidated companies 73.3 60.3 196.0 13.0 22 % (135.7) (69) %

Net earnings including noncontrolling interests 202.0 1,209.2 3,614.2 (1,007.2) (83) % (2,405.0) (67) %

Net earnings attributable to noncontrolling interests 44.3 31.4 4.3 12.9 41 % 27.1 NM

Net earnings attributable to noncontrolling interests 27.1 44.3 31.4 (17.2) (39) % 12.9 41 %

Net earnings attributable to Mosaic $ 174.9 $ 1,164.9 $ 3,582.8 $ (990.0) (85) % $ (2,417.9) (67) %

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Overview of the Years ended December 31, 2024 and 2023

Net earnings attributable to Mosaic for the year ended December 31, 2023 were $1.2 billion, or $3.50 per diluted share, compared to $3.6 billion, or $10.06 per diluted share for 2022.

Net earnings attributable to Mosaic for the year ended December 31, 2024 were $174.9 million, or $0.55 per diluted share, compared to $1.2 billion, or $3.50 per diluted share for 2023, driven by lower finished good sales pricing in our Potash and Mosaic Fertilizantes segments and lower sales volumes across our segments, as discussed further below.

Net income for the year ended December 31, 2024 was unfavorably impacted by a foreign currency transaction loss of $686 million, compared to a foreign currency transaction gain of $194 million in the prior year period.

Current year net income benefited from a gain of $522 million on the sale of our equity investment in MWSPC, as discussed further below.

Significant factors that affected our results of operations and financial condition in 2024 and 2023 are listed below.

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Year ended December 31, 2024

In our Phosphates segment, operating results for 2024 were unfavorable compared to the prior year due to lower finished goods sales volumes partially offset by higher average selling prices.

Sales volumes in the current year were unfavorably impacted by planned maintenance and turnaround activity at our sites as well as impacts from hurricanes Florida in the second half of the year.

Phosphate operating results were also unfavorably impacted by increased product costs due to our sales volumes including a larger proportion of purchased tonnes than the prior year.

We increased our purchases in 2024 to offset lost production in the first quarter from a fire at our Riverview, Florida facility.

Average selling prices for the current year were favorable versus the prior year as prices have continued trending upwards since the third quarter of 2023, driven by strong demand in North America.

Operating results also benefited from lower raw material costs, primarily sulfur, compared to the prior year period.

In our Potash segment, operating results for 2024 were unfavorably impacted by lower global average selling prices, resulting from improved global supply.

Operating results were also unfavorably impacted by lower sales volumes in the second half of the year resulting from production challenges in the third quarter due to electrical issues at two of our mines and supply chain delays caused by the port strike in Vancouver, Canada.

In our Mosaic Fertilizantes segment, operating results for 2024 were unfavorably impacted by a decrease in average selling prices compared to the prior year period.

Sales prices of potash and nitrogen in Brazil decreased as global supply improved.

Sales volumes were down compared to the prior year period as a result of our decision to prioritize sales to lower credit-risk customers, and to focus on obtaining improved gross margin over sales volumes.

In addition to the items mentioned above :

• In April 2024, we entered into an agreement with Ma’aden to exchange our 25% ownership of the Ma'aden Wa’ad al Shamal Phosphate Company for 111,012,433 shares of Ma’aden.

The transaction closed on December 24, 2024 at a value of approximately $1.5 billion, resulting in a pre-tax gain of approximately $0.5 billion.

The shares are reflected in Equity Securities and Investments in Nonconsolidated Companies in our Consolidated Balance Sheet at December 31, 2024.

• In 2024, we repurchased 7,944,507 shares of Common Stock in the open market for approximately $235.4 million at an average purchase price of $29.63.

In February 2025, the U.S.

imposed tariff increases on imports from several countries, including a 25% tariff on most imports from Canada, including potash.

Subsequently, the implementation of these tariffs has been paused for 30 days following an agreement between the U.S.

At this time, we do not expect these tariffs to have a significant impact on our Potash business and operating results.

Year ended December 31, 2023 :

For the year ended December 31, 2023, operating results in all of our segments were impacted by lower average sales prices compared to the prior year.

Global markets softened compared to the prior year, with a rebound in supply combined with buyers delaying purchases in the first half of the year, in anticipation of lower prices.

Buyer deferral reversed in the later part of the current year, and we saw seasonal price strength in many markets.

Buyer deferral reversed in the later part of 2023, and we saw seasonal price strength in many markets.

In the Phosphates segment, operating results for 2023 were driven by lower average selling prices, partially offset by lower raw material costs and higher sales volumes compared to the prior year.

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This was partially offset by higher sales volumes, driven by the factor discussed above.

Current year operating results were also unfavorably impacted by higher idle plant and maintenance turnaround costs, due to the temporary idling of our Colonsay, Saskatchewan mine in the first half of the year, due to market conditions, and the length of turnarounds, compared to the prior year.

Operating results for 2023 were also unfavorably impacted by higher idle plant and maintenance turnaround costs, due to the temporary idling of our Colonsay, Saskatchewan mine in the first half of the year, due to market conditions and the length of turnarounds, compared to the prior year.

In the Mosaic Fertilizantes segment, 2023 results were unfavorably impacted by a decrease in average selling prices compared to the prior year period, driven by the factors discussed above.

Sales volumes of finished goods, including performance products, were higher in the current year period, compared to the same period in the prior year, due to an increased customer base as a result of our growth strategy to expand our presence in Brazil.

Sales volumes of finished goods, including performance products, were higher in 2023, compared to the same period in the prior year, due to an increased customer base as a result of our growth strategy to expand our presence in Brazil.

Results were also favorably impacted by a decrease in product costs for our distribution business, and lower sulfur and ammonia costs in our production business.

Other highlights in 2023 include :

• In January 2023, we completed the sale of the Streamsong Resort ® (the “ Resort ”) and the approximately 7,000 acres on which it sits for net proceeds of $158 million.

The Resort is a destination resort and conference center, which we developed in an area of previously mined land as part of our long-term business strategy to maximize the value and utility of our extensive land holdings in Florida.

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

The sale resulted in a gain of $57 million.

• In the first quarter of 2023, we purchased the other 50% interest of equity of Gulf Sulphur Services (“ GSS ”), which gives us full ownership and secures control of our sulfur supply chain in the Gulf of Mexico.

• In February 2023, pursuant to existing stock repurchase authorizations, we entered into an accelerated share repurchase agreement (the “ 2023 ASR Agreement ”) with a third-party financial institution to repurchase $300 million of our Common Stock.

In 2023, we repurchased 16,879,059 shares of Common Stock in the open market for approximately $748 million.

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

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

In the fourth quarter of 2023, our Board of Directors approved a regular dividend increase to $0.84 per share annually from $0.80, beginning with the dividend declared in December 2023.

• In May 2023, we entered into a 10-year senior unsecured term loan facility pursuant to which we can draw up to $700 million.

The term loan matures on May 18, 2033.

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

As of December 31, 2023, $500 million has been drawn under this facility.

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

On December 4, 2023, we issued new 5.375% senior notes consisting of $400 million aggregate principal, amount due 2028.

• In 2021, the U.S.

Department of Commerce (“ DOC ”) issued countervailing duty (“ CVD ”) orders on imports of phosphate fertilizers from Morocco and Russia, in response to petitions filed by Mosaic.

The orders were based on DOC's determination that the imports were unfairly subsidized and the U.S.

International Trade Commission's (“ ITC ”) determination that the imports materially injure the U.S.

fertilizer industry.

The purpose of the CVD orders was to remedy the injury and thereby restore fair competition.

CVD orders normally stay in place for at least five years, with possible extensions.

Moroccan and Russian producers have initiated actions at the U.S.

Court of International Trade (“ CIT ”) seeking to overturn the orders.

Mosaic has also made claims contesting certain aspects of DOC’s final determinations that, we believe, failed to capture the full extent of Moroccan and Russian subsidies.

These litigation challenges remain underway.

Most recently, in January 2024, DOC and the ITC issued revised determinations on remand from the CIT, upholding their original determinations that Moroccan phosphate fertilizer is unfairly subsidized, and that Moroccan and Russian imports materially injure the U.S.

industry, respectively.

The CIT is now reviewing these remand determinations.

Also in January 2024, the CIT issued a ruling affirming DOC's original determinations that Russian phosphate fertilizer is unfairly subsidized.

When a CVD order is in place, DOC normally conducts annual administrative reviews, which establish a final CVD assessment rate for past imports during a defined period, and a CVD cash deposit rate for future imports.

In November 2023, DOC announced the final results of the first administrative reviews for the CVD orders on phosphate fertilizers for Russia and Morocco, covering the period November 30, 2020 to December 31, 2021.

DOC calculated new subsidy rates of 2.12% for Moroccan producer OCP and 28.50% for Russian producer PhosAgro.

Mosaic, foreign producers, and a U.S.

importer have appealed these decisions to the CIT.

DOC is also conducting administrative reviews covering the period January 1, 2022 to December 31, 2022.

The applicable final CVD assessment rates and cash deposit rates for imports of phosphate fertilizer from Morocco and Russia could change as a result of these various proceedings and potential associated appeals, whether in federal courts or at the World Trade Organization.

Year ended December 31, 2022 :

Operating results for the year ended December 31, 2022 in all of our segments increased, mainly from higher average sales prices compared to the prior year period.

Average selling prices rose throughout 2021 and into the first half of 2022, driven by tightness in global supply and demand.

The Russian invasion of Ukraine in February 2022 created instability in global commodities markets.

The invasion, together with the continuation of reduced potash exports by Belarus, significantly reduced the physical supply of fertilizer and agricultural commodities produced in those geographies.

This contributed to rising fertilizer prices globally.

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

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

Selling prices increased due to the factors described above and were partially offset by higher raw material costs, primarily sulfur and ammonia, due to global supply and demand.

Finished product sales volumes were unfavorable versus the prior year, due to adverse weather conditions in North America, which contributed to a condensed spring season, the deferral of customers purchases in North America, and delayed shipments caused by impacts from Hurricane Ian which occurred at the end of the third quarter in 2022.

In the Potash segment, 2022 operating results were favorably impacted by higher average selling prices compared to the prior year period, driven by the factors discussed above.

This was partially offset by lower sales volumes, due to customers deferring purchases to future periods.

In the Mosaic Fertilizantes segment, 2022 results were favorably impacted by higher average selling prices compared to the prior year period, driven by the factors discussed above, partially offset by higher raw material and production costs and lower sales volumes compared to the prior year.

Productions costs increased due to inflation and higher raw materials costs, which increased due to higher global prices for sulfur and ammonia.

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

Phosphates Net Sales and Gross Margin

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The Phosphates segment’s net sales were $4.5 billion for the year ended December 31, 2024, compared to $4.7 billion for the same period a year ago.

The decrease in net sales was primarily due to lower average finished goods selling prices, which resulted in a decrease in net sales of approximately $1.7 billion.

This was partially offset by higher sales volumes of finished product, which favorably impacted net sales by approximately $350 million.

Net sales were also unfavorably impacted by approximately $110 million due to lower raw materials sales driven by lower sales prices and volumes of sulfur and ammonia.

Our average finished product selling price decreased 29%, to $646 per tonne for the year ended December 31, 2023, compared to $913 per tonne for the same period a year ago, due to the factors discussed in the Overview.

The Phosphates segment’s sales volumes of finished products increased to 7.0 million tonnes for the year ended December 31, 2023, compared to 6.6 million tonnes in 2022, due to the factors discussed in the Overview.

Gross margin for the Phosphates segment decreased to $702.1 million in the current year compared with $1.8 billion for the prior year.

The decrease was primarily driven by significantly lower finished product selling prices, which unfavorably impacted gross margin by approximately $1.7 billion compared to the prior year.

Gross margin was also negatively impacted

by approximately $200 million, due to increased conversion costs, and $100 million due to increased rock costs, as discussed below.

These decreases were partially offset by lower raw material costs of sulfur and ammonia as discussed below, which impacted gross margin by approximately $590 million and by increased sales volumes of approximately $200 million.

Gross margin was also favorably impacted by approximately $110 million of lower costs related to the timing of idle plant and turnaround costs in the current year period.

Our average consumed price for ammonia in our North American operations decreased to $426 per tonne in 2023 from $603 a year ago.

The decrease in net sales was primarily due to lower finished goods sales volumes, which unfavorably impacted net sales by approximately $310 million.

In addition, Miski Mayo operations had an unfavorable impact of approximately $40 million compared to the prior year period due to lower selling prices.

These impacts were partially offset by approximately $150 million due to higher finished product selling prices in the year current period.

Our average finished product selling price increased 4%, to $672 per tonne for the year ended December 31, 2024, compared to $646 per tonne for the same period a year ago, due to the factor discussed in the Overview.

The Phosphates segment’s sales volumes of finished products decreased to 6.4 million tonnes for the year ended December 31, 2024, compared to 7.0 million tonnes in 2023, due to the production challenges discussed in the Overview.

Gross margin for the Phosphates segment decreased to $594.0 million in the current year compared with $702.1 million for the prior year.

Gross margin was unfavorably impacted by lower finished goods sales volumes, which unfavorably impacted gross margin by approximately $130 million, higher conversion of approximately $80 million and higher blended rock costs of approximately $70 million.

The current year gross margin was also unfavorably impacted by approximately $40 million

related to selling a higher proportion of purchased tonnes compared to the prior year period, higher idle costs of approximately $40 million, primarily due to impacts from Hurricane Milton, and higher freight costs of approximately $10 million.

In addition, Miski Mayo gross margin was approximately $30 million lower than the prior year primarily due to a decrease in selling prices.

These impacts were partially offset by favorable impacts from higher finished goods selling prices of approximately $150 million and lower raw material costs, primarily sulfur as discussed below, of approximately $150 million.

Our average consumed price for ammonia in our North American operations increased to $435 per tonne in 2024 from $426 a year ago.

The average consumed price for sulfur for our North American operations decreased to $132 per long ton for the year ended December 31, 2024, from $181 in the prior year period.

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The average consumed cost of purchased and produced rock increased to $85 per tonne in the current year, from $75 a year ago.

For the year ended December 31, 2023, our North American phosphate rock production decreased to 9.1 million tonnes from 9.6 million tonnes in the prior year, due to geology of rock and operational challenges.

The Phosphates segment’s production of crop nutrient dry concentrates and animal feed ingredients were similar to the prior year at approximately 6.6 million tonnes.

For the year ended December 31, 2023, our operating rate for processed phosphate production decreased to 65%, compared to 67% in the same period of the prior year.

For the year ended December 31, 2024, our North American phosphate rock production decreased slightly to 9.0 million tonnes from 9.1 million tonnes in the prior year.

The Phosphates segment’s production of crop nutrient dry concentrates and animal feed ingredients decreased to 6.3 million tonnes from 6.6 million in the prior year.

For the year ended December 31, 2024, our operating rate for processed phosphate production decreased slightly to 64%, compared to 65% in the same period of the prior year.

Potash Net Sales and Gross Margin

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The Potash segment’s net sales decreased to $2.4 billion for the year ended December 31, 2024, compared to $3.2 billion in the prior year.

The decrease in net sales was driven by an unfavorable impact from lower selling prices of approximately $2.5 billion, partially offset by favorable sales volumes of approximately $550 million.

Our average finished product selling price was $365 per tonne for the year ended December 31, 2023, a decrease of $278 per tonne compared with the prior year period, due to the factors discussed in the Overview.

The Potash segment’s sales volumes increased to 8.9 million tonnes for the year ended December 31, 2023, compared to 8.1 million tonnes in the same period a year ago, due to the factors discussed in the Overview.

Gross margin for the Potash segment decreased to $1.2 billion in the current year, from $2.8 billion in the prior year period.

The decrease in gross margin in the current year period is primarily due to lower selling prices, which unfavorably impacted gross margin by approximately $2.5 billion.

This was partially offset by a reduction in Canadian resource taxes and royalties of $580 million, as discussed below, and by an increase of approximately $380 million, due to higher sales volumes compared to the prior year.

Higher idle and turnaround costs of approximately $40 million, largely due to the idling of our Colonsay, Saskatchewan mine during the first half of the current year, also negatively impacted gross margin in the current year.

Lower average selling prices had an unfavorable impact on net sales of approximately $760 million versus the prior year period.

Net sales were also unfavorably impacted by approximately $70 million due to lower finished goods sales volumes compared to the prior period.

Our average finished product selling price was $273 per tonne for the year ended December 31, 2024, a decrease of $92 per tonne compared with the prior year period, due to the factor discussed in the Overview.

The Potash segment’s sales volumes decreased to 8.7 million tonnes for the year ended December 31, 2024, compared to 8.9 million tonnes in the same period a year ago, due to the factors discussed in the Overview.

Gross margin for the Potash segment decreased to $643.2 million in the current year, from $1.2 billion in the prior year period.

Gross margin was unfavorably impacted by approximately $760 million due to the decrease in average selling prices, and approximately $50 million due to lower sales volumes.

This was partially offset by lower Canadian resource taxes of approximately $170 million in the current year period, as discussed below.

Gross margin was also favorably impacted by approximately $40 million, due to lower idle and maintenance turnaround costs in the current year period due to the timing of turnarounds.

In addition, gross margin was favorably impacted by lower conversion costs of approximately $30 million.

We had expense of $232.2 million from Canadian resource taxes for the year ended December 31, 2024 compared to $403.4 million in the prior year.

Royalty expense also decreased to $40.5 million for the year ended December 31, 2024 from $53.6 million in the prior year.

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

For the year ended December 31, 2023, potash production decreased to 8.2 million tonnes, compared to 9.1 million tonnes in the prior year period, resulting in an operating rate of 73% for 2023, compared to 81% for 2022.

Lower production in the

current year was largely driven by increased idle time compared to the prior year period, due to the Colonsay mine being idle during the first half of the year as mentioned above and planned downtime at our Esterhazy mine.

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

For the year ended December 31, 2024, potash production increased to 8.8 million tonnes, compared to 8.2 million tonnes in the prior year period, resulting in an operating rate of 76% for 2024, compared to 73% for 2023.

The increased operating rate in the current year period reflects higher production across our Canadian mines, due to less maintenance downtime at our

Esterhazy and Belle Plaine locations and our Colonsay mine operating for a portion of the current year period.

Prior year production was impacted by maintenance downtime during the first half of the year.

Mosaic Fertilizantes Net Sales and Gross Margin

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The Mosaic Fertilizantes segment’s net sales were $4.4 billion for the year ended December 31, 2024, compared to $5.7 billion for 2023.

In the current period, net sales were unfavorably impacted by approximately $2.5 billion due to lower finished product selling prices, partially offset by the impact of higher finished goods sales volumes of approximately $200 million.

Net sales were also unfavorably impacted by decreased revenues from other products, primarily acids, of approximately $300 million, due to lower selling prices.

In the current period, net sales were unfavorably impacted by approximately $870 million of lower finished goods sales prices and by approximately $350 million of lower finished goods sales volumes.

This was partially offset by a $20 million favorable impact from sales of other products, primarily sulfuric acid.

The overall average finished product selling price decreased $97 per tonne, to $490 per tonne for 2024, due to the decrease in global prices referenced in the Overview.

The Mosaic Fertilizantes segment’s sales volume increased to 9.7 million tonnes for the year ended December 31, 2023, compared to 9.4 million tonnes for the prior year period, due to the factors discussed in the Overview.

Gross margin for the Mosaic Fertilizantes segment decreased to $211.6 million for the year ended December 31, 2023, from $1.0 billion in the prior year.

In the current year, gross margin was unfavorably impacted by approximately $2.5 billion due to lower average selling prices.

This impact was partially offset by approximately $1.7 billion related to lower product costs, primarily reductions in material purchases by our distribution business and lower raw materials costs in the current year compared to the prior year.

Lower idle and turnaround costs also favorably impacted gross margin by approximately $20

Foreign currency had an unfavorable impact of approximately $50 million on gross margin in the current year compared to the prior year.

The average consumed price for ammonia for our Brazilian operations was $807 per tonne for the year ended December 31, 2023, compared to $1,301 per ton in the prior year.

The Mosaic Fertilizantes segment’s sales volume decreased to 9.0 million tonnes for the year ended December 31, 2024, compared to 9.7 million tonnes for the prior year period, due to the change in strategic focus discussed in the Overview.

Gross margin for the Mosaic Fertilizantes segment increased to $406.6 million for the year ended December 31, 2024, from $211.6 million in the prior year.

The increase in gross margin was primarily due to the focus on obtaining margin over sales volume as discussed in the Overview and lower costs, which had a favorable impact of $1.13 billion, driven by a decrease in product costs for our distribution business, and lower sulfur and ammonia costs in our production business.

This was partially offset by approximately $870 million related to the decrease in average selling prices during the current year period, and approximately $40 million due to lower sales volumes in the current year period.

The average consumed price for ammonia for our Brazilian operations was $627 per tonne for the year ended December 31, 2024, compared to $807 per tonne in the prior year.

The average consumed sulfur price for our Brazilian operations was $173 per long tonne for the year ended December 31, 2024, compared to $232 in the prior year.

The purchase prices of these raw materials are driven by global supply and demand, and include transportation, transformation and storage costs.

The Mosaic Fertilizantes segment’s production of crop nutrient dry concentrates and animal feed ingredients decreased 4% to 3.5 million tonnes for the year ended December 31, 2023, compared to 3.6 million tonnes in the prior year.

The Mosaic Fertilizantes segment’s production of crop nutrient dry concentrates and animal feed ingredients increased 1% compared to the prior year.

For the year ended December 31, 2024, our phosphate operating rate was 78%, compared to 77% in the prior year.

Our Brazilian phosphate rock production decreased to 3.9 million tonnes for the year ended December 31, 2023 compared to 4.2 million for the prior year period due to unplanned maintenance downtime.

Our Brazilian phosphate rock production increased to 3.9 million tonnes for the year ended December 31, 2024 compared to 4.0 million for the prior year period.

Corporate, Eliminations and Other

In addition to our three operating segments, we assign certain costs to Corporate, Eliminations and Other, which is presented separately in Note 25 of our Notes to Consolidated Financial Statements.

The Corporate, Eliminations and Other category includes intersegment eliminations, including profit on intersegment sales, unrealized mark-to-market gains and losses on derivatives, debt expenses, corporate functional costs and the results of the China and India distribution businesses.

Gross margin for Corporate, Eliminations and Other was a gain of $81.9 million for the year ended December 31, 2023, compared to a gain of $108.2 million in the same period a year ago.

Gross margin was favorably impacted by higher elimination of profit on intersegment sales in the current year period of approximately $116 million, compared to the prior year period of approximately $19 million.

Gross margin was also favorably impacted by a net unrealized gain on derivatives of approximately $29 million in the current year period, compared to a net unrealized loss of approximately $21 million in the prior year period.

Distribution operations in India and China had revenues and gross margin of $898.9 million and $(16.8) million, respectively, for the year ended December 31, 2023, compared to revenues and gross margin of $1.1 billion and $130.9 million, respectively, for the year ended December 31, 2022.

The decreases were primarily due to decreased selling prices in the current year compared to the prior year period.

This was partially offset by lower product costs in the current year due to softer global market conditions in the current year.

Sales volumes of finished products were 1.9 million tonnes and 1.6 million tonnes for the years ended December 31, 2023 and 2022, respectively.

The Corporate, Eliminations and Other category includes intersegment eliminations, including profit on intersegment sales, unrealized mark-to-market gains and losses on derivatives and the investment in equity securities of Ma'aden, debt expenses, corporate functional costs and the results of the China and India distribution businesses.

Gross margin for Corporate, Eliminations and Other was a loss of $131.9 million for the year ended December 31, 2024, compared to a gain of $81.9 million in the same period a year ago.

Gross margin was unfavorably impacted by higher elimination of profit on intersegment sales in the current year period of approximately $139 million, compared to the prior year.

Gross margin was also unfavorably impacted by a $101 million net unrealized loss on derivatives in the current year period, primarily foreign currency derivatives, compared to a $29 million net unrealized gain in the prior year period.

Distribution operations in India and China had revenues and gross margin of $519.6 million and $39.7 million, respectively, for the year ended December 31, 2024, compared to revenues and gross margin of $898.9 million and $(16.8) million, respectively, for the year ended December 31, 2023.

China and India gross margin was favorably impacted by lower product costs in the current year period compared to the prior year.

This was partially offset by the impact of lower selling prices compared to the prior year period.

Other Income Statement Items

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Selling, general and administrative expenses $ 496.9 $ 500.5 $ 498.0 $ (3.6) (1) % $ 2.5 1 %

Impairment, restructuring and other expenses — — 158.1 — NM (158.1) (100) %

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

Other operating expenses 393.5 372.0 472.5 21.5 6 % (100.5) (21) %

Interest (expense) (230.0) (189.0) (168.8) (41.0) 22 % (20.2) 12 %

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Interest expense, net (182.8) (129.4) (137.8) (53.4) 41 % 8.4 (6) %

Foreign currency transaction gain (loss) 194.0 97.5 (78.5) 96.5 99 % 176.0 NM

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

Foreign currency transaction (loss) gain (685.8) 194.0 97.5 (879.8) NM 96.5 99 %

Gain on sale of equity investment 522.2 — — 522.2 NM — NM

Other income (expense) 40.3 (76.8) (102.5) 117.1 NM 25.7 (25) %

Provision for income taxes 186.7 177.0 1,224.3 9.7 5 % (1,047.3) (86)

Equity in net earnings of nonconsolidated companies 60.3 196.0 7.8 (135.7) (69) % 188.2 NM

Equity in net earnings of nonconsolidated companies 73.3 60.3 196.0 13.0 22 % (135.7) (69) %

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $496.9 million for the year ended December 31, 2024, compared to $500.5 million for the same period a year ago.

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

professional services costs related to executing on our strategic initiatives.

This was largely offset by approximately $16 million due to lower incentive compensation and other employee-related costs in the current year compared to the prior year.

The decrease was primarily due to approximately $20 million of lower consulting and professional services and lower compensation and other employee-related costs of approximately $15 million in the current year period.

This was largely offset by approximately $30 million of bad debt reserve in our Mosaic Fertilizantes segment.

Other Operating Expenses

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

The current year includes approximately $185 million related to upward revisions in estimated closure costs for our AROs at our closed facilities, compared to approximately $157 million in the prior year, and approximately $110 million related to increases in environmental reserves, compared to approximately $173 million in the prior year.

The current year period included $45 million related to costs of maintaining closed and indefinitely idled facilities compared to approximately $41 million in the prior year.

These costs were primarily related to our Phosphate segment.

Current year expenses were partially offset by a gain on the sale of the Resort of approximately $57 million.

The change from the prior year was primarily due to an arbitration reserve of approximately $52 million in the current year.

Other operating expense was also impacted by lower estimated closure costs for our asset retirement obligations (“ AROs ”) at our closed facilities, which were approximately $53 million lower than the prior year.

In addition, environmental reserves in our Phosphates segment were lower compared to the prior year by approximately $13 million.

The prior year included a gain on the sale of the Streamsong Resort of approximately $57 million.

Interest Expense, Net

Net interest expense decreased to $129.4 million for the year ended December 31, 2023, compared to $137.8 million in 2022.

The change from the prior year is driven by higher interest income, primarily due to interest received in the current year period of $10 million on tax credit refunds from our Brazilian subsidiaries.

Foreign Currency Transaction Gain (Loss)

In 2023, we recorded a foreign currency transaction gain of $194.0 million, compared to a gain of $97.5 million in 2022.

The gain was the result of the effect of the weakening of the U.S.

Net interest expense increased to $182.8 million for the year ended December 31, 2024, compared to $129.4 million in 2023.

The increase was primarily due to higher short term debt levels in the current year period and lower interest income.

The prior year included approximately $10 million on tax credit refunds from our Brazilian subsidiaries.

Foreign Currency Transaction (Loss) Gain

In 2024, we recorded a foreign currency transaction loss of $685.8 million, compared to a gain of $194.0 million in 2023.

The loss was the result of the effect of the strengthening of the U.S.

dollar relative to the Brazilian real on intercompany loans and U.S.

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dollar relative to the Canadian dollar on intercompany loans.

Other (Expense) Income

For the year ended December 31, 2023, we had other expense of $76.8 million compared to income of $102.5 million in the prior year.

The change from the prior year is primarily due to lower realized losses on the marketable securities held in the RCRA Trusts of approximately $19 million in the current year compared to $46 million in the prior year.

The current year expense also includes approximately $42 million related to the settlement loss on the termination of a pension plan as further described in Note 18 of our Notes to Consolidated Financial Statements.

Equity in Net Earnings of Nonconsolidated Companies

For the year ended December 31, 2023, we had a gain from equity of nonconsolidated companies of $60.3 million, net of tax, compared to a gain of $196.0 million, net of tax, for the prior year.

These results were primarily related to the operations of MWSPC, which was unfavorably impacted by lower selling prices for its products in the current year compared to the prior year.

Our reported foreign currency gains and losses are often non-cash in nature because they are related to intercompany transactions.

Gain on Sale of Equity Investment

On December 24, 2024 we exchanged our 25% ownership of MWSPC for 111,012,433 shares of Ma’aden at a value of approximately $1.5 billion, resulting in a pre-tax gain, net of expenses, of $522.2 million.

See further discussion of this transaction in Note 9 of our Notes to Consolidated Financial Statements.

Other Income (Expense)

For the year ended December 31, 2024, we had other income of $40.3 million compared to expense of $76.8 million in the prior year.

The change from the prior year is primarily due to an unrealized gain of approximately $28 million related to our investment in shares of Ma'aden being marked to market at period end.

In the current year we had a gain of approximately $8 million on the finalization of amounts related to the 2023 termination of a pension plan compared to a settlement loss of approximately $42 million in the prior year.

We also had a realized gain on the marketable securities held in the RCRA Trusts of approximately $2 million compared to a loss of $19 million in the prior year.

Provision for Income Taxes

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For all years, our income tax is impacted by the mix of earnings across jurisdictions in which we operate, by a benefit associated with depletion and by the impact of certain entities being taxed in both their foreign jurisdiction and the U.S., including foreign tax credits for various taxes incurred.

For the year ended December 31, 2023, tax expense specific to the period included a net benefit of $43.4 million.

The net benefit relates to the following:

$38.1 million related to true-up of estimates primarily related to our U.S.

tax return, $24.4 million related to changes to valuation allowances in Brazil, and $11.6 million related to an increase in a U.S.

The tax benefits are partially offset by a net tax cost of $29.3 million related to income tax expense on undistributed earnings, and $1.4 million of other miscellaneous costs.

In 2021 the Organization for Economic Co-operation and Development (the “OECD”) issued the Inclusive Framework on Base Erosion Profit Shifting.

The framework introduced a two-pillar tax system that would be effective on January 1, 2024.

Many countries have adopted or intend to adopt these rules in alignment with the effective date.

The framework introduced a 15 percent global minimum tax commonly referred to as Pillar Two for certain multinational companies.

The Company is subject to Pillar Two and legislation has been enacted or substantively enacted in certain jurisdictions the Company operates in as of December 31, 2023.

This legislation will be effective for the Company’s beginning on January 1, 2024.

The Company is in the process of evaluating the impact on its consolidated financial statements.

For the year ended December 31, 2024, tax expense specific to the period included a net expense of $125.9 million.

The net expense relates to the following:

$99.9 million related to 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), $7.1 million related to true-up of estimates from our U.S.

tax return provisions, $24.2 million related to changes to valuation allowances in Brazil, the Netherlands, and the U.S., $4.0 million related to share-based excess benefit, $2.5 million related to changes in tax rates and $6.2 million related to other

miscellaneous expenses.

The tax expenses are partially offset by a net tax benefit related to changes in U.S.

state tax law of $18.1 million.

Equity in Net Earnings of Nonconsolidated Companies

For the year ended December 31, 2024, we had a gain from equity of nonconsolidated companies of $73.3 million, net of tax, compared to a gain of $60.3 million, net of tax, for the prior year.

These results were primarily related to the operations of MWSPC.

Critical Accounting Estimates

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As of October 31, 2024, the date of our annual impairment testing, the Company concluded that the fair values of the reporting units which include goodwill, Potash, Mosaic Fertilizantes and Corporate, Eliminations and Other, were in substantial excess of their respective carrying values and the goodwill for those units was not impaired.

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

While we are currently assessing the full impact of this change, our Mosaic Fertilizantes reporting unit would have an estimated fair value that is not in significant excess of its carrying value.

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

As of December 31, 2023, we had $99.6 million of goodwill in our Mosaic Fertilizantes reporting unit.

See Note 10 of our Notes to Consolidated Financial Statements for additional information regarding the goodwill impairment analysis, including the methodologies and assumptions used in estimating the fair values of our reporting units.

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

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

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

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

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

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

in the form of share repurchases or dividends.

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

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During 2024 we returned capital to our stockholders through share repurchases of $235.4 million and by paying dividends of $270.7 million.

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

As of December 31, 2024, we had cash and cash equivalents of $272.8 million, marketable securities held in trusts to fund future obligations of $695.2 million, long-term debt including current maturities of $3.4 billion, short-term debt of $847.1 million and stockholders’ equity of $11.6 billion.

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Our results of operations, after non-cash adjustments to net earnings, contributed $1.3 billion to cash flows from operating activities during 2024, compared to $2.0 billion during 2023.

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

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

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

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

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

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

During 2024, we had a favorable change in assets and liabilities of $21.1 million, compared to $401.7 million in 2023.

The change in assets and liabilities for the year ended December 31, 2024, was primarily driven by unfavorable changes in inventories of $275.6 million and other current and long-term assets of $79.2 million.

These changes were mostly offset by favorable impacts from changes in accounts payable and accrued liabilities of $96.4 million and other noncurrent liabilities of $220.3 million.

The change in inventories was driven primarily by an increase in inventory volumes in Brazil.

The change in other current and noncurrent assets was primarily due to an increase in supplier prepayments and cloud computing costs in the current year.

The increase in accounts payable and accrued liabilities was primarily driven by the timing of payments.

The increase in other noncurrent liabilities was primarily due to an increase in environmental reserves in the current year.

Investing Activities

Net cash used in investing activities for the year ended December 31, 2024 was comparable to the same period a year ago at $1.3 billion, primarily driven by capital expenditures of $1.25 billion in 2024.

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

GSS is now wholly-owned by Mosaic.

Financing Activities

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

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

Net cash used in financing activities was $131.9 million for the year ended December 31, 2024, compared to $1.5 billion in the prior year.

In 2024, we made paid dividends of $302.6 million and made repurchases of our common stock for $235.4 million.

We also made net payments on our long-term debt of $3.1 million and had net payments on structured accounts payable of $17.7 million.

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

In 2024, we received net proceeds from short-term borrowings of $253.2 million.

Debt Instruments, Guarantees and Related Covenants

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We issue letters of credit through our revolving credit facility and bilateral agreements.

As of December 31, 2023, we had $10.5 million of outstanding letters of credit through our credit facility and $52.6 million outstanding through bilateral agreements.

As of December 31, 2024, we had no outstanding letters of credit through our credit facility and $63.8 million outstanding through bilateral agreements.

We primarily incur liabilities for reclamation activities in our Florida operations and for phosphogypsum management system (“ Gypstack ” or “ Gypstacks ”) closure in our Florida and Louisiana operations where, for permitting purposes, we must either pass a test of financial strength or provide credit support, typically in the form of cash deposits, surety bonds or letters of credit.

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Most of our export sales of potash crop nutrients are marketed through a North American export association, Canpotex, which funds its operations in part through third-party financing facilities.

As a member, Mosaic or our subsidiaries are subject to certain conditions and exceptions and contractually obligated to reimburse Canpotex for their pro rata share of any operating expenses or other liabilities incurred.

As a member, Mosaic and our subsidiaries are subject to certain conditions and exceptions and contractually obligated to reimburse Canpotex for their pro rata share of any operating expenses or other liabilities incurred.

The reimbursements are made through reductions to members’ cash receipts from Canpotex.

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As of December 31, 2024 and 2023, the fair value of our major foreign currency exchange contracts was an asset of $82.6 million and a liability of $28.4 million, respectively.

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

We recorded an unrealized loss of $108.0 million in cost of goods sold and recorded an unrealized loss of $2.1 million in foreign currency transaction gain (loss) in the Consolidated Statements of Earnings for 2024.

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

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dollar 1.3504 — — 1.3430 1.3445 —

Indian Rupee $ — $ —

Notional (million US$) - short Indian rupee $ 2.0 $ — $ — $ — $ — $ —

Weighted Average Rate - Indian rupee to U.S.

dollar 84.0382 — — — — —

Foreign Currency Exchange Non-Deliverable Forwards

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dollar 84.7720 — — 83.7458 — —

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

Weighted Average Rate - Indian rupee to U.S.

dollar — — — 81.9971 — —

China Renminbi $ 0.1 $ (1.4)

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We use forward purchase contracts, swaps and occasionally three-way collars to reduce the risk related to significant price changes in our inputs and product prices.

In addition, the natural gas-based pricing under the CF Ammonia Supply Agreement is intended to lessen ammonia pricing volatility.

All gains and losses on commodities contracts are recorded in cost of goods sold in the Consolidated Statements of Earnings.

As of December 31, 2024 and 2023, the fair value of our major commodities contracts was ($1.8) million and ($10.3) million, respectively.

We recorded an unrealized loss of $26.3 million in cost of goods sold on the Consolidated Statements of Earnings for 2023.

We recorded an unrealized gain of $7.2 million in cost of goods sold in the Consolidated Statements of Earnings for 2024.

Our primary commodities exposure relates to price changes in natural gas.

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

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

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

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

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

The Company is monitoring the SEC’s proposed rules and recently enacted standards in the European Union and California on climate change disclosure and is taking necessary steps to plan for the anticipated or adopted disclosure requirements.

For example the Company is monitoring recently enacted standards in the European Union and California on climate change disclosure and is taking steps to address those new requirements.

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

In 2024, excluding capital expenditures

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

In 2025, excluding capital expenditures arising out of the consent decrees referred to under “EPA RCRA Initiative” in Note 14 of our Notes to Consolidated Financial Statements, we expect environmental capital expenditures to total approximately $480 million, primarily related to:

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

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In 2026, we estimate environmental capital expenditures will be approximately $465 million and expenditures for land reclamation activities, Gypstack closure and water treatment activities are expected to be approximately $215 million.

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

We spent approximately $545 million and $470 million for the years ended December 31, 2024 and 2023, respectively, for environmental capital expenditures, land reclamation activities, Gypstack closure and water treatment activities.

No assurance can be given that greater-than-anticipated EHS capital expenditures or land reclamation, Gypstack closure or water treatment expenditures will not be required in 2025 or in the future.

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

A denial of our permits, the issuance of permits with cost-prohibitive conditions, substantial delays in issuing key permits, legal actions that prevent us from relying on permits or revocation of permits can prevent or delay our mining at the affected properties and thereby materially affect our business, results of operations, liquidity or financial condition.

In addition, in the U.S., local community involvement has become an increasingly important factor in the permitting process for companies like ours, and various counties and other parties, particularly in Florida, have in the past filed and continue to file lawsuits or administrative appeals challenging the issuance of some of the permits we require.

A denial of our permits, the issuance of permits with cost-prohibitive conditions, substantial delays in issuing key permits, legal actions that prevent us from relying on permits or revocation of permits can prevent or delay our mining or operations at the affected properties and thereby materially affect our business, results of operations, liquidity or financial condition.

In addition, in the U.S., local stakeholder involvement has become an increasingly important factor in the permitting process for companies like ours, and various counties and other parties, particularly in Florida, have in the past filed and continue to file lawsuits or administrative appeals challenging the issuance of some of the permits we require.

These actions can significantly delay permit issuance.

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Federal Initiatives to Define “ Waters of the United States.

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

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

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

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

the conforming rule became effective on September 8, 2023.

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

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

In response to Sackett , EPA issued a final rule that became effective September 8, 2023 intended to conform its definition of WOTUS to the Sackett decision.

As a result of ongoing litigation, the January 2023 WOTUS rule, as “conformed” by the September 2023 rule, is being implemented in 23 states, including New Mexico.

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

Water Quality Regulations for Nutrient Discharges.

New nutrient regulatory initiatives could have a material effect on either us or our customers.

For example, the Gulf Coast Ecosystem Restoration Task Force, established by executive order of the U.S.

President and comprised of five gulf states and eleven federal agencies, has delivered a final strategy for long-term ecosystem restoration for the gulf coast.

The strategy calls for, among other matters, reduction of the flow of excess nutrients into the Gulf of Mexico through state nutrient reduction frameworks, new nutrient reduction approaches and reduction of agricultural and urban sources of excess nutrients.

For example, the Mississippi River/Gulf of America Hypoxia Task Force was established by The

Environmental Protection Agency in 1997 to coordinate activities with twelve states within the Mississippi River Basin to reduce nutrient loading in streams and tributaries through regulatory and voluntary actions.

The strategy calls for, among other matters, reduction of the flow of excess nutrients into the Gulf of America through state nutrient reduction frameworks, new nutrient reduction approaches and reduction of agricultural and urban sources of excess nutrients.

Implementation of the strategy will require legislative or regulatory action at the state level.

We cannot predict what the requirements of any such legislative or regulatory action could be or whether or how it would affect us or our customers.

Through these heightened actions by the states, some are also leveraging groundwater protection initiatives to mandate nutrient use restrictions for fall applications in specific agricultural regions to limit nutrient losses.

While some of the legislative actions have changed application timing of nutrient use, we cannot overall predict what the requirements of any such legislative or regulatory action could be or whether or how it would affect us or our customers.

Reclamation Obligations.

During phosphate mining, we remove overburden in order to retrieve phosphate rock reserves.

During phosphate mining we remove overburden to retrieve phosphate rock reserves.

Once we have finished mining in an area, we use the overburden and sand tailings produced by the beneficiation process to reclaim the area in accordance with approved reclamation plans and applicable laws.

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Management of Residual Materials and Closure of Management Areas.

Mining and processing of potash and phosphate generate residual materials that must be managed both during the operation of the facility and upon and after facility closure.

Mining and processing of potash and phosphate generate residual materials that must be managed both during the operation of the facility and after facility closure.

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

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

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

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

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

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

The incident was reported to the FDEP and the EPA.

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

The incident was reported to the FDEP and EPA.

In connection with the incident, our subsidiary, Mosaic Fertilizer, LLC (“ Mosaic Fertilizer ”), entered into a consent order (“ Order ”) with the FDEP in October 2016.

Pursuant to the Order, Mosaic Fertilizer agreed to, among other things, implement an approved repair plan to close the sinkhole;

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

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See the discussion under “EPA RCRA Initiative” in Note 14 of our Notes to Consolidated Financial Statements for additional information about these matters.

We established and, in 2021, fully funded a trust valued at $25 million (Canadian dollars) in satisfaction of financial assurance requirements for closure of our Saskatchewan Potash facilities.

We have fully funded a trust valued at $25 million (Canadian dollars) in satisfaction of financial assurance requirements for closure of our Saskatchewan Potash facilities.

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

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

Examination of Working Places in Metal and Nonmetal Mines .

In order to comply with U.S.

Mine Safety and Health Administration requirements to examine working places in metal and nonmetal mines, we have adjusted our daily mine workplace examination procedures and added additional requirements for the documentation of adverse conditions when they are identified during the daily examinations.

Climate Change

We are committed to finding ways to meet the challenges of crop nutrient and animal feed ingredient production and distribution in the context of the need to reduce greenhouse gas emissions.

While focused on helping the world grow the food it needs, we have proven our commitment to using our resources more efficiently and have implemented innovative energy recovery technologies that result in our generation of much of the energy we need, particularly in our U.S.

Phosphates operations, from high efficiency heat recovery systems that result in lower greenhouse gas emissions.

In 2021, we announced our goal to achieve net-zero greenhouse gas emissions in Florida by 2030 and companywide by 2040.

We are committed to meeting the challenges of crop nutrient and animal feed ingredient production while working to mitigate greenhouse gas emissions.

We have implemented innovative energy recovery technologies that result in our generation of much of the energy we need, particularly in our U.S.

Phosphates operations, from high efficiency heat recovery systems.

In 2021, we announced our goal to achieve net-zero greenhouse gas emissions companywide by 2040.

Climate Change Regulation.

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The Paris Agreement, which was signed by nearly 200 nations, including the U.S.

and Canada, entered into force in late 2016 and sets out a goal of limiting the average rise in temperatures for this century to below 2 degrees Celsius.

and Canada, entered into force in 2016 and sets out a goal of limiting the average rise in temperatures for this century to below 2 degrees Celsius.

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

In 2015, the U.S.

had submitted a NDC aiming to achieve, by 2025, an economy-wide target of reducing greenhouse gas emissions by 26-28% below its 2005 level.

The NDC also aims to use best efforts to reduce emissions by 28%.

target covers all greenhouse gases that were a part of the 2014 Inventory of Greenhouse Gas Emissions and Sinks.

While the future of the U.S.’s involvement in the Paris Agreement and the status of this NDC are unclear, various legislative or regulatory initiatives relating to greenhouse gases have been adopted or considered by the U.S.

Congress, the EPA or various states and those initiatives already adopted may be used to implement a U.S.

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

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

In 2020, Brazil submitted a new NDC, which reaffirms the country’s commitment to reducing total net greenhouse gas emissions by 37% in 2025 and by 43% in 2030.

The NDC further commits to achieving climate neutrality in 2060.

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

This policy is

implemented by two instruments:

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

Additionally, Brazil has sector-specific policies, such as the National Plan for Low Carbon Emission in Agriculture.

As part of its commitments in the Paris Agreement, Brazil enforced a Biofuels National Policy (“ RenovaBio ”) program in 2020, which sets a carbon credit mechanism based on emission reductions from the use of biofuels.

RenovaBio aims to increase biofuels rate in the country’s energy matrix and reached 97% of its target on the first year.

Under RenovaBio, fossil fuel distributors are required to compensate for the carbon emissions through the acquisition of CBIOS (decarbonization certificates), issued by biofuel producers (e.g., ethanol plants).

Since 2020, the Brazilian Congress became active in proposing other climate-related legislation and could approve new instruments to combat climate change in this current legislature.

We will continue to monitor developments relating to the anticipated legislation, as well as the potential future effect on our operating activities, energy, raw material and transportation costs, results of operations, liquidity or capital resources.

Canada’s intended NDC aims to achieve, by 2030, an economy-wide target of reducing greenhouse gas emissions by 40-45% below 2005 levels.

In late 2016, the Canadian federal government announced plans for a comprehensive tax on carbon emissions, under which provinces opting out of the tax would have the option of adopting a cap-and-trade system.

formally withdrew from the Paris Agreement in January 2025.

Various legislative or regulatory initiatives relating to greenhouse gases have been adopted or considered by the U.S.

Congress, EPA or various states and those initiatives already adopted may be used to implement a U.S.

NDC in the future.

We will continue to monitor climate-related policy in the U.S.

Brazil ratified the Paris Agreement in September 2016, committing to a NDC that includes economy-wide greenhouse gas reduction targets by 2030.

Since 2020, the Brazilian Congress has been active in proposing climate-related legislation and could approve new instruments to combat climate change in this current legislature.

Canada’s intended NDC aims to achieve significant greenhouse gas emission reductions.

In 2016, the Canadian federal government announced plans for a comprehensive tax on carbon emissions, under which provinces opting out of the tax would have the option of adopting a cap-and-trade system.

In the plans, the federal government also committed to implementing a federal carbon pricing backstop system that will apply in any province or territory that does not have a carbon pricing system in place by 2018.

As of January 1, 2023, a carbon tax of $65 per tonne now applies in Canada for any emitter not covered under the federal backstop program or approved provincial program.

As of April 1, 2024 a carbon tax of $80 per tonne now applies in Canada for any emitter not covered under the federal backstop program or approved provincial program.

A revised plan was submitted by Saskatchewan to the federal government in 2022, which was subsequently approved in its entirety in November 2022.

Our Saskatchewan Potash facilities are subject to the Saskatchewan climate change plan regarding emissions at our facilities;

however, indirect costs from the carbon tax associated with electricity, natural gas consumption, and transportation are currently passed through to Mosaic.

As implementation of the Paris Agreement proceeds, more stringent laws and regulations may be enacted to accomplish the goals set out in Canada’s NDC.

We will also continue to monitor developments relating to the anticipated legislation, as well as the potential future effect on our operating activities, energy, raw material and transportation costs, results of operations, liquidity or capital resources.

however, indirect

costs from the carbon tax associated with electricity, natural gas consumption and transportation are currently passed through to Mosaic.

More stringent laws and regulations may be enacted to accomplish the goals set out in Canada’s NDC.

It is possible that future legislation or regulation addressing climate change, including in response to the Paris Agreement or any new international agreements, could adversely affect our operating activities, energy, raw material and transportation costs, results of operations, liquidity or capital resources, and these effects could be material or adversely impact our competitive advantage.

In addition, to the extent climate change restrictions imposed in countries where our competitors operate, such as China, India, former Soviet Union countries or Morocco, are less stringent than in the U.S., Brazil or Canada, our competitors could gain cost or other competitive advantages over us.

In addition, to the extent climate change restrictions imposed in countries where our competitors operate, such as China, India, former Soviet Union countries or Morocco, are less stringent than in our production regions, our competitors could gain cost or other competitive advantages over us.

Operating Impacts Due to Climate Change .

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

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

The impacts of climate change could include changes in rainfall patterns, water shortages, changing sea levels, changing storm patterns and intensities and changing temperature levels.

These changes could be severe.

These impacts could vary by geographic location.

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

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

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

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

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

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Currently, we are involved or concluding involvement for offsite disposal at several Superfund or equivalent state sites.

Moreover, we previously have entered into settlements to resolve liability with regard to Superfund or equivalent state sites.

Moreover, we previously have entered into settlements to resolve liability with regard to

Superfund or equivalent state sites.

In some cases, such settlements have included “reopeners,” which could result in additional liability at such sites in the event of newly discovered contamination or other circumstances.

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Environmental Justice

federal and some state governments increasingly are adopting standards or policies requiring environmental justice reviews in some permitting actions.

Some state governments have adopted or are adopting standards or policies requiring environmental justice reviews in some permitting actions.

In general, they require governmental agencies to evaluate projects for disproportionate impacts to disadvantaged or already burdened communities.

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employee and contractor safety;

human capital

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

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

reclamation and AROs.

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

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• business and economic conditions and governmental policies affecting the agricultural industry where we or our customers operate, including price and demand volatility resulting from periodic imbalances of supply and demand;

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

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

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

• potential U.S.

imposed tariffs on Canadian potash imports and retaliatory tariffs by Canada or other countries on U.S.

phosphates exports;

• changes in farmers’ application rates for crop nutrients;

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• difficulties or delays in receiving, challenges to, increased costs of obtaining or satisfying conditions of, or revocation or withdrawal of required governmental and regulatory approvals, including permitting activities;

• changes in the environmental and other governmental regulation that applies to our operations, including federal legislation or regulatory action expanding the types and extent of water resources regulated under federal law and the possibility of further federal or state legislation or regulatory action affecting or related to greenhouse gas emissions, including carbon taxes or other measures that may be implemented in Canada or other jurisdictions in which we operate, or of restrictions or liabilities related to elevated levels of naturally-occurring radiation that arise from disturbing the ground in the course of mining activities or possible efforts to reduce the flow of nutrients into the Gulf of Mexico, the Mississippi River basin or elsewhere;

• the potential costs and effects of implementation of federal or state water quality standards for the discharge of nitrogen and/or phosphorus into Florida waterways;

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• any significant reduction in customers’ liquidity or access to credit that they need to purchase our products;

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

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

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

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

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

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

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

• difficulties in realizing benefits under our long-term natural gas based pricing ammonia supply agreement with CF, including the risks that the cost savings initially anticipated from the agreement may not be fully realized over the term of the agreement or that the price of natural gas or the market price for ammonia during the agreement’s term are at levels at which the agreement’s natural gas based pricing is disadvantageous to us, compared with purchases in the spot market;

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

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Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of The Mosaic Company and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of earnings, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements).

We have audited the accompanying consolidated balance sheets of The Mosaic Company and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of earnings, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 22, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 3, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical Audit Matter

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

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

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

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

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Tampa, Florida

February 22, 2024

March 3, 2025

Report of Independent Registered Public Accounting Firm

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of earnings, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 22, 2024 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of earnings, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated March 3, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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Tampa, Florida

February 22, 2024

March 3, 2025

Consolidated Statements of Earnings

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Selling, general and administrative expenses 496.9 500.5 498.0

Impairment, restructuring and other expenses — — 158.1

Other operating expenses 393.5 372.0 472.5

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Interest expense, net ( 182.8 ) ( 129.4 ) ( 137.8 )

Foreign currency transaction gain (loss) 194.0 97.5 ( 78.5 )

Other (expense) income ( 76.8 ) ( 102.5 ) 3.9

Foreign currency transaction (loss) gain ( 685.8 ) 194.0 97.5

Gain on sale of equity investment 522.2 — —

Other income (expense) 40.3 ( 76.8 ) ( 102.5 )

Earnings from consolidated companies before income taxes 315.4 1,325.9 4,642.5

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See Accompanying Notes to Consolidated Financial Statements

Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive Income (Loss)

Years Ended December 31,

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Net actuarial gain and prior service cost 10.9 20.1 19.7

Realized gain on interest rate swap 1.4 1.5 1.5

Realized gain (loss) on interest rate swap ( 0.1 ) 1.4 1.5

Net gain (loss) on marketable securities held in trust fund ( 14.8 ) 23.7 ( 24.8 )

Other comprehensive income (loss) ( 499.6 ) 199.3 ( 258.6 )

Comprehensive income 1,408.5 3,355.6 1,547.5

Comprehensive income (loss) ( 297.6 ) 1,408.5 3,355.6

Comprehensive income attributable to noncontrolling interest 21.6 46.3 33.2

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

Comprehensive income (loss) attributable to Mosaic $ ( 319.2 ) $ 1,362.2 $ 3,322.4

See Accompanying Notes to Consolidated Financial Statements

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Property, plant and equipment, net 13,352.6 13,585.4

Investments in nonconsolidated companies 909.0 885.9

Equity securities and investments in nonconsolidated companies 1,533.4 909.0

Goodwill 1,061.1 1,138.6

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Accretion expense for asset retirement obligations 111.2 96.1 81.6

Accretion expense for leases 23.1 15.9 13.4

Amortization of debt financing fees 36.5 21.4 7.2

Share-based compensation expense 31.8 33.0 27.9

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Foreign currency adjustments 462.7 ( 94.0 ) ( 67.9 )

Mine closure costs — — 158.1

Loss on sale of securities 19.4 46.6 —

Write down of inventory to net realizable value 56.7 38.0 —

(Gain) loss on sale of securities ( 2.4 ) 19.4 46.6

Pension settlement loss — 42.4 41.9

Gain on sale of business — ( 56.5 ) —

Gain on sale of equity investment ( 538.2 ) — —

Unrealized (gain) loss on equity securities ( 28.3 ) — —

Other 71.8 95.9 85.7

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

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

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

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

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

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

Stock based compensation — — 33.0 — — — 33.0

Stock option exercises — — 16.0 — — — 16.0

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

Share repurchases, including tax of $ 6.4 million

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

Dividends ($ 0.85 per share)

— — — ( 351.0 ) — — ( 351.0 )

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

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

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

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— — — ( 272.4 ) — — ( 272.4 )

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

Dividends for noncontrolling interests — — — — — ( 31.9 ) ( 31.9 )

Balance as of December 31, 2024 316.9 $ 3.2 $ 2.1 $ 13,926.1 $ ( 2,449.0 ) $ 132.3 $ 11,614.7

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These results are consolidated in the Phosphates segment.

The Phosphates segment also includes our 25 % interest in the Ma’aden Wa’ad Al Shamal Phosphate Company (the “ MWSPC ”), a joint venture to develop, own and operate integrated phosphate production facilities in the Kingdom of Saudi Arabia.

We market approximately 25 % of the MWSPC phosphate production.

We recognize our equity in the net earnings or losses relating to MWSPC on a one-quarter lag in our Consolidated Statements of Earnings.

Through December 24, 2024, the Phosphates segment included our prior 25 % interest in the Ma’aden Wa’ad Al Shamal Phosphate Company (“ MWSPC ”), a joint venture to develop, own and operate integrated phosphate production facilities in the Kingdom of Saudi Arabia.

On December 24, 2024, we exchanged our ownership of MWSPC for shares of Ma’aden.

Our equity in the net earnings or losses relating to MWSPC were recognized on a one-quarter lag in our Consolidated Statements of Earnings.

• Our Potash business segment owns and operates potash mines and production facilities in Canada and the U.S.

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

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

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

Our Canadian resource tax and royalty expenses were $ 272.7 million, $ 457.0 million and $ 1.0 billion during 2024, 2023 and 2022, respectively.

We have approximately $ 96.2 million of assets recorded as of December 31, 2024 related to PIS and Cofins, which is a Brazilian federal value-added tax.

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As of December 31, 2024 and 2023, there were $ 65.1 million and $ 193.1 million, respectively, of trade accounts receivable due from Canpotex.

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

During 2024, 2023 and 2022, sales to Canpotex were $ 884.3 million, $ 1.3 billion and $ 3.0 billion, respectively.

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

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Note Topic Page

9 Investments in Non-Consolidated Companies

9 Equity Securities and Investments in Non-Consolidated Companies

11 Structured Accounts Payable Arrangements

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

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

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

Payments and proceeds rollforward information on structured accounts payable arrangements has historically been provided on the face of the statement of cash flows.

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

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

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

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

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

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

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

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

We adopted this standard as of December 31, 2024.

While this standard required enhanced segment disclosures, adoption of this guidance did not have a material effect on our consolidated financial statements.

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

We expect the adoption of the standard to result in additional disaggregation of our income tax footnote disclosure.

We will begin providing the enhanced disclosure related to income taxes effective with our quarterly report of Form 10-Q for the quarter ending March 31, 2025.

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.

Leasing Activity

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Prepaid expenses 299.8 284.3

Assets held for sale — 101.9

Other 29.1 50.2

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

Capitalized implementation costs expensed were not material in 2023.

Interest expense, net was comprised of the following in 2024, 2023 and 2022:

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Interest capitalized on major construction projects was $ 42.3 million, $ 35.2 million, and $ 26.8 million for 2024, 2023 and 2022, respectively.

Subsequent to December 31, 2024, we entered into an agreement to sell the closed Patos de Minas mine in Brazil which has minimal assets remaining.

EARNINGS PER SHARE

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At December 31, 2023 and 2022, we had accrued dividends of $ 72.3 million and $ 72.9 million which were paid in 2024 and 2023, respectively.

Included in proceeds from issuance of short-term debt and payments of short-term debt were $ 9.6 billion and ($ 9.5 ) billion related to our commercial paper arrangement.

Included in proceeds from issuance of short-term debt and payments of short-term debt were $ 16.8 billion and ($ 16.6 ) billion and $ 9.6 billion and ($ 9.5 ) billion for 2024 and 2023, respectively, related to our commercial paper arrangement.

We had non-cash investing and financing transactions related to right-of-use assets obtained in exchange for lease obligations assets under finance leases in 2024 of $ 9.0 million.

Non-cash investing and financing transactions related to assets acquired under capital leases were $ 35.8 million and $ 27.2 million for 2023 and 2022, respectively.

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

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

INVESTMENTS IN NON-CONSOLIDATED COMPANIES

We had non-cash transactions related to the exchange of our 25% ownership MWSPC for 111,012,433 shares of Ma’aden at a value of approximately $ 1.5 billion, resulting in a gain before transaction expenses of $ 538.2 million.

Depreciation, depletion and amortization includes $ 1,012.5 million, $ 958.9 million and $ 932.1 million related to depreciation and depletion of property, plant and equipment and $ 13.0 million, $ 1.7 million and $ 1.8 million related to the amortization of intangible assets and cloud computing costs for 2024, 2023 and 2022, respectively.

EQUITY SECURITIES AND INVESTMENTS IN NON-CONSOLIDATED COMPANIES

We have investments in various international and domestic entities and ventures.

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

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

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

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

As of December 31, 2023, our cash investment was $ 770.0 million and we marketed approximately 25 % of the phosphate production of this joint venture.

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

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

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

In 2024, 2023 and 2022 our share of equity in net earnings of MWSPC was $ 70.8 million, $ 57.6 million, and $ 194.5 million, respectively.

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.

This transaction closed on December 24, 2024, at a value of approximately $ 1.5 billion, resulting in a gain of $ 522.2 million, net of transaction costs.

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

The shares are included in equity securities and investments in nonconsolidated companies on our Consolidated Balance Sheets.

They are carried at fair value based on the unadjusted quoted price on the Saudi Exchange (Tadawul), with the changes in fair value reported in non-operating income (expense).

At December 31, 2024, the unrealized gain on the Ma’aden shares was $ 28.3 million.

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

to unrelated third -arty customers at market prices.

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

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

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

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

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

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The Potash, Mosaic Fertilizantes and Corporate, Eliminations and Other reporting units were evaluated and not considered at risk of goodwill impairment at October 31, 2024.

Our Phosphate reporting unit has no carries no goodwill.

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

While we are currently assessing the full impact of this change, our Mosaic Fertilizantes reporting unit would have an estimated fair value that is not in significant excess of its carrying value.

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

As of December 31, 2024, $ 18.6 million of our goodwill was tax deductible.

FINANCING ARRANGEMENTS

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As of December 31, 2024 and 2023, we had outstanding letters of credit that utilized a portion of the amount available for revolving loans under the Mosaic Credit Facility of $ 0.0 million and $ 10.5 million, respectively.

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

The net available borrowings for revolving loans under the Mosaic Credit Facility were approximately $ 2.50 billion and $ 2.49 billion as of December 31, 2024 and December 31, 2023, respectively.

As of December 31, 2024, 2023 and 2022 unused commitment fees accrued at an average rate of 0.15 %, generating expenses of $ 3.8 million in each period.

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

Short-Term Debt

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

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

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

As of December 31, 2024 and 2023, we had financed inventory of $ 199.5 million and $ 0.0 million , respectively, under this arrangement, which is included in short-term debt on the Consolidated Balance Sheet.

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

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

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

The Company sold approximately $ 430.7 million and $ 1.3 billion during December 31, 2024 and 2023, respectively, of accounts receivable under these arrangements.

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

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As of December 31, 2024 and 2023, there was no amount outstanding to be remitted to the bank.

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

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

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

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

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

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

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

As of December 31, 2024, we had $ 609.2 million outstanding under this program, with a weighted average interest rate of 4.74 % and a remaining average term of 10 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 .

We had additional outstanding bilateral letters of credit of $ 63.8 million as of December 31, 2024, which includes $ 50.0 million as required by the 2015 Consent Decrees as described further in Note 14 of our Consolidated Financial Statements.

Long-Term Debt, including Current Maturities

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

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

In May 2023, we entered into a 10-year senior unsecured term loan facility pursuant to which we can draw up to $ 700 million.

In May 2023, we entered into a ten year senior unsecured term loan facility pursuant to which we can draw up to $ 700 million.

The term loan matures on May 18, 2033.

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

As of December 31, 2023, $ 500 million has been drawn under this facility.

As of December 31, 2024 and 2023, $ 570 million and $ 500 million, respectively, 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.

In 2023, we paid the outstanding balance of $ 900 million on our 4.25 % senior notes due November 15, 2023.

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

We have the following additional senior notes outstanding:

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

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

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

$ 700 million aggregate principal amount of 4.050 % senior notes due 2027 (the “ Senior Notes of 2017 ”) $ 500 million aggregate principal amount of 5.45 % senior notes due 2033 and $ 600 million aggregate principal amount of 5.625 % senior notes due 2043 (collectively, the “ Senior Notes of 2013 ”);

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

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

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At December 31, 2024 and 2023, these structured accounts payable arrangements were $ 402.3 million and $ 399.9 million, respectively.

Payments and proceeds rollforward information on structured payable arrangements are provided on the Consolidated Statements of Cash Flows.

During 2024, the interest expense component of such programs was $ 22.9 million.

MARKETABLE SECURITIES HELD IN TRUSTS

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

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

the asset or liability.

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

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

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government bonds 268.6 11.5 ( 0.3 ) 279.8

Other holdings 0.2 — — 0.2

Total $ 681.1 $ 15.3 $ ( 12.8 ) $ 683.6

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Undistributed earnings 33.0 % 2.2 % — %

Tax on dividends, deemed dividends, and GILTI 16.2 % 0.7 % 0.1 %

Nondeductible expenses 20.0 % 0.2 % 0.4 %

Other items (none in excess of 5% of computed tax) ( 1.0 ) % ( 2.5 ) % 0.8 %

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

The tax impact of our ordinary business operations is affected by the mix of earnings across jurisdictions in which we operate, by a benefit associated with depletion, changes in valuation allowances and by the impact of certain entities being taxed in both their foreign jurisdiction and the U.S., including foreign tax credits for various taxes incurred.

For the year ended December 31, 2024 , tax expense specific to the period included a net expense of $ 125.9 million.

The net expense relates to the following:

$ 99.9 million related to 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), $ 7.1 million related to true-up of estimates from our U.S.

tax return provisions, $ 24.2 million related to changes to valuation allowances in Brazil, the Netherlands and the U.S., $ 4.0 million related to share-based excess benefit, $ 2.5 million related to changes in tax rates and $ 6.2 million related to other miscellaneous expenses.

The tax expenses are partially offset by a net tax benefit related to changes in U.S.

state tax law of $ 18.1 million.

2023 Effective Tax Rate

In the year ended December 31, 2023, there were two items impacting the effective tax rate:

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

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

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$ 38.1 million related to true-up of estimates primarily related to our U.S.

tax return, $ 24.4 million related to changes to valuation allowances in Brazil, and $ 11.6 million related to an increase in a U.S.

tax return, $ 24.4 million related to changes to

valuation allowances in Brazil, and $ 11.6 million related to an increase in a U.S.

deferred tax asset.

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

2021 Effective Tax Rate

In the year ended December 31, 2021, there were two items impacting the effective tax rate:

1) items attributable to ordinary business operations during the year, and 2) other items specific to the period, including the Esterhazy mine closure costs.

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

Tax expense specific to the period included a net benefit of $ 0.6 million.

The net expense relates to the following:

$ 23.9 million related to true-up of estimates primarily related to our U.S.

tax return and $ 20.4 million related to an increase in non-U.S.

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

Deferred Tax Liabilities and Assets

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

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

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

Approximately $ 1.1 billion of our net operating loss carryforwards relate to Brazil and can be carried forward indefinitely but are limited to 30 percent of taxable income each year.

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

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As a result of changes in U.S.

tax law due to the Tax Cuts and Jobs Act, the Company recorded valuation allowances against its branch basket foreign tax credits of $ 986.1 million as of December 31, 2023.

As of December 31, 2023, we have not recognized a deferred tax liability for un-remitted earnings of approximately $ 4.3 billion from certain foreign operations because we believe our subsidiaries have invested the undistributed earnings indefinitely, or the earnings will be remitted in a tax-neutral transaction.

tax law due to the Tax Cuts and Jobs Act, the Company recorded valuation allowances against its branch basket foreign tax credits of $ 1.1 billion as of December 31, 2024.

As of December 31, 2024, we have not recognized a deferred tax liability for un-remitted earnings of approximately $ 873.7 million from certain foreign operations because we believe our subsidiaries have invested the undistributed earnings indefinitely, or the earnings will be remitted in a tax-neutral transaction.

It is not practicable for us to determine the amount of unrecognized deferred tax liability on these reinvested earnings.

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For the year ended December 31, 2024, the valuation allowance increased by $ 107.4 million, of which a $ 105.4 million increase related to changes in the valuation allowance to U.S.

branch foreign tax credits, $ 11.3 million related to changes in the valuation allowance to U.S.

state net operating losses and tax credits and a $ 2.8 million increase related to changes in valuation allowances in Canada.

These increases to the valuation allowance were partially offset by a decrease of $ 9.0 million related to changes in valuation allowances and currency translation in Brazil and $ 3.1 million changes in valuation allowances in other foreign jurisdictions.

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

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

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states and $ 7.0 million changes in valuation allowances in other foreign jurisdictions.

For the year ended December 31, 2021, the valuation allowance increased by $ 91.7 million, of which a $ 111.2 million increase related to changes in the valuation allowance to U.S.

branch foreign tax credits .

These increases to the valuation allowance were partially offset by a decrease of $ 13.9 million related to changes in valuation allowances and currency translation in Brazil, $ 2.4 million decrease to net operating losses for certain U.S.

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

Changes to our income tax valuation allowance were as follows:

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If recognized, the benefit to our effective tax rate in future periods would be approximately $ 11.5 million of that amount.

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

During 2024 we recorded net decreases in our uncertain tax positions of $ 11.6 million related to certain U.S.

tax matters, of which $ 11.1 million impacted the effective tax rate.

This increase was offset by items not included in gross uncertain tax positions.

This decrease was offset by items not included in gross uncertain tax positions.

Based upon the information available as of December 31, 2024, it is reasonably possible that the amount of unrecognized tax benefits will change in the next twelve months;

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

As of December 31, 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.

As of December 31, 2024 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 $ 2.3 billion, and the present value of our Gypstack Closure Costs ARO reflected in our Consolidated Balance Sheet for those facilities was approximately $ 1.1 billion.

Plant City and Bonnie Facilities.

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Counterparty Credit Risk

We enter into foreign exchange, certain commodity and interest rate derivatives, primarily with a diversified group of highly rated counterparties.

Financial instruments that may subject us to concentrations of credit risk consist primarily of derivatives, cash and cash equivalents and accounts receivable.

We enter into foreign exchange, certain commodity and interest rate derivatives, and place our cash and cash equivalents with a diversified group of highly rated counterparties.

We have a diverse base of customers to which we grant credit terms in the normal course of business which are designed to mitigate concentrations of credit risk.

We continually monitor our positions and the credit ratings of the counterparties involved and limit the amount of credit exposure to any one party.

We manage our exposure to counterparty credit risk through specific minimum credit standards, establishing credit limits, diversification of counterparties, monitoring procedures and utilization of credit insurance or cash collateral in certain circumstances.

While we may be exposed to potential losses due to the credit risk of non-performance by these counterparties, material losses are not anticipated.

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Some valuations are based on exchange-quoted prices, which are classified as Level 1.

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

As of December 31, 2023 and 2022, the gross asset position of our foreign currency derivative instruments was $ 36.4 million and $ 20.7 million, respectively, and the gross liability position of our foreign currency derivative instruments was $ 8.0 million and $ 49.2 million, respectively.

As of December 31, 2024, our foreign currency contracts were Level 2.

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

of cost of goods sold in our Corporate, Eliminations and Other segment or foreign currency transaction gain (loss).

As of December 31, 2024 and 2023, the gross asset position of our foreign currency derivative instruments was $ 3.1 million and $ 36.4 million, respectively, and the gross liability position of our foreign currency derivative instruments was $ 86.1 million and $ 8.0 million, respectively and is included in Accrued Liabilities in the Consolidated Balance Sheets.

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

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

The natural gas contracts settle using NYMEX

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

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

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

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

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

As of December 31, 2024 and 2023, the gross asset position of our commodity derivative instruments was zero , and the gross liability position of our commodity derivative instruments was $ 1.7 million and $ 9.2 million, respectively.

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

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Accounts receivable 1,113.3 1,113.3 1,269.2 1,269.2

Equity securities 1,486.8 1,486.8 — —

Accounts payable 1,156.5 1,156.5 1,166.9 1,166.9

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

Equity securities represent our Ma ’ aden shares and are carried at fair value based on the unadjusted quoted price on the Saudi Exchange (Tadawul), which results in a Level 1 classification.

For more information on the Ma ’ aden shares, see Note 9 of our Notes to Consolidated Financial Statements.

Included in long-term debt is floating rate debt of $ 570 million.

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

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

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

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

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

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

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

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

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

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

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

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

We sponsor various defined benefit pension plans in Canada.

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

We sponsor various defined benefit pension plans in Canada, which are closed to new participants.

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

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

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

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

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

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

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

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Accounting for Pension Plans

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

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

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

Pension Plans

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Interest cost 5.5 11.1

Actuarial (gain) loss 3.3 ( 158.8 )

Actuarial loss 0.2 3.3

Currency fluctuations ( 9.4 ) 2.0

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

Fair value measurements of plan

assets was $ 157.1 million at December 31, 2023 and was invested approximately 75 % in fixed income securities, 20 % in equity securities, and 5 % in cash.

Fair value measurements of plan assets was $ 146.3 million at December 31, 2024 and was invested approximately 75 % in fixed income securities, 20 % in equity securities, and 5 % in other investment funds and cash.

Defined Contribution Plans

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Prior service credit $ ( 8.8 ) $ ( 13.2 )

Actuarial loss $ 11.9 $ 6.6

Actuarial (gain) loss $ ( 0.6 ) $ 11.9

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) ( “ AOCI ” )

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Other comprehensive income (loss), net of tax ( 255.0 ) 19.7 1.5 ( 24.8 ) ( 258.6 )

loss attributable to noncontrolling interest 1.8 — — — 1.8

(Gain) Loss attributable to noncontrolling interest ( 1.8 ) — — — ( 1.8 )

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

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Other comprehensive income (loss), net of tax 154.1 20.1 1.4 23.7 199.3

gain attributable to noncontrolling interest ( 1.8 ) — — — ( 1.8 )

(Gain) Loss attributable to noncontrolling interest ( 2.0 ) — — — ( 2.0 )

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

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Other comprehensive income (loss), net of tax ( 495.6 ) 10.9 ( 0.1 ) ( 14.8 ) ( 499.6 )

gain attributable to noncontrolling interest ( 2.0 ) — — — ( 2.0 )

(Gain) Loss attributable to noncontrolling interest 5.5 — — — 5.5

Balance at December 31, 2024 $ ( 2,420.3 ) $ ( 22.1 ) $ 8.0 $ ( 14.6 ) $ ( 2,449.0 )

SHARE REPURCHASES

In 2022, our Board of Directors approved two share repurchase programs (the “ 2022 Repurchase Programs ”) for a total of $ 3.0 billion.

In 2022, our Board of Directors approved two share repurchase programs for a total of $ 3.0 billion.

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

During the year ended December 31, 2024, we repurchased 7,944,507 shares of Common Stock in the open market for approximately $ 235.4 million at an average purchase price per share of $ 29.63 .

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 year ended December 31, 2023, under the 2022 Repurchase Programs, we repurchased 16,879,059 shares of Common Stock in the open market for approximately $ 748.0 million.

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

On February 24, 2022, pursuant to existing stock repurchase authorizations, we entered into an accelerated share repurchase (the “ 2022 ASR Agreement ”) agreement with a third-party financial institution to repurchase $ 400 million of our Common Stock.

At inception, we paid the financial institution $ 400 million and took initial delivery of 7,056,229 shares of our Common Stock.

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

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

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

During the year ended December 31, 2022, under the 2022 Repurchase Programs, we repurchased 30,810,173 shares of Common Stock in the open market for approximately $ 1.7 billion.

During the year ended December 31, 2023, we repurchased 16,879,059 shares of Common Stock in the open market for approximately $ 748.0 million, at an average purchase price per share of $ 44.31 .

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

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Mosaic settles stock option exercises, restricted stock units and certain performance units and performance shares with newly issued common shares.

The Compensation Committee of the Board of Directors administers the 2014 Stock and Incentive Plan and the Omnibus Plan subject to their respective provisions and applicable law.

The Compensation Committee of the Board of Directors administers these plans subject to their respective provisions and applicable law.

Stock Options

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Exercisable as of December 31, 2024 0.5 $ 32.68 1.44 $ —

The outstanding and exercisable options as of December 31, 2023 includes 534,126 options issued from the 2014 Stock and Incentive Plan and 62,090 options issued from the Omnibus Plan.

Restricted Stock Units

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We lease certain plants, warehouses, terminals, office facilities, railcars and various types of equipment under operating leases, some of which include rent payment escalation clauses, with lease terms ranging from one to 43 years.

In addition to minimum lease payments, some of our office facility leases require payment of our proportionate share of real estate taxes and building operating expenses.

In addition to minimum lease payments, some of our office facility leases require payment of our proportionate share of real estate taxes

and building operating expenses.

Our future obligations under these leases are included in Note 4 of our Notes to Consolidated Financial Statements.

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In 2013, we entered into an ammonia supply agreement with CF that commenced in 2017, under which Mosaic agreed to purchase approximately 545,000 to 725,000 tonnes of ammonia per year at a price tied to the prevailing price of U.S.

On October 14, 2022, we received notice from CF to exercise the bilateral, contractual right to end the ammonia supply agreement in its current form, effective January 1, 2025.

This agreement ended effective January 1, 2025.

We have long-term agreements for the purchase of sulfur, which is used in the production of phosphoric acid, and natural gas, which is a significant raw material used primarily in the solution mining process in our Potash segment as well as in our phosphate concentrates plants.

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Spills or other releases of regulated substances, subsidence from mining operations and other incidents arising out of operations, including accidents, have occurred previously at these facilities and potentially could occur in the future, possibly requiring us to undertake or fund cleanup or result in monetary damage awards, fines, penalties, other liabilities, injunctions or other court or administrative rulings.

In some instances, pursuant to consent orders or agreements with governmental agencies, we are undertaking certain remedial actions or investigations to determine whether remedial action may be required to address contamination.

In some instances, pursuant to consent orders or agreements with governmental agencies, we are

undertaking certain remedial actions or investigations to determine whether remedial action may be required to address contamination.

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 $ 203.2 million and $ 185.5 million , as of December 31, 2023 and 2022, respectively, expenditures for these known conditions currently are not expected, individually or in the aggregate, to have a material effect on our business or financial condition.

Taking into consideration established reserves of approximately $ 197.5 million and $ 203.2 million as of December 31, 2024 and 2023, respectively, of which $ 90.8 million and $ 148.9 million are included in Accrued Liabilities and $ 106.7 million and $ 54.3 million in Other Non Current Liabilities in the Consolidated Balance Sheets as of December 31, 2024 and 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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New Wales Phase II East Stack.

In April 2022, we confirmed the presence of a cavity in and liner tear beneath the southern part of the active phosphogypsum stack at the Company’s New Wales facility in Florida which resulted in process water draining beneath the stack.

In April 2022 we confirmed the presence of a cavity in and liner tear beneath the southern part of the active phosphogypsum stack at the Company’s New Wales facility in Florida.

This resulted in process water draining beneath the stack.

The circumstances were reported to the FDEP and the EPA.

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

Phase II will then inject high pressure grout beneath the stack to restore the geological confining layer beneath it.

That work began in early in 2023 and is expected to conclude in the first quarter of 2024.

As of December 31, 2023, we have a reserve of $ 32.3 million for the estimated repairs.

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

As of December 31, 2024 we have a reserve of $ 14.7 million, included in the above amount, for the estimated repairs.

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

New Wales Phase II West Stack.

In October 2023, we observed a series of seismic acoustic emissions and changes to piezometric water levels in a part of the Phase II West phosphogypsum stack at the New Wales, FL facility.

In October 2023 we observed a series of seismic acoustic emissions and changes to piezometric water levels in a part of the Phase II West phosphogypsum stack at the New Wales, Florida facility.

These observations may be an indication of a breach in the stack liner system and were reported to the FDEP and EPA.

We are developing and then will execute an investigation plan to evaluate conditions in the stack.

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.

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No offsite impacts are known or expected.

As of December 31, 2023, we have a reserve of $ 59.4 million for estimated repairs.

As of December 31, 2024 we have a reserve of $ 81.5 million, included in the above established reserves, 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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The failure of an indemnitor to fulfill its obligations could result in future costs that could be material.

Louisiana Parishes Coastal Zone Cases

Several Louisiana parishes and the City of New Orleans have filed lawsuits against hundreds of oil and gas companies seeking regulatory, restoration and compensatory damages in connection with historical oil, gas and sulfur mining and transportation operations in the coastal zone of Louisiana.

Mosaic is the corporate successor to certain companies which performed these types of operations in the coastal zone of Louisiana.

Mosaic has been named in two of the lawsuits filed to date.

In addition, in several other cases, historical oil, gas and sulfur operations which may have been related to Mosaic’s corporate predecessors have been identified in the complaints.

Based upon information known to date, Mosaic has contractual indemnification rights against third parties for any loss or liability arising out of these claims pursuant to indemnification agreements entered into by Mosaic’s corporate predecessor(s) with third parties.

There may also be insurance contracts which may respond to some or all of the claims.

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

As of October 2022, a memorandum of understanding has been executed by the State of Louisiana and the plaintiff parishes that filed claims against Mosaic and its corporate predecessors on one hand, and Mosaic Global Holdings, Inc.

and its third-

party indemnitors on the other hand which, when fully implemented, will release and dismiss Mosaic and its corporate predecessors from the coastal zone cases.

Funding obligations in the memorandum of understanding are expected to be undertaken by third-party indemnitors and/or insurers.

Brazil Legal Contingencies

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Approximately $ 311.9 million of the maximum potential liability relates to a Brazilian federal value added tax, PIS and COFINS, and tax credit cases, while the majority of the remaining amount relates to various other non-income tax cases.

The maximum potential liability can increase with new audits.

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

The maximum potential liability can increase with new audits from Brazilian tax authorities.

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

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

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

As of December 31, 2023 and 2022, the net amount due to our non-consolidated companies totaled $ 0.8 million and $ 56.8 million, respectively.

As of December 31, 2024 and 2023, we had amounts included in Accounts Receivable and Accounts Payable on our Consolidated Balances due to our non-consolidated companies of which the net amount totaled $ 46.5 million and $ 0.8 million, respectively.

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

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Transactions with non-consolidated companies included in cost of goods sold $ 1,082.7 $ 1,465.2 $ 3,245.2

As part of the MWSPC joint venture, we market approximately 25 % of the MWSPC production, for which approximately $ 17.5 million, $ 23.1 million and $ 12.2 million is included in revenue for the years ended December 31, 2023, 2022 and 2021, respectively.

As part of the MWSPC joint venture which was in place through December 24, 2024, we marketed approximately 25 % of the MWSPC production for which approximately $ 18.4 million, $ 17.5 million and $ 23.1 million is included in revenue for the years ended December 31, 2024, 2023 and 2022, respectively.

BUSINESS SEGMENTS

The reportable segments are determined by management based upon factors such as products and services, production processes, technologies, market dynamics and for which segment financial information is available for our chief operating decision maker.

Our chief operating decision maker is our chief executive officer.

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

We evaluate performance based on the operating earnings of the respective business segments, which includes certain allocations of corporate selling, general and administrative expenses.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

We evaluate performance based on the gross margin and operating earnings of the respective business segments, which includes certain allocations of corporate selling, general and administrative expenses.

The segment results may not represent the actual results that would be expected if they were independent, stand-alone businesses.

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Certain selling, general and administrative costs that are not controllable by the business segments are included within Corporate, Eliminations and Other.

For the Phosphates, Potash and Mosaic Fertilizantes segments, the chief operating decision maker uses both segment gross margin and operating earnings to allocate resources to each segment, predominantly in the annual budget and forecasting process.

The chief operating decision maker considers forecast-to-actual variances on a monthly basis for both profit measures when making decisions about allocating capital and personnel to the segments.

The chief operating decision maker also uses segment gross margin for evaluating product pricing and segment profit or loss from operations to assess the performance for each segment by comparing the results and return on assets of each segment with one another.

Segment information for the years 2024, 2023 and 2022 is as follows:

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Net sales 4,518.8 2,388.7 4,422.3 ( 207.0 ) 11,122.8

Cost of goods sold (b)

3,924.8 1,745.5 4,015.7 ( 75.1 ) 9,610.9

Gross margin 594.0 643.2 406.6 ( 131.9 ) 1,511.9

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Gross margin (excluding Canadian resource taxes) 594.0 875.4 406.6 ( 131.9 ) 1,744.1

Selling, general and administrative (c)

45.3 31.1 134.7 285.8 496.9

Other operating expenses (d)

323.7 7.7 34.2 27.9 393.5

Operating earnings 225.1 604.5 237.6 ( 445.7 ) 621.5

Gain on sale of equity method investment 522.2 — — — 522.2

Capital expenditures 660.7 297.5 242.8 50.8 1,251.8

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Net sales 4,724.3 3,233.6 5,684.7 53.5 13,696.1

Cost of goods sold (b)

4,022.2 2,018.6 5,473.1 ( 28.4 ) 11,485.5

Gross margin 702.1 1,215.0 211.6 81.9 2,210.6

1 unchanged sentence

Gross margin (excluding Canadian resource taxes) 702.1 1,618.4 211.6 81.9 2,614.0

Selling, general and administrative (c)

42.0 30.0 110.1 318.4 500.5

Other operating expenses (d)

284.3 33.5 27.0 27.2 372.0

Operating earnings 375.7 1,151.5 74.5 ( 263.6 ) 1,338.1

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Net sales 6,184.2 5,208.5 8,287.2 ( 554.7 ) 19,125.2

Cost of goods sold (b)

4,425.2 2,365.5 7,241.6 ( 662.9 ) 13,369.4

Gross margin 1,759.0 2,843.0 1,045.6 108.2 5,755.8

1 unchanged sentence

Gross margin (excluding Canadian resource taxes) 1,759.0 3,770.9 1,045.6 108.2 6,683.7

Impairment, restructuring and other expenses — 158.1 — — 158.1

Selling, general and administrative (c)

40.7 30.3 101.9 325.1 498.0

Other operating expenses (d)

371.1 45.1 33.3 23.0 472.5

Operating earnings 1,347.2 2,767.7 910.4 ( 240.0 ) 4,785.3

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

For the years ended December 31, 2023, 2022 and 2021, distribution operations in India and China had revenues of $ 898.9 million, $ 1.1 billion, and $ 730.1 million, respectively, and gross margins of $( 16.8 ) million, $ 130.9 million, and $ 141.6 million, respectively.

For the years ended December 31, 2024, 2023 and 2022, distribution operations in India and China had revenues of $ 519.6 million, $ 898.9 million and $ 1.1 billion, respectively, and gross margins of $ 39.7 million, $( 16.8 ) million and $ 130.9 million, respectively.

These operations do not meet the quantitative thresholds for determining reportable segments.

(b) The primary components of cost of goods sold are raw material purchases, including sulfur and ammonia, conversion costs and transportation costs.

(c) Selling, general and administrative expenses include nonmanufacturing payroll expense and professional services expense.

(d) Other operating expenses typically relate to five major categories:

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

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

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Canada 520.1 411.6 966.0

India 350.8 512.5 340.3

Paraguay 178.5 222.8 227.1

Argentina 141.8 75.2 224.6

Japan 130.8 157.7 162.0

Mexico 125.5 165.5 93.6

Colombia 118.7 103.2 125.9

Peru 77.5 70.2 40.0

Argentina 75.2 224.6 101.3

India 72.8 350.8 512.5

Australia 57.9 69.0 101.6

Peru 49.2 77.5 70.2

Mexico 42.2 125.5 165.5

Honduras 25.7 30.0 31.2

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(a) Revenues are attributed to countries based on location of customer.

(b) Canpotex sales to the ultimate third-party customers are approximately:

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

(b) Canpotex sales to the ultimate third-party customers are made to customers in various countries.

The countries with the largest portion of third-party customer sales are Brazil, China, India, and Indonesia.

(in millions) 2024 2023

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

MINE CLOSURE COSTS

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

Closing the K1 and K2 shafts are key pieces of the transition to the K3 shaft, but the timeline for the closure was accelerated by approximately nine months.

In 2021, we had pre-tax costs of $ 158.1 million related to the permanent closure of these facilities.

These costs consisted of $ 109.9 million related to the write-off of fixed assets, $ 37.1 million related to AROs, and $ 11.1 million related to inventory and other reserves.

Management’s Report on Internal Control Over Financial Reporting

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The Company’s internal control system is a process designed to provide reasonable assurance to our management, Board of Directors and stockholders regarding the reliability of financial reporting and the preparation and fair presentation of our consolidated financial statements for external reporting purposes in accordance with U.S.

generally accepted accounting principles (“ U.S.

GAAP and includes those policies and procedures that:

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

What changed 10-K

Item 9A. Controls and Procedures