What changed in this filing

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Item 1. Financial Statements

2025-05-07 compared with 2024-11-12 · 171 added, 260 removed, 593 unchanged (42% of the section changed)

1 unchanged sentence

THE MOSAIC COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In millions, except per share amounts)

Three months ended Nine months ended

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

Three months ended

March 31, 2025 March 31, 2024

Net sales $ 2,620.9 $ 2,679.4

7 unchanged sentences

Other (expense) income ( 118.1 ) 0.6

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

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

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

Earnings from consolidated companies before income taxes 312.8 25.2

Provision for income taxes 63.3 6.2

Earnings from consolidated companies 249.5 19.0

Equity in net earnings of nonconsolidated companies 0.5 37.5

1 unchanged sentence

Net earnings attributable to noncontrolling interests 11.9 11.3

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

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

Net earnings attributable to Mosaic $ 238.1 $ 45.2

Basic net earnings per share attributable to Mosaic $ 0.75 $ 0.14

Basic weighted average number of shares outstanding 317.0 322.1

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

Diluted net earnings per share attributable to Mosaic $ 0.75 $ 0.14

Diluted weighted average number of shares outstanding 318.2 323.5

3 unchanged sentences

(In millions)

Three months ended Nine months ended

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

Three months ended

March 31, 2025 March 31, 2024

Net earnings (loss) including noncontrolling interest $ 250.0 $ 56.5

2 unchanged sentences

Net actuarial gain and prior service cost 0.1 0.8

Realized gain on interest rate swap — 0.3 — 1.2

Realized gain (loss) on interest rate swap — —

Net gain (loss) on marketable securities held in trust fund 7.9 ( 10.3 )

7 unchanged sentences

(In millions, except per share amounts)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Current assets:

7 unchanged sentences

13,516.7 13,352.6

Investments in nonconsolidated companies 959.9 909.0

Equity securities and investments in nonconsolidated companies 1,418.1 1,533.4

Goodwill 1,065.1 1,061.1

14 unchanged sentences

Other noncurrent liabilities 2,883.1 2,862.9

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

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

Preferred Stock, $ 0.01 par value, 15,000,000 shares authorized, none issued and outstanding as of March 31, 2025 and December 31, 2024

Common Stock, $ 0.01 par value, 1,000,000,000 shares authorized, 391,174,065 shares issued and 317,229,733 shares outstanding as of March 31, 2025, 394,648,654 shares issued and 316,932,047 shares outstanding as of December 31, 2024

Capital in excess of par value 8.3 2.1

9 unchanged sentences

(In millions)

Nine months ended

September 30, 2024 September 30, 2023

Three months ended

March 31, 2025 March 31, 2024

Cash Flows from Operating Activities:

6 unchanged sentences

Share-based compensation expense 9.3 9.3

Unrealized loss (gain) on derivatives 22.6 11.5

Unrealized (gain) loss on equity securities 116.6 —

Unrealized (gain) loss on derivatives ( 57.7 ) 32.6

Foreign currency adjustments ( 159.0 ) 94.9

Gain on sale of business — ( 56.5 )

Pension settlement loss — 42.4

Other 11.4 19.7

5 unchanged sentences

Other noncurrent liabilities ( 11.9 ) 43.3

Net cash provided by operating activities 1,079.9 1,869.1

Net cash provided by (used in) operating activities 42.9 ( 80.0 )

Cash Flows from Investing Activities:

2 unchanged sentences

Proceeds from sale of available-for-sale securities - restricted 97.1 619.8

Proceeds from sale of business — 158.4

Acquisition of business — ( 41.0 )

Other 5.4 0.1

14 unchanged sentences

Other ( 10.5 ) ( 11.3 )

Net cash used in financing activities ( 168.6 ) ( 1,069.8 )

Net cash provided by financing activities 272.0 457.9

Effect of exchange rate changes on cash ( 0.4 ) ( 3.8 )

1 unchanged sentence

Cash, cash equivalents and restricted cash - December 31 305.0 360.8

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

Cash, cash equivalents and restricted cash - March 31 $ 278.7 $ 347.1

See Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

(In millions)

Nine months ended

September 30, 2024 September 30, 2023

Three months ended

March 31, 2025 March 31, 2024

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

5 unchanged sentences

Cash paid during the period for:

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

Interest (net of amount capitalized of $ 8.6 and $ 10.6 for the three months ended March 31, 2025 and 2024, respectively)

$ 12.1 $ 17.1

7 unchanged sentences

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

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

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

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

Stock based compensation — — 6.0 — — — 6.0

Share repurchases, including tax of $1.4 million

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

Dividends ($ 0.20 per share)

— — — ( 66.6 ) — — ( 66.6 )

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

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

Total comprehensive income — — — 799.6 42.7 42.7 885.0

Vesting of restricted stock units 1.8 — ( 0.6 ) ( 53.3 ) — — ( 53.9 )

Stock based compensation — — 27.0 — — — 27.0

Share repurchases, including tax of $ 4.9 million

( 12.6 ) ( 0.1 ) ( 26.4 ) ( 576.5 ) — — ( 603.0 )

Dividends ( 0.65 per share)

— — — ( 216.7 ) — — ( 216.7 )

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

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

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

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

6 unchanged sentences

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

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

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

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

Total comprehensive (loss) income — — — 5.9 ( 156.3 ) 27.7 ( 122.7 )

Total comprehensive income — — — 238.1 114.5 13.5 366.1

Vesting of restricted stock units 0.3 — ( 3.1 ) — — — ( 3.1 )

Stock based compensation — — 9.3 — — — 9.3

Share repurchases, including tax of $ 1.9 million

( 7.0 ) — ( 25.1 ) ( 187.2 ) — — ( 212.3 )

Dividends ($ 0.22 per share)

— — — ( 70.3 ) — — ( 70.3 )

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

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

Balance as of March 31, 2025 317.2 $ 3.2 $ 8.3 $ 14,093.9 $ ( 2,334.5 ) $ 145.8 $ 11,916.7

See Notes to Condensed Consolidated Financial Statements

9 unchanged sentences

These results are consolidated in the Phosphate segment.

The Phosphate 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 MWSPC phosphate production.

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

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

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

6 unchanged sentences

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

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

4 unchanged sentences

The following notes should be read in conjunction with the accounting policies and other disclosures in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2024 (the “ 10-K Report ”).

Sales, expenses, cash flows, assets and liabilities can and do vary during the year as a result of seasonality and other factors.

Therefore, interim results are not necessarily indicative of the results to be expected for the full fiscal year.

Sales, expenses, cash flows, assets and liabilities can and do vary during the year as a

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

result of seasonality and other factors.

Therefore, interim results are not necessarily indicative of the results to be expected for the full fiscal year.

The accompanying Condensed Consolidated Financial Statements include the accounts of Mosaic, its majority owned subsidiaries, and certain variable interest entities in which Mosaic is the primary beneficiary.

5 unchanged sentences

Recently Issued Accounting Guidance

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

We adopted this standard as of January 1, 2023, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023 and which we will adopt with our 2024 10-K Report.

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

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

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

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

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

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

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

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

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

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 and that it will have no impact on our results of operations, cash flows or financial conditions.

We will begin providing the enhanced disclosure related to income taxes effective with our annual report on Form 10-K for the fiscal year ending December 31, 2025.

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.

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.

7 unchanged sentences

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Other current assets

23 unchanged sentences

Asset retirement obligations $ 2,231.5 $ 2,219.4

Accrued pension and postretirement benefits 111.5 168.1

Operating lease obligation 193.2 181.2

Accrued pension and postretirement benefits 98.3 91.6

Unrecognized tax benefits 13.0 17.7

13 unchanged sentences

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

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

2024 2023 2024 2023

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

Three Months Ended March 31,

Net income attributable to Mosaic $ 238.1 $ 45.2

Basic weighted average number of shares outstanding 317.0 322.1

1 unchanged sentence

Diluted weighted average number of shares outstanding 318.2 323.5

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

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

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

Basic net income per share attributable to Mosaic $ 0.75 $ 0.14

Diluted net income per share attributable to Mosaic $ 0.75 $ 0.14

A total of 0.4 million shares of common stock subject to issuance related to share-based awards for the three months ended March 31, 2025, and 0.6 million for the three months ended March 31, 2024 have been excluded from the calculation of diluted EPS because the effect would have been anti-dilutive.

Inventories consist of the following:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Raw materials $ 224.4 $ 148.6

6 unchanged sentences

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

Mosaic had goodwill of $ 1.1 billion as of September 30, 2024 and December 31, 2023, respectively.

Mosaic had goodwill of $ 1.1 billion as of March 31, 2025 and December 31, 2024, respectively.

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

5 unchanged sentences

Foreign currency translation 2.3 1.7 — 4.0

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

Balance as of March 31, 2025 $ 957.7 $ 95.3 $ 12.1 $ 1,065.1

We will perform our next annual goodwill impairment analysis for each of our reporting units as of October 31, 2025.

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

We are assessing the full impact of this change along with outlook for the business.

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

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

Marketable Securities Held in Trusts

9 unchanged sentences

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

As of September 30, 2024, we expect to recover our amortized cost on all available-for-sale securities and have not established an allowance for credit loss.

As of March 31, 2025, we expect to recover our amortized cost on all available-for-sale securities and have not established an allowance for credit loss.

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

6 unchanged sentences

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

The estimated fair value of the investments in the RCRA Trusts as of March 31, 2025 and December 31, 2024 are as follows:

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

September 30, 2024

March 31, 2025

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

11 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following tables show gross unrealized losses and fair values of the RCRA Trusts ’ available-for-sale securities that have been in a continuous unrealized loss position for which an allowance for credit losses has not been recorded as of September 30, 2024 and December 31, 2023 :

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(in millions) Fair

8 unchanged sentences

$ 133.9 $ ( 7.2 ) $ 136.9 $ ( 8.4 )

The following table summarizes the balance by contractual maturity of the available-for-sale debt securities invested by the RCRA Trusts as of September 30, 2024.

The following table summarizes the balance by contractual maturity of the available-for-sale debt securities invested by the RCRA Trusts as of March 31, 2025.

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

September 30, 2024

March 31, 2025

Due in one year or less $ 18.9

3 unchanged sentences

Total debt securities $ 707.2

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

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

For the three months ended March 31, 2025, realized gains were $ 0.4 million and realized losses were $ 0.5 million.

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

Financing Arrangements

3 unchanged sentences

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

As of September 30, 2024 and December 31, 2023, we had financed inventory of $ 200.0 million and zero , respectively, under this arrangement, which is included in short-term debt on the Condensed Consolidated Balance Sheet.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

As of March 31, 2025 and December 31, 2024, we had financed inventory of $ 401.6 million and $ 199.5 million, respectively, under this arrangement, which is included in short-term debt on the Condensed Consolidated Balance Sheet.

Receivable Purchasing Arrangement

1 unchanged sentence

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

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

The purchase price of the receivable sold under the RPA is the face value of the receivable less an

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

agreed upon discount.

The receivables sold under the RPA are accounted for as a true sale.

1 unchanged sentence

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

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

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

During the three months ended March 31, 2025, the Company sold approximately $ 102.1 million of accounts receivable under this arrangement.

During the three months ended March 31, 2024, the Company sold approximately $ 125.9 million.

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

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

As of September 30, 2024, $ 1.5 million had been collected but not yet remitted to the bank.

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

As of March 31, 2025 and December 31, 2024 , there was no amount outstanding to be remitted to the banks.

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

4 unchanged sentences

Mosaic then makes payment to the third-party intermediary at dates ranging from 144 to 180 days from date of shipment.

As of September 30, 2024 and December 31, 2023, the total structured accounts payable arrangements were $ 402.3 million and $ 399.9 million, respectively.

As of March 31, 2025 and December 31, 2024, the total structured accounts payable arrangements were $ 383.8 million and $ 402.3 million, respectively.

Commercial Paper Note Program

1 unchanged sentence

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

As of September 30, 2024, we had $ 499.4 million outstanding under this program, with a weighted average interest rate of 5.01 % and remaining average term of nine days .

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

As of March 31, 2025, we had $ 828.3 million outstanding under this program, with a weighted average interest rate of 4.68 % and remaining average term of 16 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.

Term Loan Facility

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

In May 2023, we entered into a $ 700 million, 10-year senior unsecured term loan facility.

The term loan matures on May 18, 2033.

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

As of September 30, 2024, $ 500.0 million has been drawn under this facility.

As of March 31, 2025 and December 31, 2024, $ 570.0 million, has been drawn under this facility with no further draws available.

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

9 unchanged sentences

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

(iv) remediate certain other conditional

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(iv) remediate certain other conditional obligations;

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

3 unchanged sentences

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

A reconciliation of our AROs is as follows:

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

(in millions) March 31, 2025 December 31, 2024

AROs, beginning of period $ 2,572.2 $ 2,213.4

22 unchanged sentences

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.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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.

2 unchanged sentences

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

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The Plant City Trust also satisfied Florida financial assurance requirements at that site.

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

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

The amount of the Plant City Bond is $ 327.1 million, which reflects our closure cost estimates as of December 31, 2024.

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

2 unchanged sentences

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

As of September 30, 2024 and December 31, 2023, the aggregate amounts of AROs associated with the combined Plant City Facility and Bonnie Facility Gypstack closure costs included in our Condensed Consolidated Balance Sheets were $ 389.5 million and $ 361.8 million, respectively.

As of March 31, 2025 and December 31, 2024, the aggregate amounts of AROs associated with the combined Plant City Facility and Bonnie Facility Gypstack closure costs included in our Condensed Consolidated Balance Sheets were $ 349.6 million and $ 368.7 million, respectively.

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

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

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

During the three months ended March 31, 2025, gross unrecognized tax benefits decreased by $ 1.6 million to $ 12.6 million.

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

2 unchanged sentences

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

We had accrued interest and penalties totaling $ 7.7 million and $ 6.4 million as of September 30, 2024 and December 31, 2023, respectively, that were included in other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

We had accrued interest and penalties totaling $ 4.8 million and $ 5.4 million as of March 31, 2025 and December 31, 2024, respectively, that were included in other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

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

4 unchanged sentences

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

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

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

tax return provision and changes in valuation allowance.

For the three months ended March 31, 2025, discrete tax items recorded in tax expense was a benefit of approximately $ 26.3 million.

The net tax benefit consisted primarily of changes in valuation allowance and share-based excess costs.

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

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

In situations where we expect to report losses for which we do not expect to receive tax benefits, we are required to apply separate forecasted effective tax rates to those jurisdictions rather

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

For the three months ended March 31, 2025, income tax expense was impacted by this set of rules, resulting in reduced expense of $ 1.2 million compared to what would have been recorded under the general rule on a consolidated basis.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

than including them in the consolidated effective tax rate.

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

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

The net tax expense consisted primarily of the impact of accruing withholding tax expense on expected foreign distributions associated with changes in management’s indefinite reinvestment assertion on select foreign earnings under ASC 740-30 (formerly APB 23), share-based excess benefit, true-up of estimates from our U.S and non-U.S.

tax return provisions, non-U.S.

audit settlements, and other miscellaneous costs.

Derivative Instruments and Hedging Activities

12 unchanged sentences

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

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

As of September 30, 2024 and December 31, 2023, the gross asset position of our derivative instruments was $ 6.1 million and $ 36.4 million, respectively, and the gross liability position of our liability instruments was $ 9.6 million and $ 17.2 million, respectively.

We had no fixed-to-floating interest rate swap agreements in effect as of March 31, 2025 and December 31, 2024.

As of March 31, 2025 and December 31, 2024, the gross asset position of our derivative instruments was $ 5.3 million and $ 3.1 million, respectively, and the gross liability position of our liability instruments was $ 32.0 million and $ 87.8 million, respectively.

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

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

(in millions of Units) March 31, 2025 December 31, 2024

Derivative Instrument Derivative Category Unit of Measure

4 unchanged sentences

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

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

We have no cash collateral posted in association with

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

these contracts.

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

The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position as of March 31, 2025 and December 31, 2024 was $ 25.4 million and $ 58.1 million, respectively.

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

If the credit-risk-related contingent features underlying these agreements were triggered on March 31, 2025, we would have been required to post an additional $ 21.7 million of collateral assets, which are either cash or U.S.

Treasury instruments, to the counterparties.

4 unchanged sentences

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Fair Value Measurements

5 unchanged sentences

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

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

As of March 31, 2025 and December 31, 2024, the gross asset position of our foreign currency derivative instruments was $ 5.3 million and $ 3.1 million, respectively, and the gross liability position of our foreign currency derivative instruments was $ 32.0 million and $ 86.1 million, respectively.

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

5 unchanged sentences

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

The gross asset position of our commodity derivative instruments was zero as of March 31, 2025 and December 31, 2024, and the gross liability position of our commodity instruments was zero and $ 1.7 million as of March 31, 2025 and December 31, 2024, respectively.

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

2 unchanged sentences

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

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

We did not hold any interest rate derivative positions as of March 31, 2025.

Financial Instruments

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Carrying Amount Fair Value Carrying Amount Fair Value

1 unchanged sentence

Accounts receivable 1,067.4 1,067.4 1,113.3 1,113.3

Equity securities 1,370.2 1,370.2 1,486.8 1,486.8

Accounts payable 936.0 936.0 1,156.5 1,156.5

3 unchanged sentences

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

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

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

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

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.

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

The fair value of our floating rate debt approximates the carrying value and is estimated based on market-based inputs, including interest rates and credit spreads,

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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.

3 unchanged sentences

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

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

On February 24, 2023, pursuant to existing stock repurchase authorizations, we entered into an accelerated share repurchase agreement (the “ 2023 ASR Agreement ”) with a third-party financial institution to repurchase $ 300 million of our Common Stock.

At inception, we paid the financial institution $ 300 million and took initial delivery of 4,659,290 shares of our Common Stock, representing an estimated 80 % of the total shares expected to be delivered under the 2023 ASR Agreement.

In March 2023, the transaction was completed and we received an additional 965,284 shares of Common Stock.

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

During the three and nine months ended September 30, 2023, we repurchased 3,948,783 and 12,639,719 shares of Common Stock in the open market for approximately $ 150.0 million and $ 598.0 million, respectively, at an average purchase price of $ 37.99 and $ 47.31 per share, respectively.

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

During the three months ended March 31, 2025, we made no share repurchases.

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

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

The following table sets forth the changes in AOCI, net of tax, by component during the three and nine months ended September 30, 2024 and September 30, 2023:

The following table sets forth the changes in AOCI, net of tax, by component during the three months ended March 31, 2025 and March 31, 2024:

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

Three Months Ended September 30, 2024

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

Other comprehensive income (loss) 101.6 1.1 — 17.7 120.4

Tax (expense) benefit 3.0 ( 0.7 ) — ( 4.0 ) ( 1.7 )

Other comprehensive income (loss), net of tax 104.6 0.4 — 13.7 118.7

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

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

Three Months Ended September 30, 2023

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

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

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

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

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

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

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Balance at December 31, 2024 $ ( 2,420.3 ) $ ( 22.1 ) $ 8.0 $ ( 14.6 ) $ ( 2,449.0 )

3 unchanged sentences

Other comprehensive income (loss) attributable to noncontrolling interest ( 1.6 ) — — — ( 1.6 )

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

Nine Months Ended September 30, 2023

Balance as of March 31, 2025 $ ( 2,313.8 ) $ ( 22.0 ) $ 8.0 $ ( 6.7 ) $ ( 2,334.5 )

Three Months Ended March 31, 2024

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

3 unchanged sentences

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

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

Related Party Transactions

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

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

As of March 31, 2025, the net amount due from our non-consolidated companies totaled $ 6.2 million.

As of December 31, 2024, the net amount due to our non-consolidated companies totaled $ 46.5 million.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

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

2024 2023 2024 2023

Three Months Ended March 31,

Transactions with related parties included in net sales (a)

2 unchanged sentences

______________________________

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

(b) Amounts included in cost of goods sold primarily relate to purchases from Canpotex and MWSPC by our Mosaic Fertilizantes segment and India and China distribution businesses.

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

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

(b) Amounts included in cost of goods sold primarily relate to purchases from Canpotex by our Mosaic Fertilizantes segment and India and China distribution businesses.

The prior year amount also includes purchases from MWSPC.

Contingencies

9 unchanged sentences

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

Taking into consideration established accruals of approximately $ 225.7 million and $ 203.2 million as of September 30, 2024 and December 31, 2023, respectively, expenditures for these known conditions currently are not expected, individually or in the aggregate, to have a material effect on our business or financial condition.

Taking into consideration established accruals of approximately $ 172.1 million and $ 197.5 million as of March 31, 2025 and December 31, 2024, respectively, of which $ 70.0 million and $ 90.8 million are included in Accrued Liabilities and $ 102.1 million and $ 106.7 million in Other Non Current Liabilities in the Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024, respectively, expenditures for these known conditions currently are not expected, individually or in the aggregate, to have a material effect on our business or financial condition.

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

6 unchanged sentences

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

As of September 30, 2024, we have a reserve of $ 20.1 million for estimated water management and other costs associated with this event.

As of March 31, 2025, we have a reserve of $ 8.6 million for estimated water management and other costs associated with this event.

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

New Wales Phase II West Stack.

6 unchanged sentences

No offsite impacts are known or expected.

As of September 30, 2024, we have a reserve of $ 99.6 million for estimated repairs.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

As of March 31, 2025, we have a reserve of $ 67.6 million for estimated repairs.

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

20 unchanged sentences

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.

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

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

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

Two cases remain subject to jurisdictional appeals;

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

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Brazil Legal Contingencies

Our Brazilian subsidiaries are engaged in a number of judicial and administrative proceedings regarding labor, environmental, mining and civil claims that allege aggregate damages and/or fines of approximately $ 623.1 million.

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

Approximately $ 439.8 million of the foregoing maximum potential loss relates to labor claims, of which approximately $ 71.9 million is included in accrued liabilities in our Condensed Consolidated Balance Sheets at September 30, 2024.

We estimate that our probable aggregate loss with respect to these claims is approximately $ 83.0 million, which is included in our accrued liabilities in our Condensed Consolidated Balance Sheets at March 31, 2025.

Approximately $ 410.4 million of the foregoing maximum potential loss relates to labor claims, of which approximately $ 63.1 million is included in accrued liabilities in our Condensed Consolidated Balance Sheets at March 31, 2025.

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

7 unchanged sentences

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

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

1 unchanged sentence

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.

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 segment results may not represent the actual results that would be expected if they were independent, stand-alone businesses.

Our CODM is our chief executive officer.

Our CODM uses more than one measure to evaluate performance of our segments and allocate resources, including gross margin and operating earnings, for each segment.

The financial results of our business segments includes certain allocations of corporate selling, general and administrative expenses.

Therefore, the results may not represent the actual results that would be expected if the segments were independent, stand-alone businesses.

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

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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

Segment information for the three months ended March 31, 2025 and 2024 was as follows:

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

Three months ended September 30, 2024

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

Intersegment net sales 228.6 4.0 — ( 232.6 ) —

Net sales 1,005.3 525.7 1,399.2 ( 119.3 ) 2,810.9

Gross margin 142.3 121.9 127.9 24.7 416.8

Canadian resource taxes — 44.5 — — 44.5

Gross margin (excluding Canadian resource taxes) 142.3 166.4 127.9 24.7 461.3

Operating earnings (loss) 7.6 109.3 56.1 ( 57.6 ) 115.4

Capital expenditures 126.5 61.2 51.6 1.5 240.8

Depreciation, depletion and amortization expense 117.7 68.4 39.9 11.9 237.9

Three months ended September 30, 2023

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

Intersegment net sales 87.6 6.5 — ( 94.1 ) —

Net sales 986.4 719.9 1,730.6 111.4 3,548.3

Gross margin 87.5 210.3 106.1 5.7 409.6

Canadian resource taxes — 85.6 — — 85.6

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

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

Capital expenditures 157.3 84.5 117.7 52.2 411.7

Depreciation, depletion and amortization expense 116.5 65.8 53.9 2.5 238.7

Nine months ended September 30, 2024

Three months ended March 31, 2025

Net sales to external customers $ 964.8 $ 570.2 $ 933.8 $ 152.1 $ 2,620.9

1 unchanged sentence

Net sales 1,098.6 570.2 933.8 18.3 2,620.9

Cost of goods sold (b)

931.3 401.6 806.8 ( 7.2 ) 2,132.5

Gross margin 167.3 168.6 127.0 25.5 488.4

1 unchanged sentence

Gross margin (excluding Canadian resource taxes) 167.3 215.9 127.0 25.5 535.7

Selling, general and administrative (c)

12.1 7.8 23.2 79.5 122.6

Other operating expenses (d)

15.8 4.1 5.3 2.1 27.3

Operating earnings (loss) 139.4 156.8 98.5 ( 56.2 ) 338.5

1 unchanged sentence

Depreciation, depletion and amortization expense 113.2 81.0 38.1 10.7 243.0

Nine months ended September 30, 2023

Three months ended March 31, 2024

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

1 unchanged sentence

Net sales 1,168.7 643.1 886.4 ( 18.8 ) 2,679.4

Cost of goods sold (b)

1,009.3 431.4 811.2 28.3 2,280.2

Gross margin 159.4 211.7 75.2 ( 47.1 ) 399.2

1 unchanged sentence

Gross margin (excluding Canadian resource taxes) 159.4 276.2 75.2 ( 47.1 ) 463.7

Selling, general and administrative (c)

12.8 8.5 29.9 55.6 106.8

Other operating expenses (d)

106.3 5.2 3.3 4.7 119.5

Operating earnings (loss) 40.3 198.0 42.0 ( 107.4 ) 172.9

1 unchanged sentence

Depreciation, depletion and amortization expense 116.9 81.7 40.0 2.5 241.1

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

Total Assets (e)

As of March 31, 2025 $ 9,497.3 $ 6,517.3 $ 4,697.8 $ 2,453.3 $ 23,165.7

As of December 31, 2024 9,419.5 6,480.6 4,372.0 2,651.9 22,924.0

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

______________________________

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

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

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

For the three months ended March 31, 2025, distribution operations in India and China collectively had revenue of $ 147.4 million and gross margin of $ 20.3 million.

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

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.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(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.

(e) In 2025, the information about segment assets regularly provided to and reviewed by our CODM, was revised to no longer include intercompany assets and segment cash and to include an allocation of certain fixed assets from Corporate to the Phosphate and Potash segments.

As a result, the December 31, 2024 balances have been recast to reflect these changes.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2025 2024

1 unchanged sentence

Brazil $ 907.0 $ 852.8

217.3 209.9 660.1 942.0

China 136.4 124.0

Canada 124.9 142.0

Paraguay 58.1 80.2 140.0 177.0

Japan 32.1 41.3

India 31.3 80.3 50.5 291.2

Paraguay 28.6 36.9

Argentina 24.1 11.2

Colombia 23.8 16.8 82.4 79.2

Australia 20.7 16.9

Peru 20.2 30.2 39.2 52.2

Colombia 20.4 32.6

Dominican Republic 8.5 —

Mexico 5.9 22.4

India 5.7 7.2

Peru 4.1 11.6

Honduras 3.5 5.0

Dominican Republic 6.2 2.0 10.2 13.1

Other 20.7 10.5

4 unchanged sentences

(a) Revenues are attributed to countries based on location of customer.

(b) Canpotex is the export association of two Saskatchewan potash producers.

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

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

(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.

THE MOSAIC COMPANY

2 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2025 2024

4 unchanged sentences

Performance Products (a)

620.5 624.5 1,602.0 1,855.4

Phosphate Rock 119.9 40.8

1 unchanged sentence

____________________________________________

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

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

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

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

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

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

We expect this transaction to close later in 2024.

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

What changed 10-Q

Item 1. Financial Statements