Mosaic (MOS) 10-K risk factor changes: FY2021 vs FY2020

Since December 1985, we have had inflows of salt saturated brine [added: water] into our Esterhazy, Saskatchewan [removed: mine.][added: K1 and K2 potash mines.]

Our [added: potash] mines at Colonsay, Saskatchewan, [removed: and] Carlsbad, New [removed: Mexico,] [added: Mexico and our Esterhazy, Saskatchewan K3 mine (though not contiguous with the K1/K2 underground inflow region)] are also subject to [removed: the] risks [removed: of] [added: from the] inflow of water as a result of our [added: underground] shaft mining operations.

[removed: It] [added: Though minor inflows are regularly managed, it] is possible that [removed: the brine] [added: significant water] inflows [removed: risk to employees or management costs] [added: could occur which] may [removed: increase] [added: present risks] to [removed: a level] [added: our employees and our operations, and] which [removed: would cause] [added: may require] us to [added: incur brine management costs,] change our mining [removed: processes] [added: processes,] or abandon [removed: the] [added: our operating] mines.

See the “Key Factors that can Affect Results of Operations and Financial Condition” and “Potash Net Sales and Gross Margin” sections of our Management’s [removed: Analysis,] [added: Analysis in this Form 10-K report and the Esterhazy closure costs in Note 25 of this report,] which sections are incorporated herein by reference, for a discussion of costs, risks and other information relating to the brine inflows.

The Covid-19 pandemic may materially adversely affect our business operations and financial [removed: condition][added: condition.]

The Covid-19 pandemic [added: continues to impact the global economy and] could significantly disrupt our operations, key suppliers or third-party logistics providers, customers and ultimate end-users due to the spread of the virus, shelter in place orders, quarantines or other measures implemented to prevent the spread of the virus.

As part of government mandates, our Patrocinio operations in Brazil and Miski Mayo operations in Peru were temporarily suspended at the onset of the [removed: pandemic.][added: pandemic, but have since resumed operations.]

At this time, the Company has only experienced limited adverse financial and operational Covid-19 related [removed: conditions, as the production and sale of fertilizer has been deemed by government agencies to be an "essential business" because of the role it plays in the production of food.][added: conditions.]

[removed: The occurrence of any of these events or an] [added: An] increase in severity to our employees, customers, vendors or supply chain or [removed: renewed or stronger "shelter in place" orders,] [added: governmental mandates,] could have a material adverse effect on our business, financial condition and/or results of operations.

The extent to which the Covid-19 pandemic impacts our operations and financial results will depend on future developments that are highly uncertain, including new information concerning the severity of the virus and [added: variants and] the cost, time and actions taken to contain its impact.

The Covid-19 pandemic could also have the effect of heightening many of the other risks described in this Item 1A of this [removed: 2020] 10-K Report.

[removed: On June 26,] [added: In] 2020, we filed petitions with the [removed: U.S. Department of Commerce] [added: DOC] and [removed: the U.S. International Trade Commission (ITC)] [added: ITC] that requested the initiation of countervailing duty investigations into imports of phosphate fertilizers from Morocco and Russia.

The purpose of the petitions [removed: is] [added: was] to remedy the distortions that [added: we believe] foreign subsidies [added: have caused or] are causing in the U.S. market for phosphate fertilizers, and thereby restore fair competition.

If [removed: Mosaic is not successful in its petitions, it] [added: the final determinations are challenged and subsequently reversed, the results] could have an adverse effect on our business, and/or our financial condition or operating results.

[added: As a result, changes in] transportation costs, or in customer expectations about them, can affect our sales volumes and prices.

Examples of the types of events that could result in a disruption at one of these facilities include: adverse weather; strikes or other work stoppages; [added: civil unrest;] deliberate, malicious acts, including acts of [removed: terrorism;] [added: terrorism and armed conflict;] political or economic instability; cyberattacks; changes in permitting, financial assurance or certain environmental, health and safety laws or other changes in the regulatory environment in which we operate; legal and regulatory proceedings; our relationships with the other member of Canpotex and the other joint ventures in which we participate and their or our exit from participation in such joint ventures; other changes in our commercial arrangements with unrelated third parties; brine inflows at our Esterhazy, [removed: Saskatchewan,] [added: Saskatchewan] mine or our other shaft mines; mechanical failure and accidents or other failures occurring in the course of operating activities, including at our gypstacks, clay settling areas and tailing dams; accidents occurring in the course of operating activities; lack of truck, rail, barge or ship transportation; and other factors.

Reduced oil refinery operating rates in the U.S. [added: and Canada] could result in decreased availability of molten sulfur, which could increase costs of sulfur procurement or decrease availability of sulfur needed in our phosphate fertilizer production operations.

[removed: While we] [added: We] have not yet become subject to such results in the sulfur procurement markets, if it becomes necessary to procure sulfur at higher costs, and if we are unable to pass those costs on in our product prices, or if we are unable to procure sulfur at volumes necessary for our operations, such events could have a material adverse effect on our phosphate business, and/or our financial condition or operating results.

Changes in the price of our raw materials have had, and could again have, a material [added: adverse] impact on our businesses.

From time to time, our profitability has been and may in the future be [added: adversely] impacted by the price and availability of these raw materials and other energy costs.

In addition, under our long-term CF Ammonia Supply [removed: Agreement] [added: Agreement,] we have agreed to purchase approximately 545,000 to 725,000 tonnes of ammonia per year during a term that may extend until December 31, 2032, and at a price to be determined by a formula based on the prevailing price of U.S. natural gas.

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 [removed: cost of our ammonia under the agreement could become a competitive disadvantage.]

Some of these factors may also make it less attractive to distribute cash generated by our operations outside the United States to our stockholders, or to utilize cash generated by our operations in one country to fund our operations or repayments [removed: of][added: of indebtedness in another country or to support other corporate purposes.]

For [removed: 2020,] [added: 2021,] we derived approximately [removed: 70%] [added: 68%] of our net sales from customers located outside of the United States.

- political and economic instability, including the possibility for [added: terrorism, armed conflict,] civil unrest, inflation and adverse economic conditions resulting from governmental attempts to reduce inflation, such as imposition of higher interest rates and wage and price controls;

We also have a [added: minority] joint venture investment in MWSPC, which operates a mine and chemical complexes that produce phosphate fertilizers and other downstream products in the Kingdom of Saudi Arabia.

Volatile economic, [removed: political and] market [removed: conditions in these] and [removed: other emerging market countries] [added: political conditions] may have a negative impact on our operations, operating results and financial condition.

Adverse weather conditions, including the impact of hurricanes and excess heat, cold, snow, rainfall and drought, have in the [added: past and may in the future adversely affect our operations, particularly our Phosphates business.]

[removed: past] [added: Excess rainfall] and [added: drought have in the past, and] may in the [removed: future] [added: future,] adversely affect [removed: our operations, particularly our Phosphates business.][added: us.]

Adverse weather may also cause a loss of production [removed: due to disruptions in] [added: and may disrupt] our supply chain or adversely affect delivery of our products to our customers.

For example, in [removed: 2019,] [added: 2019] we experienced the wettest year in North America in nearly 50 years which reduced fertilizer applications by farmers.

Because we do not control these companies either at the board or stockholder levels and because local laws in foreign jurisdictions and contractual obligations may place restrictions on monetary distributions by these companies, we cannot ensure that these companies will operate [removed: efficiently] [added: efficiently,] pay dividends, or generally follow the desires of our management by virtue of our board or stockholder representation.

[removed: Any disruption may decrease our] production and sales or impose additional costs to resolve disputes.

Accidents [added: or equipment failures] occurring in the course of our operating activities could result in significant liabilities, interruptions [removed: or][added: or shutdowns of facilities or the need for significant safety or other expenditures.]

We engage in mining and industrial activities that can result in serious [removed: accidents.][added: accidents or experience equipment failures.]

If our [removed: safety] procedures are not effective, or if an accident [removed: occurs,] [added: or equipment failure were to occur,] we could be subject to liabilities arising out of property damage, personal injuries or death, our operations could be interrupted and we might have to shut down or abandon affected facilities.

Accidents could cause us to expend significant amounts to remediate safety issues or to repair damaged facilities and could result in significant liabilities and/or impact on the financial performance of [removed: our] [added: the] Company, including material adverse [removed: effect] [added: effects] on our results of operations, liquidity or financial condition.

- [removed: Some] [added: Some] of our facilities are subject to potential damage from seismic activity.

A significant seismic event at one our facilities or mines could result in [removed: serous] [added: serious] injuries or death, or damage to or flooding [added: of] operations, or damage to adjoining properties or facilities of unrelated third parties.

They significantly affect our operating activities as well as the level [added: of our operating costs and capital expenditures.]

Businesses have been impacted by short-term labor shortages due to illness, transportation issues such as trucking delays and port congestion which are slowing delivery of inputs to facilities and products to end customers.

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During the first quarter of 2021, the DOC made final affirmative determinations that countervailable subsidies were being provided by those governments and the ITC made final affirmative determinations that the U.S. phosphate fertilizer industry is materially injured by reason of subsidized phosphate fertilizer imports from Morocco and Russia.

As a result of these determinations, the DOC issued countervailing duty orders on phosphate fertilizer imports from Russia and Morocco, which are scheduled to remain in place for at least five years.

Currently, the cash deposit rates for such imports are approximately 20 percent for Moroccan producer OCP, 9 percent and 47 percent for Russian producers PhosAgro and Eurochem, respectively, and 17 percent for all other Russian producers.

The final determinations in the DOC and ITC investigations are subject to possible challenges before U.S. federal courts and the World Trade Organization, and Mosaic has initiated actions at the U.S. Court of International Trade contesting certain aspects of the DOC’s final determinations that, we believe, failed to capture the full extent of Moroccan and Russian phosphate fertilizer subsidies.

Moroccan and Russian producers have also initiated U.S. Court of International Trade actions, seeking lower cash deposit rates and revocation of the countervailing duty orders.

Further, the cash deposit rates and the amount of countervailing duties owed by importers on such imports could change based on the results of the DOC’s annual administrative review proceedings.

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cost of our ammonia under the agreement could become a competitive disadvantage.

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In addition to the FDEP, the USEPA and the LDEQ also have similar requirements for water management objectives as outlined in our RCRC CD’s.

In the second half of 2021, we experienced production impacts related to Hurricane Ida.

Any disruption may decrease our

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Our underground potash shaft mines are subject to risks of water inflows.

Due to an acceleration of brine inflows, on June 4, 2021 the Company announced a closure of our K1 and K2 potash mine shafts eliminating the risk of brine inflows.

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administrative rulings that interrupt, impede or otherwise materially affect our business operations or criminal sanctions.

These initiatives could restrict our operating activities, require us to make changes in our operating activities that would increase our operating costs, reduce our efficiency or limit our output, require us to make capital improvements to our

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On January 20, 2021 the United States rejoined the Paris Agreement, which was effective February 19, 2021.

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phosphogypsum stacks in the United States.

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To the extent other

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the risk that some of our customers will not pay us or the amounts we have guaranteed.

Our Esterhazy mine has had an inflow of salt saturated brine for more than 30 years.

In order to control brine inflows at Esterhazy, we have incurred, and will continue to incur, expenditures, certain of which, due to their nature, have been capitalized, while others have been charged to expense.

At various times, we experience changing amounts and patterns of brine inflows at the Esterhazy mine.

Periodically, some of these inflows have exceeded available pumping capacity.

If that were to continue for several months without abatement, it could exceed our available storage capacity and ability to effectively manage the brine inflow.

This could adversely affect production at the Esterhazy mine.

The brine inflow is variable, resulting in both net inflows (the rate of inflow is more than the amount we are pumping out of the mine) and net outflows (when we are pumping more brine out of the mine than the rate of inflow).

In March 2020, the World Health Organization declared the outbreak of the novel coronavirus Covid-19 that spread across the globe a pandemic.

In an effort to contain the spread of the virus, many government authorities, at locations where we do business, have issued “social distancing or "shelter in place” or similar orders, which generally direct individuals to remain at their places of residence.

Patrocinio restarted operations on April 7, 2020, and Miski Mayo resumed operations on May 13, 2020.

We also delayed planned maintenance at certain locations until the fourth quarter of 2020 which resulted in increased costs.

Farmers are receiving substantial governmental support globally, which could mitigate the potential negative impact on fertilizer demand.

We continue to see Covid-19 related risks to logistics, and isolated demand pockets impacted in part by the significant decline in oil prices.

The U.S. Department of Commerce and the ITC conducted investigations in response to Mosaic’s petitions.

On February 9, 2021, the U.S. Department of Commerce determined final subsidy rates.

A final determination by the ITC as to whether these subsidized imports has harmed or threatens to harm the U.S. phosphate industry is expected in March 2021.

As a result, changes in

indebtedness in another country or to support other corporate purposes.

Excess rainfall and drought have in the past, and may in the future adversely affect us.

shutdowns of facilities or the need for significant safety or other expenditures.

of our operating costs and capital expenditures.

- New or interpretations of existing statutes or regulations that impose new or more stringent standards, restrictions or

The country’s withdrawal was effective November 2020.

On January 20, 2021, the current U.S. President signed an order to rejoin the Paris Agreement.

economies of scale.

MOP in the form of global commodities.

business and MWSPC.

The Mosaic Company is a Delaware corporation that was incorporated in March 2004 and serves as the parent company of the business that was formed through the October 2004 combination of IMC Global Inc. [added: (“IMC”)] and the fertilizer businesses of Cargill, Incorporated.

The following charts show the respective contributions to [removed: 2020] [added: 2021] sales volumes, net sales and gross margin for each of our business segments in effect at December 31, [removed: 2020:][added: 2021:]

[removed: ][added: ]

We account for approximately [removed: 13%] [added: 12%] of estimated global annual phosphate production.

We also account for approximately [removed: 11%] [added: 12%] of estimated global annual potash production.

*Phosphates [removed: Segment* — We] [added: Segment*–We] sell phosphate-based crop nutrients and animal feed ingredients throughout North America and internationally.

We account for approximately [removed: 73%] [added: 70%] of estimated North American annual production of concentrated phosphate crop nutrients.

*Potash [removed: Segment —* We] [added: Segment*–We] sell potash throughout North America and internationally, principally as fertilizer, but also for use in industrial applications and, to a lesser degree, as animal feed ingredients.

We account for approximately [removed: 34%] [added: 33%] of estimated North American annual potash production.

*Mosaic Fertilizantes [removed: Segment —* We] [added: Segment*–We] produce and sell phosphate and potash-based crop nutrients, and animal feed ingredients, in Brazil.

We account for approximately [removed: 70%] [added: 65%] of estimated annual production of concentrated phosphate crop nutrients in Brazil and 100% of estimated annual potash production in Brazil.

- “Mosaic” [added: or “Company”] means The Mosaic Company;

- [removed: “we”, “us”,] [added: “we*,*” “us*,*”] and “our” refer to Mosaic and its direct and indirect subsidiaries, individually or in any combination;

Business Developments during [removed: 2020][added: 2021]

- [removed: On June 26,] [added: In] 2020, we filed petitions with the U.S. Department of Commerce [removed: (“DOC”)] [added: *(*“DOC”*)*] and the U.S. International Trade Commission [removed: (“ITC”)] [added: *(*“ITC”*)*] that requested the initiation of countervailing duty investigations into imports of phosphate fertilizers from Morocco and Russia.

The purpose of the petitions [removed: is] [added: was] to remedy the distortions that we believe foreign subsidies have caused or are causing in the U.S. market for phosphate fertilizers, and thereby restore fair competition.

[removed: On November 23, 2020,] [added: During] the [added: first quarter of 2021, the] DOC [removed: preliminarily determined] [added: made final affirmative determinations] that [removed: counteravailable] [added: countervailable] subsidies were being provided by those governments and [removed: on February 9, 2021] the [removed: DOC determined] [added: ITC made] final [removed: counteravailable subsidy rates.][added: affirmative determinations that the U.S.]

- In response to Covid-19, we [removed: implemented] [added: continued to implement] measures in [removed: 2020] [added: 2021] that were intended to provide for the immediate health and safety of our employees, including working remotely and alternating work schedules, in order to minimize the number of employees at a single location.

We have included additional information about these and other developments in our business during [removed: 2020] [added: 2021] in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“Management’s Analysis”) and in the Notes to [removed: our] Consolidated Financial Statements.

Throughout the discussion below, we measure units of production, sales and raw materials in metric [removed: tonnes] [added: tonnes,] which are the equivalent of 2,205 pounds, [added: or 1.102 tons (U.S. standard),] unless we specifically state that we mean short or long ton(s), which are the equivalent of 2,000 pounds and 2,240 pounds, respectively.

In addition, we measure natural gas, a raw material used in the production of our products, in [removed: MMBTU,] [added: MM BTU,] which stands for one million British Thermal Units [removed: (BTU).][added: (“BTU”).]

- The risk factors discussed in this report in Part I, Item 1A, “Risk [removed: Factors.”][added: Factors”.]

This information is incorporated by reference [removed: in] [added: into] this [removed: report in] [added: section from] Part II, Item 8, “Financial Statements and Supplementary [removed: Data.”][added: Data”.]

We have a 75% economic interest in the Miski Mayo Phosphate Mine in [removed: Peru,] [added: Peru “Miski Mayo Mine”),] which is included in the results of our Phosphates segment.

[removed: ][added: ]

[removed: ][added: ]

Our U.S. phosphates operations have capacity to produce approximately 4.5 million tonnes of phosphoric acid (“P2O5”) per year, or about 7% of world annual capacity and about [removed: 59%] [added: 60%] of North American annual capacity.

[removed: Phosphoric acid] [added: P2O5] is produced by reacting finely ground phosphate rock with sulfuric acid.

[removed: Phosphoric acid] [added: P2O5] is the key building block for the production of high analysis or concentrated phosphate crop nutrients and animal feed products, and is the most comprehensive measure of phosphate capacity and production and a commonly used benchmark in our industry.

Our U.S. [removed: phosphoric acid] [added: P2O5] production totaled approximately [removed: 4.1] [added: 3.4] million tonnes during [removed: 2020.][added: 2021.]

Our U.S. operations account for approximately [removed: 8%] [added: 7%] of estimated global annual production and [removed: 57%] [added: 51%] of estimated North American annual output.

DAP is a solid granular product that is applied directly or blended with other solid plant nutrient [removed: products] [added: products,] such as urea and potash.

The resulting slurry is then pumped into the granulation plant where it is reacted with additional [removed: phosphoric acid] [added: P2O5] to produce MAP.

Annual capacity by plant as of December 31, [removed: 2020] [added: 2021] and production volumes by plant for [removed: 2020] [added: 2021] are listed below:

| [removed: Bartow(d)] [added: Bartow] | | | | | | 1.1 | | | | | | [removed: 0.9] [added: 1.0] | | | | | | 2.5 | | | | | | [removed: 1.6] [added: 2.2] | | |

| New Wales | | | | | | 1.7 | | | | | | [removed: 1.5] [added: 1.2] | | | | | | 4.0 | | | | | | [removed: 3.1] [added: 2.6] | | |

| Riverview | | | | | | 0.9 | | | | | | [removed: 0.9] [added: 0.8] | | | | | | 1.8 | | | | | | 1.6 | | |

| [removed: Faustina] [added: Faustina(d)] | | | | | | — | | | | | | — | | | | | | 1.6 | | | | | | [removed: 1.5] [added: 0.9] | | |

| Uncle [removed: Sam] [added: Sam(d)] | | | | | | 0.8 | | | | | | [removed: 0.8] [added: 0.4] | | | | | | — | | | | | | — | | |

| | | | | | | 0.8 | | | | | | [removed: 0.8] [added: 0.4] | | | | | | 1.6 | | | | | | [removed: 1.5] [added: 0.9] | | |

We are the leading fertilizer production and distribution company in Brazil.

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- During the second quarter of 2021, due to increased brine inflows, we 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.

We recognized pre-tax costs of $158.1 million related to the permanent closure of these facilities.

In the third quarter of 2021, we resumed production at our previously idled Colonsay potash mine to offset a portion of the production lost by the early closure of the K1 and K2 shafts at Esterhazy.

In December 2021, the K3 shaft became fully operational and is expected to reach full operating capacity in the first quarter of 2022.

The closure of the K1 and K2 shafts will eliminate future brine management expenses at these sites.

- In August 2021 we entered into a new, unsecured five-year credit facility of up to $2.5 billion, with a maturity date of August 19, 2026, which replaces our prior $2.2 billion line of credit.

This increase in size provides additional security and flexibility and reflects the growth in our business.

- In August 2021 we prepaid the outstanding balance of $450 million on our 3.75% senior notes, due November 15, 2021, without premium or penalty.

*•*During the third quarter of 2021, our Board of Directors approved a new $1 billion share repurchase authorization (the “2021 Repurchase Program”), replacing our previous $1.5 billion authorization (the “2015 Repurchase Program”) that had $700 million remaining.

This new, expanded authorization reflects our unchanged commitment to a balanced deployment of excess capital that includes returning capital to stockholders.

During 2021, we repurchased 11,200,371 shares of Common Stock, including 8,544,144 shares that we purchased in an underwritten secondary offering by Vale S.A., at an average price of $36.69, for a total of approximately $410.9 million.

- In November 2021, Vale S.A. sold its 34,176,574 shares of common stock of Mosaic in an underwritten secondary offering.

Vale S.A. no longer holds any shares of Mosaic common stock.

- In the fourth quarter of 2021, our Board of Directors approved a 50% increase in our annual dividend, to $0.45 per share, beginning in 2022.

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phosphate fertilizer industry is materially injured by reason of subsidized phosphate fertilizer imports from Morocco and Russia.

As a result of these determinations, the DOC issued countervailing duty orders on phosphate fertilizer imports from Russia and Morocco, which are scheduled to remain in place for at least five years.

Currently, the cash deposit rates for such imports are approximately 20 percent for Moroccan producer OCP, 9 percent and 47 percent for Russian producers PhosAgro and Eurochem, respectively, and 17 percent for all other Russian producers.

The final determinations in the DOC and ITC investigations are subject to possible challenges before U.S. federal courts and the World Trade Organization, and Mosaic has initiated actions at the U.S. Court of International Trade contesting certain aspects of the DOC’s final determinations that, we believe, failed to capture the full extent of Moroccan and Russian phosphate fertilizer subsidies.

Moroccan and Russian producers have also initiated U.S. Court of International Trade actions, seeking lower cash deposit rates and revocation of the countervailing duty orders.

Further, the cash deposit rates and the amount of countervailing duties owed by importers on such imports could change based on the results of the DOC’s annual administrative review proceedings.

Businesses have been impacted by short-term labor shortages due to illness, transportation issues such as trucking delays and port congestion which are slowing delivery of inputs to facilities and products to end customers.

At this time, we have experienced limited adverse financial or operational impacts related to Covid-19.

Subsequent to December 31, 2021, we expect to enter into an accelerated share repurchase (“ASR”) of $400 million, which would be initiated in February 2022.

Following the completion of the current authorization, our Board of Directors has approved the establishment of a new $1 billion share repurchase authorization, which will go into effect following completion of this ASR.

The Board of Directors has also approved a regular dividend increase to $0.60 per share annually from $0.45, beginning with the second quarter 2022 payment.

This report includes market share and industry data and forecasts that we obtained from publicly available information and industry publications, surveys, market research, internal company surveys and consultant surveys.

We believe these sources to be reliable, but there can be no assurance as to the accuracy and completeness of such information.

We have not independently verified the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein.

Similarly, internal company surveys, industry forecasts and market research, which we believe to be reliable based upon management’s knowledge of the industry, have not been verified by any independent sources.

Application of SEC’s New Mining Rules Under Regulation S-K 1300

On October 31, 2018, The U.S. Securities Exchange Commission (the “SEC”) adopted Subpart 1300 of Regulation S-K (“S-K 1300”) to modernize the property disclosure requirements for mining registrants.

Information concerning our mining properties in this Form 10-K has been prepared in accordance with these requirements.

These requirements differ significantly from the previously applicable disclosure requirements of SEC Industry Guide 7.

Among other differences, S-K 1300 requires us to disclose our mineral resources, in addition to our mineral reserves, as of the end of our most recently completed fiscal year both in the aggregate and for each of our individually material mining properties.

The calculation of mineral reserves under SEC Industry Guide 7 and under S-K 1300 are significantly different which may lead to differences in reserve reporting.

We have four material properties: Belle Plaine, Esterhazy, Florida and Tapira.

Following our January 8, 2018 acquisition (the “Acquisition”) of the global phosphate and potash operations of Vale S.A. conducted through Mosaic Fertilizantes P&K S.A. (formerly Vale Fertilizantes S.A.), we are the leading fertilizer production and distribution company in Brazil.

Upon completion of the Acquisition, we became the majority owner of an entity operating a phosphate rock mine in the Bayovar region in Peru, in which we previously held a minority equity interest.

As of January 1, 2019, certain selling, general and administrative costs that are not controllable by the business segments were no longer allocated to segments and are included within Corporate, Eliminations and Other.

Our operating results for the year ended December 31, 2018, were recast to reflect this change.

- We continue to transform our cost structure.

Mosaic Fertilizantes exceeded the previously announced $50 million of transformational savings targeted for 2020.

The Esterhazy K3 mine development project continues to progress, with the sixth automated miner commissioned during the year.

We produced 1.3 million tonnes of MOP from the Esterhazy K3 mine in 2020.

After achieving five of seven 2021 company cost targets in the second quarter of 2020, we announced new targets for 2023 in September.

- During the second quarter, Ma'aden Wa'ad Al Shamal Phosphate Company (“MWSPC”), a subsidiary of Saudi Arabian Mining Company, in which Mosaic holds a 25 percent interest, refinanced its project level debt.

The refinancing removes recourse to Mosaic by all lenders to MWSPC, and defers principal paydown until June 30, 2022, enhancing expected free cash flow.

Mosaic's contractual commitment to make future cash contributions to MWSPC has also been eliminated.

On August 7, 2020, the ITC preliminarily determined that there is a reasonable indication that the U.S. phosphate industry is materially injured by reason of imports of phosphate fertilizers that are allegedly subsidized by the governments of Morocco and Russia.

A final determination by the ITC as to whether these subsidized imports has harmed or threatens to harm the U.S. phosphate industry is expected in March 2021.

- In July, 2020, we extended the term and increased the limit of our revolving credit facility.

As of December 31, 2020, we held a liquidity position in excess of $3.3 billion, including cash and available committed and uncommitted lines of credit, of $574 million, $2.2 billion and $600 million , respectively.

In an effort to contain the spread of the virus, many government authorities, at locations where we do business, issued “social distancing or shelter-in-place” orders.

In accordance with such orders, operations at our Miski Mayo mine in Peru were closed on March 16, 2020 and resumed on May

13, 2020.

Our Patrocino operations in Brazil were also closed for ten days, restarting operations on April 7, 2020.

We also delayed planned maintenance at certain locations until the fourth quarter of 2020 which resulted in increased costs.

These events resulted in minimal disruptions to our operations.

Our response to the pandemic was effective throughout the year in limiting the impacts on our operating facilities, employees, supply chain and logistics.

The following map shows the location of the Miski Mayo phosphate mine in Peru:

| | | | | | | 3.7 | | | | | | 3.3 | | | | | | 8.3 | | | | | | 6.3 | | |

______________________________

(d)On December 19, 2019, we temporarily idled our Bartow, Florida phosphates operations facility to help rebalance the global supply and demand during down-market conditions.

Operations resumed on February 24, 2020.

On August 31, 2018, we temporarily idled our South Pasture, Florida phosphates mine.

We plan to develop the DeSoto reserves to replace reserves that will be depleted at various times in the future.

As part of the Acquisition, we acquired an additional 40% economic interest in the Miski Mayo Mine in Peru, which increased our aggregate interest to 75%.

The phosphate deposits of Florida are of sedimentary origin and are part of a phosphate-bearing province that extends from southern Florida north along the Atlantic coast into southern Virginia.

Our active Florida phosphate mines are primarily located in what is known as the Bone Valley Member of the Peace River Formation in the Central Florida Phosphate District.

The southern portions of the Four Corners and Wingate mines are in what is referred to as the Undifferentiated Peace River Formation, in which the DeSoto reserves we plan to develop are also located.

Phosphate mining has been conducted in the Central Florida Phosphate District since the late 1800’s.

The potentially mineable portion of the district encompasses an area approximately 80 miles in length in a north-south direction and approximately 40 miles in width.

In Florida, we extract phosphate ore using large surface mining machines that we own called “draglines.” Prior to extracting the ore, the draglines must first remove a 10 to 50 foot layer of sandy overburden.

At our Wingate mine, we also utilize dredges to remove the overburden and mine the ore.

We then process the ore at beneficiation plants that we own at each active mine, where the ore goes through washing, screening, sizing and flotation processes designed to separate the phosphate rock from sands, clays and other foreign materials.

Prior to commencing operations at any of our planned future mines, we may need to acquire new draglines or move existing draglines to the mines and, unless the beneficiation plant at an existing mine were used, construct a beneficiation plant.

We have included information about legal and environmental proceedings in Note [removed: 24] [added: 22] of our Notes to Consolidated Financial Statements.

We are also subject to the following legal and environmental proceedings in addition to those described in Note [removed: 24] [added: 22] of our Consolidated Financial Statements included in this report:

[removed: *Countervailing Duty Petitions.* On June 26,] [added: In] 2020, we filed petitions with the U.S. Department of Commerce (“DOC”) and the U.S. International Trade Commission (“ITC”) that requested the initiation of countervailing duty investigations into imports of [removed: phosphate fertilizers from Morocco and Russia.]

The purpose of the petitions [removed: is] [added: was] to remedy the distortions that we believe foreign subsidies have caused or are causing in the U.S. market for phosphate fertilizers, and thereby restore fair competition.

On [removed: August 7, 2020,] [added: March 11, 2021,] the ITC [removed: preliminarily determined that there is a reasonable indication] [added: made final affirmative determinations] that the U.S. phosphate [added: fertilizer] industry is materially injured by reason of [removed: imports of phosphate fertilizers that are allegedly] subsidized [removed: by the governments of] [added: phosphate fertilizer imports from] Morocco and Russia.

On [removed: November 23, 2020,] [added: February 16, 2021,] the DOC [removed: preliminarily determined] [added: made final affirmative determinations] that [removed: counteravailable] [added: countervailable] subsidies were being provided by those [removed: governments and on February 9, 2021 the DOC determined final counteravailable subsidy rates.][added: governments.]

*The South Pasture Extension Mine Litigation.* On January 8, 2020, the Hardee County Mining Coordinator issued a Notice of Violation [removed: (“NOV”)] [added: (“NOV”)] for the failure by Mosaic to proceed with reclamation of two designated [removed: Reclamation Units] [added: reclamation units] within the South Pasture Mine footprint.

The NOV cites noncompliance with the County Land Development Regulations and with the conditions of Development of Regional Impact [removed: (“DRI”)] [added: (“DRI”)] Development Order 12-21 that was issued in 2012 to authorize continued mining at the South Pasture Mine, continued operation of the South Pasture beneficiation plant, and mining at the [added: South Pasture Mine Extension.]

To obtain waiver relief from the BOCC, a quasi-judicial hearing [removed: will] [added: would] be required.

At that same hearing, the BOCC approved a [removed: Settlement Agreement] [added: settlement agreement] that resolved all outstanding non-compliance associated with reclamation obligations at the South Pasture Mine and [removed: requires] [added: required] Mosaic to pay an agreed settlement amount of $249,000.

[removed: *Cruz Litigation.*] On August 27, 2020, a putative class action complaint was filed in [added: the] Circuit Court of the Thirteenth Judicial Circuit in Hillsborough County, [removed: FL] [added: Florida] against our wholly owned subsidiary, Mosaic Global Operations [removed: Inc.] [added: Inc.,] and [removed: two co-defendants.]

The complaint alleges claims related to elevated levels of radiation at two manufactured housing communities located on reclaimed mining land in Mulberry, Polk County, Florida, [added: allegedly] due to phosphate mining and reclamation activities occurring decades ago.

We [removed: will] [added: intend to] vigorously defend this matter.

*Countervailing Duty Petitions*.

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

phosphate fertilizers from Morocco and Russia.

As a result of these determinations, the DOC issued countervailing duty orders on phosphate fertilizer imports from Russia and Morocco, which are scheduled to remain in place for at least five years.

Currently, the cash deposit rates for such imports are approximately 20 percent for Moroccan producer OCP, 9 percent and 47 percent for Russian producers PhosAgro and Eurochem, respectively, and 17 percent for all other/Russian producers.

The final determinations in the DOC and ITC investigations are subject to challenge before U.S. federal courts and the World Trade Organization.

Mosaic has initiated actions at the U.S. Court of International Trade contesting certain aspects of the DOC’s final determinations that, we believe, failed to capture the full extent of Moroccan and Russian phosphate fertilizer subsidies.

Moroccan and Russian producers have also initiated U.S. Court of International Trade actions, seeking lower cash deposit rates and revocation of the countervailing duty orders.

Further, the cash deposit rates and the amount of countervailing duties owed by importers on such imports could change based on the results of the litigation as well as DOC’s annual administrative review proceedings.

*Cruz Litigation*.

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

two unrelated co-defendants.

On October 14, 2021, the court substantially granted a motion to dismiss we filed late in 2020, with leave for the plaintiffs to amend their complaint.

On November 3, 2021, plaintiffs filed an amended complaint and in response, Mosaic filed a motion to dismiss that complaint with prejudice on November 15, 2021.

On December 23, 2021, plaintiffs opposed that motion and Mosaic replied to that opposition on January 26, 2022.

*Waters of the United States.* In June 2015, EPA and the U.S. Army Corps of Engineers (the “Corps”) jointly issued a final rule that proposed to clarify, but may actually expand, the scope of waters regulated under the federal Clean Water Act.

The final rule (the “2015 Clean Water Rule”) became effective in August 2015, but has been challenged through numerous lawsuits.

In October 2015, the U.S. Court of Appeals for the Sixth Circuit issued an order staying the effectiveness of the final rule nationwide pending adjudication of substantive challenges to the rule.

In early 2017, the U.S. President issued an Executive Order directing EPA and the Corps to publish a proposed rule rescinding or revising the new rule.

In June 2017, EPA and the Corps issued a proposed rule that would rescind the 2015 Clean Water Rule and re-codify regulatory text that existed prior to enactment of the 2015 Clean Water Rule.

In November 2017, EPA issued a rule notice proposing to extend the applicability date of the 2015 Clean Water Rule for two years from the date of final action on the proposed rule, to provide continuity and regulatory certainty while agencies proceed to consider potential changes to the 2015 Clean Water Rule.

In January 2018, the U.S. Supreme Court unanimously held all challenges to the 2015 Clean Water Rule must be heard in federal district courts rather than in the federal courts of appeal, overruling a decision by the Sixth Circuit's Court of Appeals.

With the Sixth Circuit Court of Appeals no longer having jurisdiction, that court lifted its 2015 nationwide stay in February 2018.

After the nationwide stay was lifted, a number of U.S. District Courts revived dormant litigation that challenged the 2015 Clean Water Rule.

In June 2018, the U.S. District Court for the Southern District of Georgia entered an injunction against implementation of the 2015 Clean Water Rule covering 11 states, including Florida.

As of September 2018, federal district courts have put the 2015 Clean Water Rule on hold in 28 states, the District of Columbia and the U.S. territories.

On December 11, 2018, EPA and the Corps issued a proposed rule to replace the 2015 Clean Water Rule, referred to as the “Navigable Waters Protection Rule”.

The agencies’ stated interpretation for the proposed rule is to provide clarity, predictability and consistency so that the regulated community can better understand where the Clean Water Act applies and where it does not.

EPA and the Corps received over 600,000 public comments on the proposed rule.

On September 12, 2019, EPA and the Corps jointly issued a final regulation that repealed the 2015 Clean Water Rule and restored the previous regulatory regime.

This regulation reestablished national consistency by returning all jurisdictions to the longstanding regulatory framework that existed prior to the 2015 Clean Water Rule.

The final rule and repeal of the 2015 Clean Water Rule took effect sixty (60) days after publication in the Federal Register.

The September 12, 2019 repeal of the 2015 Clean Water Rule was the first step in a two-step rulemaking process to define the scope of “waters of the United States” that are regulated under the Clean Water Act.

The second step was completed in April 2020, when EPA and the Corps jointly issued the “Navigable Waters Protection Rule” published on April 21, 2020 (85 Fed.

Reg.

22,250).

By defining what constitutes “waters of the United States” under the federal Clean Water Act (“CWA”), the new rule distinguishes between federal waters and waters under the sole control of the States.

It also clarifies the types of connections to perennial and intermittent tributaries that make lakes and ponds jurisdictional and clarifies the factors that determine when wetlands are considered “adjacent”.

The new “Navigable Waters Protection Rule” revised the definition of “waters of the United States” (WOTUS) under the CWA to include: (i) territorial seas and traditional navigable waters; (ii) perennial and intermittent tributaries to those waters; (iii) certain lakes, ponds, and impoundments; (iv) and wetlands adjacent to jurisdictional waters.

According to EPA, *“Congress, in the Clean Water Act, explicitly directed the Agencies to protect ‘navigable waters.’ The Navigable Waters Protection Rule regulates the nation’s navigable waters and the core tributary systems that provide perennial or intermittent flow into them.”*

The new Navigable Waters Protection Rule is in effect in every state except for Colorado.

The U.S. District of Colorado blocked implementation of the Navigable Waters Protection Rule in Colorado, holding that the Supreme Court’s decision in *Rapanos v.United* States foreclosed the interpretation the U.S. EPA and Corps had incorporated into the new regulation.

On the same day, the U.S. District Court for the Northern District of California reached the opposite conclusion, instead denying a motion by a group of states and cities to block the rule’s nationwide implementation.

Similar requests for relief have been made in other federal district courts, including Arizona, Washington and New Mexico, with more appeals expected in late 2020.

To date, there have been 13 complaints filed in 11 different U.S. District Courts seeking to challenge final rule.

In August 2020, the Justice Department, an industry coalition, and individual landowners filed a Notice of Appeal with the U.S. Court of Appeals for the 10th Circuit to challenge the injunction entered by the Colorado District Court.

Although oral argument was held, there has been no final ruling by the Court of Appeals, to date.

(Note: Under the new Biden Administration, there could be administrative or legal actions that affect the future enforceability of the Navigable Waters Protection Rule, e.g. voluntary remand to reconsider the rule, issuance of an Executive Order directing EPA and Corps to reconsider the rule, or formal joint rulemaking to repeal Navigable Waters Protection Rule.)

A final determination by the ITC as to whether these subsidized imports has harmed or threatens to harm the U.S. phosphate industry is expected in March 2021.

South Pasture Mine Extension.

For the year ended December 31, [removed: 2020][added: 2021]

See the definitions of “large accelerated [removed: filer”,] [added: filer,”] “accelerated [removed: filer”,] [added: filer,”] “smaller reporting [removed: company”,] [added: company,”] and “emerging growth company” in Rule 12b-2 of the Exchange Act.

As of June 30, [removed: 2020,] [added: 2021,] the aggregate market value of the registrant’s voting common stock held by stockholders, other than directors, executive officers, subsidiaries of the Registrant and any other person known by the Registrant as of the date hereof to beneficially own ten percent or more of any class of Registrant’s outstanding voting common stock, and consisting of shares of Common Stock, was approximately [removed: $4.7] [added: $12.1] billion based upon the closing price of a share of Common Stock on the New York Stock Exchange on that date.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock: [removed: 379,093,342] [added: 368,309,275] shares of Common Stock as of February [removed: 12, 2021.][added: 18, 2022.]

1.Portions of the registrant’s definitive proxy statement to be delivered in conjunction with the [removed: 2021] [added: 2022] Annual Meeting of Stockholders (Part III)

[removed: 2020] [added: 2021] FORM 10-K CONTENTS

| Item 1. | | | [removed: [Business](#ia6989b481b554db19b2fcef3659d2f87_13)] [added: [Business](#i4fdbad511df349818d67f496becc5898_13)] | | | [removed: [1](#ia6989b481b554db19b2fcef3659d2f87_13)] [added: [1](#i4fdbad511df349818d67f496becc5898_13)] | | |

| | | | *•* *[Business Segment [removed: Information](#ia6989b481b554db19b2fcef3659d2f87_19)*] [added: Information](#i4fdbad511df349818d67f496becc5898_19)*] | | | [removed: [3](#ia6989b481b554db19b2fcef3659d2f87_19)] [added: [4](#i4fdbad511df349818d67f496becc5898_19)] | | |

| | | | *•* *[Sales and Distribution [removed: Activities](#ia6989b481b554db19b2fcef3659d2f87_34)*] [added: Activities](#i4fdbad511df349818d67f496becc5898_34)*] | | | [removed: [22](#ia6989b481b554db19b2fcef3659d2f87_34)] [added: [14](#i4fdbad511df349818d67f496becc5898_34)] | | |

| | | | *•* *[Factors Affecting [removed: Demand](#ia6989b481b554db19b2fcef3659d2f87_40)*] [added: Demand](#i4fdbad511df349818d67f496becc5898_40)*] | | | [removed: [24](#ia6989b481b554db19b2fcef3659d2f87_40)] [added: [17](#i4fdbad511df349818d67f496becc5898_40)] | | |

| | | | *•* *[Other [removed: Matters](#ia6989b481b554db19b2fcef3659d2f87_43)*] [added: Matters](#i4fdbad511df349818d67f496becc5898_43)*] | | | [removed: [25](#ia6989b481b554db19b2fcef3659d2f87_43)] [added: [17](#i4fdbad511df349818d67f496becc5898_43)] | | |

| | | | *•* *[Executive [removed: Officers](#ia6989b481b554db19b2fcef3659d2f87_46)*] [added: Officers](#i4fdbad511df349818d67f496becc5898_49)*] | | | [removed: [28](#ia6989b481b554db19b2fcef3659d2f87_46)] [added: [19](#i4fdbad511df349818d67f496becc5898_49)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ia6989b481b554db19b2fcef3659d2f87_49)] [added: Factors](#i4fdbad511df349818d67f496becc5898_52)] | | | [removed: [30](#ia6989b481b554db19b2fcef3659d2f87_49)] [added: [21](#i4fdbad511df349818d67f496becc5898_52)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ia6989b481b554db19b2fcef3659d2f87_52)] [added: Comments](#i4fdbad511df349818d67f496becc5898_55)] | | | [removed: [43](#ia6989b481b554db19b2fcef3659d2f87_52)] [added: [34](#i4fdbad511df349818d67f496becc5898_55)] | | |

| Item 2. | | | [removed: [Properties](#ia6989b481b554db19b2fcef3659d2f87_55)] [added: [Properties](#i4fdbad511df349818d67f496becc5898_58)] | | | [removed: [43](#ia6989b481b554db19b2fcef3659d2f87_55)] [added: [35](#i4fdbad511df349818d67f496becc5898_58)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ia6989b481b554db19b2fcef3659d2f87_58)] [added: Proceedings](#i4fdbad511df349818d67f496becc5898_61)] | | | [removed: [43](#ia6989b481b554db19b2fcef3659d2f87_58)] [added: [83](#i4fdbad511df349818d67f496becc5898_61)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ia6989b481b554db19b2fcef3659d2f87_61)] [added: Disclosures](#i4fdbad511df349818d67f496becc5898_64)] | | | [removed: [45](#ia6989b481b554db19b2fcef3659d2f87_61)] [added: [85](#i4fdbad511df349818d67f496becc5898_64)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ia6989b481b554db19b2fcef3659d2f87_67)] [added: Securities](#i4fdbad511df349818d67f496becc5898_70)] | | | [removed: [46](#ia6989b481b554db19b2fcef3659d2f87_67)] [added: [86](#i4fdbad511df349818d67f496becc5898_70)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia6989b481b554db19b2fcef3659d2f87_73)] [added: Operations](#i4fdbad511df349818d67f496becc5898_76)] | | | [removed: [46](#ia6989b481b554db19b2fcef3659d2f87_73)] [added: [87](#i4fdbad511df349818d67f496becc5898_76)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ia6989b481b554db19b2fcef3659d2f87_76)] [added: Risk](#i4fdbad511df349818d67f496becc5898_79)] | | | [removed: [47](#ia6989b481b554db19b2fcef3659d2f87_76)] [added: [87](#i4fdbad511df349818d67f496becc5898_79)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ia6989b481b554db19b2fcef3659d2f87_79)] [added: Data](#i4fdbad511df349818d67f496becc5898_82)] | | | [removed: [47](#ia6989b481b554db19b2fcef3659d2f87_79)] [added: [87](#i4fdbad511df349818d67f496becc5898_82)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosures](#ia6989b481b554db19b2fcef3659d2f87_82)] [added: Disclosures](#i4fdbad511df349818d67f496becc5898_85)] | | | [removed: [47](#ia6989b481b554db19b2fcef3659d2f87_82)] [added: [87](#i4fdbad511df349818d67f496becc5898_85)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ia6989b481b554db19b2fcef3659d2f87_85)] [added: Procedures](#i4fdbad511df349818d67f496becc5898_88)] | | | [removed: [47](#ia6989b481b554db19b2fcef3659d2f87_85)] [added: [87](#i4fdbad511df349818d67f496becc5898_88)] | | |

| Item 9B. | | | [Other [removed: Information](#ia6989b481b554db19b2fcef3659d2f87_88)] [added: Information](#i4fdbad511df349818d67f496becc5898_91)] | | | [removed: [47](#ia6989b481b554db19b2fcef3659d2f87_88)] [added: [88](#i4fdbad511df349818d67f496becc5898_91)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ia6989b481b554db19b2fcef3659d2f87_94)] [added: Governance](#i4fdbad511df349818d67f496becc5898_97)] | | | [removed: [48](#ia6989b481b554db19b2fcef3659d2f87_94)] [added: [89](#i4fdbad511df349818d67f496becc5898_97)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ia6989b481b554db19b2fcef3659d2f87_97)] [added: Compensation](#i4fdbad511df349818d67f496becc5898_100)] | | | [removed: [48](#ia6989b481b554db19b2fcef3659d2f87_97)] [added: [89](#i4fdbad511df349818d67f496becc5898_100)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ia6989b481b554db19b2fcef3659d2f87_100)] [added: Matters](#i4fdbad511df349818d67f496becc5898_103)] | | | [removed: [48](#ia6989b481b554db19b2fcef3659d2f87_100)] [added: [89](#i4fdbad511df349818d67f496becc5898_103)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ia6989b481b554db19b2fcef3659d2f87_103)] [added: Independence](#i4fdbad511df349818d67f496becc5898_106)] | | | [removed: [48](#ia6989b481b554db19b2fcef3659d2f87_103)] [added: [89](#i4fdbad511df349818d67f496becc5898_106)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#ia6989b481b554db19b2fcef3659d2f87_106)] [added: Services](#i4fdbad511df349818d67f496becc5898_109)] | | | [removed: [48](#ia6989b481b554db19b2fcef3659d2f87_106)] [added: [89](#i4fdbad511df349818d67f496becc5898_109)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ia6989b481b554db19b2fcef3659d2f87_112)] [added: Schedules](#i4fdbad511df349818d67f496becc5898_115)] | | | [removed: [49](#ia6989b481b554db19b2fcef3659d2f87_112)] [added: [90](#i4fdbad511df349818d67f496becc5898_115)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ia6989b481b554db19b2fcef3659d2f87_115)] [added: Summary](#i4fdbad511df349818d67f496becc5898_118)] | | | [removed: [55](#ia6989b481b554db19b2fcef3659d2f87_115)] [added: [96](#i4fdbad511df349818d67f496becc5898_118)] | | |

| [Financial Table of [removed: Contents](#ia6989b481b554db19b2fcef3659d2f87_121)] [added: Contents](#i4fdbad511df349818d67f496becc5898_124)] | | | | | | [removed: F-[1](#ia6989b481b554db19b2fcef3659d2f87_121)] [added: F-[1](#i4fdbad511df349818d67f496becc5898_124)] | | |

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

| | | | *•* *[Overview](#i4fdbad511df349818d67f496becc5898_16)* | | | [1](#i4fdbad511df349818d67f496becc5898_16) | | |

| | | | *•* *[Competition](#i4fdbad511df349818d67f496becc5898_37)* | | | [15](#i4fdbad511df349818d67f496becc5898_37) | | |

| Item 6. | | | [Reserved](#i4fdbad511df349818d67f496becc5898_73) | | | [87](#i4fdbad511df349818d67f496becc5898_73) | | |

| [Signatures](#i4fdbad511df349818d67f496becc5898_121) | | | | | | S-[1](#i4fdbad511df349818d67f496becc5898_121) | | |

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

| | | | *•* *[Overview](#ia6989b481b554db19b2fcef3659d2f87_16)* | | | [1](#ia6989b481b554db19b2fcef3659d2f87_16) | | |

| | | | *•* *[Competition](#ia6989b481b554db19b2fcef3659d2f87_37)* | | | [23](#ia6989b481b554db19b2fcef3659d2f87_37) | | |

| Item 6. | | | [Selected Financial Data](#ia6989b481b554db19b2fcef3659d2f87_70) | | | [46](#ia6989b481b554db19b2fcef3659d2f87_70) | | |

| [Signatures](#ia6989b481b554db19b2fcef3659d2f87_118) | | | | | | S-[1](#ia6989b481b554db19b2fcef3659d2f87_118) | | |

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

SUMMARY OVERVIEW OF MINING

As used in this Form 10-K Report, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” “inferred mineral resource,” “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” are defined and used in accordance with S-K 1300.

All mineral resources and mineral reserves have been prepared by qualified persons.

Under S-K 1300, mineral resources may not be classified as “mineral reserves” unless the determination has been made by a qualified person that the mineral resources can be the basis of an economically viable project.

Mineral resources are not mineral reserves and do not meet the threshold for mineral reserve modifying factors, such as estimated economic viability, that would allow for conversion to mineral reserves.

There is no certainty that any part of the mineral resources estimated will be converted into mineral reserves.

Except for that portion of mineral resources classified as mineral reserves, mineral resources have not demonstrated economic value.

Inferred mineral resources are estimates based on limited geological evidence and sampling and have too high of a degree of uncertainty to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability.

Estimates of inferred mineral resources may not be converted to a mineral reserve.

It cannot be assumed that all or any part of an inferred mineral resource will be upgraded to a higher category.

A significant amount of exploration must be completed to determine whether an inferred mineral resource may be upgraded to a higher category.

Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be the basis of an economically viable project, or that it will be upgraded to a higher category.

Properties

The subsections below describe the property locations, overviews and mineral resource and mineral reserve estimates.

Our material properties, as determined pursuant to S-K 1300, are Florida Phosphates, Esterhazy, Belle Plaine and Tapira.

Further information about these properties can be found in the technical report summaries (“TRSs” or “TRS”) filed as exhibits to this Form 10-K Report.

Property Locations

Figure 2.1 and 2.2 show the locations of each resource and reserve property:

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

Figure 2.1: North America Resource and Reserve Location Map


[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

Figure 2.2: South America Resource and Reserve Location Map


[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

Property Overview

*Annual Production*

Table 2.1 shows the production tonnage and grade for all phosphate properties for 2021, 2020 and 2019.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Table 2.1 Summary of Production - Phosphate Properties | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| *(in millions of tonnes)* | | | | | | December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Mine Property | | | Annual Operational Capacity (tonnes)(a)(b) | | | 2021 | | | | | | | | | 2020 | | | | | | | | | | | | 2019 | | | | | |

| Production (tonnes) | | | %P2O5(c) | | | | | | | | | Production (tonnes) | | | %P2O5(c) | | | | | | Production (tonnes) | | | %P2O5(c) | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Phosphate (Grade: P2O5)(c) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Florida | | | 14.0 | | | 11.1 | | | 28.0 | | | | | | | | | 12.8 | | | 28.4 | | | | | | 12.2 | | | 28.6 | | |

| Total United States | | | 14.0 | | | 11.1 | | | 28.0 | | | | | | | | | 12.8 | | | 28.4 | | | | | | 12.2 | | | 28.6 | | |

| Miski Mayo (d) | | | 4.0 | | | 4.2 | | | 29.8 | | | | | | | | | 3.3 | | | 29.6 | | | | | | 4.0 | | | 29.6 | | |

Information regarding our plant and properties is included in Part I, Item 1, “Business,” of this report.

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

We have included information about the market price of, dividends on and the number of holders of our common stock under “Quarterly Results (Unaudited)” in the financial information that is incorporated by reference in this report in Part II, Item 8, “Financial Statements and Supplementary [removed: Data.”][added: Data”.]

The principal stock exchange on which our common stock is traded is The New York Stock Exchange under the symbol [removed: "MOS."][added: “MOS”.]

[removed: On May 14, 2015, we announced our 2015] [added: The 2021] Repurchase [removed: Program, which] [added: Program] allows us to repurchase up to [removed: $1.5] [added: $1.0] billion of our Common Stock through open market purchases, accelerated share repurchase arrangements, privately negotiated transactions or otherwise.

The [removed: 2015] [added: 2021] Repurchase Program has no set expiration date.

| Equity compensation plans approved by stockholders | | | | | | 7,403,892 | | | | | | $ | 38.47 | | | | | 9,958,309 | | |

| Total | | | | | | 7,403,892 | | | | | | $ | 38.47 | | | | | 9,958,309 | | |

On August 23, 2021, our Board of Directors authorized the 2021 Repurchase Program, which replaces the previous authorization that had $700 million of the original $1.5 billion remaining.

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

The following table sets forth information with respect to shares of our Common Stock that we purchased under the 2021 Repurchase Program during the quarter ended December 31, 2021:

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | | | | Total number of shares purchased | | | | | | Average price paid per share | | | | | | Total number of shares purchased as part of a publicly announced program | | | | | | Maximum approximate dollar value of shares that may yet be purchased under the program(a) | | |

| Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | | |

| October 1, 2021- October 31, 2021 | | | | | | 326,582 | | | | | | $ | 40.30 | | | | | 326,582 | | | | | | $ | 965,837,597 | |

| November 1, 2021- November 30, 2021 | | | | | | 8,629,670 | | | (b) | | | 36.82 | | | | | | 8,629,670 | | | | | | 648,071,790 | | |

| December 1, 2021- December 31, 2021 | | | | | | 1,614,297 | | | | | | 36.55 | | | | | | 1,614,297 | | | | | | 589,073,883 | | |

| Total | | | | | | 10,570,549 | | | | | | $ | 36.89 | | | | | 10,570,549 | | | | | | $ | 589,073,883 | |

(a) At the end of the month shown.

(b) Includes 8,544,144 shares purchased in an underwritten secondary offering by Vale S.A.

| Equity compensation plans approved by stockholders | | | | | | 8,146,654 | | | | | | $ | 43.89 | | | | | 27,705,727 | | |

| Total | | | | | | 8,146,654 | | | | | | $ | 43.89 | | | | | 27,705,727 | | |

During the quarter ended December 31, 2020, no repurchases were made under this program.

At December 31, 2020, we had approximately $700 million of repurchase authorization remaining under the program.

We have included selected financial data for calendar years 2020, 2019, 2018, 2017, and 2016 under “Five Year Comparison,” in the financial information that is included in this report in Part II, Item 8, “Financial Statements and Supplementary Data.” This information is incorporated herein by reference.

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, [removed: 2020] [added: 2021] 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, [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

The information contained under the headings “Proposal No. [removed: 1—Election] [added: 1–Election] of Directors,” “Corporate [removed: Governance—Committees] [added: Governance–Committees] of the Board of Directors,” and “ Beneficial Ownership of Securities” included in our definitive proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders and the information contained under “Information About our Executive Officers” in Part I, Item 1, “Business,” in this report is incorporated herein by reference.

Our Code of Business Conduct and Ethics is available on Mosaic’s website [removed: (www.mosaicco.com),] [added: (www.mosaicco.com)] and we intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of our code of ethics by posting such information on our website.

“The information required by this item is included in the Company’s 2022 Proxy Statement to be filed with the SEC within 120 days after December 31, 2021 in connection with the solicitation of proxies for the Company’s 2022 annual meeting of stockholders, and is incorporated here by reference.

Add Section 16 heading as we will be reporting late Form 4.

The information under the headings “Director Compensation” and “Executive Compensation” included in our definitive proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders is incorporated herein by reference.

The information under the headings “Beneficial Ownership of Securities” and “Certain Relationships and Related Transactions” included in our definitive proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders is incorporated herein by reference.

The table containing information related to equity compensation [removed: plans,] [added: plans] set forth in Part II, Item [removed: 5,] [added: 5] “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities,”] [added: Securities”] of this report is also incorporated herein by reference.

The information under the headings “Corporate [removed: Governance—Board] [added: Governance–Board] Independence,” “Corporate [removed: Governance—Committees] [added: Governance–Committees] of the Board of Directors,” “Corporate [removed: Governance—Other] [added: Governance–Other] Policies Relating to the Board of [removed: Directors—Policy] [added: Directors–Policy] and Procedures Regarding Transactions with Related Persons,” and “Certain Relationships and Related Transactions” included in our definitive proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders is incorporated herein by reference.

The information included under “Audit Committee Report and Payment of Fees to Independent Registered Public Accounting [removed: Firm—Fees] [added: Firm–Fees] Paid to Independent Registered Public Accounting Firm” and “Audit Committee Report and Payment of Fees to Independent Registered Public Accounting [removed: Firm—Pre-approval] [added: Firm–Pre-approval] of Independent Registered Public Accounting Firm Services” included in our definitive proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders is incorporated herein by reference.

Our independent registered public accounting firm is KPMG LLP, Dallas, TX, Auditor Firm ID: 185.

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

| (a) | | | (1) | | | Consolidated Financial Statements filed as part of this report are listed in the Financial Table of Contents included in this report and incorporated by reference in this report in Part II, Item 8, “Financial Statements and Supplementary [removed: Data.”] [added: Data”.] | | | | | | | | | | | | | | |

| | | | (2) | | | All schedules for which provision is made in the applicable accounting regulations of the SEC are listed in this report in Part II, Item 8, “Financial Statements and Supplementary [removed: Data.”] [added: Data”.] | | | | | | | | | | | | | | |

| 4.i | | | | | | [removed: [Second Amended and Restated Credit] [added: [Credit] Agreement dated as of [removed: November 18, 2016,] [added: August 19, 2021,] among Mosaic, [removed: Wells Fargo Bank, National Association, as administrative agent, U.S.] Bank [removed: National Association,] [added: of America, N.A.,] as [removed: syndication] [added: administrative] agent, [added: Swing Line Lender] and [added: an L/C Issuer, and] the lenders [added: and other L/D Issuers] party [removed: thereto](http://www.sec.gov/Archives/edgar/data/1285785/000124378616000392/exhibit203secondamendedand.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/1285785/000124378621000109/exhibit4i-2021creditagreem.htm)] | | | | | | Exhibit 4.i to Mosaic’s Current Report on Form 8-K dated [removed: November 18, 2016] [added: August 23, 2021] and filed on [removed: November 21, 2016(2)] [added: August 23, 2021(2)] | | | | | | | | |

| 4.iii | | | | | | [Description of [removed: Registrant's] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1285785/000161803420000003/exhibit4iii20191231.htm)['](https://www.sec.gov/Archives/edgar/data/1285785/000161803420000003/exhibit4iii20191231.htm)[s] Common Stock](https://www.sec.gov/Archives/edgar/data/1285785/000161803420000003/exhibit4iii20191231.htm) | | | | | | Exhibit 4.iii to [removed: Mosaic's] [added: Mosaic’s] Annual Report on Form 10-K for the fiscal year ended December 31, 2019 | | | | | | | | |

| 10.iii.a.2(3) | | | | | | [Form of Employee [removed: Non-Qualified] [added: Nonqualified] Stock Option Award Agreement under the Omnibus Incentive Plan, approved July [removed: 30, 2008](http://www.sec.gov/Archives/edgar/data/1285785/000119312508208519/dex10iiia.htm)] [added: 20, 2011](http://www.sec.gov/Archives/edgar/data/1285785/000119312511260021/d237212dex10iiib.htm)] | | | | | | Exhibit [removed: 10.iii.a.] [added: 10.iii.b.] to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended August 31, [removed: 2008(2)] [added: 2011(2)] | | | | | | | | |

| [removed: 10.iii.a.3(3)] [added: 10.iii.k.5(3)] | | | | | | [Form of Employee [removed: Nonqualified Stock Option] [added: TSR Performance Unit] Award Agreement under the [removed: Omnibus] [added: 2014] Incentive Plan, approved [removed: July 20, 2011](http://www.sec.gov/Archives/edgar/data/1285785/000119312511260021/d237212dex10iiib.htm)] [added: March 1, 2017](http://www.sec.gov/Archives/edgar/data/1285785/000161803417000008/exhibit10iiik1_2017331.htm)] | | | | | | Exhibit [removed: 10.iii.b.] [added: 10.iii.k.1] to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended [removed: August] [added: March] 31, [removed: 2011(2)] [added: 2017(2)] | | | | | | | | |

| 10.iii.b(3) | | | | | | [Description of Mosaic Management Incentive [removed: Program](https://www.sec.gov/Archives/edgar/data/1285785/000161803421000003/exhibit10iiib20201231.htm)] [added: Program](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit10iiib20211231.htm)] | | | | | | | | | | | | X | | |

| 10.iii.c.6(3) | | | | | | [Amendment dated December 16, 2020, to the Mosaic Nonqualified Deferred Compensation Plan, as amended and restated effective October 9, 2008](https://www.sec.gov/Archives/edgar/data/1285785/000161803421000003/exhibit10iiic620201231.htm) | | | | | | [added: Exhibit 10.iii.c.6 to Mosaic’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2020] | | | | | | [removed: X] | | |

| 10.iii.g.(3) | | | | | | [Summary of Board of Director Compensation of [removed: Mosaic](https://www.sec.gov/Archives/edgar/data/1285785/000161803420000003/exhibit10iiig20191231.htm)] [added: Mosaic](https://www.sec.gov/Archives/edgar/data/1285785/000161803421000010/exhibit10iiia20210630.htm)] | | | | | | Exhibit 10.iii.g. to [removed: Mosaic's Annual] [added: Mosaic’s Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: fiscal year] [added: Quarterly Period] ended [removed: December 31, 2019] [added: June 30, 2021] | | | | | | | | |

| [removed: 10.iii.k.4(3)] [added: 10.iii.k.6(3)] | | | | | | [Form of Executive TSR Performance Unit Award Agreement under the 2014 Incentive Plan, approved March [removed: 2, 2016](http://www.sec.gov/Archives/edgar/data/1285785/000161803416000030/exhibit10iiib_2016331.htm)] [added: 1, 2017](http://www.sec.gov/Archives/edgar/data/1285785/000161803417000008/exhibit10iiik2_2017331.htm)] | | | | | | Exhibit [removed: 10.iii.b.] [added: 10.iii.k.2] to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, [removed: 2016(2)] [added: 2017(2)] | | | | | | | | |

| [removed: 10.iii.k.5(3)] [added: 10.iii.k.4(3)] | | | | | | [Form of Director Restricted Stock Unit Award Agreement under the 2014 Incentive Plan, approved May 19, 2016](http://www.sec.gov/Archives/edgar/data/1285785/000161803416000036/exhibit10iiikk_2016630.htm) | | | | | | Exhibit 10.iii.kk to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2016(2) | | | | | | | | |

| [removed: 10.iii.k.6(3)] [added: 10.iii.k.10(3)] | | | | | | [Form of [removed: Employee] [added: Executive] TSR [added: Stock Settled] Performance Unit Award Agreement under the 2014 Incentive Plan, approved March [removed: 1, 2017](http://www.sec.gov/Archives/edgar/data/1285785/000161803417000008/exhibit10iiik1_2017331.htm)] [added: 4, 2020](https://www.sec.gov/Archives/edgar/data/1285785/000161803420000007/exhibit10iiib20200331.htm)] | | | | | | Exhibit [removed: 10.iii.k.1] [added: 10.iii.b] to Mosaic’s Quarterly Report on Form [removed: 10-Q] [added: 10-K] for the Quarterly Period ended March 31, [removed: 2017(2)] [added: 2020] | | | | | | | | |

| [removed: 10.iii.k.7(3)] [added: 10.iii.k.11(3)] | | | | | | [Form of Executive TSR [added: Cash Settled] Performance Unit Award Agreement under the 2014 Incentive Plan, approved March [removed: 1, 2017](http://www.sec.gov/Archives/edgar/data/1285785/000161803417000008/exhibit10iiik2_2017331.htm)] [added: 4, 2020](https://www.sec.gov/Archives/edgar/data/1285785/000161803420000007/exhibit10iiic20200331.htm)] | | | | | | Exhibit [removed: 10.iii.k.2] [added: 10.iii.c] to Mosaic’s Quarterly Report on Form [removed: 10-Q] [added: 10-K] for the Quarterly Period ended March 31, [removed: 2017(2)] [added: 2020] | | | | | | | | |

| [removed: 10.iii.k.8(3)] [added: 10.iii.k.7(3)] | | | | | | [Form of Retention Award Agreement under the 2014 Incentive Plan, approved October 31, 2019](http://www.sec.gov/Archives/edgar/data/1285785/000124378619000127/formofretentionaward-e.htm) | | | | | | Exhibit 10.2 to [removed: Mosaic's] [added: Mosaic’s] Current Report on Form 8-K dated October 31, 2019 and filed on November 4, 2019 | | | | | | | | |

| [removed: 10.iii.k.9(3)] [added: 10.iii.k.8(3)] | | | | | | [Form of Executive TSR Cash Settled Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 6, 2019](https://www.sec.gov/Archives/edgar/data/1285785/000161803420000003/exhibit10iiik1120191231.htm) | | | | | | Exhibit 10.iii.k.11 to [removed: Mosaic's] [added: Mosaic’s] Annual Report on Form 10-K for the fiscal year ended December 31, 2019 | | | | | | | | |

| [removed: 10.iii.k.10(3)] [added: 10.iii.k.9(3)] | | | | | | [Form of Restricted Stock Unit Award Agreement under the 2014 Incentive Plan approved March 4, 2020](https://www.sec.gov/Archives/edgar/data/1285785/000161803420000007/exhibit10iiia20200331.htm) | | | | | | Exhibit 10.iii.a to [removed: Mosaic's] [added: Mosaic’s] Quarterly Report on Form 10-K for the Quarterly Period ended March 31, 2020 | | | | | | | | |

| 21 | | | | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1285785/000161803421000003/exhibit21_20201231.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit21_20211231.htm)] | | | | | | | | | | | | X | | |

| [removed: 23] [added: 23.1] | | | | | | [Consent of KPMG LLP, independent registered public accounting firm for [removed: Mosaic](https://www.sec.gov/Archives/edgar/data/1285785/000161803421000003/exhibit23_20201231.htm)] [added: Mosaic](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit23_20211231.htm)] | | | | | | | | | | | | X | | |

| 24 | | | | | | [Power of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/1285785/000161803421000003/exhibit24_20201231.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit24_20211231.htm)] | | | | | | | | | | | | X | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer Required by Rule [removed: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1285785/000161803421000003/exhibit311_20201231.htm)] [added: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit311_20211231.htm)] | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer Required by Rule [removed: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1285785/000161803421000003/exhibit312_20201231.htm)] [added: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit312_20211231.htm)] | | | | | | | | | | | | X | | |

| 32.1 | | | | | | [Certification of Chief Executive Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States [removed: Code](https://www.sec.gov/Archives/edgar/data/1285785/000161803421000003/exhibit321_20201231.htm)] [added: Code](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit321_20211231.htm)] | | | | | | | | | | | | X | | |

| 32.2 | | | | | | [Certification of Chief Financial Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States [removed: Code](https://www.sec.gov/Archives/edgar/data/1285785/000161803421000003/exhibit322_20201231.htm)] [added: Code](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit322_20211231.htm)] | | | | | | | | | | | | X | | |

| 95 | | | | | | [Mine Safety [removed: Disclosures](https://www.sec.gov/Archives/edgar/data/1285785/000161803421000003/exhibit9520201231.htm)] [added: Disclosures](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit9520211231.htm)] | | | | | | | | | | | | X | | |

| (c) | | | Summarized financial information of 50% or less owned persons is included in Note [removed: 9] [added: 8] of Notes to Consolidated Financial Statements. Financial statements and schedules are omitted as none of such persons are significant under the tests specified in Regulation S-X under Article 3.09 of general instructions to the financial statements. | | | | | | | | | | | | | | | | | |

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

| 10.iii.d.2(3) | | | | | | [Form of Non-Competition, Non-Solicitation, Non-Defamation and Confidentiality Agreement effective April 1, 2020](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit10iiid22021-12x31.htm) | | | | | | | | | | | | X | | |

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

| 23.2 | | | | | | [Florida Phosphate Mining Consent of Qualified Persons](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit232-floridaconsen.htm) | | | | | | | | | | | | X | | |

| 23.3 | | | | | | [Belle Plaine Potash Facility Consent of Qualified Persons](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit233-belleplaine.htm) | | | | | | | | | | | | X | | |

| 23.4 | | | | | | [Esterhazy Potash Facility Consent of Qualified Persons](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit234-esterhazycons.htm) | | | | | | | | | | | | X | | |

| 23.5 | | | | | | [Tapira Consent of Qualified Persons](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/mosaic_tapiraxexpert-con.htm) | | | | | | | | | | | | X | | |

| 96.1 | | | | | | [Florida Phosphate Mining Technical Report Summary](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/finalfloridaphosphate202.htm) | | | | | | | | | | | | X | | |

| 96.2 | | | | | | [Esterhazy Potash Facility Technical Report Summary](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/finalesterhazysk1300tech.htm) | | | | | | | | | | | | X | | |

| 96.3 | | | | | | [Belle Plaine Potash Facility Technical Report Summary](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/finalbelleplainesk1300te.htm) | | | | | | | | | | | | X | | |

| | | | | | | | | | | | | | | | | | | | | |

| 96.4 | | | | | | [Tapira Technical Report Summary](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/tapira.htm) | | | | | | | | | | | | X | | |

| | | | | | | | | | | | | | | | | | | | | |

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

| 2.ii | | | | | | [Stock Purchase Agreement dated as of December 19, 2016, among Mosaic, Vale S.A. and Vale Fertilizer Netherlands B.V.](http://www.sec.gov/Archives/edgar/data/1285785/000119312516796869/d311180dex21.htm) (1) | | | | | | Exhibit 2.1 to Mosaic’s Current Report on Form 8-K dated and filed on December 19, 2016(2) | | | | | | | | |

| 2.ii.a | | | | | | [Letter Agreement, dated as of December 28, 2017, by and among Mosaic, Vale S.A. and Vale Fertilizer Netherlands B.V.](http://www.sec.gov/Archives/edgar/data/1285785/000124378618000002/exhibit21-spaamendmentdece.htm)(1) | | | | | | Exhibit 2.1 to Mosaic’s Current Report on Form 8-K dated December 28, 2017 and filed on January 2, 2018(2) | | | | | | | | |

| 2.ii.b | | | | | | [Investor Agreement by and among Mosaic, Vale Fertilizer Netherlands B.V. and Vale S.A.](http://www.sec.gov/Archives/edgar/data/1285785/000124378618000005/exhibit23investoragreement.htm)(1) | | | | | | Exhibit 2.3 to Mosaic’s Current Report on Form 8-K dated January 8, 2018 and filed on January 9, 2018(2) | | | | | | | | |

| 4.i.a | | | | | | [First Amendment to Second Amended and Restated Credit Agreement, Extension Agreement, and Increase Agreement dated as of July 24, 2020, to the Second Amended and Restated Credit Agreement dated as of November 18, 2016, among Mosaic, Wells Fargo Bank, National Association, as administrative agent, U.S. Bank National Association, as syndication agent, and the lenders party thereto](https://www.sec.gov/Archives/edgar/data/1285785/000124378620000102/secondamendedandrestat.htm) | | | | | | Exhibit 10.1 to Mosaic's Current Report on Form 8-K dated July 24, 2020 and filed on July 27, 2020 | | | | | | | | |

| 10.iii.d.2(3) | | | | | | [Form of expatriate agreement dated May 4, 2012 between Mosaic and an executive officer](http://www.sec.gov/Archives/edgar/data/1285785/000161803417000005/exhibit10iiid3_20161231.htm) | | | | | | Exhibit 10.iii.d.3 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016(2) | | | | | | | | |

| 10.iii.k.11(3) | | | | | | [Form of Executive TSR Stock Settled Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 4, 2020](https://www.sec.gov/Archives/edgar/data/1285785/000161803420000007/exhibit10iiib20200331.htm) | | | | | | Exhibit 10.iii.b to Mosaic's Quarterly Report on Form 10-K for the Quarterly Period ended March 31, 2020 | | | | | | | | |

| 10.iii.k.12(3) | | | | | | [Form of Executive TSR Cash Settled Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 4, 2020](https://www.sec.gov/Archives/edgar/data/1285785/000161803420000007/exhibit10iiic20200331.htm) | | | | | | Exhibit 10.iii.c to Mosaic's Quarterly Report on Form 10-K for the Quarterly Period ended March 31, 2020 | | | | | | | | |

Date: February [removed: 22, 2021][added: 23, 2022]

| /s/ James “Joc” C. O’Rourke | | | | | | Chief Executive Officer and President and Director (principal executive officer) | | | | | | February [removed: 22, 2021] [added: 23, 2022] | | |

| /s/ Clint C. Freeland | | | | | | Senior Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) | | | | | | February [removed: 22, 2021] [added: 23, 2022] | | |

| * | | | | | | Chairman of the Board of Directors | | | | | | February [removed: 22, 2021] [added: 23, 2022] | | |

| * | | | | | | Director | | | | | | February [removed: 22, 2021] [added: 23, 2022] | | |

| * | | | | | | Director | | | | | | February [removed: 22, 2021] [added: 23, 2022] | | |

| * | | | | | | Director | | | | | | February [removed: 22, 2021] [added: 23, 2022] | | |

| * | | | | | | Director | | | | | | February [removed: 22, 2021] [added: 23, 2022] | | |

| * | | | | | | Director | | | | | | February [removed: 22, 2021] [added: 23, 2022] | | |

| * | | | | | | Director | | | | | | February [removed: 22, 2021] [added: 23, 2022] | | |

| Emery [removed: N] [added: N.] Koenig | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | February [removed: 22, 2021] [added: 23, 2022] | | |

| * | | | | | | Director | | | | | | February [removed: 22, 2021] [added: 23, 2022] | | |

| * | | | | | | Director | | | | | | February [removed: 22, 2021] [added: 23, 2022] | | |

| * | | | | | | Director | | | | | | February [removed: 22, 2021] [added: 23, 2022] | | |

| [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia6989b481b554db19b2fcef3659d2f87_124)] [added: Operations](#i4fdbad511df349818d67f496becc5898_127)] | | | [removed: F-[2](#ia6989b481b554db19b2fcef3659d2f87_127)] [added: F-[2](#i4fdbad511df349818d67f496becc5898_130)] | | |

| [Key Factors that can Affect Results of Operations and Financial [removed: Condition](#ia6989b481b554db19b2fcef3659d2f87_130)] [added: Condition](#i4fdbad511df349818d67f496becc5898_133)] | | | [removed: F-[2](#ia6989b481b554db19b2fcef3659d2f87_130)] [added: F-[2](#i4fdbad511df349818d67f496becc5898_133)] | | |

| [Corporate, Elimination and [removed: Other](#ia6989b481b554db19b2fcef3659d2f87_148)] [added: Other](#i4fdbad511df349818d67f496becc5898_151)] | | | [removed: F-[13](#ia6989b481b554db19b2fcef3659d2f87_148)] [added: F-[13](#i4fdbad511df349818d67f496becc5898_151)] | | |

| [Other Income Statement [removed: Items](#ia6989b481b554db19b2fcef3659d2f87_151)] [added: Items](#i4fdbad511df349818d67f496becc5898_154)] | | | [removed: F-[14](#ia6989b481b554db19b2fcef3659d2f87_151)] [added: F-[14](#i4fdbad511df349818d67f496becc5898_154)] | | |

| [Impairment, Restructuring and [removed: Other](#ia6989b481b554db19b2fcef3659d2f87_157)] [added: Other](#i4fdbad511df349818d67f496becc5898_160)] | | | [removed: F-[14](#ia6989b481b554db19b2fcef3659d2f87_157)] [added: F-[14](#i4fdbad511df349818d67f496becc5898_160)] | | |

| [Selling, General and Administrative [removed: Expenses](#ia6989b481b554db19b2fcef3659d2f87_154)] [added: Expenses](#i4fdbad511df349818d67f496becc5898_157)] | | | [removed: F-[14](#ia6989b481b554db19b2fcef3659d2f87_154)] [added: F-[14](#i4fdbad511df349818d67f496becc5898_157)] | | |

| [Other Operating [removed: Expenses](#ia6989b481b554db19b2fcef3659d2f87_160)] [added: Expenses](#i4fdbad511df349818d67f496becc5898_163)] | | | [removed: F-[14](#ia6989b481b554db19b2fcef3659d2f87_160)] [added: F-[14](#i4fdbad511df349818d67f496becc5898_163)] | | |

| [Interest Expense, [removed: Net](#ia6989b481b554db19b2fcef3659d2f87_163)] [added: Net](#i4fdbad511df349818d67f496becc5898_166)] | | | [removed: F-[14](#ia6989b481b554db19b2fcef3659d2f87_163)] [added: F-[14](#i4fdbad511df349818d67f496becc5898_166)] | | |

| [Foreign Currency Transaction Gain [removed: (Loss)](#ia6989b481b554db19b2fcef3659d2f87_166)] [added: (Loss)](#i4fdbad511df349818d67f496becc5898_169)] | | | [removed: F-[14](#ia6989b481b554db19b2fcef3659d2f87_166)] [added: F-[14](#i4fdbad511df349818d67f496becc5898_169)] | | |

| [Other [removed: Income/Expense](#ia6989b481b554db19b2fcef3659d2f87_169)] [added: Income/Expense](#i4fdbad511df349818d67f496becc5898_172)] | | | [removed: F-[15](#ia6989b481b554db19b2fcef3659d2f87_169)] [added: F-[15](#i4fdbad511df349818d67f496becc5898_172)] | | |

[removed: | [Equity] [added: Equity] in Net [removed: (Loss)] Earnings [added: (Loss)] of Nonconsolidated [removed: Companies](#ia6989b481b554db19b2fcef3659d2f87_172) | | | F-[15](#ia6989b481b554db19b2fcef3659d2f87_172) | | |][added: Companies]

| [Provision for (Benefit from) Income [removed: Taxes](#ia6989b481b554db19b2fcef3659d2f87_175)] [added: Taxes](#i4fdbad511df349818d67f496becc5898_178)] | | | [removed: F-[15](#ia6989b481b554db19b2fcef3659d2f87_175)] [added: F-[15](#i4fdbad511df349818d67f496becc5898_178)] | | |

| [Critical Accounting [removed: Estimates](#ia6989b481b554db19b2fcef3659d2f87_181)] [added: Estimates](#i4fdbad511df349818d67f496becc5898_184)] | | | [removed: F-[15](#ia6989b481b554db19b2fcef3659d2f87_181)] [added: F-[15](#i4fdbad511df349818d67f496becc5898_184)] | | |

| [Liquidity and Capital [removed: Resources](#ia6989b481b554db19b2fcef3659d2f87_184)] [added: Resources](#i4fdbad511df349818d67f496becc5898_187)] | | | [removed: F-[17](#ia6989b481b554db19b2fcef3659d2f87_184)] [added: F-[17](#i4fdbad511df349818d67f496becc5898_187)] | | |

| [Off-Balance Sheet Arrangements and [removed: Obligations](#ia6989b481b554db19b2fcef3659d2f87_187)] [added: Obligations](#i4fdbad511df349818d67f496becc5898_190)] | | | [removed: F-[19](#ia6989b481b554db19b2fcef3659d2f87_187)] [added: F-[20](#i4fdbad511df349818d67f496becc5898_190)] | | |

| [Environmental, Health, Safety and Security [removed: Matters](#ia6989b481b554db19b2fcef3659d2f87_193)] [added: Matters](#i4fdbad511df349818d67f496becc5898_196)] | | | [removed: F-[25](#ia6989b481b554db19b2fcef3659d2f87_193)] [added: F-[24](#i4fdbad511df349818d67f496becc5898_196)] | | |

| [Recently Issued Accounting [removed: Guidance](#ia6989b481b554db19b2fcef3659d2f87_202)] [added: Guidance](#i4fdbad511df349818d67f496becc5898_205)] | | | [removed: F-[32](#ia6989b481b554db19b2fcef3659d2f87_202)] [added: F-[30](#i4fdbad511df349818d67f496becc5898_205)] | | |

| [Forward-Looking [removed: Statements](#ia6989b481b554db19b2fcef3659d2f87_205)] [added: Statements](#i4fdbad511df349818d67f496becc5898_208)] | | | [removed: F-[32](#ia6989b481b554db19b2fcef3659d2f87_205)] [added: F-[30](#i4fdbad511df349818d67f496becc5898_208)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#ia6989b481b554db19b2fcef3659d2f87_208)] [added: Firm](#i4fdbad511df349818d67f496becc5898_211)] | | | [removed: F-[35](#ia6989b481b554db19b2fcef3659d2f87_208)] [added: F-[34](#i4fdbad511df349818d67f496becc5898_211)] | | |

| [Consolidated Statements of Earnings [removed: (Loss)](#ia6989b481b554db19b2fcef3659d2f87_214)] [added: (Loss)](#i4fdbad511df349818d67f496becc5898_217)] | | | [removed: F-[39](#ia6989b481b554db19b2fcef3659d2f87_214)] [added: F-[37](#i4fdbad511df349818d67f496becc5898_217)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#ia6989b481b554db19b2fcef3659d2f87_217)] [added: (Loss)](#i4fdbad511df349818d67f496becc5898_220)] | | | [removed: F-[40](#ia6989b481b554db19b2fcef3659d2f87_217)] [added: F-[38](#i4fdbad511df349818d67f496becc5898_220)] | | |

| [Consolidated Balance [removed: Sheets](#ia6989b481b554db19b2fcef3659d2f87_220)] [added: Sheets](#i4fdbad511df349818d67f496becc5898_223)] | | | [removed: F-[41](#ia6989b481b554db19b2fcef3659d2f87_220)] [added: F-[39](#i4fdbad511df349818d67f496becc5898_223)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ia6989b481b554db19b2fcef3659d2f87_226)] [added: Flows](#i4fdbad511df349818d67f496becc5898_229)] | | | [removed: F-[42](#ia6989b481b554db19b2fcef3659d2f87_226)] [added: F-[40](#i4fdbad511df349818d67f496becc5898_229)] | | |

| [Consolidated Statements of [removed: Equity](#ia6989b481b554db19b2fcef3659d2f87_229)] [added: Equity](#i4fdbad511df349818d67f496becc5898_232)] | | | [removed: F-[44](#ia6989b481b554db19b2fcef3659d2f87_229)] [added: F-[42](#i4fdbad511df349818d67f496becc5898_232)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ia6989b481b554db19b2fcef3659d2f87_235)] [added: Statements](#i4fdbad511df349818d67f496becc5898_238)] | | | [removed: F-[45](#ia6989b481b554db19b2fcef3659d2f87_235)] [added: F-[43](#i4fdbad511df349818d67f496becc5898_238)] | | |

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

| [Introduction](#i4fdbad511df349818d67f496becc5898_130) | | | F-[2](#i4fdbad511df349818d67f496becc5898_130) | | |

| [Results of Operations](#i4fdbad511df349818d67f496becc5898_136) | | | F-[4](#i4fdbad511df349818d67f496becc5898_136) | | |

| [Overview](#i4fdbad511df349818d67f496becc5898_139) | | | F-[5](#i4fdbad511df349818d67f496becc5898_139) | | |

| [Phosphates](#i4fdbad511df349818d67f496becc5898_142) | | | F-[9](#i4fdbad511df349818d67f496becc5898_142) | | |

| [Potash](#i4fdbad511df349818d67f496becc5898_145) | | | F-[11](#i4fdbad511df349818d67f496becc5898_145) | | |

| [Mosaic Fertilizantes](#i4fdbad511df349818d67f496becc5898_148) | | | F-[12](#i4fdbad511df349818d67f496becc5898_148) | | |

| [Market Risk](#i4fdbad511df349818d67f496becc5898_193) | | | F-[22](#i4fdbad511df349818d67f496becc5898_193) | | |

| [Contingencies](#i4fdbad511df349818d67f496becc5898_199) | | | F-[30](#i4fdbad511df349818d67f496becc5898_199) | | |

| [Related Parties](#i4fdbad511df349818d67f496becc5898_202) | | | F-[30](#i4fdbad511df349818d67f496becc5898_202) | | |

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

We have a 75% economic interest in the Miski Mayo Phosphate Mine (“Miski Mayo Mine”) in Peru.

The mix

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

During 2021, the contract has provided an advantage over pricing in the spot market.

In the past, we have also incurred operating costs to manage salt saturated brine inflows at our Esterhazy, Saskatchewan K1 and K2 mine shafts which we closed in June 2021 due to an acceleration of brine inflows.

Mining has now transitioned to the K3 mine shaft which is expected to be in full production in the first quarter of 2022.

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

- Expense related to the closure of our K1 and K2 mine shafts at our Esterhazy, Saskatchewan potash mine of $158 million, or $(0.30) per diluted share

- Other operating expenses of $50 million, or $(0.10) per diluted share, related to maintaining closed and indefinitely idled facilities

- Expense related to the impact of Hurricane Ida on our Louisiana operations of $27 million, or $(0.05) per diluted share

- Other operating income of $20 million, or $0.04 per diluted share, related to the sale of our warehouse in Houston, Texas

- Functional currency impact in cost of goods sold of $20 million, or $0.04 per diluted share

- Other operating income of $13 million, or $0.02 per share, related to a decrease in reserves for legal contingencies that were part of our acquisition (the “Acquisition”) of Vale Fertilizantes S.A. (now known as Mosaic Fetilizantes P&K S.A. or the “Acquired Business”)

Net earnings for 2020 included the following notable items that positively impacted net earnings by $341 million, net of tax, or $0.88 per diluted share:

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

After reaching a low in the first quarter of 2020, sales prices continued to rise in 2021, driven by tightness in global supply and demand, strong farmer economics and improved grain prices, and continue to remain strong into the first quarter of 2022.

Operating results in 2021 were unfavorably impacted by lower finished product sales volumes, and higher raw material costs, primarily sulfur and ammonia.

The purchase prices of these raw materials are driven by global supply and demand.

In addition, during the first half of 2021, availability of molten sulfur was impacted by refinery closures in 2020 and 2021, due to lower fuel demand and extreme cold weather in the first quarter of 2021 in the southern U.S., where several refineries are located.

The low sulfur availability constrained our production in the first half of 2021.

Operating results in 2021 were also unfavorably impacted by higher idle plant and maintenance turnaround costs compared to the prior year, mainly driven by the impacts of Hurricane Ida on our Louisiana operations.

Potash operating results were favorably impacted in our Potash segment in 2021 by higher average sales prices compared to the prior year.

Prices began to strengthen in North America and Brazil in the fourth quarter of 2020, due to increased demand, tight supply and improved farmer economics.

Prices continued to increase through the end of 2021 and into the first quarter of 2022.

The global potash market is expected to remain tight throughout 2022 given recent sanctions against Belarus which could impact global supply.

Operating results in 2021 were unfavorably impacted by lower sales volumes caused by decreased production volumes associated with the closure of our K1 and K2 mine shafts at our Esterhazy, Saskatchewan potash mine.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| | | | | | | | | | | | | | | |

| Nancy E. Cooper | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | February 22, 2021 | | |

| [Introduction](#ia6989b481b554db19b2fcef3659d2f87_127) | | | F-[2](#ia6989b481b554db19b2fcef3659d2f87_127) | | |

| [Results of Operations](#ia6989b481b554db19b2fcef3659d2f87_133) | | | F-[4](#ia6989b481b554db19b2fcef3659d2f87_133) | | |

| [Overview](#ia6989b481b554db19b2fcef3659d2f87_136) | | | F-[5](#ia6989b481b554db19b2fcef3659d2f87_136) | | |

| [Phosphates](#ia6989b481b554db19b2fcef3659d2f87_139) | | | F-[9](#ia6989b481b554db19b2fcef3659d2f87_139) | | |

| [Potash](#ia6989b481b554db19b2fcef3659d2f87_142) | | | F-[11](#ia6989b481b554db19b2fcef3659d2f87_142) | | |

| [Mosaic Fertilizantes](#ia6989b481b554db19b2fcef3659d2f87_145) | | | F-[12](#ia6989b481b554db19b2fcef3659d2f87_145) | | |

| [Market Risk](#ia6989b481b554db19b2fcef3659d2f87_190) | | | F-[22](#ia6989b481b554db19b2fcef3659d2f87_190) | | |

| [Contingencies](#ia6989b481b554db19b2fcef3659d2f87_196) | | | F-[32](#ia6989b481b554db19b2fcef3659d2f87_196) | | |

| [Related Parties](#ia6989b481b554db19b2fcef3659d2f87_199) | | | F-[32](#ia6989b481b554db19b2fcef3659d2f87_199) | | |

| [Quarterly Results (Unaudited)](#ia6989b481b554db19b2fcef3659d2f87_337) | | | F-[92](#ia6989b481b554db19b2fcef3659d2f87_337) | | |

| [Five Year Comparison](#ia6989b481b554db19b2fcef3659d2f87_340) | | | F-[93](#ia6989b481b554db19b2fcef3659d2f87_340) | | |

| [Schedule II - Valuation and Qualifying Accounts](#ia6989b481b554db19b2fcef3659d2f87_343) | | | F-[95](#ia6989b481b554db19b2fcef3659d2f87_343) | | |

On January 8, 2018, we completed our acquisition (the “Acquisition”) of Vale Fertilizantes S.A. (now known as Mosaic Fertilizantes P&K S.A. or the “Acquired Business”).

Upon completion of the Acquisition, we became the leading fertilizer producer and distributor in Brazil.

As part of the Acquisition, we acquired an additional 40% economic interest in the Miski Mayo Phosphate Mine in Peru, which increased our aggregate interest to 75%.

As of January 1, 2019, certain selling, general and administrative costs that are not controllable by the business segments are no longer allocated to segments and are included within Corporate, Eliminations and Other.

Our operating results for the year ended 2018 were recast to reflect this change.

The profitability of

Production mining activities at the K3 shaft at our Esterhazy mine began in December 2018 with six four-rotor miners being commissioned and operational in 2020.

K3 is expected to reach full capacity in 2022.

As production continues to ramp up at the K3 shaft, this will provide us the opportunity to eliminate future brine inflow management costs.

Net earnings (loss) for 2019 included:

- Goodwill impairment write-off of $589 million, or $(1.34) per diluted share.

There was a discrete income tax benefit of $80 million associated with this

- Expenses of $530 million, or $(0.71) per diluted share related to the indefinite idling of our Colonsay, Saskatchewan mine.

There was a discrete income tax benefit of $263 million related to this action

- Plant City closing costs of $341 million, or $(0.67) per diluted share.

There was a discrete income tax benefit of $81 million associated with this action

- Other operating expenses of $31 million, or $(0.03) per diluted share, related to an increase in reserves for legal contingencies of the Acquired Business

- Expenses of $23 million, or $(0.04) per diluted share, related to repairing the lateral movement at the Gypstack at our Uncle Sam facility in Louisiana

- Other operating expenses of $21 million, or $(0.04) per diluted share, related to the Acquisition and fixed asset write-offs, partially offset by income of $12 million, or $0.03 per diluted share, related to the reversal of our previously estimated and accrued earn-out obligation to Vale

- Expense of $14 million, or $(0.01) per share, related to the write-down of phosphate finished goods inventory to market value

- Other operating income of $8 million, or $0.02 per diluted share, related to insurance proceeds for the 2017 flooding at the Miski Mayo mine

- We continue to transform our cost structure.