Mosaic (MOS) 10-K risk factor changes: FY2022 vs FY2021

[removed: 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.

[removed: An increase in severity to our employees, customers, vendors or supply chain or governmental mandates,] [added: Environmental justice considerations] could have a material adverse effect on our business, financial condition [removed: and/or] [added: or] results of [removed: operations.][added: operations.]

Other [removed: cascading] effects of the Covid-19 pandemic that are not currently foreseeable could materially increase our costs, negatively impact our revenue and/or adversely impact our results of operations and liquidity, possibly to a significant degree.

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

- weather and field conditions (particularly during periods of traditionally high crop nutrients [removed: consumption);][added: application);]

International market [removed: conditions,] [added: conditions and the success of our countervailing duty petitions,] which are also outside of our control, may also significantly influence our operating results.

The international market for crop nutrients is influenced by such factors as the relative value of the U.S. dollar and its impact upon the cost of importing crop nutrients, foreign agricultural policies, including subsidy policies, the existence of, or changes in, import or foreign currency exchange barriers in certain foreign markets, changes in the hard currency demands of certain countries and other regulatory policies of foreign governments, as well as the laws and policies of the [removed: United States] [added: U.S.] affecting foreign trade and investment, including use of tariffs.

During the first quarter of 2021, the DOC made final affirmative determinations that countervailable subsidies were being provided by [removed: those] [added: the Russian and Moroccan] 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, we and/or our customers generally build inventories during the low demand periods of the year in order to [removed: ensure] [added: provide] timely product availability during the peak sales seasons.

If seasonal demand is less than we expect, we will [removed: be left with] [added: have] excess inventory and higher working capital and liquidity requirements.

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; civil unrest; deliberate, malicious acts, including acts of 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 [removed: Esterhazy, 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 [removed: the United States] [added: North America] could have a material adverse impact on our business, financial condition or operating results.

[removed: Important raw materials] [added: Key inputs for the production of our finished goods, including fertilizer, sulfur] and [added: ammonia, and] energy used in our businesses in the past have been and may in the future be the subject of volatile [removed: pricing.][added: pricing and availability.]

Changes in the price [added: or availability] of [removed: our raw materials] [added: these key inputs for production of finished goods] have had, and could again have, a material adverse impact on our businesses.

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

A significant increase in the price of [added: fertilizer,] natural gas, ammonia, sulfur or energy costs that is not recovered through an increase in the price of our related crop nutrients products could have a material adverse impact on our business.

In addition, under [removed: our long-term CF Ammonia Supply Agreement,] [added: an ammonia supply agreement with CF,] we have agreed to purchase approximately 545,000 to 725,000 tonnes of ammonia per year [removed: 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 [added: 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 [removed: United States] [added: U.S.] to our stockholders, or to utilize cash generated by our operations in one country to fund our operations or repayments of indebtedness in another country or to support other corporate purposes.

[added: For 2022, we derived approximately 75% of our net sales from customers located outside of the U.S.] As a result, we are subject to numerous risks and uncertainties relating to international sales and operations, including:

The occurrence of any of the above in the countries in which we operate or elsewhere could jeopardize or affect our ability to transact business there and could adversely affect our revenues and operating results and the value of our assets located outside of the [removed: United States.][added: U.S.]

- distribute cash generated by our operations outside the [removed: United States] [added: U.S.] to our stockholders; or

We are a global business with substantial assets located outside of the [removed: United States] [added: U.S.] and Canada.

Our operations in Brazil, China, India and Paraguay are [removed: a] fundamental [removed: part of] [added: to] our business.

We have a majority interest in the joint venture entity operating the Miski Mayo Mine [removed: in Peru] that supplies phosphate rock to us.

As a result, there is potential for active protests against natural resource [added: extraction] companies.

Additionally, water treatment costs [removed: due to high water balances,] tend to increase significantly following excess rainfall from hurricanes or other adverse weather.

In addition to the FDEP, the [removed: USEPA] [added: U.S. Environmental Protection Agency (“EPA”)] and the [removed: LDEQ] [added: Louisiana Department of Environmental Quality (“LDEQ”)] also have similar requirements for water management objectives as outlined in our [removed: RCRC] [added: U.S. Resource Conservation and Recovery Act (“RCRA”)] CD’s.

In the second half of 2021, we experienced production impacts related to Hurricane [removed: Ida.][added: Ida on our Louisiana operations.]

The success of MWSPC will depend on, among other matters, the [removed: completion of development and full commencement of operations of production facilities in the Kingdom of Saudi Arabia, the future success of current plans for completion of the development and for the operation of MWSPC, including the] availability and affordability of necessary resources and materials and access to appropriate infrastructure, [added: availability] and [removed: any future changes in those plans,] [added: affordability of transportation, operational decisions of MWSPC management, ability to operate without material disruption to the facilities,] as well as the general economic and political stability of the region.

[removed: We expect that the] [added: The] operations and results of MWSPC will be, and the operations or results of some of the other companies are, significant to us, and their operations can affect our earnings.

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

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

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

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

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 Analysis in this Form 10-K [removed: report] and the Esterhazy closure costs in Note [removed: 25] [added: 26] of this [removed: report,] [added: Form 10-K,] which sections are incorporated herein by reference, for a discussion of costs, risks and other information relating to the brine inflows.

- We also use or produce other hazardous [removed: or volatile] chemicals at some of our facilities.

If our safety procedures are not effective, an accident involving these other hazardous [removed: or volatile] chemicals could result in serious injuries or death, or result in the shutdown of our facilities.

We use sulfuric acid in the production of concentrated phosphates in our Florida and Louisiana [removed: U.S.] operations and our Brazil operations.

We also use or produce other hazardous [removed: or volatile] chemicals at some of our facilities.

Our businesses have been impacted by short-term labor shortages due to illness and transportation issues such

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Unfavorable worldwide economic and market conditions could adversely affect our business, financial condition or operating results.

Economic and market conditions, including inflation, supply chain challenges, high interest rates and foreign exchange volatility, have and may continue to have an impact on our business.

Our production costs have also increased due to higher prices for raw materials, including purchased nitrogen, sulfur and ammonia, as well as supply chain challenges, including increased costs and delays caused by transportation and labor shortages.

These adverse economic events have adversely affected, and may continue to adversely affect our operating results.

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Esterhazy, 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.

Fertilizer is a key input for production of our finished goods.

For example, the ongoing conflict between Russia and Ukraine and the related sanctions have led, and may continue to lead, to disruption and instability in global markets, supply chains and volatile pricing and availability of these key inputs and raw materials.

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

The contract allows for either party to exercise rights on certain dates through 2032 that can result in changes to terms and conditions.

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We also experienced down time and delayed shipments caused by impacts from Hurricane Ian which occurred at the end of the third quarter in 2022.

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K1/K2 underground inflow region) are also subject to risks from the inflow of water as a result of our underground shaft mining operations.

Accidents at any of our ammonia facilities could result in serious injury or death and could adversely impact our operations.

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Our operations are dependent on having the required permits and approvals from governmental authorities.

Denial or delay by a government agency in issuing any of our permits and approvals or imposition of restrictive conditions on us with respect to these permits and approvals may impair our business and operations.

For example, In Florida, local community involvement has become an increasingly important factor in the permitting process for mining companies, and various counties and other parties in Florida have in the past filed and continue to file lawsuits challenging the issuance or renewal of some of the permits we require.

These actions can significantly delay issuance of the permits we need to operate or expand operations.

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

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

If such conditions are found, they might result in a permit denial, or restrictive or cost prohibitive conditions imposed on our operations and may impair our business and operations and could have a material adverse effect on our business, financial condition or results of operations.

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In January 2021, the U.S. rejoined.

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

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and beyond.

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As part of government mandates, our Patrocinio operations in Brazil and Miski Mayo operations in Peru were temporarily suspended at the onset of the pandemic, but have since resumed 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 variants and the cost, time and actions taken to contain its impact.

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

For 2021, we derived approximately 68% of our net sales from customers located outside of the United States.

Any disruption may decrease our

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

These effects could be material.

In addition, we could negotiate a consent agreement that establishes a different form of financial assurance.

facilities, increase our energy, raw material and transportation costs or limit their availability, or otherwise adversely affect our results of operations, liquidity or capital resources, and these effects could be material to us.

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

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

phosphogypsum stacks in the United States.

To the extent other

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

We are [added: typically] one of the [added: top] four [removed: largest] [added: global] potash producers in the world.

Our [removed: distribution] operations serve the top four nutrient-consuming countries in the world: China, India, [removed: the United States] [added: U.S.] and Brazil.

We conduct our business through [removed: wholly] [added: wholly-] and majority-owned subsidiaries as well as businesses in which we own less than a majority or a non-controlling interest.

The following charts show the respective contributions to [removed: 2021] [added: 2022] sales volumes, net sales and gross margin for each of our business segments in effect at December 31, [removed: 2021:][added: 2022:]

[removed: ][added: ]

We also account for approximately [removed: 12%] [added: 14%] of estimated global annual potash production.

We account for approximately [removed: 70%] [added: 69%] of estimated North American annual production of concentrated phosphate crop nutrients.

We account for approximately [removed: 33%] [added: 35%] of estimated North American annual potash production.

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

We account for approximately [removed: 65%] [added: 72%] of estimated annual production of concentrated phosphate crop nutrients in Brazil and [removed: 100%] [added: 93%] of estimated annual potash production in Brazil.

Business Developments during [removed: 2021][added: 2022]

- In [removed: August 2021] [added: November 2022,] we [removed: prepaid] [added: paid] the outstanding balance of [removed: $450] [added: $550] million on our [removed: 3.75%] [added: 3.25%] senior notes, due November 15, [removed: 2021,] [added: 2022,] without premium or penalty.

- In the [removed: fourth] [added: first] quarter of [removed: 2021,] [added: 2022,] our Board of Directors approved a [removed: 50%] [added: regular dividend] increase [removed: in our annual dividend,] to [removed: $0.45] [added: $0.60] per [removed: share,] [added: share annually from $0.45,] beginning [removed: in] [added: with the second quarter of] 2022.

[removed: Following] [added: *•*In] the [removed: completion] [added: first quarter] of [removed: the current authorization,] [added: 2022,] our Board of Directors [removed: has] approved the establishment of a new [removed: $1] [added: $1.0] billion share repurchase authorization, which [removed: will go into effect following completion] [added: was completed in the second quarter] of [removed: this ASR.][added: 2022.]

We have included additional information about these and other developments in our business during [removed: 2021] [added: 2022] in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“Management’s Analysis”) and in the Notes to Consolidated Financial Statements.

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

Information concerning our mining properties in this [added: Annual Report on] Form 10-K has been prepared in accordance with [removed: these requirements.][added: Subpart 1300 of Regulation S-K (“S-K 1300”).]

[removed: 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 [removed: year] [added: year,] both in the aggregate and for each of our individually material mining properties.

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

The following map shows the locations of each of our phosphate concentrates plants in the [removed: United States] [added: U.S.] and each of our active, temporarily idled, and planned phosphate mine locations, including beneficiation plants, in Florida.

The reserves associated with our [removed: Ona] [added: Ona, Florida] location have been allocated to other active mines based on our future mining plans:

[removed: ][added: ]

Our U.S. [removed: phosphates] [added: Phosphate] 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 60% of North American annual capacity.

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

Our U.S. P2O5 production totaled approximately [removed: 3.4] [added: 3.0] million tonnes during [removed: 2021.][added: 2022.]

Our U.S. operations account for approximately 7% of estimated global annual production and [removed: 51%] [added: 50%] of estimated North American annual output.

- Diammonium Phosphate [removed: (18-46-0)] [added: (18-46-0):] Diammonium Phosphate (“DAP”) is the most widely used high-analysis phosphate crop nutrient worldwide.

- Monoammonium Phosphate [removed: (11-52-0)] [added: (11-52-0):] Monoammonium Phosphate (“MAP”) is the second most widely used high-analysis phosphate crop nutrient and the fastest growing phosphate product worldwide.

Annual capacity by plant as of December 31, [removed: 2021] [added: 2022] and production volumes by plant for [removed: 2021] [added: 2022] are listed below:

| Bartow | | | | | | 1.1 | | | | | | [removed: 1.0] [added: 0.8] | | | | | | 2.5 | | | | | | [removed: 2.2] [added: 1.8] | | |

| New Wales | | | | | | 1.7 | | | | | | [removed: 1.2] [added: 1.1] | | | | | | 4.0 | | | | | | [removed: 2.6] [added: 2.5] | | |

| Riverview | | | | | | 0.9 | | | | | | [removed: 0.8] [added: 0.6] | | | | | | 1.8 | | | | | | [removed: 1.6] [added: 1.3] | | |

| [removed: Faustina(d)] [added: Faustina] | | | | | | — | | | | | | — | | | | | | 1.6 | | | | | | [removed: 0.9] [added: 1.1] | | |

| Uncle [removed: Sam(d)] [added: Sam] | | | | | | 0.8 | | | | | | [removed: 0.4] [added: 0.5] | | | | | | — | | | | | | — | | |

| Total | | | | | | 4.5 | | | | | | [removed: 3.4] [added: 3.0] | | | | | | 9.9 | | | | | | [removed: 7.3] [added: 6.7] | | |

We produced approximately [removed: 6.9] [added: 6.3] million tonnes of concentrated phosphate crop nutrients during [removed: 2021] [added: 2022] and accounted for approximately [removed: 70%] [added: 69%] of estimated North American annual production.

Our Florida phosphate rock mines produced approximately [removed: 12.2] [added: 10.5] million tonnes in [removed: 2021] [added: 2022] and accounted for approximately [removed: 51%] [added: 47%] of estimated North American annual production.

Additionally, we own 75% of the Miski Mayo [removed: Mine in Peru,] [added: Mine,] which has an annual capacity of 4.0 million tonnes.

All of our [removed: wholly owned] [added: wholly-owned] phosphate mines and related mining operations in North America are located in central Florida.

During [removed: 2021,] [added: 2022,] we operated three active mines in Florida: Four Corners, South Fort Meade and Wingate.

In 2022, we were the second-largest producer, with our position lifted by reduced production in Belarus and Russia.

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Our Board of Directors authorized an additional $2.0 billion share repurchase program in the third quarter of 2022.

- During 2022, we repurchased 30,810,173 shares of Common Stock in the open market for approximately $1.7 billion.

This includes 7,056,229 shares we purchased under an accelerated share repurchase agreement in 2022.

In the fourth quarter of 2022, our Board of Directors increased the dividend to $0.80 per share annually, beginning with the dividend declared on December 16, 2022.

On January 12, 2023, we completed the sale of the Streamsong Resort® (the “Resort”) and approximately 7,000 acres of land on which it sits for a purchase price of $160 million.

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

Subsequent to year end, our Board of Directors approved an accelerated share repurchase (“ASR”) of $300 million which is expected to be initiated in the first quarter of 2023.

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

In addition, we measure natural gas, a raw material

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| | | | | | | 3.7 | | | | | | 2.5 | | | | | | 8.3 | | | | | | 5.6 | | |

| | | | | | | 0.8 | | | | | | 0.5 | | | | | | 1.6 | | | | | | 1.1 | | |

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Under the CF Ammonia Supply Agreement, we purchased 580,000 metric tonnes in 2022.

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

We are confident that we will continue to have adequate sources of supply for ammonia at competitive pricing, including from CF.

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

On January 12, 2023, we completed the sale of the Resort and approximately 7,000 acres of land on which it sits to Lone Windmill LLC, a subsidiary of Kemper Sports Management LLC, for a purchase price of $160 million.

See Note 27, Subsequent Events, in the accompanying consolidated financial statements for further information.

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In 2022, the decommissioning of the K1 and K2 shafts at our Esterhazy, Saskatchewan mine was completed after their shutdown in the second quarter of 2021.

Capacity and production from these shafts was replaced by the K3 expansion.

In the third quarter of 2021, we restarted the Colonsay, Saskatchewan mine to meet market demand for potash.

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Our Colonsay mine operates as a swing mine to meet market demands.

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San Juan Basin market pricing reference.

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| Uberaba | | | | | | 0.9 | | | | | | 0.9 | | | | | | 2.0 | | | 1.7 | | |

| Araxá | | | | | | — | | | | | | — | | | | | | 1.1 | | | 0.9 | | |

| Total | | | | | | 1.1 | | | | | | 1.0 | | | | | | 4.0 | | | 3.2 | | |

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In 2022, we sold our warehouse facility in Savage, Minnesota.

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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.

*•*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 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 phosphate fertilizers from Morocco and Russia.

The purpose of the petitions 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.

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.

- In response to Covid-19, we continued to implement measures in 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.

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.

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.

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.

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

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.

On June 18, 2019, we permanently closed our Plant City, Florida production facility.

On September 24, 2019, Mosaic entered into a long-term lease agreement with Anuvia Plant Nutrition to lease certain assets at that location.

| | | | | | | 3.7 | | | | | | 3.0 | | | | | | 8.3 | | | | | | 6.4 | | |

| | | | | | | 0.8 | | | | | | 0.4 | | | | | | 1.6 | | | | | | 0.9 | | |

(d)Our Louisiana facilities experienced lower production as a result of downtime from sulfur supply constraints and damage from Hurricane Ida.

Our cash investment in the Project was $770 million at December 31, 2021.

Our obligation to contribute additional equity was eliminated as part of the Project debt refinancing in 2020.

In addition, we own a 50% equity interest in Gulf Sulphur Services Ltd., LLLP (“Gulf Sulphur Services”), which is operated by our joint venture partner.

We have included information about legal and environmental proceedings in Note [removed: 22] [added: 23] 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: 22] [added: 23] of our Consolidated Financial Statements included in this [removed: report:][added: Form 10-K:]

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

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 [removed: other/Russian] [added: other Russian] producers.

Idling [removed: of the South Pasture Mine beneficiation] [added: that] plant [removed: in September 2018] resulted in no tailings sand being produced by the processing of phosphate matrix.

As a result, there was no tailings sand available for use in [removed: sand] backfilling reclamation at the South Pasture Mine, and specifically, the two reclamation units identified in the county’s January [removed: 8th] [added: 8, 2020] NOV.

At that hearing, the BOCC voted unanimously to issue a waiver of the applicable reclamation deadlines of the South Pasture Development Order and the [removed: county ordinance for three specific reclamation areas of the South Pasture Mine.]

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

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

county ordinance for three specific reclamation areas of the South Pasture Mine.

On April 6, 2022, the court heard argument on the motions to dismiss filed by Mosaic and each other co-defendant.

*Faustina Plant Risk Management Plan*.

On September 14, 2022, EPA Region 6 issued a Notice of Potential Violation and Opportunity to Confer (“NOPVOC”) regarding compliance of our Faustina Plant with Section 112(r) of the Federal Clean Air Act and 40 C.F.R. Part 68, commonly known as the Risk Management Plan Rule (“RMP Rule”).

The NOPVOC relates to a compliance evaluation inspection conducted by EPA at the Faustina Plant from February 22-25, 2022 and alleges violations of the RMP Rule.

We conferred with the EPA regarding the allegations in the NOPVOC on November 30, 2022.

The EPA provided a penalty calculation on January 19, 2023 which we are reviewing.

We intend to continue discussions with the agency.

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

phosphate fertilizers from Morocco and Russia.

two unrelated co-defendants.

For the year ended December 31, [removed: 2021][added: 2022]

For the transition period [removed: from _____ to _____][added: from _____ to _____]

Commission file [removed: number 001-32327][added: number 001-32327]

As of June 30, [removed: 2021,] [added: 2022,] 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: $12.1] [added: $14.8] 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: 368,309,275] [added: 336,486,715] shares of Common Stock as of February [removed: 18, 2022.][added: 17, 2023.]

1.Portions of the registrant’s definitive proxy statement to be delivered in conjunction with the [removed: 2022] [added: 2023] Annual Meeting of Stockholders (Part III)

| Item 1. | | | [removed: [Business](#i4fdbad511df349818d67f496becc5898_13)] [added: [Business](#i666d5b1bcefe4159bb4ef878a11bd2e3_13)] | | | [removed: [1](#i4fdbad511df349818d67f496becc5898_13)] [added: [1](#i666d5b1bcefe4159bb4ef878a11bd2e3_13)] | | |

| | | | *•* *[Business Segment [removed: Information](#i4fdbad511df349818d67f496becc5898_19)*] [added: Information](#i666d5b1bcefe4159bb4ef878a11bd2e3_19)*] | | | [removed: [4](#i4fdbad511df349818d67f496becc5898_19)] [added: [3](#i666d5b1bcefe4159bb4ef878a11bd2e3_19)] | | |

| | | | *•* *[Sales and Distribution [removed: Activities](#i4fdbad511df349818d67f496becc5898_34)*] [added: Activities](#i666d5b1bcefe4159bb4ef878a11bd2e3_34)*] | | | [removed: [14](#i4fdbad511df349818d67f496becc5898_34)] [added: [14](#i666d5b1bcefe4159bb4ef878a11bd2e3_34)] | | |

| | | | *•* *[Factors Affecting [removed: Demand](#i4fdbad511df349818d67f496becc5898_40)*] [added: Demand](#i666d5b1bcefe4159bb4ef878a11bd2e3_40)*] | | | [removed: [17](#i4fdbad511df349818d67f496becc5898_40)] [added: [17](#i666d5b1bcefe4159bb4ef878a11bd2e3_40)] | | |

| | | | *•* *[Other [removed: Matters](#i4fdbad511df349818d67f496becc5898_43)*] [added: Matters](#i666d5b1bcefe4159bb4ef878a11bd2e3_43)*] | | | [removed: [17](#i4fdbad511df349818d67f496becc5898_43)] [added: [17](#i666d5b1bcefe4159bb4ef878a11bd2e3_43)] | | |

| | | | *•* *[Executive [removed: Officers](#i4fdbad511df349818d67f496becc5898_49)*] [added: Officers](#i666d5b1bcefe4159bb4ef878a11bd2e3_49)*] | | | [removed: [19](#i4fdbad511df349818d67f496becc5898_49)] [added: [20](#i666d5b1bcefe4159bb4ef878a11bd2e3_49)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i4fdbad511df349818d67f496becc5898_52)] [added: Factors](#i666d5b1bcefe4159bb4ef878a11bd2e3_52)] | | | [removed: [21](#i4fdbad511df349818d67f496becc5898_52)] [added: [22](#i666d5b1bcefe4159bb4ef878a11bd2e3_52)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i4fdbad511df349818d67f496becc5898_55)] [added: Comments](#i666d5b1bcefe4159bb4ef878a11bd2e3_55)] | | | [removed: [34](#i4fdbad511df349818d67f496becc5898_55)] [added: [35](#i666d5b1bcefe4159bb4ef878a11bd2e3_55)] | | |

| Item 2. | | | [removed: [Properties](#i4fdbad511df349818d67f496becc5898_58)] [added: [Properties](#i666d5b1bcefe4159bb4ef878a11bd2e3_58)] | | | [removed: [35](#i4fdbad511df349818d67f496becc5898_58)] [added: [36](#i666d5b1bcefe4159bb4ef878a11bd2e3_58)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i4fdbad511df349818d67f496becc5898_61)] [added: Proceedings](#i666d5b1bcefe4159bb4ef878a11bd2e3_73)] | | | [removed: [83](#i4fdbad511df349818d67f496becc5898_61)] [added: [85](#i666d5b1bcefe4159bb4ef878a11bd2e3_73)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i4fdbad511df349818d67f496becc5898_64)] [added: Disclosures](#i666d5b1bcefe4159bb4ef878a11bd2e3_76)] | | | [removed: [85](#i4fdbad511df349818d67f496becc5898_64)] [added: [86](#i666d5b1bcefe4159bb4ef878a11bd2e3_76)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i4fdbad511df349818d67f496becc5898_70)] [added: Securities](#i666d5b1bcefe4159bb4ef878a11bd2e3_82)] | | | [removed: [86](#i4fdbad511df349818d67f496becc5898_70)] [added: [87](#i666d5b1bcefe4159bb4ef878a11bd2e3_82)] | | |

| Item 6. | | | [removed: [Reserved](#i4fdbad511df349818d67f496becc5898_73)] [added: [Reserved](#i666d5b1bcefe4159bb4ef878a11bd2e3_85)] | | | [removed: [87](#i4fdbad511df349818d67f496becc5898_73)] [added: [88](#i666d5b1bcefe4159bb4ef878a11bd2e3_85)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4fdbad511df349818d67f496becc5898_76)] [added: Operations](#i666d5b1bcefe4159bb4ef878a11bd2e3_88)] | | | [removed: [87](#i4fdbad511df349818d67f496becc5898_76)] [added: [88](#i666d5b1bcefe4159bb4ef878a11bd2e3_88)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i4fdbad511df349818d67f496becc5898_79)] [added: Risk](#i666d5b1bcefe4159bb4ef878a11bd2e3_91)] | | | [removed: [87](#i4fdbad511df349818d67f496becc5898_79)] [added: [88](#i666d5b1bcefe4159bb4ef878a11bd2e3_91)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i4fdbad511df349818d67f496becc5898_82)] [added: Data](#i666d5b1bcefe4159bb4ef878a11bd2e3_94)] | | | [removed: [87](#i4fdbad511df349818d67f496becc5898_82)] [added: [88](#i666d5b1bcefe4159bb4ef878a11bd2e3_94)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosures](#i4fdbad511df349818d67f496becc5898_85)] [added: Disclosures](#i666d5b1bcefe4159bb4ef878a11bd2e3_97)] | | | [removed: [87](#i4fdbad511df349818d67f496becc5898_85)] [added: [88](#i666d5b1bcefe4159bb4ef878a11bd2e3_97)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i4fdbad511df349818d67f496becc5898_88)] [added: Procedures](#i666d5b1bcefe4159bb4ef878a11bd2e3_100)] | | | [removed: [87](#i4fdbad511df349818d67f496becc5898_88)] [added: [88](#i666d5b1bcefe4159bb4ef878a11bd2e3_100)] | | |

| Item 9B. | | | [Other [removed: Information](#i4fdbad511df349818d67f496becc5898_91)] [added: Information](#i666d5b1bcefe4159bb4ef878a11bd2e3_103)] | | | [removed: [88](#i4fdbad511df349818d67f496becc5898_91)] [added: [89](#i666d5b1bcefe4159bb4ef878a11bd2e3_103)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i4fdbad511df349818d67f496becc5898_97)] [added: Governance](#i666d5b1bcefe4159bb4ef878a11bd2e3_109)] | | | [removed: [89](#i4fdbad511df349818d67f496becc5898_97)] [added: [90](#i666d5b1bcefe4159bb4ef878a11bd2e3_109)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i4fdbad511df349818d67f496becc5898_100)] [added: Compensation](#i666d5b1bcefe4159bb4ef878a11bd2e3_112)] | | | [removed: [89](#i4fdbad511df349818d67f496becc5898_100)] [added: [90](#i666d5b1bcefe4159bb4ef878a11bd2e3_112)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i4fdbad511df349818d67f496becc5898_103)] [added: Matters](#i666d5b1bcefe4159bb4ef878a11bd2e3_115)] | | | [removed: [89](#i4fdbad511df349818d67f496becc5898_103)] [added: [90](#i666d5b1bcefe4159bb4ef878a11bd2e3_115)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i4fdbad511df349818d67f496becc5898_106)] [added: Independence](#i666d5b1bcefe4159bb4ef878a11bd2e3_118)] | | | [removed: [89](#i4fdbad511df349818d67f496becc5898_106)] [added: [90](#i666d5b1bcefe4159bb4ef878a11bd2e3_118)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i4fdbad511df349818d67f496becc5898_109)] [added: Services](#i666d5b1bcefe4159bb4ef878a11bd2e3_121)] | | | [removed: [89](#i4fdbad511df349818d67f496becc5898_109)] [added: [90](#i666d5b1bcefe4159bb4ef878a11bd2e3_121)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i4fdbad511df349818d67f496becc5898_115)] [added: Schedules](#i666d5b1bcefe4159bb4ef878a11bd2e3_127)] | | | [removed: [90](#i4fdbad511df349818d67f496becc5898_115)] [added: [91](#i666d5b1bcefe4159bb4ef878a11bd2e3_127)] | | |

| Item 16. | | | [added: [Annual Report o](#i666d5b1bcefe4159bb4ef878a11bd2e3_130)[n](#i666d5b1bcefe4159bb4ef878a11bd2e3_130)] [Form 10-K [removed: Summary](#i4fdbad511df349818d67f496becc5898_118)] [added: Summary](#i666d5b1bcefe4159bb4ef878a11bd2e3_130)] | | | [removed: [96](#i4fdbad511df349818d67f496becc5898_118)] [added: [97](#i666d5b1bcefe4159bb4ef878a11bd2e3_130)] | | |

| [Financial Table of [removed: Contents](#i4fdbad511df349818d67f496becc5898_124)] [added: Contents](#i666d5b1bcefe4159bb4ef878a11bd2e3_136)] | | | | | | [removed: F-[1](#i4fdbad511df349818d67f496becc5898_124)] [added: F-[1](#i666d5b1bcefe4159bb4ef878a11bd2e3_136)] | | |

[Table of Conten](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)[t](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐

[Table of Conten](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)[t](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)

[Table of Conten](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)[t](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)

2022 ANNUAL REPORT ON FORM 10-K CONTENTS

| | | | *•* *[Overview](#i666d5b1bcefe4159bb4ef878a11bd2e3_16)* | | | [1](#i666d5b1bcefe4159bb4ef878a11bd2e3_16) | | |

| | | | *•* *[Competition](#i666d5b1bcefe4159bb4ef878a11bd2e3_37)* | | | [15](#i666d5b1bcefe4159bb4ef878a11bd2e3_37) | | |

| [Signatures](#i666d5b1bcefe4159bb4ef878a11bd2e3_133) | | | | | | S-[1](#i666d5b1bcefe4159bb4ef878a11bd2e3_133) | | |

[Table of Conten](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)[t](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

2021 FORM 10-K CONTENTS

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

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

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

[Table of Conten](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)[t](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

As used in this Form [removed: 10-K Report,] [added: 10-K,] 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.

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

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

[removed: ][added: ]

[removed: ][added: ]

Table 2.1 shows the production tonnage and grade for all phosphate properties for [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020.]

| Table 2.1 Summary of Production - Phosphate Properties | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]

| *(in millions of tonnes)* | | | | | | December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]

| Mine Property | | | Annual Operational Capacity (tonnes)(a)(b) | | | [removed: 2021] [added: 2022] | | | | | | | | | [removed: 2020] | | | [added: 2021] | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | [added: | | |]

| Production (tonnes) | | | %P2O5(c) | | | | | | | | | Production (tonnes) | | | %P2O5(c) | | | | | | Production (tonnes) | | | %P2O5(c) | | | | | | | | | [added: | | |]

| Phosphate (Grade: P2O5)(c) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]

| Florida | | | 14.0 | | | [removed: 11.1] [added: 9.6] | | | [removed: 28.0] [added: 27.6] | | | | | | | | | [removed: 12.8] [added: 11.1] | | | [removed: 28.4] [added: 28.0] | | | | | | [removed: 12.2] [added: 12.8] | | | [removed: 28.6] [added: 28.4] | | | [added: | | |]

| Total United States | | | 14.0 | | | [removed: 11.1] [added: 9.6] | | | [removed: 28.0] [added: 27.6] | | | | | | | | | [removed: 12.8] [added: 11.1] | | | [removed: 28.4] [added: 28.0] | | | | | | [removed: 12.2] [added: 12.8] | | | [removed: 28.6] [added: 28.4] | | | [added: | | |]

| Miski Mayo (d) | | | 4.0 | | | 4.2 | | | [removed: 29.8] [added: 29.7] | | | | | | | | | [removed: 3.3] [added: 4.2] | | | [removed: 29.6] [added: 29.8] | | | | | | [removed: 4.0] [added: 3.3] | | | 29.6 | | | [added: | | |]

| Total Peru | | | 4.0 | | | 4.2 | | | [removed: 29.8] [added: 29.7] | | | | | | | | | [removed: 3.3] [added: 4.2] | | | [removed: 29.6] [added: 29.8] | | | | | | [removed: 4.0] [added: 3.3] | | | 29.6 | | | [added: | | |]

| Araxá / Patrocinio | | | 1.3 | | | [removed: 0.8] [added: 0.9] | | | [removed: 34.9] [added: 34.5] | | | | | | | | | [removed: 0.9] [added: 0.8] | | | [removed: 35.0] [added: 34.9] | | | | | | [removed: 0.4] [added: 0.9] | | | 35.0 | | | [added: | | |]

| Cajati | | | 0.6 | | | 0.3 | | | [removed: 34.1] [added: 34.3] | | | | | | | | | [removed: 0.4] [added: 0.3] | | | [removed: 33.8] [added: 34.1] | | | | | | [removed: 0.3] [added: 0.4] | | | [removed: 34.6] [added: 33.8] | | | [added: | | |]

| Catalão | | | 1.0 | | | 1.1 | | | [removed: 34.9] [added: 34.8] | | | | | | | | | 1.1 | | | [removed: 34.5] [added: 34.9] | | | | | | [removed: 0.9] [added: 1.1] | | | [removed: 34.2] [added: 34.5] | | | [added: | | |]

| Tapira | | | 2.1 | | | [removed: 1.8] [added: 1.9] | | | 35.1 | | | | | | | | | [removed: 1.9] [added: 1.8] | | | [removed: 35.3] [added: 35.1] | | | | | | [removed: 1.3] [added: 1.9] | | | [removed: 35.4] [added: 35.3] | | | [added: | | |]

| Total Brazil | | | 5.0 | | | [removed: 4.0] [added: 4.2] | | | [removed: 34.9] [added: 34.8] | | | | | | | | | [removed: 4.3] [added: 4.0] | | | [removed: 34.7] [added: 34.9] | | | | | | [removed: 2.9] [added: 4.3] | | | [removed: 35.0] [added: 34.7] | | | [added: | | |]

| Total Phosphate | | | 23.0 | | | [removed: 19.3] [added: 18.0] | | | 29.8 | | | | | | | | | [removed: 20.4] [added: 19.3] | | | [removed: 29.9] [added: 29.8] | | | | | | [removed: 19.1] [added: 20.4] | | | [removed: 29.8] [added: 29.9] | | | [added: | | |]

[removed: (d)We have a 75% economic interest in the Miski Mayo Mine in Peru and consolidate their results, therefore, annual] [added: Annual] operational capacity and production tonnes [added: for Miski Mayo] are presented at 100% economic interest.

Table 2.2 shows the production tonnage and grade for the potash properties for [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020.]

| Facility | | | Annualized Proven Peaking Capacity (tonnes)(a)(b) | | | | | | Annual Operational Capacity (tonnes) (b)(c)(d) | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | [removed: 2019] [added: 2020] | | | | | |

| | | | | | | Ore Mined (tonnes) | | | Grade % [removed: K2O(e)] [added: K2O(e)] | | | | | | Ore Mined (tonnes) | | | Grade % [removed: K2O(e)] [added: K2O(e)] | | | | | | Ore Mined (tonnes) | | | Grade % [removed: K2O(e)] [added: K2O(e)] | | | | | | | | | | | |

| Belle Plaine – MOP(f) | | | 3.9 | | | | | | 3.0 | | | | | | [removed: 11.0] [added: 11.3] | | | 19.3 | | | | | | [removed: 12.6] [added: 11.0] | | | [removed: 18.0] [added: 19.3] | | | | | | [removed: 11.9] [added: 12.6] | | | 18.0 | | |

| Esterhazy – [removed: MOP(g)] [added: MOP] | | | 6.3 | | | | | | 6.0 | | | | | | [removed: 13.3] [added: 13.7] | | | [removed: 23.9] [added: 24.5] | | | | | | [removed: 15.0] [added: 13.3] | | | [removed: 24.1] [added: 23.9] | | | | | | [removed: 11.9] [added: 15.0] | | | [removed: 23.6] [added: 24.1] | | |

| Colonsay – [removed: MOP(h)] [added: MOP(g)] | | | 2.6 | | | | | | 1.5 | | | | | | [removed: 1.0] [added: 2.6] | | | [removed: 26.6] [added: 26.4] | | | | | | [removed: 0.0] [added: 1.0] | | | [removed: 0.0] [added: 26.6] | | | | | | [removed: 1.9] [added: 0.0] | | | [removed: 26.5] [added: 0.0] | | |

| Total Canada | | | 12.8 | | | | | | 10.5 | | | | | | [removed: 25.3] [added: 27.6] | | | [removed: 22.0] [added: 22.5] | | | | | | [removed: 27.6] [added: 25.3] | | | [removed: 21.3] [added: 22.0] | | | | | | [removed: 25.7] [added: 27.6] | | | [removed: 21.2] [added: 21.3] | | |

| Carlsbad – [removed: K-Mag®(i)] [added: K-Mag®(h)] | | | 0.9 | | | | | | 0.7 | | | | | | [removed: 3.1] [added: 3.0] | | | [removed: 6.3] [added: 6.2] | | | | | | [removed: 3.4] [added: 3.1] | | | [removed: 5.7] [added: 6.3] | | | | | | [removed: 3.0] [added: 3.4] | | | [removed: 6.0] [added: 5.7] | | |

| Total United States | | | 0.9 | | | | | | 0.7 | | | | | | [removed: 3.1] [added: 3.0] | | | [removed: 6.3] [added: 6.2] | | | | | | [removed: 3.4] [added: 3.1] | | | [removed: 5.7] [added: 6.3] | | | | | | [removed: 3.0] [added: 3.4] | | | [removed: 6.0] [added: 5.7] | | |

| Taquari – MOP | | | 0.7 | | | | | | 0.5 | | | | | | [removed: 1.8] [added: 1.5] | | | [removed: 15.1] [added: 14.3] | | | | | | 1.8 | | | [removed: 16.6] [added: 15.1] | | | | | | 1.8 | | | [removed: 16.1] [added: 16.6] | | |

| Total Brazil | | | 0.7 | | | | | | 0.5 | | | | | | [removed: 1.8] [added: 1.5] | | | [removed: 15.1] [added: 14.3] | | | | | | 1.8 | | | [removed: 16.6] [added: 15.1] | | | | | | 1.8 | | | [removed: 16.1] [added: 16.6] | | |

| Total Potash | | | 14.4 | | | | | | 11.7 | | | | | | [removed: 30.2] [added: 32.1] | | | [removed: 20.0] [added: 20.6] | | | | | | [removed: 32.8] [added: 30.2] | | | [removed: 19.4] [added: 20.0] | | | | | | [removed: 30.5] [added: 32.8] | | | 19.4 | | |

The calculation is based on actual KCl tonnes mined [removed: (January] [added: for January] 1, [removed: 2021-] [added: 2022 through] October 31, [removed: 2021)] [added: 2022] and [removed: estimates of] [added: estimated] KCl tonnes mined [removed: (November] [added: for November] 1, [removed: 2021 -] [added: 2022 through] December 31, [removed: 2021).][added: 2022).]

[removed: (h)We] [added: (g)We] have the ability to reach an annual operating capacity of 2.1 million tonnes over time at Colonsay by increasing our staffing levels and investment in mine development activities.

[removed: (i)K-Mag®] [added: (h)K-Mag®] is a specialty product that we produce at our Carlsbad facility.

| [removed: See] [added: *See] Florida Phosphates Individual Property Disclosure [removed: below.] [added: below.*] | | | | | | | | |

| *Type and amount of ownership interests* | | | | | | 75% owned by Compañía Minera Miski Mayo S.R.L., a [removed: wholly owned] [added: wholly-owned] indirect subsidiary of [removed: Mosaic] [added: Mosaic.] | | |

| *Key permit conditions* | | | | | | Permit conditions are dictated by operating licenses, which are maintained and renewed on a regular basis. As of December 31, [removed: 2021,] [added: 2022,] all environmental licenses were either still valid or were being renewed pursuant to applications with the Peruvian Environmental Agency within the legal deadlines. In general, environmental commitments are being met; however, there are environmental requirements and commitments related to the expansion of Miski Mayo Line 3 of the Second Amendment of the EIA (2015) that have to be verified and implemented. Miski Mayo’s environmental controls are related to monitoring the quality of wastewater, surface water, groundwater and air, as well as waste management. Additional environmental controls are in place for air emissions, air quality and noise. Tailings storage facilities and other impoundment’s stability are monitored through specified routine internal and third party inspections. | | |

[Table of Conten](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)[t](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)

[Table of Conten](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)[t](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)

[Table of Conten](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)[t](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)

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

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

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

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

______________________________

(d)We have a 75% economic interest in the Miski Mayo Mine and consolidate their results.

[Table of Conten](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)[t](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)

______________________________

[Table of Conten](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)[t](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)

[Table of Conten](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)[t](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)

[Table of Conten](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)[t](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)

[Table of Conten](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)[t](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)

| *Type and amount of ownership interests* | | | | | | 100% owned by Mosaic Fertilizantes P&K S.A., a wholly-owned indirect subsidiary of Mosaic. | | |

[Table of Conten](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)[t](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)

| *Type and amount of ownership interests* | | | | | | 100% owned by Mosaic Fertilizantes P&K S.A., a wholly-owned indirect subsidiary of Mosaic. | | |

[Table of Conten](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)[t](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)

[Table of Conten](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)[t](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)

| Araxá/Patrocínio(e)(f) | | | | | | 132.1 | | | 12.1 | | | 458.8 | | | 13.0 | | | 590.9 | | | 12.8 | | | 169.4 | | | 13.6 | | |

______________________________

[Table of Conten](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)[t](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)

[Table of Conten](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)[t](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)

| Florida(c) | | | 56.0 | | | 28.0 | | | 70.0 | | | 27.1 | | | 126.0 | | | 27.5 | | |

| Catalão(f) | | | 61.8 | | | 10.8 | | | 16.3 | | | 10.6 | | | 78.1 | | | 10.8 | | |

| Belle Plaine(h) | | | 272.0 | | | 19.3 | | | 388.0 | | | 19.3 | | | 660.0 | | | 19.3 | | |

| Esterhazy(i) | | | 110.0 | | | 23.3 | | | 433.0 | | | 20.9 | | | 543.0 | | | 21.3 | | |

______________________________

[Table of Conten](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)[t](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)

The following KCl commodity prices were used to assess prospects for economic extraction for the mineral resources but are not used for cut-off purposes: US $103.4/tonne for Esterhazy, US $108.7/tonne for Belle Plaine, and US $130.7/tonne for Colonsay, A US$/CAD$ exchange rate of 1.30 was used to assess prospects for economic extraction for the mineral resources but was not used for cut-off purposes.

This is consistent with the definition of mineable potash established by the U.S. Geological Survey.

[Table of Conten](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)[t](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)

[Table of Conten](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)[t](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)

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

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

| Total | | | 167,618 | | | | | | 25,536 | | | | | | 19,035 | | | | | | 571 | | | | | | 212,760 | | | | | | | | | | | | | | | | | | | | | | | | | | |

______________________________

[Table of Conten](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)[t](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)

[Table of Conten](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)[t](#i666d5b1bcefe4159bb4ef878a11bd2e3_7)

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

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

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

(g)The annual operational capacity at Esterhazy increased by 0.7 million tonnes in 2019 reflecting the ramp-up in capacity from the K3 shaft.

| Araxá/Patrocínio(e)(f) | | | | | | 115.1 | | | 12.4 | | | 481.0 | | | 12.9 | | | 596.1 | | | 12.8 | | | 174.9 | | | 13.4 | | |

| Florida(c) | | | 59.0 | | | 28.2 | | | 69.0 | | | 27.1 | | | 128.0 | | | 27.6 | | |

| Catalão(f) | | | 67.2 | | | 10.8 | | | 17.4 | | | 10.5 | | | 84.6 | | | 10.8 | | |

| Belle Plaine(h) | | | 275.0 | | | 19.3 | | | 394.0 | | | 19.3 | | | 669.0 | | | 19.3 | | |

| Esterhazy(i) | | | 122.0 | | | 23.9 | | | 437.0 | | | 20.9 | | | 559.0 | | | 21.5 | | |

Underground mining standards and design criteria are used to constrain mineral reserves within mineable shapes.

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

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

| Total | | | 165,611 | | | | | | 25,536 | | | | | | 19,055 | | | | | | 210,202 | | | | | | | | | | | | | | | | | | | | | | | | | | |

required by Section 404 of the federal Clean Water Act.

No mineral resources were reported in 2020, as the Company reported under Industry Guide 7, which did not recognize mineral resources.

As a result of the change in reporting to Regulation S-K 1300, the mineral resources are being reported for the first time.

| Proven | | | | | | 59 | | | | | | 28.2 | | | | | | Pebble: 99.2 to 102.4%, Concentrate: 64.3 to 81.9% | | |

| Probable | | | | | | 69 | | | | | | 27.1 | | | | | | Pebble: 99.2 to 102.4%, Concentrate: 64.3 to 81.9% | | |

| Proven + Probable | | | | | | 128 | | | | | | 27.6 | | | | | | Pebble: 99.2 to 102.4%, Concentrate: 64.3 to 81.9% | | |

| 17/23 | | | | | | 10-14/16 | | | | | | 6,962 | | | | | | 5,910 | | |

| 18/23 | | | | | | 6-11/16 | | | | | | 4,275 | | | | | | 3,817 | | |

| 17/24 | | | | | | 7-7/16 | | | | | | 4,762 | | | | | | 3,526 | | |

| 18/24 | | | | | | 5-2/16 | | | | | | 3,286 | | | | | | 2,871 | | |

| Total | | | | | | 30-2/16 | | | | | | 19,285 | | | | | | 16,124 | | |

| 18/24 | | | | | | 48/100 | | | | | | 307 | | |

Canadian Pacific Railway (“CPR”); SaskPower-supplied electricity; TransGas-supplied natural gas; and potable and non-potable water supplied from a local fresh water source.

As a result of the change in reporting to S-K 1300, mineral resources are being reported for the first time.

(e)The following KCl commodity prices were used to assess economic viability for the mineral reserves, but were not used for cut-off purposes: 2022-$271/tonne, 2023-$231/tonne, 2024-$219/tonne, 2025-$185/tonne, 2026-$188/tonne, and for the LOM $219/tonne.

Year-over-year changes are due to mining depletion, re-evaluation of the mining thickness and global grade, a change in the mining recovery and the change from Industry Guide 7 to S-K 1300.

| 21/33 | | | | | | | | | | | | 74 | | |

deep wells drilled into the upper Dundurn aquifer.

| Commodity Prices | | | | | | KCl commodity prices (US$): 2022-$271/tonne, 2023-$231/tonne, 2024-$219/tonne, 2025-$185/tonne, 2026-$188/tonne, and for the LOM $219/tonne. | | | | | | Section 16 | | |

No mineral resources were reported in 2020, as the Company was reporting under Industry Guide 7, which did not recognize mineral resources.

| Probable | | | | | | 437.0 | | | | | | 20.8 | | | | | | 86.1 | | |

(d)We used the following KCl commodity prices to assess economic viability for the mineral reserves, but were not used for cut-off purposes: 2022-$271/tonne, 2023-$231/tonne, 2024-$219/tonne, 2025-$185/tonne, 2026-$188/tonne, and for the LOM plan $219/tonne.

Year-over-year changes are due to mining depletion, the closure of the K1/K2 mining operation in June 2021, a change in the density, mining recovery and average mining height, and the change from Industry Guide 7 to S-K 1300 reporting.

The net book value for Tapira is $297 million as of December 31, 2021.

Notes to table:

The beneficiation process includes milling of the ore, magnetite separation, hydro-sizing and fines separation and flotation.

No mineral resources were reported in 2020, as the Company was reporting under Industry Guide 7 which did not recognize mineral resources.

[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 [removed: report] [added: Form 10-K] in Part II, Item 8, “Financial Statements and Supplementary Data”.

(a)Includes grants of [added: 651,456] stock options, [added: 2,152,495] time-based restricted stock units and [added: 3,565,440] total [removed: shareholder] [added: stockholder] return [removed: (“TSR”)] [added: (“TSR”)] performance [removed: units.][added: units settled in stock.]

The following table sets forth information with respect to shares of our Common Stock that we purchased [removed: under the 2021 Repurchase Program] during the quarter ended December 31, [removed: 2021:][added: 2022 under the $2.0 billion share repurchase program authorized by our Board of Directors in the third quarter of 2022:]

| Equity compensation plans approved by stockholders | | | | | | 6,369,391 | | | | | | $ | 36.12 | | | | | 10,490,759 | | |

| Total | | | | | | 6,369,391 | | | | | | $ | 36.12 | | | | | 10,490,759 | | |

The total does not include cash-settled TSR performance units.

| October 1, 2022- October 31, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,979,868,011 | |

| November 1, 2022- November 30, 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,979,868,011 | | |

| December 1, 2022- December 31, 2022 | | | | | | 1,409,611 | | | | | | 45.45 | | | | | | 1,409,611 | | | | | | 1,915,799,008 | | |

| Total | | | | | | 1,409,611 | | | | | | $ | 45.45 | | | | | 1,409,611 | | | | | | $ | 1,915,799,008 | |

| 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.

The 2021 Repurchase Program allows us to repurchase up to $1.0 billion of our Common Stock through open market purchases, accelerated share repurchase arrangements, privately negotiated transactions or otherwise.

The 2021 Repurchase Program has no set expiration date.

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

| 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 | |

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

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our filings under the [removed: Securities] Exchange Act [removed: of 1934 (the “Exchange Act”)] is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including our principal executive officer and our principal financial officer, to allow timely decisions regarding required disclosures.

Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this [removed: annual report on] Form 10-K.

We have included management’s report on internal control over financial reporting under “Management’s Report on Internal Control Over Financial Reporting” listed in the Financial Table of Contents included in this [removed: report.][added: Form 10-K.]

We have included our registered public accounting firm’s attestation report on our internal controls over financial reporting under “Report of Independent Registered Public Accounting Firm” listed in the Financial Table of Contents included in this [removed: report.][added: Form 10-K.]

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: 2021] [added: 2022] 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: 2021] [added: 2022] 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. 1–Election of Directors,” “Corporate Governance–Committees of the Board of Directors,” [removed: and] “ Beneficial Ownership of [removed: Securities”] [added: Securities,” and“Delinquent Section 16 Reports”] included in our definitive proxy statement for our [removed: 2022] [added: 2023] 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.

“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: 2022] [added: 2023] 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: 2022] [added: 2023] annual meeting of stockholders is incorporated herein by reference.

The information under the headings “Corporate Governance–Board Independence,” “Corporate Governance–Committees of the Board of Directors,” “Corporate Governance–Other Policies Relating to the Board of Directors–Policy and Procedures Regarding Transactions with Related Persons,” and “Certain Relationships and Related Transactions” included in our definitive proxy statement for our [removed: 2022] [added: 2023] annual meeting of stockholders is incorporated herein by reference.

Our independent registered public accounting firm is KPMG LLP, [removed: Dallas, TX,] [added: Tampa, FL,] Auditor Firm ID: 185.

The information included under “Audit Committee Report and Payment of Fees to Independent Registered Public Accounting Firm–Fees Paid to Independent Registered Public Accounting Firm” and “Audit Committee Report and Payment of Fees to Independent Registered Public Accounting Firm–Pre-approval of Independent Registered Public Accounting Firm Services” [added: is] included in our definitive proxy statement for our [removed: 2022] [added: 2023] annual meeting of stockholders is incorporated herein by reference.

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

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

| 10.iii.b(3) | | | | | | [Description of Mosaic Management Incentive [removed: Program](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit10iiib20211231.htm)] [added: Program](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000003/exhibit10iiib20221231.htm)] | | | | | | | | | | | | X | | |

| [removed: 10.iii.d.2(3)] [added: 10.iii.d.2] | | | | | | [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) | | | | | | [added: Exhibit 10.iii.d.2. to Mosaic’s Annual Report on Form 10-K of Mosaic for the fiscal year ended December 31, 2022(2)] | | | | | | [removed: X] | | |

| 10.iii.d.3(3) | | | | | | [Form of expatriate agreement dated [removed: May 18, 2017] [added: November 1, 2019] between Mosaic and an executive [removed: officer](http://www.sec.gov/Archives/edgar/data/1285785/000124378617000105/exhibit101-formofexpatriat.htm)] [added: officer](http://www.sec.gov/Archives/edgar/data/1285785/000124378619000127/expatriateagreement-ex.htm)] | | | | | | Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated [removed: May 17, 2017] [added: October 31, 2019] and filed on [removed: May 19, 2017(2)] [added: November 4, 2019] | | | | | | | | |

| 10.iii.g.(3) | | | | | | [Summary of Board of Director Compensation of [removed: Mosaic](https://www.sec.gov/Archives/edgar/data/1285785/000161803421000010/exhibit10iiia20210630.htm)] [added: Mosaic](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000010/exhibit10iiia20220630.htm)] | | | | | | Exhibit [removed: 10.iii.g.] [added: 10.iii.a.] to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, [removed: 2021] [added: 2022] | | | | | | | | |

| 10.iii.h.(3) | | | | | | [Executive Perquisite Program](http://www.sec.gov/Archives/edgar/data/1285785/000124378619000043/a2019proxystatement.htm) | | | | | | The material under “Compensation Discussion and Analysis—Other Executive Compensation Arrangements, Policies and Practices—Perquisites” in Mosaic’s Proxy Statement dated April [removed: 8, 2020] [added: 6, 2022] | | | | | | | | |

| 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 Mosaic’s Quarterly Report on Form [removed: 10-K] [added: 10-Q] for the Quarterly Period ended March 31, 2020 | | | | | | | | |

| 10.iii.k.10(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 [removed: 10-K] [added: 10-Q] for the Quarterly Period ended March 31, 2020 | | | | | | | | |

| 10.iii.k.11(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 [removed: 10-K] [added: 10-Q] for the Quarterly Period ended March 31, 2020 | | | | | | | | |

| 21 | | | | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit21_20211231.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000003/exhibit21_20221231.htm)] | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of KPMG LLP, independent registered public accounting firm for [removed: Mosaic](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit23_20211231.htm)] [added: Mosaic](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000003/exhibit231_20221231.htm)] | | | | | | | | | | | | X | | |

| 23.2 | | | | | | [Florida Phosphate Mining Consent of Qualified [removed: Persons](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit232-floridaconsen.htm)] [added: Persons](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000003/exhibit232-floridaconsen.htm)] | | | | | | | | | | | | X | | |

| 24 | | | | | | [Power of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit24_20211231.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000003/exhibit24_20221231.htm)] | | | | | | | | | | | | X | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer Required by Rule [removed: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit311_20211231.htm)] [added: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000003/exhibit311_20221231.htm)] | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer Required by Rule [removed: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit312_20211231.htm)] [added: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000003/exhibit312_20221231.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/1285785/000161803422000004/exhibit321_20211231.htm)] [added: Code](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000003/exhibit321_20221231.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/1285785/000161803422000004/exhibit322_20211231.htm)] [added: Code](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000003/exhibit322_20221231.htm)] | | | | | | | | | | | | X | | |

| 95 | | | | | | [Mine Safety [removed: Disclosures](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit9520211231.htm)] [added: Disclosures](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000003/exhibit9520221231.htm)] | | | | | | | | | | | | X | | |

| 96.1 | | | | | | [Florida Phosphate Mining Technical Report [removed: Summary](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/finalfloridaphosphate202.htm)] [added: Summary](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000003/a2022floridaphosphatesk1.htm)] | | | | | | | | | | | | X | | |

| (c) | | | Summarized financial information of 50% or less owned persons is included in Note [removed: 8] [added: 9] 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. | | | | | | | | | | | | | | | | | |

| (1) | | | Mosaic agrees to furnish supplementally to the [removed: Commission] [added: SEC] a copy of any omitted schedules and exhibits to the extent required by rules of the Commission upon request. | | |

| (2) | | | SEC File No. [removed: 001-32327] [added: 001-32327.] | | |

| (4) | | | Confidential information has been omitted from this Exhibit and filed separately with the [removed: Securities and Exchange Commission] [added: SEC] pursuant to a confidential treatment request under Rule 24b-2 of the [removed: Securities] Exchange [removed: Act of 1934, as amended.] [added: Act.] | | |

| 10.iii.d.4(3) | | | | | | [Form of expatriate agreement dated January 8, 2016, between Mosaic and an executive officer](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000007/exhibit10iiid20220331.htm) | | | | | | Exhibit 10.iii.d to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2022 | | | | | | | | |

| 10.iii.k.12(3) | | | | | | [Form of Director Restricted Stock Unit Award Agreement under The Mosaic Company 2014 Stock and Incentive Plan, as amended, approved May 19, 2022](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000010/exhibit10iiik20220630.htm) | | | | | | Exhibit 10.iii.k to Mosaic's quarterly report on Form 10-Q for the Quarterly Period Ended June 30, 2022 | | | | | | | | |

| 101 | | | | | | The following materials from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 formatted in Inline Extensible Business Reporting Language: (i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity, and (vi) Notes to Consolidated Financial Statements. | | | | | | | | | | | | X | | |

| 104 | | | | | | Cover Page Interactive Data File (embedded within the iXBRL document and contained in Exhibit 101). | | | | | | | | | | | | X | | |

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

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

| 10.iii.d.4(3) | | | | | | [Amendment approved by Mosaic on May 22, 2019 to expatriate agreement dated May 18, 2017, between Mosaic and an executive officer](http://www.sec.gov/Archives/edgar/data/1285785/000124378619000077/a8-k2019annualmeetingofsto.htm) | | | | | | Described in Item 5.02 in Mosaic’s Current Report on Form 8-K dated May 24, 2019 and filed on May 24, 2017 | | | | | | | | |

| 10.iii.d.5(3) | | | | | | [Form of expatriate agreement dated November 1, 2019 between Mosaic and an executive officer](http://www.sec.gov/Archives/edgar/data/1285785/000124378619000127/expatriateagreement-ex.htm) | | | | | | Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated October 31, 2019 and filed on November 4, 2019 | | | | | | | | |

| 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 | | |

| 96.2 | | | | | | [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 | | |

| 101 | | | | | | Interactive Data Files | | | | | | | | | | | | X | | |

Date: February 23, [removed: 2022][added: 2023]

| /s/ James “Joc” C. O’Rourke | | | | | | Chief Executive Officer and President and Director (principal executive officer) | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /s/ Clint C. Freeland | | | | | | Senior Vice President and Chief Financial Officer (principal financial [removed: officer and principal accounting] officer) | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| * | | | | | | Chairman of the Board of Directors | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| * | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4fdbad511df349818d67f496becc5898_127)] [added: Operations](#i666d5b1bcefe4159bb4ef878a11bd2e3_139)] | | | [removed: F-[2](#i4fdbad511df349818d67f496becc5898_130)] [added: F-[2](#i666d5b1bcefe4159bb4ef878a11bd2e3_142)] | | |

| [Key Factors that can Affect Results of Operations and Financial [removed: Condition](#i4fdbad511df349818d67f496becc5898_133)] [added: Condition](#i666d5b1bcefe4159bb4ef878a11bd2e3_145)] | | | [removed: F-[2](#i4fdbad511df349818d67f496becc5898_133)] [added: F-[2](#i666d5b1bcefe4159bb4ef878a11bd2e3_145)] | | |

| [Corporate, Elimination and [removed: Other](#i4fdbad511df349818d67f496becc5898_151)] [added: Other](#i666d5b1bcefe4159bb4ef878a11bd2e3_163)] | | | [removed: F-[13](#i4fdbad511df349818d67f496becc5898_151)] [added: F-[12](#i666d5b1bcefe4159bb4ef878a11bd2e3_163)] | | |

| [Other Income Statement [removed: Items](#i4fdbad511df349818d67f496becc5898_154)] [added: Items](#i666d5b1bcefe4159bb4ef878a11bd2e3_166)] | | | [removed: F-[14](#i4fdbad511df349818d67f496becc5898_154)] [added: F-[12](#i666d5b1bcefe4159bb4ef878a11bd2e3_166)] | | |

| [Impairment, Restructuring and [removed: Other](#i4fdbad511df349818d67f496becc5898_160)] [added: Other](#i666d5b1bcefe4159bb4ef878a11bd2e3_172)] | | | [removed: F-[14](#i4fdbad511df349818d67f496becc5898_160)] [added: F-[13](#i666d5b1bcefe4159bb4ef878a11bd2e3_172)] | | |

| [Selling, General and Administrative [removed: Expenses](#i4fdbad511df349818d67f496becc5898_157)] [added: Expenses](#i666d5b1bcefe4159bb4ef878a11bd2e3_169)] | | | [removed: F-[14](#i4fdbad511df349818d67f496becc5898_157)] [added: F-[13](#i666d5b1bcefe4159bb4ef878a11bd2e3_169)] | | |

| [Other Operating [removed: Expenses](#i4fdbad511df349818d67f496becc5898_163)] [added: Expenses](#i666d5b1bcefe4159bb4ef878a11bd2e3_175)] | | | [removed: F-[14](#i4fdbad511df349818d67f496becc5898_163)] [added: F-[13](#i666d5b1bcefe4159bb4ef878a11bd2e3_175)] | | |

| [Interest Expense, [removed: Net](#i4fdbad511df349818d67f496becc5898_166)] [added: Net](#i666d5b1bcefe4159bb4ef878a11bd2e3_178)] | | | [removed: F-[14](#i4fdbad511df349818d67f496becc5898_166)] [added: F-[13](#i666d5b1bcefe4159bb4ef878a11bd2e3_178)] | | |

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

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

| [Equity in [removed: Net (Loss) Earnings of] [added: Net](#i666d5b1bcefe4159bb4ef878a11bd2e3_187) [Earnings](#i666d5b1bcefe4159bb4ef878a11bd2e3_187) [(Loss)](#i666d5b1bcefe4159bb4ef878a11bd2e3_187) [of] Nonconsolidated [removed: Companies](#i4fdbad511df349818d67f496becc5898_175)] [added: Companies](#i666d5b1bcefe4159bb4ef878a11bd2e3_187)] | | | [removed: F-[15](#i4fdbad511df349818d67f496becc5898_175)] [added: F-[13](#i666d5b1bcefe4159bb4ef878a11bd2e3_187)] | | |

| [Provision for (Benefit from) Income [removed: Taxes](#i4fdbad511df349818d67f496becc5898_178)] [added: Taxes](#i666d5b1bcefe4159bb4ef878a11bd2e3_190)] | | | [removed: F-[15](#i4fdbad511df349818d67f496becc5898_178)] [added: F-[14](#i666d5b1bcefe4159bb4ef878a11bd2e3_190)] | | |

| [Critical Accounting [removed: Estimates](#i4fdbad511df349818d67f496becc5898_184)] [added: Estimates](#i666d5b1bcefe4159bb4ef878a11bd2e3_196)] | | | [removed: F-[15](#i4fdbad511df349818d67f496becc5898_184)] [added: F-[14](#i666d5b1bcefe4159bb4ef878a11bd2e3_196)] | | |

| [Liquidity and Capital [removed: Resources](#i4fdbad511df349818d67f496becc5898_187)] [added: Resources](#i666d5b1bcefe4159bb4ef878a11bd2e3_199)] | | | [removed: F-[17](#i4fdbad511df349818d67f496becc5898_187)] [added: F-[16](#i666d5b1bcefe4159bb4ef878a11bd2e3_199)] | | |

| [Off-Balance Sheet Arrangements and [removed: Obligations](#i4fdbad511df349818d67f496becc5898_190)] [added: Obligations](#i666d5b1bcefe4159bb4ef878a11bd2e3_202)] | | | [removed: F-[20](#i4fdbad511df349818d67f496becc5898_190)] [added: F-[18](#i666d5b1bcefe4159bb4ef878a11bd2e3_202)] | | |

| [Environmental, Health, Safety and Security [removed: Matters](#i4fdbad511df349818d67f496becc5898_196)] [added: Matters](#i666d5b1bcefe4159bb4ef878a11bd2e3_208)] | | | [removed: F-[24](#i4fdbad511df349818d67f496becc5898_196)] [added: F-[23](#i666d5b1bcefe4159bb4ef878a11bd2e3_208)] | | |

[removed: | [Recently Issued Accounting Guidance](#i4fdbad511df349818d67f496becc5898_205) | | | F-[30](#i4fdbad511df349818d67f496becc5898_205) | | |][added: RECENTLY ISSUED ACCOUNTING GUIDANCE]

| [Forward-Looking [removed: Statements](#i4fdbad511df349818d67f496becc5898_208)] [added: Statements](#i666d5b1bcefe4159bb4ef878a11bd2e3_220)] | | | [removed: F-[30](#i4fdbad511df349818d67f496becc5898_208)] [added: F-[29](#i666d5b1bcefe4159bb4ef878a11bd2e3_220)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i4fdbad511df349818d67f496becc5898_211)] [added: Firm](#i666d5b1bcefe4159bb4ef878a11bd2e3_223)] | | | [removed: F-[34](#i4fdbad511df349818d67f496becc5898_211)] [added: F-[33](#i666d5b1bcefe4159bb4ef878a11bd2e3_223)] | | |

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

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

| [Consolidated Balance [removed: Sheets](#i4fdbad511df349818d67f496becc5898_223)] [added: Sheets](#i666d5b1bcefe4159bb4ef878a11bd2e3_235)] | | | [removed: F-[39](#i4fdbad511df349818d67f496becc5898_223)] [added: F-[38](#i666d5b1bcefe4159bb4ef878a11bd2e3_235)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i4fdbad511df349818d67f496becc5898_229)] [added: Flows](#i666d5b1bcefe4159bb4ef878a11bd2e3_241)] | | | [removed: F-[40](#i4fdbad511df349818d67f496becc5898_229)] [added: F-[39](#i666d5b1bcefe4159bb4ef878a11bd2e3_241)] | | |

| [Consolidated Statements of [removed: Equity](#i4fdbad511df349818d67f496becc5898_232)] [added: Equity](#i666d5b1bcefe4159bb4ef878a11bd2e3_244)] | | | [removed: F-[42](#i4fdbad511df349818d67f496becc5898_232)] [added: F-[41](#i666d5b1bcefe4159bb4ef878a11bd2e3_244)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i4fdbad511df349818d67f496becc5898_238)] [added: Statements](#i666d5b1bcefe4159bb4ef878a11bd2e3_250)] | | | [removed: F-[43](#i4fdbad511df349818d67f496becc5898_238)] [added: F-[42](#i666d5b1bcefe4159bb4ef878a11bd2e3_250)] | | |

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#i4fdbad511df349818d67f496becc5898_343)] [added: Reporting](#i666d5b1bcefe4159bb4ef878a11bd2e3_358)] | | | [removed: F-[88](#i4fdbad511df349818d67f496becc5898_343)] [added: F-[87](#i666d5b1bcefe4159bb4ef878a11bd2e3_358)] | | |

We conduct our business through [removed: wholly and majority owned] [added: wholly-and majority-owned] subsidiaries as well as businesses in which we own less than a majority or a non-controlling interest, including consolidated variable interest entities and investments accounted for by the equity method.

We recognize our equity in the net earnings or losses relating to MWSPC on a one-quarter reporting lag in our Consolidated Statements of [removed: Earnings (Loss).][added: Earnings.]

See Note [removed: 24] [added: 25] of the Consolidated Financial Statements in this [removed: report] [added: Form 10-K] for segment results.

The [removed: primary feedstock] [added: product price] for [removed: producing] ammonia is [removed: natural gas, and costs for ammonia are] generally highly dependent on the supply and demand balance for ammonia.

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

During [removed: 2021,] [added: 2022,] the contract has provided an advantage over pricing in the spot market.

In addition to producing phosphate rock, Mosaic Fertilizantes purchases [removed: phosphates,] [added: phosphate,] potash and nitrogen products which are either used to produce blended crop nutrients (“Blends”) or for resale.

[removed: Mining has] [added: We have] now transitioned [added: mining] to the K3 mine [removed: shaft] [added: shaft,] which [removed: is expected to be in full] [added: has replaced] production [removed: in] [added: from] the [removed: first quarter of 2022.][added: K1 and K2 shafts.]

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should also be read in conjunction with the narrative description of our business in Item 1, and the risk factors described in Item 1A, of Part I of this [removed: annual report] [added: Annual Report] on Form [removed: 10-K,] [added: 10-K (“Form 10-K”),] and our Consolidated Financial Statements, accompanying notes and other information listed in the accompanying Financial Table of Contents.

| /s/ Russell A. Flugel | | | | | | Vice President—Controller and Chief Accounting Officer (principal accounting officer) | | | | | | February 23, 2023 | | |

| Russell A. Flugel | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | February 23, 2023 | | |

| * | | | | | | Director | | | | | | February 23, 2023 | | |

| * | | | | | | Director | | | | | | February 23, 2023 | | |

| * | | | | | | Director | | | | | | February 23, 2023 | | |

| * | | | | | | Director | | | | | | February 23, 2023 | | |

| * | | | | | | Director | | | | | | February 23, 2023 | | |

| João Roberto Gonçalves Teixeira | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | February 23, 2023 | | |

| * | | | | | | Director | | | | | | February 23, 2023 | | |

| *By: | | | | | | /s/ Philip E. Bauer | | |

| | | | | | | Philip E. Bauer Attorney-in-Fact | | |

| [Introduction](#i666d5b1bcefe4159bb4ef878a11bd2e3_142) | | | F-[2](#i666d5b1bcefe4159bb4ef878a11bd2e3_142) | | |

| [Results of Operations](#i666d5b1bcefe4159bb4ef878a11bd2e3_148) | | | F-[4](#i666d5b1bcefe4159bb4ef878a11bd2e3_148) | | |

| [Overview](#i666d5b1bcefe4159bb4ef878a11bd2e3_151) | | | F-[5](#i666d5b1bcefe4159bb4ef878a11bd2e3_151) | | |

| [Phosphates](#i666d5b1bcefe4159bb4ef878a11bd2e3_154) | | | F-[8](#i666d5b1bcefe4159bb4ef878a11bd2e3_154) | | |

| [Potash](#i666d5b1bcefe4159bb4ef878a11bd2e3_157) | | | F-[10](#i666d5b1bcefe4159bb4ef878a11bd2e3_157) | | |

| [Mosaic Fertilizantes](#i666d5b1bcefe4159bb4ef878a11bd2e3_160) | | | F-[11](#i666d5b1bcefe4159bb4ef878a11bd2e3_160) | | |

| [Market Risk](#i666d5b1bcefe4159bb4ef878a11bd2e3_205) | | | F-[20](#i666d5b1bcefe4159bb4ef878a11bd2e3_205) | | |

| [Contingencies](#i666d5b1bcefe4159bb4ef878a11bd2e3_211) | | | F-[29](#i666d5b1bcefe4159bb4ef878a11bd2e3_211) | | |

| [Related Parties](#i666d5b1bcefe4159bb4ef878a11bd2e3_214) | | | F-[29](#i666d5b1bcefe4159bb4ef878a11bd2e3_214) | | |

| [Recently Issued Accounting Guidance](#i666d5b1bcefe4159bb4ef878a11bd2e3_217) | | | F-[29](#i666d5b1bcefe4159bb4ef878a11bd2e3_217) | | |

The primary feedstock for producing ammonia is natural gas.

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

Management uses the following metrics to monitor segment performance: production volume, sales volume, average finished product selling price and average cost per unit consumed.

In 2022, net earnings were negatively impacted in the aggregate by $350 million, net of tax, or $(1.03) per diluted share, related to notable items.

The most significant of which were as follows (noted on a pre-tax basis, with the exception of discrete income tax):

- Other non-operating expense of $46 million, or $(0.09) per diluted share, related to a realized loss on securities held in trusts (the “RCRA Trusts”), expense of $42 million, or $(0.09) per diluted share, related to the settlement of a pension plan, and $12 million, or $(0.02) per diluted share, related to the write-down of an investment

- Cost of goods sold impact of $39 million, or $(0.09) per diluted share, related to Hurricane Ian idle costs

- Discrete income tax expense of $26 million, or $(0.08) per diluted share

The most significant of which were as follows:

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

The Russian invasion of Ukraine in February 2022 created instability in global

commodities markets.

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

This contributed to rising fertilizer prices globally.

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

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

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

None.

[Table of Content](#i4fdbad511df349818d67f496becc5898_7)

| Oscar P. Bernardes | | | | | | | | | | | | | | |

| Luciano Siani Pires | | | | | | | | | | | | | | |

| *By: | | | | | | | | |

| | | | | | | /s/ Mark J. Isaacson | | |

| | | | | | | Mark J. Isaacson Attorney-in-Fact | | |

| [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) | | |

We entered into the agreement in late 2013, and we began purchasing under it in the second half of 2017.

We expect the agreement will provide us a competitive advantage over its term, including by providing a reliable long-term ammonia supply.

There is currently tightness in the sulfur market which we are monitoring.

At this time, we do not expect this to have a material impact on our business.

- 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”)

- Other non-operating income of $2 million, or $0.01 per diluted share, related to a realized gain on RCRA trust securities

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:

- Discrete income tax benefit of $609 million, or $1.60 per diluted share, which included the reversal of a tax valuation reserve established with the Acquisition

- Depreciation expense of $79 million, or $(0.12) per diluted share, related to the acceleration of the closure of our K1 and K2 mine shafts at our Esterhazy, Saskatchewan mine as we ramped up K3

- A change in the effective annual tax rate, creating a negative impact of $41 million, or $(0.11) per diluted share

- Other operating expenses of $35 million, or $(0.05) per diluted share, related to an increase in an environmental remediation reserve at our New Wales, FL facility

- Other operating expenses of $20 million, or $(0.03) per share, related to an increase in reserves for legal contingencies of the Acquired Business, integration costs of our North American business operations and a write-down of assets in our Mosaic Fertilizantes segment

- Idle plant costs of $13 million, or $(0.02) per diluted share, related to the government-mandated shutdown on March 16, 2020, of the Miski Mayo Mine due to the Covid-19 outbreak, which reopened on May 13, 2020

- Other operating income of $7 million, or $0.01 per diluted share, related to a legal settlement

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.

- 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.

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

*•*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.