Mosaic (MOS) 10-K risk factor changes: FY2023 vs FY2022

Our operating results are highly dependent upon and fluctuate based upon [removed: business and] [added: business,] economic [added: and other] conditions and governmental policies affecting the agricultural industry in which we or our customers operate.

The most important [removed: of these] factors are:

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

[removed: 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 U.S. affecting foreign trade and investment, including use of tariffs.

[removed: 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 [removed: initiated actions at the U.S. Court of International Trade] [added: also made claims] contesting certain aspects of [removed: the] DOC’s final determinations that, we believe, failed to capture the full extent of Moroccan and Russian [removed: phosphate fertilizer] subsidies.

Moroccan and Russian producers have [removed: also] initiated [removed: U.S. Court of International Trade actions,] [added: actions at the CIT] seeking [removed: lower cash deposit rates and revocation of] [added: to overturn] the [removed: countervailing duty] orders.

[removed: If] [added: A reversal of, or change in,] the [removed: final determinations are challenged and subsequently reversed,] [added: ITC’s or DOC’s prior determination in] the [removed: results] [added: CVD investigations] could have an adverse effect on our business, [removed: and/or our] financial condition or operating results.

[removed: The Covid-19 pandemic may] [added: Pandemics, epidemics or other health outbreaks could] materially adversely affect our business operations and financial condition.

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

[removed: Other effects] [added: The full impact] of [removed: the Covid-19 pandemic that are not currently foreseeable] [added: another public health event depends on various factors any of which] could materially increase our costs, negatively impact our revenue and/or adversely impact our results of operations and liquidity, possibly to a significant degree.

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

Our production costs have [removed: 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.

In contrast, we [removed: and other crop nutrient producers] generally produce our products throughout the year.

As a result, we [removed: and/or] [added: and] our customers generally build inventories during the low demand periods of the year in order to provide timely product availability during the peak sales seasons.

If seasonal demand exceeds our projections, we will not have enough [removed: product and our customers may acquire products from our competitors,] [added: product,] which would negatively impact our profitability.

[removed: The cost of delivery is] [added: Delivery costs are] a significant factor in the total cost to [removed: customers and farmers of crop nutrients.][added: customers.]

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

A disruption [removed: to] [added: at] our production, distribution or terminaling facilities could have a material adverse impact on our business.

Any disruption of operations at any [removed: one] of these facilities [removed: has the possibility of] [added: may] significantly negatively [removed: affecting] [added: affect] our production or our ability to distribute our products.

Examples of the types of events that could [removed: result] [added: result, and have resulted,] in a disruption at [removed: 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 [added: 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 the U.S. and Canada [removed: could result] [added: could, and have resulted in, the past,] in decreased availability of molten sulfur, which could increase costs of sulfur procurement or decrease availability of sulfur needed in our phosphate fertilizer production operations.

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

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

Fertilizer is a key input for production of our [added: blended] finished [removed: goods.][added: goods products.]

[removed: For 2022,] [added: In 2023,] we derived approximately [removed: 75%] [added: 66%] 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:

- [removed: unexpected] [added: unpredictable] changes in regulatory environments;

- increased government [removed: ownership and] regulation of the economy in the countries we serve;

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

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

There remain numerous social conflicts that exist within the natural resource [added: extraction] sector in [removed: Peru.][added: Peru, and there is potential for active protests against natural resource extraction companies.]

Adverse weather conditions, including [removed: the impact of] hurricanes, and excess heat, cold, snow, rainfall and drought, have in the past, and may in the future, adversely affect our operations, and result in increased costs, decreased sales or production and potential liabilities.

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

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

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

If [removed: excess rainfall or hurricanes occur] [added: adverse weather occurs] in coming years, our facilities may be required to take additional measures to manage process water to comply with existing or future requirements and these measures could potentially have a material effect on our business and financial condition.

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

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

The impact of climate change on our operations and those of our customers [removed: and farmers] remains uncertain.

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

[removed: Severe] climate change could impact our costs and operating activities, the location and cost of global grain and oilseed production, and the supply and demand for grains and oilseeds.

The international market for crop nutrients is influenced by such

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In 2021, the DOC issued CVD orders on imports of phosphate fertilizers from Morocco and Russia, in response to petitions filed by Mosaic.

The orders were based on DOC’s determination that the imports were unfairly subsidized, and the U.S. International Trade Commission’s determination that the imports materially injure the U.S. phosphate fertilizer industry.

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

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

These litigation challenges remain underway.

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

The CIT is now reviewing these remand determinations.

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

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

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

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

Mosaic, foreign producers, and a U.S. importer have appealed these decisions to the CIT.

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

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

These disruptions could arise due to the spread of the outbreak and/or from measures to contain or mitigate it such as quarantines and extended closures of businesses mandated by government authorities.

For example, the Covid-19 pandemic adversely affected our businesses in multiple ways, including by creating short-term labor shortages, due to illness, and transportation issues, such as trucking delays and port congestion, which slowed delivery of inputs to our facilities and products to our end customers.

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Changes in

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For example, the Mississippi River was in drought condition for parts of 2022 and 2023, affecting barge movement on the river.

Severe

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Geologic features may affect the integrity of our impoundments, particularly in central Florida.

Our efforts to deploy new technologies to identify and repair features to mitigate impacts and risk may not be successful, adversely impacting our operations or could cause us to incur significant costs.

Our business operations rely on our information systems and any material disruption or slowdown of our systems could cause operational delays or loss of revenue.

We depend on information systems to, among other things, manage our inventory, process transactions, operate our websites, purchase and ship goods on a timely basis, and maintain cost-effective operations.

We have invested significant capital and expect future capital expenditures associated with the implementation and integration of our information technology systems across our businesses.

This process involves the replacement and consolidation of technology platforms, resulting in operational efficiencies and reduced costs.

Our inability to effectively implement or convert our operations to the new systems could cause delays in product fulfillment and reduced efficiency in our operations and could have a material impact on our financial condition or operating results.

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with all material environmental laws at all times.

“Legal Proceedings”.

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

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

In 2020, we filed petitions with the DOC and 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 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 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.

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 some instances, the pandemic has impacted our business.

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

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as trucking delays and port congestion which are slowing delivery of inputs to facilities and products to end customers.

At this time, the Company has only experienced limited adverse financial and operational Covid-19 related conditions.

We cannot predict the severity or duration of any such impacts.

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.

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

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

If our safety procedures are not effective, an accident involving our ammonia operations could result in serious injuries or death, or result in the shutdown of our facilities.

In some cases, we comply through the satisfaction of applicable state financial strength tests.

Some of them, such as letters of credit, also use a portion of our available liquidity.

Other alternative means of financial assurance, such as surety bonds, generally require us to obtain a discharge of the bonds or to post additional collateral (typically in the form of cash or letters of credit) at the request of the issuer of the bonds.

Collateral that is required may be in forms that utilize a portion of our available liquidity, or in the form of assets such as real estate, which reduces our flexibility to manage or sell assets.

In May 2017, the U.S. announced that the it would withdraw from the Paris Agreement.

In January 2021, the U.S. rejoined.

and beyond.

In addition, certain of our products sold to China may be subject to additional tariffs due to ongoing trade tensions between China and the U.S..

We have significant ongoing strategic initiatives, including our plans to expand the annual production capacity of our potash business and MWSPC.

In 2018, U.S. federal tax law changes took effect.

This was a significant change to the U.S. system of taxation resulting in numerous areas open to interpretation given the newness and breadth of changes to the rules.

As a result, risk exists related to developing interpretation and application of the rules that could result in higher taxes which could materially adversely affect our operating results and financial condition.

We have included a discussion about market risks under “Market Risk” in the Management’s Analysis that is included in this report in Part II, Item [removed: 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.][added: 7.]

“Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

We have other production, blending or distribution operations in Brazil, China, India and Paraguay, as well as [removed: a strategic] [added: an] equity investment in a joint venture that operates a phosphate rock mine and chemical complexes in the Kingdom of Saudi Arabia.

Intersegment eliminations, unrealized mark-to-market gains/losses on derivatives, debt expenses, [removed: Streamsong Resort® results of operations,] and the results of the China and India distribution businesses are included within Corporate, Eliminations and Other.

The following charts show the respective contributions to [removed: 2022] [added: 2023] sales volumes, net sales and gross margin for each of our business segments in effect at December 31, [removed: 2022:][added: 2023:]

[removed: ][added: ]

We also account for approximately [removed: 14%] [added: 13%] of estimated global annual potash production.

We account for approximately [removed: 69%] [added: 80%] of estimated North American annual production of concentrated phosphate crop nutrients.

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

Business Developments during [removed: 2022][added: 2023]

[removed: - During 2022,] [added: In 2023,] we repurchased [removed: 30,810,173] [added: 16,879,059] shares of Common Stock in the open market for approximately [removed: $1.7 billion.][added: $748 million.]

[removed: -] In the [removed: first] [added: fourth] quarter of [removed: 2022,] [added: 2023,] our Board of Directors approved a regular dividend increase to [removed: $0.60] [added: $0.84] per share annually from [removed: $0.45,] [added: $0.80,] beginning with the [removed: second quarter of 2022.][added: dividend declared in December 2023.]

- In [removed: November 2022,] [added: 2023,] we paid the outstanding balance of [removed: $550] [added: $900] million on our [removed: 3.25%] [added: 4.25%] senior notes, due November 15, [removed: 2022,] [added: 2023,] without premium or penalty.

[removed: On] [added: *•*In] January [removed: 12,] 2023, we completed the sale of the Streamsong Resort® (the “Resort”) and [added: the] approximately 7,000 acres [removed: of land] on which it sits for [removed: a purchase price] [added: net proceeds] of [removed: $160] [added: $158] million.

[removed: Also, in February 2023,] [added: - In] the [added: first quarter of 2023, our] Board of Directors approved a special dividend of $0.25 per share to be distributed in [removed: March, 2023] [added: March] to our stockholders of record as of March 15, 2023.

We have included additional information about these and other developments in our business during [removed: 2022] [added: 2023] 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.

[added: 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”).

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

[removed: ][added: ]

Our U.S. P2O5 production totaled approximately 3.0 million tonnes during [removed: 2022.][added: 2023.]

Our U.S. operations account for approximately [removed: 7%] [added: 6%] of estimated global annual production and [removed: 50%] [added: 54%] of estimated North American annual output.

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

Annual capacity by plant as of December 31, [removed: 2022] [added: 2023] and production volumes by plant for [removed: 2022] [added: 2023] are listed below:

| Bartow | | | | | | 1.1 | | | | | | 0.8 | | | | | | 2.5 | | | | | | [removed: 1.8] [added: 1.9] | | |

| New Wales | | | | | | 1.7 | | | | | | 1.1 | | | | | | 4.0 | | | | | | [removed: 2.5] [added: 2.4] | | |

| Riverview | | | | | | 0.9 | | | | | | [removed: 0.6] [added: 0.7] | | | | | | 1.8 | | | | | | [removed: 1.3] [added: 1.4] | | |

| Faustina | | | | | | — | | | | | | — | | | | | | 1.6 | | | | | | [removed: 1.1] [added: 0.9] | | |

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

| [removed: | | |] [added: Araxá] | | | [removed: 0.8] | | | [added: —] | | | [removed: 0.5] | | | [added: —] | | | [removed: 1.6] | | | [added: 1.1] | | | [removed: 1.1] [added: 0.8] | | |

| Total | | | | | | 4.5 | | | | | | 3.0 | | | | | | 9.9 | | | | | | [removed: 6.7] [added: 6.6] | | |

We produced approximately [removed: 6.3] [added: 6.2] million tonnes of concentrated phosphate crop nutrients during [removed: 2022] [added: 2023] and accounted for approximately [removed: 69%] [added: 80%] of estimated North American annual production.

Our Florida phosphate rock mines produced approximately [removed: 10.5] [added: 10.0] million tonnes in [removed: 2022] [added: 2023] and accounted for approximately 47% of estimated North American annual production.

[removed: We are the world’s second largest miner of phosphate rock (excluding China) and currently] operate four mines in North America with a combined annual capacity of approximately 18.0 million tonnes.

Additionally, we own 75% of the Miski Mayo Mine, which has an annual capacity of [removed: 4.0] [added: 4.8] million tonnes.

During [removed: 2022,] [added: 2023,] we operated three active mines in Florida: Four Corners, South Fort Meade and Wingate.

[removed: “Properties”] [added: Properties”] for a discussion of our phosphate mining properties, including processing methods, facilities, production and summaries of our mineral resources and reserves, both in the aggregate and for our individual material phosphate mining properties.

Ammonia operations commenced in late 2016 and on December 1, 2018, MWSPC commenced commercial operations of the phosphate plant, thereby bringing the entire project to the commercial production [removed: phase.][added: phase and an annual production capacity of 3.0 million tonnes.]

Actual phosphate production was [removed: 2.6] [added: 3.1] million tonnes in [removed: 2022.][added: 2023.]

We purchased approximately [removed: 3.4] [added: 3.3] million long tons of sulfur during [removed: 2022.][added: 2023.]

We also lease terminal space in [removed: Tampa, Florida and Galveston and] Beaumont, Texas.

We consumed approximately 1.0 million tonnes of ammonia during [removed: 2022.][added: 2023.]

Ammonia for our [removed: Bartow and Riverview] [added: Florida] plants is terminaled through owned ammonia facilities at the Port of Tampa and Port Sutton, Florida.

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The sale resulted in a gain of $57 million.

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

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

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

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

The term loan matures on May 18, 2033.

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

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

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

- In 2021, the U.S. Department of Commerce (“DOC”) issued countervailing duty (“CVD”) orders on imports of phosphate fertilizers from Morocco and Russia, in response to petitions filed by Mosaic.

The orders were based on DOC's determination that the imports were unfairly subsidized and the U.S. International Trade Commission's (“ITC”) determination that the imports materially injure the U.S. fertilizer industry.

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

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

Moroccan and Russian producers have initiated actions at the U.S. Court of International Trade (“CIT”) seeking to overturn the orders.

Mosaic has also made claims contesting certain aspects of DOC’s final determinations that, we

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believe, failed to capture the full extent of Moroccan and Russian subsidies.

These litigation challenges remain underway.

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

The CIT is now reviewing these remand determinations.

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

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

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

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

Mosaic, foreign producers, and a U.S. importer have appealed these decisions to the CIT.

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

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

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| | | | | | | 3.7 | | | | | | 2.6 | | | | | | 8.3 | | | | | | 5.7 | | |

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

We are the world’s second largest miner of phosphate rock (excluding China) and currently

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See “Item 2.

We own and operate sulfur terminals in Riverview and Tampa, Florida, along with Galveston, Texas and Faustina, Louisiana.

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In certain circumstances, we source ammonia from alternative sources to receive at Faustina.

These landholdings give Mosaic access to phosphate rock reserves and exist as fee simple, mining agreements or mineral rights.

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

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

*•*In the first quarter of 2022, our Board of Directors approved the establishment of a new $1.0 billion share repurchase authorization, which was completed in the second quarter of 2022.

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

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.

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

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.

In addition, we measure natural gas, a raw material

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

Phosphate production will ramp-up until it reaches an expected 3.0 million tonnes in annual production capacity.

We own and operate a sulfur terminal in Riverview, Florida.

In addition, we own Gulf Sulphur Services Ltd., LLLP (“Gulf Sulphur Services”), which operates a sulfur transportation and terminaling business in the Gulf of Mexico, and handles these functions for a substantial portion of our Florida sulfur volume.

Ammonia for our New Wales plant is terminaled through another ammonia facility owned and operated by a third party at Port Sutton, Florida pursuant to an agreement that provides for service through 2022, with automatic renewal for an additional two-year period unless either party terminates, as provided in the agreement.

We expect a majority of the ammonia purchased under the CF Ammonia Supply Agreement to be received by barge at the Port of Tampa and delivered to our Florida facilities as described in the preceding paragraph.

In addition, under certain circumstances we are permitted to receive ammonia at Faustina under the CF Ammonia Supply Agreement.

For example, we developed Streamsong Resort® (the “Resort”), a destination resort and conference center, 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.

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.

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.


| Totals | | | 13.7 | | | | | | 11.2 | | | | | | | | | | | | | | | 9.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Alternatively, Canpotex members may elect to rely on an independent engineering firm and approved protocols to calculate their proven peaking capacity.

(g)In June, 2021, we permanently ceased operations at the K1 and K2 mine shafts.

The annual operational capacity of Esterhazy has remained consistent following the K1 and K2 closures as capacity from the K3 mine shafts has replaced K1 and K2.

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

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

agricultural regions.

We also sell approximately 25% of Miski Mayo Mine production to third parties.

As of December 31, 2022:

| Brazil | | | 5,710 | | | | | | 1,174 | | | | | | 6,884 | | |

| United States | | | 3,206 | | | | | | 603 | | | | | | 3,809 | | |

| Canada | | | 1,630 | | | | | | 288 | | | | | | 1,918 | | |

| Peru | | | 623 | | | | | | 68 | | | | | | 691 | | |

| China | | | 103 | | | | | | 48 | | | | | | 151 | | |

| Total | | | 11,368 | | | | | | 2,202 | | | | | | 13,570 | | |

*Employee Health and Safety*–safety is non-negotiable.

replace talent related to retirement and succession.

Each year, we invest an average of $15 million.

*Countervailing Duty [removed: Petitions*.][added: Orders*.]

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

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

Moroccan and Russian producers have [removed: also] initiated [added: actions at the] U.S. Court of International Trade [removed: actions,] [added: (*“*CIT*”*)] seeking [removed: lower cash deposit rates and revocation of] [added: to overturn] the [removed: countervailing duty] orders.

*The South Pasture [removed: Extension] Mine [removed: Litigation.*] [added: – Hardee County Enforcement Action.*] On January 8, 2020, [removed: the] Hardee County [removed: Mining Coordinator] issued a Notice of Violation (“NOV”) for [added: Mosaic’s delay in meeting] the [removed: failure by Mosaic to proceed with] [added: required] reclamation [removed: of] [added: schedule for] two designated reclamation units within the South Pasture [removed: Mine footprint.][added: Mine.]

[removed: On March 10, 2020, Mosaic filed an] [added: Acting on Mosaic’s] “Application for Waiver and Reclamation Schedule [removed: Extension” to secure] [added: Extension,” in May 2020, the Hardee County] Board of County Commissioners [removed: (“BOCC”) approval] [added: approved: (1) a waiver] of [removed: extended] [added: the applicable] reclamation deadlines [removed: for] [added: of] the South Pasture [removed: Mine.][added: Development Order and Land Development Code; (2) an alternative reclamation schedule; and (3) a settlement agreement that resolved the NOV.]

Mosaic [removed: has satisfied] [added: timely paid] the [removed: payment obligation of] [added: civil penalty required by] the settlement agreement and continues to implement the [added: approved] alternative reclamation schedule, as required.

Monitoring programs [removed: have been put] [added: are] in place to ensure continued compliance with the [removed: waiver] [added: Waiver] and settlement agreement.

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

In April 2021, the U.S. Department of Commerce (*“*DOC*”*) issued countervailing duty (*“*CVD”) orders on imports of phosphate fertilizers from Morocco and Russia, in response to petitions filed by Mosaic.

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

These litigation challenges remain underway.

Most recently, in July and September 2023, the CIT issued three remand rulings – one addressing DOC’s determination in the CVD investigation of phosphate fertilizers from Russia, one addressing DOC’s determination in the CVD investigation of phosphate fertilizers from Morocco, and one addressing the U.S. International Trade Commission’s determination in

antidumping and countervailing duty investigations of phosphate fertilizers from Russia and Morocco – instructing the agencies to reconsider certain aspects of the rulings that were the basis for issuing the CVD orders.

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

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

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

These determinations are subject to appeal to the CIT.

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

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

The delay resulted from idling the South Pasture beneficiation plant in 2018; because the plant was idled, no sand was available for reclamation activities.

In late March 2023, the court denied Mosaic's motions to dismiss, and discovery now is underway.

We negotiated a Consent Agreement and Final Order (“CAFO”) with the agency that was filed on January 30, 2024.

The CAFO requires a penalty payment of $217,085 and the completion of two supplemental environmental projects: (1) installation of ammonia monitors and monitoring at the plant for a period of two years and (2) donation of two generators to the St. James Parish Department of Emergency Preparedness.

In 2020, we filed petitions with the DOC and the ITC that requested the initiation of countervailing duty investigations into imports of phosphate fertilizers from Morocco and Russia.

On February 16, 2021, the DOC made final affirmative determinations that countervailable subsidies were being provided by those governments.

On March 11, 2021, 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 challenge before U.S. federal courts and the World Trade Organization.

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

These two reclamation units comprise 166 acres of mined lands.

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

Through the NOV, the county requested that Mosaic submit a revised reclamation plan and schedule to demonstrate when initial reclamation activities would be completed for the two reclamation units identified in the NOV.

The delay in meeting the required reclamation schedule at the two reclamation units is tied to the idling and eventual shutdown of the Plant City fertilizer plant and the idling of the South Pasture Mine beneficiation plant.

The Plant City Facility was first idled in late 2017.

In June 2019, Mosaic announced that the Plant City Facility would be closed permanently.

Given the relationship between the Plant City fertilizer plant and the South Pasture beneficiation plant, and facing adverse market conditions, Mosaic idled the South Pasture beneficiation plant in September 2018.

Idling that plant 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 backfilling reclamation at the South Pasture Mine, and specifically, the two reclamation units identified in the county’s January 8, 2020 NOV.

To obtain waiver relief from the BOCC, a quasi-judicial hearing would be required.

Extensive negotiations between Mosaic and county legal and technical staff resulted in an agreement that involved two separate but related actions: (1) secure a waiver and reclamation schedule extension through formal action by the BOCC at a quasi-judicial public hearing; and (2) enter into a settlement agreement that would require payment of a civil penalty by Mosaic for the non-compliance in meeting the required reclamation deadlines of the South Pasture Mine Development Order and the County Mining Ordinance.

The settlement agreement would also be presented and acted upon at a formal public hearing before the BOCC.

On May 7, 2020, a quasi-public judicial hearing was held before the Hardee County BOCC.

At that hearing, the BOCC voted unanimously to issue a waiver of the applicable reclamation deadlines of the South Pasture Development Order and the

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

The waiver also included a negotiated alternative reclamation schedule that extends the deadline for completion of reclamation until the end of 2023.

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

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

We intend to continue discussions with the agency.

For the year ended December 31, [removed: 2022][added: 2023]

As of June 30, [removed: 2022,] [added: 2023,] 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: $14.8] [added: $11.6] 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: 336,486,715] [added: 321,688,938] shares of Common Stock as of February [removed: 17, 2023.][added: 16, 2024.]

1.Portions of the registrant’s definitive proxy statement to be delivered in conjunction with the [removed: 2023] [added: 2024] Annual Meeting of Stockholders (Part III)

[removed: 2022] [added: 2023] ANNUAL REPORT ON FORM 10-K CONTENTS

| Item 1. | | | [removed: [Business](#i666d5b1bcefe4159bb4ef878a11bd2e3_13)] [added: [Business](#i4bb65b32acc5401b8b03578a9bb083dd_13)] | | | [removed: [1](#i666d5b1bcefe4159bb4ef878a11bd2e3_13)] [added: [1](#i4bb65b32acc5401b8b03578a9bb083dd_13)] | | |

| | | | *•* *[Business Segment [removed: Information](#i666d5b1bcefe4159bb4ef878a11bd2e3_19)*] [added: Information](#i4bb65b32acc5401b8b03578a9bb083dd_19)*] | | | [removed: [3](#i666d5b1bcefe4159bb4ef878a11bd2e3_19)] [added: [3](#i4bb65b32acc5401b8b03578a9bb083dd_19)] | | |

| | | | *•* *[Sales and Distribution [removed: Activities](#i666d5b1bcefe4159bb4ef878a11bd2e3_34)*] [added: Activities](#i4bb65b32acc5401b8b03578a9bb083dd_34)*] | | | [removed: [14](#i666d5b1bcefe4159bb4ef878a11bd2e3_34)] [added: [14](#i4bb65b32acc5401b8b03578a9bb083dd_34)] | | |

| | | | *•* *[Factors Affecting [removed: Demand](#i666d5b1bcefe4159bb4ef878a11bd2e3_40)*] [added: Demand](#i4bb65b32acc5401b8b03578a9bb083dd_40)*] | | | [removed: [17](#i666d5b1bcefe4159bb4ef878a11bd2e3_40)] [added: [17](#i4bb65b32acc5401b8b03578a9bb083dd_40)] | | |

| | | | *•* *[Other [removed: Matters](#i666d5b1bcefe4159bb4ef878a11bd2e3_43)*] [added: Matters](#i4bb65b32acc5401b8b03578a9bb083dd_43)*] | | | [removed: [17](#i666d5b1bcefe4159bb4ef878a11bd2e3_43)] [added: [17](#i4bb65b32acc5401b8b03578a9bb083dd_43)] | | |

| | | | *•* *[Executive [removed: Officers](#i666d5b1bcefe4159bb4ef878a11bd2e3_49)*] [added: Officers](#i4bb65b32acc5401b8b03578a9bb083dd_49)*] | | | [removed: [20](#i666d5b1bcefe4159bb4ef878a11bd2e3_49)] [added: [20](#i4bb65b32acc5401b8b03578a9bb083dd_49)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i666d5b1bcefe4159bb4ef878a11bd2e3_52)] [added: Factors](#i4bb65b32acc5401b8b03578a9bb083dd_52)] | | | [removed: [22](#i666d5b1bcefe4159bb4ef878a11bd2e3_52)] [added: [21](#i4bb65b32acc5401b8b03578a9bb083dd_52)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i666d5b1bcefe4159bb4ef878a11bd2e3_55)] [added: Comments](#i4bb65b32acc5401b8b03578a9bb083dd_55)] | | | [removed: [35](#i666d5b1bcefe4159bb4ef878a11bd2e3_55)] [added: [34](#i4bb65b32acc5401b8b03578a9bb083dd_55)] | | |

| Item 2. | | | [removed: [Properties](#i666d5b1bcefe4159bb4ef878a11bd2e3_58)] [added: [Properties](#i4bb65b32acc5401b8b03578a9bb083dd_58)] | | | [removed: [36](#i666d5b1bcefe4159bb4ef878a11bd2e3_58)] [added: [36](#i4bb65b32acc5401b8b03578a9bb083dd_58)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i666d5b1bcefe4159bb4ef878a11bd2e3_73)] [added: Proceedings](#i4bb65b32acc5401b8b03578a9bb083dd_73)] | | | [removed: [85](#i666d5b1bcefe4159bb4ef878a11bd2e3_73)] [added: [86](#i4bb65b32acc5401b8b03578a9bb083dd_73)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i666d5b1bcefe4159bb4ef878a11bd2e3_76)] [added: Disclosures](#i4bb65b32acc5401b8b03578a9bb083dd_76)] | | | [removed: [86](#i666d5b1bcefe4159bb4ef878a11bd2e3_76)] [added: [87](#i4bb65b32acc5401b8b03578a9bb083dd_76)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i666d5b1bcefe4159bb4ef878a11bd2e3_82)] [added: Securities](#i4bb65b32acc5401b8b03578a9bb083dd_82)] | | | [removed: [87](#i666d5b1bcefe4159bb4ef878a11bd2e3_82)] [added: [88](#i4bb65b32acc5401b8b03578a9bb083dd_82)] | | |

| Item 6. | | | [removed: [Reserved](#i666d5b1bcefe4159bb4ef878a11bd2e3_85)] [added: [Reserved](#i4bb65b32acc5401b8b03578a9bb083dd_85)] | | | [removed: [88](#i666d5b1bcefe4159bb4ef878a11bd2e3_85)] [added: [89](#i4bb65b32acc5401b8b03578a9bb083dd_85)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i666d5b1bcefe4159bb4ef878a11bd2e3_88)] [added: Operations](#i4bb65b32acc5401b8b03578a9bb083dd_88)] | | | [removed: [88](#i666d5b1bcefe4159bb4ef878a11bd2e3_88)] [added: [89](#i4bb65b32acc5401b8b03578a9bb083dd_88)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i666d5b1bcefe4159bb4ef878a11bd2e3_91)] [added: Risk](#i4bb65b32acc5401b8b03578a9bb083dd_91)] | | | [removed: [88](#i666d5b1bcefe4159bb4ef878a11bd2e3_91)] [added: [89](#i4bb65b32acc5401b8b03578a9bb083dd_91)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i666d5b1bcefe4159bb4ef878a11bd2e3_94)] [added: Data](#i4bb65b32acc5401b8b03578a9bb083dd_94)] | | | [removed: [88](#i666d5b1bcefe4159bb4ef878a11bd2e3_94)] [added: [89](#i4bb65b32acc5401b8b03578a9bb083dd_94)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosures](#i666d5b1bcefe4159bb4ef878a11bd2e3_97)] [added: Disclosures](#i4bb65b32acc5401b8b03578a9bb083dd_97)] | | | [removed: [88](#i666d5b1bcefe4159bb4ef878a11bd2e3_97)] [added: [89](#i4bb65b32acc5401b8b03578a9bb083dd_97)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i666d5b1bcefe4159bb4ef878a11bd2e3_100)] [added: Procedures](#i4bb65b32acc5401b8b03578a9bb083dd_100)] | | | [removed: [88](#i666d5b1bcefe4159bb4ef878a11bd2e3_100)] [added: [89](#i4bb65b32acc5401b8b03578a9bb083dd_100)] | | |

| Item 9B. | | | [Other [removed: Information](#i666d5b1bcefe4159bb4ef878a11bd2e3_103)] [added: Information](#i4bb65b32acc5401b8b03578a9bb083dd_103)] | | | [removed: [89](#i666d5b1bcefe4159bb4ef878a11bd2e3_103)] [added: [90](#i4bb65b32acc5401b8b03578a9bb083dd_103)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i666d5b1bcefe4159bb4ef878a11bd2e3_109)] [added: Governance](#i4bb65b32acc5401b8b03578a9bb083dd_109)] | | | [removed: [90](#i666d5b1bcefe4159bb4ef878a11bd2e3_109)] [added: [91](#i4bb65b32acc5401b8b03578a9bb083dd_109)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i666d5b1bcefe4159bb4ef878a11bd2e3_112)] [added: Compensation](#i4bb65b32acc5401b8b03578a9bb083dd_112)] | | | [removed: [90](#i666d5b1bcefe4159bb4ef878a11bd2e3_112)] [added: [91](#i4bb65b32acc5401b8b03578a9bb083dd_112)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i666d5b1bcefe4159bb4ef878a11bd2e3_115)] [added: Matters](#i4bb65b32acc5401b8b03578a9bb083dd_115)] | | | [removed: [90](#i666d5b1bcefe4159bb4ef878a11bd2e3_115)] [added: [91](#i4bb65b32acc5401b8b03578a9bb083dd_115)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i666d5b1bcefe4159bb4ef878a11bd2e3_118)] [added: Independence](#i4bb65b32acc5401b8b03578a9bb083dd_118)] | | | [removed: [90](#i666d5b1bcefe4159bb4ef878a11bd2e3_118)] [added: [91](#i4bb65b32acc5401b8b03578a9bb083dd_118)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i666d5b1bcefe4159bb4ef878a11bd2e3_121)] [added: Services](#i4bb65b32acc5401b8b03578a9bb083dd_121)] | | | [removed: [90](#i666d5b1bcefe4159bb4ef878a11bd2e3_121)] [added: [91](#i4bb65b32acc5401b8b03578a9bb083dd_121)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i666d5b1bcefe4159bb4ef878a11bd2e3_127)] [added: Schedules](#i4bb65b32acc5401b8b03578a9bb083dd_127)] | | | [removed: [91](#i666d5b1bcefe4159bb4ef878a11bd2e3_127)] [added: [92](#i4bb65b32acc5401b8b03578a9bb083dd_127)] | | |

| Item 16. | | | [Annual Report [removed: o](#i666d5b1bcefe4159bb4ef878a11bd2e3_130)[n](#i666d5b1bcefe4159bb4ef878a11bd2e3_130) [Form] [added: on Form] 10-K [removed: Summary](#i666d5b1bcefe4159bb4ef878a11bd2e3_130)] [added: Summary](#i4bb65b32acc5401b8b03578a9bb083dd_130)] | | | [removed: [97](#i666d5b1bcefe4159bb4ef878a11bd2e3_130)] [added: [98](#i4bb65b32acc5401b8b03578a9bb083dd_130)] | | |

| [removed: [Signatures](#i666d5b1bcefe4159bb4ef878a11bd2e3_133)] [added: [Signatures](#i4bb65b32acc5401b8b03578a9bb083dd_133)] | | | | | | [removed: S-[1](#i666d5b1bcefe4159bb4ef878a11bd2e3_133)] [added: S-[1](#i4bb65b32acc5401b8b03578a9bb083dd_133)] | | |

| [Financial Table of [removed: Contents](#i666d5b1bcefe4159bb4ef878a11bd2e3_136)] [added: Contents](#i4bb65b32acc5401b8b03578a9bb083dd_136)] | | | | | | [removed: F-[1](#i666d5b1bcefe4159bb4ef878a11bd2e3_136)] [added: F-[1](#i4bb65b32acc5401b8b03578a9bb083dd_136)] | | |

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

| | | | *•* *[Overview](#i4bb65b32acc5401b8b03578a9bb083dd_16)* | | | [1](#i4bb65b32acc5401b8b03578a9bb083dd_16) | | |

| | | | *•* *[Competition](#i4bb65b32acc5401b8b03578a9bb083dd_37)* | | | [15](#i4bb65b32acc5401b8b03578a9bb083dd_37) | | |

| Item 1C. | | | [Cybersecurity](#i4bb65b32acc5401b8b03578a9bb083dd_3216) | | | [34](#i4bb65b32acc5401b8b03578a9bb083dd_55) | | |

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

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

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

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

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

Risk Management and Strategy

As a global company, we utilize and rely upon information technology systems in many aspects of our business, including internal and external communications and the management of our accounting, financial, production and supply chain functions.

As we become more dependent on information technologies to conduct our operations, and as the number and sophistication of cyberattacks increase, the risks associated with cybersecurity increase.

Failure to effectively anticipate, prevent, detect, and recover from the increasing number and sophistication of cyberattacks could have a material adverse

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

effect on our results of operations or financial condition.

To our knowledge, we have not experienced any material cybersecurity incidents of our technology systems.

Mosaic’s cybersecurity program is comprised of people, processes, and technology that are designed to adequately protect the confidentiality, integrity, and availability of information technology systems and data.

Mosaic has strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk awareness.

This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level.

We have a Governance Risk and Compliance team which is a dedicated team within the cybersecurity department that focuses on identifying and mitigating cybersecurity and compliance risk.

The team works closely with the Information Technology department to continuously evaluate and address cybersecurity risks in alignment with our business objectives and operational needs.

Our Enterprise Risk Management committee, which is comprised of members from our executive leadership team, reviews and evaluates key risks identified through cybersecurity risk management processes.

Mosaic develops and continues to refine mitigation plans that adhere to industry best practices.

Regularly, Mosaic engages external vendors to provide independent insight to overall cybersecurity program effectiveness and to assist with evaluating response preparedness.

As part of our third-party risk oversight, we regularly review the vendor's ratings and conduct assessments and interviews with their personnel.

The results are then reported to leaders in the Information Technology department.

Governance

*Board of Director Oversight*

The Board of Directors oversees Mosaic’s Enterprise Risk Management program, and the Audit Committee is tasked with oversight of risk from cybersecurity threats.

The Board receives an annual cybersecurity update while the Audit Committee receives reports from the Chief Information Security Officer (“CISO”) and Chief Information Officer ("CIO") regularly.

The reports to the Audit Committee include updates on key performance indicators and key risk indicators, including short-term, intermediate-term and emerging risks.

The Audit Committee then briefs the Board on these matters.

Ad hoc updates occur as needed.

*Management*’*s Role in Managing Risk*

The Information Technology organization is led by the CIO who is responsible for cybersecurity and risk management, with oversight by the Audit Committee.

The cybersecurity program is overseen by the Mosaic’s CISO and supporting cybersecurity leadership, who lead teams to protect and preserve the confidentiality, integrity and continued availability of all information owned by, or in the care of, Mosaic.The CISO, along with the leadership team, possess many years of relevant Information Technology, cybersecurity, and risk management experience in the manufacturing, electric, defense, financial, and retail sectors.

Educational backgrounds include advanced degrees and certifications, such as Certified Information Systems Security Professional.

During the course of leadership team’s careers, they have built and sustained programs protecting other Fortune 500 companies, critical national infrastructure, and military defense systems.

The CIO and CISO regularly update the Board and/or the Audit Committee on cybersecurity matters and the effectiveness of the cybersecurity program.

The Board and Audit Committee also engage directly with senior leaders from the Information Technology department.

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

All [added: determinates of] mineral resources and mineral reserves have been prepared by qualified persons.

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

[removed: ][added: ]

[removed: ][added: ]

Table 2.1 shows the production tonnage and grade for all phosphate properties for [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

| Mine Property | | | Annual Operational Capacity (tonnes)(a)(b) | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | |

| Florida | | | 14.0 | | | [removed: 9.6] [added: 9.1] | | | [removed: 27.6] [added: 27.8] | | | | | | | | | [removed: 11.1] [added: 9.6] | | | [removed: 28.0] [added: 27.6] | | | | | | [removed: 12.8] [added: 11.1] | | | [removed: 28.4] [added: 28.0] | | | | | |

| Total United States | | | 14.0 | | | [removed: 9.6] [added: 9.1] | | | [removed: 27.6] [added: 27.8] | | | | | | | | | [removed: 11.1] [added: 9.6] | | | [removed: 28.0] [added: 27.6] | | | | | | [removed: 12.8] [added: 11.1] | | | [removed: 28.4] [added: 28.0] | | | | | |

| Miski Mayo (d) | | | [removed: 4.0] [added: 4.8] | | | [removed: 4.2] [added: 4.7] | | | 29.7 | | | | | | | | | 4.2 | | | [removed: 29.8] [added: 29.7] | | | | | | [removed: 3.3] [added: 4.2] | | | [removed: 29.6] [added: 29.8] | | | | | |

| Total Peru | | | [removed: 4.0] [added: 4.8] | | | [removed: 4.2] [added: 4.7] | | | 29.7 | | | | | | | | | 4.2 | | | [removed: 29.8] [added: 29.7] | | | | | | [removed: 3.3] [added: 4.2] | | | [removed: 29.6] [added: 29.8] | | | | | |

| Araxá / Patrocinio | | | [removed: 1.3] [added: 1.1] | | | 0.9 | | | [removed: 34.5] [added: 34.7] | | | | | | | | | [removed: 0.8] [added: 0.9] | | | [removed: 34.9] [added: 34.5] | | | | | | [removed: 0.9] [added: 0.8] | | | [removed: 35.0] [added: 34.9] | | | | | |

| Cajati | | | [removed: 0.6] [added: 0.5] | | | 0.3 | | | [removed: 34.3] [added: 33.7] | | | | | | | | | 0.3 | | | [removed: 34.1] [added: 34.3] | | | | | | [removed: 0.4] [added: 0.3] | | | [removed: 33.8] [added: 34.1] | | | | | |

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

| Tapira | | | [removed: 2.1] [added: 2.0] | | | [removed: 1.9] [added: 1.7] | | | [removed: 35.1] [added: 35.2] | | | | | | | | | [removed: 1.8] [added: 1.9] | | | 35.1 | | | | | | [removed: 1.9] [added: 1.8] | | | [removed: 35.3] [added: 35.1] | | | | | |

| Total Brazil | | | [removed: 5.0] [added: 4.6] | | | [removed: 4.2] [added: 3.9] | | | [removed: 34.8] [added: 34.9] | | | | | | | | | [removed: 4.0] [added: 4.2] | | | [removed: 34.9] [added: 34.8] | | | | | | [removed: 4.3] [added: 4.0] | | | [removed: 34.7] [added: 34.9] | | | | | |

| Total Phosphate | | | [removed: 23.0] [added: 23.4] | | | [removed: 18.0] [added: 17.7] | | | [removed: 29.8] [added: 29.9] | | | | | | | | | [removed: 19.3] [added: 18.0] | | | 29.8 | | | | | | [removed: 20.4] [added: 19.3] | | | [removed: 29.9] [added: 29.8] | | | | | |

(b)Actual production varies from annual operational capacity shown in the above table due to factors that include, among others, the level of demand for our products, the quality of the reserves, the nature of the geologic formations we are mining at any particular time, maintenance and turnaround time, [removed: accidents,] mechanical failure, weather conditions, and other operating conditions.

(d)We have a 75% economic interest in the Miski Mayo Mine and consolidate [removed: their] [added: its] results.

[removed: Annual operational] [added: Miski Mayo's annual operating] capacity and production tonnes [removed: for Miski Mayo] are presented at 100% economic interest.

Table 2.2 shows the production tonnage and grade for the potash properties for [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

| Facility | | | Annualized Proven Peaking Capacity (tonnes)(a)(b) | | | | | | Annual Operational Capacity (tonnes) (b)(c)(d) | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | [removed: 2020] [added: 2021] | | | | | |

| Belle Plaine – MOP(f) | | | 3.9 | | | | | | 3.0 | | | | | | [removed: 11.3] [added: 10.2] | | | 19.3 | | | | | | [removed: 11.0] [added: 11.3] | | | 19.3 | | | | | | [removed: 12.6] [added: 11.0] | | | [removed: 18.0] [added: 19.3] | | |

| Esterhazy – [removed: MOP] [added: MOP(i)] | | | 6.3 | | | | | | [removed: 6.0] [added: 6.3] | | | | | | [removed: 13.7] [added: 14.1] | | | [removed: 24.5] [added: 23.4] | | | | | | [removed: 13.3] [added: 13.7] | | | [removed: 23.9] [added: 24.5] | | | | | | [removed: 15.0] [added: 13.3] | | | [removed: 24.1] [added: 23.9] | | |

| Colonsay – MOP(g) | | | 2.6 | | | | | | 1.5 | | | | | | [removed: 2.6] [added: 1.8] | | | [removed: 26.4] [added: 25.6] | | | | | | [removed: 1.0] [added: 2.6] | | | [removed: 26.6] [added: 26.4] | | | | | | [removed: 0.0] [added: 1.0] | | | [removed: 0.0] [added: 26.6] | | |

| Total Canada | | | 12.8 | | | | | | [removed: 10.5] [added: 10.8] | | | | | | [removed: 27.6] [added: 26.1] | | | [removed: 22.5] [added: 21.9] | | | | | | [removed: 25.3] [added: 27.6] | | | [removed: 22.0] [added: 22.5] | | | | | | [removed: 27.6] [added: 25.3] | | | [removed: 21.3] [added: 22.0] | | |

| Carlsbad – K-Mag®(h) | | | 0.9 | | | | | | 0.7 | | | | | | [removed: 3.0] [added: 2.3] | | | [removed: 6.2] [added: 6.7] | | | | | | [removed: 3.1] [added: 3.0] | | | [removed: 6.3] [added: 6.2] | | | | | | [removed: 3.4] [added: 3.1] | | | [removed: 5.7] [added: 6.3] | | |

| Total United States | | | 0.9 | | | | | | 0.7 | | | | | | [removed: 3.0] [added: 2.3] | | | [removed: 6.2] [added: 6.7] | | | | | | [removed: 3.1] [added: 3.0] | | | [removed: 6.3] [added: 6.2] | | | | | | [removed: 3.4] [added: 3.1] | | | [removed: 5.7] [added: 6.3] | | |

| Taquari – MOP | | | 0.7 | | | | | | 0.5 | | | | | | [removed: 1.5] [added: 1.8] | | | [removed: 14.3] [added: 14.7] | | | | | | [removed: 1.8] [added: 1.5] | | | [removed: 15.1] [added: 14.3] | | | | | | 1.8 | | | [removed: 16.6] [added: 15.1] | | |

| Total Brazil | | | 0.7 | | | | | | 0.5 | | | | | | [removed: 1.5] [added: 1.8] | | | [removed: 14.3] [added: 14.7] | | | | | | [removed: 1.8] [added: 1.5] | | | [removed: 15.1] [added: 14.3] | | | | | | 1.8 | | | [removed: 16.6] [added: 15.1] | | |

| Total Potash | | | 14.4 | | | | | | [removed: 11.7] [added: 12.0] | | | | | | [removed: 32.1] [added: 30.2] | | | [removed: 20.6] [added: 20.3] | | | | | | [removed: 30.2] [added: 32.1] | | | [removed: 20.0] [added: 20.6] | | | | | | [removed: 32.8] [added: 30.2] | | | [removed: 19.4] [added: 20.0] | | |

(d)Actual production varies from annual operational capacity shown in the above table due to factors that include, among others, the level of demand for our products, the quality of the reserves, the nature of the geologic formations we are mining at any particular time, maintenance and turnaround time, [removed: accidents,] mechanical failure, weather conditions, and other operating conditions, as well as the effect of recent initiatives intended to improve operational excellence.

(f)Equivalent to [removed: hoisted] tonnes [added: hoisted to surface] at [removed: a conventional] [added: an underground shaft] mine.

Ore mined for Belle Plaine is [removed: a] calculated [removed: value] (KCl concentrate mined by solution divided by the estimated global grade of the deposit).

The calculation is based on actual KCl tonnes mined for January 1, [removed: 2022 through October 31, 2022 and estimated KCl tonnes mined for November 1, 2022] [added: 2023] through December 31, [removed: 2022).][added: 2023).]

All properties listed below are production stage, except [removed: Araxá/Patrocinio.][added: Araxá/Patrocínio.]

[removed: Araxá/Patrocinio is an operating] mine [removed: that is an exploration stage mine because Mosaic is extracting minerals from this mine] without having determined there are mineral reserves under S-K 1300.

| *Key permit conditions* | | | | | | Permit conditions are dictated by operating licenses, which are maintained and renewed on a regular basis. As of December 31, [removed: 2022,] [added: 2023,] 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. | | |

| *Key permit conditions* | | | | | | Mosaic currently holds a total of four mining permits within the Araxá area (2,769 hectares) and [removed: four] [added: two] mining permits and [removed: one] [added: two] exploration [removed: permit] [added: permits] within the Patrocínio area [removed: (3,478] [added: (3,480] hectares). Permit conditions are dictated by operating licenses, which are maintained and renewed on a regular basis. As of December 31, [removed: 2022,] [added: 2023,] all environmental licenses were valid or were being renewed pursuant to applications filed with the Brazilian Environmental Agency. There are action plans in progress to comply with the environmental conditions of the permits that are not met yet within the applicable regulations. Araxá and Patrocínio’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 a continuous monitoring program, as well as routine inspections. | | |

| *Key permit conditions* | | | | | | Mosaic currently holds a total of [removed: eight] [added: nine] mining permits within the Cajati area [removed: (5,183] [added: (5,078] hectares). Permit conditions are dictated by operating licenses, which are maintained and renewed on a regular basis. As of December 31, [removed: 2022,] [added: 2023,] all environmental licenses were still valid or were being renewed pursuant to applications filed with the Brazilian Environmental Agency. There are action plans in progress to comply with the environmental conditions of the permits that are not met yet within the environmental permits. Cajati’s environmental controls are related to monitoring the quality of wastewater, surface and 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 strictly monitored through a continuous monitoring program as well as routine inspections. | | |

| *Key permit conditions* | | | | | | Mosaic currently holds a total of [removed: 18] [added: eight] permits within the CMC area (2,131 hectares). Permit conditions are dictated by operating licenses, which are maintained and renewed on a regular basis. As of December 31, [removed: 2022,] [added: 2023,] all environmental licenses were either valid or were being renewed pursuant to applications filed with the Brazilian Environmental Agency. There are action plans in progress to comply with the environmental conditions that are not met yet within the environmental permits. CMC’s environmental controls are related to monitoring the quality of wastewater, surface and 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 a continuous monitoring program as well as routine inspections. | | |

Except as otherwise stated, the scientific and technical information relating to Florida contained in this Form 10-K is derived from the 2022 S-K 1300 report for Florida titled “Florida Phosphate Mining Technical Report Summary” effective December 31, 2022 prepared by employees of Mosaic.

Except as otherwise stated, the scientific and technical information relating to Belle Plaine and Esterhazy in this Form 10-K is derived from the 2021 S-K 1300 reports titled “Belle Plaine Potash Facility Technical Report Summary” and “Esterhazy Potash Facility Technical Report Summary” effective December 31, 2022 prepared by employees of Mosaic.

Except as otherwise stated, the scientific and technical information relating to Tapira contained in this Form 10-K is derived from the 2023 S-K 1300 report for Tapira titled “SEC S-K 1300 Technical Report Summary Mosaic Fertilizantes: Complexo Mineracao de Tapira” effective December 31, 2023 prepared by qualified persons who are employees of WSP USA Inc., which is not affiliated with Mosaic.

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

These amounts are presented in wet tonnes based on average moisture levels of 3.0% to 5.0%.

These quantities are the production of the drying plant.

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

(i)Following completion of our Esterhazy K3 expansion project, a third-party audit assessed our Esterhazy Facility's annual nameplate capacity at 7.8 million tonnes.

We are currently working with Canpotex through established procedures to determine our adjusted Canpotex entitlement percentage based on our Esterhazy Facility's audited productive capacity.

Araxá/Patrocínio is an operating mine but is considered an exploration stage mine because Mosaic is extracting minerals from this

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

| Araxá/Patrocínio(e)(f) | | | | | | 214.4 | | | 13.0 | | | 305.2 | | | 13.7 | | | 519.6 | | | 13.4 | | | 7.0 | | | 15 | | |

| Cajati(e)(g) | | | | | | 25.4 | | | 5.2 | | | 15.0 | | | 5.2 | | | 40.4 | | | 5.2 | | | 4.4 | | | 5 | | |

| Catalão(e)(h) | | | | | | 59.5 | | | 9.9 | | | 102.8 | | | 10.6 | | | 162.3 | | | 10.3 | | | 17.9 | | | 9 | | |

| Tapira(e)(i) | | | | | | 22.7 | | | 8.7 | | | 55.3 | | | 8.6 | | | 78.0 | | | 8.6 | | | 181.2 | | | 9 | | |

| Total Phosphate | | | | | | 575.7 | | | 16.0 | | | 1,032.3 | | | 19.9 | | | 1,608.0 | | | 17.7 | | | 321.2 | | | 15 | | |

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

A US $293/tonne price was used for 2024 to 2064 to assess economic viability for the mineral resources, but was not used for cut-off purposes.

(n)Mineral resources for Taquari are reported as of December 31, 2022 and have not been adjusted for depletion incurred in 2023.

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

| Florida(c) | | | 47.0 | | | 27.8 | | | 65.0 | | | 26.8 | | | 112.0 | | | 27.2 | | |

| Miski Mayo(d) | | | 130.2 | | | 16.1 | | | 72.1 | | | 15.0 | | | 202.3 | | | 15.7 | | |

| Cajati(e) | | | 38.1 | | | 5.4 | | | 21.0 | | | 5.4 | | | 59.1 | | | 5.4 | | |

| Catalão(f) | | | 62.3 | | | 10.5 | | | 8.9 | | | 10.1 | | | 71.2 | | | 10.4 | | |

| Tapira(g) | | | 131.7 | | | 9.1 | | | 311.9 | | | 8.9 | | | 443.6 | | | 9.0 | | |

| Esterhazy(i) | | | 113.0 | | | 23.0 | | | 402.0 | | | 20.7 | | | 515.0 | | | 21.2 | | |

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

(i)The following KCl commodity prices were used to assess economic viability for the mineral reserves: US $320/tonne for Esterhazy, US $325/tonne for Belle Plaine, and US $327/tonne for Colonsay.

A US$/CAD$ exchange rate of 1.32 was used to economic viability for the Esterhazy and Belle Plaine mineral reserves.

(k)Mineral Reserves for Taquari are effective as of December 31, 2022 and have not been adjusted for depletion incurred in 2023.

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

[Table of Co](#i4bb65b32acc5401b8b03578a9bb083dd_7)[ntent](#i4bb65b32acc5401b8b03578a9bb083dd_7)

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

These amounts are presented on a wet tonne basis based on average moisture levels of 3.5% to 4.5% as it exits the drying process and is prepared for shipping.

Operational capacity and production on a dry tonne basis would be 3.8 million tonnes and 4.1 million tonnes, respectively.

| | | | | | | | | |

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

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

| Cajati(e)(g) | | | | | | 28.3 | | | 5.3 | | | 33.8 | | | 5.0 | | | 62.1 | | | 5.2 | | | 5.2 | | | 4.8 | | |

| Catalão(e)(h) | | | | | | 53.3 | | | 10.4 | | | 97.6 | | | 10.5 | | | 150.9 | | | 10.5 | | | 60.1 | | | 9.4 | | |

| Tapira(e)(i) | | | | | | 62.8 | | | 8.0 | | | 67.0 | | | 7.8 | | | 129.8 | | | 7.9 | | | 112.8 | | | 8.6 | | |

| Total Phosphate | | | | | | 536.2 | | | 16.0 | | | 1,211.2 | | | 18.4 | | | 1,747.4 | | | 17.7 | | | 458.2 | | | 14.8 | | |

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

| Miski Mayo(d) | | | 109.8 | | | 16.2 | | | 54.1 | | | 15.1 | | | 164.0 | | | 15.9 | | |

| Cajati(e) | | | 39.6 | | | 5.2 | | | 29.6 | | | 5.0 | | | 69.2 | | | 5.1 | | |

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

| Tapira(g) | | | 182.7 | | | 9.4 | | | 274.6 | | | 9.1 | | | 457.3 | | | 9.2 | | |

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

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

| Commodity Price | | | | | | $102.72/tonne of phosphate rock. | | | | | | Section 16 | | |

| Proven | | | | | | 56 | | | | | | 28.0 | | | | | | Pebble: 87.8 to 97.2%, Concentrate: 68.5 to 79.5% | | |

| Probable | | | | | | 70 | | | | | | 27.1 | | | | | | Pebble: 87.8 to 97.2%, Concentrate: 68.5 to 79.5% | | |

| Proven + Probable | | | | | | 126 | | | | | | 27.5 | | | | | | Pebble: 87.8 to 97.2%, Concentrate: 68.5 to 79.5% | | |

In order to mine these properties, we would need to acquire 100% control either by lease or ownership.

The Belle Plaine Facility has been operating since 1964 and consists of a mining area and a processing plant and has an expected mine life based on mineral reserves of 63 years.

The Belle Plaine Facility owns and manages a substation where there is also a 138 kV grounding transformer and a 138 kVA gas insulated breaker lineup.

Regina, located 27 miles (43 km) east of the Belle Plaine Facility, has a population of approximately 214,000 people.

Solution mining techniques are used to target mining of the potash (“KCl”) bedding while minimizing mining of the halite salts (“NaCl”).

During the mining process, the two wells are mined to connect with each other underground, allowing one well to become the feed well and the other well to become the return well.

The potash deposit at Belle Plaine is uniform and laterally continuous.

Solution mining methods can more easily accommodate any local variations in geological condition due to the non-selective concentrate mining process.

| Cut-off | | | | | | No cut-off grade is applied. | | | | | | Section 11, 12 | | |

| Commodity Prices | | | | | | KCl commodity prices: 2022-$109/tonne, 2023-$616/tonne, 2024-$472/tonne, 2025-$253/tonne, 2026-$214/tonne, 2027-$301/tonne and for the LOM $417/tonne. | | | | | | Section 16 | | |

(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-$109/tonne, 2023-$616/tonne, 2024-$472/tonne, 2025-$253/tonne, 2026-$214/tonne, 2027-$301/tonne and for the LOM $417/tonne.

Current mine design allows for the planned extraction of 27.6% of the in-situ ore.

The K4 mineral resources are currently scheduled after depletion of the K3 mineral resources.

We expect the K3 mineral reserves production to ramp up to full production by 2024.

Our current schedule to begin mining the K4 mineral resources is in 2050.

We plan to ramp up milling rates once the K3 mine is up to full capacity.

mineral fraction of the depositional sequence.

| Cut-off | | | | | | No cutoff grade is applied. | | | | | | Section 11 | | |

| Commodity Prices | | | | | | 2021 LOM plan KCl commodity prices (US$): 2022-$103/tonne, 2023-$231/tonne, 2024-$219/tonne, 2025-$185/tonne, 2026-$188/tonne and for the LOM $219/tonne for the economic evaluation of the mineral resources. The following 2022 LOM plan K2O commodity prices were used to assess economic viability for the mineral reserves, but were not used for cut-off purposes, 2023-$616/tonne, 2024-$472/tonne, 2025-$253/tonne, 2026-$214/tonne, 2027-$301/tonne and for the LOM plan $417/tonne. | | | | | | Section 16 | | |

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

(a)Includes grants of [removed: 651,456] [added: 596,216] stock options, [removed: 2,152,495] [added: 1,485,573] time-based restricted stock units and [removed: 3,565,440] [added: 1,684,980] total stockholder return [removed: (“TSR”)] [added: (“TSR”)] performance units settled in stock.

The following table sets forth information with [removed: respect] [added: respects] to shares of our Common Stock that we purchased [added: under the repurchase programs] during the quarter ended December 31, [removed: 2022 under the $2.0 billion share repurchase program authorized by our Board of Directors in the third quarter of 2022:][added: 2023:]

“Financial Statements and Supplementary Data”.

| Equity compensation plans approved by stockholders | | | | | | 3,766,769 | | | | | | $ | 34.46 | | | | | 17,924,996 | | |

| Total | | | | | | 3,766,769 | | | | | | $ | 34.46 | | | | | 17,924,996 | | |

| October 1, 2023- October 31, 2023 | | | | | | 1,416,915 | | | | | | $ | 35.29 | | | | | 1,416,915 | | | | | | $ | 1,267,818,328 | |

| November 1, 2023- November 30, 2023 | | | | | | 1,444,352 | | | | | | 34.62 | | | | | | 1,444,352 | | | | | | 1,217,818,369 | | |

| December 1, 2023- December 31, 2023 | | | | | | 1,378,073 | | | | | | 36.28 | | | | | | 1,378,073 | | | | | | 1,167,818,473 | | |

| Total | | | | | | 4,239,340 | | | | | | $ | 35.38 | | | | | 4,239,340 | | | | | | $ | 1,167,818,473 | |

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

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

| 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 | |

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: 2022] [added: 2023] in accordance with the requirements of Rule 13a-15(d) promulgated by the SEC under the Exchange Act.

There were no changes in internal control over financial reporting identified in connection with management’s evaluation that occurred during the quarter ended December 31, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended December 31, 2023, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement*”* or “non-Rule 10b5-1 trading arrangement*”* as those terms are defined in Item 408(a) of Regulation S-K.

None.

The information contained under the headings “Proposal No. 1–Election of Directors,” “Corporate Governance–Committees of the Board of Directors,” “ Beneficial Ownership of Securities,” and“Delinquent Section 16 Reports” included in our definitive proxy statement for our [removed: 2023] [added: 2024] annual meeting of stockholders and the information contained under “Information About our Executive Officers” in Part I, Item [removed: 1, “Business,” in this report is incorporated herein by reference.][added: 1.]

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

The information under the headings “Director Compensation” and “Executive Compensation” included in our definitive proxy statement for our [removed: 2023] [added: 2024] 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: 2023] [added: 2024] annual meeting of stockholders is incorporated herein by reference.

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

The table containing information related to equity compensation plans set forth in Part II, “Item 5.

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: 2023] [added: 2024] annual meeting of stockholders is incorporated herein by reference.

The information included under “Audit Committee Report and Payment of Fees to Independent Registered Public Accounting 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” is included in our definitive proxy statement for our [removed: 2023] [added: 2024] annual meeting of stockholders is incorporated herein by reference.

| 3.ii. | | | | | | [Amended and Restated Bylaws of Mosaic, effective [removed: March 5, 2020](https://www.sec.gov/Archives/edgar/data/1285785/000124378620000012/amendedandrestatedbyla.htm)] [added: December 15, 2023](https://www.sec.gov/Archives/edgar/data/1285785/000200190123000003/amendedandrestatedbylawsde.htm)] | | | | | | Exhibit 3.1 to Mosaic’s Current Report on Form 8-K dated [removed: March 5, 2020] [added: December 15, 2023] and filed on [removed: March 6, 2020(2)] [added: December 20, 2023(2)] | | | | | | | | |

| [removed: 4.ii.] [added: 4.iii] | | | | | | [Indenture dated as of October 24, 2011, between Mosaic and U.S. Bank National Association, as trustee](http://www.sec.gov/Archives/edgar/data/1285785/000119312511278238/d246255dex41.htm). Registrant hereby agrees to furnish to the Commission, upon request, all other instruments defining the rights of holders of each issue of long-term debt of the Registrant and its consolidated subsidiaries | | | | | | Exhibit 4.1 to Mosaic’s Current Report on Form 8-K dated October 24, 2011 and filed on October 24, 2011(2) | | | | | | | | |

| [removed: 4.iii] [added: 4.iv] | | | | | | [Description of 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/1285785/000161803423000003/exhibit10iiib20221231.htm)] [added: Program](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/exhibit10iiib20231231.htm)] | | | | | | | | | | | | X | | |

| 10.iii.c.1(3) | | | | | | [Mosaic Nonqualified Deferred Compensation Plan, as amended and restated effective [removed: October 9, 2008](http://www.sec.gov/Archives/edgar/data/1285785/000119312509003231/dex10iiib.htm)] [added: December 15, 2023](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/exhibit10iiic1_20231231.htm)] | | | | | | [removed: Exhibit 10.iii.b. to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended November 30, 2008(2)] | | | | | | [added: X] | | |

| [removed: 10.iii.c.3(3)] [added: 10.iii.c.2(3)] | | | | | | [Mosaic LTI Deferral Plan, approved March 5, 2015](http://www.sec.gov/Archives/edgar/data/1285785/000124378615000044/mosaicltideferralplanappro.htm) | | | | | | Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated March 5, 2015 and filed on March 11, 2015(2) | | | | | | | | |

| [removed: 10.iii.c.4(3)] [added: 10.iii.c.3(3)] | | | | | | [Amendment to Mosaic LTI Deferral Plan, approved March 1, 2017](http://www.sec.gov/Archives/edgar/data/1285785/000161803417000008/exhibit10iiic4_2017331.htm) | | | | | | Exhibit 10.iii.c.4 to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2017(2) | | | | | | | | |

| [removed: 10.iii.c.6(3)] [added: 96.1] | | | | | | [removed: [Amendment dated December 16, 2020, to the Mosaic Nonqualified Deferred Compensation Plan, as amended and restated effective October 9, 2008](https://www.sec.gov/Archives/edgar/data/1285785/000161803421000003/exhibit10iiic620201231.htm)] [added: [Florida Phosphate Mining Technical Report Summary](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000003/a2022floridaphosphatesk1.htm)] | | | | | | Exhibit [removed: 10.iii.c.6] [added: 96.1] to Mosaic’s Annual Report on Form 10-K for the [removed: Fiscal Year] [added: fiscal year] ended December 31, [removed: 2020] [added: 2022] | | | | | | | | |

| 10.iii.d.1(3) | | | | | | [Form of Senior Management Severance and Change in Control Agreement effective April 1, [removed: 2020](https://www.sec.gov/Archives/edgar/data/1285785/000161803420000007/exhibit10iiid20200331.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000008/exhibit10iiid1_20230331.htm)] | | | | | | Exhibit 10.iii.d to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, [removed: 2020] [added: 2023] | | | | | | | | |

| 10.iii.d.2 | | | | | | [Form of Non-Competition, Non-Solicitation, Non-Defamation and Confidentiality Agreement effective April 1, [removed: 2020](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit10iiid22021-12x31.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000008/exhibit10iiid2_20230331.htm)] | | | | | | Exhibit 10.iii.d.2. to Mosaic’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] of Mosaic for the [removed: fiscal year] [added: Quarterly Period] ended [removed: December] [added: March] 31, [removed: 2022(2)] [added: 2023(2)] | | | | | | | | |

| [removed: 10.iii.g.(3)] [added: 10.iii.k.10(3)] | | | | | | [removed: [Summary of Board] [added: [Form] of Director [removed: Compensation of Mosaic](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000010/exhibit10iiia20220630.htm)] [added: 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 [removed: 10.iii.a.] [added: 10.iii.k] to Mosaic’s [removed: Quarterly Report] [added: quarterly report] on Form 10-Q for the Quarterly Period [removed: ended] [added: Ended] June 30, 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: 6, 2022] [added: 12, 2023] | | | | | | | | |

| [removed: 10.iii.k.3(3)] [added: 10.iii.k.4(3)] | | | | | | [Form of [removed: Employee] Restricted Stock Unit Award Agreement under the 2014 Incentive [removed: Plan,] [added: Plan] approved March [removed: 2, 2016](http://www.sec.gov/Archives/edgar/data/1285785/000161803416000030/exhibit10iiie_2016331.htm)] [added: 4, 2020](https://www.sec.gov/Archives/edgar/data/1285785/000161803420000007/exhibit10iiia20200331.htm)] | | | | | | Exhibit [removed: 10.iii.e.] [added: 10.iii.a] to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, [removed: 2016(2)] [added: 2020] | | | | | | | | |

| [removed: 10.iii.k.4(3)] [added: 10.iii.k3(3)] | | | | | | [Form of Director Restricted Stock Unit Award Agreement under the 2014 Incentive Plan, approved May 19, 2016](http://www.sec.gov/Archives/edgar/data/1285785/000161803416000036/exhibit10iiikk_2016630.htm) | | | | | | Exhibit 10.iii.kk to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2016(2) | | | | | | | | |

| 10.iii.k.5(3) | | | | | | [Form of [removed: Employee] [added: Executive] TSR [added: Stock Settled] Performance Unit Award Agreement under the 2014 Incentive Plan, approved March [removed: 1, 2017](http://www.sec.gov/Archives/edgar/data/1285785/000161803417000008/exhibit10iiik1_2017331.htm)] [added: 4, 2020](https://www.sec.gov/Archives/edgar/data/1285785/000161803420000007/exhibit10iiib20200331.htm)] | | | | | | Exhibit [removed: 10.iii.k.1] [added: 10.iii.b] to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, [removed: 2017(2)] [added: 2020] | | | | | | | | |

| 10.iii.k.6(3) | | | | | | [Form of Executive TSR [added: Cash Settled] Performance Unit Award Agreement under the 2014 Incentive Plan, approved March [removed: 1, 2017](http://www.sec.gov/Archives/edgar/data/1285785/000161803417000008/exhibit10iiik2_2017331.htm)] [added: 4, 2020](https://www.sec.gov/Archives/edgar/data/1285785/000161803420000007/exhibit10iiic20200331.htm)] | | | | | | Exhibit [removed: 10.iii.k.2] [added: 10.iii.c] to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, [removed: 2017(2)] [added: 2020] | | | | | | | | |

| [removed: 10.iii.k.7(3)] [added: 10.iii.l.3(3)] | | | | | | [Form of [removed: Retention] [added: Director Restricted Stock Unit] Award Agreement under [removed: the 2014] [added: The Mosaic Company 2023 Stock and] Incentive [removed: Plan,] [added: Plan] approved [removed: October 31, 2019](http://www.sec.gov/Archives/edgar/data/1285785/000124378619000127/formofretentionaward-e.htm)] [added: December 15, 2023](https://www.sec.gov/Archives/edgar/data/1285785/000200190123000003/restrictedstockunitawardag.htm)] | | | | | | Exhibit [removed: 10.2] [added: 10.1] to [removed: Mosaic’s] [added: Mosaic's] Current Report on Form 8-K dated [removed: October 31, 2019] [added: December 15, 2023] and filed on [removed: November 4, 2019] [added: December 20, 2023] | | | | | | | | |

| 10.iii.k.8(3) | | | | | | [Form of Executive TSR [removed: Cash Settled] Performance Unit Award Agreement [removed: under the 2014 Incentive Plan, approved] [added: (Stock-Settled -] March [removed: 6, 2019](https://www.sec.gov/Archives/edgar/data/1285785/000161803420000003/exhibit10iiik1120191231.htm)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000008/exhibit10iiik2_20230331.htm)] | | | | | | Exhibit [removed: 10.iii.k.11] [added: 10.iii.k.2] to [removed: Mosaic’s Annual] [added: Mosaic's Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: fiscal year ended December] [added: Quarterly Period Ended March] 31, [removed: 2019] [added: 2023] | | | | | | | | |

| [removed: 10.iii.k.9(3)] [added: 10.iii.l.2(3)] | | | | | | [Form of [added: Global] Restricted Stock Unit Award Agreement under [removed: the 2014] [added: The Mosaic Company 2023 Stock and] Incentive Plan approved [removed: March 4, 2020](https://www.sec.gov/Archives/edgar/data/1285785/000161803420000007/exhibit10iiia20200331.htm)] [added: May 24, 2023](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000019/exhibit10iiii_20230930.htm)] | | | | | | Exhibit [removed: 10.iii.a] [added: 10.iii.i] to [removed: Mosaic’s] [added: Mosaic's] Quarterly Report on Form [removed: 10-Q] [added: 10-!Q] for the Quarterly Period [removed: ended March 31, 2020] [added: Ended September 30, 2023] | | | | | | | | |

| [removed: 10.iii.k.10(3)] [added: 10.iii.k.9(3)] | | | | | | [Form of Executive TSR [removed: Stock Settled] Performance Unit Award Agreement [removed: under the 2014 Incentive Plan, approved] [added: (Cash-Settled -] March [removed: 4, 2020](https://www.sec.gov/Archives/edgar/data/1285785/000161803420000007/exhibit10iiib20200331.htm)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000008/exhibit10iiik3_20230331.htm)] | | | | | | Exhibit [removed: 10.iii.b] [added: 10.iii.k.3] to [removed: Mosaic’s] [added: Mosaic's] Quarterly Report on Form 10-Q for the Quarterly Period [removed: ended] [added: Ended] March 31, [removed: 2020] [added: 2023] | | | | | | | | |

| [removed: 10.iii.k.11(3)] [added: 10.iii.k.7(3)] | | | | | | [Form of [removed: Executive TSR Cash Settled Performance] [added: Global Restricted Stock] Unit Award Agreement [removed: under the 2014 Incentive Plan, approved March 4, 2020](https://www.sec.gov/Archives/edgar/data/1285785/000161803420000007/exhibit10iiic20200331.htm)] [added: (March 2023)](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000008/exhibit10iiik1_20230331.htm)] | | | | | | Exhibit [removed: 10.iii.c] [added: 10.iii.k.1] to [removed: Mosaic’s] [added: Mosaic's] Quarterly Report on Form 10-Q for the Quarterly Period [removed: ended] [added: Ended] March 31, [removed: 2020] [added: 2023] | | | | | | | | |

| [removed: 10.v.a] [added: 10.iv.a] | | | | | | [Consent Decree dated September 30, 2015 among the United States of America, the Florida Department of Environmental Protection, Mosaic Fertilizer, LLC and The Mosaic Company](http://www.sec.gov/Archives/edgar/data/1285785/000119312515338447/d39432dex101.htm)(4) | | | | | | Exhibit 10.1. to Mosaic’s Current Report on Form 8-K dated September 30, 2015 and filed on October 6, 2015(2) | | | | | | | | |

| [removed: 10.v.b] [added: 10.iv.b] | | | | | | [Description of Modifications to Consent Decree dated September 30, 2015 among the United States of America, the Florida Department of Environmental Protection, Mosaic Fertilizer, LLC and The Mosaic Company, filed as Exhibit 10.1 to the Current Report on Form 8-K of Mosaic dated September 30, 2015 and filed on October 6, 2015](http://www.sec.gov/Archives/edgar/data/1285785/000161803416000036/exhibit10vi_2016630.htm) | | | | | | Exhibit 10.v.i to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2016(2) | | | | | | | | |

| [removed: 10.v.c] [added: 10.iv.c] | | | | | | [Consent Decree dated September 30, 2015 among the United States of America, the Louisiana Department of Environmental Quality, Mosaic Fertilizer, LLC and The Mosaic Company](http://www.sec.gov/Archives/edgar/data/1285785/000119312515338447/d39432dex102.htm)(4) | | | | | | Exhibit 10.2. to Mosaic’s Current Report on Form 8-K dated September 30, 2015 and filed on October 6, 2015(2) | | | | | | | | |

| [removed: 10.v.d] [added: 10.iv.d] | | | | | | [Description of Modifications to Consent Decree dated September 30, 2015 among the United States of America, the Louisiana Department of Environmental Quality, Mosaic Fertilizer, LLC and The Mosaic Company, filed as Exhibit 10.2 to the Current Report on Form 8-K of Mosaic dated September 30, 2015 and filed on October 6, 2015](http://www.sec.gov/Archives/edgar/data/1285785/000161803416000036/exhibit10vii_2016630.htm) | | | | | | Exhibit 10.v.ii to Mosaic’s Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2016(2) | | | | | | | | |

| 21 | | | | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000003/exhibit21_20221231.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/exhibit21_20231231.htm)] | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of KPMG LLP, independent registered public accounting firm for [removed: Mosaic](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000003/exhibit231_20221231.htm)] [added: Mosaic](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/exhibit231_20231231.htm)] | | | | | | | | | | | | X | | |

| 23.2 | | | | | | [Florida Phosphate Mining Consent of Qualified Persons](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000003/exhibit232-floridaconsen.htm) | | | | | | [added: Exhibit 23.2 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022] | | | | | | [removed: X] | | |

| 24 | | | | | | [Power of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000003/exhibit24_20221231.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/exhibit24_20231231.htm)] | | | | | | | | | | | | X | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer Required by Rule [removed: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000003/exhibit311_20221231.htm)] [added: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/exhibit311_20231231.htm)] | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer Required by Rule [removed: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000003/exhibit312_20221231.htm)] [added: 13a-14(a)](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/exhibit312_20231231.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/1285785/000161803423000003/exhibit321_20221231.htm)] [added: Code](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/exhibit321_20231231.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/1285785/000161803423000003/exhibit322_20221231.htm)] [added: Code](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/exhibit322_20231231.htm)] | | | | | | | | | | | | X | | |

| 95 | | | | | | [Mine Safety [removed: Disclosures](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000003/exhibit9520221231.htm)] [added: Disclosures](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/exhibit9520231231.htm)] | | | | | | | | | | | | X | | |

| [removed: 96.1] [added: 96.4] | | | | | | [removed: [Florida Phosphate Mining] [added: [Tapira] Technical Report [removed: Summary](https://www.sec.gov/Archives/edgar/data/1285785/000161803423000003/a2022floridaphosphatesk1.htm)] [added: Summary](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/a2023tapirask1300trs.htm)] | | | | | | | | | | | | X | | |

| 104 | | | | | | Cover Page Interactive Data File [removed: (embedded within the iXBRL document] [added: (formatted as Inline XBRL] and contained in Exhibit [removed: 101).] [added: 101)] | | | | | | | | | | | | X | | |

| 4.ii | | | | | | [First Amendment to Credit Agreement, dated as of May 10, 2023, among The Mosaic Company, as borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the lenders and other L/C Issuers party thereto](https://www.sec.gov/Archives/edgar/data/1285785/000124378623000068/exhibit101-firstamendmentt.htm) | | | | | | Exhibit 10.1 to Mosaic’s Current Report on Form 8-K dated May 10, 2023, and filed on May 10, 2023 | | | | | | | | |

| 10.iii.g.(3) | | | | | | Board of Directors compensatory plans, as described under the caption "Director Compensation" in The Mosaic Company definitive proxy statement to be filed with the Securities and Exchange Commission (in connection with the 2024 Annual Meeting of Stockholders). | | | | | | | | | | | | | | |

| 10.iii.l.1(3) | | | | | | [The Mosaic Company 2023 Stock and Incentive Plan](https://www.sec.gov/ix?doc=/Archives/edgar/data/1285785/000124378623000062/mos-20230412.htm#ib6fc60113c134cd59a74497105fcab82_4788) | | | | | | Appendix B to Mosaic’s Proxy Statement dated April 12, 2023 | | | | | | | | |

| 23.3 | | | | | | [Tapira Consent of Qualified Persons](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/exhibit233-tapiraconsent.htm) | | | | | | | | | | | | X | | |

| 23.4 | | | | | | [Belle Plaine Potash Facility Consent of Qualified Persons](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit233-belleplaine.htm) | | | | | | Exhibit 23.3 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 | | | | | | | | |

| 23.5 | | | | | | [Esterhazy Potash Facility Consent of Qualified Persons](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/exhibit234-esterhazycons.htm) | | | | | | Exhibit 23.4 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 | | | | | | | | |

| 96.2 | | | | | | [Esterhazy Potash Facility Technical Report Summary](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/finalesterhazysk1300tech.htm) | | | | | | Exhibit 96.2 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 | | | | | | | | |

| 96.3 | | | | | | [Belle Plaine Potash Facility Technical Report Summary](https://www.sec.gov/Archives/edgar/data/1285785/000161803422000004/finalbelleplainesk1300te.htm) | | | | | | Exhibit 96.3 to Mosaic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 | | | | | | | | |

| 97.1 | | | | | | [Incentive Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/1285785/000161803424000004/exhibit971_20231231.htm) | | | | | | | | | | | | X | | |

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

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

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

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

| 101.SCH | | | | | | Inline XBRL Taxonomy Extension Schema Document | | | | | | | | | | | | X | | |

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

| 101.CAL | | | | | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | | | | | X | | |

| 101.LAB | | | | | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | | | | | X | | |

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

| 101.PRE | | | | | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | | | | | X | | |

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

| 101.DEF | | | | | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | | | | | X | | |

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

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

| 10.iii.c.2(3) | | | | | | [Amendment dated April 13, 2011, to the Mosaic Nonqualified Deferred Compensation Plan, as amended and restated effective October 9, 2008](http://www.sec.gov/Archives/edgar/data/1285785/000119312511191456/dex10iiir.htm) | | | | | | Exhibit 10.iii.r. to Mosaic’s Annual Report on Form 10-K for the Fiscal Year ended May 31, 2011(2) | | | | | | | | |

| 10.iii.c.5(3) | | | | | | [Amendment dated December 20, 2018, to the Mosaic Nonqualified Deferred Compensation Plan, as amended and restated effective October 9, 2008.](http://www.sec.gov/Archives/edgar/data/1285785/000161803419000004/exhibit10iiic5_20181231.htm) | | | | | | Exhibit 10.iii.c.5 to Mosaic’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2018 | | | | | | | | |

| 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 | | |

Date: February [removed: 23, 2023][added: 22, 2024]

| /s/ [removed: James “Joc” C. O’Rourke] [added: Bruce M. Bodine] | | | | | | Chief Executive Officer and President and Director (principal executive officer) | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Clint C. Freeland | | | | | | [removed: Senior] [added: Executive] Vice President and Chief Financial Officer (principal financial officer) | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Russell A. Flugel | | | | | | Vice President—Controller and Chief Accounting Officer (principal accounting officer) | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| * | | | | | | Chairman of the Board of Directors | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| * | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i666d5b1bcefe4159bb4ef878a11bd2e3_139)] [added: Operations](#i4bb65b32acc5401b8b03578a9bb083dd_139)] | | | [removed: F-[2](#i666d5b1bcefe4159bb4ef878a11bd2e3_142)] [added: F-[2](#i4bb65b32acc5401b8b03578a9bb083dd_142)] | | |

| [removed: [Introduction](#i666d5b1bcefe4159bb4ef878a11bd2e3_142)] [added: [Introduction](#i4bb65b32acc5401b8b03578a9bb083dd_142)] | | | [removed: F-[2](#i666d5b1bcefe4159bb4ef878a11bd2e3_142)] [added: F-[2](#i4bb65b32acc5401b8b03578a9bb083dd_142)] | | |

| [Key Factors that can Affect Results of Operations and Financial [removed: Condition](#i666d5b1bcefe4159bb4ef878a11bd2e3_145)] [added: Condition](#i4bb65b32acc5401b8b03578a9bb083dd_145)] | | | [removed: F-[2](#i666d5b1bcefe4159bb4ef878a11bd2e3_145)] [added: F-[2](#i4bb65b32acc5401b8b03578a9bb083dd_145)] | | |

| [Results of [removed: Operations](#i666d5b1bcefe4159bb4ef878a11bd2e3_148)] [added: Operations](#i4bb65b32acc5401b8b03578a9bb083dd_148)] | | | [removed: F-[4](#i666d5b1bcefe4159bb4ef878a11bd2e3_148)] [added: F-[4](#i4bb65b32acc5401b8b03578a9bb083dd_148)] | | |

| [removed: [Overview](#i666d5b1bcefe4159bb4ef878a11bd2e3_151)] [added: [Overview](#i4bb65b32acc5401b8b03578a9bb083dd_151)] | | | [removed: F-[5](#i666d5b1bcefe4159bb4ef878a11bd2e3_151)] [added: F-[5](#i4bb65b32acc5401b8b03578a9bb083dd_151)] | | |

| [removed: [Phosphates](#i666d5b1bcefe4159bb4ef878a11bd2e3_154)] [added: [Phosphates](#i4bb65b32acc5401b8b03578a9bb083dd_154)] | | | [removed: F-[8](#i666d5b1bcefe4159bb4ef878a11bd2e3_154)] [added: F-[8](#i4bb65b32acc5401b8b03578a9bb083dd_154)] | | |

| [removed: [Potash](#i666d5b1bcefe4159bb4ef878a11bd2e3_157)] [added: [Potash](#i4bb65b32acc5401b8b03578a9bb083dd_157)] | | | [removed: F-[10](#i666d5b1bcefe4159bb4ef878a11bd2e3_157)] [added: F-[10](#i4bb65b32acc5401b8b03578a9bb083dd_157)] | | |

| [Mosaic [removed: Fertilizantes](#i666d5b1bcefe4159bb4ef878a11bd2e3_160)] [added: Fertilizantes](#i4bb65b32acc5401b8b03578a9bb083dd_160)] | | | [removed: F-[11](#i666d5b1bcefe4159bb4ef878a11bd2e3_160)] [added: F-[11](#i4bb65b32acc5401b8b03578a9bb083dd_160)] | | |

| [Corporate, Elimination and [removed: Other](#i666d5b1bcefe4159bb4ef878a11bd2e3_163)] [added: Other](#i4bb65b32acc5401b8b03578a9bb083dd_163)] | | | [removed: F-[12](#i666d5b1bcefe4159bb4ef878a11bd2e3_163)] [added: F-[12](#i4bb65b32acc5401b8b03578a9bb083dd_163)] | | |

| [Other Income Statement [removed: Items](#i666d5b1bcefe4159bb4ef878a11bd2e3_166)] [added: Items](#i4bb65b32acc5401b8b03578a9bb083dd_166)] | | | [removed: F-[12](#i666d5b1bcefe4159bb4ef878a11bd2e3_166)] [added: F-[12](#i4bb65b32acc5401b8b03578a9bb083dd_166)] | | |

| [Selling, General and Administrative [removed: Expenses](#i666d5b1bcefe4159bb4ef878a11bd2e3_169)] [added: Expenses](#i4bb65b32acc5401b8b03578a9bb083dd_169)] | | | [removed: F-[13](#i666d5b1bcefe4159bb4ef878a11bd2e3_169)] [added: F-[12](#i4bb65b32acc5401b8b03578a9bb083dd_169)] | | |

| [removed: [Impairment, Restructuring] [added: Impairment, restructuring] and [removed: Other](#i666d5b1bcefe4159bb4ef878a11bd2e3_172)] [added: other expenses] | | | [removed: F-[13](#i666d5b1bcefe4159bb4ef878a11bd2e3_172)] [added: —] | | | [added: | | | — | | | | | | 158.1 | | |]

| [Other Operating [removed: Expenses](#i666d5b1bcefe4159bb4ef878a11bd2e3_175)] [added: Expenses](#i4bb65b32acc5401b8b03578a9bb083dd_175)] | | | [removed: F-[13](#i666d5b1bcefe4159bb4ef878a11bd2e3_175)] [added: F-[13](#i4bb65b32acc5401b8b03578a9bb083dd_175)] | | |

| [Interest Expense, [removed: Net](#i666d5b1bcefe4159bb4ef878a11bd2e3_178)] [added: Net](#i4bb65b32acc5401b8b03578a9bb083dd_178)] | | | [removed: F-[13](#i666d5b1bcefe4159bb4ef878a11bd2e3_178)] [added: F-[13](#i4bb65b32acc5401b8b03578a9bb083dd_178)] | | |

| [Foreign Currency Transaction Gain [removed: (Loss)](#i666d5b1bcefe4159bb4ef878a11bd2e3_181)] [added: (Loss)](#i4bb65b32acc5401b8b03578a9bb083dd_181)] | | | [removed: F-[13](#i666d5b1bcefe4159bb4ef878a11bd2e3_181)] [added: F-[13](#i4bb65b32acc5401b8b03578a9bb083dd_181)] | | |

| [removed: [Other Income/Expense](#i666d5b1bcefe4159bb4ef878a11bd2e3_184)] [added: [Other](#i4bb65b32acc5401b8b03578a9bb083dd_184) [(](#i4bb65b32acc5401b8b03578a9bb083dd_184)[Expense)](#i4bb65b32acc5401b8b03578a9bb083dd_184) [Income](#i4bb65b32acc5401b8b03578a9bb083dd_184)] | | | [removed: F-[13](#i666d5b1bcefe4159bb4ef878a11bd2e3_184)] [added: F-[13](#i4bb65b32acc5401b8b03578a9bb083dd_184)] | | |

| [Equity in [removed: Net](#i666d5b1bcefe4159bb4ef878a11bd2e3_187) [Earnings](#i666d5b1bcefe4159bb4ef878a11bd2e3_187) [(Loss)](#i666d5b1bcefe4159bb4ef878a11bd2e3_187)] [added: Net Earnings](#i4bb65b32acc5401b8b03578a9bb083dd_187)] [of Nonconsolidated [removed: Companies](#i666d5b1bcefe4159bb4ef878a11bd2e3_187)] [added: Companies](#i4bb65b32acc5401b8b03578a9bb083dd_187)] | | | [removed: F-[13](#i666d5b1bcefe4159bb4ef878a11bd2e3_187)] [added: F-[13](#i4bb65b32acc5401b8b03578a9bb083dd_187)] | | |

| [Provision [removed: for (Benefit from) Income Taxes](#i666d5b1bcefe4159bb4ef878a11bd2e3_190)] [added: for](#i4bb65b32acc5401b8b03578a9bb083dd_190) [Income Taxes](#i4bb65b32acc5401b8b03578a9bb083dd_190)] | | | [removed: F-[14](#i666d5b1bcefe4159bb4ef878a11bd2e3_190)] [added: F-[13](#i4bb65b32acc5401b8b03578a9bb083dd_190)] | | |

| [Critical Accounting [removed: Estimates](#i666d5b1bcefe4159bb4ef878a11bd2e3_196)] [added: Estimates](#i4bb65b32acc5401b8b03578a9bb083dd_196)] | | | [removed: F-[14](#i666d5b1bcefe4159bb4ef878a11bd2e3_196)] [added: F-[14](#i4bb65b32acc5401b8b03578a9bb083dd_196)] | | |

| [Liquidity and Capital [removed: Resources](#i666d5b1bcefe4159bb4ef878a11bd2e3_199)] [added: Resources](#i4bb65b32acc5401b8b03578a9bb083dd_199)] | | | [removed: F-[16](#i666d5b1bcefe4159bb4ef878a11bd2e3_199)] [added: F-[16](#i4bb65b32acc5401b8b03578a9bb083dd_199)] | | |

| [Off-Balance Sheet Arrangements and [removed: Obligations](#i666d5b1bcefe4159bb4ef878a11bd2e3_202)] [added: Obligations](#i4bb65b32acc5401b8b03578a9bb083dd_202)] | | | [removed: F-[18](#i666d5b1bcefe4159bb4ef878a11bd2e3_202)] [added: F-[18](#i4bb65b32acc5401b8b03578a9bb083dd_202)] | | |

| [Market [removed: Risk](#i666d5b1bcefe4159bb4ef878a11bd2e3_205)] [added: Risk](#i4bb65b32acc5401b8b03578a9bb083dd_205)] | | | [removed: F-[20](#i666d5b1bcefe4159bb4ef878a11bd2e3_205)] [added: F-[20](#i4bb65b32acc5401b8b03578a9bb083dd_205)] | | |

| [Environmental, Health, Safety and Security [removed: Matters](#i666d5b1bcefe4159bb4ef878a11bd2e3_208)] [added: Matters](#i4bb65b32acc5401b8b03578a9bb083dd_208)] | | | [removed: F-[23](#i666d5b1bcefe4159bb4ef878a11bd2e3_208)] [added: F-[23](#i4bb65b32acc5401b8b03578a9bb083dd_208)] | | |

| [removed: [Contingencies](#i666d5b1bcefe4159bb4ef878a11bd2e3_211)] [added: [Contingencies](#i4bb65b32acc5401b8b03578a9bb083dd_211)] | | | [removed: F-[29](#i666d5b1bcefe4159bb4ef878a11bd2e3_211)] [added: F-[29](#i4bb65b32acc5401b8b03578a9bb083dd_211)] | | |

| [Related [removed: Parties](#i666d5b1bcefe4159bb4ef878a11bd2e3_214)] [added: Parties](#i4bb65b32acc5401b8b03578a9bb083dd_214)] | | | [removed: F-[29](#i666d5b1bcefe4159bb4ef878a11bd2e3_214)] [added: F-[29](#i4bb65b32acc5401b8b03578a9bb083dd_214)] | | |

| [Recently Issued Accounting [removed: Guidance](#i666d5b1bcefe4159bb4ef878a11bd2e3_217)] [added: Guidance](#i4bb65b32acc5401b8b03578a9bb083dd_217)] | | | [removed: F-[29](#i666d5b1bcefe4159bb4ef878a11bd2e3_217)] [added: F-[29](#i4bb65b32acc5401b8b03578a9bb083dd_217)] | | |

| [Forward-Looking [removed: Statements](#i666d5b1bcefe4159bb4ef878a11bd2e3_220)] [added: Statements](#i4bb65b32acc5401b8b03578a9bb083dd_220)] | | | [removed: F-[29](#i666d5b1bcefe4159bb4ef878a11bd2e3_220)] [added: F-[29](#i4bb65b32acc5401b8b03578a9bb083dd_220)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i666d5b1bcefe4159bb4ef878a11bd2e3_223)] [added: Firm](#i4bb65b32acc5401b8b03578a9bb083dd_223)] | | | [removed: F-[33](#i666d5b1bcefe4159bb4ef878a11bd2e3_223)] [added: F-[32](#i4bb65b32acc5401b8b03578a9bb083dd_223)] | | |

| [Consolidated Statements of [removed: Earnings](#i666d5b1bcefe4159bb4ef878a11bd2e3_229)] [added: Earnings](#i4bb65b32acc5401b8b03578a9bb083dd_229)] | | | [removed: F-[36](#i666d5b1bcefe4159bb4ef878a11bd2e3_229)] [added: F-[35](#i4bb65b32acc5401b8b03578a9bb083dd_229)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i666d5b1bcefe4159bb4ef878a11bd2e3_232)] [added: Income](#i4bb65b32acc5401b8b03578a9bb083dd_232)] | | | [removed: F-[37](#i666d5b1bcefe4159bb4ef878a11bd2e3_232)] [added: F-[36](#i4bb65b32acc5401b8b03578a9bb083dd_232)] | | |

| [Consolidated Balance [removed: Sheets](#i666d5b1bcefe4159bb4ef878a11bd2e3_235)] [added: Sheets](#i4bb65b32acc5401b8b03578a9bb083dd_235)] | | | [removed: F-[38](#i666d5b1bcefe4159bb4ef878a11bd2e3_235)] [added: F-[37](#i4bb65b32acc5401b8b03578a9bb083dd_235)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i666d5b1bcefe4159bb4ef878a11bd2e3_241)] [added: Flows](#i4bb65b32acc5401b8b03578a9bb083dd_241)] | | | [removed: F-[39](#i666d5b1bcefe4159bb4ef878a11bd2e3_241)] [added: F-[38](#i4bb65b32acc5401b8b03578a9bb083dd_241)] | | |

| [Consolidated Statements of [removed: Equity](#i666d5b1bcefe4159bb4ef878a11bd2e3_244)] [added: Equity](#i4bb65b32acc5401b8b03578a9bb083dd_244)] | | | [removed: F-[41](#i666d5b1bcefe4159bb4ef878a11bd2e3_244)] [added: F-[40](#i4bb65b32acc5401b8b03578a9bb083dd_244)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i666d5b1bcefe4159bb4ef878a11bd2e3_250)] [added: Statements](#i4bb65b32acc5401b8b03578a9bb083dd_250)] | | | [removed: F-[42](#i666d5b1bcefe4159bb4ef878a11bd2e3_250)] [added: F-[41](#i4bb65b32acc5401b8b03578a9bb083dd_250)] | | |

| /s/ Bruce M. Bodine | | |

| Bruce M. Bodine | | |

| Bruce M. Bodine | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | February 22, 2024 | | |

| * | | | | | | Director | | | | | | February 22, 2024 | | |

| * | | | | | | Director | | | | | | February 22, 2024 | | |

| Jody L. Kuzenko | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | February 22, 2024 | | |

| * | | | | | | Director | | | | | | February 22, 2024 | | |

| * | | | | | | Director | | | | | | February 22, 2024 | | |

| * | | | | | | Director | | | | | | February 22, 2024 | | |

| * | | | | | | Director | | | | | | February 22, 2024 | | |

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

F- 2

F- 3

F- 4

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

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

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

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

Finished product sales volumes were favorable versus the prior year, driven by buyers deferring purchases in the prior year period in anticipation of lower sales prices.

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

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

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

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

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

F- 5

The sale resulted in a gain of $57 million.

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

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

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

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

The term loan matures on May 18, 2033.

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

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

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

- In 2021, the U.S. Department of Commerce (“DOC”) issued countervailing duty (“CVD”) orders on imports of phosphate fertilizers from Morocco and Russia, in response to petitions filed by Mosaic.

The orders were based on DOC's determination that the imports were unfairly subsidized and the U.S. International Trade Commission's (“ITC”) determination that the imports materially injure the U.S. fertilizer industry.

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

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

| /s/ James “Joc” C. O’Rourke | | |

| James “Joc” C. O’Rourke | | |

| James “Joc” C. O’Rourke | | | | | | | | | | | | | | |

| Denise C. Johnson | | | | | | | | | | | | | | |

F-2

F-3

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

F-4

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 operating expense of $173 million, or $(0.36) per diluted share, related to an increase in our environmental reserves, expenses of $41 million, or $(0.10) per diluted share, related to maintaining closed and indefinitely idled facilities in Florida, and $10 million, or $(0.02) per diluted share, related to fixed asset write-offs

- Asset retirement obligation (“ARO”) costs of $157 million, or $(0.34) per diluted share, related to upward revisions in the estimated costs of our AROs for closed facilities

- 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

- Unrealized loss on derivatives of $21 million, or $(0.04) per diluted share

- Foreign currency transaction gain of $98 million, or $0.18 per diluted share

- Other operating income of $9 million, or $0.02 per diluted share, for insurance proceeds related to Hurricane Ida, and $7 million, or $0.02 per diluted share, related to a gain on the sale of assets

Net earnings for 2021 included the following notable items (noted on a pre-tax basis, with the exception of discrete income tax) that negatively impacted net earnings by $291 million, net of tax, or $(0.76) per diluted share.

The most significant of which were as follows:

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

- Foreign currency transaction loss of $79 million, or $(0.16) per diluted share

- Discrete income tax provision of $43 million, or $(0.11) per diluted share

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

- Depreciation expense of $37 million, or $(0.08) per diluted share, related to the acceleration of the closure of our K1 and K2 mine shafts at our Esterhazy, Saskatchewan mine

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

- ARO costs of $25 million, or $(0.05) per diluted share, related to revisions in the estimated costs of our AROs.

- Unrealized loss on derivatives of $14 million, or $(0.02) per diluted share

- Other operating income of $20 million, or $0.04 per diluted share, related to the sale of our warehouse in Houston, Texas and $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 Fertilizantes P&K S.A. or the “Acquired Business”)

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

F-5

commodities markets.

*•*In the first quarter of 2022, our Board of Directors approved the establishment of a new $1.0 billion share repurchase authorization, which was completed in the second quarter of 2022.

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

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

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

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.

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

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

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