Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the material under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Annual Report on Form 10-K of The Mosaic Company filed with the Securities and Exchange Commission for the year ended December 31, 2021 (the “10-K Report”) and the material under Item 1 of Part I of this report.

Throughout the discussion below, we measure units of production, sales and raw materials in metric tonnes, which are the equivalent of 2,205 pounds, unless we specifically state we mean long ton(s), which are the equivalent of 2,240 pounds. In the following tables, there are certain percentages that are not considered to be meaningful and are represented by “NM.”


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Results of Operations

The following table shows the results of operations for the three and nine months ended September 30, 2022 and September 30, 2021:


	Three months ended										Nine months ended
	September 30,						2022-2021				September 30,						2022-2021
(in millions, except per share data)	2022			2021			Change		Percent		2022			2021			Change		Percent
Net sales	$	5,348.5		$	3,418.6		$	1,929.9	56	%	$	14,643.9		$	8,516.4		$	6,127.5	72	%
Cost of goods sold	3,846.5			2,554.1			1,292.4		51	%	9,856.5			6,464.7			3,391.8		52	%
Gross margin	1,502.0			864.5			637.5		74	%	4,787.4			2,051.7			2,735.7		133	%
Gross margin percentage	28		%	25		%					33		%	24		%
Selling, general and administrative expenses	124.5			97.7			26.8		27	%	365.1			307.0			58.1		19	%

Mine closure costs	—			—			—		NM		—			158.1			(158.1)		NM
Other operating expense	222.8			65.2			157.6		NM		337.6			87.8			249.8		NM
Operating earnings	1,154.7			701.6			453.1		65	%	4,084.7			1,498.8			2,585.9		173	%

Interest expense, net	(30.6)			(47.8)			17.2		(36)	%	(104.0)			(130.1)			26.1		(20)	%
Foreign currency transaction gain (loss)	(61.1)			(100.1)			39.0		(39)	%	22.4			(34.8)			57.2		(164)	%
Other income (expense)	(2.3)			0.6			(2.9)		NM		(37.8)			5.0			(42.8)		NM
Earnings from consolidated companies before income taxes	1,060.7			554.3			506.4		91	%	3,965.3			1,338.9			2,626.4		196	%
Provision for income taxes	276.6			176.6			100.0		57	%	1,018.3			352.2			666.1		189	%
Earnings from consolidated companies	784.1			377.7			406.4		108	%	2,947.0			986.7			1,960.3		199	%
Equity in net earnings (loss) of nonconsolidated companies	72.1			(1.2)			73.3		NM		138.7			(13.2)			151.9		NM
Net earnings including noncontrolling interests	856.2			376.5			479.7		127	%	3,085.7			973.5			2,112.2		NM
Less: Net earnings attributable to noncontrolling interests	14.5			4.6			9.9		NM		26.1			7.7			18.4		NM
Net earnings attributable to Mosaic	$	841.7		$	371.9		$	469.8	126	%	$	3,059.6		$	965.8		$	2,093.8	NM
Diluted net earnings per share attributable to Mosaic	$	2.42		$	0.97		$	1.45	149	%	$	8.50		$	2.52		$	5.98	NM
Diluted weighted average number of shares outstanding	347.7			383.2							360.1			383.0

Overview of Consolidated Results for the three months ended September 30, 2022 and 2021

For the three months ended September 30, 2022, Mosaic had net income of $841.7 million, or $2.42 per diluted share, compared to net income of $371.9 million, or $0.97 per diluted share, for the prior year period.

Significant factors affecting our results of operations and financial condition are listed below. Certain of these factors are discussed in more detail in the following sections of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

For the three months ended September 30, 2022, operating results in all of our segments benefited from higher average sales prices compared to the prior year period. Average selling prices rose throughout 2021 and into the first half of 2022, driven by tightness in global supply and demand. The Russian invasion of Ukraine in February 2022 has resulted in instability in global commodities markets. The invasion, together with the continuation of reduced exports by Belarus, has significantly reduced the physical supply of fertilizer and agricultural commodities produced in those geographies. This has contributed to rising fertilizer prices globally. In addition, Chinese export restrictions on phosphates have also impacted the global supply of fertilizer and contributed to tightening in the worldwide fertilizer market.

Our operating results during the three months ended September 30, 2022 were favorably impacted in our Potash segment by higher average sales prices compared to the prior year period, driven by the factors discussed above. Current period operating results were also favorably impacted by higher sales volumes compared to the prior year period. Our sales volumes were lower in the prior year period due to production shortfalls caused by the early closures of the K1 and K2 shafts at our Esterhazy mine.

Our operating results for the three months ended September 30, 2022 were unfavorably impacted in our Phosphate segment compared to the prior year period. Average selling prices were higher than the prior year period, driven by the factors described above. The benefit from higher sales prices was offset by higher raw material costs, primarily sulfur and ammonia, in the current year period compared to the prior year period. The purchase prices of these raw materials are driven by global supply and demand. Operating results in the current year period were also unfavorably impacted by lower finished product sales volumes due to customers deferring purchases to future periods in North America, and delayed shipments caused by Hurricane Ian.

For the three months ended September 30, 2022, our operating results were favorably impacted in our Mosaic Fertilizantes segment. Sales prices increased globally compared to the same period in the prior year, as discussed above. The favorable results were partially offset by increased product costs, primarily material purchases by our distribution business, inflationary pressure on production costs and higher raw materials costs, as global prices of sulfur and ammonia increased from the prior year period. Sales volumes were lower in the current year period compared to the same period in the prior year, mainly due to farmers deferring purchase decisions.

In addition to the items noted above, our current period results were negatively impacted by a total of $357 million pre-tax, or $(0.80) per diluted share, related to the following notable items:

*•*Asset retirement obligation (“ARO”) costs of $146 million, or $(0.32) per diluted share, related to upward revisions in the estimated costs of our asset retirement obligations for closed facilities

Unrealized loss on derivatives of $76 million, or $(0.16) per diluted share
Other operating expense of $71 million, or $(0.15) per diluted share, related to an increase in our environmental reserves for remediation at our Florida locations
Foreign currency transaction loss of $61 million, or $(0.13) per diluted share
Other operating expense of $12 million, or $(0.02) per diluted share, related to maintaining closed and indefinitely idled facilities in Florida
Discrete income tax expense of $12 million, or $(0.04) per diluted share
Cost of goods sold impact of $9 million, or $(0.02) per diluted share, related to Hurricane Ian idle costs
Functional currency impact in cost of goods sold of $14 million, or $0.03 per diluted share
Other operating income of $4 million, or $0.01 per diluted share, for insurance proceeds related to Hurricane Ida

Other Highlights

*•*During the three months ended September 30, 2022, our Board of Directors approved the establishment of a new $2.0 billion share repurchase authorization.

During the three months ended September 30, 2022, we repurchased 11,666,578 shares of Common Stock in the open market under our prior and new repurchase programs for approximately $574.8 million.

Overview of Consolidated Results for the nine months ended September 30, 2022 and 2021

Net earnings attributable to Mosaic for the nine months ended September 30, 2022 was $3.1 billion, or $8.50 per diluted share, compared to net earnings of $965.8 million, or $2.52 per diluted share, for the same period a year ago.

Results for the nine months ended September 30, 2022 and 2021 reflected the factors discussed above in the discussion for the three months ended September 30, 2022 and 2021, in addition to those noted below. Certain of these factors are discussed in more detail in the following sections of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.


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Operating results in our Potash segment for the nine months ended September 30, 2022 were favorably impacted by an increase in the average selling price of potash compared to the prior year period and an increase in sales volumes in the current year period. These results were driven by the factors mentioned above in the three-month discussion.

Operating results in our Phosphate segment for the nine months ended September 30, 2022 were favorably impacted by higher phosphate average selling prices compared to the prior year period. These results were driven by the factors mentioned above in the three-month discussion. Operating results in the current year period were unfavorably impacted by higher raw material costs and lower finished product sales volumes in the current year period, as discussed above in the three-month discussion. Adverse weather conditions in North America also contributed to a condensed spring season resulting in lower sales volumes for the nine months ended September 30, 2022.

For the nine months ended September 30, 2022, operating results in our Mosaic Fertilizantes segment were favorably impacted by an increase in average sales prices in the current year compared to the prior year period, driven by strong global demand and tight supply. These results were partially offset by the unfavorable impact of increased costs and lower sales volumes as discussed above in the three-month discussion.

In addition to the items noted above, the results for the nine months ended September 30, 2022 were negatively impacted by $350 million pre-tax due to notable items. The most significant of which were as follows:

Expense of $160 million, related to upward revisions in the estimated costs of our AROs
Other operating expense of $101 million related to upwards revisions in environmental reserves and $30 million, related to maintaining closed and indefinitely idled facilities in Florida
Unrealized loss on derivatives of $35 million,
Other non-operating expense of $26 million related to a realized loss on RCRA trust securities and $12 million for the write-down of an investment
Cost of goods sold impact of $9 million related to Hurricane Ian idle costs
Discrete income tax expense of $17 million
Foreign currency transaction gain of $22 million
Other operating income of $7 million related to the sale of assets

Other Highlights

During the nine months ended September 30, 2022, we repurchased 29,400,562 shares of Common Stock in the open market under our repurchase programs for approximately $1.6 billion for an average purchase price of $54.73 per share. This includes 7,056,229 shares we purchased under an accelerated share repurchase agreement in the first quarter of 2022.
In the first quarter of 2022, our Board of Directors approved the establishment of a new $1 billion share repurchase authorization, which was completed in the second quarter of 2022 and a new $2 billion share repurchase was authorized in the third quarter.
In the first quarter of 2022, our Board of Directors approved a regular dividend increase to $0.60 per share annually from $0.45, beginning with the second quarter of 2022.


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Phosphate Net Sales and Gross Margin

The following table summarizes the Phosphate segment’s net sales, gross margin, sales volume, selling prices and raw material prices:


	Three months ended										Nine months ended
	September 30,						2022-2021				September 30,						2022-2021
(in millions, except price per tonne or unit)	2022			2021			Change		Percent		2022			2021			Change		Percent
Net sales:
North America	$	1,177.9		$	800.2		$	377.7	47	%	$	3,101.4		$	2,272.4		$	829.0	36	%
International	399.7			481.1			(81.4)		(17)	%	1,773.1			1,184.7			588.4		50	%
Total	1,577.6			1,281.3			296.3		23	%	4,874.5			3,457.1			1,417.4		41	%
Cost of goods sold	1,219.7			917.1			302.6		33	%	3,347.3			2,611.8			735.5		28	%
Gross margin	$	357.9		$	364.2		$	(6.3)	(2)		$	1,527.2		$	845.3		$	681.9	81	%
Gross margin as a percentage of net sales	23		%	28		%					31		%	24		%
Sales volumes(a) (in thousands of metric tonnes)
DAP/MAP	824			907			(83)		(9)	%	2,555			2,997			(442)		(15)	%
Performance and Other(b)	827			929			(102)		(11)	%	2,432			2,883			(451)		(16)	%
Total finished product tonnes	1,651			1,836			(185)		(10)	%	4,987			5,880			(893)		(15)	%
Rock	410			450			(40)		(9)	%	1,328			1,256			72		6	%
Total Phosphate Segment Tonnes(a)	2,061			2,286			(225)		(10)	%	6,315			7,136			(821)		(12)	%
Realized prices ($/tonne)
Average finished product selling price (destination)(c)	$	924		$	681		$	243	36	%	$	950		$	575		$	375	65	%
DAP selling price (fob plant)	$	809		$	605		$	204	34	%	$	829		$	524		$	305	58	%

Average cost per unit consumed in cost of goods sold:
Ammonia (metric tonne)	$	665		$	424		$	241	57	%	$	583		$	371		$	212	57	%
Sulfur (long ton)	$	436		$	214		$	222	104	%	$	400		$	167		$	233	140	%
Blended rock (metric tonne)	$	68		$	59		$	9	15	%	$	68		$	60		$	8	13	%
Production volume (in thousands of metric tonnes) - North America	1,664			1,738			(74)		(4)	%	5,045			5,476			(431)		(8)	%

____________________________

(a) Includes intersegment sales volumes.

(b) Includes sales volumes of MicroEssentials® and animal feed ingredients.

Three months ended September 30, 2022 and September 30, 2021

The Phosphate segment’s net sales were $1.6 billion for the three months ended September 30, 2022, compared to $1.3 billion for the three months ended September 30, 2021. The increase in net sales in the current year period was primarily due to higher sales prices, which had a favorable impact of approximately $360 million compared to the prior year period. This was partially offset by lower phosphate sales volumes in the current period, which had an unfavorable impact on net sales of approximately $110 million compared to the prior year period. Net sales were also favorably impacted by approximately $20 million due to increased sales in our Miski Mayo operation.

Our average finished product selling price increased 36% to $924 per tonne for the three months ended September 30, 2022, compared to $681 per tonne in the prior year period, due to the factors discussed in the Overview.


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The Phosphate segment’s sales volumes of finished products decreased by 10% for the three months ended September 30, 2022, compared to the same period in the prior year, due to the factors discussed in the Overview.

Gross margin for the Phosphate segment decreased to $357.9 million for the three months ended September 30, 2022, from $364.2 million for the three months ended September 30, 2021. The decrease in gross margin in the current year period was primarily due to an unfavorable impact of approximately $250 million from increased raw material prices, largely driven by pricing of sulfur and ammonia. Lower sales volumes unfavorably impacted gross margin by approximately $70 million compared to the prior year period. Gross margin was also unfavorably impacted by approximately $30 million due to increased conversion costs, caused by the composition of rock, and higher maintenance and turnaround costs of approximately $20 million, compared to the prior period, due to the timing of turnaround. These impacts were partially offset by higher sales prices, which favorably impacted gross margin by approximately $360 million compared to the prior year period.

The average consumed price for ammonia for our North America operations increased 57% to $665 per tonne for the three months ended September 30, 2022, from $424 in the same period a year ago. We typically purchase approximately one-third of our ammonia from various suppliers in the spot market, with the remaining two-thirds either purchased through an ammonia supply agreement with CF Industries ("CF") or produced internally at our Faustina, Louisiana location. On October 14, 2022, we received notice from CF to exercise the bilateral, contractual right to end the ammonia supply agreement in its current form, effective January 1, 2025. The contract allows for either party to exercise rights through 2032 that can result in changes to terms and conditions. We are confident that we will continue to have adequate sources of supply for ammonia at competitive pricing, including from CF Industries. The average consumed sulfur price for our North America operations increased 104% to $436 per long ton for the three months ended September 30, 2022, from $214 in the same period a year ago. The purchase prices of these raw materials are driven by global supply and demand. The consumed ammonia and sulfur prices also include transportation, transformation and storage costs.

The average consumed cost of purchased and produced phosphate rock increased to $68 per tonne for the three months ended September 30, 2022, from $59 for the three months ended September 30, 2021, primarily due to using more Miski Mayo rock in the current year period. For the three months ended September 30, 2022, our North America phosphate rock production increased slightly to 2.9 million tonnes from 2.8 million tonnes during the same period of the prior year.

The Phosphate segment’s production of crop nutrient dry concentrates and animal feed ingredients decreased 4% for the three months ended September 30, 2022 from the prior year period. The lower production in the current year period reflects impacts from downtime at our Florida locations due to Hurricane Ian in September. Our operating rate for processed phosphate production decreased slightly to 67% for the three months ended September 30, 2022, from 70% for the same period in 2021.

Nine months ended September 30, 2022 and September 30, 2021

The Phosphate segment’s net sales were $4.9 billion for the nine months ended September 30, 2022, compared to $3.5 billion for the nine months ended September 30, 2021. The increase in net sales was primarily due to higher finished product selling prices in the current year period, which favorably impacted net sales by approximately $1.7 billion compared to the prior year period. This was partially offset by lower sales volumes of finished goods, which unfavorably impacted net sales by approximately $460 million. In addition, net sales were also favorably impacted by approximately $160 million, primarily due to sales of rock in our Miski Mayo operation and sales of excess ammonia and sulfur in the current year period.

Our average finished product selling price was $950 per tonne for the nine months ended September 30, 2022, an increase of $375 per tonne from the same period a year ago, due to the factors discussed in the Overview.

The Phosphate segment’s sales volumes of finished products decreased by 15% for the nine months ended September 30, 2022, compared to the same period in the prior year ago, due to the factors discussed in the Overview.

Gross margin for the Phosphate segment increased to $1.5 billion for the nine months ended September 30, 2022, from $845.3 million for the nine months ended September 30, 2021. The increase in gross margin in the current year period was primarily due to the impact of higher finished product prices of approximately $1.7 billion compared to the prior year. These increases were partially offset by higher raw material costs as discussed below, which impacted gross margin by approximately $600 million. Gross margin was also unfavorably impacted by approximately $200 million due to lower sales volumes, higher conversion costs of approximately $110 million, due to higher maintenance and water management costs, and higher costs of approximately $50 million related to the timing of idle plant and turnaround costs in the current year period.


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The average consumed price for ammonia for our North America operations was $583 per tonne for the nine months ended September 30, 2022, compared to $371 in the same period a year ago. The average consumed price for sulfur for our North America operations increased to $400 per long ton for the nine months ended September 30, 2022, from $167 in the same period a year ago. The purchase prices of these raw materials are driven by global supply and demand.

The average consumed cost of purchased and produced phosphate rock increased to $68 per tonne for the nine months ended September 30, 2022, compared to $60 per tonne for the prior year period, primarily due to using more Miski Mayo rock in the current year period. Our North America phosphate rock production decreased to 7.5 million tonnes for the nine months ended September 30, 2022, compared to 8.6 million for the nine months ended September 30, 2021, due to geology of rock and operational challenges.

The Phosphate segment’s production of crop nutrient dry concentrates and animal feed ingredients decreased to 5.0 million tonnes for the nine months ended September 30, 2022, compared to 5.5 million tonnes in the prior year period. For the nine months ended September 30, 2022, our operating rate for processed phosphate production decreased to 68%, compared to 73% in the same period of the prior year.

Potash Net Sales and Gross Margin

The following table summarizes the Potash segment’s net sales, gross margin, sales volume and selling price:


	Three months ended										Nine months ended
	September 30,						2022-2021				September 30,						2022-2021
(in millions, except price per tonne or unit)	2022			2021			Change		Percent		2022			2021			Change		Percent
Net sales:
North America	$	440.5		$	297.5		$	143.0	48	%	$	1,628.5		$	1,067.9		$	560.6	52	%
International	991.6			291.8			699.8		NM		2,443.6			661.8			1,781.8		NM
Total	1,432.1			589.3			842.8		143	%	4,072.1			1,729.7			2,342.4		135	%
Cost of goods sold	633.4			353.3			280.1		79	%	1,766.9			1,136.3			630.6		55	%
Gross margin	$	798.7		$	236.0		$	562.7	NM		$	2,305.2		$	593.4		$	1,711.8	NM
Gross margin as a percentage of net sales	56		%	40		%					57		%	34		%



Sales volume(a) (in thousands of metric tonnes)
MOP	1,952			1,547			405		26	%	5,529			5,358			171		3	%
Performance and Other(b)	190			261			(71)		(27)	%	709			756			(47)		(6)	%
Total Potash Segment Tonnes	2,142			1,808			334		18	%	6,238			6,114			124		2	%
Realized prices ($/tonne)
Average finished product selling price (destination)	$	669		$	326		$	343	105	%	$	653		$	283		$	370	131	%
MOP selling price (fob mine)	$	666		$	290		$	376	130	%	$	632		$	242		$	390	161	%
Production volume (in thousands of metric tonnes)	2,266			1,580			686		43	%	6,902			5,996			906		15	%

______________________________

(a) Includes intersegment sales volumes.

(b) Includes sales volumes of K-Mag, Aspire and animal feed ingredients.

Three months ended September 30, 2022 and September 30, 2021

The Potash segment’s net sales increased to $1.4 billion for the three months ended September 30, 2022, compared to $0.6 billion in the same period a year ago. The increase was due to higher selling prices, which had a favorable impact on net sales of approximately $760 million, compared to the same period in the prior year, and higher sales volumes compared to the prior year, which favorably impacted net sales by approximately $80 million.

Our average finished product selling price was $669 per tonne for the three months ended September 30, 2022, compared to $326 per tonne for the same period a year ago, as a result of the factors described in the Overview.


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The Potash segment’s sales volumes of finished products increased to 2.1 million tonnes for the three months ended September 30, 2022, compared to 1.8 million tonnes in the same period a year ago, due to the factors discussed in the Overview.

Gross margin for the Potash segment increased to $798.7 million for the three months ended September 30, 2022, from $236.0 million in the same period of the prior year. The increase in gross margin in the current year period is primarily due to an increase in selling prices, which contributed approximately $760 million to gross margin, compared to the prior year period, and an increase in sales volumes, which contributed approximately $35 million to gross margin, compared to the prior year. Gross margin was also positively impacted by favorable absorption of approximately $80 million, due to increased production in the current period, and favorable turnaround impacts, due to timing, of approximately $20 million. Gross margin was unfavorably impacted by increased plant spending of approximately $110 million, primarily due to higher deprecation and natural gas costs, and by higher Canadian resource taxes and royalties, as discussed below.

We had expense of $258.4 million from Canadian resource taxes for the three months ended September 30, 2022, compared to $57.3 million in the same period a year ago. Canadian royalty expense increased to $30.5 million for the three months ended September 30, 2022, compared to $8.2 million for the three months ended September 30, 2021. The fluctuations in Canadian resource taxes and royalties are a result of an increase in our sales revenue and margins.

Our operating rate for potash production was 81% for the current year period, compared to 65% in the prior year period. The prior year period operating rate was unfavorably impacted by the closure of our K1 and K2 shafts at our Esterhazy mine.

Nine months ended September 30, 2022 and September 30, 2021

The Potash segment’s net sales increased to $4.1 billion for the nine months ended September 30, 2022, compared to $1.7 billion in the same period a year ago. The increase was due to higher selling prices, which had a favorable impact on net sales of approximately $2.3 billion, and by higher sales volumes, which had a favorable impact on net sales of approximately $30 million.

Our average selling price was $653 per tonne for the nine months ended September 30, 2022, compared to $283 per tonne for the same period a year ago, due to the factors discussed above in the Overview.

The Potash segment’s sales volumes increased to 6.2 million tonnes for the nine months ended September 30, 2022, compared to 6.1 million tonnes in the same period a year ago, due to the factors discussed in the Overview.

Gross margin for the Potash segment increased to $2.3 billion for the nine months ended September 30, 2022, from $593.4 million for the same period in the prior year. Gross margin was favorably impacted by approximately $2.3 billion, due to the increase in average selling prices, and by higher sales volumes, which had a favorable impact on net sales of approximately $10 million. Gross margin was also positively impacted by favorable absorption of approximately $100 million, due to increased production in the current year period. Gross margin was unfavorably impacted by higher Canadian resource taxes and royalties of approximately $605 million in the current year period, as discussed below. Gross margin was also negatively impacted in the current year period by higher operational plant spending of approximately $125 million, due to higher natural gas costs and costs associated with operating our Colonsay, Saskatchewan mine, which was not operating in the prior year period, and depreciation costs associated with our K3 shaft assets.

We incurred $690.1 million in Canadian resource taxes for the nine months ended September 30, 2022, compared to $146.5 million in the same period a year ago. Canadian royalty expense increased to $89.0 million for the nine months ended September 30, 2022, compared to $26.7 million for the nine months ended September 30, 2021. The fluctuations in Canadian resource taxes and royalties are due to an increase in our sales revenues and margins.

On June 4, 2021, due to increased brine inflows, we made the decision to immediately close the K1 and K2 shafts at our Esterhazy mine, which eliminated future brine inflow management expenses. Therefore, we did not incur any brine inflow management expenses for the nine months ended September 30, 2022, compared to $28 million in brine inflow management expenses, including depreciation on brine assets, during the nine months ended September 30, 2021.

Our operating rate was 82% for each of the nine months ended September 30, 2022 and 2021.


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Mosaic Fertilizantes Net Sales and Gross Margin

The following table summarizes the Mosaic Fertilizantes segment’s net sales, gross margin, sales volume and selling price.


	Three months ended										Nine months ended
	September 30,						2022-2021				September 30,						2022-2021
(in millions, except price per tonne or unit)	2022			2021			Change		Percent		2022			2021			Change		Percent
Net Sales	$	2,628.7		$	1,754.7		$	874.0	50	%	$	6,377.0		$	3,553.8		$	2,823.2	79	%
Cost of goods sold	2,280.4			1,422.5			857.9		60	%	5,359.2			2,933.4			2,425.8		83	%
Gross margin	$	348.3		$	332.2		$	16.1	5	%	$	1,017.8		$	620.4		$	397.4	64	%
Gross margin as a percent of net sales	13		%	19		%					16		%	17		%
Sales volume (in thousands of metric tonnes)
Phosphate produced in Brazil(a)	488			722			(234)		(32)	%	1,863			1,944			(81)		(4)	%
Potash produced in Brazil	33			56			(23)		(41)	%	125			185			(60)		(32)	%
Purchased nutrients for distribution	2,303			2,572			(269)		(10)	%	4,978			5,626			(648)		(12)	%
Total Mosaic Fertilizantes Segment Tonnes	2,824			3,350			(526)		(16)	%	6,966			7,755			(789)		(10)	%
Realized prices ($/tonne)
Average finished product selling price (destination)	$	931		$	524		$	407	78	%	$	915		$	458		$	457	100	%
Brazil MAP price (delivered price to third party)	$	866		$	622		$	244	39	%	$	936		$	543		$	393	72	%
Purchases ('000 tonnes)
DAP/MAP from Mosaic	30			62			(32)		(52)	%	247			222			25		11	%
MicroEssentials® from Mosaic	370			343			27		8	%	1,067			964			103		11	%
Potash from Mosaic/Canpotex	798			1,024			(226)		(22)	%	1,885			1,986			(101)		(5)	%
Average cost per unit consumed in cost of goods sold:
Ammonia (metric tonne)	$	1,267		$	640		$	627	98	%	$	1,285		$	524		$	761	145	%
Sulfur (long ton)	$	432		$	222		$	210	95	%	$	388		$	179		$	209	117	%
Blended rock (metric tonne)	$	106		$	81		$	25	31	%	$	104		$	79		$	25	32	%
Production volume (in thousands of metric tonnes)	811			982			(171)		(17)	%	2,647			2,760			(113)		(4)	%

______________________________

(a) Excludes internally produced volumes used in purchased nutrients for distribution.

Three months ended September 30, 2022 and September 30, 2021

The Mosaic Fertilizantes segment’s net sales increased to $2.6 billion for the three months ended September 30, 2022, from $1.8 billion in the same period a year ago. The increase in net sales was due to higher finished product sales prices, which favorably impacted net sales by approximately $1.1 billion. This was partially offset by lower finished goods sales volumes, which had an unfavorable impact of approximately $240 million.

Our average finished product selling price was $931 per tonne for the three months ended September 30, 2022, compared to $524 per tonne for the same period a year ago, due to the increase in global sales prices as discussed in the Overview.

The Mosaic Fertilizantes segment’s sales volumes of finished products decreased 16% for the three months ended September 30, 2022, compared to the same period a year ago. Sales volumes were impacted by a reduction in market demand in the current period.

Gross margin for the Mosaic Fertilizantes segment increased to $348.3 million for the three months ended September 30, 2022, from $332.2 million in the same period of the prior year. The increase in gross margin was primarily due to a favorable impact


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of approximately $1.1 billion related to the increase in selling prices during the current year period compared to the prior year period. An increase in product costs, primarily higher nitrogen and potash products for our distribution business and higher sulfur and ammonia for phosphate production, and increases in other production costs collectively had an unfavorable impact on gross margin of approximately $1.0 billion, compared to the prior year period. Gross margin was also unfavorably impacted by a decrease in specialty product revenue, largely driven by gypsum and sulfuric acid, of approximately $20 million, and increased turnaround costs of approximately $30 million.

The average consumed price for ammonia for our Brazilian operations increased to $1,267 per tonne for the three months ended September 30, 2022, compared to $640 per tonne in the prior year period. The average consumed sulfur price for our Brazilian operations was $432 per long ton for the three months ended September 30, 2022, compared to $222 per long ton in the prior year period. The purchase prices of ammonia and sulfur are driven by global supply and demand, and also include transportation, transformation, and storage costs.

The Mosaic Fertilizantes segment's production of crop nutrient dry concentrates and animal feed ingredients decreased 17% for the three months ended September 30, 2022, compared to the prior year period. For the three months ended September 30, 2022, our phosphate operating rate decreased to 76%, compared to 91% in the same period of the prior year, due to plant maintenance.

For each of the three months ended September 30, 2022 and 2021, our Brazilian phosphate rock production remained flat at 1.0 million tonnes.

Nine months ended September 30, 2022 and 2021

The Mosaic Fertilizantes segment’s net sales were $6.4 billion for the nine months ended September 30, 2022, compared to $3.6 billion in the prior year period. In the current period, net sales were favorably impacted by approximately $2.9 billion due to higher finished goods sales prices, partially offset by the impact of lower finished goods sales volumes of approximately $330 million. Net sales were also favorably impacted by increased revenues from other products, primarily sulfur acid of approximately $210 million.

The average finished product selling price increased $457 per tonne to $915 per tonne for the nine months ended September 30, 2022, compared to $458 per tonne in the prior year period, primarily due to the increase in global prices mentioned in the Overview.

The Mosaic Fertilizantes segment’s sales volume decreased to 7.0 million tonnes for the nine months ended September 30, 2022, from 7.8 million tonnes in the same period a year ago, impacted by lower demand, primarily due to adverse weather conditions in certain areas of Brazil during the first half of 2022 and a reduction of market demand.

Gross margin for the nine months ended September 30, 2022, increased to $1.0 billion from $620.4 million in the same period in the prior year. In the current year period, gross margin was favorably impacted by favorable sales prices of approximately $2.9 billion. In the current year period, gross margin was negatively impacted by approximately $2.3 billion related to higher product costs, primarily material purchases by our distribution business and raw materials costs. Production costs at our facilities were approximately $70 million higher than the prior year period. Gross margin was also unfavorably impacted by lower sales volumes of approximately $60 million, and increased turnaround costs of approximately $50 million.

The Mosaic Fertilizantes segment’s production of crop nutrient dry concentrates and animal feed ingredients decreased 4% compared to the prior year period. For the each of the nine months ended September 30, 2022, and 2021, our phosphate operating rate was 84%, compared to 85% in the same period of the prior year.

For the nine month period ended September 30, 2022, our Brazilian phosphate rock production increased slightly to 3.0 million tonnes, from 2.9 million tonnes for the prior year period.

Corporate, Eliminations and Other

In addition to our three operating segments, we assign certain costs to Corporate, Eliminations and Other, which is presented separately in Note 18 to our Notes to Condensed Consolidated Financial Statements. Corporate, Eliminations and Other includes the results of the China and India distribution businesses, intersegment eliminations, including profit on intersegment sales, unrealized mark-to-market gains and losses on derivatives, debt expenses and Streamsong Resort® results of operations.


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For the three months ended September 30, 2022, gross margin for Corporate, Eliminations and Other was $(2.9) million, compared to $(67.9) million for the same period in the prior year. Gross margin was favorably impacted by lower elimination of profit on intersegment sales in the current year period, which changed from the prior year period by approximately $164.2 million. Gross margin was unfavorably impacted by a net unrealized loss of $75.5 million in the current year period, primarily on foreign currency derivatives, compared to a net unrealized loss of $26.3 million in the prior year period. Gross margin was also negatively impacted by distribution operations, primarily in China, due to inventory adjustments. China and India, collectively, had revenue of $158.6 million and gross margin of $(13.7) million in the current year period, compared to revenue of $136.2 million and gross margin of $22.9 million in the prior year period.

For the nine months ended September 30, 2022, gross margin for Corporate, Eliminations and Other was $(62.8) million, compared to $(7.4) million for the same period in the prior year. Gross margin was unfavorably impacted by a net unrealized loss of $34.5 million in the current year period, primarily on foreign currency derivatives, compared to a net unrealized gain of $3.6 million in the prior year period. Gross margin was also unfavorably impacted by higher elimination of profit on intersegment sales in the current year period, which changed from the prior year period by approximately $51.1 million. Gross margin was positively impacted by distribution operations, primarily in China, due to increased pricing, which was partially offset by inventory adjustments and increased product costs. China and India, collectively had revenue of $769.5 million and gross margin of $137.6 million in the current year period, compared to revenue of $475.8 million and gross margin of $95.9 million in the prior year period.

Other Income Statement Items


	Three months ended								Nine months ended
	September 30,				2022-2021				September 30,				2022-2021
(in millions)	2022		2021		Change		Percent		2022		2021		Change		Percent
Selling, general and administrative expenses	$	124.5	$	97.7	$	26.8	27	%	$	365.1	$	307.0	$	58.1	19	%

Mine closure costs	—		—		—		NM		—		158.1		(158.1)		(100)	%
Other operating expense	222.8		65.2		157.6		NM		337.6		87.8		249.8		NM

Interest expense	(38.2)		(54.6)		16.4		(30)	%	(125.2)		(147.8)		22.6		(15)	%
Interest income	7.6		6.8		0.8		12	%	21.2		17.7		3.5		20	%
Interest expense, net	(30.6)		(47.8)		17.2		(36)	%	(104.0)		(130.1)		26.1		(20)	%
Foreign currency transaction gain (loss)	(61.1)		(100.1)		39.0		(39)	%	22.4		(34.8)		57.2		(164)	%
Other income (expense)	(2.3)		0.6		(2.9)		NM		(37.8)		5.0		(42.8)		NM
Provision for income taxes	276.6		176.6		100.0		57	%	1,018.3		352.2		666.1		189	%
Equity in net earnings (loss) of nonconsolidated companies	72.1		(1.2)		73.3		NM		138.7		(13.2)		151.9		NM

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended September 30, 2022 increased $26.8 million compared to the same period of the prior year, primarily due to approximately $35 million in consulting and professional services costs related to executing on our strategic initiatives. This was partially offset by lower incentive compensation costs of approximately $10 million in the current period.

Selling, general and administrative expenses for the nine months ended September 30, 2022 increased $58.1 million compared to the same period of the prior year, primarily due to approximately $46 million in consulting and professional services costs related to executing on our strategic initiatives. Costs in Mosaic Fertilizantes increased approximately $15 million, due to impacts from inflation and higher compensation costs. Costs also increased due to increased share based payment expense of approximately $8 million compared to the prior year period. Increased costs were partially offset by decreased incentive accruals in the current year period of approximately $18 million.


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Mine Closure Costs

On June 4, 2021, due to increased brine inflow, we decided to accelerate the shutdown of our K1 and K2 mine shafts at our Esterhazy, Saskatchewan potash mine. For the nine months ended September 30, 2021, we recognized pre-tax costs of $158.1 million related to the permanent closure of these facilities.

Other Operating Expense

For the three months ended September 30, 2022, we had other operating expenses of $222.8 million, compared to $65.2 million for the same period in the prior year. The three months ended September 30, 2022 included an increase of approximately $146 million related to upward revisions in estimated closure costs for asset retirement obligations at our closed facilities and approximately $70 million related to environmental reserves related to remediation at our Florida locations.

For the nine months ended September 30, 2022, we had other operating expenses of $337.6 million, compared to $87.8 million for the same period in the prior year. The increase from the prior year period was primarily due to approximately $160 million related to upward revisions in estimated closure costs for our asset retirement obligations at our closed facilities, approximately $101 million related to increases in environmental reserves, and approximately $30 million related to costs of maintaining closed and indefinitely idled facilities. The prior year period included income of approximately $20 million related to a gain on the sale of a warehouse and $8 million related to the recovery of a reserve for the Acquired Business.

Interest Expense, net

Net interest expense decreased to $30.6 million and $104.0 million, respectively, for the three and nine months ended September 30, 2022, compared to $47.8 million and $130.1 million for the same periods in the prior year, due to lower debt levels in the current year.

Foreign Currency Transaction Gain (Loss)

We recorded a foreign currency transaction loss of $(61.1) million and a foreign currency transaction gain of $22.4 million for the three and nine months ended September 30, 2022, respectively, compared to losses of $(100.1) million and $(34.8) million for the three and nine months ended September 30, 2021, respectively.

For the three months ended September 30, 2022, the loss was the result of the effect of the strengthening of the U.S. dollar relative to the Brazilian real on U.S. dollar-denominated payables held by our Brazilian subsidiaries and significant intercompany loans, and the strengthening of the U.S. dollar relative to the Canadian dollar on significant intercompany loans and U.S. dollar-denominated payments.

For the nine months ended September 30, 2022, the gain was the result of the effect of the weakening of the U.S. dollar relative to the Brazilian real of U.S. dollar-denominated payables held by our Brazilian subsidiaries and on significant intercompany loans, partially offset by the strengthening of the U.S. dollar relative to the Canadian dollar on significant intercompany loans.

Other Income (Expense)

For the three and nine months ended September 30, 2022, we had other expense of $(2.3) million and $(37.8) million compared to income of $0.6 million and $5.0 million for the same periods in the prior year. The current year expense primarily related to approximately $25 million of realized losses on the marketable securities held in the RCRA Trusts and $12 million related to the write-down of an investment.

Equity in Net Earnings (Loss) of Nonconsolidated Companies

For the three and nine months ended September 30, 2022, we had equity in net earnings of nonconsolidated companies of $72.1 million and $138.7 million compared to equity in net losses of nonconsolidated companies of $(1.2) million and $(13.2) million for the same periods in the prior year. The current year gain was primarily related to the operations of MWSPC, which were favorably impacted by higher phosphate selling prices, and the continued ramp-up of its operations.


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Provision for Income Taxes


Three months ended	Effective Tax Rate		Provision for Income Taxes

September 30, 2022	26.1	%	$	276.6
September 30, 2021	31.9	%	$	176.6

Nine months ended	Effective Tax Rate		Provision for Income Taxes
September 30, 2022	25.7	%	$	1,018.3
September 30, 2021	26.3	%	$	352.2

Income tax expense was $276.6 million and $1.0 billion and the effective tax rate was 26.1% and 25.7% for the three and nine months ended September 30, 2022.

For the three months ended September 30, 2022, discrete tax items recorded in tax expense were approximately $12.1 million. This consisted primarily of the net tax cost related to the true up of estimates from our U.S. tax return provision and other miscellaneous costs. In addition to items specific to the period, our income tax rate is impacted by the mix of earnings across the jurisdictions in which we operate, by a benefit associated with depletion, a benefit associated with non-U.S. incentives, changes in valuation allowances and by the impact of certain entities being taxed in both their foreign jurisdiction and the U.S., including foreign tax credits for various taxes incurred

For the nine months ended September 30, 2022, discrete tax items recorded in tax expense were approximately $16.7 million. This consisted primarily of tax cost related to prior year estimate adjustments, interest of effectively settled unrecognized tax benefits, share-based excess benefit, true up of estimates related to our U.S. tax return provision and other miscellaneous costs. In addition to items specific to the period, our income tax rate is impacted by the mix of earnings across the jurisdictions in which we operate, by a benefit associated with depletion, by a benefit associated with non-U.S. incentives, by changes in valuation allowances and by the impact of certain entities being taxed in both their foreign jurisdiction and the U.S., including foreign tax credits for various taxes incurred.

Critical Accounting Estimates

The Condensed Consolidated Financial Statements are prepared in conformity with GAAP. In preparing the Condensed Consolidated Financial Statements, we are required to make various judgments, estimates and assumptions that could have a significant impact on the results reported in the Condensed Consolidated Financial Statements. We base these estimates on historical experience and other assumptions believed to be reasonable by management under the circumstances. Changes in these estimates could have a material effect on our Condensed Consolidated Financial Statements.

The basis for our financial statement presentation, including our significant accounting estimates, is summarized in Note 2 to the Condensed Consolidated Financial Statements in this report. A summary description of our significant accounting policies is included in Note 2 to the Consolidated Financial Statements in our 10-K Report. Further detailed information regarding our critical accounting estimates is included in Management’s Discussion and Analysis of Results of Operations and Financial Condition in our 10-K Report.

Liquidity and Capital Resources

As of September 30, 2022, we had cash and cash equivalents of $0.7 billion, short-term debt of $0.2 billion, long-term debt, including current maturities, of approximately $4.0 billion, and stockholders’ equity of approximately $11.7 billion. We have a target liquidity buffer of up to $3.0 billion, including cash and available committed and uncommitted credit lines. We expect our liquidity to fluctuate from time to time, especially in the first quarter of each year, to manage through the seasonality of our business. We also target debt leverage ratios that are consistent with investment grade credit metrics. Our capital allocation priorities include maintaining our target investment grade metrics and financial strength, sustaining our assets, including ensuring the safety and reliability of our assets, investing to grow our business, either through organic growth or taking advantage of strategic opportunities, and returning excess cash to shareholders, including paying our dividend. During the nine


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months ended September 30, 2022, we returned cash to shareholders through share repurchases of $1.6 billion and cash dividends of $163.3 million and invested $906.8 million in capital expenditures.

Funds generated by operating activities, available cash and cash equivalents, and our credit facilities continue to be our most significant sources of liquidity. We believe funds generated from the expected results of operations and available cash, cash equivalents and borrowings under our committed and uncommitted credit facilities, as needed, will be sufficient to finance our operations, including our capital expenditures, existing strategic initiatives, debt repayments and expected dividend payments, for at least the next 12 months. There can be no assurance, however, that we will continue to generate cash flows at or above current levels. As of September 30, 2022, we had $2.49 billion available under our $2.50 billion committed revolving credit facility, approximately $652.0 million available under our uncommitted facilities and $2.5 billion available under our commercial paper program, that is backed by the revolving credit facility. Our credit facilities, including the revolving credit facility, require us to maintain certain financial ratios, as discussed in Note 10 of our Notes to Consolidated Financial Statements in our 10-K Report. We were in compliance with these ratios as of September 30, 2022.

All of our cash and cash equivalents are diversified in highly rated investment vehicles. Our cash and cash equivalents are held either in the U.S. or held by non-U.S. subsidiaries and are not subject to significant foreign currency exposures, as the majority are held in investments denominated in U.S. dollars as of September 30, 2022. These funds may create foreign currency transaction gains or losses, however, depending on the functional currency of the entity holding the cash. In addition, there are no significant restrictions that would preclude us from bringing these funds back to the U.S., aside from withholding taxes.

The following table represents a comparison of the net cash provided by operating activities, net cash used in investing activities, and net cash used in or provided by financing activities for the nine months ended September 30, 2022 and September 30, 2021:


(in millions)	Nine months ended
September 30,					2022-2021
Cash Flow	2022		2021			Change		Percent
Net cash provided by operating activities	$	2,980.1	$	1,756.6		$	1,223.5	70	%
Net cash used in investing activities	(916.5)		(930.6)			14.1		(2)	%
Net cash used in financing activities	(2,105.7)		(578.7)			(1,527.0)		NM

Operating Activities

During the nine months ended September 30, 2022, net cash provided by operating activities was $3.0 billion, compared to $1.8 billion for the nine months ended September 30, 2021. Our results of operations, after non-cash adjustments to net earnings, contributed $4.1 billion to cash flows from operating activities during the nine months ended September 30, 2022, compared to $1.9 billion as computed on the same basis for the prior year period. During the nine months ended September 30, 2022, we had an unfavorable working capital change of $1.1 billion, compared to an unfavorable change of $173.9 million during the nine months ended September 30, 2021.

The change in working capital for the nine months ended September 30, 2022, was primarily driven by unfavorable impacts from increases in accounts receivable of $0.4 billion and in inventories of $1.0 billion, partially offset by increases in accounts payable and accrued expenses of $0.5 billion. The increase in accounts receivable was primarily related to higher prices at the end of the quarter compared to the end of the prior year. The increase in inventories was primarily due to higher raw material costs and higher product costs for our distribution operations, as well as an increase in volumes. The increases in accounts payable and accrued liabilities were primarily related to an increase in customer prepayments in Brazil, an increase in environmental reserves and higher accrued taxes due to current year earnings.

Investing Activities

Net cash used in investing activities was $916.5 million for the nine months ended September 30, 2022 compared to $930.6 million for the same period a year ago. We had capital expenditures of $906.8 million for the nine months ended September 30, 2022, compared to $925.8 million in the prior year period.


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Financing Activities

Net cash used in financing activities for the nine months ended September 30, 2022, was $2.1 billion, compared to $578.7 million for the same period in the prior year. During the nine months ended September 30, 2022, we made repurchases of our Common Stock of $1.6 billion and paid dividends of $163.3 million. We made payments on short term debt and financing arrangements of $108.0 million and payments on long-term debt of $44.5 million. We also made payments on our structured accounts payable arrangements of $123.5 million and payments of $79.9 million to the bank for amounts collected on their behalf under our Receivable Purchasing Agreement.

Debt Instruments, Guarantees and Related Covenants

See Notes 10 and 16 to the Consolidated Financial Statements in our 10-K Report.

Financial Assurance Requirements

In addition to various operational and environmental regulations related to our Phosphate segment, we are subject to financial assurance requirements. In various jurisdictions in which we operate, particularly Florida and Louisiana, we are required to pass a financial strength test or provide credit support, typically in the form of surety bonds, letters of credit, certificates of deposit or trust funds. Further information regarding financial assurance requirements is included in Management’s Discussion and Analysis of Results of Operations and Financial Condition in our 10-K Report, under “EPA RCRA Initiative,” and in Note 8 to our Condensed Consolidated Financial Statements in this report.

Off-Balance Sheet Arrangements and Obligations

Information regarding off-balance sheet arrangements and obligations is included in Management’s Discussion and Analysis of Results of Operations and Financial Condition in our 10-K Report and Note 17 to our Condensed Consolidated Financial Statements in this report.

Contingencies

Information regarding contingencies is hereby incorporated by reference to Note 17 to our Condensed Consolidated Financial Statements in this report.


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Forward-Looking Statements

Cautionary Statement Regarding Forward Looking Information

All statements, other than statements of historical fact, appearing in this report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements include, among other things, statements about our expectations, beliefs, intentions or strategies for the future, including statements about proposed or pending future transactions or strategic plans, statements concerning our future operations, financial condition and prospects, statements regarding our expectations for capital expenditures, statements concerning our level of indebtedness and other information, and any statements of assumptions regarding any of the foregoing. In particular, forward-looking statements may include words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “potential”, “predict”, “project” or “should”. These statements involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this filing.

Factors that could cause reported results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following:

the impact of the novel coronavirus Covid-19 pandemic on the global economy and our business, suppliers, customers, employees and the communities in which we operate, as further described in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021;
business and economic conditions and governmental policies affecting the agricultural industry where we or our customers operate, including price and demand volatility resulting from periodic imbalances of supply and demand;
a potential drop in oil demand, which could lead to a significant decline in production, and its impact on the availability and price of sulfur, a key raw material input for our Phosphate segment operations;
because of political and economic instability, civil unrest or changes in government policies in Brazil, Saudi Arabia, Peru or other countries in which we do business, our operations could be disrupted as higher costs of doing business could result, including those associated with implementation of new freight tables and new mining legislation;
changes in farmers’ application rates for crop nutrients;
changes in the operation of world phosphate or potash markets, including consolidation in the crop nutrient industry, particularly if we do not participate in the consolidation;
the expansion or contraction of production capacity or selling efforts by competitors or new entrants in the industries in which we operate, including the effects of actions by members of Canpotex to prove the production capacity of potash expansion projects, through proving runs or otherwise;
the effect of future product innovations or development of new technologies on demand for our products;
seasonality in our business that results in the need to carry significant amounts of inventory and seasonal peaks in working capital requirements, which may result in excess inventory or product shortages;
changes in the costs, or constraints on supplies, of raw materials or energy used in manufacturing our products, or in the costs or availability of transportation for our products;
declines in our selling prices or significant increases in costs that can require us to write down our inventories to the lower of cost or market, or require us to impair goodwill or other long-lived assets, or establish a valuation allowance against deferred tax assets;
the lag in realizing the benefit of falling market prices for the raw materials we use to produce our products that can occur while we consume raw materials that we purchased or committed to purchase in the past at higher prices;
disruptions of our operations at any of our key production, distribution, transportation or terminaling facilities, including those of Canpotex or any joint venture in which we participate;
shortages or other unavailability of railcars, tugs, barges and ships for carrying our products and raw materials;


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the effects of and change in trade, monetary, environmental, tax and fiscal policies, laws and regulations;
foreign exchange rates and fluctuations in those rates;
tax regulations, currency exchange controls and other restrictions that may affect our ability to optimize the use of our liquidity;
risks associated with our international operations, including any potential and actual adverse effects related to the Miski Mayo Mine;
adverse weather conditions affecting our operations, including the impact of hurricanes, excessive heat, cold, snow, rainfall or drought;
difficulties or delays in receiving, challenges to, increased costs of obtaining or satisfying conditions of, or revocation or withdrawal of required governmental and regulatory approvals, including permitting activities;
changes in the environmental and other governmental regulation that applies to our operations, including federal legislation or regulatory action expanding the types and extent of water resources regulated under federal law and the possibility of further federal or state legislation or regulatory action affecting or related to greenhouse gas emissions, including carbon taxes or other measures that may be implemented in Canada or other jurisdictions in which we operate, or of restrictions or liabilities related to elevated levels of naturally-occurring radiation that arise from disturbing the ground in the course of mining activities or possible efforts to reduce the flow of nutrients into the Gulf of Mexico, the Mississippi River basin or elsewhere;
the potential costs and effects of implementation of federal or state water quality standards for the discharge of nitrogen and/or phosphorus into Florida waterways;
the financial resources of our competitors, including state-owned and government-subsidized entities in other countries;
the possibility of defaults by our customers on trade credit that we extend to them or on indebtedness that they incur to purchase our products and that we guarantee;
any significant reduction in customers’ liquidity or access to credit that they need to purchase our products;
the effectiveness of the processes we put in place to manage our significant strategic priorities, including the expansion of our Potash business and our investment in MWSPC, and to successfully integrate and grow acquired businesses;
actual costs of various items differing from management’s current estimates, including, among others, asset retirement, environmental remediation, reclamation or other environmental obligations and Canadian resource taxes and royalties, or the costs of MWSPC or its existing or future funding;
the costs and effects of legal and administrative proceedings and regulatory matters affecting us, including environmental, tax or administrative proceedings, complaints that our operations are adversely impacting nearby farms, businesses, other property uses or properties, settlements thereof and actions taken by courts with respect to approvals of settlements, costs related to defending and resolving global audit, appeal or court activity, and other, and other further developments in legal proceedings and regulatory matters;
the success of our efforts to attract and retain highly qualified and motivated employees;
strikes, labor stoppages or slowdowns by our work force or increased costs resulting from unsuccessful labor contract negotiations, and the potential costs and effects of compliance with new regulations affecting our workforce, which increasingly focus on wages and hours, healthcare, retirement and other employee benefits;
brine inflows at our potash mines;
accidents or other incidents involving our properties or operations, including potential fires, explosions, seismic events, sinkholes, unsuccessful tailings management, ineffective mine safety procedures, or releases of hazardous or volatile chemicals;


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terrorism, armed conflict or other malicious intentional acts, including cybersecurity risks such as attempts to gain unauthorized access to, or disable, our information technology systems, or our costs of addressing malicious intentional acts;
actions by the holders of controlling equity interests in businesses in which we hold a noncontrolling interest;
changes in our relationships with other members of Canpotex or any joint venture in which we participate or their or our exit from participation in Canpotex or any such export association or joint venture, and other changes in our commercial arrangements with unrelated third parties;

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

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

Material uncertainties and other factors known to us are discussed in Item 1A, “Risk Factors,” of our 10-K Report and incorporated by reference herein as if fully stated herein.

We base our forward-looking statements on information currently available to us, and we undertake no obligation to update or revise any of these statements, whether as a result of changes in underlying factors, new information, future events or other developments.


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