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, 2023 (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.”

Results of Operations

The following table shows the results of operations for the three and nine months ended September 30, 2024 and September 30, 2023:

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			Three months ended																								Nine months ended
			September 30,												2024-2023												September 30,												2024-2023
(in millions, except per share data)			2024						2023						Change						Percent						2024						2023						Change						Percent
Net sales			$	2,810.9					$	3,548.3					$	(737.4)					(21)		%				$	8,306.9					$	10,546.6					$	(2,239.7)					(21)		%
Cost of goods sold			2,394.1						3,138.7						(744.6)						(24)		%				7,096.9						8,895.5						(1,798.6)						(20)		%
Gross margin			416.8						409.6						7.2						2		%				1,210.0						1,651.1						(441.1)						(27)		%
Gross margin percentage			15%						12%																		15%						16%
Selling, general and administrative expenses			148.2						119.9						28.3						24		%				383.4						377.5						5.9						2		%
Other operating expense			153.2						143.9						9.3						6		%				305.0						214.0						91.0						43		%
Operating earnings			115.4						145.8						(30.4)						(21)		%				521.6						1,059.6						(538.0)						(51)		%
Interest expense, net			(41.7)						(17.4)						(24.3)						140		%				(136.1)						(94.5)						(41.6)						44		%
Foreign currency transaction gain (loss)			100.9						(96.9)						197.8						NM						(267.3)						103.0						(370.3)						NM
Other (expense) income			(0.4)						(50.1)						49.7						(99)		%				6.8						(66.1)						72.9						NM
Earnings (loss) from consolidated companies before income taxes			174.2						(18.6)						192.8						NM						125.0						1,002.0						(877.0)						(88)		%
Provision for (benefit from) income taxes			48.0						(5.9)						53.9						NM						152.9						220.8						(67.9)						(31)		%
Earnings (loss) from consolidated companies			126.2						(12.7)						138.9						NM						(27.9)						781.2						(809.1)						NM
Equity in net earnings of nonconsolidated companies			4.5						15.8						(11.3)						(72)		%				64.2						60.0						4.2						7		%
Net earnings including noncontrolling interests			130.7						3.1						127.6						NM						36.3						841.2						(804.9)						(96)		%
Less: Net earnings attributable to noncontrolling interests			8.5						7.3						1.2						16		%				30.4						41.6						(11.2)						(27)		%
Net earnings (loss) attributable to Mosaic			$	122.2					$	(4.2)					$	126.4					NM						$	5.9					$	799.6					$	(793.7)					(99)		%
Diluted net earnings (loss) per share attributable to Mosaic			$	0.38					$	(0.01)					$	0.39					NM						$	0.02					$	2.39					$	(2.37)					(99)		%
Diluted weighted average number of shares outstanding			319.4						331.5																		321.6						335.1

Overview of Consolidated Results for the three months ended September 30, 2024 and 2023

For the three months ended September 30, 2024, Mosaic had net income of $122.2 million, or $0.38 per diluted share, compared to a net loss of $(4.2) million, or $(0.01) per diluted share, for the prior year period. Net sales for the three months ended September 30, 2024 decreased 21% compared to the same period of the prior year, driven by lower finished good sales pricing in our Potash and Mosaic Fertilizantes segments and lower sales volumes across our segments, as discussed further below. Net income for the three months ended September 30, 2024 was favorably impacted by a foreign currency transaction gain of $100.9 million, compared to a foreign currency transaction loss of $96.9 million in 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.

In our Phosphate segment, operating results for the three months ended September 30, 2024 were favorable compared to the prior year. They were driven primarily by higher average selling prices and a favorable product mix, partially offset by lower sales volumes. Sales volumes in the current year period were unfavorably impacted by low inventory levels going into the quarter, and by delayed shipments of approximately 80,000 tonnes caused by Hurricanes Francine and Helene. Higher average selling prices were driven by strong demand for the fall season in North America.

In our Potash segment, operating results for the three months ended September 30, 2024 were lower than the prior year, primarily due to lower average selling prices as a result of improved global supply, and lower sales volumes in the current year period, due to operational issues and the timing of our “summer fill” sales program in North America.

In our Mosaic Fertilizantes segment, operating results for the three months ended September 30, 2024 were unfavorable compared to the same period in the prior year due to a reserve for bad debt related to a customer that entered bankruptcy proceedings during the quarter. Excluding this impact, results benefited from lower material costs, partially offset by lower average selling prices and sales volumes in the current year period compared to the prior year. Sales prices in Brazil have been decreasing as global supply continues to improve. Sales volumes were down compared to the prior year period as a result of lower customer demand in the Brazil agricultural market.

In addition to the items referenced above:

• During the quarter ended September 30, 2024, we repurchased 1,772,144 shares of Common Stock in the open market for approximately $50.0 million at an average purchase price of $28.21.

Subsequent to quarter end, in October 2024, our Florida Phosphate operations suffered downtime due to Hurricane Milton. We expect production to be impacted by 200,000 to 250,000 tonnes in the fourth quarter of 2024, resulting in idle costs in the fourth quarter of 2024.

Overview of Consolidated Results for the nine months ended September 30, 2024 and 2023

Net income attributable to Mosaic for the nine months ended September 30, 2024 was $5.9 million, or $0.02 per diluted share, compared to net earnings of $799.6 million, or $2.39 per diluted share, for the same period a year ago. Net income for the nine months ended September 30, 2024 were unfavorably impacted by a foreign currency transaction loss of $267.3 million, compared to a gain of $103.0 million in the prior year period.

Results for the nine months ended September 30, 2024 reflected the factors discussed above in the discussion for the three months ended September 30, 2024, 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.

Operating results in our Phosphate segment for the nine months ended September 30, 2024 were lower than the prior year due to unfavorable sales volumes. Lower sales volumes were driven by planned maintenance and turnaround activity at our sites, and delayed shipments due to Hurricanes Francine and Helene as mentioned above in our three month discussion. Phosphate operating results were also impacted by an unfavorable product mix, as our sales volumes included a larger proportion of purchased tonnes than the prior year period. Average selling prices for the nine month period of the current year were favorable as prices have continued trending upwards since the third quarter of 2023, driven by strong demand in North America. Operating results also benefited from lower raw material costs, primarily sulfur and ammonia compared to the prior year period.

Operating results in our Potash segment for the nine months ended September 30, 2024 were lower than the prior year. They were driven by lower average selling prices, resulting from improved global supply. This impact was partially offset by higher sales volumes compared to the prior year period, as demand in North America was driven by a strong spring application season and "summer fill" sales program in the current year period.

For the nine months ended September 30, 2024, operating results in our Mosaic Fertilizantes segment were significantly more favorable compared to the same period in the prior year. While average selling prices and sales volumes declined in the current year period, due to the factors mentioned above in the three-month discussion, operating results benefited from lower raw material cost and de-stocking of high-priced inventory, which negatively impacted the prior year period.

In addition to the items referenced above:

• On April 29, 2024, we entered into an agreement with Saudi Arabian Mining Company (“Ma’aden”) to exchange our 25% ownership of the Ma’aden Wa’ad al Shamal Phosphate Company for 111,012,433 shares of Ma’aden. The shares were valued at approximately $1.5 billion on the date of the agreement. We expect this transaction to close later in 2024.

• During the nine months ended September 30, 2024, we repurchased 7,006,632 shares of Common Stock in the open market for approximately $210.4 million at an average purchase price of $30.03.

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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,												2024-2023												September 30,												2024-2023
(in millions, except price per tonne or unit)			2024						2023						Change						Percent						2024						2023						Change						Percent
Net sales:
North America			$	814.9					$	800.8					$	14.1					2		%				$	2,840.5					$	2,806.7					$	33.8					1		%
International			190.4						185.6						4.8						3		%				513.0						847.5						(334.5)						(39)		%
Total			1,005.3						986.4						18.9						2		%				3,353.5						3,654.2						(300.7)						(8)		%
Cost of goods sold			863.0						898.9						(35.9)						(4)		%				2,898.1						3,091.2						(193.1)						(6)		%
Gross margin			$	142.3					$	87.5					$	54.8					63						$	455.4					$	563.0					$	(107.6)					(19)		%
Gross margin as a percentage of net sales			14		%				9		%																14		%				15		%
Sales volumes(a) (in thousands of metric tonnes)
DAP/MAP			656						913						(257)						(28)		%				2,384						2,863						(479)						(17)		%
Performance and Other(b)			819						738						81						11		%				2,431						2,546						(115)						(5)		%
Total finished product tonnes			1,475						1,651						(176)						(11)		%				4,815						5,409						(594)						(11)		%
Rock			412						458						(46)						(10)		%				1,316						1,367						(51)						(4)		%
Total Phosphate Segment Tonnes(a)			1,887						2,109						(222)						(11)		%				6,131						6,776						(645)						(10)		%
Realized prices ($/tonne)
Average finished product selling price (destination)(c)			$	651					$	569					$	82					14		%				$	665					$	642					$	23					4		%
DAP selling price (fob plant)			$	569					$	487					$	82					17		%				$	582					$	578					$	4					1		%
Average cost per unit consumed in cost of goods sold:
Ammonia (metric tonne)			$	482					$	353					$	129					37		%				$	436					$	449					$	(13)					(3)		%
Sulfur (long ton)			$	126					$	156					$	(30)					(19)		%				$	135					$	191					$	(56)					(29)		%
Blended rock (metric tonne)			$	87					$	81					$	6					7		%				$	85					$	75					$	10					13		%
Production volume (in thousands of metric tonnes) - North America			1,625						1,593						32						2		%				4,877						5,089						(212)						(4)		%

____________________________

(a) Includes intersegment sales volumes.

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

(c) Excludes sales revenue and tonnes associated with rock sales.

Three months ended September 30, 2024 and September 30, 2023

The Phosphate segment’s net sales were $1.0 billion for the three months ended September 30, 2024, compared to $986.4 million for the three months ended September 30, 2023. The increase in net sales in the current year period was primarily due to higher average finished goods sales prices, which had a favorable impact of approximately $130 million compared to the prior year period. This was partially offset by lower finished goods sales volumes, which had an unfavorable impact on net sales of approximately $100 million, and lower sales of raw materials of approximately $15 million.

Our average finished product selling price increased 14% to $651 per tonne for the three months ended September 30, 2024, compared to $569 per tonne in the prior year period, due to the factor discussed in the Overview.

The Phosphate segment’s sales volumes of finished products decreased to 1.5 million for the three months ended September 30, 2024, compared to 1.7 million in the prior year period, due to factors discussed in the Overview.

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Gross margin for the Phosphate segment increased to $142.3 million for the three months ended September 30, 2024, from $87.5 million for the three months ended September 30, 2023. The increase in gross margin in the current year period was primarily due to higher average finished goods selling prices, which had a favorable impact of approximately $130 million versus the prior year. Gross margin also benefited from lower maintenance turnaround costs of approximately $20 million due to timing of turnarounds and the favorable impact of lower sulfur costs of approximately $15 million in the current period. These impacts were partially offset by lower sales volumes, which were unfavorable by approximately $50 million, higher blended rock and ammonia costs of approximately $45 million and higher conversion costs of approximately $10 million.

The average consumed price for ammonia for our North America operations increased 37%, to $482 per tonne, for the three months ended September 30, 2024, from $353 in the same period a year ago. The average consumed sulfur price for our North America operations decreased 19%, to $126 per long ton, for the three months ended September 30, 2024, from $156 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 $87 per tonne for the three months ended September 30, 2024, from $81 per tonne for the three months ended September 30, 2023. For the three months ended September 30, 2024, our North America phosphate rock production decreased to 2.2 million tonnes from 2.4 million tonnes during the same period of the prior year.

The Phosphate segment’s production of crop nutrient dry concentrates and animal feed ingredients increased 2% for the three months ended September 30, 2024 from the prior year period. Our operating rate for processed phosphate production increased to 66% for the three months ended September 30, 2024, from 64% for the same period in 2023.

Nine months ended September 30, 2024 and September 30, 2023

The Phosphate segment’s net sales were $3.4 billion for the nine months ended September 30, 2024, compared to $3.7 billion for the nine months ended September 30, 2023. The decrease in net sales was primarily due to lower sales volumes, which unfavorably impacted net sales by approximately $340 million. In addition, Miski Mayo operations had an unfavorable impact of approximately $50 million compared to the prior year period due to lower sales prices and volumes. These impacts were partially offset by approximately $65 million due to higher finished product selling prices in the current period, and favorable raw material sales of approximately $15 million in the current period.

Our average finished product selling price was $665 per tonne for the nine months ended September 30, 2024, an increase of $23 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 11% for the nine months ended September 30, 2024, compared to the same period in the prior year due to the impact of planned maintenance and turnaround activity, and delayed shipments caused by Hurricanes Francine and Helene as discussed in the Overview.

Gross margin for the Phosphate segment decreased to $455.4 million for the nine months ended September 30, 2024, from $563.0 million for the nine months ended September 30, 2023. Gross margin was unfavorably impacted by lower sales volumes, which unfavorably impacted gross margin by approximately $80 million, and higher conversion of approximately $80 million. Gross margin was also unfavorably impacted by higher blended rock costs of approximately $50 million. Additionally, current period gross margin was also unfavorably impacted by approximately $40 million related to unfavorable product mix of a higher proportion of purchased tonnes compared to the prior year period and higher freight costs of approximately $20 million. These impacts were partially offset by favorable impacts from lower raw material costs, primarily sulfur and ammonia as discussed below, of approximately $100 million, and higher finished goods selling prices of approximately $65 million.

The average consumed price for ammonia for our North America operations was $436 per tonne for the nine months ended September 30, 2024, compared to $449 per tonne in the same period a year ago. The average consumed price for sulfur for our North America operations decreased to $135 per long ton for the nine months ended September 30, 2024, from $191 per long ton 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 $85 per tonne for the nine months ended September 30, 2024, compared to $75 per tonne for the prior year period. Our North America phosphate rock production increased to 7.0 million tonnes for the nine months ended September 30, 2024, compared to 6.7 million for the nine months ended September 30, 2023.

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The Phosphate segment’s production of crop nutrient dry concentrates and animal feed ingredients decreased by 4%, to 4.9 million tonnes for the nine months ended September 30, 2024, compared to 5.1 million tonnes in the prior year period. Our operating rate for processed phosphate production decreased to 66% for the three months ended September 30, 2024, from 68% for the same period in 2023.

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,												2024-2023												September 30,												2024-2023
(in millions, except price per tonne or unit)			2024						2023						Change						Percent						2024						2023						Change						Percent
Net sales:
North America			$	284.1					$	501.5					$	(217.4)					(43)		%				$	1,128.3					$	1,489.8					$	(361.5)					(24)		%
International			241.6						218.4						23.2						11		%				703.6						985.4						(281.8)						(29)		%
Total			525.7						719.9						(194.2)						(27)		%				1,831.9						2,475.2						(643.3)						(26)		%
Cost of goods sold			403.8						509.5						(105.7)						(21)		%				1,311.9						1,515.5						(203.6)						(13)		%
Gross margin			$	121.9					$	210.4					$	(88.5)					(42)		%				$	520.0					$	959.7					$	(439.7)					(46)		%
Gross margin as a percentage of net sales			23		%				29		%																28		%				39		%
Sales volume(a) (in thousands of metric tonnes)
MOP			1,775						2,031						(256)						(13)		%				5,815						5,610						205						4		%
Performance and Other(b)			221						189						32						17		%				690						683						7						1		%
Total Potash Segment Tonnes			1,996						2,220						(224)						(10)		%				6,505						6,293						212						3		%
Realized prices ($/tonne)
Average finished product selling price (destination)			$	263					$	324					$	(61)					(19)		%				$	282					$	393					$	(111)					(28)		%
MOP selling price (fob mine)			$	215					$	266					$	(51)					(19)		%				$	227					$	333					$	(106)					(32)		%
Production volume (in thousands of metric tonnes)			1,904						1,854						50						3		%				6,466						5,719						747						13		%

______________________________

(a) Includes intersegment sales volumes.

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

Three months ended September 30, 2024 and September 30, 2023

The Potash segment’s net sales decreased to $525.7 million for the three months ended September 30, 2024, compared to $719.9 million in the same period a year ago. The decrease was primarily due to lower sales volumes and selling prices, which had an unfavorable impact on net sales of approximately $105 million and $90 million, respectively, compared to the same period in the prior year.

Our average finished product selling price was $263 per tonne for the three months ended September 30, 2024, compared to $324 per tonne for the same period a year ago, as a result of the factor described in the Overview.

The Potash segment’s sales volumes of finished products decreased to 2.0 million tonnes for the three months ended September 30, 2024, compared to 2.2 million tonnes in the same period a year ago, due to the factors discussed in the Overview.

Gross margin for the Potash segment decreased to $121.9 million for the three months ended September 30, 2024, from $210.4 million in the same period of the prior year. Lower selling prices decreased gross margin by approximately $90 million versus the prior year period. Gross margin was also unfavorably impacted by lower sales volumes, which unfavorably impacted gross margin by approximately $70 million compared to the prior year. This was partially offset by lower Canadian resource taxes and royalties of approximately $40 million. In addition, lower idle and turnaround costs favorably impacted gross margin by

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approximately $15 million compared to the prior year, largely due to the timing of turnarounds. Lower conversion costs in the current period favorably impacted gross margin by approximately $10 million.

We incurred $44.5 million in Canadian resource taxes for the three months ended September 30, 2024, compared to $85.6 million in the same period a year ago. Canadian royalty expense increased to $9.4 million for the three months ended September 30, 2024, compared to $8.7 million for the three months ended September 30, 2023. The fluctuations in Canadian resource taxes and royalties are a result of a decrease in our sales revenue and margins.

Our operating rate for potash production was 66% for each of the periods ended September 30, 2024 and 2023. Electrical issues at our Esterhazy and Colonsay, Saskatchewan mines reduced production volumes in the current year period.

Nine months ended September 30, 2024 and September 30, 2023

The Potash segment’s net sales decreased to $1.8 billion for the nine months ended September 30, 2024, compared to $2.5 billion in the same period a year ago. Lower selling prices had an unfavorable impact on net sales of approximately $680 million versus the prior year period. This was partially offset by the impact of higher sales volumes of approximately $35 million.

Our average potash selling price was $282 per tonne for the nine months ended September 30, 2024, compared to $393 per tonne for the same period a year ago, due to the factors discussed above in the Overview.

The Potash segment’s sales volumes for the nine months ended September 30, 2024 increased 3% compared to the same period a year ago, due to the factors discussed in the Overview.

Gross margin for the Potash segment decreased to $520.0 million for the nine months ended September 30, 2024, from $959.7 million for the same period in the prior year. Gross margin was unfavorably impacted by approximately $680 million due to the decrease in average selling prices. This was partially offset by lower Canadian resource taxes and royalties of approximately $135 million in the current year period, as discussed below. Gross margin was also favorably impacted by approximately $45 million, due to lower idle and maintenance turnaround costs in the current year period due to the timing of turnarounds. In addition, gross margin was favorably impacted by lower conversion costs of approximately $30 million and higher sales volumes of approximately $20 million.

We incurred $175.8 million in Canadian resource taxes for the nine months ended September 30, 2024, compared to $301.4 million in the same period a year ago. Canadian royalty expense decreased to $29.7 million for the nine months ended September 30, 2024, compared to $40.3 million for the nine months ended September 30, 2023. The fluctuations in Canadian resource taxes and royalties are due to the decreases in our sales revenues and margin.

Our operating rate was 75% for the current year period, compared to 68% in the prior year period. The increased operating rate in the current year period reflects higher production across our Canadian mines, due to higher capability at our Esterhazy mine and our Colonsay mine operating for a portion of the current year period. Prior year production was impacted by maintenance downtime during the first half of the year.

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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,												2024-2023												September 30,												2024-2023
(in millions, except price per tonne or unit)			2024						2023						Change						Percent						2024						2023						Change						Percent
Net Sales			$	1,399.2					$	1,730.6					$	(331.4)					(19)		%				$	3,334.5					$	4,492.7					$	(1,158.2)					(26)		%
Cost of goods sold			1,271.3						1,624.5						(353.2)						(22)		%				3,029.6						4,374.9						(1,345.3)						(31)		%
Gross margin			$	127.9					$	106.1					$	21.8					21		%				$	304.9					$	117.8					$	187.1					159		%
Gross margin as a percent of net sales			9		%				6		%																9		%				3		%
Sales volume (in thousands of metric tonnes)
Phosphate produced in Brazil(a)			521						622						(101)						(16)		%				1,278						1,743						(465)						(27)		%
Potash produced in Brazil			100						62						38						61		%				166						150						16						11		%
Purchased nutrients for distribution			2,258						2,376						(118)						(5)		%				5,346						5,632						(286)						(5)		%
Total Mosaic Fertilizantes Segment Tonnes			2,879						3,060						(181)						(6)		%				6,790						7,525						(735)						(10)		%
Realized prices ($/tonne)
Average finished product selling price (destination)			$	486					$	566					$	(80)					(14)		%				$	491					$	597					$	(106)					(18)		%
Brazil MAP price (delivered price to third party)			$	601					$	533					$	68					13		%				$	594					$	608					$	(14)					(2)		%
Purchases ('000 tonnes)
DAP/MAP from Mosaic			43						20						23						115		%				141						283						(142)						(50)		%
MicroEssentials® from Mosaic			337						152						185						122		%				790						856						(66)						(8)		%
Potash from Mosaic/Canpotex			682						672						10						1		%				1,776						1,663						113						7		%
Average cost per unit consumed in cost of goods sold:
Ammonia (metric tonne)			$	572					$	667					$	(95)					(14)		%				$	626					$	865					$	(239)					(28)		%
Sulfur (long ton)			$	170					$	219					$	(49)					(22)		%				$	172					$	248					$	(76)					(31)		%
Blended rock (metric tonne)			$	105					$	117					$	(12)					(10)		%				$	108					$	123					$	(15)					(12)		%
Production volume (in thousands of metric tonnes)			884						913						(29)						(3)		%				2,612						2,569						43						2		%

______________________________

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

Three months ended September 30, 2024 and September 30, 2023

The Mosaic Fertilizantes segment’s net sales decreased to $1.4 billion for the three months ended September 30, 2024, from $1.7 billion in the same period a year ago. The $331.4 million decrease in net sales was due to approximately $240 million of lower finished product sales prices and approximately $100 million of lower finished goods sales volume. This was partially offset by a $10 million favorable impact from sales of other products, primarily sulfuric acid.

Our average finished product selling price was $486 per tonne for the three months ended September 30, 2024, compared to $566 per tonne for the same period a year ago, due to the continued improvement in global supply as discussed in the Overview and the mix of products sold.

The Mosaic Fertilizantes segment’s sales volumes of finished products decreased 6% for the three months ended September 30, 2024, compared to the same period a year ago, due to lower customer demand in the Brazil agricultural market.

Gross margin for the Mosaic Fertilizantes segment increased to $127.9 million for the three months ended September 30, 2024, from $106.1 million in the same period of the prior year. The increase in gross margin was primarily due to $270 million of

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lower costs driven by a decrease in product costs for our distribution business, and lower sulfur and ammonia costs in our production business. This was substantially offset by approximately $240 million related to the decrease in average selling prices during the current year period.

The average consumed price for ammonia for our Brazilian operations decreased to $572 per tonne for the three months ended September 30, 2024, compared to $667 per tonne in the prior year period. The average consumed sulfur price for our Brazilian operations was $170 per long ton for the three months ended September 30, 2024, compared to $219 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 3% for the three months ended September 30, 2024, compared to the prior year period. For the three months ended September 30, 2024, our phosphate operating rate decreased to 78%, compared to 81% in the same period of the prior year.

For the three months ended September 30, 2024, our Brazilian phosphate rock production of 1.0 million tonnes was comparable to the prior year period.

Nine months ended September 30, 2024 and 2023

The Mosaic Fertilizantes segment’s net sales were $3.3 billion for the nine months ended September 30, 2024, compared to $4.5 billion in the prior year period. In the current period, net sales were unfavorably impacted by approximately $770 million of lower finished goods sales prices and by approximately $400 million of lower finished goods sales volumes. This was partially offset by a $10 million favorable impact from sales of other products, primarily sulfuric acid.

The average finished product selling price decreased $106 per tonne to $491 per tonne for the nine months ended September 30, 2024, compared to $597 per tonne in the prior year period, primarily due to the continued improvement in global supply mentioned in the Overview and the mix of products sold.

The Mosaic Fertilizantes segment’s sales volume decreased to 6.8 million tonnes for the nine months ended September 30, 2024, from 7.5 million tonnes in the same period a year ago due to lower customer demand in the Brazil agricultural market.

Gross margin for the nine months ended September 30, 2024, increased to $304.9 million from $117.8 million in the same period in the prior year. The increase in gross margin was primarily due to lower costs, which had a favorable impact of $970 million, driven by a decrease in product costs for our distribution business, and lower sulfur and ammonia costs in our production business. This was partially offset by approximately $770 million related to the decrease in average selling prices during the current year period, and approximately $20 million due to lower sales volumes in the current year period.

The Mosaic Fertilizantes segment’s production of crop nutrient dry concentrates and animal feed ingredients increased 2% compared to the prior year period. Our phosphate operating rate was 77% for each of the periods ended September 30, 2024 and 2023.

For the nine month period ended September 30, 2024, our Brazilian phosphate rock production increased to 3.0 million tonnes, from 2.9 million tonnes in 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 and debt expenses.

For the three months ended September 30, 2024, gross margin for Corporate, Eliminations and Other was $24.7 million, compared to $5.7 million for the same period in the prior year. Gross margin was favorably impacted by approximately $38 million from net unrealized gains on derivatives, primarily on foreign currency derivatives, compared to a net unrealized loss of approximately $45 million in the prior year period. Sales in China and India, collectively, resulted in revenue of $111.1 million and gross margin of $15.9 million in the current year period, compared to revenue of $204.1 million and gross margin of $12.4 million in the prior year period. China and India gross margin was favorably impacted by lower product costs in the current

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year period compared to the prior year, which was partially offset by the impact of lower sales volumes and selling prices compared to the prior year period.

For the nine months ended September 30, 2024, gross margin for Corporate, Eliminations and Other was $(70.3) million, compared to $10.6 million for the same period in the prior year. Gross margin was unfavorably impacted by a $21 million net unrealized loss on derivatives in the current year period, primarily of foreign currency derivatives, compared to a $12 million net unrealized loss in the prior year period. Sales in China and India, collectively, resulted in revenue of $361.2 million and gross margin of $25.9 million in the current year period, compared to revenue of $642.6 million and gross margin of $(42.7) million in the prior year period. China and India gross margin was favorably impacted by lower product costs in the current year period compared to the prior year which was partially offset by the impact of lower selling prices compared to the prior year period.

Other Income Statement Items

			Three months ended																								Nine months ended
			September 30,												2024-2023												September 30,												2024-2023
(in millions)			2024						2023						Change						Percent						2024						2023						Change						Percent
Selling, general and administrative expenses			$	148.2					$	119.9					$	28.3					24		%				$	383.4					$	377.5					$	5.9					2		%
Other operating expense			153.2						143.9						9.3						6		%				305.0						214.0						91.0						43		%
Interest expense			(50.6)						(40.3)						(10.3)						26		%				(170.0)						(137.8)						(32.2)						23		%
Interest income			8.9						22.9						(14.0)						(61)		%				33.9						43.3						(9.4)						(22)		%
Interest expense, net			(41.7)						(17.4)						(24.3)						140		%				(136.1)						(94.5)						(41.6)						44		%
Foreign currency transaction gain (loss)			100.9						(96.9)						197.8						NM						(267.3)						103.0						(370.3)						NM
Other (expense) income			(0.4)						(50.1)						49.7						(99)		%				6.8						(66.1)						72.9						NM
Provision for (benefit from) income taxes			48.0						(5.9)						53.9						NM						152.9						220.8						(67.9)						(31)		%
Equity in net earnings of nonconsolidated companies			4.5						15.8						(11.3)						(72)		%				64.2						60.0						4.2						7		%

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended September 30, 2024 increased $28.3 million compared to the same period of prior year, primarily due to an increase of approximately $32 million in our bad debt reserve in our Mosaic Fertilizantes segment.

Selling, general and administrative expenses for the nine months ended September 30, 2024 increased $5.9 million compared to the same period of prior year, primarily due to the bad debt reserve mentioned above in the three month discussion, partially offset by lower consulting and professional services costs of approximately $16 million, and lower incentive compensation costs of approximately $10 million.

Other Operating Expense

For the three months ended September 30, 2024, we had other operating expense of $153.2 million, compared to $143.9 million for the same period of the prior year. The increase from the prior year period was primarily due to higher legal reserves in our Mosaic Fertilizantes segment.

For the nine months ended September 30, 2024, we had other operating expense of $305.0 million, compared to $214.0 million for the same period of the prior year. The change from the prior year was primarily due to an increase in environmental reserves in our Phosphate segment, compared to the prior year, of approximately $51 million. The current year also included a franchise tax expense of approximately $15 million and an increase in legal reserves of approximately $10 million. In addition, the prior year period included a gain on the sale of the Streamsong Resort of approximately $57 million. This was partially offset by

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lower estimated closure costs for our asset retirement obligations (“AROs”) at our closed facilities of approximately $55 million, compared to the prior year.

Interest Expense, Net

For the three and nine months ended September 30, 2024, net interest expense increased to $41.7 million and $136.1 million compared to $17.4 million and $94.5 million for the same periods of the prior year. The increase was primarily due to higher short term debt levels in the current year period and lower interest income. The prior year included approximately $10 million on tax credit refunds from our Brazilian subsidiaries.

Foreign Currency Transaction Gain (Loss)

We recorded a foreign currency transaction gain of $100.9 million for the three months ended September 30, 2024 compared to a loss of $96.9 million for the same period in the prior year. For the three months ended September 30, 2024, the gain was the result of the effect of the weakening of the U.S. dollar relative to the Brazilian real on significant intercompany loans and U.S. dollar-denominated payables held by our Brazilian subsidiaries and the impact of the U.S. dollar relative to the Canadian dollar on significant intercompany loans.

We recorded a foreign currency transaction loss of $267.3 million for the nine months ended September 30, 2024 compared to a gain of $103.0 million for the same period in the prior year. For the nine months ended September 30, 2024, the loss was the result of the effect of the strengthening of the U.S. dollar relative to the Brazilian real on significant intercompany loans and U.S. dollar-denominated payables held by our Brazilian subsidiaries, and the impact of the U.S. dollar relative to the Canadian dollar on significant intercompany loans.

Other Expense

For the three and nine months ended September 30, 2024, we had other expense of $0.4 million and income of $6.8 million, compared to expense of $50.1 million and $66.1 million for the same periods in the prior year. The income for the nine months ended September 30, 2024 was primarily related to a settlement gain on the termination of a pension plan of approximately $8 million. The prior year periods included expense of approximately $42 million related to the settlement loss on the termination of a pension plan that was recorded in the third quarter of 2023.

Equity in Net Earnings of Nonconsolidated Companies

For the three and nine months ended September 30, 2024, we had equity in net earnings of nonconsolidated companies of $4.5 million and $64.2 million compared to $15.8 million and $60.0 million for the same period in the prior year. These results were primarily related to the operations of MWSPC.

Provision for Income Taxes

Three months ended						Effective Tax Rate						Provision for Income Taxes
September 30, 2024						27.6		%				$	48.0
September 30, 2023						31.7		%				$	(5.9)
Nine months ended						Effective Tax Rate						Provision for Income Taxes
September 30, 2024						122.3		%				$	152.9
September 30, 2023						22.0		%				$	220.8

Income tax expense was $48.0 million and $152.9 million, and the effective tax rate was 27.6% and 122.3% for the three and nine months ended September 30, 2024.

For the three and nine months ended September 30, 2024, discrete tax items recorded in tax expense was a benefit of approximately $4.4 million and an expense of approximately $114.9 million, respectively. The net tax expense consisted primarily of the impact of accruing withholding tax expense on expected foreign distributions associated with changes in management’s indefinite reinvestment assertion on select foreign earnings under ASC 740-30 (formerly APB 23), share-based

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excess benefit, true-up of estimates from our U.S. and non-U.S. tax return provisions, non-U.S. audit settlements, and other miscellaneous costs. In addition to items specific to the period, our income tax rate is impacted by the mix of earnings across the jurisdictions in which we operate, by a benefit associated with depletion, and by the impact of certain entities being taxed in both their foreign jurisdiction and the U.S., including foreign tax credits for various taxes incurred.

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, 2024, we had cash and cash equivalents of $301.6 million, short-term debt of $0.8 billion, long-term debt, including current maturities, of approximately $3.3 billion, and stockholders’ equity of approximately $12.0 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 of our employees 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 by paying dividends. During the nine months ended September 30, 2024, we returned cash to shareholders through share repurchases of $210.4 million and cash dividends of $204.2 million, and invested $957.7 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 the next 12 months and beyond. There can be no assurance, however, that we will continue to generate cash flows at or above current levels. As of September 30, 2024, we had $2.49 billion available under our $2.50 billion committed revolving credit facility, approximately $1.0 billion available under our uncommitted facilities and had $2.0 billion available under our $2.5 billion commercial paper program that is backed by the revolving credit facility. We consider amounts borrowed under our commercial paper program as a reduction of availability under our revolving credit facility. Our credit facilities, including the revolving credit facility, require us to maintain certain financial ratios, as discussed in Note 11 of our Notes to Consolidated Financial Statements in our 10-K Report. We were in compliance with these ratios as of September 30, 2024.

All of our 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, 2024. 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.

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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 financing activities for the nine months ended September 30, 2024 and September 30, 2023:

(in millions)			Nine months ended
September 30,												2024-2023
Cash Flow			2024						2023						Change						Percent
Net cash provided by operating activities			$	1,079.9					$	1,869.1					$	(789.2)					(42)		%
Net cash used in investing activities			(984.5)						(955.0)						(29.5)						3		%
Net cash used in financing activities			(168.6)						(1,069.8)						901.2						(84)		%

Operating Activities

During the nine months ended September 30, 2024, net cash provided by operating activities was $1.1 billion, compared to $1.9 billion for the same period in the prior year. Our results of operations, after non-cash adjustments, contributed $1.1 billion to cash flows from operating activities during the nine months ended September 30, 2024, compared to $1.6 billion as computed on the same basis for the prior year period. During the nine months ended September 30, 2024, we had an unfavorable change in assets and liabilities of $9.9 million, compared to a favorable change of $252.4 million during the nine months ended September 30, 2023.

The change in assets and liabilities for the nine months ended September 30, 2024, was primarily driven by increases in inventories of $517.3 million and other current and noncurrent assets of $179.7 million, offset by increase in accounts payable and accrued liabilities of $257.8 million and other noncurrent liabilities of $233.9 million, and a decrease in accounts receivable of $195.4 million. The increase in inventories was primarily due to higher inventory volumes across our segments in the current year period. The increase in other current and noncurrent assets was primarily related to an increase in taxes receivable. The increase in account payable and accrued liabilities was primarily due to an increase in inventory purchases and an increase in customer prepayments. The increase in other noncurrent liabilities was primarily related to increases in ARO obligations and environmental reserves in our Phosphate segment in the current year. Accounts receivable decreased primarily due to lower average selling prices in our Potash and Mosaic Fertilizantes segments.

Investing Activities

Net cash used in investing activities was $984.5 million for the nine months ended September 30, 2024 compared to $955.0 million for the same period a year ago. We had capital expenditures of $957.7 million for the nine months ended September 30, 2024, compared to $1.0 billion in the prior year period. The prior year period included net proceeds of $158.4 million from the sale of a business and used cash of $41.0 million to acquire the other 50% of an equity investment.

Financing Activities

Net cash used in financing activities for the nine months ended September 30, 2024 was $168.6 million, compared to $1.1 billion for the same period in the prior year. During the nine months ended September 30, 2024, we received net proceeds of $200 million under our inventory financing arrangement and $151.5 million under other short-term debt arrangements. During the current year period, we made repurchases of our common stock at an aggregate cost of $210.4 million and paid dividends of $204.2 million. In addition, we made payments on long-term debt of $55.2 million and net payments on our structured accounts payable arrangements of $12.1 million.

Debt Instruments, Guarantees and Related Covenants

See Notes 11 and 17 to the Consolidated Financial Statements in our 10-K Report.

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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.

Environmental, Health, Safety and Security Matters

Federal Jurisdiction Over “Waters of the United States”. The Clean Water Act (“CWA” or the “Act”) authorizes federal jurisdiction over “navigable waters,” defined in the Act as “waters of the United States” (“WOTUS”). As it relates to Mosaic’s operations and facilities, the scope of the term WOTUS dictates legal requirements for our national pollutant discharge elimination system wastewater discharge permits and for impacts to surface waters and wetlands associated with our phosphate mining operations. A broad definition of WOTUS, and thus the scope of federal jurisdiction, increases the time required to identify wetlands and waterways subject to federal regulatory and permitting requirements, and the amount and type of mitigation required to compensate for impacts to jurisdictional WOTUS caused by our mining operations.

On May 25, 2023, the U.S. Supreme Court issued its opinion in the Sackett v EPA case, which significantly limits water features that can be considered WOTUS and therefore subject to CWA Section 404 jurisdiction. The Court held that the CWA extends only to those wetlands that are “as a practical matter indistinguishable from waters of the United States”. The Sackett decision is binding nationwide as to the determination of which wetlands and waters are subject to the CWA.

The Sackett decision invalidated the January 18, 2023 definition of WOTUS promulgated by the Environmental Protection Agency (“EPA”), which had expanded federal jurisdiction. In response to Sackett, on August 29, 2023, the EPA issued a final rule intended to conform its definition of WOTUS to the Sackett decision. The conforming rule became effective on September 8, 2023.

As a result of ongoing litigation, the January 2023 WOTUS rule, as conformed by the September 2023 rule, is being implemented only in 23 states, the District of Columbia and the U.S. Territories. In the other 27 states, WOTUS is interpreted consistent with the pre-2015 regulatory regime in a manner that such states believe complies with the Supreme Court’s Sackett decision.

Clean Water Act 404 Permitting Program. Beginning in 2018, the State of Florida enacted statutory and regulatory changes to allow the State to assume “dredge and fill” permitting under Section 404 of the CWA (“CWA 404 permitting”). In December 2020, the EPA approved Florida’s application to assume CWA 404 permitting and the State began issuing 404 permits for projects impacting assumed waters in the State. A group of Non-Governmental Organizations (“NGOs”) filed suit in early 2021 seeking to invalidate the EPA’s approval and to return CWA 404 permitting to the federal government.

On February 15, 2024, the District Court entered an Order granting the relief requested by the NGOs. Because of the decision, the U.S. Army Corps of Engineers (“Corps”) became the only entity in the State with authority to issue 404 permits. On April 12, 2024, the District Court entered final judgment on the NGO’s claims that now can be appealed. On April 15, 2024, the State appealed the District Court’s decision to the U.S. Court of Appeals for the D.C. Circuit. The Court of Appeals subsequently granted the State’s request to expedite that appeal.

If the appeal is not successful, CWA 404 permitting for most of Mosaic’s proposed Florida mining projects and some improvements to our concentrates facilities would be handled by the Corps. Returning the CWA 404 program to the Corps is likely to result in delays in the permitting process, due to coordination complications and Corps staffing deficiencies, at least over the next six to 12 months. Moreover, all Corps 404 permits are federal actions subject to the National Environmental Policy Act, which is a resource-intensive environmental review that causes additional delays in the permitting process. Corps issued CWA 404 permits also provide an avenue for legal challenges to be filed in Federal court. Given these recent developments, we expect that the schedule for Mosaic’s Florida permitting projects will encounter more delays and face potentially greater legal risk of permit challenges.

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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, 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:

• 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;

• the anticipated value of the Ma’aden shares to be issued in the proposed transaction at closing may be less than the value at transaction announcement, the expected timing and likelihood of completion of the pending Ma’aden transaction, including the inability to receive the required approval by Ma’aden shareholders and other approvals, including potential regulatory approvals, necessary to complete the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the applicable agreement, and the risk that there may be a material adverse change with respect to the financial position, performance, operations or prospects of Ma’aden and MWSPC;

• 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;

• our inability to effectively implement or convert our operations to the new information systems;

• 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 and Mosaic Fertilizantes segment operations;

• 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 other 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;

• economic and market conditions, including supply chain challenges and increased costs and delays caused by transportation and labor shortages;

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• 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 trucks, railcars, tugs, barges and ships for carrying our products and raw materials;

• 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;

• adverse weather and climate conditions affecting our operations, including the impact of potential 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 regulations that apply 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 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 further developments in legal proceedings and regulatory matters;

• the success of our efforts to attract and retain highly qualified and motivated employees;

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• 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;

• 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 the other member of Canpotex or any joint venture in which we participate or its 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;

*•*difficulties in realizing benefits under our long-term natural gas based pricing ammonia supply agreement with CF Industries, including the risks 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 of this 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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