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, 2024 (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 months ended March 31, 2025 and March 31, 2024:

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			Three months ended
			March 31,												2025-2024
(in millions, except per share data)			2025						2024						Change						Percent
Net sales			$	2,620.9					$	2,679.4					$	(58.5)					(2)		%
Cost of goods sold			2,132.5						2,280.2						(147.7)						(6)		%
Gross margin			488.4						399.2						89.2						22		%
Gross margin percentage			19%						15%
Selling, general and administrative expenses			122.6						106.8						15.8						15		%
Other operating expense			27.3						119.5						(92.2)						(77)		%
Operating earnings			338.5						172.9						165.6						96		%
Interest expense, net			(40.7)						(48.0)						7.3						(15)		%
Foreign currency transaction gain (loss)			133.1						(100.3)						233.4						NM
Other (expense) income			(118.1)						0.6						(118.7)						NM
Earnings from consolidated companies before income taxes			312.8						25.2						287.6						NM
Provision for income taxes			63.3						6.2						57.1						NM
Earnings from consolidated companies			249.5						19.0						230.5						NM
Equity in net earnings of nonconsolidated companies			0.5						37.5						(37.0)						(99)		%
Net earnings including noncontrolling interests			250.0						56.5						193.5						NM
Less: Net earnings attributable to noncontrolling interests			11.9						11.3						0.6						5		%
Net earnings attributable to Mosaic			$	238.1					$	45.2					$	192.9					NM
Diluted net earnings per share attributable to Mosaic			$	0.75					$	0.14					$	0.61					NM
Diluted weighted average number of shares outstanding			318.2						323.5

Overview of Consolidated Results for the three months ended March 31, 2025 and 2024

For the three months ended March 31, 2025, Mosaic had net income of $238.1 million, or $0.75 per diluted share, compared to net income of $45.2 million, or $0.14 per diluted share, for the prior year period. Gross margin for the three months ended March 31, 2025 increased 22% compared to the same period of the prior year, primarily driven by higher average selling pricing in our Phosphates segment and cost improvements in our Mosaic Fertilizantes segment as discussed further below. Net income for the three months ended March 31, 2025 was favorably impacted by a foreign currency transaction gain of $133.1 million, compared to a foreign currency transaction loss of $100.3 million in the prior year period. This is mostly offset by an unrealized mark to market loss of $117 million on the investment in shares of Ma'aden, included in other expense. We we did not hold this investment 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 earnings for the three months ended March 31, 2025 were $139 million compared to $40 million in the prior year period. In the current year period, operating results were favorably impacted by higher average selling prices, partially offset by lower sales volumes and higher conversion and raw material costs. Higher average selling prices were driven by strong global demand and low inventory levels in the current year period. Additionally, selling prices in the current year period were influenced by higher sulfur and ammonia costs, which are driven by global supply and demand. Sales volumes in the current year period were unfavorably impacted by low production levels due to planned downtime for maintenance turnarounds.

In our Potash segment, operating earnings for the three months ended March 31, 2025 were $157 million compared to $198 million in the prior year. Operating results were lower than the prior year, primarily due to lower average selling prices and lower sales volumes in the current year period. Average selling prices have increased compared to the end of 2024, but are below the levels of the same period in the prior year due to global supply. Sales and production volumes in the current year period were negatively impacted by weather related logistical constraints.

In our Mosaic Fertilizantes segment, operating earnings for the three months ended March 31, 2025 were $99 million, compared to $42 million in the prior year. In the current year period, operating results were favorably impacted by cost improvements. We benefited from lower purchased product costs in our distribution business and production efficiency gains in our mining operations which resulted in lower rock costs. Sales volumes increased over the prior year period as demand in the Brazil agricultural market recovered from the weakness seen in the prior year period.

Corporate, Eliminations and Other had an operating loss of $(56) million for the three months ended March 31, 2025 compared to a loss of $(107) million in the prior year. 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.

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
			March 31,												2025-2024
(in millions, except price per tonne or unit)			2025						2024						Change						Percent
Net sales:
North America			$	958.9					$	1,015.8					$	(56.9)					(6)		%
International			139.7						152.9						(13.2)						(9)		%
Total			1,098.6						1,168.7						(70.1)						(6)		%
Cost of goods sold			931.3						1,009.3						(78.0)						(8)		%
Gross margin			$	167.3					$	159.4					$	7.9					5		%
Gross margin as a percentage of net sales			15		%				14		%
Sales volumes(a) (in thousands of metric tonnes)
DAP/MAP			846						900						(54)						(6)		%
Performance and Other(b)			652						744						(92)						(12)		%
Total finished product tonnes			1,498						1,644						(146)						(9)		%
Rock			450						483						(33)						(7)		%
Total Phosphate Segment Tonnes(a)			1,948						2,127						(179)						(8)		%
Realized prices ($/tonne)
Average finished product selling price(c)			$	632					$	593					$	39					7		%
DAP selling price (fob plant)			$	623					$	598					$	25					4		%
Average cost per unit consumed in cost of goods sold:
Ammonia (metric tonne)			$	416					$	404					$	12					3		%
Sulfur (long ton)			$	157					$	142					$	15					11		%
Blended rock (metric tonne)			$	77					$	81					$	(4)					(5)		%
Production volume (in thousands of metric tonnes) - North America			1,423						1,577						(154)						(10)		%

____________________________

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(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. Average finished product selling price is calculated as finished goods sales revenue divided by finished goods sales volumes. The prior year amount has been recast to exclude revenue from other non-finished goods.

Three months ended March 31, 2025 and March 31, 2024

The Phosphate segment’s net sales were $1.1 billion for the three months ended March 31, 2025, compared to $1.2 billion for the three months ended March 31, 2024. The decrease in net sales in the current year period was primarily due to lower finished goods sales volumes, which had an unfavorable impact of approximately $100 million. In addition, Miski Mayo operations had an unfavorable impact of approximately $25 million compared to the prior year due to lower sales volumes. These impacts were partially offset by higher average finished goods sales prices, which had a favorable impact on net sales of approximately $60 million.

Our average finished product selling price increased 7% to $632 per tonne for the three months ended March 31, 2025, compared to $593 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 March 31, 2025, compared to 1.6 million in the prior year period. The segment had lower available tonnes to process in the current quarter due to the lower production discussed in the Overview.

Gross margin for the Phosphate segment increased to $167.3 million for the three months ended March 31, 2025, from $159.4 million for the three months ended March 31, 2024. 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 $60 million versus the prior year. Gross margin also benefited from lower blended rock costs of approximately $10 million compared to the prior year. These impacts were partially offset by higher conversion costs of approximately $20 million, higher sulfur and ammonia costs of approximately $15 million, and lower sales volumes, which were unfavorable by approximately $10 million. Lower sales volumes at Miski Mayo also unfavorably impacted gross margin by approximately $10 million compared to the prior year.

The average consumed price for ammonia for our North America operations increased 3%, to $416 per tonne, for the three months ended March 31, 2025, from $404 in the same period a year ago. The average consumed sulfur price for our North America operations increased 11%, to $157 per long ton, for the three months ended March 31, 2025, from $142 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 decreased to $77 per tonne for the three months ended March 31, 2025, from $81 per tonne for the three months ended March 31, 2024. For the three months ended March 31, 2025 and 2024, our North America phosphate rock production was 2.4 million tonnes.

The Phosphate segment’s production of crop nutrient dry concentrates and animal feed ingredients decreased 10% for the three months ended March 31, 2025 from the prior year period due to planned maintenance downtime in the current year period. This resulted in an operating rate for processed phosphate production of 58% for the three months ended March 31, 2025, down from 64% for the same period in 2024.

Potash Net Sales and Gross Margin

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

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			Three months ended
			March 31,												2025-2024
(in millions, except price per tonne or unit)			2025						2024						Change						Percent
Net sales:
North America			$	346.5					$	409.9					$	(63.4)					(15)		%
International			223.7						233.2						(9.5)						(4)		%
Total			570.2						643.1						(72.9)						(11)		%
Cost of goods sold			401.6						431.4						(29.8)						(7)		%
Gross margin			$	168.6					$	211.7					$	(43.1)					(20)		%
Gross margin as a percentage of net sales			30		%				33		%
Sales volume(a) (in thousands of metric tonnes)
MOP			1,947						1,927						20						1		%
Performance and Other(b)			166						236						(70)						(30)		%
Total Potash Segment Tonnes			2,113						2,163						(50)						(2)		%
Realized prices ($/tonne)
Average finished product selling price(c)			$	234					$	258					$	(24)					(9)		%
MOP selling price (fob mine)			$	223					$	241					$	(18)					(7)		%
Production volume (in thousands of metric tonnes)			2,256						2,338						(82)						(4)		%

______________________________

(a) Includes intersegment sales volumes.

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

(c)Average finished product selling price is calculated as finished goods sales revenue divided by finished goods sales volumes. The prior year amount has been recast to exclude revenue from non-finished goods.

Three months ended March 31, 2025 and March 31, 2024

The Potash segment’s net sales decreased to $570.2 million for the three months ended March 31, 2025, compared to $643.1 million in the same period a year ago. The decrease was primarily due to lower selling prices and sales volumes, which had unfavorable impacts on net sales of approximately $50 million and $20 million, respectively, compared to the same period in the prior year.

Our average finished product selling price was $234 per tonne for the three months ended March 31, 2025, compared to $258 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 2.1 million tonnes for the three months ended March 31, 2025, compared to 2.2 million tonnes in the same period a year ago, due to weather-related constraints as discussed in the Overview.

Gross margin for the Potash segment decreased to $168.6 million for the three months ended March 31, 2025, from $211.7 million in the same period of the prior year. Lower selling prices decreased gross margin by approximately $50 million versus the prior year period. Gross margin was also unfavorably impacted by approximately $10 million, due to lower sales volumes compared to the prior year, and an additional $10 million due to higher conversion costs in the current period. These impacts were partially offset by lower Canadian resource taxes and royalties of approximately $20 million and lower idle and turnaround costs, due to the timing of turnarounds, of approximately $10 million compared to the prior year period.

We incurred $47.3 million in Canadian resource taxes for the three months ended March 31, 2025, compared to $64.5 million in the same period a year ago. Canadian royalty expense decreased to $8.9 million for the three months ended March 31, 2025, compared to $10.1 million for the three months ended March 31, 2024. 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 decreased to 78% for the three months ended March 31, 2025, from 81% for the same period in 2024 due to curtailments caused by weather-related constraints in the current year period.

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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
			March 31,												2025-2024
(in millions, except price per tonne or unit)			2025						2024						Change						Percent
Net Sales			$	933.8					$	886.4					$	47.4					5		%
Cost of goods sold			806.8						811.2						(4.4)						(1)		%
Gross margin			$	127.0					$	75.2					$	51.8					69		%
Gross margin as a percent of net sales			14		%				8		%
Sales volume (in thousands of metric tonnes)
Phosphate produced in Brazil(a)			301						324						(23)						(7)		%
Potash produced in Brazil			30						32						(2)						(6)		%
Purchased nutrients for distribution			1,516						1,359						157						12		%
Total Mosaic Fertilizantes Segment Tonnes			1,847						1,715						132						8		%
Realized prices ($/tonne)
Average finished product selling price(b)			$	452					$	463					$	(11)					(2)		%
Brazil MAP price (delivered price to third party)			$	681					$	581					$	100					17		%
Purchases ('000 tonnes)
DAP/MAP from Mosaic			62						68						(6)						(9)		%
MicroEssentials® from Mosaic			120						169						(49)						(29)		%
Potash from Mosaic/Canpotex			355						358						(3)						(1)		%
Average cost per unit consumed in cost of goods sold:
Ammonia (metric tonne)			$	684					$	705					$	(21)					(3)		%
Sulfur (long ton)			$	219					$	173					$	46					27		%
Blended rock (metric tonne)			$	97					$	115					$	(18)					(16)		%
Production volume (in thousands of metric tonnes)			876						897						(21)						(2)		%

______________________________

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

(b) Average finished product selling price is calculated as finished goods sales revenue divided by finished goods sales volumes. The prior year amount has been recast to exclude revenue from non-finished goods.

Three months ended March 31, 2025 and March 31, 2024

The Mosaic Fertilizantes segment’s net sales increased to $933.8 million for the three months ended March 31, 2025, from $886.4 million in the same period a year ago. The $47.4 million increase in net sales was due to approximately $60 million of higher finished goods sales volumes, and $5 million from higher sales volumes of other products, primarily gypsum. This was partially offset by lower finished product sales prices, primarily in the distribution business, which had an unfavorable impact of approximately $20 million.

Our average finished product selling price was $452 per tonne for the three months ended March 31, 2025, compared to $463 per tonne for the same period a year ago due to the factors discussed in the Overview.

The Mosaic Fertilizantes segment’s sales volumes of finished products increased 8% for the three months ended March 31, 2025, compared to the same period a year ago, due to the factors discussed in the Overview.

Gross margin for the Mosaic Fertilizantes segment increased to $127.0 million for the three months ended March 31, 2025, from $75.2 million in the same period of the prior year. The increase in gross margin was primarily due to $65 million of lower costs driven by a decrease in product costs for our distribution business, and lower rock costs in our production business. This

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was partially offset by approximately $20 million related to the decrease in average selling prices during the current year period, driven primarily by pricing to retail customers.

The average consumed price for ammonia for our Brazilian operations decreased to $684 per tonne for the three months ended March 31, 2025, compared to $705 per tonne in the prior year period. The average consumed sulfur price for our Brazilian operations was $219 per long ton for the three months ended March 31, 2025, compared to $173 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 2% for the three months ended March 31, 2025, compared to the prior year period. For the three months ended March 31, 2025, our phosphate operating rate decreased to 78%, compared to 79% in the same period of the prior year.

For the three months ended March 31, 2025, our Brazilian phosphate rock production was 1.0 million tonnes compared to 0.9 million in the prior year.

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 March 31, 2025, gross margin for Corporate, Eliminations and Other was $25.5 million, compared to $(47.1) million for the same period in the prior year. Gross margin in the current year was favorably impacted by approximately $60 million from net unrealized gains on derivatives, primarily on foreign currency derivatives, compared to a net unrealized loss of approximately $30 million in the prior year. Sales in China and India, collectively, resulted in revenue of $147.4 million and gross margin of $20.3 million in the current year period, compared to revenue of $129.3 million and gross margin of $7.6 million in the prior year period. The China and India gross margin was favorably impacted by higher average selling prices and sales volumes in the current year period, compared to the prior year period. The elimination of profit on intersegment sales of approximately $50 million unfavorably impacted gross margin in the current year compared to an elimination of approximately $15 million in the prior year.

Other Income Statement Items

			Three months ended
			March 31,												2025-2024
(in millions)			2025						2024						Change						Percent
Selling, general and administrative expenses			$	122.6					$	106.8					$	15.8					15		%
Other operating expense			27.3						119.5						(92.2)						(77)		%
Interest expense			(52.2)						(58.2)						6.0						(10)		%
Interest income			11.5						10.2						1.3						13		%
Interest expense, net			(40.7)						(48.0)						7.3						(15)		%
Foreign currency transaction gain (loss)			133.1						(100.3)						233.4						NM
Other (expense) income			(118.1)						0.6						(118.7)						NM
Provision for income taxes			63.3						6.2						57.1						NM
Equity in net earnings of nonconsolidated companies			0.5						37.5						(37.0)						(99)		%

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended March 31, 2025 increased $15.8 million compared to the same period of prior year, primarily due to higher incentive compensation and employee benefit costs of approximately $20 million in the current year period.

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Other Operating Expense

For the three months ended March 31, 2025, we had other operating expense of $27.3 million, compared to $119.5 million for the same period of the prior year. The decrease from the prior year is due to environmental reserves of approximately $77 million in our Phosphate segment in the prior year period with no comparable increase in the current year period.

Interest Expense, Net

For the three months ended March 31, 2025, net interest expense decreased to $40.7 million compared to $48.0 million for the same period of the prior year. The decrease was primarily due to lower short term debt levels in the current year period.

Foreign Currency Transaction Gain (Loss)

We recorded a foreign currency transaction gain of $133.1 million for the three months ended March 31, 2025 compared to a loss of $100.3 million for the same period in the prior year. For the three months ended March 31, 2025, 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.

Other Expense

For the three months ended March 31, 2025, we had other expense of $118.1 million compared to expense of $0.6 million for the same period in the prior year. The current period loss is due to an unrealized loss of approximately $117 million related to our investment in shares of Ma’aden being marked to market at period end.

Equity in Net Earnings of Nonconsolidated Companies

For the three months ended March 31, 2025, we had equity in net earnings of nonconsolidated companies of $0.5 million compared to $37.5 million for the same period in the prior year. The prior period results were primarily related to the operations of MWSPC. In December 2024, we exchanged our ownership in MWSPC for shares in Ma’aden.

Provision for Income Taxes

Three months ended						Effective Tax Rate						Provision for Income Taxes
March 31, 2025						20.2		%				$	63.3
March 31, 2024						24.6		%				$	6.2

Income tax expense was $63.3 million, and the effective tax rate was 20.2% for the three months ended March 31, 2025.

For the three months ended March 31, 2025, discrete tax items recorded in tax expense was a benefit of approximately $26.3 million. The net tax benefit consisted primarily of changes in valuation allowance and share-based excess 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, withholding tax expense 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

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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 March 31, 2025, we had cash and cash equivalents of $259.2 million, short-term debt of $1.2 billion, long-term debt, including current maturities, of approximately $3.4 billion, and stockholders’ equity of approximately $11.9 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 three months ended March 31, 2025, we returned cash dividends of $70.9 million, and invested $340.8 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 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 March 31, 2025, we had $2.50 billion available under our $2.50 billion committed revolving credit facility, approximately $0.8 billion available under our uncommitted facilities and had $1.7 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 March 31, 2025.

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 March 31, 2025. 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 (used in) operating activities, net cash used in investing activities, and net cash provided by financing activities for the three months ended March 31, 2025 and March 31, 2024:

(in millions)			Three months ended
March 31,												2025-2024
Cash Flow			2025						2024						Change						Percent
Net cash provided by (used in) operating activities			$	42.9					$	(80.0)					$	122.9					NM
Net cash used in investing activities			(340.8)						(387.8)						47.0						(12)		%
Net cash provided by financing activities			272.0						457.9						(185.9)						(41)		%

Operating Activities

During the three months ended March 31, 2025, net cash provided by operating activities was $42.9 million, compared to net cash used in operating activities of $80.0 million for the same period in the prior year. Our results of operations, after non-cash adjustments, contributed $434.4 million to cash flows from operating activities during the three months ended March 31, 2025, compared to $383.5 million as computed on the same basis for the prior year period. During the three months ended March 31, 2025, we had an unfavorable change in assets and liabilities of $391.5 million, compared to an unfavorable change of $463.5 million during the three months ended March 31, 2024.

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The change in assets and liabilities for the three months ended March 31, 2025, was primarily driven by increases in inventories of $162.4 million and a decrease in accounts payable and accrued liabilities of $331.9 million, offset by a favorable impact from a decrease in current and noncurrent assets of $55.1 million and accounts receivable of $59.6 million. The increase in inventories was primarily due to higher inventory volumes across our segments in the current year period, especially in Brazil as they prepare for their high season. The decrease in accounts payable and accrued liabilities was primarily due to the timing of tax and employee incentive payments. The decrease in other current and noncurrent assets was primarily related to a decrease in taxes receivable and prepaid taxes. Accounts receivable decreased primarily due to lower sales volumes primarily in our Phosphate segment.

Investing Activities

Net cash used in investing activities was $340.8 million for the three months ended March 31, 2025 compared to $387.8 million for the same period a year ago. We had capital expenditures of $340.8 million for the three months ended March 31, 2025, compared to $383.0 million in the prior year period.

Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2025 was $272.0 million, compared to $457.9 million for the same period in the prior year. During the three months ended March 31, 2025, we received net proceeds of $202.1 million under our inventory financing arrangement and $185.8 million under other short-term debt arrangements. During the current year period, we paid dividends of $70.9 million, made payments on long-term debt of $11.7 million and made net payments on our structured accounts payable arrangements of $22.8 million.

Debt Instruments, Guarantees and Related Covenants

See Notes 11 and 17 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, 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;

• because of political and economic instability, civil unrest or changes in government policies in Brazil, 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;

• potential changes in trade policies, including the impact of U.S. tariffs and retaliatory tariffs on economic conditions;

• 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 the other member 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;

• 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;

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• 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 America, 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 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;

• 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;

• 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;

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• 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;

*•*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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