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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
20-1026454
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Table of Contents
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PART I.
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FINANCIAL INFORMATION
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II.
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OTHER INFORMATION
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Item 1.
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|||
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Item 2.
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|||
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Item 4.
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|||
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Item 6.
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|||
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||||
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Three months ended
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Six months ended
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||||||||||||
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June 30,
|
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June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales
|
$
|
1,674.6
|
|
|
$
|
2,487.5
|
|
|
$
|
3,348.5
|
|
|
$
|
4,626.6
|
|
Cost of goods sold
|
1,520.6
|
|
|
1,879.6
|
|
|
2,957.8
|
|
|
3,599.5
|
|
||||
Gross margin
|
154.0
|
|
|
607.9
|
|
|
390.7
|
|
|
1,027.1
|
|
||||
Selling, general and administrative expenses
|
72.9
|
|
|
89.3
|
|
|
162.7
|
|
|
189.8
|
|
||||
Other operating expense
|
68.8
|
|
|
8.6
|
|
|
52.3
|
|
|
8.8
|
|
||||
Operating earnings
|
12.3
|
|
|
510.0
|
|
|
175.7
|
|
|
828.5
|
|
||||
Interest expense, net
|
(33.5
|
)
|
|
(23.5
|
)
|
|
(59.7
|
)
|
|
(54.8
|
)
|
||||
Foreign currency transaction gain (loss)
|
14.7
|
|
|
(16.0
|
)
|
|
102.6
|
|
|
29.1
|
|
||||
Other expense
|
(0.7
|
)
|
|
(7.8
|
)
|
|
(0.2
|
)
|
|
(13.4
|
)
|
||||
Earnings (loss) from consolidated companies before income taxes
|
(7.2
|
)
|
|
462.7
|
|
|
218.4
|
|
|
789.4
|
|
||||
Provision for (benefit from) income taxes
|
(9.8
|
)
|
|
72.6
|
|
|
(38.5
|
)
|
|
103.3
|
|
||||
Earnings (loss) from consolidated companies
|
2.6
|
|
|
390.1
|
|
|
256.9
|
|
|
686.1
|
|
||||
Equity in net earnings (loss) of nonconsolidated companies
|
(13.7
|
)
|
|
0.9
|
|
|
(11.0
|
)
|
|
(0.5
|
)
|
||||
Net earnings (loss) including noncontrolling interests
|
(11.1
|
)
|
|
391.0
|
|
|
245.9
|
|
|
685.6
|
|
||||
Less: Net earnings (loss) attributable to noncontrolling interests
|
(0.9
|
)
|
|
0.4
|
|
|
(0.8
|
)
|
|
0.2
|
|
||||
Net earnings (loss) attributable to Mosaic
|
$
|
(10.2
|
)
|
|
$
|
390.6
|
|
|
$
|
246.7
|
|
|
$
|
685.4
|
|
Basic net earnings (loss) per share attributable to Mosaic
|
$
|
(0.03
|
)
|
|
$
|
1.08
|
|
|
$
|
0.70
|
|
|
$
|
1.89
|
|
Basic weighted average number of shares outstanding
|
349.8
|
|
|
361.3
|
|
|
350.6
|
|
|
363.6
|
|
||||
Diluted net earnings (loss) per share attributable to Mosaic
|
$
|
(0.03
|
)
|
|
$
|
1.08
|
|
|
$
|
0.70
|
|
|
$
|
1.88
|
|
Diluted weighted average number of shares outstanding
|
349.8
|
|
|
363.3
|
|
|
351.8
|
|
|
365.5
|
|
|
Three months ended
|
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Six months ended
|
||||||||||||
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June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net earnings (loss) including noncontrolling interest
|
$
|
(11.1
|
)
|
|
$
|
391.0
|
|
|
$
|
245.9
|
|
|
$
|
685.6
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation, net of tax
|
56.4
|
|
|
139.7
|
|
|
322.4
|
|
|
(476.4
|
)
|
||||
Net actuarial gain and prior service cost, net of tax
|
1.7
|
|
|
1.9
|
|
|
3.3
|
|
|
5.2
|
|
||||
Amortization of loss on interest rate swap, net of tax
|
0.4
|
|
|
0.6
|
|
|
1.3
|
|
|
1.3
|
|
||||
Other comprehensive income (loss)
|
58.5
|
|
|
142.2
|
|
|
327.0
|
|
|
(469.9
|
)
|
||||
Comprehensive income (loss)
|
47.4
|
|
|
533.2
|
|
|
572.9
|
|
|
215.7
|
|
||||
Less: Comprehensive income (loss) attributable to noncontrolling interest
|
0.4
|
|
|
0.8
|
|
|
1.6
|
|
|
(2.0
|
)
|
||||
Comprehensive income attributable to Mosaic
|
$
|
47.0
|
|
|
$
|
532.4
|
|
|
$
|
571.3
|
|
|
$
|
217.7
|
|
|
June 30,
2016 |
|
December 31,
2015 |
|||||
Assets
|
|
|
|
|||||
Current assets:
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
1,059.3
|
|
|
$
|
1,276.3
|
|
|
Receivables, net
|
399.6
|
|
|
675.0
|
|
|||
Inventories
|
1,702.1
|
|
|
1,563.5
|
|
|||
Other current assets
|
631.5
|
|
|
628.6
|
|
|||
Total current assets
|
3,792.5
|
|
|
4,143.4
|
|
|||
Property, plant and equipment, net of accumulated depreciation of $5,468.3 million and $4,633.4 million, respectively
|
9,197.5
|
|
|
8,721.0
|
|
|||
Investments in nonconsolidated companies
|
1,043.7
|
|
|
980.5
|
|
|||
Goodwill
|
1,667.5
|
|
|
1,595.3
|
|
|||
Deferred income taxes
|
726.5
|
|
|
691.9
|
|
|||
Other assets
|
1,257.1
|
|
|
1,257.4
|
|
|||
Total assets
|
$
|
17,684.8
|
|
|
$
|
17,389.5
|
|
|
Liabilities and Equity
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|||||
Short-term debt
|
$
|
54.0
|
|
|
$
|
25.5
|
|
|
Current maturities of long-term debt
|
42.3
|
|
|
41.7
|
|
|||
Structured accounts payable arrangements
|
195.5
|
|
|
481.7
|
|
|||
Accounts payable
|
622.6
|
|
|
520.6
|
|
|||
Accrued liabilities
|
988.3
|
|
|
977.5
|
|
|||
Total current liabilities
|
1,902.7
|
|
|
2,047.0
|
|
|||
Long-term debt, less current maturities
|
3,772.6
|
|
|
3,769.5
|
|
|||
Deferred income taxes
|
1,069.6
|
|
|
977.4
|
|
|||
Other noncurrent liabilities
|
945.7
|
|
|
1,030.6
|
|
|||
Equity:
|
|
|
|
|||||
Preferred Stock, $0.01 par value, 15,000,000 shares authorized, none issued and outstanding as of June 30, 2016 and December 31, 2015
|
—
|
|
|
—
|
|
|||
Class A Common Stock, $0.01 par value, none authorized, issued and outstanding as of June 30, 2016, 194,203,987 shares authorized, none issued and outstanding as of December 31, 2015
|
—
|
|
|
—
|
|
|||
Class B Common Stock, $0.01 par value, none authorized, issued, and outstanding as of June 30, 2016, 87,008,602 shares authorized, none issued and outstanding as of December 31, 2015
|
—
|
|
|
—
|
|
|||
Common Stock, $0.01 par value, 1,000,000,000 shares authorized, 387,875,113 shares issued and 349,926,264 shares outstanding as of June 30, 2016, 387,697,547 shares issued and 352,515,256 shares outstanding as of December 31, 2015
|
3.5
|
|
|
3.5
|
|
|||
Capital in excess of par value
|
19.5
|
|
|
6.4
|
|
|||
Retained earnings
|
11,103.0
|
|
|
11,014.8
|
|
|||
Accumulated other comprehensive income (loss)
|
(1,168.3
|
)
|
|
(1,492.9
|
)
|
|||
Total Mosaic stockholders' equity
|
9,957.7
|
|
|
9,531.8
|
|
|||
Noncontrolling interests
|
36.5
|
|
|
33.2
|
|
|||
Total equity
|
9,994.2
|
|
|
9,565.0
|
|
|||
Total liabilities and equity
|
$
|
17,684.8
|
|
|
$
|
17,389.5
|
|
|
Six months ended
|
|||||||
June 30,
2016 |
|
June 30,
2015 |
||||||
Cash Flows from Operating Activities:
|
|
|
|
|||||
Net earnings including noncontrolling interests
|
$
|
245.9
|
|
|
$
|
685.6
|
|
|
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:
|
|
|
|
|||||
Depreciation, depletion and amortization
|
373.0
|
|
|
373.9
|
|
|||
Deferred and other income taxes
|
(69.8
|
)
|
|
0.5
|
|
|||
Equity in net earnings (loss) of nonconsolidated companies, net of dividends
|
27.4
|
|
|
24.0
|
|
|||
Accretion expense for asset retirement obligations
|
19.8
|
|
|
15.5
|
|
|||
Share-based compensation expense
|
22.3
|
|
|
33.9
|
|
|||
Loss on write-down of long-lived asset
|
47.0
|
|
|
—
|
|
|||
Unrealized (gain) loss on derivatives
|
(91.3
|
)
|
|
13.9
|
|
|||
Other
|
6.2
|
|
|
15.3
|
|
|||
Changes in assets and liabilities, excluding effects of acquisition:
|
|
|
|
|||||
Receivables, net
|
257.0
|
|
|
45.3
|
|
|||
Inventories
|
(36.6
|
)
|
|
30.6
|
|
|||
Other current and noncurrent assets
|
17.3
|
|
|
(151.1
|
)
|
|||
Accounts payable and accrued liabilities
|
11.1
|
|
|
240.8
|
|
|||
Other noncurrent liabilities
|
19.8
|
|
|
4.0
|
|
|||
Net cash provided by operating activities
|
849.1
|
|
|
1,332.2
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|||||
Capital expenditures
|
(437.3
|
)
|
|
(456.9
|
)
|
|||
Proceeds from adjustment to acquisition of business
|
—
|
|
|
47.9
|
|
|||
Investments in nonconsolidated companies
|
(100.0
|
)
|
|
(125.0
|
)
|
|||
Investments in affiliate
|
(90.0
|
)
|
|
—
|
|
|||
Other
|
(3.1
|
)
|
|
7.7
|
|
|||
Net cash used in investing activities
|
(630.4
|
)
|
|
(526.3
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|||||
Payments of short-term debt
|
(173.7
|
)
|
|
(144.8
|
)
|
|||
Proceeds from issuance of short-term debt
|
202.7
|
|
|
158.5
|
|
|||
Payments of structured accounts payable arrangements
|
(494.6
|
)
|
|
(242.1
|
)
|
|||
Proceeds from structured accounts payable arrangements
|
206.0
|
|
|
148.5
|
|
|||
Payments of long-term debt
|
(1.8
|
)
|
|
(2.4
|
)
|
|||
Proceeds from issuance of long-term debt
|
—
|
|
|
3.8
|
|
|||
Proceeds from settlement of swaps
|
4.2
|
|
|
—
|
|
|||
Proceeds from stock option exercises
|
2.6
|
|
|
4.2
|
|
|||
Repurchases of stock
|
(75.0
|
)
|
|
(634.5
|
)
|
|||
Cash dividends paid
|
(192.4
|
)
|
|
(189.5
|
)
|
|||
Other
|
(0.5
|
)
|
|
0.5
|
|
|||
Net cash used in financing activities
|
(522.5
|
)
|
|
(897.8
|
)
|
|||
Effect of exchange rate changes on cash
|
86.8
|
|
|
(72.8
|
)
|
|||
Net change in cash and cash equivalents
|
(217.0
|
)
|
|
(164.7
|
)
|
|||
Cash and cash equivalents - December 31
|
1,276.3
|
|
|
2,374.6
|
|
|||
Cash and cash equivalents - June 30
|
$
|
1,059.3
|
|
|
$
|
2,209.9
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest (net of amount capitalized of $18.5 and $17.7 for the six months ended June 30, 2016 and 2015, respectively)
|
$
|
63.1
|
|
|
$
|
63.3
|
|
Income taxes (net of refunds)
|
25.5
|
|
|
138.0
|
|
|
|
|
Mosaic Shareholders
|
|
|
|
|
|||||||||||||||||||
|
Shares
|
|
Dollars
|
|||||||||||||||||||||||
|
|
|
|
|
Capital in Excess of Par Value
|
|
|
|
Accumulated Other Comprehensive Income
|
|
|
|
|
|||||||||||||
|
Common Stock
|
|
Common Stock
|
|
|
Retained Earnings
|
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||||
Balance as of December 31, 2014
|
367.5
|
|
|
$
|
3.7
|
|
|
$
|
4.2
|
|
|
$
|
11,168.9
|
|
|
$
|
(473.7
|
)
|
|
$
|
17.5
|
|
|
$
|
10,720.6
|
|
Total comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000.4
|
|
|
(1,019.2
|
)
|
|
(3.5
|
)
|
|
(22.3
|
)
|
||||||
Stock option exercises
|
0.6
|
|
|
—
|
|
|
5.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.3
|
|
||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
27.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27.9
|
|
||||||
Repurchases of stock
|
(15.6
|
)
|
|
(0.2
|
)
|
|
(30.2
|
)
|
|
(667.9
|
)
|
|
—
|
|
|
—
|
|
|
(698.3
|
)
|
||||||
Dividends ($1.075 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(486.6
|
)
|
|
—
|
|
|
—
|
|
|
(486.6
|
)
|
||||||
Dividends for noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
(0.8
|
)
|
||||||
Equity from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.0
|
|
|
20.0
|
|
||||||
Tax shortfall related to share based compensation
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
||||||
Balance as of December 31, 2015
|
352.5
|
|
|
$
|
3.5
|
|
|
$
|
6.4
|
|
|
$
|
11,014.8
|
|
|
$
|
(1,492.9
|
)
|
|
$
|
33.2
|
|
|
$
|
9,565.0
|
|
Total comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
246.7
|
|
|
324.6
|
|
|
1.6
|
|
|
572.9
|
|
||||||
Stock option exercises
|
0.2
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
20.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.0
|
|
||||||
Repurchases of stock
|
(2.8
|
)
|
|
—
|
|
|
(9.5
|
)
|
|
(65.5
|
)
|
|
—
|
|
|
—
|
|
|
(75.0
|
)
|
||||||
Dividends ($0.275 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(93.0
|
)
|
|
—
|
|
|
—
|
|
|
(93.0
|
)
|
||||||
Dividends for noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
||||||
Equity from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
2.2
|
|
||||||
Balance as of June 30, 2016
|
349.9
|
|
|
$
|
3.5
|
|
|
$
|
19.5
|
|
|
$
|
11,103.0
|
|
|
$
|
(1,168.3
|
)
|
|
$
|
36.5
|
|
|
$
|
9,994.2
|
|
•
|
Our
Phosphates
business segment owns and operates mines and production facilities in Florida which produce concentrated phosphate crop nutrients and phosphate-based animal feed ingredients, and processing plants in Louisiana which produce concentrated phosphate crop nutrients. Included in the Phosphates segment is our
35%
economic interest in a joint venture that owns the Miski Mayo Phosphate Mine in Peru and our
25%
interest in the Ma'aden Wa'ad Al Shamal Phosphate Company (the "
MWSPC
") to develop, own and operate integrated phosphate production facilities in the Kingdom of Saudi Arabia. Once operational, we will market approximately
25%
of the MWSPC production.
|
•
|
Our
Potash
business segment owns and operates potash mines and production facilities in Canada and the U.S. which produce potash-based crop nutrients, animal feed ingredients and industrial products. Potash sales include domestic and international sales. We are a member of Canpotex, Limited ("
Canpotex
"), an export association of Canadian potash producers through which we sell our Canadian potash outside the U.S. and Canada.
|
•
|
Our
International Distribution
business segment consists of sales offices, crop nutrient blending and bagging facilities, port terminals and warehouses in several key non-U.S. countries, including Brazil, Paraguay, India and China. Our International Distribution segment serves as a distribution outlet for our Phosphates and Potash segments, but also purchases and markets products from other suppliers.
|
|
|
|
|
|
|
|
|
|
|
THE MOSAIC COMPANY
|
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
|
|
|
|
|
|
|
|
|
THE MOSAIC COMPANY
|
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
June 30,
2016 |
|
December 31,
2015 |
|||||
Other current assets
|
|
|
|
|||||
Final price deferred
(a)
|
$
|
119.6
|
|
|
$
|
175.6
|
|
|
Income and other taxes receivable
|
244.4
|
|
|
249.4
|
|
|||
Prepaid expenses
|
142.6
|
|
|
123.1
|
|
|||
Other
|
124.9
|
|
|
80.5
|
|
|||
|
$
|
631.5
|
|
|
$
|
628.6
|
|
|
|
|
|
|
|||||
Other assets
|
|
|
|
|||||
MRO inventory
|
$
|
115.8
|
|
|
$
|
118.1
|
|
|
Restricted cash
(b)
|
857.5
|
|
|
851.4
|
|
|||
Other
|
283.8
|
|
|
287.9
|
|
|||
|
$
|
1,257.1
|
|
|
$
|
1,257.4
|
|
|
|
|
|
|
|||||
Accrued liabilities
|
|
|
|
|||||
Non-income taxes
|
$
|
37.6
|
|
|
$
|
24.9
|
|
|
Payroll and employee benefits
|
135.3
|
|
|
162.9
|
|
|||
Asset retirement obligations
|
107.0
|
|
|
91.9
|
|
|||
Customer prepayments
|
360.5
|
|
|
121.2
|
|
|||
Future capital commitment
(c)
|
120.0
|
|
|
120.0
|
|
|||
Other
|
227.9
|
|
|
456.6
|
|
|||
|
$
|
988.3
|
|
|
$
|
977.5
|
|
|
|
|
|
|
|||||
Other noncurrent liabilities
|
|
|
|
|||||
Asset retirement obligations
|
$
|
727.2
|
|
|
$
|
749.7
|
|
|
Accrued pension and postretirement benefits
|
65.8
|
|
|
69.6
|
|
|||
Unrecognized tax benefits
|
25.9
|
|
|
79.2
|
|
|||
Other
|
126.8
|
|
|
132.1
|
|
|||
|
$
|
945.7
|
|
|
$
|
1,030.6
|
|
|
|
|
|
|
|
|
|
|
|
THE MOSAIC COMPANY
|
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
June 30,
|
|
June 30,
|
|||||||||||||
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||
Net earnings (loss) attributable to Mosaic
|
$
|
(10.2
|
)
|
|
$
|
390.6
|
|
|
$
|
246.7
|
|
|
$
|
685.4
|
|
Basic weighted average number of shares outstanding
|
349.8
|
|
|
361.3
|
|
|
350.6
|
|
|
363.6
|
|
||||
Dilutive impact of share-based awards
|
—
|
|
|
2.0
|
|
|
1.2
|
|
|
1.9
|
|
||||
Diluted weighted average number of shares outstanding
|
349.8
|
|
|
363.3
|
|
|
351.8
|
|
|
365.5
|
|
||||
Basic net earnings (loss) per share attributable to Mosaic
|
$
|
(0.03
|
)
|
|
$
|
1.08
|
|
|
$
|
0.70
|
|
|
$
|
1.89
|
|
Diluted net earnings (loss) per share attributable to Mosaic
|
$
|
(0.03
|
)
|
|
$
|
1.08
|
|
|
$
|
0.70
|
|
|
$
|
1.88
|
|
|
June 30,
2016 |
|
December 31,
2015 |
|||||
Raw materials
|
$
|
43.4
|
|
|
$
|
68.1
|
|
|
Work in process
|
387.1
|
|
|
435.9
|
|
|||
Finished goods
|
1,193.2
|
|
|
991.0
|
|
|||
Operating materials and supplies
|
78.4
|
|
|
68.5
|
|
|||
|
$
|
1,702.1
|
|
|
$
|
1,563.5
|
|
|
Phosphates
|
|
Potash
|
|
International Distribution
|
|
Total
|
||||||||
Balance as of December 31, 2015
|
$
|
492.4
|
|
|
$
|
984.7
|
|
|
$
|
118.2
|
|
|
$
|
1,595.3
|
|
Foreign currency translation
|
—
|
|
|
64.8
|
|
|
7.4
|
|
|
72.2
|
|
||||
Balance as of June 30, 2016
|
$
|
492.4
|
|
|
$
|
1,049.5
|
|
|
$
|
125.6
|
|
|
$
|
1,667.5
|
|
|
|
|
|
|
|
|
|
|
|
THE MOSAIC COMPANY
|
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
•
|
Payment of a cash penalty of approximately
$8 million
, in the aggregate.
|
•
|
Payment of up to
$2.2 million
to fund specific environmental projects unrelated to our facilities.
|
•
|
Modification of certain operating practices and undertaking certain capital improvement projects over a period of several years that are expected to result in capital expenditures likely to exceed
$200 million
in the aggregate.
|
•
|
Provision of additional financial assurance for the estimated costs of closure and long term care ("
Gypstack Closure Costs
") of our phosphogypsum management systems ("
Gypstacks
"). For financial reporting purposes, we recognize our estimated asset retirement obligations ("
ARO
"), including Gypstack Closure Costs, at their present value. This present value determined for financial reporting purposes is reflected on our Consolidated Balance Sheets in accrued liabilities and other noncurrent liabilities. As of December 31, 2015, the undiscounted amount of our Gypstack Closure Costs
ARO, determined using the assumptions used for financial reporting purposes, was approximately
$1.7 billion
and the present value of our Gypstack Closure Costs ARO reflected in our Consolidated Balance Sheet was approximately
$535 million
. Following the effectiveness of the 2015 Consent Decrees, we will deposit cash, in the total amount of
$630 million
, into two trust funds which are expected to increase over time with reinvestment of earnings. The amount to be deposited corresponds to a material portion of our estimated Gypstack Closure Costs ARO. At December 31, 2015 and June 30, 2016, amounts to be held in such trust funds (including reinvested earnings) are classified as restricted cash and are included in other assets
|
|
|
|
|
|
|
|
|
|
|
THE MOSAIC COMPANY
|
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
|
|
|
|
|
|
|
|
|
THE MOSAIC COMPANY
|
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
|
|
|
|
|
|
|
|
|
THE MOSAIC COMPANY
|
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
|
|
|
|
|
|
|
|
|
THE MOSAIC COMPANY
|
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
June 30, 2016
|
|
December 31, 2015
|
|||||||||||||
Carrying Amount
|
|
Fair Value
|
Carrying Amount
|
|
Fair Value
|
|||||||||||
Cash and cash equivalents
|
$
|
1,059.3
|
|
|
$
|
1,059.3
|
|
|
$
|
1,276.3
|
|
|
$
|
1,276.3
|
|
|
Receivables, net
|
399.6
|
|
|
399.6
|
|
|
675.0
|
|
|
675.0
|
|
|||||
Accounts payable
|
622.6
|
|
|
622.6
|
|
|
520.6
|
|
|
520.6
|
|
|||||
Structured accounts payable arrangements
|
195.5
|
|
|
195.5
|
|
|
481.7
|
|
|
481.7
|
|
|||||
Short-term debt
|
54.0
|
|
|
54.0
|
|
|
25.5
|
|
|
25.5
|
|
|||||
Long-term debt, including current portion
|
3,814.9
|
|
|
4,107.6
|
|
|
3,811.2
|
|
|
3,860.4
|
|
|
|
Settlement Date
|
|
Shares Delivered
|
|
Average Price
Per Share
|
|
ASR Amount
|
|
May 2015 ASR
|
|
July 28, 2015
|
|
11,106,847
|
|
|
$45.02
|
|
$500.0 million
|
February 2016 ASR
|
|
March 29, 2016
|
|
2,766,558
|
|
|
$27.11
|
|
$75.0 million
|
|
|
|
|
|
|
|
|
|
|
THE MOSAIC COMPANY
|
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
June 30,
|
|
June 30,
|
|||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Transactions with non-consolidated companies included in net sales
|
$
|
141.2
|
|
|
$
|
358.2
|
|
|
$
|
288.4
|
|
|
$
|
622.1
|
|
Transactions with non-consolidated companies included in cost of goods sold
|
208.6
|
|
|
368.2
|
|
|
327.5
|
|
|
480.9
|
|
|
Phosphates
|
|
Potash
|
|
International Distribution
|
|
Corporate, Eliminations and Other
|
|
Total
|
||||||||||
Three months ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales to external customers
|
$
|
678.7
|
|
|
$
|
454.2
|
|
|
$
|
533.6
|
|
|
$
|
8.1
|
|
|
$
|
1,674.6
|
|
Intersegment net sales
(a)
|
297.2
|
|
|
2.7
|
|
|
0.3
|
|
|
(300.2
|
)
|
|
—
|
|
|||||
Net sales
|
975.9
|
|
|
456.9
|
|
|
533.9
|
|
|
(292.1
|
)
|
|
1,674.6
|
|
|||||
Gross margin
(a)
|
100.4
|
|
|
53.0
|
|
|
4.7
|
|
|
(4.1
|
)
|
|
154.0
|
|
|||||
Canadian resource taxes
|
—
|
|
|
38.1
|
|
|
—
|
|
|
—
|
|
|
38.1
|
|
|||||
Gross margin (excluding Canadian resource taxes)
|
100.4
|
|
|
91.1
|
|
|
4.7
|
|
|
(4.1
|
)
|
|
192.1
|
|
|||||
Operating earnings (loss)
|
11.8
|
|
|
18.3
|
|
|
(11.0
|
)
|
|
(6.8
|
)
|
|
12.3
|
|
|||||
Depreciation, depletion and amortization expense
|
101.4
|
|
|
79.1
|
|
|
3.8
|
|
|
5.0
|
|
|
189.3
|
|
|||||
Capital expenditures
|
90.3
|
|
|
98.4
|
|
|
6.6
|
|
|
6.4
|
|
|
201.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Three months ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales to external customers
|
$
|
1,111.1
|
|
|
$
|
727.4
|
|
|
$
|
637.0
|
|
|
$
|
12.0
|
|
|
$
|
2,487.5
|
|
Intersegment net sales
(a)
|
273.9
|
|
|
2.8
|
|
|
0.4
|
|
|
(277.1
|
)
|
|
—
|
|
|||||
Net sales
|
1,385.0
|
|
|
730.2
|
|
|
637.4
|
|
|
(265.1
|
)
|
|
2,487.5
|
|
|||||
Gross margin
(a)
|
295.9
|
|
|
295.0
|
|
|
28.5
|
|
|
(11.5
|
)
|
|
607.9
|
|
|||||
Canadian resource taxes
|
—
|
|
|
54.9
|
|
|
—
|
|
|
—
|
|
|
54.9
|
|
|||||
Gross margin (excluding Canadian resource taxes)
|
295.9
|
|
|
349.9
|
|
|
28.5
|
|
|
(11.5
|
)
|
|
662.8
|
|
|||||
Operating earnings (loss)
|
259.4
|
|
|
258.8
|
|
|
7.7
|
|
|
(15.9
|
)
|
|
510.0
|
|
|||||
Depreciation, depletion and amortization expense
|
98.5
|
|
|
81.7
|
|
|
4.6
|
|
|
6.3
|
|
|
191.1
|
|
|||||
Capital expenditures
|
117.6
|
|
|
88.0
|
|
|
16.5
|
|
|
5.3
|
|
|
227.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Six months ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales to external customers
|
$
|
1,485.7
|
|
|
$
|
845.3
|
|
|
$
|
1,000.2
|
|
|
$
|
17.3
|
|
|
$
|
3,348.5
|
|
Intersegment net sales
(a)
|
399.7
|
|
|
5.8
|
|
|
0.5
|
|
|
(406.0
|
)
|
|
—
|
|
|||||
Net sales
|
1,885.4
|
|
|
851.1
|
|
|
1,000.7
|
|
|
(388.7
|
)
|
|
3,348.5
|
|
|||||
Gross margin
(a)
|
165.0
|
|
|
151.1
|
|
|
16.5
|
|
|
58.1
|
|
|
390.7
|
|
|||||
Canadian resource taxes
|
—
|
|
|
56.4
|
|
|
—
|
|
|
—
|
|
|
56.4
|
|
|||||
Gross margin (excluding Canadian resource taxes)
|
165.0
|
|
|
207.5
|
|
|
16.5
|
|
|
58.1
|
|
|
447.1
|
|
|||||
Operating earnings (loss)
|
29.5
|
|
|
104.1
|
|
|
(15.4
|
)
|
|
57.5
|
|
|
175.7
|
|
|||||
Depreciation, depletion and amortization expense
|
200.1
|
|
|
155.1
|
|
|
7.3
|
|
|
10.5
|
|
|
373.0
|
|
|||||
Capital expenditures
|
201.9
|
|
|
211.1
|
|
|
11.9
|
|
|
12.4
|
|
|
437.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Six months ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales to external customers
|
$
|
2,151.7
|
|
|
$
|
1,379.8
|
|
|
$
|
1,075.4
|
|
|
$
|
19.7
|
|
|
$
|
4,626.6
|
|
Intersegment net sales
(a)
|
405.6
|
|
|
3.2
|
|
|
0.9
|
|
|
(409.7
|
)
|
|
—
|
|
|||||
Net sales
|
2,557.3
|
|
|
1,383.0
|
|
|
1,076.3
|
|
|
(390.0
|
)
|
|
4,626.6
|
|
|||||
Gross margin
(a)
|
517.6
|
|
|
536.9
|
|
|
49.0
|
|
|
(76.4
|
)
|
|
1,027.1
|
|
|||||
Canadian resource taxes
|
—
|
|
|
133.0
|
|
|
—
|
|
|
—
|
|
|
133.0
|
|
|||||
Gross margin (excluding Canadian resource taxes)
|
517.6
|
|
|
669.9
|
|
|
49.0
|
|
|
(76.4
|
)
|
|
1,160.1
|
|
|||||
Operating earnings (loss)
|
449.8
|
|
|
463.0
|
|
|
10.6
|
|
|
(94.9
|
)
|
|
828.5
|
|
|||||
Depreciation, depletion and amortization expense
|
192.7
|
|
|
161.0
|
|
|
7.4
|
|
|
12.8
|
|
|
373.9
|
|
|||||
Capital expenditures
|
246.4
|
|
|
182.7
|
|
|
20.3
|
|
|
7.5
|
|
|
456.9
|
|
|||||
Total Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
As of June 30, 2016
|
$
|
8,118.3
|
|
|
$
|
8,933.7
|
|
|
$
|
1,734.2
|
|
|
$
|
(1,101.4
|
)
|
|
$
|
17,684.8
|
|
As of December 31, 2015
|
8,369.8
|
|
|
8,363.9
|
|
|
1,695.6
|
|
|
(1,039.8
|
)
|
|
17,389.5
|
|
|
|
|
|
|
|
|
|
|
|
THE MOSAIC COMPANY
|
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
(a)
|
Certain intercompany sales within the Phosphates segment are recognized as revenue before the final price is determined. During the
three and six
months ended
June 30, 2015
these transactions had the effect of increasing Phosphate segment revenues and gross margin by
$75.0 million
and
$21.4 million
, respectively. There were no intersegment sales of this type outstanding at June 30, 2016. Revenues and cost of goods sold on these Phosphates sales are eliminated in the "Corporate and Other" category similar to all other intercompany transactions.
|
|
Three months ended
|
|
|
|
|
|
Six months ended
|
|
|
|
|
||||||||||||||||||
|
June 30,
|
|
2016-2015
|
|
June 30,
|
|
2016-2015
|
||||||||||||||||||||||
(in millions, except per share data)
|
2016
|
|
2015
|
|
Change
|
|
Percent
|
|
2016
|
|
2015
|
|
Change
|
|
Percent
|
||||||||||||||
Net sales
|
$
|
1,674.6
|
|
|
$
|
2,487.5
|
|
|
$
|
(812.9
|
)
|
|
(33
|
)%
|
|
$
|
3,348.5
|
|
|
$
|
4,626.6
|
|
|
$
|
(1,278.1
|
)
|
|
(28
|
)%
|
Cost of goods sold
|
1,520.6
|
|
|
1,879.6
|
|
|
(359.0
|
)
|
|
(19
|
)%
|
|
2,957.8
|
|
|
3,599.5
|
|
|
(641.7
|
)
|
|
(18
|
)%
|
||||||
Gross margin
|
154.0
|
|
|
607.9
|
|
|
(453.9
|
)
|
|
(75
|
)%
|
|
390.7
|
|
|
1,027.1
|
|
|
(636.4
|
)
|
|
(62
|
)%
|
||||||
Gross margin percentage
|
9
|
%
|
|
24
|
%
|
|
|
|
|
|
12
|
%
|
|
22
|
%
|
|
|
|
|
|
|||||||||
Selling, general and administrative expenses
|
72.9
|
|
|
89.3
|
|
|
(16.4
|
)
|
|
(18
|
)%
|
|
162.7
|
|
|
189.8
|
|
|
(27.1
|
)
|
|
(14
|
)%
|
||||||
Other operating expense
|
68.8
|
|
|
8.6
|
|
|
60.2
|
|
|
NM
|
|
|
52.3
|
|
|
8.8
|
|
|
43.5
|
|
|
NM
|
|
||||||
Operating earnings
|
12.3
|
|
|
510.0
|
|
|
(497.7
|
)
|
|
(98
|
)%
|
|
175.7
|
|
|
828.5
|
|
|
(652.8
|
)
|
|
(79
|
)%
|
||||||
Interest expense, net
|
(33.5
|
)
|
|
(23.5
|
)
|
|
(10.0
|
)
|
|
43
|
%
|
|
(59.7
|
)
|
|
(54.8
|
)
|
|
(4.9
|
)
|
|
9
|
%
|
||||||
Foreign currency transaction gain (loss)
|
14.7
|
|
|
(16.0
|
)
|
|
30.7
|
|
|
NM
|
|
|
102.6
|
|
|
29.1
|
|
|
73.5
|
|
|
NM
|
|
||||||
Other expense
|
(0.7
|
)
|
|
(7.8
|
)
|
|
7.1
|
|
|
(91
|
)%
|
|
(0.2
|
)
|
|
(13.4
|
)
|
|
13.2
|
|
|
(99
|
)%
|
||||||
Earnings (loss) from consolidated companies before income taxes
|
(7.2
|
)
|
|
462.7
|
|
|
(469.9
|
)
|
|
NM
|
|
|
218.4
|
|
|
789.4
|
|
|
(571.0
|
)
|
|
(72
|
)%
|
||||||
Provision for (benefit from) income taxes
|
(9.8
|
)
|
|
72.6
|
|
|
(82.4
|
)
|
|
NM
|
|
|
(38.5
|
)
|
|
103.3
|
|
|
(141.8
|
)
|
|
NM
|
|
||||||
Earnings (loss) from consolidated companies
|
2.6
|
|
|
390.1
|
|
|
(387.5
|
)
|
|
(99
|
)%
|
|
256.9
|
|
|
686.1
|
|
|
(429.2
|
)
|
|
(63
|
)%
|
||||||
Equity in net earnings (loss) of nonconsolidated companies
|
(13.7
|
)
|
|
0.9
|
|
|
(14.6
|
)
|
|
NM
|
|
|
(11.0
|
)
|
|
(0.5
|
)
|
|
(10.5
|
)
|
|
NM
|
|
||||||
Net earnings (loss) including noncontrolling interests
|
(11.1
|
)
|
|
391.0
|
|
|
(402.1
|
)
|
|
NM
|
|
|
245.9
|
|
|
685.6
|
|
|
(439.7
|
)
|
|
(64
|
)%
|
||||||
Less: Net earnings (loss) attributable to noncontrolling interests
|
(0.9
|
)
|
|
0.4
|
|
|
(1.3
|
)
|
|
NM
|
|
|
(0.8
|
)
|
|
0.2
|
|
|
(1.0
|
)
|
|
NM
|
|
||||||
Net earnings (loss) attributable to Mosaic
|
$
|
(10.2
|
)
|
|
$
|
390.6
|
|
|
$
|
(400.8
|
)
|
|
NM
|
|
|
$
|
246.7
|
|
|
$
|
685.4
|
|
|
$
|
(438.7
|
)
|
|
(64
|
)%
|
Diluted net earnings (loss) per share attributable to Mosaic
|
$
|
(0.03
|
)
|
|
$
|
1.08
|
|
|
$
|
(1.11
|
)
|
|
NM
|
|
|
$
|
0.70
|
|
|
$
|
1.88
|
|
|
$
|
(1.18
|
)
|
|
(63
|
)%
|
Diluted weighted average number of shares outstanding
|
349.8
|
|
|
363.3
|
|
|
|
|
|
|
351.8
|
|
|
365.5
|
|
|
|
|
|
•
|
We continued to execute against our cost saving initiatives in ways that are positively impacting financial results.
|
◦
|
We are on track to meet the goal we set three years ago to achieve $500 million in cost savings by the end of 2018.
|
◦
|
We are targeting an additional $75 million in savings in our support functions and expect to realize most of these savings in 2017.
|
◦
|
We are managing our capital through reducing or eliminating certain capital spending as noted above.
|
◦
|
Subsequent to quarter-end, on July 13, 2016, we announced that we will idle our Colonsay, Saskatchewan potash mine for the remainder of 2016 in light of reduced customer demand while adapting to challenging potash market conditions. Our lower-cost Esterhazy and Belle Plaine mines, in combination with current inventory, will allow us to meet our short-term potash supply needs.
|
•
|
We made an equity contribution of $100 million to the Ma'aden Wa'ad Al Shamal Joint Venture. We estimate the cost to develop and construct the integrated phosphate production facilities to be approximately $8 billion. We and our joint venture partners expect the remaining amount to be funded through external debt facilities and investments by the joint venture members.
|
•
|
Our Esterhazy K3 mine development remained on track to start producing ore in 2017.
|
•
|
We recorded a foreign currency transaction gain of
$14.7 million
, or $0.04 per diluted share, compared with a loss of
$16.0 million
, or ($0.04) per diluted share, in the prior year period.
|
•
|
We recorded unrealized mark-to-market gains on derivatives of $29.8 million, or $0.08 per diluted share, compared with gains of $27.2 million, or $0.06 per diluted share, in the same period a year ago.
|
•
|
Our Board of Directors approved, on May 14, 2015, a new share repurchase authorization in the amount of $1.5 billion, allowing Mosaic to repurchase shares of our Common Stock, through open market purchases, accelerated share repurchase arrangements, privately negotiated transactions or otherwise (the "
2015 Repurchase Program
"). The 2015 Repurchase Program has no set expiration date. In connection with the authorization of the 2015 Repurchase Program, the remaining amount of $149.4 million under our $1 billion share repurchase program authorized in February 2014 (the "
2014 Repurchase Program
") was terminated.
|
•
|
We entered into an accelerated share repurchase transaction in February 2016 (the "
2016 ASR
") to repurchase shares of our Common Stock for a payment of $75 million under the 2015 Repurchase Program. The 2016 ASR was settled on March 29, 2016 and we received a total of 2,766,558 shares of Common Stock. The final average price per share was $27.11.
|
•
|
We received insurance proceeds of $28 million related to the collapse of a warehouse roof at our Carlsbad, New Mexico location in 2014, which are included in other operating income.
|
•
|
We recorded a foreign currency transaction gain of
$102.6 million
, or $0.26 per diluted share, compared with a gain of
$29.1 million
, or $0.06 per diluted share, in the prior year period.
|
•
|
We recorded unrealized mark-to-market gains on derivatives of $82.6 million, or $0.21 per diluted share, compared with a loss of $11.2 million, or $(0.02) per diluted share, in the same period a year ago.
|
•
|
Our Board of Directors approved an increase in our annual dividend to $1.10 from $1.00 per share, which was effective in May 2015.
|
•
|
During the first six months of 2015, we completed the integration of our December 2014 purchase of Archer Daniels Midland Company's ("
ADM
") fertilizer distribution business and working capital in Brazil and Paraguay (the "
ADM Acquisition
").
|
|
Three months ended
|
|
|
|
|
|
Six months ended
|
|
|
|
|
||||||||||||||||||
|
June 30,
|
|
2016-2015
|
|
June 30,
|
|
2016-2015
|
||||||||||||||||||||||
(in millions, except price per tonne or unit)
|
2016
|
|
2015
|
|
Change
|
|
Percent
|
|
2016
|
|
2015
|
|
Change
|
|
Percent
|
||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
North America
|
$
|
475.8
|
|
|
$
|
704.5
|
|
|
$
|
(228.7
|
)
|
|
(32
|
)%
|
|
$
|
1,073.4
|
|
|
$
|
1,387.6
|
|
|
$
|
(314.2
|
)
|
|
(23
|
)%
|
International
|
500.1
|
|
|
680.5
|
|
|
(180.4
|
)
|
|
(27
|
)%
|
|
812.0
|
|
|
1,169.7
|
|
|
(357.7
|
)
|
|
(31
|
)%
|
||||||
Total
|
975.9
|
|
|
1,385.0
|
|
|
(409.1
|
)
|
|
(30
|
)%
|
|
1,885.4
|
|
|
2,557.3
|
|
|
(671.9
|
)
|
|
(26
|
)%
|
||||||
Cost of goods sold
|
875.5
|
|
|
1,089.1
|
|
|
(213.6
|
)
|
|
(20
|
)%
|
|
1,720.4
|
|
|
2,039.7
|
|
|
(319.3
|
)
|
|
(16
|
)%
|
||||||
Gross margin
|
$
|
100.4
|
|
|
$
|
295.9
|
|
|
$
|
(195.5
|
)
|
|
(66
|
)%
|
|
$
|
165.0
|
|
|
$
|
517.6
|
|
|
$
|
(352.6
|
)
|
|
(68
|
)%
|
Gross margin as a percentage of net sales
|
10
|
%
|
|
21
|
%
|
|
|
|
|
|
9
|
%
|
|
20
|
%
|
|
|
|
|
||||||||||
Sales volume (in thousands of metric tonnes)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Crop Nutrients
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
North America - DAP/MAP
(a)
|
738
|
|
|
895
|
|
|
(157
|
)
|
|
(18
|
)%
|
|
1,689
|
|
|
1,846
|
|
|
(157
|
)
|
|
(9
|
)%
|
||||||
International - DAP/MAP
(a)(b)
|
1,022
|
|
|
1,224
|
|
|
(202
|
)
|
|
(17
|
)%
|
|
1,678
|
|
|
1,978
|
|
|
(300
|
)
|
|
(15
|
)%
|
||||||
MicroEssentials®
(b)
|
567
|
|
|
516
|
|
|
51
|
|
|
10
|
%
|
|
1,036
|
|
|
956
|
|
|
80
|
|
|
8
|
%
|
||||||
Feed and Other
(b)
|
122
|
|
|
153
|
|
|
(31
|
)
|
|
(20
|
)%
|
|
252
|
|
|
304
|
|
|
(52
|
)
|
|
(17
|
)%
|
||||||
Total Phosphates Segment Tonnes
|
2,449
|
|
|
2,788
|
|
|
(339
|
)
|
|
(12
|
)%
|
|
4,655
|
|
|
5,084
|
|
|
(429
|
)
|
|
(8
|
)%
|
||||||
Average selling price per tonne:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
DAP (FOB plant)
|
$
|
343
|
|
|
$
|
450
|
|
|
$
|
(107
|
)
|
|
(24
|
)%
|
|
$
|
349
|
|
|
$
|
454
|
|
|
$
|
(105
|
)
|
|
(23
|
)%
|
Average cost per unit consumed in cost of goods sold:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Ammonia (metric tonne)
|
$
|
320
|
|
|
$
|
417
|
|
|
$
|
(97
|
)
|
|
(23
|
)%
|
|
$
|
343
|
|
|
$
|
463
|
|
|
$
|
(120
|
)
|
|
(26
|
)%
|
Sulfur (long ton)
|
112
|
|
|
161
|
|
|
(49
|
)
|
|
(30
|
)%
|
|
121
|
|
|
154
|
|
|
(33
|
)
|
|
(21
|
)%
|
||||||
Blended rock (metric tonne)
|
65
|
|
|
61
|
|
|
4
|
|
|
7
|
%
|
|
62
|
|
|
61
|
|
|
1
|
|
|
2
|
%
|
||||||
Production volume (in thousands of metric tonnes)
|
2,391
|
|
|
2,504
|
|
|
(113
|
)
|
|
(5
|
)%
|
|
4,596
|
|
|
4,802
|
|
|
(206
|
)
|
|
(4
|
)%
|
|
Three months ended
|
|
|
|
|
|
Six months ended
|
|
|
|
|
||||||||||||||||||
|
June 30,
|
|
2016-2015
|
|
June 30,
|
|
2016-2015
|
||||||||||||||||||||||
(in millions, except price per tonne or unit)
|
2016
|
|
2015
|
|
Change
|
|
Percent
|
|
2016
|
|
2015
|
|
Change
|
|
Percent
|
||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
North America
|
$
|
304.1
|
|
|
$
|
372.3
|
|
|
$
|
(68.2
|
)
|
|
(18
|
)%
|
|
$
|
545.9
|
|
|
$
|
723.4
|
|
|
$
|
(177.5
|
)
|
|
(25
|
)%
|
International
|
152.8
|
|
|
357.9
|
|
|
(205.1
|
)
|
|
(57
|
)%
|
|
305.2
|
|
|
659.6
|
|
|
(354.4
|
)
|
|
(54
|
)%
|
||||||
Total
|
456.9
|
|
|
730.2
|
|
|
(273.3
|
)
|
|
(37
|
)%
|
|
851.1
|
|
|
1,383.0
|
|
|
(531.9
|
)
|
|
(38
|
)%
|
||||||
Cost of goods sold
|
403.9
|
|
|
435.2
|
|
|
(31.3
|
)
|
|
(7
|
)%
|
|
700.0
|
|
|
846.1
|
|
|
(146.1
|
)
|
|
(17
|
)%
|
||||||
Gross margin
|
$
|
53.0
|
|
|
$
|
295.0
|
|
|
$
|
(242.0
|
)
|
|
(82
|
)%
|
|
$
|
151.1
|
|
|
$
|
536.9
|
|
|
$
|
(385.8
|
)
|
|
(72
|
)%
|
Gross margin as a percentage of net sales
|
12
|
%
|
|
40
|
%
|
|
|
|
|
|
18
|
%
|
|
39
|
%
|
|
|
|
|
||||||||||
Canadian resource taxes (CRT)
|
38.1
|
|
|
54.9
|
|
|
(16.8
|
)
|
|
(31
|
)%
|
|
56.4
|
|
|
133.0
|
|
|
(76.6
|
)
|
|
(58
|
)%
|
||||||
Gross margin (excluding CRT)
(a)
|
$
|
91.1
|
|
|
$
|
349.9
|
|
|
$
|
(258.8
|
)
|
|
(74
|
)%
|
|
$
|
207.5
|
|
|
$
|
669.9
|
|
|
$
|
(462.4
|
)
|
|
(69
|
)%
|
Gross margin (excluding CRT) as a percentage of net sales
(a)
|
20
|
%
|
|
48
|
%
|
|
|
|
|
|
24
|
%
|
|
48
|
%
|
|
|
|
|
||||||||||
Sales volume (in thousands of metric tonnes)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Crop Nutrients:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
North America
|
983
|
|
|
641
|
|
|
342
|
|
|
53
|
%
|
|
1,632
|
|
|
1,218
|
|
|
414
|
|
|
34
|
%
|
||||||
International
(b)
|
905
|
|
|
1,544
|
|
|
(639
|
)
|
|
(41
|
)%
|
|
1,653
|
|
|
2,790
|
|
|
(1,137
|
)
|
|
(41
|
)%
|
||||||
Total
|
1,888
|
|
|
2,185
|
|
|
(297
|
)
|
|
(14
|
)%
|
|
3,285
|
|
|
4,008
|
|
|
(723
|
)
|
|
(18
|
)%
|
||||||
Non-agricultural
|
152
|
|
|
157
|
|
|
(5
|
)
|
|
(3
|
)%
|
|
298
|
|
|
358
|
|
|
(60
|
)
|
|
(17
|
)%
|
||||||
Total Potash Segment Tonnes
|
2,040
|
|
|
2,342
|
|
|
(302
|
)
|
|
(13
|
)%
|
|
3,583
|
|
|
4,366
|
|
|
(783
|
)
|
|
(18
|
)%
|
||||||
Average selling price per tonne (FOB plant):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
MOP - North America
(c)
|
$
|
173
|
|
|
$
|
345
|
|
|
$
|
(172
|
)
|
|
(50
|
)%
|
|
$
|
177
|
|
|
$
|
353
|
|
|
$
|
(176
|
)
|
|
(50
|
)%
|
MOP - International
|
158
|
|
|
244
|
|
|
(86
|
)
|
|
(35
|
)%
|
|
175
|
|
|
245
|
|
|
(70
|
)
|
|
(29
|
)%
|
||||||
MOP - Average
(d)
|
178
|
|
|
280
|
|
|
(102
|
)
|
|
(36
|
)%
|
|
191
|
|
|
284
|
|
|
(93
|
)
|
|
(33
|
)%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Production volume (in thousands of metric tonnes)
|
1,769
|
|
|
2,362
|
|
|
(593
|
)
|
|
(25
|
)%
|
|
3,787
|
|
|
4,811
|
|
|
(1,024
|
)
|
|
(21
|
)%
|
|
Three months ended
|
|
|
|
|
|
Six months ended
|
|
|
|
|
||||||||||||||||||
|
June 30,
|
|
2016-2015
|
|
June 30,
|
|
2016-2015
|
||||||||||||||||||||||
(in millions, except price per tonne or unit)
|
2016
|
|
2015
|
|
Change
|
|
Percent
|
|
2016
|
|
2015
|
|
Change
|
|
Percent
|
||||||||||||||
Net Sales
|
$
|
533.9
|
|
|
$
|
637.4
|
|
|
$
|
(103.5
|
)
|
|
(16
|
)%
|
|
$
|
1,000.7
|
|
|
$
|
1,076.3
|
|
|
$
|
(75.6
|
)
|
|
(7
|
)%
|
Cost of goods sold
|
529.2
|
|
|
608.9
|
|
|
(79.7
|
)
|
|
(13
|
)%
|
|
984.2
|
|
|
1,027.3
|
|
|
(43.1
|
)
|
|
(4
|
)%
|
||||||
Gross margin
|
$
|
4.7
|
|
|
$
|
28.5
|
|
|
$
|
(23.8
|
)
|
|
(84
|
)%
|
|
$
|
16.5
|
|
|
$
|
49.0
|
|
|
$
|
(32.5
|
)
|
|
(66
|
)%
|
Gross margin as a percent of net sales
|
1
|
%
|
|
4
|
%
|
|
|
|
|
|
2
|
%
|
|
5
|
%
|
|
|
|
|
||||||||||
Gross margin per sales tonne
|
$
|
3
|
|
|
$
|
19
|
|
|
|
|
|
|
$
|
6
|
|
|
$
|
20
|
|
|
|
|
|
||||||
Sales volume (in thousands of metric tonnes)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total
|
1,413
|
|
|
1,477
|
|
|
(64
|
)
|
|
(4
|
)%
|
|
2,681
|
|
|
2,454
|
|
|
227
|
|
|
9
|
%
|
||||||
Realized prices ($/tonne)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Average price (FOB destination)
(a)
|
$
|
374
|
|
|
$
|
427
|
|
|
$
|
(53
|
)
|
|
(12
|
)%
|
|
$
|
370
|
|
|
$
|
434
|
|
|
$
|
(64
|
)
|
|
(15
|
)%
|
Purchases ('000 tonnes)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
DAP/MAP from Mosaic
|
505
|
|
|
363
|
|
|
142
|
|
|
39
|
%
|
|
672
|
|
|
501
|
|
|
171
|
|
|
34
|
%
|
||||||
MicroEssentials® from Mosaic
|
303
|
|
|
198
|
|
|
105
|
|
|
53
|
%
|
|
404
|
|
|
324
|
|
|
80
|
|
|
25
|
%
|
||||||
Potash from Mosaic/Canpotex
|
822
|
|
|
769
|
|
|
53
|
|
|
7
|
%
|
|
1,182
|
|
|
1,018
|
|
|
164
|
|
|
16
|
%
|
|
Three months ended
|
|
|
|
|
|
Six months ended
|
|
|
|
|
||||||||||||||||||
|
June 30,
|
|
2016-2015
|
|
June 30,
|
|
2016-2015
|
||||||||||||||||||||||
(in millions)
|
2016
|
|
2015
|
|
Change
|
|
Percent
|
|
2016
|
|
2015
|
|
Change
|
|
Percent
|
||||||||||||||
Selling, general and administrative expenses
|
$
|
72.9
|
|
|
$
|
89.3
|
|
|
$
|
(16.4
|
)
|
|
(18
|
)%
|
|
$
|
162.7
|
|
|
$
|
189.8
|
|
|
$
|
(27.1
|
)
|
|
(14
|
)%
|
Other operating expense
|
68.8
|
|
|
8.6
|
|
|
60.2
|
|
|
NM
|
|
|
52.3
|
|
|
8.8
|
|
|
43.5
|
|
|
NM
|
|
||||||
Interest (expense)
|
(38.9
|
)
|
|
(31.8
|
)
|
|
(7.1
|
)
|
|
22
|
%
|
|
(70.7
|
)
|
|
(66.6
|
)
|
|
(4.1
|
)
|
|
6
|
%
|
||||||
Interest income
|
5.4
|
|
|
8.3
|
|
|
(2.9
|
)
|
|
(35
|
)%
|
|
11.0
|
|
|
11.8
|
|
|
(0.8
|
)
|
|
(7
|
)%
|
||||||
Interest expense, net
|
(33.5
|
)
|
|
(23.5
|
)
|
|
(10.0
|
)
|
|
43
|
%
|
|
(59.7
|
)
|
|
(54.8
|
)
|
|
(4.9
|
)
|
|
9
|
%
|
||||||
Foreign currency transaction gain (loss)
|
14.7
|
|
|
(16.0
|
)
|
|
30.7
|
|
|
NM
|
|
|
102.6
|
|
|
29.1
|
|
|
73.5
|
|
|
NM
|
|
||||||
Other expense
|
(0.7
|
)
|
|
(7.8
|
)
|
|
7.1
|
|
|
(91
|
)%
|
|
(0.2
|
)
|
|
(13.4
|
)
|
|
13.2
|
|
|
(99
|
)%
|
||||||
Provision for (benefit from) income taxes
|
(9.8
|
)
|
|
72.6
|
|
|
(82.4
|
)
|
|
NM
|
|
|
(38.5
|
)
|
|
103.3
|
|
|
(141.8
|
)
|
|
NM
|
|
||||||
Equity in net earnings (loss) of nonconsolidated companies
|
(13.7
|
)
|
|
0.9
|
|
|
(14.6
|
)
|
|
NM
|
|
|
(11.0
|
)
|
|
(0.5
|
)
|
|
(10.5
|
)
|
|
NM
|
|
Three months ended
|
|
Effective Tax Rate
|
|
Provision for Income Taxes
|
||||
June 30, 2016
|
|
(136.1
|
)%
|
|
$
|
(9.8
|
)
|
|
June 30, 2015
|
|
15.7
|
%
|
|
72.6
|
|
||
|
|
|
|
|
||||
Six months ended
|
|
Effective Tax Rate
|
|
Provision for Income Taxes
|
||||
June 30, 2016
|
|
(17.6
|
)%
|
|
$
|
(38.5
|
)
|
|
June 30, 2015
|
|
13.1
|
%
|
|
103.3
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
(in millions)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Sales
|
|
$
|
456.9
|
|
|
$
|
730.2
|
|
|
$
|
851.1
|
|
|
$
|
1,383.0
|
|
Gross margin
|
|
53.0
|
|
|
295.0
|
|
|
151.1
|
|
|
536.9
|
|
||||
Gross margin as a percentage of net sales
|
|
12
|
%
|
|
40
|
%
|
|
18
|
%
|
|
39
|
%
|
||||
Canadian resource taxes
|
|
38.1
|
|
|
54.9
|
|
|
56.4
|
|
|
133.0
|
|
||||
Gross margin, (excluding CRT)
|
|
$
|
91.1
|
|
|
$
|
349.9
|
|
|
$
|
207.5
|
|
|
$
|
669.9
|
|
Gross margin (excluding CRT) as a percentage of net sales
|
|
20
|
%
|
|
48
|
%
|
|
24
|
%
|
|
48
|
%
|
(in millions)
|
Six months ended
|
|
|
|
|
|||||||||
June 30,
|
|
2016-2015
|
||||||||||||
Cash Flow
|
2016
|
|
2015
|
|
Change
|
|
Percent
|
|||||||
Net cash provided by operating activities
|
$
|
849.1
|
|
|
$
|
1,332.2
|
|
|
$
|
(483.1
|
)
|
|
(36
|
)%
|
Net cash used in investing activities
|
(630.4
|
)
|
|
(526.3
|
)
|
|
(104.1
|
)
|
|
20
|
%
|
|||
Net cash used in financing activities
|
(522.5
|
)
|
|
(897.8
|
)
|
|
375.3
|
|
|
(42
|
)%
|
•
|
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;
|
•
|
changes in farmers’ application rates for crop nutrients;
|
•
|
changes in the operation of world phosphate or potash markets, including continuing consolidation in the crop nutrient industry, particularly if we do not participate in the consolidation;
|
•
|
pressure on prices realized by us for our products;
|
•
|
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 proving runs by members of Canpotex, Limited (“
Canpotex
”) to prove the production capacity of potash expansion projects;
|
•
|
the expected cost of MWSPC and our expected investment in it, the amount, terms, availability and sufficiency of funding for MWSPC from us, Saudi Arabian Mining Company, Saudi Basic Industries Corporation and existing or future external sources, the ability of MWSPC to obtain additional planned funding in acceptable amounts and upon acceptable terms, the timely development and commencement of operations of production facilities in the Kingdom of Saudi Arabia, political and economic instability in the region, and in general the future success of current plans for the joint venture and any future changes in those plans;
|
•
|
build-up of inventories in the distribution channels for our products that can adversely affect our sales volumes and selling prices;
|
•
|
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, and may result in excess inventory or product shortages;
|
•
|
changes in the costs, or constraints on supplies, of raw materials or energy used in manufacturing our products, or in the costs or availability of transportation for our products;
|
•
|
declines in our selling prices or significant increases in costs that can require us to write down our inventories to the lower of cost or market, or require us to impair goodwill or other long-lived assets, or establish a valuation allowance against deferred tax assets;
|
•
|
the effects on our customers of holding high cost inventories of crop nutrients in periods of rapidly declining market prices for crop nutrients;
|
•
|
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;
|
•
|
customer expectations about future trends in the selling prices and availability of our products and in farmer economics;
|
•
|
disruptions to existing transportation or terminaling facilities, including those of Canpotex or any joint venture in which we participate;
|
•
|
shortages or other unavailability of railcars, tugs, barges and ships for carrying our products and raw materials;
|
•
|
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;
|
•
|
other risks associated with our international operations, including any potential adverse effects related to our joint venture interest in the Miski Mayo mine in the event that protests against natural resource companies in Peru were to extend to or impact the Miski Mayo mine;
|
•
|
adverse weather conditions affecting our operations, including the impact of potential hurricanes, excessive heat, cold, snow or rainfall, or drought;
|
•
|
difficulties or delays in receiving, challenges to, increased costs of obtaining or satisfying conditions of, or revocation or withdrawal of required governmental and regulatory approvals, including permitting activities;
|
•
|
changes in the environmental and other governmental regulation that applies to our operations, including federal legislation or regulatory action expanding the types and extent of water resources regulated under federal law and the possibility of further federal or state legislation or regulatory action affecting greenhouse gas emissions 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, particularly when we are exiting our business operations or locations that produced or sold the products to that customer;
|
•
|
any significant reduction in customers’ liquidity or access to credit that they need to purchase our products;
|
•
|
the effectiveness of our risk management strategy;
|
•
|
the effectiveness of the processes we put in place to manage our significant strategic priorities, including the expansion of our Potash business and our investment in MWSPC, and to successfully integrate and grow acquired businesses;
|
•
|
actual costs of various items differing from management’s current estimates, including, among others, asset retirement, environmental remediation, reclamation or other environmental obligations and Canadian resource taxes and royalties, or the costs of MWSPC, its existing or future funding and our commitments in support of such 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, resolution of global tax audit 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;
|
•
|
brine inflows at our Esterhazy, Saskatchewan potash mine as well as potential inflows at our other shaft mines;
|
•
|
accidents or other incidents involving our properties or operations, including potential fires, explosions, seismic events, sinkholes, unsuccessful tailings management or releases of hazardous or volatile chemicals;
|
•
|
terrorism 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;
|
•
|
other disruptions of operations at any of our key production and distribution facilities, particularly when they are operating at high operating rates;
|
•
|
changes in antitrust and competition laws or their enforcement;
|
•
|
actions by the holders of controlling equity interests in businesses in which we hold a noncontrolling interest;
|
•
|
changes in our relationships with other members of Canpotex or any joint venture in which we participate or their or our exit from participation in Canpotex or any such export association or joint venture, and other changes in our commercial arrangements with unrelated third parties;
|
•
|
the adequacy of our property, business interruption and casualty insurance policies to cover potential hazards and risks incident to our business, and our willingness and ability to maintain current levels of insurance coverage as a result of market conditions, our loss experience and other factors;
|
•
|
difficulties in realizing the benefits of our long-term natural gas based pricing ammonia supply agreement with CF Industries, Inc., which will commence in 2017, including the risks that the cost savings initially anticipated from the agreement may not be fully realized over its term 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 Securities and Exchange Commission reports.
|
(in millions US$)
|
As of June 30, 2016
|
|
As of December 31, 2015
|
||||||||||||||||||||
Expected Maturity Date
|
|
Fair Value
|
Expected Maturity Date
|
|
Fair Value
|
||||||||||||||||||
Years ending December 31,
|
|
Year ending December 31,
|
|||||||||||||||||||||
2016
|
|
2017
|
|
2016
|
|
2017
|
|||||||||||||||||
Foreign Currency Exchange Forwards
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Canadian Dollar
|
|
|
|
|
$
|
17.4
|
|
|
|
|
|
|
$
|
(48.4
|
)
|
||||||||
Notional (million US$) - long Canadian dollars
|
$
|
309.1
|
|
|
$
|
141.7
|
|
|
|
|
$
|
668.1
|
|
|
$
|
78.4
|
|
|
|
||||
Weighted Average Rate - Canadian dollar to U.S. dollar
|
1.3428
|
|
|
1.3404
|
|
|
|
|
1.2873
|
|
|
1.3388
|
|
|
|
||||||||
Foreign Currency Exchange Collars
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Canadian Dollar
|
|
|
|
|
$
|
0.1
|
|
|
|
|
|
|
$
|
(3.8
|
)
|
||||||||
Notional (million US$)
|
$
|
42.1
|
|
|
—
|
|
|
|
|
$
|
63.3
|
|
|
—
|
|
|
|
||||||
Weighted Average Participation Rate - Canadian dollar to U.S. dollar
|
1.3574
|
|
|
—
|
|
|
|
|
1.3090
|
|
|
—
|
|
|
|
||||||||
Weighted Average Protection Rate - Canadian dollar to U.S. dollar
|
1.2580
|
|
|
—
|
|
|
|
|
1.2219
|
|
|
—
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign Currency Exchange Non-Deliverable Forwards
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Brazilian Real
|
|
|
|
|
$
|
4.0
|
|
|
|
|
|
|
$
|
(1.3
|
)
|
||||||||
Notional (million US$) - short Brazilian real
|
$
|
234.0
|
|
|
$
|
—
|
|
|
|
|
$
|
211.3
|
|
|
$
|
—
|
|
|
|
||||
Weighted Average Rate - Brazilian real to U.S. dollar
|
3.4126
|
|
|
—
|
|
|
|
|
3.9130
|
|
|
—
|
|
|
|
||||||||
Notional (million US$) - long Brazilian real
|
$
|
57.9
|
|
|
$
|
16.8
|
|
|
|
|
$
|
59.5
|
|
|
$
|
—
|
|
|
|
||||
Weighted Average Rate - Brazilian real to U.S. dollar
|
3.9911
|
|
|
3.8614
|
|
|
|
|
3.6386
|
|
|
—
|
|
|
|
||||||||
Indian Rupee
|
|
|
|
|
$
|
0.3
|
|
|
|
|
|
|
$
|
(0.5
|
)
|
||||||||
Notional (million US$) - short Indian rupee
|
$
|
100.0
|
|
|
$
|
—
|
|
|
|
|
$
|
136.0
|
|
|
$
|
—
|
|
|
|
||||
Weighted Average Rate - Indian rupee to U.S. dollar
|
68.0045
|
|
|
—
|
|
|
|
|
67.0696
|
|
|
—
|
|
|
|
||||||||
Total Fair Value
|
|
|
|
|
$
|
21.8
|
|
|
|
|
|
|
$
|
(54.0
|
)
|
(in millions)
|
As of June 30, 2016
|
|
As of December 31, 2015
|
||||||||||||||||||||
Expected Maturity Date
|
|
|
Expected Maturity Date
|
|
|
||||||||||||||||||
Years ending December 31,
|
|
Years ending December 31,
|
|
||||||||||||||||||||
2016
|
|
2017
|
Fair Value
|
2016
|
|
2017
|
Fair Value
|
||||||||||||||||
Natural Gas Swaps
|
|
|
|
|
$
|
(2.7
|
)
|
|
|
|
|
|
$
|
(16.3
|
)
|
||||||||
Notional (million MMBtu) - long
|
10.0
|
|
|
8.9
|
|
|
|
|
23.5
|
|
|
8.9
|
|
|
|
||||||||
Weighted Average Rate (US$/MMBtu)
|
$
|
2.83
|
|
|
$
|
2.82
|
|
|
|
|
$
|
2.76
|
|
|
$
|
2.75
|
|
|
|
||||
Total Fair Value
|
|
|
|
|
$
|
(2.7
|
)
|
|
|
|
|
|
$
|
(16.3
|
)
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
(b)
|
Changes in Internal Control Over Financial Reporting
|
•
|
Nutrient Discharges into the Gulf of Mexico and Mississippi River Basin.
On March 13, 2012, the Gulf Restoration Network, the Missouri Coalition for the Environment, the Iowa Environmental Council, the Tennessee Clean Water Network, the Minnesota Center for Environmental Advocacy, Sierra Club, the Waterkeeper Alliance, Inc., the Prairie Rivers Network, the Kentucky Waterways Alliance, the Environmental Law & Policy Center and the Natural Resources Defense Council, Inc. brought a lawsuit in the U.S. District Court for the Eastern District of Louisiana (the "
Louisiana District Court
") against EPA, seeking to require it to establish numeric nutrient criteria for nitrogen and phosphorous in the Mississippi River basin. In July 2011, EPA had denied the plaintiffs’ July 2008 petition seeking such standards. On May 30, 2012, the Louisiana District Court granted our motion to intervene in this lawsuit.
|
|
THE MOSAIC COMPANY
|
||
|
|
|
|
|
by:
|
|
/S/ RICHARD L. MACK
|
|
|
|
Richard L. Mack
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(on behalf of the registrant and as principal accounting officer)
|
Exhibit Index
|
||||||
Exhibit No
|
|
Description
|
|
Incorporated Herein by Reference to
|
|
Filed with Electronic Submission
|
3.i
|
|
Restated Certificate of Incorporation, effective May 19, 2016
|
|
Exhibit 3.i to Current Report on Form 8-K of Mosaic dated May 19, 2016 and filed on May 23, 2016
|
|
|
|
|
|
|
|
|
|
3.ii
|
|
Amended and Restated Bylaws, effective May 19, 2016
|
|
Exhibit 3.ii to Current Report on Form 8-K of Mosaic dated May 19, 2016 and filed on May 23, 2016
|
|
|
|
|
|
|
|
|
|
10.iii.c.i
|
|
Description of Modification, approved March 3, 2016, to Mosaic Management Incentive Program
|
|
|
|
X
|
|
|
|
|
|
|
|
10.iii.kk
|
|
Form of Director Restricted Stock Unit Award Agreement under The Mosaic Company 2014 Stock and Incentive Plan, approved May 19, 2016
|
|
|
|
X
|
|
|
|
|
|
|
|
10.v.i
|
|
Description of Modifications to Consent Decree dated September 30, 2015 among the United States of America, the Florida Department of Environmental Protection, Mosaic Fertilizer, LLC and The Mosaic Company, filed as Exhibit 10.1 to the Current Report on Form 8-K of Mosaic dated September 30, 2015 and filed on October 6, 2015
|
|
|
|
X
|
|
|
|
|
|
|
|
10.v.ii
|
|
Description of Modifications to Consent Decree dated September 30, 2015 among the United States of America, the Louisiana Department of Environmental Quality, Mosaic Fertilizer, LLC and The Mosaic Company, filed as Exhibit 10.2 to the Current Report on Form 8-K of Mosaic dated September 30, 2015 and filed on October 6, 2015
|
|
|
|
X
|
|
|
|
|
|
|
|
31.1
|
|
Certification Required by Rule 13a-14(a).
|
|
|
|
X
|
|
|
|
|
|
|
|
31.2
|
|
Certification Required by Rule 13a-14(a).
|
|
|
|
X
|
|
|
|
|
|
|
|
32.1
|
|
Certification Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
|
|
|
|
X
|
|
|
|
|
|
|
|
32.2
|
|
Certification Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
|
|
|
|
X
|
|
|
|
|
|
|
|
95
|
|
Mine Safety Disclosures
|
|
|
|
X
|
|
|
|
|
|
|
|
101
|
|
Interactive Data Files
|
|
|
|
X
|
1.
|
Correction of typographical, grammatical, or formatting errors;
|
2.
|
Correction of cross-references to other parts of the Consent Decree or to cited regulations;
|
3.
|
Assuring the use of consistent terms of art, definitions, or references;
|
4.
|
Revisions to account for the passage of time between lodging and prospective entry, with respect to a few, minor events or activities that have occurred in the interim;
|
5.
|
Clarifications to language, which in a few instances appeared to be arguably ambiguous and warranted re-wording to avoid any future confusion about the agreed intent of the parties; and
|
6.
|
Revisions deemed necessary by the United States to conform to language currently being adopted in other cases in its national enforcement initiative.
|
1.
|
Correction of typographical, grammatical, or formatting errors;
|
2.
|
Correction of cross-references to other parts of the Consent Decree or to cited regulations;
|
3.
|
Assuring the use of consistent terms of art, definitions, or references;
|
4.
|
Revisions to account for the passage of time between lodging and prospective entry, with respect to a few, minor events or activities that occurred in the interim;
|
5.
|
Clarifications to language, which in a few instances appeared to be arguably ambiguous and warranted re-wording to avoid any future confusion about the agreed intent of the parties; and
|
6.
|
Revisions deemed necessary by the United States to conform to language currently being adopted in other cases in its national enforcement initiative.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of The Mosaic Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 2, 2016
|
|
/s/ James "Joc" C. O'Rourke
|
James "Joc" C. O'Rourke
|
Chief Executive Officer and President
|
The Mosaic Company
|
1.
|
I have reviewed this quarterly report on Form 10-Q of The Mosaic Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 2, 2016
|
|
/s/
Richard L. Mack
|
Richard L. Mack
|
Executive Vice President and Chief Financial Officer
|
The Mosaic Company
|
August 2, 2016
|
|
/s/ James "Joc" C. O'Rourke
|
James "Joc" C. O'Rourke
|
Chief Executive Officer and President
|
The Mosaic Company
|
|
August 2, 2016
|
|
/s/
Richard L. Mack
|
Richard L. Mack
|
Executive Vice President and Chief Financial Officer
|
The Mosaic Company
|
|
|
|
|
Potash Mine
|
|
Florida Phosphate Rock Mines
|
||||||||||||||||
Three Months Ended June 30, 2016
|
|
Carlsbad,
New Mexico
|
|
Four Corners
|
|
South Fort Meade
|
|
Wingate
|
|
South Pasture
|
||||||||||||
|
Section 104 citations for violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard (#)
|
|
7
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Section 104(b) orders (#)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Section 104(d) citations and orders (#)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Section 110(b)(2) violations (#)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Section 107(a) orders (#)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Proposed assessments under MSHA (whole dollars)
|
|
$
|
7,397
|
|
|
$
|
7,409
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
600
|
|
|
|
Mining-related fatalities (#)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Section 104(e) notice
|
|
No
|
|
|
No
|
|
|
No
|
|
|
No
|
|
|
No
|
|
||||||
|
Notice of the potential for a pattern of violations under Section 104(e)
|
|
No
|
|
|
No
|
|
|
No
|
|
|
No
|
|
|
No
|
|
||||||
|
Legal actions before the Federal Mine Safety and Health Review Commission (“FMSHRC”) initiated (#)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Legal actions before the FMSHRC resolved (#)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Legal actions pending before the FMSHRC, end of period:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
Contests of citations and orders referenced in Subpart B of 29 CFR Part 2700 (#)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Contests of proposed penalties referenced in Subpart C of 29 CFR Part 2700 (#)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Complaints for compensation referenced in Subpart D of 29 CFR Part 2700 (#)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Complaints of discharge, discrimination or interference referenced in Subpart E of 29 CFR Part 2700 (#)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Applications for temporary relief referenced in Subpart F of 29 CFR Part 2700 (#)
|
|
—
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—
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—
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—
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—
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|||||
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Appeals of judges’ decisions or orders referenced in Subpart H of 29 CFR Part 2700 (#)
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—
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—
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—
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—
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—
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|||||
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Total pending legal actions (#)
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—
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—
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—
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—
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—
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