10-Q

Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________
FORM 10-Q  
_______________________________________________________________________
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 001-32327  
_______________________________________________________________________
The Mosaic Company
(Exact name of registrant as specified in its charter)  
_______________________________________________________________________
 
Delaware
20-1026454
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3033 Campus Drive
Suite E490
Plymouth, Minnesota 55441
(800) 918-8270
(Address and zip code of principal executive offices and registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)  
_______________________________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x     No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):    Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 335,339,022 shares of Common Stock and 17,176,046 shares of Class A Common Stock and 0 shares of Class B Common Stock as of October 29, 2015.
 



Table of Contents

Table of Contents
 
 
 
 
 
 
PART I.
FINANCIAL INFORMATION
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
Item 3.
 
Item 4.
 
 
 
 
PART II.
OTHER INFORMATION
 
 
Item 1.
 
Item 2.
 
Item 4.
 
Item 6.
 
 



Table of Contents

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE MOSAIC COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In millions, except per share amounts)
(Unaudited)
 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2015
 
2014
 
2015
 
2014
Net sales
$
2,105.5

 
$
2,250.7

 
$
6,732.1

 
$
6,677.2

Cost of goods sold
1,770.2

 
1,836.0

 
5,369.7

 
5,329.7

Gross margin
335.3

 
414.7

 
1,362.4

 
1,347.5

Selling, general and administrative expenses
76.6

 
83.9

 
266.3

 
291.3

Gain on assets sold and to be sold
—

 
(31.7
)
 
—

 
(26.1
)
Carlsbad restructuring expense
—

 
67.0

 
—

 
67.0

Other operating expense
12.7

 
18.2

 
21.6

 
68.1

Operating earnings
246.0

 
277.3

 
1,074.5

 
947.2

Gain (loss) in value of share repurchase agreement
—

 
5.3

 
—

 
(60.2
)
Interest expense, net
(24.2
)
 
(25.2
)
 
(79.0
)
 
(76.6
)
Foreign currency transaction (loss) gain
(48.6
)
 
27.1

 
(19.4
)
 
31.8

Other (expense) income
(1.1
)
 
0.1

 
(14.5
)
 
(6.1
)
Earnings from consolidated companies before income taxes
172.1

 
284.6

 
961.6

 
836.1

Provision for income taxes
10.1

 
77.6

 
113.4

 
157.7

Earnings from consolidated companies
162.0

 
207.0

 
848.2

 
678.4

Equity in net earnings of nonconsolidated companies
(1.3
)
 
(4.1
)
 
(1.9
)
 
(9.6
)
Net earnings including noncontrolling interests
160.7

 
202.9

 
846.3

 
668.8

Less: Net earnings attributable to noncontrolling interests
0.7

 
1.0

 
0.9

 
0.9

Net earnings attributable to Mosaic
$
160.0

 
$
201.9

 
$
845.4

 
$
667.9

Basic net earnings per share attributable to Mosaic
$
0.45

 
$
0.54

 
$
2.35

 
$
1.73

Diluted net earnings per share attributable to Mosaic
$
0.45

 
$
0.54

 
$
2.33

 
$
1.72

Basic weighted average number of shares outstanding
354.3

 
374.0

 
360.5

 
375.5

Diluted weighted average number of shares outstanding
356.0

 
375.9

 
362.3

 
377.0


See Notes to Condensed Consolidated Financial Statements
1



Table of Contents

THE MOSAIC COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)
 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2015
 
2014
 
2015
 
2014
Net earnings including noncontrolling interest
$
160.7

 
$
202.9

 
$
846.3

 
$
668.8

Other comprehensive income (loss), net of tax
 
 
 
 
 
 
 
Foreign currency translation, net of tax
(509.3
)
 
(353.8
)
 
(985.7
)
 
(340.9
)
Net actuarial gain (loss) and prior service cost, net of tax
(1.6
)
 
1.1

 
3.6

 
4.0

Amortization of loss on interest rate swap, net of tax
0.7

 
7.7

 
2.0

 
9.0

Other comprehensive income (loss)
(510.2
)
 
(345.0
)
 
(980.1
)
 
(327.9
)
Comprehensive income (loss)
(349.5
)
 
(142.1
)
 
(133.8
)
 
340.9

Less: Comprehensive income (loss) attributable to noncontrolling interest
(2.2
)
 
(0.7
)
 
(4.2
)
 
0.1

Comprehensive income (loss) attributable to Mosaic
$
(347.3
)
 
$
(141.4
)
 
$
(129.6
)
 
$
340.8



See Notes to Condensed Consolidated Financial Statements
2



Table of Contents

THE MOSAIC COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except per share amounts)
(Unaudited)
 
 
September 30,
2015
 
December 31,
2014
 
 
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
$
1,284.9

 
$
2,374.6

 
Receivables, net
675.1

 
754.4

 
Inventories
1,549.5

 
1,718.3

 
Deferred income taxes
175.0

 
148.7

 
Other current assets
578.5

 
368.2

 
Total current assets
4,263.0

 
5,364.2

 
Property, plant and equipment, net of accumulated depreciation of $4,940.8 million and $4,633.4 million, respectively
8,734.0

 
9,313.9

 
Investments in nonconsolidated companies
876.1

 
849.8

 
Goodwill
1,625.0

 
1,806.5

 
Deferred income taxes
423.6

 
394.4

 
Other assets (including cash set aside to fund RCRA)
1,196.2

 
554.2

 
Total assets
$
17,117.9

 
$
18,283.0

 
Liabilities and Equity
 
 
 
 
Current liabilities:
 
 
 
 
Short-term debt
$
18.0

 
$
13.5

 
Current maturities of long-term debt
42.2

 
41.0

 
Structured accounts payable arrangements
257.9

 
237.7

 
Accounts payable
657.0

 
559.6

 
Accrued liabilities
896.3

 
726.1

 
Deferred income taxes
—

 
3.7

 
Accrued income taxes
0.1

 
18.8

 
Total current liabilities
1,871.5

 
1,600.4

 
Long-term debt, less current maturities
3,738.1

 
3,778.0

 
Deferred income taxes
895.3

 
984.0

 
Other noncurrent liabilities
986.0

 
1,200.0

 
Equity:
 
 
 
 
Preferred Stock, $0.01 par value, 15,000,000 shares authorized, none issued and outstanding as of September 30, 2015 and December 31, 2014
—

 
—

 
Class A Common Stock, $0.01 par value, 194,203,987 shares authorized, 17,176,046 shares issued and outstanding as of September 30, 2015 and December 31, 2014
0.2

 
0.2

 
Class B Common Stock, $0.01 par value, 87,008,602 shares authorized, none issued and outstanding as of September 30, 2015 and December 31, 2014
—

 
—

 
Common Stock, $0.01 par value, 1,000,000,000 shares authorized, 370,498,658 shares issued and 335,316,367 shares outstanding as of September 30, 2015, 369,987,783 shares issued and 350,364,236 shares outstanding as of December 31, 2014
3.4

 
3.5

 
Capital in excess of par value
0.9

 
4.2

 
Retained earnings
11,058.5

 
11,168.9

 
Accumulated other comprehensive income (loss)
(1,448.7
)
 
(473.7
)
 
Total Mosaic stockholders' equity
9,614.3

 
10,703.1

 
Noncontrolling interests
12.7

 
17.5

 
Total equity
9,627.0

 
10,720.6

 
Total liabilities and equity
$
17,117.9

 
$
18,283.0


See Notes to Condensed Consolidated Financial Statements
3



Table of Contents

THE MOSAIC COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
 
 
Nine months ended
 
September 30,
2015
 
September 30,
2014
 
 
Cash Flows from Operating Activities:
 
 
 
 
Net earnings including noncontrolling interests
$
846.3

 
$
668.8

 
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:
 
 
 
 
Depreciation, depletion and amortization
554.8

 
558.2

 
Deferred income taxes
(55.2
)
 
(97.4
)
 
Equity in net earnings of nonconsolidated companies, net of dividends
26.7

 
11.1

 
Accretion expense for asset retirement obligations
23.7

 
29.8

 
Share-based compensation expense
35.9

 
49.2

 
Amortization of acquired inventory
—

 
39.7

 
Change in value of share repurchase agreement
—

 
60.2

 
(Gain) on assets sold and to be sold
—

 
(26.1
)
 
Carlsbad restructuring expense
—

 
67.0

 
Unrealized (gain) loss on derivatives
26.6

 
(5.3
)
 
Loss on sale of fixed assets
18.2

 
8.2

 
Other
20.6

 
3.5

 
Changes in assets and liabilities, excluding effects of acquisition:
 
 
 
 
Receivables, net
(59.1
)
 
(64.0
)
 
Inventories
(42.8
)
 
38.3

 
Other current and noncurrent assets
(233.5
)
 
216.7

 
Accounts payable
377.6

 
140.2

 
Accrued liabilities and income taxes
(8.8
)
 
67.8

 
Other noncurrent liabilities
(10.3
)
 
13.9

 
Net cash provided by operating activities
1,520.7

 
1,779.8

 
Cash Flows from Investing Activities:
 
 
 
 
Capital expenditures
(702.2
)
 
(677.3
)
 
Proceeds from sale of business
—

 
55.0

 
Restricted cash (as discussed in Note 10)
(630.0
)
 
—

 
Acquisition of business
—

 
(1,375.8
)
 
Proceeds from adjustment to acquisition of business
47.9

 
—

 
Investments in nonconsolidated companies
(125.0
)
 
(152.0
)
 
Return of investment from nonconsolidated companies
54.4

 
—

 
Other
6.0

 
(2.6
)
 
Net cash used in investing activities
(1,348.9
)
 
(2,152.7
)
 
Cash Flows from Financing Activities:
 
 
 
 
Payments of short-term debt
(297.0
)
 
(219.4
)
 
Proceeds from issuance of short-term debt
302.5

 
186.0

 
Payments of structured accounts payable arrangements
(311.4
)
 
(120.9
)
 
Proceeds from structured accounts payable arrangements
329.8

 
253.0

 
Payments of long-term debt
(58.4
)
 
(1.5
)
 
Proceeds from issuance of long-term debt
5.9

 
807.2

 
Proceeds from stock option exercises
5.3

 
2.3

 
Repurchases of stock
(709.4
)
 
(2,507.7
)
 
Cash dividends paid
(287.8
)
 
(288.6
)
 
Other
(8.3
)
 
0.2

 
Net cash used in financing activities
(1,028.8
)
 
(1,889.4
)
 
Effect of exchange rate changes on cash
(232.7
)
 
(60.2
)
 
Net change in cash and cash equivalents
(1,089.7
)
 
(2,322.5
)
 
Cash and cash equivalents - December 31
2,374.6

 
5,293.1

 
Cash and cash equivalents - September 30
$
1,284.9

 
$
2,970.6


See Notes to Condensed Consolidated Financial Statements
4



Table of Contents

THE MOSAIC COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In millions)
(Unaudited)
 
 
Nine months ended
 
September 30,
2015
 
September 30,
2014
 
 
Supplemental Disclosure of Cash Flow Information:
 
 
 
 
Cash paid during the period for:
 
 
 
 
Interest (net of amount capitalized of $25.9 and $27.8 for the nine months ended September 30, 2015 and 2014, respectively)
$
68.1

 
$
59.0

 
Income taxes (net of refunds)
186.5

 
38.7



See Notes to Condensed Consolidated Financial Statements
5



Table of Contents

THE MOSAIC COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In millions, except per share amounts)
(Unaudited)
 
 
 
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, 2013
425.9

 
$
4.3

 
$
1.6

 
$
11,182.1

 
$
114.3

 
$
18.3

 
$
11,320.6

Total comprehensive income (loss)
—

 
—

 
—

 
1,028.6

 
(588.0
)
 
(0.2
)
 
440.4

Stock option exercises
0.7

 
—

 
6.7

 
—

 
—

 
—

 
6.7

Amortization of stock based compensation
—

 
—

 
54.3

 
—

 
—

 
—

 
54.3

Forward contract and other repurchases of stock
(59.1
)
 
(0.6
)
 
(60.4
)
 
(659.3
)
 
—

 
—

 
(720.3
)
Dividends ($1.00 per share)
—

 
—

 
—

 
(382.5
)
 
—

 
—

 
(382.5
)
Dividends for noncontrolling interests
—

 
—

 
—

 
—

 
—

 
(0.6
)
 
(0.6
)
Tax benefit related to share based compensation
—

 
—

 
2.0

 
—

 
—

 
—

 
2.0

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)
—

 
—

 
—

 
845.4

 
(975.0
)
 
(4.2
)
 
(133.8
)
Stock option exercises
0.6

 
—

 
5.3

 
—

 
—

 
—

 
5.3

Amortization of stock based compensation
—

 
—

 
29.3

 
—

 
—

 
—

 
29.3

Repurchases of stock
(15.6
)
 
(0.1
)
 
(30.2
)
 
(668.0
)
 
—

 
—

 
(698.3
)
Dividends ($0.80 per share)
—

 
—

 
—

 
(287.8
)
 
—

 
—

 
(287.8
)
Dividends for noncontrolling interests
—

 
—

 
—

 
—

 
—

 
(0.6
)
 
(0.6
)
Tax shortfall related to share based compensation
—

 
—

 
(7.7
)
 
—

 
—

 
—

 
(7.7
)
Balance as of September 30, 2015
352.5

 
$
3.6

 
$
0.9

 
$
11,058.5

 
$
(1,448.7
)
 
$
12.7

 
$
9,627.0



See Notes to Condensed Consolidated Financial Statements
6



Table of Contents

THE MOSAIC COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tables in millions, except per share amounts and as otherwise designated)
(Unaudited)
1. Organization and Nature of Business
The Mosaic Company ("Mosaic", and, with its consolidated subsidiaries, "we", "us", "our", or the "Company") produces and markets concentrated phosphate and potash crop nutrients. We conduct our business through wholly and majority owned subsidiaries as well as businesses in which we own less than a majority or a noncontrolling interest, including consolidated variable interest entities and investments accounted for by the equity method.
On March 15, 2015, we announced the realignment of our business segments (the "Realignment") to more clearly reflect our evolving business model. Our international distribution activities, which had previously been reported in our Phosphates business segment, were moved into a separate International Distribution segment.
After the Realignment, we are organized into the following business segments:
•
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 Wa'ad Al Shamal Phosphate Company (the "Wa'ad Al Shamal Joint Venture") to develop, own and operate integrated phosphate production facilities in the Kingdom of Saudi Arabia. Once operational, we will market approximately 25% of the Wa'ad Al Shamal Joint Venture 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.
Intersegment eliminations, mark-to-market gains/losses on derivatives that had previously been reported in our Phosphates and Potash business segments prior to the Realignment, debt expenses and our legacy Argentina and Chile results are included within Corporate, Eliminations and Other.
See Note 14 of our Condensed Consolidated Financial Statements in this report for segment results, recast to reflect the Realignment. The recasting of previously issued financial information does not represent a restatement of previously issued financial statements, and did not change our previously reported consolidated results of operations.
2. Share Repurchases
As previously reported, during the nine months ended September 30, 2014, we repurchased all 21,647,007 Class A Shares, Series A-3, and 21,647,008 Class A Shares, Series A-2, held by two former stockholders (the "MAC Trusts") of Cargill, Incorporated ("Cargill") for an aggregate of $2.0 billion under a share repurchase agreement we entered into in December 2013 with the MAC Trusts (the "MAC Trusts Share Repurchase Agreement"). Of the Class A Shares, Series A-2, 6,184,863 were repurchased during the three months ended September 30, 2014 for an aggregate of approximately $300 million. The MAC Trusts no longer own any Class A Shares.
In February 2014, we entered into share repurchase agreements with certain Cargill family member trusts (the "Family Trusts Share Repurchase Agreements" and together with the MAC Trusts Share Repurchase Agreement, the "Share Repurchase Agreements") to purchase an aggregate of approximately 8.2 million Class A Shares for an aggregate purchase price of approximately $387.3 million.


7
 
 
 
 
 
 
 
 
 
THE MOSAIC COMPANY
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The Share Repurchase Agreements were accounted for as forward contracts with an initial liability established at fair value based on the average of the weighted average trading price for each of the preceding 20 trading days and a corresponding reduction of equity. The contracts were subsequently remeasured at the present value of the amount to be paid at settlement with the difference being recognized in the consolidated statement of earnings. The Class A shares that remained to be repurchased were excluded from calculating basic and diluted earnings per share ("EPS"). Any amounts, including contractual (accumulated) dividends and participation rights in undistributed earnings, attributable to shares that remained to be repurchased that had not yet been recognized in the consolidated statement of earnings were deducted in computing income available to common shareholders, consistent with the two-class method. See the calculation of EPS in Note 6 of our Condensed Consolidated Financial Statements.
In February of 2014, our Board of Directors authorized a $1 billion share repurchase program ("2014 Repurchase Program"), allowing the Company to repurchase Class A Shares or shares of our Common Stock ("Common Stock"), through direct buybacks or in open market transactions. This authorization included the Family Trusts Share Repurchase Agreements described above and was in addition to the MAC Trusts Share Repurchase Agreement also described above. During the nine months ended September 30, 2015, under the 2014 Repurchase Program, 2,560,277 shares of Common Stock were repurchased in the open market for an aggregate of approximately $123.3 million, bringing the total shares of Common Stock repurchased under this program to 18,339,060 shares.
On May 14, 2015, our Board of Directors authorized a new $1.5 billion share repurchase program ("2015 Repurchase Program"), allowing the Company to repurchase Class A Shares or shares of our Common Stock, through open market purchases, accelerated share repurchase arrangements, privately negotiated transactions or otherwise. 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 authorized under the 2014 Repurchase Program was terminated.
In May 2015, as an initial repurchase under the 2015 Repurchase Program, we entered into an accelerated share repurchase transaction ("ASR") to repurchase shares of our Common Stock for a payment of $500 million. In connection with the ASR, we received an initial delivery of 8,333,333 shares of Common Stock. These shares were accounted for as a reduction to shareholders' equity in our Condensed Consolidated Balance Sheet. The total number of shares of our Common Stock ultimately repurchased under the ASR, and therefore the average price paid per share, were determined at the end of the purchase period based on the volume-weighted average price of our Common Stock during that period, less an agreed discount. We received an additional 2,773,514 shares upon closing of the transaction on July 28, 2015. The final average price per share under the ASR was $45.02. From May 2015 through settlement in July 2015, the ASR was not dilutive to our earnings per share calculation. The unsettled portion of the ASR during that period met the criteria to be accounted for as a forward contract indexed to our Common Stock and qualified as an equity transaction, and did not trigger the two-class earnings per share methodology.
During the three months ended September 30, 2015, we also repurchased 1,891,620 shares of Common Stock in the open market under the 2015 Repurchase Program for approximately $74.9 million, bringing the total shares repurchased under the 2015 Repurchase Program to 12,998,467 shares (including the 2,773,514 shares received upon closing of the ASR). As of September 30, 2015, we have approximately $925.1 million remaining under this program.
3. Summary of Significant Accounting Policies
Statement Presentation and Basis of Consolidation
The accompanying unaudited Condensed Consolidated Financial Statements of Mosaic have been prepared on the accrual basis of accounting and in accordance with the requirements of the Securities and Exchange Commission ("SEC") for interim financial reporting. As permitted under these rules, certain footnotes and other financial information that are normally required by accounting principles generally accepted in the United States ("U.S. GAAP") can be condensed or omitted. The Condensed Consolidated Financial Statements included in this document reflect, in the opinion of our management, all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the results for the interim periods presented. The following notes should be read in conjunction with the accounting policies and other disclosures in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC for the calendar year ended December 31, 2014 (the "10-K Report"). Sales, expenses, cash flows, assets and


8
 
 
 
 
 
 
 
 
 
THE MOSAIC COMPANY
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

liabilities can and do vary during the year as a result of seasonality and other factors. Therefore, interim results are not necessarily indicative of the results to be expected for the full fiscal year.
The accompanying Condensed Consolidated Financial Statements include the accounts of Mosaic and its majority owned subsidiaries. Certain investments in companies where we do not have control but have the ability to exercise significant influence are accounted for by the equity method.
Accounting Estimates
Preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting periods. The most significant estimates made by management relate to the estimates of fair value of acquired assets and liabilities, the recoverability of non-current assets including goodwill, the useful lives and net realizable values of long-lived assets, environmental and reclamation liabilities including asset retirement obligations ("ARO"), the costs of our employee benefit obligations for pension plans and postretirement benefits, income tax related accounts, including the valuation allowance against deferred income tax assets, inventory valuation and accruals for pending legal and environmental matters. Actual results could differ from these estimates.
Structured Accounts Payable Arrangements
In Brazil, we finance some of our potash-based fertilizer and other raw material product purchases through third-party financing arrangements. These arrangements provide that the third-party intermediary advance the amount of the scheduled payment to the vendor, less an appropriate discount, at a scheduled payment date and Mosaic makes payment to the third-party intermediary at a later date, stipulated in accordance with the commercial terms negotiated. At September 30, 2015 and December 31, 2014, these structured accounts payable arrangements were $257.9 million and $237.7 million, respectively.
We have corrected the presentation of certain previously-reported balances related to the structured accounts payable arrangements in the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows. The error resulted in an overstatement of net cash provided by operating activities and a corresponding overstatement of net cash used in financing activities of $132.1 million for the nine months ended September 30, 2014. For the six months ended June 30, 2015, the error resulted in an understatement of net cash provided by operating activities of $98.1 million and a corresponding understatement of net cash used in financing activities. The error resulted in a $237.7 million overstatement of our accounts payable amounts as of December 31, 2014, which is now separately disclosed as structured accounts payable arrangements in the accompanying Condensed Consolidated Balance Sheets. We evaluated the effects of these errors in the previously issued consolidated financial statements for both the prior annual periods and interim periods of the current and prior years and concluded, based on the relevant quantitative and qualitative factors that the errors were not material, individually or in the aggregate, in relation to the consolidated financial statements taken as a whole.
4. Recently Issued Accounting Guidance
Recently Adopted Accounting Pronouncements
In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360):  Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity", which changes the criteria for reporting a discontinued operation.  Under this standard, a disposal of part of an organization that has a major effect on its operations and financial results is a discontinued operation.  This guidance became effective prospectively for us beginning January 1, 2015, with earlier application permitted, but only for disposals (or classifications as held for sale) that have not been reported previously.  This guidance did not have a material impact on our results of operations or financial position.


9
 
 
 
 
 
 
 
 
 
THE MOSAIC COMPANY
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Pronouncements Issued But Not Yet Adopted
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which requires revenue to be recognized based on the amount an entity is expected to be entitled to for promised goods or services provided to customers. The standard also requires expanded disclosures regarding contracts with customers. The guidance in this standard supersedes the revenue recognition requirements in Topic 605, "Revenue Recognition", and most industry-specific guidance. This guidance was initially expected to be effective for us beginning January 1, 2017, and provides for either full retrospective adoption or a modified retrospective adoption by which the cumulative effect of the change is recognized in retained earnings at the date of initial application. In July 2015, the FASB approved the deferral of the effective date of this standard by one year, and allows for adoption either at January 1, 2017 or January 1, 2018. We are currently evaluating the requirements of this standard, and have not yet determined the impact on our results of operations or financial position. Additionally, we have not yet determined which adoption method we will use or the date of implementation.
5. Other Financial Statement Data
The following provides additional information concerning selected balance sheet accounts:
 
(in millions)
September 30,
2015
 
December 31,
2014
 
 
Other current assets 
 
 
 
 
Final price deferred(a)
$
232.6

 
$
49.9

 
Income and other taxes receivable
185.2

 
201.9

 
Prepaid expenses
70.9

 
63.8

 
Other
89.8

 
52.6

 
 
$
578.5

 
$
368.2

 
 
 
 
 
 
Other assets
 
 
 
 
MRO inventory
118.0

 
115.0

 
Restricted cash(b)
851.6

 
215.2

 
Other
226.6

 
224.0

 
 
$
1,196.2

 
$
554.2

 
 
 
 
 
 
Accrued liabilities
 
 
 
 
Non-income taxes
$
35.8

 
$
29.9

 
Payroll and employee benefits
171.7

 
172.8

 
Asset retirement obligations
104.3

 
87.9

 
Customer prepayments
125.3

 
101.6

 
Other
459.2

 
333.9

 
 
$
896.3

 
$
726.1

 
 
 
 
 
 
Other noncurrent liabilities
 
 
 
 
Asset retirement obligations
$
715.9

 
$
771.6

 
Accrued pension and postretirement benefits
66.0

 
77.6

 
Unrecognized tax benefits
77.8

 
89.2

 
Other
126.3

 
261.6

 
 
$
986.0

 
$
1,200.0



10
 
 
 
 
 
 
 
 
 
THE MOSAIC COMPANY
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(a) Final price deferred is product that has shipped to customers, but the price has not yet been agreed upon. This has not been included in inventory as risk of loss has passed to our customers. Amounts in this account are based on inventory cost.
(b) Included in restricted cash, as of September 30, 2015, is $630 million that is committed to be placed in trust following the effectiveness of the consent decrees discussed under "EPA RCRA Initiative" in Note 10 of our Notes to Condensed Consolidated Financial Statements, as financial assurance to support certain estimated future asset retirement obligations.

6. Earnings Per Share
For the three and nine months ended September 30, 2015, the numerator for basic and diluted earnings per share ("EPS") is net earnings attributable to Mosaic. The denominator for basic EPS is the weighted average number of shares outstanding during the period. The denominator for diluted EPS also includes the weighted average number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued, unless the shares are anti-dilutive.
For the three and nine months ended September 30, 2014, we used the two-class method to compute basic and diluted EPS. Earnings for the period were allocated pro-rata between the common stockholders and the participating securities. During the period, our only participating securities related to the Share Repurchase Agreements. Share repurchases under these agreements were completed during the third quarter of 2014. The numerator for basic and diluted EPS is net earnings for common stockholders. The denominator for basic EPS is the weighted-average number of shares outstanding during the period, excluding the effects of shares subject to forward contracts. The denominator for diluted EPS also includes the weighted average number of additional shares of common stock that would have been outstanding if the dilutive potential shares of common stock had been issued, unless the shares are anti-dilutive, and excludes the effects of shares subject to forward contracts.
The following is a reconciliation of the numerator and denominator for the basic and diluted EPS computations:
 
Three months ended
 
Nine months ended
September 30,
 
September 30,
2015
 
2014
 
2015
 
2014
Net earnings attributable to Mosaic
$
160.0

 
$
201.9

 
$
845.4

 
$
667.9

Undistributed earnings attributable to participating securities
—

 
(0.5
)
 
—

 
(19.2
)
Numerator for basic and diluted earnings available to common stockholders
$
160.0

 
$
201.4

 
$
845.4

 
$
648.7

Basic weighted average number of shares outstanding
354.3

 
375.0

 
360.5

 
386.6

Shares subject to forward contract
—

 
(1.0
)
 
—

 
(11.1
)
Basic weighted average number of shares outstanding attributable to common stockholders
354.3

 
374.0

 
360.5

 
375.5

Dilutive impact of share-based awards
1.7

 
1.9

 
1.8

 
1.5

Diluted weighted average number of shares outstanding
356.0

 
375.9

 
362.3

 
377.0

Basic net earnings per share
$
0.45

 
$
0.54

 
$
2.35

 
$
1.73

Diluted net earnings per share
$
0.45

 
$
0.54

 
$
2.33

 
$
1.72

A total of 1.6 million and 1.3 million shares of Common Stock subject to issuance upon exercise of stock options for the three and nine months ended September 30, 2015 and 1.3 million shares for the three and nine months ended September 30, 2014, respectively, have been excluded from the calculation of diluted EPS as the effect would have been anti-dilutive.
7. Income Taxes
During the nine months ended September 30, 2015, gross unrecognized tax benefits decreased by $2.7 million to $97.9 million. If recognized, approximately $90.0 million of the $97.9 million in unrecognized tax benefits would affect our effective tax rate and net earnings in future periods. 
It is reasonably possible that the amount of unrecognized tax benefits will decrease in the next twelve months by approximately $30 million to $80 million due to the expected resolution of audit activity.
We recognize interest and penalties related to unrecognized tax benefits as a component of our income tax provision. We had accrued interest and penalties totaling $16.5 million and $20.0 million as of September 30, 2015 and December 31, 2014, respectively, that were included in other noncurrent liabilities in the Condensed Consolidated Balance Sheets.


11
 
 
 
 
 
 
 
 
 
THE MOSAIC COMPANY
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

For the nine months ended September 30, 2015, tax expense specific to the period included a benefit of $40.5 million, which included a benefit of $18.4 million related to the resolution of certain state tax matters, a benefit of $14.6 million primarily related to changes in estimates associated with an Advanced Pricing Agreement, which is a tax treaty-based process, and a reduction in the tax rate change for one of our equity method investments, resulting in a benefit of $7.5 million.
For the three months ended September 30, 2014, tax expense specific to the period included a benefit of $28.8 million, which is primarily related to the $67.0 million pre-tax charges resulting from the decision to permanently discontinue production of muriate of potash ("MOP") at our Carlsbad, New Mexico facility. For the nine months ended September 30, 2014, we recorded tax benefits specific to the period of $104.8 million, which primarily related to the planned disposal of our distribution business in Argentina, changes in estimates related to the filing of the December 31, 2013 tax returns for certain non-U.S. subsidiaries, and the pre-tax charges at our Carlsbad, New Mexico facility previously noted.
8. Inventories
Inventories consist of the following:
 
 
September 30,
2015
 
December 31,
2014
 
 
Raw materials
$
61.5

 
$
114.6

 
Work in process
443.8

 
505.1

 
Finished goods
974.4

 
1,025.5

 
Operating materials and supplies
69.8

 
73.1

 
 
$
1,549.5

 
$
1,718.3

9. Goodwill
The changes in the carrying amount of goodwill, by reporting unit, are as follows:
 
Phosphates
 
Potash
 
International Distribution
 
Total
Balance as of December 31, 2014
$
648.4

 
$
1,158.1

 
$
—

 
$
1,806.5

Foreign currency translation
—

 
(143.1
)
 
(16.5
)
 
(159.6
)
Allocation of goodwill due to Realignment
(156.0
)
 
—

 
156.0

 
—

Adjustment to goodwill acquired in ADM acquisition
—

 
—

 
(21.9
)
 
(21.9
)
Balance as of September 30, 2015
$
492.4

 
$
1,015.0

 
$
117.6

 
$
1,625.0

We review goodwill for impairment annually in October or at any time events or circumstances indicate that the carrying value may not be fully recoverable, which is based on our accounting policy and GAAP. In connection with the Realignment, we performed a review of goodwill in the quarter ended March 31, 2015, and no impairment was identified.
10. Contingencies
We have described below judicial and administrative proceedings to which we are subject.
We have contingent environmental liabilities that arise principally from three sources: (i) facilities currently or formerly owned by our subsidiaries or their predecessors; (ii) facilities adjacent to currently or formerly owned facilities; and (iii) third-party Superfund or state equivalent sites. At facilities currently or formerly owned by our subsidiaries or their predecessors, the historical use and handling of regulated chemical substances, crop and animal nutrients and additives and by-product or process tailings have resulted in soil, surface water and/or groundwater contamination. Spills or other releases of regulated substances, subsidence from mining operations and other incidents arising out of operations, including accidents, have


12
 
 
 
 
 
 
 
 
 
THE MOSAIC COMPANY
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

occurred previously at these facilities, and could occur in the future, possibly requiring us to undertake or fund cleanup or result in monetary damage awards, fines, penalties, other liabilities, injunctions or other court or administrative rulings. In some instances, pursuant to consent orders or agreements with governmental agencies, we are undertaking certain remedial actions or investigations to determine whether remedial action may be required to address contamination. At other locations, we have entered into consent orders or agreements with appropriate governmental agencies to perform required remedial activities that will address identified site conditions. Taking into consideration established accruals of approximately $23.3 million and $32.5 million as of September 30, 2015 and December 31, 2014, respectively, expenditures for these known conditions currently are not expected, individually or in the aggregate, to have a material effect on our business or financial condition. However, material expenditures could be required in the future to remediate the contamination at known sites or at other current or former sites or as a result of other environmental, health and safety matters. Below is a discussion of the more significant environmental matters.
EPA RCRA Initiative. In 2003, the U.S. Environmental Protection Agency ("EPA") Office of Enforcement and Compliance Assurance announced that it would be targeting facilities in mineral processing industries, including phosphoric acid producers, for a thorough review under the U.S. Resource Conservation and Recovery Act ("RCRA") and related state laws. Mining and processing of phosphates generate residual materials that must be managed both during the operation of a facility and upon a facility’s closure. Certain solid wastes generated by our phosphate operations may be subject to regulation under RCRA and related state laws. EPA rules exempt “extraction” and “beneficiation” wastes, as well as 20 specified “mineral processing” wastes, from the hazardous waste management requirements of RCRA. Accordingly, certain of the residual materials which our phosphate operations generate, as well as process wastewater from phosphoric acid production, are exempt from RCRA regulation. However, the generation and management of other solid wastes from phosphate operations may be subject to hazardous waste regulation if the waste is deemed to exhibit a “hazardous waste characteristic.” As part of its initiative, we understand that EPA has inspected all or nearly all facilities in the U.S. phosphoric acid production sector to ensure compliance with applicable RCRA regulations and to address any “imminent and substantial endangerment” found by EPA under RCRA. We have provided EPA with substantial amounts of information regarding the process water recycling practices and the hazardous waste handling practices at our phosphate production facilities in Florida and Louisiana, and EPA has inspected all of our currently operating processing facilities in the U.S. In addition to EPA’s inspections, our phosphates concentrates facilities have entered into consent orders to perform analyses of existing environmental data, to perform further environmental sampling as may be necessary, and to assess whether the facilities pose a risk of harm to human health or the surrounding environment.
We previously received Notices of Violation ("NOVs") from EPA related to the handling of hazardous waste at our Riverview (September 2005), New Wales (October 2005), Mulberry (June 2006), Green Bay (August 2006) and Bartow (September 2006) facilities in Florida. EPA issued similar NOVs to our competitors, including with respect to the Plant City facility acquired in our March 17, 2014 acquisition of the Florida phosphate assets and assumption of certain related liabilities (the "CF Phosphate Assets Acquisition") of CF Industries, Inc. ("CF"), and referred the NOVs to the U.S. Department of Justice ("DOJ") for further enforcement.
Following negotiations with the DOJ and EPA, on September 30, 2015, we and our wholly owned subsidiary, Mosaic Fertilizer, LLC, entered into consent decrees (collectively, the "Consent Decrees") with EPA, the DOJ, the Florida Department of Environmental Protection ("FDEP") and the Louisiana Department of Environmental Quality (the "LDEQ") that, when effective, will resolve claims relating to our management of certain onsite waste materials at our Riverview, New Wales, Mulberry, Green Bay, South Pierce and Bartow fertilizer manufacturing facilities in Florida and our Faustina and Uncle Sam facilities in Louisiana. The Consent Decrees do not cover the Plant City, Florida phosphate concentrates facility that we acquired as part of the CF Phosphate Assets Acquisition (the "Plant City Facility"). On September 30, 2015, the Consent Decrees were lodged with the United States District Court for the Middle District of Florida and the United States District Court for the Eastern District of Louisiana, respectively. The Florida Consent Decree is subject to a 30-day public comment period and the Louisiana Consent Decree is subject to a 45-day public comment period, each ending in November 2015. Each Consent Decree is subject to approval by the appropriate court following the associated public comment period.
Under the Consent Decrees, we have committed to terms, including the following:
•
Payment of a cash penalty of approximately $8 million, in the aggregate.


13
 
 
 
 
 
 
 
 
 
THE MOSAIC COMPANY
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

•
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 $170 million in the aggregate.
•
Provision of meaningful additional financial assurance for the estimated costs of closure and post-closure 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, 2014, the undiscounted amount of our ARO, determined using the assumptions used for financial reporting purposes, was approximately $1.7 billion and the present value of our Gypstack Closure Costs reflected in our Consolidated Balance Sheet was approximately $543 million. After the Consent Decrees become effective, we will deposit cash, in the amount of approximately $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. At September 30, 2015, amounts to be held in such trust funds (including reinvested earnings) are classified as restricted cash and are included in other assets on our Condensed Consolidated Balance Sheets. We will also issue a $50 million letter of credit in 2017 to further support our financial assurance obligations under the Florida Consent Decree. In addition, we have agreed to guarantee the difference between the amounts held in each trust fund (including earnings) and the estimated closure and long-term care costs. Our actual Gypstack Closure Costs are generally expected to be paid by us in the normal course of our Phosphates business over a period that may not end until three decades or more after a Gypstack has been closed.
In light of the amount of restricted cash referenced above, together with our strong operating cash flows, liquidity and capital resources, we believe that we have sufficient liquidity and capital resources to be able to fund the capital expenditures, financial assurance requirements and civil penalties provided for in the Consent Decrees.
As part of the CF Phosphate Assets Acquisition, we assumed certain ARO related to Gypstack Closure Costs at both the Plant City Facility and a closed Florida phosphate concentrates facility in Bartow, Florida (the “Bonnie Facility”) that we acquired. Associated with these assets are two related financial assurance arrangements for which we became responsible and that hold in trust the estimated Gypstack Closure Costs for these facilities, pursuant to federal or state law, which the government can draw against in the event we cannot perform such closure activities. One is a trust (the “Plant City Trust”) established to meet the requirements under a consent decree with EPA and the FDEP with respect to RCRA compliance at Plant City (the “Plant City Consent Decree”) that also satisfies Florida financial assurance requirements at that site. The other is a trust fund (the “Bonnie Facility Trust”) established to meet the requirements under Florida financial assurance regulations (the “Florida Financial Assurance Requirement”) that apply to the Bonnie Facility. In the CF Phosphate Assets Acquisition, we deposited $189.2 million into the Plant City Trust as a substitute for funds that CF had deposited into trust. Based on our updated closure cost estimates, an additional $7 million was added to the Plant City Trust in the fourth quarter of 2014 and an additional $1.7 million was deposited in the third quarter of 2015 to attain full funding status. In addition, in July 2014, the FDEP approved our funding of $14.5 million into the Bonnie Facility Trust, which substituted funds that CF had deposited into an escrow account. We deposited an additional $3 million in the Bonnie Facility Trust in the second quarter of 2015. Both financial assurance funding obligations require estimates of future expenditures that could be impacted by refinements in scope, technological developments, cost inflation, changes in regulations, discount rates and the timing of activities. Additional funding would be required in the future if increases in cost estimates exceed investment earnings in the Plant City Trust or the Bonnie Facility Trust.
At December 31, 2014, the aggregate amount of AROs associated with the Plant City Facility and the Bonnie Facility included in our consolidated balance sheet was $103.5 million. The aggregate amount held in the Plant City Trust and the Bonnie Facility Trust exceeds the aggregate amount of AROs associated with the Plant City Facility and the Bonnie Facility because the amount required to be held in the Plant City Trust represents the aggregate undiscounted estimated amount to be paid by us in the normal course of our Phosphates business over a period that may not end until three decades or more after the Gypstack has been closed, while the ARO included in our Consolidated Balance Sheet reflect the discounted present value of those estimated amounts. As part of the acquisition, we also acquired ARO related to land reclamation.


14
 
 
 
 
 
 
 
 
 
THE MOSAIC COMPANY
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

EPA EPCRA Initiative. In July 2008, the DOJ sent a letter to major U.S. phosphoric acid manufacturers, including us, stating that EPA’s ongoing investigation indicates apparent violations of Section 313 of the Emergency Planning and Community Right-to-Know Act ("EPCRA") at their phosphoric acid manufacturing facilities. Section 313 of EPCRA requires annual reports to be submitted with respect to the use or presence of certain toxic chemicals. DOJ and EPA also stated that they believe that a number of these facilities have violated Section 304 of EPCRA and Section 103 of the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") by failing to provide required notifications relating to the release of hydrogen fluoride from the facilities. The letter did not identify any specific violations by us or assert a demand for penalties against us. We cannot predict at this time whether EPA and DOJ will initiate an enforcement action over this matter, what its scope would be, or what the range of outcomes of such a potential enforcement action might be.
Florida Sulfuric Acid Plants. On April 8, 2010, EPA Region 4 submitted an administrative subpoena to us under Section 114 of the Federal Clean Air Act (the "CAA") regarding compliance of our Florida sulfuric acid plants with the “New Source Review” requirements of the CAA. The request received by Mosaic appears to be part of a broader EPA national enforcement initiative focusing on sulfuric acid plants.  On June 16, 2010, EPA issued an NOV to CF (the “CF NOV”) with respect to "New Source Review" compliance at the Plant City Facility's sulfuric acid plants and the allegations in that NOV were not resolved before our 2014 acquisition of the Plant City Facility.  In discussions with EPA following the acquisition, EPA encouraged us to consider a settlement that would resolve both the violations alleged in the CF NOV, and violations which EPA may contend exist at the sulfuric acid plants at our other facilities in Florida.  While we currently are engaged in discussions with EPA to determine if a negotiated resolution can be reached, we cannot predict at this time whether EPA and DOJ will initiate an enforcement action with respect to “New Source Review” compliance at our Florida sulfuric acid plants other than the Plant City Facility or what its scope would be, or what the range of outcomes might be with respect to such a potential enforcement action or with respect to the Plant City NOV. 
Other Environmental Matters. Superfund and equivalent state statutes impose liability without regard to fault or to the legality of a party’s conduct on certain categories of persons who are considered to have contributed to the release of “hazardous substances” into the environment. Under Superfund, or its various state analogues, one party may, under certain circumstances, be required to bear more than its proportionate share of cleanup costs at a site where it has liability if payments cannot be obtained from other responsible parties. Currently, certain of our subsidiaries are involved or concluding involvement at several Superfund or equivalent state sites. Our remedial liability from these sites, alone or in the aggregate, currently is not expected to have a material effect on our business or financial condition. As more information is obtained regarding these sites and the potentially responsible parties involved, this expectation could change.
We believe that, pursuant to several indemnification agreements, our subsidiaries are entitled to at least partial, and in many instances complete, indemnification for the costs that may be expended by us or our subsidiaries to remedy environmental issues at certain facilities. These agreements address issues that resulted from activities occurring prior to our acquisition of facilities or businesses from parties including, but not limited to, ARCO (BP); Beatrice Fund for Environmental Liabilities; Conoco; Conserv; Estech, Inc.; Kaiser Aluminum & Chemical Corporation; Kerr-McGee Inc.; PPG Industries, Inc.; The Williams Companies; CF; and certain other private parties. Our subsidiaries have already received and anticipate receiving amounts pursuant to the indemnification agreements for certain of their expenses incurred to date as well as future anticipated expenditures. We record potential indemnifications as an offset to the established accruals when they are realizable or realized.
MicroEssentials® Patent Lawsuit
On January 9, 2009, John Sanders and Specialty Fertilizer Products, LLC filed a complaint against Mosaic, Mosaic Fertilizer, LLC, Cargill, Incorporated and Cargill Fertilizer, Inc. in the United States District Court for the Western District of Missouri (the "Missouri District Court"). The complaint alleges that our production of MicroEssentials® SZ, one of several types of the MicroEssentials® value-added ammoniated phosphate crop nutrient products that we produce, infringes on a patent held by the plaintiffs since 2001and which would expire in 2018. Plaintiffs have since asserted that other MicroEssentials® products also infringe the patent. Plaintiffs seek to enjoin the alleged infringement and to recover an unspecified amount of damages and attorneys’ fees for past infringement. Our answer to the complaint responds that the plaintiffs’ patent is not infringed, is invalid and is unenforceable because the plaintiffs engaged in inequitable conduct during the prosecution of the patent.


15
 
 
 
 
 
 
 
 
 
THE MOSAIC COMPANY
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Through an order entered by the court on September 25, 2014, Cargill was dismissed as a defendant, and the two original plaintiffs were replaced by a single plaintiff, JLSMN LLC, an entity to whom the patents were transferred.
The Missouri District Court stayed the lawsuit pending an ex parte reexamination of plaintiff's current patent claims by the U.S. Patent and Trademark Office (the "PTO"). That ex parte reexamination has now ended. On September 12, 2012, however, Shell Oil Company ("Shell") filed an additional reexamination request which in part asserted that the claims as amended and added in connection with the ex parte reexamination are unpatentable. On October 4, 2012, the PTO issued an Ex Parte Reexamination Certificate in which certain claims of the plaintiff's patent were cancelled, disclaimed and amended, and new claims were added. Following the PTO’s grant of Shell’s request for an inter parties reexamination, on December 11, 2012, the PTO issued an initial rejection of all of plaintiff's remaining patent claims. On September 12, 2013, the PTO reversed its initial rejection of the plaintiff's remaining patent claims and allowed them to stand. Shell appealed the PTO’s decision, and on July 28, 2015, the Patent Trial and Appeal Board, the highest appellate authority within the PTO, issued a decision holding that all claims initially allowed to the plaintiff by the PTO examiner should instead have been found invalid, because they were obvious when considered in light of the relevant prior art.  The Board referred the patent application back to the PTO examiner, who may consider whether any patent claims that might be sought by plaintiff are permissible.  Both parties have filed requests for reconsideration of the Board's decision. Shell's request is merely to correct some numerical inconsistencies in the Board's decision, and plaintiff's request is to reverse the overall decision itself. Although no appeal from the Board's decision has yet been filed, such an appeal may occur, resulting in further delays. The stay in the Missouri District Court litigation is expected to remain in place during further PTO and any appeal proceedings.
We believe that the plaintiff's allegations are without merit and intend to defend vigorously against them. At this stage of the proceedings, we cannot predict the outcome of this litigation, estimate the potential amount or range of loss or determine whether it will have a material effect on our results of operations, liquidity or capital resources.
Brazil Tax Contingencies
Our Brazilian subsidiary is engaged in a number of judicial and administrative proceedings relating to various non-income tax matters. We estimate that our maximum potential liability with respect to these matters is approximately $78 million. Approximately $54 million of the maximum potential liability relates to a Brazilian federal value added tax, PIS and Cofins, cases for the period from 2004 to 2011; while the majority of the remaining amount relates to various other non-income tax cases such as state value-added taxes. Based on Brazil legislation and the current status of similar tax cases involving unrelated taxpayers, we believe we have recorded adequate accruals, which are immaterial, for the probable liability with respect to these Brazilian judicial and administrative proceedings.
Other Claims
We also have certain other contingent liabilities with respect to judicial, administrative and arbitration proceedings and claims of third parties, including tax matters, arising in the ordinary course of business. We do not believe that any of these contingent liabilities will have a material adverse impact on our business or financial condition, results of operations, and cash flows.
11. Accounting for Derivative Instruments and Hedging Activities
We periodically enter into derivatives to mitigate our exposure to foreign currency risks and the effects of changing commodity prices. We record all derivatives on the Condensed Consolidated Balance Sheets at fair value. The fair value of these instruments is determined by using quoted market prices, third party comparables, or internal estimates. We net our derivative asset and liability positions when we have a master netting arrangement in place. Changes in the fair value of the foreign currency and commodity derivatives are immediately recognized in earnings because we do not apply hedge accounting treatment to these instruments. As of September 30, 2015 and December 31, 2014, the gross asset position of our derivative instruments was $15.0 million and $9.0 million, respectively, and the gross liability position of our liability instruments was $82.5 million and $54.8 million, respectively.


16
 
 
 
 
 
 
 
 
 
THE MOSAIC COMPANY
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

 Unrealized gains and (losses) on foreign currency exchange contracts used to hedge cash flows related to the production of our products are included in cost of goods sold in the Condensed Consolidated Statements of Earnings. Unrealized gains and (losses) on commodities contracts are also recorded in cost of goods sold in the Condensed Consolidated Statements of Earnings. Unrealized gains or (losses) on foreign currency exchange contracts used to hedge cash flows that are not related to the production of our products are included in the foreign currency transaction gain/(loss) line in the Condensed Consolidated Statements of Earnings.
As of September 30, 2015 and December 31, 2014, the following is the total absolute notional volume associated with our outstanding derivative instruments:
(in millions of Units)
 
 
 
 
 
September 30,
2015
 
December 31,
2014
Derivative Instrument
Derivative Category
Unit of Measure
Foreign currency derivatives
 
Foreign currency
 
US Dollars
 
1,237.6

 
1,132.3
Natural gas derivatives
 
Commodity
 
MMbtu
 
24.1

 
24.4
Credit-Risk-Related Contingent Features
Certain of our derivative instruments contain provisions that are governed by International Swap and Derivatives Association agreements with the counterparties. These agreements contain provisions that allow us to settle for the net amount between payments and receipts, and also state that if our debt were to be rated below investment grade, certain counterparties could request full collateralization on derivative instruments in net liability positions. The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position as of September 30, 2015 and December 31, 2014, was $53.5 million and $41.7 million, respectively. We have no cash collateral posted in association with these contracts. If the credit-risk-related contingent features underlying these agreements were triggered on September 30, 2015, we would have been required to post $53.0 million of collateral assets, which are either cash or U.S. Treasury instruments, to the counterparties.
Counterparty Credit Risk
We enter into foreign exchange and certain commodity and interest rate derivatives, primarily with a diversified group of highly rated counterparties. We continually monitor our positions and the credit ratings of the counterparties involved and limit the amount of credit exposure to any one party. While we may be exposed to potential losses due to the credit risk of non-performance by these counterparties, material losses are not anticipated. We closely monitor the credit risk associated with our counterparties and customers and to date have not experienced material losses.
12. Fair Value Measurements
Following is a summary of the valuation techniques for assets and liabilities recorded in our Consolidated Balance Sheets at fair value on a recurring basis:
Foreign Currency Derivatives-The foreign currency derivative instruments that we currently use are forward contracts, zero-cost collars, and futures, which typically expire within eighteen months. Valuations are based on exchange-quoted prices, which are classified as Level 1. Some of the valuations are adjusted by a forward yield curve or interest rates. In such cases, these derivative contracts are classified within Level 2. As of September 30, 2015 and December 31, 2014, the gross asset position of our foreign currency derivative instruments was $14.5 million and $4.6 million, respectively, and the gross liability position of our foreign currency derivative instruments was $64.1 million and $39.8 million, respectively.
Commodity Derivatives-The commodity contracts primarily relate to natural gas. The commodity derivative instruments that we currently use are forward purchase contracts, swaps, and three-way collars. The natural gas contracts settle using NYMEX futures or AECO price indexes, which represent fair value at any given time. The contracts’ maturities are for future months and settlements are scheduled to coincide with anticipated gas purchases during those future periods. Quoted market prices from NYMEX and AECO are used to determine the fair value of these instruments. These market prices are adjusted by a forward yield curve and are classified within Level 2. As of September 30, 2015 and December 31, 2014, the


17
 
 
 
 
 
 
 
 
 
THE MOSAIC COMPANY
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

gross asset position of our commodity derivative instruments was $0.5 million and $4.4 million, respectively, and the gross liability position of our commodity instruments was $15.0 million and $14.9 million, respectively.
Financial Instruments
The carrying amounts and estimated fair values of our financial instruments are as follows:
 
 
September 30, 2015
 
December 31, 2014
 
Carrying Amount
 
Fair Value
Carrying Amount
 
Fair Value
 
 
Cash and cash equivalents
$
1,284.9

 
$
1,284.9

 
$
2,374.6

 
$
2,374.6

 
Receivables, net
675.1

 
675.1

 
754.4

 
754.4

 
Accounts payable
657.0

 
657.0

 
559.6

 
559.6

 
Short-term debt
18.0

 
18.0

 
13.5

 
13.5

 
Structured accounts payable arrangements
257.9

 
257.9

 
237.7

 
237.7

 
Long-term debt, including current portion
3,780.3

 
3,894.9

 
3,819.0

 
4,101.2

For cash and cash equivalents, receivables, net, accounts payable, short-term debt and structured accounts payable arrangements, the carrying amount approximates fair value because of the short-term maturity of those instruments. The fair value of long-term debt, including the current portion, is estimated using quoted market prices for the publicly registered notes and debentures, classified as Level 1 and Level 2, respectively, within the fair value hierarchy, depending on the market liquidity of the debt.
13. Related Party Transactions
We enter into transactions and agreements with certain of our non-consolidated companies from time to time. As of September 30, 2015, the net amount due to our non-consolidated companies totaled $81.9 million and the net amount due from them was $35.7 million at December 31, 2014.
The Condensed Consolidated Statements of Earnings included the following transactions with our non-consolidated companies:
 
Three months ended
 
Nine months ended
September 30,
 
September 30,
 
2015
 
2014
 
2015
 
2014
Transactions with non-consolidated companies included in net sales
$
227.2

 
$
178.2

 
$
849.3

 
$
690.9

Transactions with non-consolidated companies included in cost of goods sold
211.8

 
109.6

 
608.0

 
398.2

14. Business Segments
The reportable segments are determined by management based upon factors such as products and services, production processes, technologies, market dynamics, and for which segment financial information is available for our chief operating decision maker. On March 15, 2015, we announced a Realignment of our business segments to more clearly reflect our evolving business model. Our international distribution activities, which had previously been reported in our Phosphates business segment, were moved into a separate International Distribution segment as this is how our chief operating decision maker began viewing and evaluating our operations during the first quarter of 2015. The prior period comparable results have been recast to reflect this change.


18
 
 
 
 
 
 
 
 
 
THE MOSAIC COMPANY
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

For a description of our business segments see Note 1 to the Condensed Consolidated Financial Statements in this report. We evaluate performance based on the operating earnings of the respective business segments, which includes certain allocations of corporate selling, general and administrative expenses. The segment results may not represent the actual results that would be expected if they were independent, stand-alone businesses. Intersegment eliminations, including profit on intersegment sales, mark-to-market gains/losses on derivatives that had previously been reported in our Phosphates and Potash business segments, debt expenses and our legacy Argentina and Chile results are included within Corporate, Eliminations and Other.
Segment information for the three and nine months ended September 30, 2015 and 2014 was as follows:
 
Phosphates
 
Potash
 
International Distribution
 
Corporate, Eliminations and Other
 
Total
Three months ended September 30, 2015
 
 
 
 
 
 
 
 
 
Net sales to external customers
$
791.2

 
$
485.5

 
$
824.3

 
$
4.5

 
$
2,105.5

Intersegment net sales(a)
241.2

 
6.0

 
0.3

 
(247.5
)
 
—

Net sales
1,032.4

 
491.5

 
824.6

 
(243.0
)
 
2,105.5

Gross margin(a)
198.9

 
96.9

 
60.5

 
(21.0
)
 
335.3

Operating earnings
157.2

 
65.7

 
44.0

 
(20.9
)
 
246.0

Capital expenditures
117.5

 
118.7

 
4.1

 
5.0

 
245.3

Depreciation, depletion and amortization expense
96.0

 
75.1

 
3.3

 
6.5

 
180.9

 
 
 
 
 
 
 
 
 
 
Three months ended September 30, 2014
 
 
 
 
 
 
 
 
 
Net sales to external customers
$
930.1

 
$
590.3

 
$
683.1

 
$
47.2

 
$
2,250.7

Intersegment net sales(a)
203.1

 
2.7

 
0.4

 
(206.2
)
 
—

Net sales
1,133.2

 
593.0

 
683.5

 
(159.0
)
 
2,250.7

Gross margin(a)
236.2

 
154.1

 
50.9

 
(26.5
)
 
414.7

Carlsbad restructuring expense
—

 
67.0

 
—

 
—

 
67.0

Operating earnings
187.7

 
68.7

 
29.5

 
(8.6
)
 
277.3

Capital expenditures
85.3

 
91.7

 
7.3

 
4.1

 
188.4

Depreciation, depletion and amortization expense
91.2

 
89.4

 
2.3

 
6.6

 
189.5

 
 
 
 
 
 
 
 
 
 
Nine months ended September 30, 2015
 
 
 
 
 
 
 
 
 
Net sales to external customers
$
2,942.9

 
$
1,865.3

 
$
1,899.7

 
$
24.2

 
$
6,732.1

Intersegment net sales(a)
646.8

 
9.2

 
1.2

 
(657.2
)
 
—

Net sales
3,589.7

 
1,874.5

 
1,900.9

 
(633.0
)
 
6,732.1

Gross margin(a)
716.5

 
633.7

 
109.5

 
(97.3
)
 
1,362.4

Operating earnings
607.0

 
528.6

 
54.6

 
(115.7
)
 
1,074.5

Capital expenditures
374.2

 
301.6

 
13.9

 
12.5

 
702.2

Depreciation, depletion and amortization expense
288.7

 
236.1

 
10.7

 
19.3

 
554.8

 
 
 
 
 
 
 
 
 
 
Nine months ended September 30, 2014
 
 
 
 
 
 
 
 
 
Net sales to external customers
$
2,870.1

 
$
2,076.8

 
$
1,617.4

 
$
112.9

 
$
6,677.2

Intersegment net sales(a)
555.1

 
11.7

 
1.0

 
(567.8
)
 
—

Net sales
3,425.2

 
2,088.5

 
1,618.4

 
(454.9
)
 
6,677.2

Gross margin(a)
706.2

 
596.4

 
106.4

 
(61.5
)
 
1,347.5

Carlsbad restructuring expense
—

 
67.0

 
—

 
—

 
67.0

Operating earnings
552.7

 
427.6

 
53.2

 
(86.3
)
 
947.2

Capital expenditures
305.2

 
329.4

 
25.8

 
16.9

 
677.3

Depreciation, depletion and amortization expense
262.9

 
268.2

 
6.6

 
20.5

 
558.2

 
 
 
 
 
 
 
 
 
 
Total assets as of September 30, 2015
$
8,256.0

 
$
8,246.6

 
$
1,768.0

 
$
(1,152.7
)
 
$
17,117.9

Total assets as of December 31, 2014
10,143.1

 
8,296.6

 
1,430.4

 
(1,587.1
)
 
18,283.0



19
 
 
 
 
 
 
 
 
 
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. These transactions had the effect of increasing Phosphate segment revenues and gross margin by $101.8 million and $26.3 million, respectively, for the three and nine months ended September 30, 2015. During the three and nine months ended September 30, 2014 these transactions had the effect of increasing Phosphate segment revenues and gross margin by $71.9 million and $19.5 million, respectively. Revenues and cost of goods sold on these Phosphates sales are eliminated in the "Corporate and Other" category similar to all other intercompany transactions.
15. Acquisition
Brazil and Paraguay Distribution Business Acquisition
On December 17, 2014, we completed the acquisition of Archer Daniels Midland Company's ("ADM") fertilizer distribution business including working capital in Brazil and Paraguay (the "ADM Acquisition") for $301.7 million. This acquisition is expected to significantly accelerate our previously announced growth plans in Brazil as well as replace a substantial amount of planned internal investments in that country. Under the terms of the acquisition agreements, we acquired four blending and warehousing facilities in Brazil, one in Paraguay and additional warehousing and logistics service capabilities. We expect this acquisition to increase our annual distribution in the region from approximately four million metric tonnes to about six million metric tonnes of crop nutrients.
The parties have also entered into five-year fertilizer supply agreements providing for Mosaic to supply ADM’s fertilizer needs in Brazil and Paraguay.
The following table summarizes the amounts of the assets acquired and liabilities assumed as recognized with the acquisition.
(in millions)
 
Inventory
$
117.0

Other current assets
9.4

Property, plant and equipment
95.9

Goodwill
83.8

Intangible assets
19.1

Other assets
16.8

Other current liabilities
(23.5
)
Other liabilities
(16.8
)
 
$
301.7


Our unaudited pro-forma consolidated net sales for the three and nine months ended September 30, 2014, including the effects of the ADM Acquisition and the CF Phosphate Assets Acquisition as if they had been consummated as of January 1, 2014, would have been approximately $2.5 billion and $7.4 billion, respectively, and our earnings attributable to Mosaic would have been approximately $209.9 million and $660.7 million, respectively. The pro-forma results include adjustments related to depreciation and amortization to reflect the fair value of acquired property, plant and equipment and identifiable intangible assets, depletion of acquired mineral rights, and the associated income tax impacts. The pro-forma information does not necessarily reflect the actual results of operations had the acquisition been consummated at the beginning of the fiscal reporting period indicated nor is it indicative of future operating results. The pro-forma information does not include any adjustment for potential revenue enhancements, cost synergies or other operating efficiencies that could result from the acquisition or transaction or integration costs relating to the acquisitions.



20
 
 
 
 
 
 
 
 
 
THE MOSAIC COMPANY
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

16. Guarantee
Guarantee of Payments
On August 6, 2015, Mosaic agreed to guarantee up to $100 million of payment obligations to a shipbuilder during the construction of two barge vessels that will be chartered to transport anhydrous ammonia, primarily for Mosaic’s operations. The entity that will own the vessels is an affiliate of the other 50% partner of Gulf Sulphur Services Ltd., LLLP, an entity which is 50% owned by Mosaic and accounted for as an equity method investment. The guarantee will remain in effect until final payment under the construction agreement.


21

Table of Contents

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, 2014 (the "10-K Report") and the material under Item 1 of Part I of this report.
Throughout the discussion below, we measure units of production, sales and raw materials in metric tonnes, which are the equivalent of 2,205 pounds, unless we specifically state we mean long ton(s), which are the equivalent of 2,240 pounds. In the following tables, there are certain percentages that are not considered to be meaningful and are represented by "NM".
Results of Operations
The following table shows the results of operations for the three and nine months ended September 30, 2015 and 2014:

 
Three months ended
 
 
 
 
 
Nine months ended
 
 
 
 
 
September 30,
 
2015-2014
 
September 30,
 
2015-2014
(in millions, except per share data)
2015
 
2014
 
Change
 
Percent
 
2015
 
2014
 
Change
 
Percent
Net sales
$
2,105.5

 
$
2,250.7

 
$
(145.2
)
 
(6
)%
 
$
6,732.1

 
$
6,677.2

 
$
54.9

 
1
 %
Cost of goods sold
1,770.2

 
1,836.0

 
(65.8
)
 
(4
)%
 
5,369.7

 
5,329.7

 
40.0

 
1
 %
Gross margin
335.3

 
414.7

 
(79.4
)
 
(19
)%
 
1,362.4

 
1,347.5

 
14.9

 
1
 %
Gross margin percentage
16
%
 
18
%
 
 
 
 
 
20
%
 
20
%
 
 
 


Selling, general and administrative expenses
76.6

 
83.9

 
(7.3
)
 
(9
)%
 
266.3

 
291.3

 
(25.0
)
 
(9
)%
Gain on assets sold and to be sold
—

 
(31.7
)
 
31.7

 
NM

 
—

 
(26.1
)
 
26.1

 
NM

Carlsbad restructuring expense
—

 
67.0

 
(67.0
)
 
NM

 
—

 
67.0

 
(67.0
)
 
NM

Other operating expense
12.7

 
18.2

 
(5.5
)
 
(30
)%
 
21.6

 
68.1

 
(46.5
)
 
(68
)%
Operating earnings
246.0

 
277.3

 
(31.3
)
 
(11
)%
 
1,074.5

 
947.2

 
127.3

 
13
 %
Gain (loss) in value of share repurchase agreement
—

 
5.3

 
(5.3
)
 
NM

 
—

 
(60.2
)
 
60.2

 
NM

Interest expense, net
(24.2
)
 
(25.2
)
 
1.0

 
(4
)%
 
(79.0
)
 
(76.6
)
 
(2.4
)
 
3
 %
Foreign currency transaction (loss) gain
(48.6
)
 
27.1

 
(75.7
)
 
NM

 
(19.4
)
 
31.8

 
(51.2
)
 
(161
)%
Other (expense) income
(1.1
)
 
0.1

 
(1.2
)
 
NM

 
(14.5
)
 
(6.1
)
 
(8.4
)
 
138
 %
Earnings from consolidated companies before income taxes
172.1

 
284.6

 
(112.5
)
 
(40
)%
 
961.6

 
836.1

 
125.5

 
15
 %
Provision for income taxes
10.1

 
77.6

 
(67.5
)
 
(87
)%
 
113.4

 
157.7

 
(44.3
)
 
(28
)%
Earnings from consolidated companies
162.0

 
207.0

 
(45.0
)
 
(22
)%
 
848.2

 
678.4

 
169.8

 
25
 %
Equity in net earnings of nonconsolidated companies
(1.3
)
 
(4.1
)
 
2.8

 
(68
)%
 
(1.9
)
 
(9.6
)
 
7.7

 
(80
)%
Net earnings including noncontrolling interests
160.7

 
202.9

 
(42.2
)
 
(21
)%
 
846.3

 
668.8

 
177.5

 
27
 %
Less: Net earnings attributable to noncontrolling interests
0.7

 
1.0

 
(0.3
)
 
(30
)%
 
0.9

 
0.9

 
—

 
—
 %
Net earnings attributable to Mosaic
$
160.0

 
$
201.9

 
$
(41.9
)
 
(21
)%
 
$
845.4

 
$
667.9

 
$
177.5

 
27
 %
Diluted net earnings per share attributable to Mosaic
$
0.45

 
$
0.54

 
$
(0.09
)
 
(17
)%
 
$
2.33

 
$
1.72

 
$
0.61

 
35
 %
Diluted weighted average number of shares outstanding
356.0

 
375.9

 
 
 
 
 
362.3

 
377.0

 
 
 
 


22

Table of Contents

Overview of Consolidated Results for the three months ended September 30, 2015 and 2014
Net sales decreased to $2.1 billion for the three months ended September 30, 2015, compared to $2.3 billion in the prior year period. Net earnings attributable to Mosaic for the three months ended September 30, 2015 were $160.0 million, or $0.45 per diluted share, compared to $201.9 million, or $0.54 per diluted share, for the year ago 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 the first quarter of 2015, we realigned our business segments (the "Realignment") to more closely reflect our evolving business model. As part of the Realignment, our international distribution activities, which had previously been reported in our Phosphates business segment, were moved into a separate International Distribution segment, as this is how our chief operating decision maker began viewing and evaluating our operations during the first quarter of 2015. The Corporate and Other category now includes intersegment eliminations, mark-to-market gains/losses on derivatives that had previously been reported in our Phosphates and Potash business segments, debt expenses, and our legacy Argentina and Chile results. Our operating results for the three and nine months ended September 30, 2014 have been recast to reflect the Realignment.
Operating earnings for the three months ended September 30, 2015 were negatively impacted by lower potash sales volumes and average selling prices when compared to the same period in the prior year. Lower North American sales volumes of potash products in the current year quarter compared to the prior year quarter were due to delays in purchasing in the current year quarter as a result of cautious customer purchasing behavior and high sales volumes in the prior year, as customers were refilling the pipeline. After hitting a floor in the first quarter of 2014, potash prices continued to rise throughout 2014, led by increasing demand in Brazil, China and India. Potash prices have trended down in 2015, driven by cautious purchasing behavior due to lower commodity prices, global economic conditions and foreign exchange volatility, especially in Brazil.
Operating earnings for the three months ended September 30, 2015 were also negatively impacted by lower phosphates average selling prices and sales volumes compared to the same period in the prior year. Phosphates average selling prices were lower due to lower raw material costs and lower commodity prices in the current year period compared to the same period in the prior year. The decrease in Phosphates sales volumes was primarily driven by cautious customer purchasing behavior, which is due to the aforementioned factors.

Other Highlights
During the three months ended September 30, 2015:
•
We maintained a strong financial position, with cash and cash equivalents of $1.3 billion as of September 30, 2015, after setting aside $630 million in restricted cash that we expect to be placed in trust in the first quarter of 2016 as financial assurance to support certain estimated future asset retirement obligations, as discussed more fully in Note 10 of our Notes to Condensed Consolidated Financial Statements. The restricted cash balance is included in other assets in our Condensed Consolidated Balance Sheets.
•
During the quarter, we repurchased 1,891,620 shares of Common Stock in the open market for approximately $74.9 million under the $1.5 billion repurchase program authorized by our Board of Directors in May 2015 (the "2015 Repurchase Program"). In addition, on July 28, 2015, we received 2,773,514 shares of Common Stock upon the closing of an accelerated share repurchase transaction ("ASR") that we had entered into in May 2015, bringing the total shares of Common Stock repurchased under the 2015 Repurchase Program to 12,998,467 shares.
•
We continued to execute on our strategic projects:
◦
Our Esterhazy K3 mine development remained on track to start producing ore in 2017.
◦
We continue our efforts to further expand MicroEssentials® capacity, to add an incremental 1.2 million tonnes, and bring total capacity to 3.5 million tonnes.
◦
We received the first shipment of prilled sulfur in preparation for the planned completion of our sulfur melter later this year.


23

Table of Contents

•
We recorded a foreign currency transaction loss of $48.6 million for the three months ended September 30, 2015, compared with a gain of $27.1 million for the same period a year ago.
•
We recorded a net unrealized mark-to-market loss, included in Corporate, Eliminations and Other, of $22.2 million in cost of goods sold for the three months ended September 30, 2015, primarily on foreign currency derivatives, compared with a loss of $23.3 million for the same period in the prior year, also primarily on foreign currency derivatives.
•
Effective August 5, 2015, James "Joc" C. O'Rourke, our former Executive Vice President - Operations and Chief Operating Officer, succeeded James T. Prokopanko as Chief Executive Officer and President.
During the three months ended September 30, 2014:
•
We continued to repurchase the shares under a share repurchase agreement (the "MAC Trusts Share Repurchase Agreement") we entered with two former Cargill stockholders (the "MAC Trusts"). At September 30, 2014, we had repurchased all 21,647,007 Class A Shares, Series A-3, held by the MAC Trusts, and 21,647,008 Class A Shares, Series A-2, for an aggregate of approximately $2.0 billion.
•
On July 29, 2014, we completed the sale of our salt operations at our Hersey, Michigan mine for approximately $55 million, resulting in a pre-tax gain of $13.5 million.
•
We announced our decision to permanently discontinue production of muriate of potash ("MOP") at our Carlsbad, New Mexico facility. In connection with this decision, we recorded pre-tax charges of $67 million, with the majority of the remaining costs recorded in the fourth quarter of 2014. We recorded a corresponding tax benefit of approximately $28 million in the quarter ended September 30, 2014.
•
We entered into an agreement to sell our Argentina distribution business assets. Relating to this agreement, we wrote up the assets, classified as held for sale, to their estimated fair value, which resulted in a gain of $18.2 million during the third quarter of 2014.
Overview of Consolidated Results for the nine months ended September 30, 2015 and 2014
Net earnings attributable to Mosaic for the nine months ended September 30, 2015 were $845.4 million, or $2.33 per diluted share, compared to $667.9 million, or $1.72 per diluted share, for the same period a year ago. Net earnings for the nine months ended September 30, 2015, included discrete income tax benefits of $41 million, or $0.11 per diluted share. Included in net earnings for the nine months ended September 30, 2014 is a charge of $60 million, or $0.15 per diluted share, related to the change in value of our Share Repurchase Agreements, and discrete income tax benefits of approximately $105 million, or $0.29 per diluted share.
Results for the nine months ended September 30, 2015 and 2014 reflected the factors discussed above for the three months ended September 30, 2015 and 2014, in addition to those noted below. Certain of these factors are discussed in more detail in the following sections of this Management's Discussion and Analysis of Financial Condition and Results of Operations.
Operating earnings for the nine months ended September 30, 2015, were favorably impacted by higher potash selling prices and lower costs, including the benefit from a weaker Canadian dollar, partially offset by lower potash sales volumes when compared to the same period in the prior year. The lower potash sales volumes in the current year were primarily due to lower sales volumes in North America in the first half of 2015, resulting from increased imports into North America, when compared to the prior year, and for the reasons mentioned above in the three month discussion. In addition, current period potash operating earnings were negatively impacted by higher Canadian Resource Tax expense related to Saskatchewan law changes enacted in 2015 regarding the treatment of capital expenditures.
Higher Phosphates segment sales volumes and average selling prices, mostly offset by the higher raw material cost of sulfur, also contributed to the increase in operating earnings for the nine months ended September 30, 2015, compared to the same period in the prior year. The increase in sales volumes was due to more tonnes becoming available as a result of our March 17, 2014 acquisition of the Florida phosphate assets and assumption of certain related liabilities ("CF Phosphate Assets Acquisition") of CF Industries, Inc. Phosphates average selling prices increased from the same period in the prior year as a result of the closure of certain U.S. phosphate production facilities, an increase in raw material costs, particularly sulfur, and strong international demand, primarily from India.


24

Table of Contents

Other noteworthy matters during the nine months ended September 30, 2015 included:
•
Effective January 1, 2015, our entitlement of Canpotex sales changed to approximately 40.6% from approximately 38.8%, following the successful completion of a proving run of our Colonsay mine expansion in December 2014.
•
In March 2015, our Board of Directors approved an increase in our annual dividend to $1.10 from $1.00 per share, effective with the dividend declaration in May 2015.
•
During the nine months ended September 30, 2015, we repurchased 15,558,744 shares of Common Stock in the open market for an aggregate of approximately $698.2 million.
•
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"). We are on track to achieve the benefits of the ADM Acquisition described below.
•
We made an equity contribution of $125 million to the Wa'ad Al Shamal Joint Venture. At September 30, 2015, our total investment is approximately $507 million. We estimate the total cost to develop and construct the integrated phosphate production facilities to be approximately $8.0 billion, which is an increase of $500 million from the initial estimate. We and our joint venture partners expect this amount to be funded through external debt facilities, including the one mentioned below, and investments by the joint venture members.
•
We recorded a foreign currency transaction loss of $19.4 million for the nine months ended September 30, 2015 compared with a gain of $31.8 million for the same period a year ago.
During the nine months ended September 30, 2014:
•
We purchased 43.3 million Class A Shares, Series A-2 and A-3 under the MAC Trusts Share Repurchase Agreement for approximately $2.0 billion. In addition, in February 2014, our Board of Directors authorized a $1 billion share repurchase program (the "2014 Repurchase Program"). We purchased 9.9 million shares under this program, including approximately 8.2 million shares under the share repurchase agreements entered in February 2014 with certain Cargill family member trusts (the "Family Trusts Share Repurchase Agreements"). The remaining authorization of $149.3 million under the 2014 Repurchase Program was terminated in May 2015 in connection with our authorization of the 2015 Repurchase Program.
•
On April 15, 2014, we signed definitive agreements with ADM relating to the ADM Acquisition. The acquisition was completed on December 17, 2014 for $301.7 million. Under the terms of the acquisition agreements, we acquired four blending and warehousing facilities in Brazil, one in Paraguay and additional warehousing and logistics service capabilities. Over time, we expect this acquisition to increase our annual distribution in the region from approximately four million metric tonnes to about six million metric tonnes of crop nutrients.
The parties also negotiated the terms of five-year fertilizer supply agreements providing for us to supply ADM's fertilizer needs in Brazil and Paraguay.
•
On June 30, 2014, the Wa'ad Al Shamal Joint Venture entered into funding facilities with a consortium of 20 financial institutions for a total amount of $5.0 billion.



25

Table of Contents

Phosphates Net Sales and Gross Margin
The following table summarizes the Phosphates segment’s net sales, gross margin, sales volume, selling prices and raw material prices:
 
Three months ended
 
 
 
 
 
Nine months ended
 
 
 
 
 
September 30,
 
2015-2014
 
September 30,
 
2015-2014
(in millions, except price per tonne or unit)  
2015
 
2014
 
Change
 
Percent
 
2015
 
2014
 
Change
 
Percent
Net sales:  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North America  
$
569.9

 
$
635.9

 
$
(66.0
)
 
(10
)%
 
$
1,957.5

 
$
1,918.8

 
$
38.7

 
2
 %
International  
462.5

 
497.3

 
(34.8
)
 
(7
)%
 
1,632.2

 
1,506.4

 
125.8

 
8
 %
Total  
1,032.4

 
1,133.2

 
(100.8
)
 
(9
)%
 
3,589.7

 
3,425.2

 
164.5

 
5
 %
Cost of goods sold  
833.5

 
897.0

 
(63.5
)
 
(7
)%
 
2,873.2

 
2,719.0

 
154.2

 
6
 %
Gross margin  
$
198.9

 
$
236.2

 
$
(37.3
)
 
(16
)%
 
$
716.5

 
$
706.2

 
$