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|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
20-1026454
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
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.
|
|||
|
||||
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Net sales
|
$
|
1,578.1
|
|
|
$
|
1,674.0
|
|
Cost of goods sold
|
1,448.5
|
|
|
1,437.3
|
|
||
Gross margin
|
129.6
|
|
|
236.7
|
|
||
Selling, general and administrative expenses
|
80.9
|
|
|
89.8
|
|
||
Other operating expense (income)
|
18.6
|
|
|
(16.5
|
)
|
||
Operating earnings
|
30.1
|
|
|
163.4
|
|
||
Interest expense, net
|
(25.8
|
)
|
|
(26.1
|
)
|
||
Foreign currency transaction gain
|
8.9
|
|
|
87.8
|
|
||
Other income (expense)
|
(4.5
|
)
|
|
0.6
|
|
||
Earnings from consolidated companies before income taxes
|
8.7
|
|
|
225.7
|
|
||
Provision for (benefit from) income taxes
|
9.7
|
|
|
(28.7
|
)
|
||
Earnings (loss) from consolidated companies
|
(1.0
|
)
|
|
254.4
|
|
||
Equity in net earnings (loss) of nonconsolidated companies
|
(0.1
|
)
|
|
2.5
|
|
||
Net earnings (loss) including noncontrolling interests
|
(1.1
|
)
|
|
256.9
|
|
||
Less: Net earnings (loss) attributable to noncontrolling interests
|
(0.2
|
)
|
|
0.1
|
|
||
Net earnings (loss) attributable to Mosaic
|
$
|
(0.9
|
)
|
|
$
|
256.8
|
|
Basic net earnings (loss) per share attributable to Mosaic
|
$
|
—
|
|
|
$
|
0.73
|
|
Basic weighted average number of shares outstanding
|
350.5
|
|
|
351.3
|
|
||
Diluted net earnings (loss) per share attributable to Mosaic
|
$
|
—
|
|
|
$
|
0.73
|
|
Diluted weighted average number of shares outstanding
|
350.5
|
|
|
353.2
|
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2017
|
|
2016
|
||||
Net earnings (loss) including noncontrolling interest
|
$
|
(1.1
|
)
|
|
$
|
256.9
|
|
Other comprehensive income, net of tax
|
|
|
|
||||
Foreign currency translation, net of tax
|
37.4
|
|
|
266.0
|
|
||
Net actuarial gain and prior service cost, net of tax
|
2.7
|
|
|
1.6
|
|
||
Amortization of loss on interest rate swap, net of tax
|
0.6
|
|
|
0.8
|
|
||
Net gain on marketable securities held in trust fund, net of tax
|
2.4
|
|
|
—
|
|
||
Other comprehensive income
|
43.1
|
|
|
268.4
|
|
||
Comprehensive income
|
42.0
|
|
|
525.3
|
|
||
Less: Comprehensive income attributable to noncontrolling interest
|
1.0
|
|
|
1.2
|
|
||
Comprehensive income attributable to Mosaic
|
$
|
41.0
|
|
|
$
|
524.1
|
|
|
March 31,
2017 |
|
December 31,
2016 |
|||||
Assets
|
|
|
|
|||||
Current assets:
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
675.3
|
|
|
$
|
673.1
|
|
|
Receivables, net
|
577.8
|
|
|
627.8
|
|
|||
Inventories
|
1,533.7
|
|
|
1,391.1
|
|
|||
Other current assets
|
429.4
|
|
|
365.7
|
|
|||
Total current assets
|
3,216.2
|
|
|
3,057.7
|
|
|||
Property, plant and equipment, net of accumulated depreciation of $5,879.5 million and $5,718.7 million, respectively
|
9,295.0
|
|
|
9,198.5
|
|
|||
Investments in nonconsolidated companies
|
1,063.6
|
|
|
1,063.1
|
|
|||
Goodwill
|
1,639.1
|
|
|
1,630.9
|
|
|||
Deferred income taxes
|
809.7
|
|
|
836.4
|
|
|||
Other assets
|
1,072.8
|
|
|
1,054.1
|
|
|||
Total assets
|
$
|
17,096.4
|
|
|
$
|
16,840.7
|
|
|
Liabilities and Equity
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|||||
Short-term debt
|
$
|
124.1
|
|
|
$
|
0.1
|
|
|
Current maturities of long-term debt
|
40.9
|
|
|
38.8
|
|
|||
Structured accounts payable arrangements
|
202.3
|
|
|
128.8
|
|
|||
Accounts payable
|
536.7
|
|
|
471.8
|
|
|||
Accrued liabilities
|
729.4
|
|
|
837.3
|
|
|||
Total current liabilities
|
1,633.4
|
|
|
1,476.8
|
|
|||
Long-term debt, less current maturities
|
3,786.6
|
|
|
3,779.3
|
|
|||
Deferred income taxes
|
1,048.3
|
|
|
1,009.2
|
|
|||
Other noncurrent liabilities
|
967.6
|
|
|
952.9
|
|
|||
Equity:
|
|
|
|
|||||
Preferred Stock, $0.01 par value, 15,000,000 shares authorized, none issued and outstanding as of March 31, 2017 and December 31, 2016
|
—
|
|
|
—
|
|
|||
Common Stock, $0.01 par value, 1,000,000,000 shares authorized, 388,966,019 shares issued and 351,017,170 shares outstanding as of March 31, 2017, 388,187,398 shares issued and 350,238,549 shares outstanding as of December 31, 2016
|
3.5
|
|
|
3.5
|
|
|||
Capital in excess of par value
|
27.6
|
|
|
29.9
|
|
|||
Retained earnings
|
10,861.0
|
|
|
10,863.4
|
|
|||
Accumulated other comprehensive income (loss)
|
(1,270.3
|
)
|
|
(1,312.2
|
)
|
|||
Total Mosaic stockholders' equity
|
9,621.8
|
|
|
9,584.6
|
|
|||
Noncontrolling interests
|
38.7
|
|
|
37.9
|
|
|||
Total equity
|
9,660.5
|
|
|
9,622.5
|
|
|||
Total liabilities and equity
|
$
|
17,096.4
|
|
|
$
|
16,840.7
|
|
|
Three months ended
|
|||||||
March 31,
2017 |
|
March 31,
2016 |
||||||
Cash Flows from Operating Activities:
|
|
|
|
|||||
Net earnings including noncontrolling interests
|
$
|
(1.1
|
)
|
|
$
|
256.9
|
|
|
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:
|
|
|
|
|||||
Depreciation, depletion and amortization
|
158.8
|
|
|
183.7
|
|
|||
Deferred and other income taxes
|
59.1
|
|
|
(53.4
|
)
|
|||
Equity in net loss (earnings) of nonconsolidated companies, net of dividends
|
—
|
|
|
7.6
|
|
|||
Accretion expense for asset retirement obligations
|
6.5
|
|
|
9.4
|
|
|||
Share-based compensation expense
|
15.9
|
|
|
16.9
|
|
|||
Unrealized (gain) loss on derivatives
|
1.8
|
|
|
(54.2
|
)
|
|||
Other
|
9.0
|
|
|
6.6
|
|
|||
Changes in assets and liabilities, excluding effects of acquisition:
|
|
|
|
|||||
Receivables, net
|
45.7
|
|
|
17.1
|
|
|||
Inventories
|
(133.3
|
)
|
|
34.3
|
|
|||
Other current and noncurrent assets
|
(67.7
|
)
|
|
(22.0
|
)
|
|||
Accounts payable and accrued liabilities
|
38.6
|
|
|
(137.7
|
)
|
|||
Other noncurrent liabilities
|
12.7
|
|
|
0.7
|
|
|||
Net cash provided by operating activities
|
146.0
|
|
|
265.9
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|||||
Capital expenditures
|
(223.8
|
)
|
|
(235.6
|
)
|
|||
Purchases of available-for-sale securities - restricted
|
(736.1
|
)
|
|
—
|
|
|||
Proceeds from sale of available-for-sale securities - restricted
|
734.3
|
|
|
—
|
|
|||
Investments in consolidated affiliate
|
(25.0
|
)
|
|
(38.5
|
)
|
|||
Other
|
5.0
|
|
|
0.3
|
|
|||
Net cash used in investing activities
|
(245.6
|
)
|
|
(273.8
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|||||
Payments of short-term debt
|
(14.5
|
)
|
|
(74.1
|
)
|
|||
Proceeds from issuance of short-term debt
|
143.0
|
|
|
90.2
|
|
|||
Payments of structured accounts payable arrangements
|
(35.3
|
)
|
|
(224.3
|
)
|
|||
Proceeds from structured accounts payable arrangements
|
107.3
|
|
|
95.8
|
|
|||
Payments of long-term debt
|
(1.6
|
)
|
|
(1.2
|
)
|
|||
Proceeds from issuance of long-term debt
|
1.3
|
|
|
—
|
|
|||
Proceeds from settlement of swaps
|
—
|
|
|
4.2
|
|
|||
Proceeds from stock option exercises
|
—
|
|
|
0.8
|
|
|||
Repurchases of stock
|
—
|
|
|
(75.0
|
)
|
|||
Cash dividends paid
|
(96.4
|
)
|
|
(96.2
|
)
|
|||
Other
|
(1.6
|
)
|
|
(0.2
|
)
|
|||
Net cash provided by (used in) financing activities
|
102.2
|
|
|
(280.0
|
)
|
|||
Effect of exchange rate changes on cash
|
3.0
|
|
|
69.7
|
|
|||
Net change in cash, cash equivalents and restricted cash
|
5.6
|
|
|
(218.2
|
)
|
|||
Cash, cash equivalents and restricted cash - December 31
|
711.4
|
|
|
2,137.0
|
|
|||
Cash, cash equivalents and restricted cash - March 31
|
$
|
717.0
|
|
|
$
|
1,918.8
|
|
|
Three months ended
|
||||||
|
March 31,
2017 |
|
March 31,
2016 |
||||
|
|||||||
Reconciliation of cash, cash equivalents and restricted cash reported within the unaudited condensed consolidated balance sheets to the unaudited statements of cash flows:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
675.3
|
|
|
$
|
1,057.7
|
|
Restricted cash in other current assets
|
7.1
|
|
|
9.2
|
|
||
Restricted cash in other assets
|
34.6
|
|
|
851.9
|
|
||
Total cash, cash equivalents and restricted cash shown in the unaudited statement of cash flows
|
$
|
717.0
|
|
|
$
|
1,918.8
|
|
|
|
|
|
||||
|
|
|
|
||||
|
|
|
|
||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest (net of amount capitalized of $8.6 and $9.1 for the three months ended March 31, 2017 and 2016, respectively)
|
$
|
8.3
|
|
|
$
|
3.3
|
|
Income taxes (net of refunds)
|
(0.4
|
)
|
|
6.9
|
|
|
|
|
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, 2015
|
352.5
|
|
|
$
|
3.5
|
|
|
$
|
6.4
|
|
|
$
|
11,014.8
|
|
|
$
|
(1,492.9
|
)
|
|
$
|
33.2
|
|
|
$
|
9,565.0
|
|
Total comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
297.8
|
|
|
180.7
|
|
|
5.5
|
|
|
484.0
|
|
||||||
Stock option exercises
|
0.5
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
29.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29.2
|
|
||||||
Repurchases of stock
|
(2.8
|
)
|
|
—
|
|
|
(9.5
|
)
|
|
(65.5
|
)
|
|
—
|
|
|
—
|
|
|
(75.0
|
)
|
||||||
Dividends ($1.10 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(383.7
|
)
|
|
—
|
|
|
—
|
|
|
(383.7
|
)
|
||||||
Dividends for noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
(0.8
|
)
|
||||||
Balance as of December 31, 2016
|
350.2
|
|
|
$
|
3.5
|
|
|
$
|
29.9
|
|
|
$
|
10,863.4
|
|
|
$
|
(1,312.2
|
)
|
|
$
|
37.9
|
|
|
$
|
9,622.5
|
|
Total comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
41.9
|
|
|
1.0
|
|
|
42.0
|
|
||||||
Vesting of restricted stock units
|
0.8
|
|
|
—
|
|
|
(18.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18.2
|
)
|
||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
15.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.9
|
|
||||||
Dividends ($0.275 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
||||||
Dividends for noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||||
Balance as of March 31, 2017
|
351.0
|
|
|
$
|
3.5
|
|
|
$
|
27.6
|
|
|
$
|
10,861.0
|
|
|
$
|
(1,270.3
|
)
|
|
$
|
38.7
|
|
|
$
|
9,660.5
|
|
•
|
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
") a 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 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)
|
|
|
|
|
|
|
|
|
|
|
THE MOSAIC COMPANY
|
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
March 31,
2017 |
|
December 31,
2016 |
|||||
Other current assets
|
|
|
|
|||||
Final price deferred
(a)
|
$
|
11.9
|
|
|
$
|
31.6
|
|
|
Income and other taxes receivable
|
209.1
|
|
|
146.3
|
|
|||
Prepaid expenses
|
123.8
|
|
|
99.9
|
|
|||
Other
|
84.6
|
|
|
87.9
|
|
|||
|
$
|
429.4
|
|
|
$
|
365.7
|
|
|
|
|
|
|
|||||
Other assets
|
|
|
|
|||||
MRO inventory
|
$
|
111.2
|
|
|
$
|
115.6
|
|
|
Marketable securities held in trust
|
614.1
|
|
|
611.0
|
|
|||
Restricted cash
|
34.6
|
|
|
31.3
|
|
|||
Other
|
312.9
|
|
|
296.2
|
|
|||
|
$
|
1,072.8
|
|
|
$
|
1,054.1
|
|
|
|
|
|
|
|||||
Accrued liabilities
|
|
|
|
|||||
Accrued dividends
|
$
|
—
|
|
|
$
|
101.8
|
|
|
Payroll and employee benefits
|
108.1
|
|
|
142.9
|
|
|||
Asset retirement obligations
|
98.6
|
|
|
102.0
|
|
|||
Customer prepayments
|
188.4
|
|
|
145.6
|
|
|||
Other
|
334.3
|
|
|
345.0
|
|
|||
|
$
|
729.4
|
|
|
$
|
837.3
|
|
|
|
|
|
|
|||||
Other noncurrent liabilities
|
|
|
|
|||||
Asset retirement obligations
|
$
|
751.8
|
|
|
$
|
747.9
|
|
|
Accrued pension and postretirement benefits
|
64.4
|
|
|
64.9
|
|
|||
Unrecognized tax benefits
|
36.6
|
|
|
27.2
|
|
|||
Other
|
114.8
|
|
|
112.9
|
|
|||
|
$
|
967.6
|
|
|
$
|
952.9
|
|
|
|
|
|
|
|
|
|
|
|
THE MOSAIC COMPANY
|
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
Three months ended
|
||||||
March 31,
|
|||||||
2017
|
|
2016
|
|||||
Net earnings (loss) attributable to Mosaic
|
$
|
(0.9
|
)
|
|
$
|
256.8
|
|
Basic weighted average number of shares outstanding
|
350.5
|
|
|
351.3
|
|
||
Dilutive impact of share-based awards
|
—
|
|
|
1.9
|
|
||
Diluted weighted average number of shares outstanding
|
350.5
|
|
|
353.2
|
|
||
Basic net earnings (loss) per share attributable to Mosaic
|
$
|
—
|
|
|
$
|
0.73
|
|
Diluted net earnings (loss) per share attributable to Mosaic
|
$
|
—
|
|
|
$
|
0.73
|
|
|
March 31,
2017 |
|
December 31,
2016 |
|||||
Raw materials
|
$
|
44.1
|
|
|
$
|
42.9
|
|
|
Work in process
|
327.0
|
|
|
332.9
|
|
|||
Finished goods
|
1,030.0
|
|
|
936.7
|
|
|||
Final price deferred
|
53.3
|
|
|
—
|
|
|||
Operating materials and supplies
|
79.3
|
|
|
78.6
|
|
|||
|
$
|
1,533.7
|
|
|
$
|
1,391.1
|
|
|
|
|
|
|
|
|
|
|
|
THE MOSAIC COMPANY
|
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
Phosphates
|
|
Potash
|
|
International Distribution
|
|
Total
|
||||||||
Balance as of December 31, 2016
|
$
|
492.4
|
|
|
$
|
1,013.6
|
|
|
$
|
124.9
|
|
|
$
|
1,630.9
|
|
Foreign currency translation
|
—
|
|
|
7.0
|
|
|
1.2
|
|
|
8.2
|
|
||||
Balance as of March 31, 2017
|
$
|
492.4
|
|
|
$
|
1,020.6
|
|
|
$
|
126.1
|
|
|
$
|
1,639.1
|
|
|
|
|
|
|
|
|
|
|
|
THE MOSAIC COMPANY
|
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
March 31, 2017
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Level 1
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.2
|
|
Level 2
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
202.3
|
|
|
0.2
|
|
|
(3.9
|
)
|
|
198.6
|
|
||||
Municipal bonds
|
157.1
|
|
|
0.2
|
|
|
(4.7
|
)
|
|
152.6
|
|
||||
U.S. government bonds
|
257.9
|
|
|
1.0
|
|
|
—
|
|
|
258.9
|
|
||||
Total
|
$
|
619.5
|
|
|
$
|
1.4
|
|
|
$
|
(8.6
|
)
|
|
$
|
612.3
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2016
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Level 1
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.2
|
|
Level 2
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
180.2
|
|
|
—
|
|
|
(4.3
|
)
|
|
175.9
|
|
||||
Municipal bonds
|
180.9
|
|
|
—
|
|
|
(6.6
|
)
|
|
174.3
|
|
||||
U.S. government bonds
|
257.4
|
|
|
0.1
|
|
|
(0.3
|
)
|
|
257.2
|
|
||||
Total
|
$
|
619.7
|
|
|
$
|
0.1
|
|
|
$
|
(11.2
|
)
|
|
$
|
608.6
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Less than 12 months
(a)
|
|
Less than 12 months
(a)
|
||||||||||||
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||||||
Corporate debt securities
|
$
|
173.0
|
|
|
$
|
(3.9
|
)
|
|
$
|
163.7
|
|
|
$
|
(4.3
|
)
|
Municipal bonds
|
123.6
|
|
|
(4.7
|
)
|
|
162.7
|
|
|
(6.6
|
)
|
||||
U.S. government bonds
|
1.3
|
|
|
—
|
|
|
202.3
|
|
|
(0.3
|
)
|
||||
Total
|
$
|
297.9
|
|
|
$
|
(8.6
|
)
|
|
$
|
528.7
|
|
|
$
|
(11.2
|
)
|
|
|
|
|
|
|
|
|
|
|
THE MOSAIC COMPANY
|
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
March 31, 2017
|
||
Due in one year or less
|
$
|
15.5
|
|
Due after one year through five years
|
374.4
|
|
|
Due after five years through ten years
|
165.5
|
|
|
Due after ten years
|
54.7
|
|
|
Total debt securities
|
$
|
610.1
|
|
•
|
Payment of a cash penalty of approximately
$8 million
, in the aggregate, which was made in August 2016.
|
•
|
Payment of up to
$2.2 million
to fund specific environmental projects unrelated to our facilities, of which approximately
$1.0 million
was paid in August 2016.
|
•
|
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 Gypstack Closure Costs for Gypstacks at the covered facilities. The RCRA Trusts are discussed below and in Note
9
to our Condensed Consolidated Financial Statements. We are also required to issue a
$50 million
letter of credit in 2017 to further support our financial assurance obligations under the Florida 2015 Consent Decree. In addition, we have agreed to guarantee the difference between the amounts held in each RCRA Trust (including any earnings) and the estimated closure and long-term care costs.
|
|
|
|
|
|
|
|
|
|
|
THE MOSAIC COMPANY
|
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
•
|
implement a remediation plan to close the sinkhole;
|
•
|
install additional groundwater monitoring wells and perform additional on- and off-site groundwater monitoring;
|
•
|
in the event monitored off-site water does not comply with applicable standards as a result of the incident, perform site assessment and rehabilitation and provide drinking water or treatment services until compliance is achieved or a permanent alternative water supply provided;
|
•
|
operate an existing recovery well and install and maintain a standby recovery well;
|
•
|
provide financial assurance of no less than
$40 million
, which we have done without the need for any expenditure of corporate funds through satisfaction of a financial strength test and Mosaic parent guarantee, to support off-site
|
|
|
|
|
|
|
|
|
|
|
THE MOSAIC COMPANY
|
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
•
|
evaluate the risk of potential future sinkhole formation at the New Wales facility and at Mosaic Fertilizer’s active Gypstack operations at the Bartow, Riverview and Plant City facilities with recommendations to address any identified issues; and
|
•
|
reimburse agreed cost of regulators in connection with the incident.
|
|
|
|
|
|
|
|
|
|
|
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)
|
(in millions of Units)
|
|
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||
Derivative Instrument
|
Derivative Category
|
Unit of Measure
|
||||||||
Foreign currency derivatives
|
|
Foreign currency
|
|
US Dollars
|
|
879.6
|
|
|
949.9
|
|
Interest rate derivatives - fixed-to-floating
|
|
Interest rate
|
|
US Dollars
|
|
585.0
|
|
|
310.0
|
|
Interest rate derivatives - preissuance
|
|
Interest rate
|
|
US Dollars
|
|
600.0
|
|
|
100.0
|
|
Natural gas derivatives
|
|
Commodity
|
|
MMbtu
|
|
35.3
|
|
|
21.7
|
|
|
|
|
|
|
|
|
|
|
|
THE MOSAIC COMPANY
|
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
March 31, 2017
|
|
December 31, 2016
|
|||||||||||||
Carrying Amount
|
|
Fair Value
|
Carrying Amount
|
|
Fair Value
|
|||||||||||
Cash and cash equivalents
|
$
|
675.3
|
|
|
$
|
675.3
|
|
|
$
|
673.1
|
|
|
$
|
673.1
|
|
|
Receivables, net
|
577.8
|
|
|
577.8
|
|
|
627.8
|
|
|
627.8
|
|
|||||
Accounts payable
|
536.7
|
|
|
536.7
|
|
|
471.8
|
|
|
471.8
|
|
|||||
Structured accounts payable arrangements
|
202.3
|
|
|
202.3
|
|
|
128.8
|
|
|
128.8
|
|
|||||
Short-term debt
|
124.1
|
|
|
124.1
|
|
|
0.1
|
|
|
0.1
|
|
|||||
Long-term debt, including current portion
|
3,827.5
|
|
|
3,961.4
|
|
|
3,818.1
|
|
|
3,854.8
|
|
|
|
|
|
|
|
|
|
|
|
THE MOSAIC COMPANY
|
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
Three months ended
|
||||||
March 31,
|
|||||||
|
2017
|
|
2016
|
||||
Transactions with non-consolidated companies included in net sales
|
$
|
149.6
|
|
|
$
|
147.2
|
|
Transactions with non-consolidated companies included in cost of goods sold
|
162.3
|
|
|
134.5
|
|
|
|
|
|
|
|
|
|
|
|
THE MOSAIC COMPANY
|
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
Phosphates
|
|
Potash
|
|
International Distribution
|
|
Corporate, Eliminations and Other
|
|
Total
|
||||||||||
Three months ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales to external customers
|
$
|
670.9
|
|
|
$
|
410.2
|
|
|
$
|
487.2
|
|
|
$
|
9.8
|
|
|
$
|
1,578.1
|
|
Intersegment net sales
|
168.2
|
|
|
3.9
|
|
|
0.2
|
|
|
(172.3
|
)
|
|
—
|
|
|||||
Net sales
|
839.1
|
|
|
414.1
|
|
|
487.4
|
|
|
(162.5
|
)
|
|
1,578.1
|
|
|||||
Gross margin
|
56.5
|
|
|
69.4
|
|
|
27.8
|
|
|
(24.1
|
)
|
|
129.6
|
|
|||||
Canadian resource taxes
|
—
|
|
|
23.3
|
|
|
—
|
|
|
—
|
|
|
23.3
|
|
|||||
Gross margin (excluding Canadian resource taxes)
|
56.5
|
|
|
92.7
|
|
|
27.8
|
|
|
(24.1
|
)
|
|
152.9
|
|
|||||
Operating earnings (loss)
|
16.7
|
|
|
35.8
|
|
|
11.3
|
|
|
(33.7
|
)
|
|
30.1
|
|
|||||
Depreciation, depletion and amortization expense
|
79.8
|
|
|
68.4
|
|
|
4.4
|
|
|
6.2
|
|
|
158.8
|
|
|||||
Capital expenditures
|
103.4
|
|
|
105.5
|
|
|
8.4
|
|
|
6.5
|
|
|
223.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Three months ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales to external customers
|
$
|
807.0
|
|
|
$
|
391.2
|
|
|
$
|
466.6
|
|
|
$
|
9.2
|
|
|
$
|
1,674.0
|
|
Intersegment net sales
|
102.4
|
|
|
3.0
|
|
|
0.2
|
|
|
(105.6
|
)
|
|
—
|
|
|||||
Net sales
|
909.4
|
|
|
394.2
|
|
|
466.8
|
|
|
(96.4
|
)
|
|
1,674.0
|
|
|||||
Gross margin
|
64.6
|
|
|
98.2
|
|
|
11.7
|
|
|
62.2
|
|
|
236.7
|
|
|||||
Canadian resource taxes
|
—
|
|
|
18.3
|
|
|
—
|
|
|
—
|
|
|
18.3
|
|
|||||
Gross margin (excluding Canadian resource taxes)
|
64.6
|
|
|
116.5
|
|
|
11.7
|
|
|
62.2
|
|
|
255.0
|
|
|||||
Operating earnings (loss)
|
17.7
|
|
|
85.7
|
|
|
(4.4
|
)
|
|
64.4
|
|
|
163.4
|
|
|||||
Depreciation, depletion and amortization expense
|
98.5
|
|
|
75.3
|
|
|
3.5
|
|
|
6.4
|
|
|
183.7
|
|
|||||
Capital expenditures
|
111.6
|
|
|
112.7
|
|
|
5.3
|
|
|
6.0
|
|
|
235.6
|
|
|||||
Total Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
As of March 31, 2017
|
$
|
7,510.5
|
|
|
$
|
7,699.2
|
|
|
$
|
1,684.5
|
|
|
$
|
202.2
|
|
|
$
|
17,096.4
|
|
As of December 31, 2016
|
7,679.7
|
|
|
7,777.9
|
|
|
1,477.1
|
|
|
(94.0
|
)
|
|
16,840.7
|
|
|
|
|
|
|
|
|
|
|
|
THE MOSAIC COMPANY
|
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
|
|
Three months ended
|
|
|
|
|
|||||||||
|
March 31,
|
|
2017-2016
|
|||||||||||
(in millions, except per share data)
|
2017
|
|
2016
|
|
Change
|
|
Percent
|
|||||||
Net sales
|
$
|
1,578.1
|
|
|
$
|
1,674.0
|
|
|
$
|
(95.9
|
)
|
|
(6
|
)%
|
Cost of goods sold
|
1,448.5
|
|
|
1,437.3
|
|
|
11.2
|
|
|
1
|
%
|
|||
Gross margin
|
129.6
|
|
|
236.7
|
|
|
(107.1
|
)
|
|
(45
|
)%
|
|||
Gross margin percentage
|
8
|
%
|
|
14
|
%
|
|
|
|
|
|||||
Selling, general and administrative expenses
|
80.9
|
|
|
89.8
|
|
|
(8.9
|
)
|
|
(10
|
)%
|
|||
Other operating expense (income)
|
18.6
|
|
|
(16.5
|
)
|
|
35.1
|
|
|
NM
|
|
|||
Operating earnings
|
30.1
|
|
|
163.4
|
|
|
(133.3
|
)
|
|
(82
|
)%
|
|||
Interest expense, net
|
(25.8
|
)
|
|
(26.1
|
)
|
|
0.3
|
|
|
(1
|
)%
|
|||
Foreign currency transaction gain
|
8.9
|
|
|
87.8
|
|
|
(78.9
|
)
|
|
(90
|
)%
|
|||
Other income (expense)
|
(4.5
|
)
|
|
0.6
|
|
|
(5.1
|
)
|
|
NM
|
|
|||
Earnings from consolidated companies before income taxes
|
8.7
|
|
|
225.7
|
|
|
(217.0
|
)
|
|
(96
|
)%
|
|||
Provision for (benefit from) income taxes
|
9.7
|
|
|
(28.7
|
)
|
|
38.4
|
|
|
NM
|
|
|||
Earnings (loss) from consolidated companies
|
(1.0
|
)
|
|
254.4
|
|
|
(255.4
|
)
|
|
NM
|
|
|||
Equity in net earnings (loss) of nonconsolidated companies
|
(0.1
|
)
|
|
2.5
|
|
|
(2.6
|
)
|
|
NM
|
|
|||
Net earnings (loss) including noncontrolling interests
|
(1.1
|
)
|
|
256.9
|
|
|
(258.0
|
)
|
|
NM
|
|
|||
Less: Net earnings (loss) attributable to noncontrolling interests
|
(0.2
|
)
|
|
0.1
|
|
|
(0.3
|
)
|
|
NM
|
|
|||
Net earnings (loss) attributable to Mosaic
|
$
|
(0.9
|
)
|
|
$
|
256.8
|
|
|
$
|
(257.7
|
)
|
|
NM
|
|
Diluted net earnings (loss) per share attributable to Mosaic
|
$
|
0.00
|
|
|
$
|
0.73
|
|
|
$
|
(0.73
|
)
|
|
(100
|
)%
|
Diluted weighted average number of shares outstanding
|
350.5
|
|
|
353.2
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|||||||||
|
March 31,
|
|
2017-2016
|
|||||||||||
(in millions, except price per tonne or unit)
|
2017
|
|
2016
|
|
Change
|
|
Percent
|
|||||||
Net sales:
|
|
|
|
|
|
|
|
|||||||
North America
|
$
|
468.7
|
|
|
$
|
597.6
|
|
|
$
|
(128.9
|
)
|
|
(22
|
)%
|
International
|
370.4
|
|
|
311.8
|
|
|
58.6
|
|
|
19
|
%
|
|||
Total
|
839.1
|
|
|
909.4
|
|
|
(70.3
|
)
|
|
(8
|
)%
|
|||
Cost of goods sold
|
782.6
|
|
|
844.8
|
|
|
(62.2
|
)
|
|
(7
|
)%
|
|||
Gross margin
|
$
|
56.5
|
|
|
$
|
64.6
|
|
|
$
|
(8.1
|
)
|
|
(13
|
)%
|
Gross margin as a percentage of net sales
|
7
|
%
|
|
7
|
%
|
|
|
|
|
|||||
Sales volume (in thousands of metric tonnes)
|
|
|
|
|
|
|
|
|||||||
Crop Nutrients
|
|
|
|
|
|
|
|
|||||||
North America - DAP/MAP
(a)
|
831
|
|
|
951
|
|
|
(120
|
)
|
|
(13
|
)%
|
|||
International - DAP/MAP
(a)(b)
|
655
|
|
|
656
|
|
|
(1
|
)
|
|
0
|
%
|
|||
MicroEssentials®
(b)
|
692
|
|
|
468
|
|
|
224
|
|
|
48
|
%
|
|||
Feed and Other
(b)
|
94
|
|
|
131
|
|
|
(37
|
)
|
|
(28
|
)%
|
|||
Total Phosphates Segment Tonnes
|
2,272
|
|
|
2,206
|
|
|
66
|
|
|
3
|
%
|
|||
Average selling price per tonne:
|
|
|
|
|
|
|
|
|||||||
DAP (FOB plant)
|
$
|
327
|
|
|
$
|
355
|
|
|
$
|
(28
|
)
|
|
(8
|
)%
|
Average cost per unit consumed in cost of goods sold:
|
|
|
|
|
|
|
|
|||||||
Ammonia (metric tonne)
|
$
|
285
|
|
|
$
|
370
|
|
|
$
|
(85
|
)
|
|
(23
|
)%
|
Sulfur (long ton)
|
87
|
|
|
130
|
|
|
(43
|
)
|
|
(33
|
)%
|
|||
Blended rock (metric tonne)
|
59
|
|
|
60
|
|
|
(1
|
)
|
|
(2
|
)%
|
|||
Production volume (in thousands of metric tonnes)
|
2,303
|
|
|
2,205
|
|
|
98
|
|
|
4
|
%
|
|
Three months ended
|
|
|
|
|
|||||||||
|
March 31,
|
|
2017-2016
|
|||||||||||
(in millions, except price per tonne or unit)
|
2017
|
|
2016
|
|
Change
|
|
Percent
|
|||||||
Net sales:
|
|
|
|
|
|
|
|
|||||||
North America
|
$
|
253.9
|
|
|
$
|
241.8
|
|
|
$
|
12.1
|
|
|
5
|
%
|
International
|
160.2
|
|
|
152.4
|
|
|
7.8
|
|
|
5
|
%
|
|||
Total
|
414.1
|
|
|
394.2
|
|
|
19.9
|
|
|
5
|
%
|
|||
Cost of goods sold
|
344.7
|
|
|
296.0
|
|
|
48.7
|
|
|
16
|
%
|
|||
Gross margin
|
$
|
69.4
|
|
|
$
|
98.2
|
|
|
$
|
(28.8
|
)
|
|
(29
|
)%
|
Gross margin as a percentage of net sales
|
17
|
%
|
|
25
|
%
|
|
|
|
|
|||||
Canadian resource taxes (CRT)
|
23.3
|
|
|
18.3
|
|
|
5.0
|
|
|
27
|
%
|
|||
Gross margin (excluding CRT)
(a)
|
$
|
92.7
|
|
|
$
|
116.5
|
|
|
$
|
(23.8
|
)
|
|
(20
|
)%
|
Gross margin (excluding CRT) as a percentage of net sales
(a)
|
22
|
%
|
|
30
|
%
|
|
|
|
|
|||||
Sales volume (in thousands of metric tonnes)
|
|
|
|
|
|
|
|
|||||||
Crop Nutrients:
|
|
|
|
|
|
|
|
|||||||
North America
|
803
|
|
|
650
|
|
|
153
|
|
|
24
|
%
|
|||
International
(b)
|
1,024
|
|
|
749
|
|
|
275
|
|
|
37
|
%
|
|||
Total
|
1,827
|
|
|
1,399
|
|
|
428
|
|
|
31
|
%
|
|||
Non-agricultural
|
146
|
|
|
147
|
|
|
(1
|
)
|
|
(1
|
)%
|
|||
Total Potash Segment Tonnes
|
1,973
|
|
|
1,546
|
|
|
427
|
|
|
28
|
%
|
|||
Average selling price per tonne (FOB plant):
|
|
|
|
|
|
|
|
|||||||
MOP - North America
(c)
|
$
|
189
|
|
|
$
|
184
|
|
|
$
|
5
|
|
|
3
|
%
|
MOP - International
|
150
|
|
|
195
|
|
|
(45
|
)
|
|
(23
|
)%
|
|||
MOP - Average
(d)
|
172
|
|
|
207
|
|
|
(35
|
)
|
|
(17
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Production volume (in thousands of metric tonnes)
|
2,048
|
|
|
2,018
|
|
|
30
|
|
|
1
|
%
|
|
Three months ended
|
|
|
|
|
|||||||||
|
March 31,
|
|
2017-2016
|
|||||||||||
(in millions, except price per tonne or unit)
|
2017
|
|
2016
|
|
Change
|
|
Percent
|
|||||||
Net Sales
|
$
|
487.4
|
|
|
$
|
466.8
|
|
|
$
|
20.6
|
|
|
4
|
%
|
Cost of goods sold
|
459.6
|
|
|
455.1
|
|
|
4.5
|
|
|
1
|
%
|
|||
Gross margin
|
$
|
27.8
|
|
|
$
|
11.7
|
|
|
$
|
16.1
|
|
|
138
|
%
|
Gross margin as a percent of net sales
|
6
|
%
|
|
3
|
%
|
|
|
|
|
|||||
Gross margin per sales tonne
|
$
|
21
|
|
|
$
|
9
|
|
|
|
|
|
|||
Sales volume (in thousands of metric tonnes)
|
|
|
|
|
||||||||||
Total
|
1,335
|
|
|
1,268
|
|
|
67
|
|
|
5
|
%
|
|||
Realized prices ($/tonne)
|
|
|
|
|
|
|
|
|||||||
Average price (FOB destination)
(a)
|
$
|
360
|
|
|
$
|
365
|
|
|
$
|
(5
|
)
|
|
(1
|
)%
|
Purchases ('000 tonnes)
|
|
|
|
|
|
|
|
|||||||
DAP/MAP from Mosaic
|
169
|
|
|
167
|
|
|
2
|
|
|
1
|
%
|
|||
MicroEssentials® from Mosaic
|
314
|
|
|
101
|
|
|
213
|
|
|
NM
|
|
|||
Potash from Mosaic/Canpotex
|
650
|
|
|
360
|
|
|
290
|
|
|
81
|
%
|
|
Three months ended
|
|
|
|
|
|||||||||
|
March 31,
|
|
2017-2016
|
|||||||||||
(in millions)
|
2017
|
|
2016
|
|
Change
|
|
Percent
|
|||||||
Selling, general and administrative expenses
|
$
|
80.9
|
|
|
$
|
89.8
|
|
|
$
|
(8.9
|
)
|
|
(10
|
)%
|
Other operating expense (income)
|
18.6
|
|
|
(16.5
|
)
|
|
35.1
|
|
|
NM
|
|
|||
Interest (expense)
|
(32.9
|
)
|
|
(31.8
|
)
|
|
(1.1
|
)
|
|
3
|
%
|
|||
Interest income
|
7.1
|
|
|
5.7
|
|
|
1.4
|
|
|
25
|
%
|
|||
Interest expense, net
|
(25.8
|
)
|
|
(26.1
|
)
|
|
0.3
|
|
|
(1
|
)%
|
|||
Foreign currency transaction gain
|
8.9
|
|
|
87.8
|
|
|
(78.9
|
)
|
|
(90
|
)%
|
|||
Other income (expense)
|
(4.5
|
)
|
|
0.6
|
|
|
(5.1
|
)
|
|
NM
|
|
|||
Provision for (benefit from) income taxes
|
9.7
|
|
|
(28.7
|
)
|
|
38.4
|
|
|
NM
|
|
Three months ended
|
|
Effective Tax Rate
|
|
Provision for Income Taxes
|
||||
March 31, 2017
|
|
111.5
|
%
|
|
$
|
9.7
|
|
|
March 31, 2016
|
|
(12.7
|
)%
|
|
(28.7
|
)
|
|
|
Three months ended March 31,
|
||||||
(in millions)
|
|
2017
|
|
2016
|
||||
Sales
|
|
$
|
414.1
|
|
|
$
|
394.2
|
|
Gross margin
|
|
69.4
|
|
|
98.2
|
|
||
Gross margin as a percentage of net sales
|
|
16.8
|
%
|
|
24.9
|
%
|
||
Canadian resource taxes
|
|
23.3
|
|
|
18.3
|
|
||
Gross margin, (excluding CRT)
|
|
$
|
92.7
|
|
|
$
|
116.5
|
|
Gross margin (excluding CRT) as a percentage of net sales
|
|
22.4
|
%
|
|
29.6
|
%
|
(in millions)
|
Three months ended
|
|
|
|
|
|||||||||
March 31,
|
|
2017-2016
|
||||||||||||
Cash Flow
|
2017
|
|
2016
|
|
Change
|
|
Percent
|
|||||||
Net cash provided by operating activities
|
$
|
146.0
|
|
|
$
|
265.9
|
|
|
$
|
(119.9
|
)
|
|
(45
|
)%
|
Net cash used in investing activities
|
(245.6
|
)
|
|
(273.8
|
)
|
|
28.2
|
|
|
(10
|
)%
|
|||
Net cash provided by (used in) financing activities
|
102.2
|
|
|
(280.0
|
)
|
|
382.2
|
|
|
NM
|
|
•
|
risks and uncertainties arising from the possibility that the closing of the proposed Transaction may be delayed or may not occur, including delays or risks arising from any inability to obtain governmental approvals of the Transaction on the proposed terms and schedule, any inability of Vale to achieve certain other specified regulatory and operational milestones or to successfully complete the transfer of the Cubatão business to Vale and its affiliates in a timely manner, and the ability to satisfy any of the other closing conditions; our ability to secure financing, or financing on satisfactory terms and in amounts sufficient to fund the cash portion of the purchase price without the need for additional funds from other liquidity sources; and difficulties with realization of the benefits of the proposed Transaction, including the risks that the acquired business may not be integrated successfully or that the anticipated synergies or cost or capital expenditure savings from the Transaction may not be fully realized or may take longer to realize than expected, including because of political and economic instability in Brazil or changes in government policy in Brazil;
|
•
|
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 actions by members of Canpotex to prove the production capacity of potash expansion projects, through proving runs or otherwise;
|
•
|
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 and 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 or related to greenhouse gas emissions, including carbon taxes or other measures that may be proposed in Canada or other jurisdictions in which we operate, or of restrictions or liabilities related to elevated levels of naturally-occurring radiation that arise from disturbing the ground in the course of mining activities or possible efforts to reduce the flow of nutrients into the Gulf of Mexico, the Mississippi River basin or elsewhere;
|
•
|
the potential costs and effects of implementation of federal or state water quality standards for the discharge of nitrogen and/or phosphorus into Florida waterways;
|
•
|
the financial resources of our competitors, including state-owned and government-subsidized entities in other countries;
|
•
|
the possibility of defaults by our customers on trade credit that we extend to them or on indebtedness that they incur to purchase our products and that we guarantee, 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, and the potential costs and effects of compliance with new regulations affecting our workforce, which increasingly focus on wages and hours, healthcare, retirement and other employee benefits;
|
•
|
brine inflows at our 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 benefits under our long-term natural gas based pricing ammonia supply agreement with CF Industries, Inc., including the risks that the cost savings initially anticipated from the agreement may not be fully realized over the term of the agreement or that the price of natural gas or the market price for ammonia during the agreement's term are at levels at which the agreement’s natural gas based pricing is disadvantageous to us, compared with purchases in the spot market; and
|
•
|
other risk factors reported from time to time in our Securities and Exchange Commission reports.
|
(in millions US$)
|
As of March 31, 2017
|
|
As of December 31, 2016
|
||||||||||||||||||||
Expected Maturity Date
|
|
Fair Value
|
Expected Maturity Date
|
|
Fair Value
|
||||||||||||||||||
Years ending December 31,
|
|
Year ending December 31,
|
|||||||||||||||||||||
2017
|
|
2018
|
|
2017
|
|
2018
|
|||||||||||||||||
Foreign Currency Exchange Forwards
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Canadian Dollar
|
|
|
|
|
$
|
(0.7
|
)
|
|
|
|
|
|
$
|
(4.0
|
)
|
||||||||
Notional (million US$) - long Canadian dollars
|
$
|
361.9
|
|
|
$
|
45.1
|
|
|
|
|
$
|
361.4
|
|
|
$
|
33.8
|
|
|
|
||||
Weighted Average Rate - Canadian dollar to U.S. dollar
|
1.3264
|
|
|
1.3315
|
|
|
|
|
1.3283
|
|
|
1.3294
|
|
|
|
||||||||
Foreign Currency Exchange Collars
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Canadian Dollar
|
|
|
|
|
$
|
(0.1
|
)
|
|
|
|
|
|
$
|
(0.7
|
)
|
||||||||
Notional (million US$)
|
$
|
101.5
|
|
|
—
|
|
|
|
|
$
|
39.9
|
|
|
—
|
|
|
|
||||||
Weighted Average Participation Rate - Canadian dollar to U.S. dollar
|
1.3639
|
|
|
—
|
|
|
|
|
1.3336
|
|
|
—
|
|
|
|
||||||||
Weighted Average Protection Rate - Canadian dollar to U.S. dollar
|
1.2792
|
|
|
—
|
|
|
|
|
1.2300
|
|
|
—
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign Currency Exchange Non-Deliverable Forwards
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Brazilian Real
|
|
|
|
|
$
|
1.9
|
|
|
|
|
|
|
$
|
(1.8
|
)
|
||||||||
Notional (million US$) - short Brazilian real
|
$
|
214.1
|
|
|
$
|
—
|
|
|
|
|
$
|
202.6
|
|
|
$
|
—
|
|
|
|
||||
Weighted Average Rate - Brazilian real to U.S. dollar
|
3.2053
|
|
|
—
|
|
|
|
|
3.4237
|
|
|
—
|
|
|
|
||||||||
Notional (million US$) - long Brazilian real
|
$
|
89.9
|
|
|
$
|
12.4
|
|
|
|
|
$
|
186.7
|
|
|
$
|
—
|
|
|
|
||||
Weighted Average Rate - Brazilian real to U.S. dollar
|
3.5483
|
|
|
3.3433
|
|
|
|
|
3.6717
|
|
|
—
|
|
|
|
||||||||
Indian Rupee
|
|
|
|
|
$
|
(5.2
|
)
|
|
|
|
|
|
$
|
—
|
|
||||||||
Notional (million US$) - short Indian rupee
|
$
|
118.5
|
|
|
$
|
—
|
|
|
|
|
$
|
122.5
|
|
|
$
|
—
|
|
|
|
||||
Weighted Average Rate - Indian rupee to U.S. dollar
|
68.0575
|
|
|
—
|
|
|
|
|
68.6216
|
|
|
—
|
|
|
|
||||||||
Total Fair Value
|
|
|
|
|
$
|
(4.1
|
)
|
|
|
|
|
|
$
|
(6.5
|
)
|
(in millions)
|
As of March 31, 2017
|
|
As of December 31, 2016
|
|||||||||||||||||||||||||||||||
Expected Maturity Date
|
|
|
Expected Maturity Date
|
|
|
|||||||||||||||||||||||||||||
Years ending December 31,
|
|
Years ending December 31,
|
|
|||||||||||||||||||||||||||||||
2017
|
|
2018
|
|
2019
|
|
2020
|
Fair Value
|
2017
|
|
2018
|
|
2019
|
Fair Value
|
|||||||||||||||||||||
Natural Gas Swaps
|
|
|
|
|
|
|
|
|
$
|
0.5
|
|
|
|
|
|
|
|
|
$
|
6.0
|
|
|||||||||||||
Notional (million MMBtu) - long
|
8.4
|
|
|
11.0
|
|
|
13.0
|
|
|
2.0
|
|
|
|
|
12.1
|
|
|
4.8
|
|
|
4.8
|
|
|
|
||||||||||
Weighted Average Rate (US$/MMBtu)
|
$
|
2.46
|
|
|
$
|
2.45
|
|
|
$
|
2.45
|
|
|
$
|
2.61
|
|
|
|
|
$
|
2.62
|
|
|
2.44
|
|
|
$
|
2.43
|
|
|
|
||||
Total Fair Value
|
|
|
|
|
|
|
|
|
$
|
0.5
|
|
|
|
|
|
|
|
|
$
|
6.0
|
|
(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
|
10.iii.b
|
|
Description of Mosaic Management Incentive Program
|
|
|
|
X
|
|
|
|
|
|
|
|
10.iii.c.4
|
|
Amendment to Mosaic LTI Deferral Plan, approved March 1, 2017.
|
|
|
|
X
|
|
|
|
|
|
|
|
10.iii.d
|
|
Form of Senior Management Severance and Change in Control Agreement, effective April 1, 2017.
|
|
|
|
X
|
|
|
|
|
|
|
|
10.iii.k.1
|
|
Form of Employee TSR Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 1, 2017.
|
|
|
|
X
|
|
|
|
|
|
|
|
10.iii.k.2
|
|
Form of Executive TSR Performance Unit Award Agreement under the 2014 Incentive Plan, approved March 1, 2017.
|
|
|
|
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
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
Customer name | Ticker |
---|---|
Pilgrim's Pride Corporation | PPC |
No Suppliers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|