filings.toolsItem 1. FINANCIAL STATEMENTS
129K characters. Original on sec.gov · Markdown
Item 1. FINANCIAL STATEMENTS
THE MOSAIC COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
(In millions, except per share amounts)
(Unaudited)
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||||||||||||||||||||
| Net sales | $ | 2,824.1 | $ | 3,005.7 | $ | 5,822.1 | $ | 5,626.6 | |||||||||||||||
| Cost of goods sold | 2,609.4 | 2,487.1 | 5,371.8 | 4,619.6 | |||||||||||||||||||
| Gross margin | 214.7 | 518.6 | 450.3 | 1,007.0 | |||||||||||||||||||
| Selling, general and administrative expenses | 131.6 | 167.2 | 267.5 | 289.8 | |||||||||||||||||||
| Loss on assets sold and to be sold | 6.2 | — | 238.8 | — | |||||||||||||||||||
| Other operating expense | 112.4 | 107.0 | 352.4 | 134.3 | |||||||||||||||||||
| Operating earnings (loss) | (35.5) | 244.4 | (408.4) | 582.9 | |||||||||||||||||||
| Interest expense, net | (62.8) | (53.0) | (118.1) | (93.7) | |||||||||||||||||||
| Foreign currency transaction gain (loss) | (39.4) | 169.4 | (1.8) | 302.5 | |||||||||||||||||||
| Other income (expense) | (163.2) | 203.5 | (58.5) | 85.4 | |||||||||||||||||||
| Earnings (loss) from consolidated companies before income taxes | (300.9) | 564.3 | (586.8) | 877.1 | |||||||||||||||||||
| (Benefit) provision for income taxes | (33.8) | 146.0 | (64.8) | 209.3 | |||||||||||||||||||
| Earnings (loss) from consolidated companies | (267.1) | 418.3 | (522.0) | 667.8 | |||||||||||||||||||
| Equity in net earnings of nonconsolidated companies | 1.6 | 1.4 | 2.0 | 1.9 | |||||||||||||||||||
| Net earnings (loss) including noncontrolling interests | (265.5) | 419.7 | (520.0) | 669.7 | |||||||||||||||||||
| Less: Net earnings attributable to noncontrolling interests | 7.3 | 9.0 | 10.4 | 20.9 | |||||||||||||||||||
| Net earnings (loss) attributable to Mosaic | $ | (272.8) | $ | 410.7 | $ | (530.4) | $ | 648.8 | |||||||||||||||
| Basic net earnings (loss) per share attributable to Mosaic | $ | (0.86) | $ | 1.29 | $ | (1.67) | $ | 2.05 | |||||||||||||||
| Basic weighted average number of shares outstanding | 317.9 | 317.3 | 317.7 | 317.1 | |||||||||||||||||||
| Diluted net earnings (loss) per share attributable to Mosaic | $ | (0.86) | $ | 1.29 | $ | (1.67) | $ | 2.04 | |||||||||||||||
| Diluted weighted average number of shares outstanding | 317.9 | 319.0 | 317.7 | 318.5 |
See Notes to Condensed Consolidated Financial Statements
| Table of Contents |
THE MOSAIC COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
(Unaudited)
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||||||||||||||||||||
| Net earnings (loss) including noncontrolling interest | $ | (265.5) | $ | 419.7 | $ | (520.0) | $ | 669.7 | |||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||
| Foreign currency translation (loss) gain | (73.9) | 239.8 | (22.3) | 347.9 | |||||||||||||||||||
| Net actuarial (loss) gain and prior service cost | (0.9) | (0.9) | (5.8) | (0.8) | |||||||||||||||||||
| Realized (loss) gain on interest rate swap | (0.1) | — | (0.1) | — | |||||||||||||||||||
| Net (loss) gain on marketable securities held in trust fund | (1.0) | 7.7 | (5.6) | 15.6 | |||||||||||||||||||
| Other comprehensive income (loss) | (75.9) | 246.6 | (33.8) | 362.7 | |||||||||||||||||||
| Comprehensive income (loss) | (341.4) | 666.3 | (553.8) | 1,032.4 | |||||||||||||||||||
| Less: Comprehensive income attributable to noncontrolling interest | 6.9 | 10.2 | 11.4 | 23.7 | |||||||||||||||||||
| Comprehensive income (loss) attributable to Mosaic | $ | (348.3) | $ | 656.1 | $ | (565.2) | $ | 1,008.7 |
See Notes to Condensed Consolidated Financial Statements
| Table of Contents |
THE MOSAIC COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except per share amounts)
(Unaudited)
| June 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 294.0 | $ | 276.6 | |||||||
| Receivables, net, including affiliate receivables of $85.1 and $126.3, respectively | 860.1 | 1,078.6 | |||||||||
| Inventories | 3,668.0 | 3,363.0 | |||||||||
| Assets held for sale | 96.6 | 73.5 | |||||||||
| Other current assets | 511.5 | 445.8 | |||||||||
| Total current assets | 5,430.2 | 5,237.5 | |||||||||
| Property, plant and equipment, net of accumulated depreciation of $11,506.7 and $11,126.0, respectively | 13,617.1 | 13,982.6 | |||||||||
| Equity securities and investments in nonconsolidated companies | 1,805.5 | 1,848.2 | |||||||||
| Goodwill | 969.2 | 1,005.1 | |||||||||
| Deferred income taxes | 1,205.6 | 811.6 | |||||||||
| Other assets | 1,613.1 | 1,595.1 | |||||||||
| Total assets | $ | 24,640.7 | $ | 24,480.1 | |||||||
| Liabilities and Equity | |||||||||||
| Current liabilities: | |||||||||||
| Short-term debt | $ | 1,021.3 | $ | 759.9 | |||||||
| Current maturities of long-term debt | 66.7 | 43.1 | |||||||||
| Structured accounts payable arrangements | 353.1 | 480.1 | |||||||||
| Accounts payable, including affiliate payables of $216.0 and $115.2, respectively | 1,177.4 | 1,171.9 | |||||||||
| Accrued liabilities | 1,367.4 | 1,472.5 | |||||||||
| Liabilities held for sale | 76.6 | 55.3 | |||||||||
| Total current liabilities | 4,062.5 | 3,982.8 | |||||||||
| Long-term debt, less current maturities | 4,767.7 | 4,250.9 | |||||||||
| Deferred income taxes | 1,194.7 | 1,000.8 | |||||||||
| Other noncurrent liabilities | 2,980.9 | 3,011.4 | |||||||||
| Equity: | |||||||||||
| Preferred Stock, $0.01 par value, 15,000,000 shares authorized, none issued and outstanding as of June 30, 2026 and December 31, 2025 | — | — | |||||||||
| Common Stock, $0.01 par value, 1,000,000,000 shares authorized, 395,563,251 shares issued and 317,895,646 shares outstanding as of June 30, 2026, 395,125,254 shares issued and 317,408,647 shares outstanding as of December 31, 2025 | 3.2 | 3.2 | |||||||||
| Capital in excess of par value | 42.9 | 29.2 | |||||||||
| Retained earnings | 13,584.5 | 14,184.4 | |||||||||
| Accumulated other comprehensive loss | (2,166.7) | (2,131.9) | |||||||||
| Total Mosaic stockholders' equity | 11,463.9 | 12,084.9 | |||||||||
| Noncontrolling interests | 171.0 | 149.3 | |||||||||
| Total equity | 11,634.9 | 12,234.2 | |||||||||
| Total liabilities and equity | $ | 24,640.7 | $ | 24,480.1 |
See Notes to Condensed Consolidated Financial Statements
| Table of Contents |
THE MOSAIC COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
| Six months ended | |||||||||||
| June 30, 2026 | June 30, 2025 | ||||||||||
| Cash Flows from Operating Activities: | |||||||||||
| Net earnings (loss) including noncontrolling interests | $ | (520.0) | $ | 669.7 | |||||||
| Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities: | |||||||||||
| Depreciation, depletion and amortization | 608.7 | 504.7 | |||||||||
| Deferred and other income taxes | (139.1) | 24.6 | |||||||||
| Equity in net (earnings) of nonconsolidated companies, net of dividends | (2.8) | (1.0) | |||||||||
| Accretion expense for asset retirement obligations | 66.7 | 64.8 | |||||||||
| Share-based compensation expense | 18.1 | 17.7 | |||||||||
| Unrealized (gain) loss on equity securities | 49.2 | (99.7) | |||||||||
| Unrealized (gain) loss on derivatives | (1.1) | (112.3) | |||||||||
| Foreign currency adjustments | 79.5 | (351.0) | |||||||||
| Impairment of assets held for sale | 238.8 | — | |||||||||
| Amortization of debt financing fees | 20.1 | 23.1 | |||||||||
| Other | 141.2 | 79.7 | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Receivables, net | 222.3 | 14.6 | |||||||||
| Inventories | (245.6) | (378.1) | |||||||||
| Other current and noncurrent assets | (92.9) | 23.9 | |||||||||
| Accounts payable and accrued liabilities | (90.4) | 273.5 | |||||||||
| Change in asset retirement obligations | (98.1) | (143.6) | |||||||||
| Other noncurrent liabilities | 17.0 | 41.8 | |||||||||
| Net cash provided by operating activities | 271.6 | 652.4 | |||||||||
| Cash Flows from Investing Activities: | |||||||||||
| Capital expenditures | (677.1) | (645.4) | |||||||||
| Purchases of available-for-sale securities - restricted | (654.5) | (497.6) | |||||||||
| Proceeds from sale of available-for-sale securities - restricted | 633.8 | 477.4 | |||||||||
| Proceeds from sale of assets | 34.6 | 5.8 | |||||||||
| Other | (3.9) | 0.5 | |||||||||
| Net cash used in investing activities | (667.1) | (659.3) | |||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Payments of short-term debt | (6,746.8) | (7,050.0) | |||||||||
| Proceeds from issuance of short-term debt | 6,807.1 | 7,041.5 | |||||||||
| Payments of inventory financing arrangement | (701.5) | (801.7) | |||||||||
| Proceeds from inventory financing arrangement | 903.3 | 1,004.6 | |||||||||
| Payments of structured accounts payable arrangements | (501.6) | (468.6) | |||||||||
| Proceeds from structured accounts payable arrangements | 366.7 | 457.9 | |||||||||
| Proceeds from issuance of long-term debt | 502.9 | 4.7 | |||||||||
| Collections of transferred receivables | 388.2 | 104.0 | |||||||||
| Payments of transferred receivables | (388.2) | (100.8) | |||||||||
| Payments of long-term debt | (60.1) | (39.6) | |||||||||
| Cash dividends paid | (140.7) | (141.0) | |||||||||
| Dividends paid to noncontrolling interest | (7.1) | (6.4) | |||||||||
| Contributions to noncontrolling interest | 8.5 | — | |||||||||
| Other | (20.2) | (17.8) | |||||||||
| Net cash provided by (used in) financing activities | 410.5 | (13.2) | |||||||||
| Effect of exchange rate changes on cash | (7.8) | 17.5 | |||||||||
| Net change in cash, cash equivalents and restricted cash | 7.2 | (2.6) | |||||||||
| Cash, cash equivalents and restricted cash - December 31 | 298.6 | 305.0 | |||||||||
| Cash, cash equivalents and restricted cash - June 30 | $ | 305.8 | $ | 302.4 |
See Notes to Condensed Consolidated Financial Statements
| Table of Contents |
THE MOSAIC COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In millions)
(Unaudited)
| Six months ended | |||||||||||
| June 30, 2026 | June 30, 2025 | ||||||||||
| Reconciliation of cash, cash equivalents and restricted cash reported within the unaudited condensed consolidated balance sheets to the unaudited condensed consolidated statements of cash flows: | |||||||||||
| Cash and cash equivalents | $ | 294.0 | $ | 286.2 | |||||||
| Restricted cash in other current assets | 3.0 | 8.3 | |||||||||
| Restricted cash in other assets | 8.8 | 7.9 | |||||||||
| Total cash, cash equivalents and restricted cash shown in the unaudited condensed consolidated statement of cash flows | $ | 305.8 | $ | 302.4 | |||||||
| Supplemental Disclosure of Cash Flow Information: | |||||||||||
| Cash paid during the period for: | |||||||||||
| Interest (net of amount capitalized of $10.9 and $16.2 for the six months ended June 30, 2026 and 2025, respectively) | $ | 108.1 | $ | 93.8 | |||||||
| Income taxes (net of refunds) | 108.8 | 150.6 | |||||||||
See Notes to Condensed Consolidated Financial Statements
| Table of Contents |
THE MOSAIC COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In millions, except per share amounts)
(Unaudited)
| Mosaic Shareholders | |||||||||||||||||||||||||||||||||||||||||
| Shares | Dollars | ||||||||||||||||||||||||||||||||||||||||
| Common Stock | Common Stock | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive (Loss) | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | 317.2 | $ | 3.2 | $ | 8.3 | $ | 14,093.9 | $ | (2,334.5) | $ | 145.8 | $ | 11,916.7 | ||||||||||||||||||||||||||||
| Total comprehensive income | — | — | — | 410.7 | 245.4 | 10.2 | 666.3 | ||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | 0.1 | — | (0.1) | — | — | — | (0.1) | ||||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | 8.4 | — | — | — | 8.4 | ||||||||||||||||||||||||||||||||||
| Dividends on restricted stock | — | — | — | (0.3) | — | — | (0.3) | ||||||||||||||||||||||||||||||||||
| Dividends for noncontrolling interests | — | — | — | — | — | (6.4) | (6.4) | ||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | 317.3 | $ | 3.2 | $ | 16.6 | $ | 14,504.3 | $ | (2,089.1) | $ | 149.6 | $ | 12,584.6 | ||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | 316.9 | $ | 3.2 | $ | 2.1 | $ | 13,926.1 | $ | (2,449.0) | $ | 132.3 | $ | 11,614.7 | ||||||||||||||||||||||||||||
| Total comprehensive (loss) income | — | — | — | 648.8 | 359.9 | 23.7 | 1,032.4 | ||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | 0.4 | — | (3.2) | — | — | — | (3.2) | ||||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | 17.7 | — | — | — | 17.7 | ||||||||||||||||||||||||||||||||||
| Dividends (0.22 per share) | — | — | — | (70.6) | — | — | (70.6) | ||||||||||||||||||||||||||||||||||
| Dividends for noncontrolling interests | — | — | — | — | — | (6.4) | (6.4) | ||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | 317.3 | $ | 3.2 | $ | 16.6 | $ | 14,504.3 | $ | (2,089.1) | $ | 149.6 | $ | 12,584.6 | ||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | 317.8 | $ | 3.2 | $ | 35.1 | $ | 13,856.9 | $ | (2,091.2) | $ | 153.8 | $ | 11,957.8 | ||||||||||||||||||||||||||||
| Total comprehensive income (loss) | — | — | — | (272.8) | (75.5) | 6.9 | (341.4) | ||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | 0.1 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | 7.8 | — | — | — | 7.8 | ||||||||||||||||||||||||||||||||||
| Dividends on restricted stock | — | — | — | 0.4 | — | — | 0.4 | ||||||||||||||||||||||||||||||||||
| Dividends for noncontrolling interests | — | — | — | — | — | (7.1) | (7.1) | ||||||||||||||||||||||||||||||||||
| Equity to noncontrolling interests | — | — | — | — | — | 17.4 | 17.4 | ||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | 317.9 | $ | 3.2 | $ | 42.9 | $ | 13,584.5 | $ | (2,166.7) | $ | 171.0 | $ | 11,634.9 | ||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | 317.4 | $ | 3.2 | $ | 29.2 | $ | 14,184.4 | $ | (2,131.9) | $ | 149.3 | $ | 12,234.2 | ||||||||||||||||||||||||||||
| Total comprehensive income (loss) | — | — | — | (530.4) | (34.8) | 11.4 | (553.8) | ||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | 0.5 | — | (4.4) | — | — | — | (4.4) | ||||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | 18.1 | — | — | — | 18.1 | ||||||||||||||||||||||||||||||||||
| Dividends (0.22 per share) | — | — | — | (69.5) | — | — | (69.5) | ||||||||||||||||||||||||||||||||||
| Dividends for noncontrolling interests | — | — | — | — | — | (7.1) | (7.1) | ||||||||||||||||||||||||||||||||||
| Equity to noncontrolling interests | — | — | — | — | — | 17.4 | 17.4 | ||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | 317.9 | $ | 3.2 | $ | 42.9 | $ | 13,584.5 | $ | (2,166.7) | $ | 171.0 | $ | 11,634.9 |
See Notes to Condensed Consolidated Financial Statements
| 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 and businesses in which we own less than a majority or a non-controlling interest, including consolidated variable interest entities and investments accounted for by the equity method.
We are organized into the following business segments:
-
Our Phosphate 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. The Phosphate segment includes our 75% interest in the Miski Mayo Phosphate Mine (“Miski Mayo”) in Peru. These results are consolidated in the Phosphate segment.
-
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. Our U.S. location was sold during 2026. 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 Mosaic Fertilizantes business segment includes five phosphate rock mines and four phosphate chemical plants in Brazil. The segment also includes our distribution business in South America, which consists of sales offices, crop nutrient blending and bagging facilities, port terminals and warehouses in Brazil and Paraguay. We also have a majority interest in Fospar S.A., which owns and operates a single superphosphate granulation plant and a deep-water port and throughput warehouse terminal facility in Brazil. It also includes the results of Mosaic Biosciences sales in Brazil.
Intersegment eliminations, unrealized mark-to-market gains/losses on derivatives and investment in equity securities of Saudi Arabian Mining Company (“Ma’aden”), debt expenses, the results of the China and India distribution businesses and Mosaic Biosciences sales in China, India and North America are included within Corporate, Eliminations and Other.
2. 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 (“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 presentation 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 year ended December 31, 2025 (the “10-K Report”). Sales, expenses, cash flows, assets and 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, its majority owned subsidiaries and certain variable interest entities in which Mosaic is the primary beneficiary. 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.
| Table of Contents | ||||||||
| THE MOSAIC COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) |
Accounting Estimates
Preparation of the Condensed Consolidated Financial Statements in conformity with 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 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”), and income tax-related accounts, including the valuation allowance against deferred income tax assets. Actual results could differ from these estimates.
3. Recently Issued Accounting Guidance
In May 2026, the FASB issued guidance establishing an accounting framework for environmental credits and related regulatory compliance obligations. Environmental credits are recognized as assets when they are expected to be used to settle obligations or transferred, while credits acquired for voluntary purposes are expensed as incurred. The guidance also requires recognition of liabilities for environmental credit obligations based on credits needed to satisfy those obligations. These amendments are effective for fiscal years beginning after December 15, 2027, including interim periods within those years, with early adoption permitted, and will be applied on a retrospective basis through a cumulative‑effect adjustment. We do not intend to early adopt this guidance and are currently evaluating the effect it will have on our consolidated financial statements.
In November 2024, the FASB issued guidance which requires more detailed disclosure about specified categories of expenses (purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion) included in certain expense captions on the face of the income statement. Additionally, the amendments require disclosure of the total amount of selling expenses and an annual disclosure of the definition of selling expenses. These amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The disclosures may be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. We intend to apply this standard on a prospective basis and continue to evaluate the impact this new guidance will have on our disclosures.
| Table of Contents | ||||||||
| THE MOSAIC COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) |
4. Other Financial Statement Data
The following provides additional information concerning selected balance sheet accounts:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Other current assets | |||||||||||
| Income and other taxes receivable | $ | 282.3 | $ | 230.6 | |||||||
| Prepaid expenses | 209.9 | 194.6 | |||||||||
| Other | 19.3 | 20.6 | |||||||||
| $ | 511.5 | $ | 445.8 | ||||||||
| Other assets | |||||||||||
| Restricted cash | $ | 8.8 | $ | 14.2 | |||||||
| MRO inventory | 144.8 | 141.9 | |||||||||
| Marketable securities held in trust | 768.4 | 758.4 | |||||||||
| Operating lease right-of-use assets | 220.9 | 223.6 | |||||||||
| Cloud computing cost | 127.9 | 140.7 | |||||||||
| Other | 342.3 | 316.3 | |||||||||
| $ | 1,613.1 | $ | 1,595.1 | ||||||||
| Accrued liabilities | |||||||||||
| Accrued dividends | $ | 4.4 | $ | 75.9 | |||||||
| Payroll and employee benefits | 157.1 | 168.8 | |||||||||
| Asset retirement obligations | 227.2 | 271.3 | |||||||||
| Customer prepayments(a) | 240.9 | 297.3 | |||||||||
| Accrued income and other taxes | 83.2 | 34.3 | |||||||||
| Operating lease obligation | 69.8 | 59.6 | |||||||||
| Other | 584.8 | 565.3 | |||||||||
| $ | 1,367.4 | $ | 1,472.5 | ||||||||
| Other noncurrent liabilities | |||||||||||
| Asset retirement obligations | $ | 2,287.9 | $ | 2,330.6 | |||||||
| Operating lease obligation | 153.6 | 166.0 | |||||||||
| Accrued pension and postretirement benefits | 109.7 | 102.8 | |||||||||
| Unrecognized tax benefits | 27.3 | 23.1 | |||||||||
| Other | 402.4 | 388.9 | |||||||||
| $ | 2,980.9 | $ | 3,011.4 |
______________________________
(a) The timing of recognition of revenue related to our performance obligations may be different than the timing of collection of cash related to those performance obligations. Specifically, we collect prepayments from certain customers in Brazil. In addition, cash collection from Canpotex may occur prior to delivery of product to the end customer. We generally satisfy our contractual liabilities within one quarter of incurring the liability.
| Table of Contents | ||||||||
| THE MOSAIC COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) |
5. Earnings Per Share
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.
The following is a reconciliation of the numerator and denominator for the basic and diluted EPS computations:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income (loss) attributable to Mosaic | $ | (272.8) | $ | 410.7 | $ | (530.4) | $ | 648.8 | |||||||||||||||
| Basic weighted average number of shares outstanding | 317.9 | 317.3 | 317.7 | 317.1 | |||||||||||||||||||
| Dilutive impact of share-based awards | — | 1.7 | — | 1.4 | |||||||||||||||||||
| Diluted weighted average number of shares outstanding | 317.9 | 319.0 | 317.7 | 318.5 | |||||||||||||||||||
| Basic net income (loss) per share attributable to Mosaic | $ | (0.86) | $ | 1.29 | $ | (1.67) | $ | 2.05 | |||||||||||||||
| Diluted net income (loss) per share attributable to Mosaic | $ | (0.86) | $ | 1.29 | $ | (1.67) | $ | 2.04 |
A total of 2.9 million and 2.2 million shares of common stock subject to issuance related to share-based awards for the three and six months ended June 30, 2026, and zero and 0.2 million for the three and six months ended June 30, 2025 have been excluded from the calculation of diluted EPS because the effect would have been anti-dilutive.
6. Inventories
Inventories consist of the following:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Raw materials | $ | 325.4 | $ | 285.7 | |||||||
| Work in process | 1,188.4 | 1,150.2 | |||||||||
| Finished goods | 1,940.9 | 1,587.6 | |||||||||
| Final price deferred(a) | 15.7 | 133.8 | |||||||||
| Operating materials and supplies | 197.6 | 205.7 | |||||||||
| $ | 3,668.0 | $ | 3,363.0 |
______________________________
(a)Final price deferred is product that has shipped to customers, but the price has not yet been agreed upon.
7. Goodwill
Mosaic had goodwill of $969.2 million and $1.0 billion as of June 30, 2026 and December 31, 2025, respectively. We review goodwill for impairment annually in October and 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. The changes in the carrying amount of goodwill, by reporting unit, are as follows:
| Table of Contents | ||||||||
| THE MOSAIC COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) |
| Potash | Corporate, Eliminations and Other | Total | |||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | 993.0 | $ | 12.1 | $ | 1,005.1 | |||||||||||||||||||||||
| Foreign currency translation | (35.9) | — | (35.9) | ||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | 957.1 | $ | 12.1 | $ | 969.2 | |||||||||||||||||||||||
We will perform our next annual goodwill impairment analysis for each of our reporting units as of October 31, 2026.
8. Marketable Securities Held in Trusts
In August 2016, Mosaic deposited $630 million into two trust funds (together, the “RCRA Trusts”) created to provide additional financial assurance in the form of cash for the estimated costs (“Gypstack Closure Costs”) of closure and long-term care of our Florida and Louisiana phosphogypsum management systems (“Gypstacks”), as described further in Note 10 of our Notes to Condensed Consolidated Financial Statements. Our actual Gypstack Closure Costs are generally expected to be paid by us in the normal course of our Phosphate business; however, funds held in each of the RCRA Trusts can be drawn by the applicable governmental authority in the event we cannot perform our closure and long-term care obligations. When our estimated Gypstack Closure Costs with respect to the facilities associated with a RCRA Trust are sufficiently lower than the amount on deposit in that RCRA Trust, we have the right to request that the excess funds be released to us. The same is true for the RCRA Trust balance remaining after the completion of our obligations, which will be performed over a period that may not end until three decades or more after a Gypstack has been closed. The investments held by the RCRA Trusts are managed by independent investment managers with discretion to buy, sell and invest pursuant to the objectives and standards set forth in the related trust agreements. Amounts reserved to be held or held in the RCRA Trusts (including losses or reinvested earnings) are included in other assets on our Condensed Consolidated Balance Sheets.
The RCRA Trusts hold investments, which are restricted from our general use, in marketable debt securities classified as available-for-sale and are carried at fair value. As a result, unrealized gains and losses are included in other comprehensive income until realized, unless it is determined that the entire unamortized cost basis of the investment is not expected to be recovered. A credit loss would then be recognized in operations for the amount of the expected credit loss. As of June 30, 2026 we expect to recover our amortized cost on all available-for-sale securities and have not established an allowance for credit loss.
We review the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. We determine the fair market values of our available-for-sale securities and certain other assets based on the fair value hierarchy described below:
Level 1: Values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.
Level 2: Values based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3: Values generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.
| Table of Contents | ||||||||
| THE MOSAIC COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) |
The estimated fair value of the investments in the RCRA Trusts as of June 30, 2026 and December 31, 2025 are as follows:
| June 30, 2026 | |||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||||||||||
| Level 1 | |||||||||||||||||||||||
| Cash and cash equivalents | $ | (0.4) | $ | — | $ | — | $ | (0.4) | |||||||||||||||
| Level 2 | |||||||||||||||||||||||
| Corporate debt securities | 220.9 | 1.4 | (3.3) | 219.0 | |||||||||||||||||||
| Municipal bonds | 216.6 | 3.3 | (1.0) | 218.9 | |||||||||||||||||||
| U.S. government bonds | 315.2 | — | (4.9) | 310.3 | |||||||||||||||||||
| Total | $ | 752.3 | $ | 4.7 | $ | (9.2) | $ | 747.8 | |||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||||||||||
| Level 1 | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 4.8 | $ | — | $ | — | $ | 4.8 | |||||||||||||||
| Level 2 | |||||||||||||||||||||||
| Corporate debt securities | 218.8 | 3.4 | (2.8) | 219.4 | |||||||||||||||||||
| Municipal bonds | 208.3 | 3.9 | (1.3) | 210.9 | |||||||||||||||||||
| U.S. government bonds | 308.7 | — | (0.5) | 308.2 | |||||||||||||||||||
| Total | $ | 740.6 | $ | 7.3 | $ | (4.6) | $ | 743.3 |
| Table of Contents | ||||||||
| THE MOSAIC COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) |
The following tables show gross unrealized losses and fair values of the RCRA Trusts’ available-for-sale securities that have been in a continuous unrealized loss position for which an allowance for credit losses has not been recorded as of June 30, 2026 and December 31, 2025:
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| (in millions) | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | |||||||||||||||||||
| Securities that have been in a continuous loss position for less than 12 months: | |||||||||||||||||||||||
| Corporate debt securities | $ | 89.6 | $ | (1.1) | $ | 17.0 | $ | (0.2) | |||||||||||||||
| Municipal bonds | 37.7 | (0.3) | 14.0 | — | |||||||||||||||||||
| U.S. government bonds | 304.8 | (4.9) | 306.2 | (0.5) | |||||||||||||||||||
| $ | 432.1 | $ | (6.3) | $ | 337.2 | $ | (0.7) | ||||||||||||||||
| Securities that have been in a continuous loss position for more than 12 months: | |||||||||||||||||||||||
| Corporate debt securities | $ | 33.0 | $ | (2.2) | $ | 48.3 | $ | (2.7) | |||||||||||||||
| Municipal bonds | 19.3 | (0.7) | 40.2 | (1.2) | |||||||||||||||||||
| $ | 52.3 | $ | (2.9) | $ | 88.5 | $ | (3.9) | ||||||||||||||||
The following table summarizes the balance by contractual maturity of the available-for-sale debt securities invested by the RCRA Trusts as of June 30, 2026. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations before the underlying contracts mature.
| June 30, 2026 | |||||
| Due in one year or less | $ | 9.5 | |||
| Due after one year through five years | 245.0 | ||||
| Due after five years through ten years | 428.3 | ||||
| Due after ten years | 65.4 | ||||
| Total debt securities | $ | 748.2 |
For the three and six months ended June 30, 2026, realized gains were $0.2 million and $0.7 million, respectively and realized losses were $1.1 million and $3.7 million, respectively. For the three and six months ended June 30, 2025, realized gains were $0.3 million and $0.7 million and realized losses were $7.2 million and $7.8 million.
9. Financing Arrangements
Mosaic Credit Facility
On May 16, 2025, we amended our committed, unsecured five-year revolving credit facility of up to $2.5 billion (the “Amended and Restated Mosaic Credit Facility”), extending the maturity date to May 16, 2030, from August 19, 2026. This facility is intended to serve as our primary unsecured bank credit facility. The Amended and Restated Mosaic Credit Facility also reduces the rates applicable to the unused commitment fees and provides us with additional flexibility under other restrictive covenants, compared to the facility prior to this amendment.
The Amended and Restated Mosaic Credit Facility has cross-default provisions that, in general, provide that a failure to pay principal or interest under, or any other amount payable under, any indebtedness with outstanding principal amount of
| Table of Contents | ||||||||
| THE MOSAIC COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) |
$100 million or more, or breach or default under such indebtedness that permits the holders thereof to accelerate the maturity thereof, will result in a cross-default.
The Amended and Restated Mosaic Credit Facility requires Mosaic to maintain certain financial ratios, including a ratio of Consolidated Indebtedness (as defined), which has been redefined to exclude unrestricted cash and cash equivalents, to Consolidated Capitalization Ratio (as defined) of no greater than 0.65 to 1.0, as well as a minimum Interest Coverage Ratio (as defined) of not less than 3.0 to 1.0. We were in compliance with these ratios as of June 30, 2026.
The Amended and Restated Mosaic Credit Facility also contains other events of default and covenants that limit various matters. These provisions include limitations on indebtedness, liens, investments and acquisitions (other than capital expenditures), certain mergers, certain sales of assets and other matters customary for credit facilities of this nature.
Inventory Financing Arrangement
We have an inventory financing arrangement whereby we can sell up to $625 million of certain inventory for cash and subsequently repurchase the inventory at an agreed upon price and time in the future, not to exceed 180 days. Under the terms of the agreement, we may borrow up to 90% of the value of the inventory. It is later repurchased by Mosaic at the original sale price plus interest and any transaction costs. As of June 30, 2026 and December 31, 2025, we had financed inventory of $502.0 million and $300.2 million, respectively, under this arrangement, which is included in short-term debt on the Condensed Consolidated Balance Sheet.
Receivable Purchasing Arrangement
We finance certain accounts receivable through a Receivable Purchasing Agreement (“RPA”) with banks whereby, from time-to-time, we sell the receivables to bank counterparties. The net face value of the purchased receivables may not exceed $500 million at any point in time. The purchase price of the receivable sold under the RPA is the face value of the receivable less an agreed upon discount. The receivables sold under the RPA are accounted for as a true sale. Upon sale, these receivables are removed from the Condensed Consolidated Balance Sheets. Cash received is presented as cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows.
During the three and six months ended June 30, 2026, the Company sold approximately $102.2 million and $288.1 million of accounts receivable under this arrangement. During the three and six months ended June 30, 2025, the Company sold approximately $149.1 million and $251.2 million, respectively. Discounts on sold receivables were not material for any period presented. Following such sales, we continue to service the collection of the receivables on behalf of the banks without further consideration. As of June 30, 2026 and December 31, 2025, there was no amount outstanding to be remitted to the banks. Any outstanding amount is classified in accrued liabilities on the Condensed Consolidated Balance Sheets. Cash collected and remitted are presented as cash used in financing activities in the Condensed Consolidated Statements of Cash Flows.
Structured Accounts Payable Arrangements
In Brazil, we finance some of our potash-based fertilizer, sulfur, ammonia and other raw material product purchases through third-party contractual 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. Mosaic then makes payment to the third-party intermediary at dates ranging from 119 to 180 days from date of shipment. As of June 30, 2026 and December 31, 2025, the total structured accounts payable arrangements were $353.1 million and $480.1 million, respectively.
Commercial Paper Note Program
In September 2022, we established a commercial paper program which allows us to issue unsecured commercial paper notes with maturities that vary, but do not exceed 397 days from the date of issue, up to a maximum aggregate face or principal amount outstanding at any time of $2.5 billion. We use our revolving credit facility as a liquidity backstop for borrowings under the commercial paper program. As of June 30, 2026, we had $519.2 million outstanding under this program, with a weighted average interest rate of 4.07% and remaining average term of 14 days. As of December 31, 2025, we had $459.5 million outstanding under this program, with a weighted average interest rate of 3.99% and a remaining average term of 10 days.
| Table of Contents | ||||||||
| THE MOSAIC COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) |
Term Loan Facilities
On June 10, 2026, we entered into a $1.0 billion senior unsecured delayed-draw term loan facility (the “2026 Term Loan Facility”), consisting of a $500 million three-year term loan maturing on June 10, 2029 and a $500 million 364-day term loan maturing on June 10, 2027. We may voluntarily prepay the outstanding principal without premium or penalty. As of June 30, 2026, $500 million had been drawn under the three-year term loan and is classified as long-term debt. Subsequent to the quarter on July 14, 2026, we borrowed the full $500 million available under the 364-day term loan tranche of the 2026 Term Loan Facility. Interest rates for the 2026 Term Loan Facility are variable and are based on the Secured Overnight Financing Rate (“SOFR”), including term SOFR, or a base rate, in each case plus an applicable margin based on the Company’s credit ratings.
In May 2023, we entered into a $700 million, ten year senior unsecured term loan facility. The term loan matures on May 18, 2033. We may voluntarily prepay the outstanding principal without premium or penalty. As of June 30, 2026 and December 31, 2025, $570.0 million has been drawn under this facility with no further draws available. Interest rates for the term loan are variable and are based on the SOFR, plus credit spread adjustments.
Intercompany Loans
A portion of our debt is denominated in Brazilian reals. We manage the net foreign currency exposure created by this debt through various means, including the designation of certain intercompany loans as permanent loans because they are not expected to be repaid in the foreseeable future. Foreign currency transaction gains and losses on intercompany loans that are not designated as permanent loans are recorded in earnings. Foreign currency transaction gains and losses on intercompany loans that are designated as permanent loans are recorded in other comprehensive income (loss).
10. Asset Retirement Obligations
We recognize our estimated AROs in the period in which we have an existing legal obligation associated with the retirement of a tangible long-lived asset, and the amount of the liability can be reasonably estimated. The ARO is recognized at fair value when the liability is incurred with a corresponding increase in the carrying amount of the related long-lived asset. We depreciate the tangible asset over its estimated useful life. The liability is adjusted in subsequent periods through accretion expense, which represents the increase in the present value of the liability due to the passage of time. Such depreciation and accretion expenses are included in cost of goods sold for operating facilities and other operating expense for indefinitely closed facilities.
Our legal obligations related to asset retirement require us to: (i) reclaim lands disturbed by mining as a condition to receive permits to mine phosphate ore reserves; (ii) treat low pH process water in Gypstacks to neutralize acidity; (iii) close and monitor Gypstacks at our Florida and Louisiana facilities at the end of their useful lives; (iv) remediate certain other conditional obligations; (v) remove all surface structures and equipment, plug and abandon mine shafts, contour and revegetate, as necessary, and monitor for five years after closing our Carlsbad, New Mexico facility; (vi) decommission facilities, manage tailings and execute site reclamation at our Saskatchewan potash mines at the end of their useful lives; (vii) de-commission mines in Brazil and Peru; and (viii) decommission plant sites and close Gypstacks in Brazil. The estimated liability for these legal obligations is based on the estimated cost to satisfy the above obligations, which is discounted using a credit-adjusted risk-free rate.
| Table of Contents | ||||||||
| THE MOSAIC COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) |
A reconciliation of our AROs is as follows:
| (in millions) | June 30, 2026 | December 31, 2025 | |||||||||
| AROs, beginning of period | $ | 2,601.9 | $ | 2,572.2 | |||||||
| Liabilities incurred | 9.9 | 22.7 | |||||||||
| Liabilities settled | (108.0) | (288.9) | |||||||||
| Accretion expense | 66.7 | 129.7 | |||||||||
| Revisions in estimated cash flows | 8.4 | 190.5 | |||||||||
| Foreign currency translation | 0.8 | 37.8 | |||||||||
| Reclass to held for sale | (64.6) | (62.1) | |||||||||
| AROs, end of period | 2,515.1 | 2,601.9 | |||||||||
| Less current portion | 227.2 | 271.3 | |||||||||
| Non-current portion of AROs | $ | 2,287.9 | $ | 2,330.6 |
North America Gypstack Closure Costs
A majority of our ARO relates to Gypstack Closure Costs in Florida and Louisiana. For financial reporting purposes, we recognize our estimated 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 non-current liabilities.
As discussed below, we have arrangements to provide financial assurance for the estimated Gypstack Closure Costs associated with our facilities in Florida and Louisiana.
EPA RCRA Initiative. On September 30, 2015, we and our subsidiary, Mosaic Fertilizer, LLC (“Mosaic Fertilizer”), reached agreements with the U.S. Environmental Protection Agency (“EPA”), the U.S. Department of Justice (“DOJ”), the Florida Department of Environmental Protection (“FDEP”) and the Louisiana Department of Environmental Quality on the terms of two consent decrees (collectively, the “2015 Consent Decrees”) to resolve claims relating to our management of certain waste materials onsite at our Riverview, New Wales, Green Bay, South Pierce and Bartow fertilizer manufacturing facilities in Florida and our Faustina and Uncle Sam facilities in Louisiana. This followed a 2003 announcement by the EPA Office of Enforcement and Compliance Assurance 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. As discussed below, a separate consent decree was previously entered into with the EPA and the FDEP with respect to RCRA compliance at our Plant City, FL facility that we acquired as part of our acquisition of the Florida phosphate assets and assumption of certain related liabilities of CF Industries, Inc. (“CF”).
The remaining monetary obligations under the 2015 Consent Decrees include a provision of additional financial assurance for the estimated Gypstack Closure Costs for Gypstacks at the covered facilities. The RCRA Trusts are discussed in Note 8 to our Consolidated Financial Statements. 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.
As of December 31, 2025, the undiscounted amount of our Gypstack Closure Costs ARO associated with the facilities covered by the 2015 Consent Decrees, determined using the assumptions used for financial reporting purposes, was approximately $2.3 billion, and the present value of our Gypstack Closure Costs ARO reflected in our Consolidated Balance Sheet for those facilities was approximately $1.1 billion.
Plant City and Bonnie Facilities. As part of the CF Phosphate Assets Acquisition, we assumed certain AROs 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 provided sources of funds for the estimated Gypstack Closure Costs for these facilities. Pursuant to federal or state laws, the applicable government entities are permitted to draw against such amounts in the event we cannot perform such closure activities. One of the financial assurance arrangements was initially a trust (the “Plant City Trust”) established to meet the requirements under a consent decree with the EPA and the FDEP with respect to RCRA compliance at
| Table of Contents | ||||||||
| THE MOSAIC COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) |
the Plant City Facility. The Plant City Trust also satisfied Florida financial assurance requirements at that site. Beginning in September 2016, as a substitute for the financial assurance provided through the Plant City Trust, we have provided financial assurance for the Plant City Facility in the form of a surety bond (the “Plant City Bond”). The amount of the Plant City Bond is $337.6 million, which reflects our closure cost estimates as of December 31, 2025. The other financial assurance arrangement was also a trust fund (the “Bonnie Facility Trust”) established to meet the requirements under Florida financial assurance regulations that apply to the Bonnie Facility. In July 2018, we received $21.0 million from the Bonnie Facility Trust by substituting for the trust fund a financial test mechanism (“Bonnie Financial Test”) supported by a corporate guarantee as allowed by state regulations. Both financial assurance funding obligations require estimates of future expenditures that could be impacted by refinements in scope, technological developments, new information, cost inflation, changes in regulations, discount rates and the timing of activities. Under our current approach to satisfying applicable requirements, additional financial assurance would be required in the future if increases in cost estimates exceed the face amount of the Plant City Bond or the amount supported by the Bonnie Financial Test.
As of June 30, 2026 and December 31, 2025, the aggregate amounts of AROs associated with the combined Plant City Facility and Bonnie Facility Gypstack closure costs included in our Condensed Consolidated Balance Sheets were $349.7 million and $387.9 million, respectively. The aggregate amount represented by the Plant City Bond exceeds the present value of the aggregate amount of ARO associated with that facility. This is because the amount of financial assurance we are required to provide represents the aggregate undiscounted estimated amount to be paid by us in the normal course of our Phosphate business over a period that may not end until three decades or more after the Gypstack has been closed, whereas the ARO included in our Condensed Consolidated Balance Sheet reflects the discounted present value of those estimated amounts.
11. Income Taxes
During the six months ended June 30, 2026, gross unrecognized tax benefits remained at $1.4 billion. The balance is primarily related to an unrecognized tax benefit which was established on a potential loss in the U.S. associated with the divestiture of the Taquari mine that was acquired as part of the Vale acquisition. In December 2025, the Company applied to the Internal Revenue Services’ Pre-Filing Agreement Program to evaluate the amount and nature of the loss. In March 2026, the Company received notice from the IRS of its acceptance into the program. In May 2026, the IRS began its review, which is still in process. If recognized, approximately $1.4 billion in unrecognized tax benefits would affect our effective tax rate, other deferred tax assets and net earnings in future periods.
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 $6.4 million and $6.0 million as of June 30, 2026 and December 31, 2025, respectively, that were included in other noncurrent liabilities in the Condensed Consolidated Balance Sheets.
Accounting for uncertain tax positions is determined by prescribing the minimum probability threshold that a tax position is more likely than not to be sustained based on the technical merits of the position. Mosaic is continually under audit by various authorities in the normal course of business. Such tax authorities may raise issues contrary to positions taken by the Company. If such positions are ultimately not sustained by the Company, this could result in material assessments to the Company. The costs related to defending, if needed, such positions on appeal or in court may be material. The Company believes that any issues raised have been properly accounted for in its current financial statements.
Generally, for interim periods, income tax is equal to the total of (1) year-to-date pretax income multiplied by our forecasted effective tax rate, plus (2) tax expense items specific to the period. However, due to the interaction of uncertain market conditions and large permanent differences, our ability to forecast an annual effective tax rate was impacted. Therefore, for the three months ended on June 30, 2026, the Company recorded its interim income tax provision using the discrete method, as provided under Accounting Standards Codification (“ASC”) 740-270-30-18, “Income Taxes – Interim Reporting.” The discrete method is applied when the application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. The discrete method treats the year-to-date period as if it were the annual period and determines the income tax expense or benefit on that basis.
For the three months ended June 30, 2026, income tax expense was a benefit of $33.8 million. The benefit primarily related to the mix of earnings across the jurisdictions in which we operate and a benefit associated with depletion, partially offset by the impact of certain entities being taxed in both their foreign jurisdiction and the U.S., including foreign tax credits for various taxes incurred, withholding tax, changes to valuation allowances in Brazil and share-based excess costs.
| Table of Contents | ||||||||
| THE MOSAIC COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) |
For the six months ended June 30, 2026, income tax expense was a benefit of $64.8 million. The benefit primarily related to the mix of earnings across the jurisdictions in which we operate, a benefit associated with depletion, partially offset by the impact of certain entities being taxed in both their foreign jurisdiction and the U.S., including foreign tax credits for various taxes incurred, withholding tax, changes to valuation allowances in Brazil and share-based excess costs.
12. Derivative Instruments and Hedging Activities
We periodically enter into derivatives to mitigate our exposure to foreign currency risks, interest rate movements 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, commodity and freight derivatives are immediately recognized in earnings.
We do not apply hedge accounting treatments to our foreign currency exchange contracts, commodities contracts or freight contracts. 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 and certain forward freight agreements 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 caption in the Condensed Consolidated Statements of Earnings.
From time to time, we enter into fixed-to-floating interest rate contracts. We apply fair value hedge accounting treatment to these contracts. Under these arrangements, we agree to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. The mark-to-market of these fair value hedges is recorded as gains or losses in interest expense. We had no fixed-to-floating interest rate swap agreements in effect as of June 30, 2026 and December 31, 2025.
As of June 30, 2026 and December 31, 2025, the gross asset position of our derivative instruments was $2.2 million and $3.3 million, respectively, and the gross liability position of our liability instruments was $0.7 million and $2.7 million, respectively.
The following is the total absolute notional volume associated with our outstanding derivative instruments:
| (in millions of Units) | June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||
| Derivative Instrument | Derivative Category | Unit of Measure | ||||||||||||||||||||||||
| Foreign currency derivatives | Foreign currency | US Dollars | 341.6 | 433.3 | ||||||||||||||||||||||
| Natural gas derivatives | Commodity | MMbtu | — | 0.9 | ||||||||||||||||||||||
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 June 30, 2026 and December 31, 2025 was $0.4 million and $0.6 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 June 30, 2026, we would have been required to post an additional $0.4 million of collateral assets, which are either cash or U.S. Treasury instruments, to the counterparties.
Counterparty Credit Risk
We enter into foreign exchange, 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-
| Table of Contents | ||||||||
| THE MOSAIC COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) |
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.
13. Fair Value Measurements
Following is a summary of the valuation techniques for assets and liabilities recorded in our Condensed 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, which typically expire within 18 months. Most of the valuations are adjusted by a forward yield curve or interest rates. In such cases, these derivative contracts are classified within Level 2. Some valuations are based on exchange-quoted prices, which are classified as Level 1. Changes in the fair market values of these contracts are recognized in the Condensed Consolidated Financial Statements as a component of cost of goods sold in our Corporate, Eliminations and Other segment, or foreign currency transaction (gain) loss. As of June 30, 2026 and December 31, 2025, the gross asset position of our foreign currency derivative instruments was $2.2 million and $3.3 million, respectively, and the gross liability position of our foreign currency derivative instruments was $0.7 million and $2.3 million, respectively.
Commodity Derivatives - The commodity contracts primarily relate to natural gas. The commodity derivative instruments that we currently use are forward purchase contracts and swaps. The natural gas contracts settle using NYMEX futures or AECO price indexes, which represent fair value at any given time. The contracts’ maturities and settlements are scheduled 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. Changes in the fair market values of these contracts are recognized in the Condensed Consolidated Financial Statements as a component of cost of goods sold in our Corporate, Eliminations and Other segment. The gross asset position of our commodity derivative instruments was zero as of June 30, 2026 and December 31, 2025, and the gross liability position of our commodity instruments was zero and $0.4 million as of June 30, 2026 and December 31, 2025, respectively.
Interest Rate Derivatives - We manage interest expense through interest rate contracts to convert a portion of our fixed-rate debt into floating-rate debt. From time to time, we also enter into interest rate swap agreements to hedge our exposure to changes in future interest rates related to anticipated debt issuances. Valuations are based on external pricing sources and are classified as Level 2. Changes in the fair market values of these contracts are recognized in the Condensed Consolidated Financial Statements as a component of interest expense. We did not hold any interest rate derivative positions as of June 30, 2026.
Financial Instruments
The carrying amounts and estimated fair values of our financial instruments are as follows:
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||
| Cash and cash equivalents | $ | 294.0 | $ | 294.0 | $ | 276.6 | $ | 276.6 | |||||||||||||||
| Accounts receivable | 860.1 | 860.1 | 1,078.6 | 1,078.6 | |||||||||||||||||||
| Equity securities | 1,755.1 | 1,755.1 | 1,804.2 | 1,804.2 | |||||||||||||||||||
| Accounts payable | 1,177.4 | 1,177.4 | 1,171.9 | 1,171.9 | |||||||||||||||||||
| Structured accounts payable arrangements | 353.1 | 353.1 | 480.1 | 480.1 | |||||||||||||||||||
| Short-term debt | 1,021.3 | 1,021.3 | 759.9 | 759.9 | |||||||||||||||||||
| Long-term debt, including current portion | 4,834.4 | 4,800.3 | 4,294.0 | 4,311.0 |
For cash and cash equivalents, accounts receivables, accounts payable, structured accounts payable arrangements and short-term debt, the carrying amount approximates fair value because of the short-term maturity of those instruments. Equity securities represent our Ma’aden shares and are carried at fair value based on the unadjusted quoted price on the Saudi
| Table of Contents | ||||||||
| THE MOSAIC COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) |
Exchange (Tadawul), which results in a Level 1 classification. Our floating rate long-term debt is non-public, bears a variable SOFR-based rate and consists of our borrowings under our term loan facility. The fair value of our floating rate debt approximates the carrying value and is estimated based on market-based inputs, including interest rates and credit spreads, which results in a Level 2 classification. The fair value of fixed rate 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. For information regarding the fair value of our marketable securities held in trusts, see Note 8 of our Notes to Consolidated Financial Statements. Assets and liabilities measured at fair value on a nonrecurring basis, all of which are categorized within Level 3 of the fair value hierarchy, are described in Note 18.
| Table of Contents | ||||||||
| THE MOSAIC COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) |
14. Accumulated Other Comprehensive Income (Loss) (“AOCI”)
The following table sets forth the changes in AOCI, net of tax, by component during the three and six months ended June 30, 2026 and June 30, 2025:
| Foreign Currency Translation Gain (Loss) | Net Actuarial Gain and Prior Service Cost | Amortization of Gain on Interest Rate Swap | Net Gain (Loss) on Marketable Securities Held in Trust | Total | |||||||||||||||||||||||||
| Three Months Ended June 30, 2026 | |||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | (2,065.5) | $ | (29.7) | $ | 7.9 | $ | (3.9) | $ | (2,091.2) | |||||||||||||||||||
| Other comprehensive income (loss) | (71.8) | 0.2 | (0.1) | (1.2) | (72.9) | ||||||||||||||||||||||||
| Tax (expense) benefit | (2.1) | (1.1) | — | 0.2 | (3.0) | ||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | (73.9) | (0.9) | (0.1) | (1.0) | (75.9) | ||||||||||||||||||||||||
| Other comprehensive income (loss) attributable to noncontrolling interest | 0.4 | — | — | — | 0.4 | ||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | (2,139.0) | $ | (30.6) | $ | 7.8 | $ | (4.9) | $ | (2,166.7) | |||||||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | (2,313.8) | $ | (22.0) | $ | 8.0 | $ | (6.7) | $ | (2,334.5) | |||||||||||||||||||
| Other comprehensive income (loss) | 231.0 | 0.3 | — | 10.0 | 241.3 | ||||||||||||||||||||||||
| Tax (expense) benefit | 8.8 | (1.2) | — | (2.3) | 5.3 | ||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | 239.8 | (0.9) | — | 7.7 | 246.6 | ||||||||||||||||||||||||
| Other comprehensive income (loss) attributable to noncontrolling interest | (1.2) | — | — | — | (1.2) | ||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | (2,075.2) | $ | (22.9) | $ | 8.0 | $ | 1.0 | $ | (2,089.1) | |||||||||||||||||||
| Six Months Ended June 30, 2026 | |||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | (2,115.7) | $ | (24.8) | $ | 7.9 | $ | 0.7 | $ | (2,131.9) | |||||||||||||||||||
| Other comprehensive income (loss) | (20.9) | 0.5 | (0.1) | (7.2) | (27.7) | ||||||||||||||||||||||||
| Tax (expense) benefit | (1.4) | (6.3) | — | 1.6 | (6.1) | ||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | (22.3) | (5.8) | (0.1) | (5.6) | (33.8) | ||||||||||||||||||||||||
| Other comprehensive income (loss) attributable to noncontrolling interest | (1.0) | — | — | — | (1.0) | ||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | (2,139.0) | $ | (30.6) | $ | 7.8 | $ | (4.9) | $ | (2,166.7) | |||||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | (2,420.3) | $ | (22.1) | $ | 8 | $ | (14.6) | $ | (2,449) | |||||||||||||||||||
| Other comprehensive income (loss) | 340.1 | 0.5 | — | 20.3 | 360.9 | ||||||||||||||||||||||||
| Tax (expense) benefit | 7.8 | (1.3) | — | (4.7) | 1.8 | ||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | 347.9 | (0.8) | — | 15.6 | 362.7 | ||||||||||||||||||||||||
| Other comprehensive income (loss) attributable to noncontrolling interest | (2.8) | — | — | — | (2.8) | ||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | (2,075.2) | $ | (22.9) | $ | 8.0 | $ | 1.0 | $ | (2,089.1) |
| Table of Contents | ||||||||
| THE MOSAIC COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) |
15. Related Party Transactions
We enter into transactions and agreements with certain of our non-consolidated companies and other related parties from time to time. As of June 30, 2026, the net amount due to our non-consolidated companies totaled $132.0 million. As of December 31, 2025, the net amount due from our non-consolidated companies totaled $10.0 million.
The Condensed Consolidated Statements of Earnings included the following transactions with our non-consolidated companies:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Transactions with related parties included in net sales(a) | $ | 309.5 | $ | 324.4 | $ | 638.7 | $ | 550.7 | |||||||||||||||
| Transactions with related parties included in cost of goods sold(b) | 194.2 | 229.2 | 391.9 | 402.0 |
______________________________
(a) Amounts included in net sales primarily relate to sales from our Potash segment to Canpotex.
(b) Amounts included in cost of goods sold primarily relate to purchases from Canpotex by our Mosaic Fertilizantes segment and India and China distribution businesses.
16. Contingencies
We have described below material judicial and administrative proceedings to which we are subject.
Environmental Matters
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 or groundwater impacts. Spills or other releases of regulated substances, subsidence at our facilities and other incidents arising out of operations, including accidents, have occurred previously at these facilities, and potentially 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 $150.7 million and $192.2 million as of June 30, 2026 and December 31, 2025, respectively, of which $71.3 million and $87.9 million are included in Accrued Liabilities and $79.4 million and $104.3 million in Other Non Current Liabilities in the Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, 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.
New Wales Phase II East Stack. In April 2022 we confirmed the presence of a cavity in and liner tear beneath the southern part of the active phosphogypsum stack at the Company’s New Wales facility in Florida. This resulted in process water draining beneath the stack. The circumstances were reported to the FDEP and EPA. Phase I of the repairs, consisting of stabilizing the cavity by depositing low pressure grout into it, began in July 2022 and now is complete. Phase II work, which consists of injecting high pressure grout beneath the stack to restore the geological confining layer beneath it, began in early in 2023 and the work is now complete.
New Wales Phase II West Stack. In October 2023, we observed a series of seismic acoustic emissions and changes to piezometric water levels in a part of the Phase II West phosphogypsum stack at the New Wales, Florida facility. These observations may be an indication of a breach in the stack liner system and were reported to the FDEP and EPA. We have begun repairs; stabilization grouting is complete and high-pressure grouting, which began in October 2024, is expected to
| Table of Contents | ||||||||
| THE MOSAIC COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) |
conclude in the summer of 2026. The area of the stack is not in use for either process water storage or additional gypsum placement. It lies within a zone of capture of a recovery groundwater well, which is operating as intended. No offsite impacts are known or expected.
As of June 30, 2026, we have a reserve of $45.7 million for estimated repairs. We are unable to estimate at this time potential future additional financial impacts or a range of loss.
EPA RCRA Initiative. We have certain financial assurance and other obligations under consent decrees and a separate financial assurance arrangement relating to our facilities in Florida and Louisiana. These obligations are discussed in Note 14 of our Notes to Consolidated Financial Statements in our 10-K Report.
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; CF; Conoco; Conserv; Estech, Inc.; Kaiser Aluminum & Chemical Corporation; Kerr-McGee Inc.; PPG Industries, Inc.; The Williams Companies; 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. The failure of an indemnitor to fulfill its obligations could result in future costs that could be material.
Antitrust Matter. Beginning in March 2026, several putative antitrust class action lawsuits were filed in various U.S. federal courts against Mosaic and other fertilizer producers by purported direct and indirect purchasers of nitrogen, phosphate and potash fertilizer products. The complaints generally allege that Mosaic and other defendants engaged in anticompetitive conduct in violation of U.S. antitrust laws in connection with the pricing and sale of fertilizer products in the United States, and seek certification of nationwide and/or state classes, treble damages, injunctive relief and attorneys’ fees and costs. On June 9, 2026, the U.S. Judicial Panel on Multidistrict Litigation consolidated and centralized these actions for coordinated pretrial proceedings in the District of Kansas before U.S. District Judge Eric F. Melgren. The Company disputes the allegations and intends to defend these matters vigorously.
Brazil Legal Contingencies
Our Brazilian subsidiaries are engaged in a number of judicial and administrative proceedings regarding labor, environmental, mining and civil claims that allege aggregate damages and/or fines of approximately $536.7 million. We estimate that our probable aggregate loss with respect to these claims is approximately $75.6 million, which is included in our accrued liabilities in our Condensed Consolidated Balance Sheets at June 30, 2026. Approximately $380.4 million of the foregoing maximum potential loss relates to labor claims, of which approximately $53.7 million is included in accrued liabilities in our Condensed Consolidated Balance Sheets at June 30, 2026.
Based on Brazil legislation and the current status of similar labor cases involving unrelated companies, we believe we have recorded adequate loss contingency reserves sufficient to cover our estimate of probable losses. If the status of similar cases involving unrelated companies were to adversely change in the future, our maximum exposure could increase and additional accruals could be required.
| Table of Contents | ||||||||
| THE MOSAIC COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) |
Brazil Tax Contingencies
Our Brazilian subsidiaries are 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 $815.6 million, of which $198.9 million is subject to an indemnification agreement entered into with Vale S.A in connection with the Acquisition.
Approximately $492.6 million of the maximum potential liability relates to a Brazilian federal value added tax, PIS and COFINS, and tax credit cases, while the majority of the remaining amount relates to various other non-income tax cases. The maximum potential liability can increase with new audits from Brazilian tax authorities. Based on Brazil tax legislation and the current status of similar tax cases involving unrelated taxpayers, we believe we have recorded adequate loss contingency reserves sufficient to cover our estimate of probable losses, which are immaterial. If the status of similar tax cases involving unrelated taxpayer changes in the future, additional accruals could be required.
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.
17. 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 (“CODM”). Our CODM is our chief executive officer.
Our CODM uses more than one measure to evaluate performance of our segments and allocate resources, including gross margin and operating earnings, for each segment. The financial results of our business segments includes certain allocations of corporate selling, general and administrative expenses. Therefore, the results may not represent the actual results that would be expected if the segments were independent, stand-alone businesses. Intersegment eliminations, including profit on intersegment sales, mark-to-market gains/losses on derivatives, debt expenses and the results of the China and India distribution businesses are included within Corporate, Eliminations and Other. Certain selling, general and administrative costs that are not controllable by the business segments are included with Corporate, Eliminations and Other. For a description of our business segments, see Note 1 to the Condensed Consolidated Financial Statements.
Segment information for the three and six months ended June 30, 2026 and 2025 was as follows:
| Phosphate | Potash | Mosaic Fertilizantes | Corporate, Eliminations and Other**(a)** | Total | |||||||||||||||||||||||||
| Three months ended June 30, 2026 | |||||||||||||||||||||||||||||
| Net sales to external customers | $ | 968.7 | $ | 639.7 | $ | 1,033.8 | $ | 181.9 | $ | 2,824.1 | |||||||||||||||||||
| Intersegment net sales | 277.6 | 10.6 | — | (288.2) | — | ||||||||||||||||||||||||
| Net sales | 1,246.3 | 650.3 | 1,033.8 | (106.3) | 2,824.1 | ||||||||||||||||||||||||
| Cost of goods sold(b) | 1,250.8 | 443.0 | 1,027.6 | (112.0) | 2,609.4 | ||||||||||||||||||||||||
| Gross margin | (4.5) | 207.3 | 6.2 | 5.7 | 214.7 | ||||||||||||||||||||||||
| Canadian resource taxes | — | 70.4 | — | — | 70.4 | ||||||||||||||||||||||||
| Gross margin (excluding Canadian resource taxes) | (4.5) | 277.7 | 6.2 | 5.7 | 285.1 | ||||||||||||||||||||||||
| Selling, general and administrative(c) | 12.2 | 6.8 | 32.1 | 80.5 | 131.6 | ||||||||||||||||||||||||
| Loss on assets sold and to be sold | — | 1.7 | — | 4.5 | 6.2 | ||||||||||||||||||||||||
| Other operating expenses(d) | 87.1 | 3.3 | 14.9 | 7.1 | 112.4 | ||||||||||||||||||||||||
| Operating earnings (loss) | (103.8) | 195.5 | (40.8) | (86.4) | (35.5) | ||||||||||||||||||||||||
| Capital expenditures | 201.2 | 67.8 | 47.4 | 3.9 | 320.3 | ||||||||||||||||||||||||
| Depreciation, depletion and amortization expense | 132.5 | 76.3 | 73.9 | 9.4 | 292.1 | ||||||||||||||||||||||||
| Three months ended June 30, 2025 | |||||||||||||||||||||||||||||
| Net sales to external customers | $ | 984.6 | $ | 711.7 | $ | 1,174.9 | $ | 134.5 | $ | 3,005.7 |
| Table of Contents | ||||||||
| THE MOSAIC COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) |
| Intersegment net sales | 188.4 | (1.2) | — | (187.2) | — | ||||||||||||||||||||||||
| Net sales | 1,173.0 | 710.5 | 1,174.9 | (52.7) | 3,005.7 | ||||||||||||||||||||||||
| Cost of goods sold(b) | 1,070.0 | 501.1 | 1,013.2 | (97.2) | 2,487.1 | ||||||||||||||||||||||||
| Gross margin | 103.0 | 209.4 | 161.7 | 44.5 | 518.6 | ||||||||||||||||||||||||
| Canadian resource taxes | — | 61.7 | — | — | 61.7 | ||||||||||||||||||||||||
| Gross margin (excluding Canadian resource taxes) | 103.0 | 271.1 | 161.7 | 44.5 | 580.3 | ||||||||||||||||||||||||
| Selling, general and administrative(c) | 12.4 | 8.3 | 61.2 | 85.3 | 167.2 | ||||||||||||||||||||||||
| Other operating expenses(d) | 98.5 | 6.9 | (8.5) | 10.1 | 107.0 | ||||||||||||||||||||||||
| Operating earnings (loss) | (7.9) | 194.1 | 109.0 | (50.8) | 244.4 | ||||||||||||||||||||||||
| Capital expenditures | 184.7 | 73.2 | 45.6 | 1.1 | 304.6 | ||||||||||||||||||||||||
| Depreciation, depletion and amortization expense | 129.2 | 79.4 | 43.9 | 9.2 | 261.7 | ||||||||||||||||||||||||
| Six months ended June 30, 2026 | |||||||||||||||||||||||||||||
| Net sales to external customers | $ | 2,180.5 | $ | 1,311.1 | $ | 1,970.9 | $ | 359.6 | $ | 5,822.1 | |||||||||||||||||||
| Intersegment net sales | 491.8 | 6.6 | — | (498.4) | — | ||||||||||||||||||||||||
| Net sales | 2,672.3 | 1,317.7 | 1,970.9 | (138.8) | 5,822.1 | ||||||||||||||||||||||||
| Cost of goods sold(b) | 2,673.4 | 919.1 | 1,930.1 | (150.8) | 5,371.8 | ||||||||||||||||||||||||
| Gross margin | (1.1) | 398.6 | 40.8 | 12.0 | 450.3 | ||||||||||||||||||||||||
| Canadian resource taxes | — | 137.2 | — | — | 137.2 | ||||||||||||||||||||||||
| Gross margin (excluding Canadian resource taxes) | (1.1) | 535.8 | 40.8 | 12.0 | 587.5 | ||||||||||||||||||||||||
| Selling, general and administrative(c) | 25.1 | 15.4 | 68.2 | 158.8 | 267.5 | ||||||||||||||||||||||||
| Loss on assets sold and to be sold | — | 1.7 | 232.6 | 4.5 | 238.8 | ||||||||||||||||||||||||
| Other operating expenses(d) | 125.5 | 9.1 | 202.9 | 14.9 | 352.4 | ||||||||||||||||||||||||
| Operating earnings (loss) | (151.7) | 372.4 | (462.9) | (166.2) | (408.4) | ||||||||||||||||||||||||
| Capital expenditures | 423.2 | 116.5 | 132.9 | 4.5 | 677.1 | ||||||||||||||||||||||||
| Depreciation, depletion and amortization expense | 283.5 | 166.1 | 139.8 | 19.3 | 608.7 | ||||||||||||||||||||||||
| Six months ended June 30, 2025 | |||||||||||||||||||||||||||||
| Net sales to external customers | $ | 1,949.4 | $ | 1,281.9 | $ | 2,108.7 | $ | 286.6 | $ | 5,626.6 | |||||||||||||||||||
| Intersegment net sales | 322.2 | (1.2) | — | (321.0) | — | ||||||||||||||||||||||||
| Net sales | 2,271.6 | 1,280.7 | 2,108.7 | (34.4) | 5,626.6 | ||||||||||||||||||||||||
| Cost of goods sold(b) | 2,001.3 | 902.7 | 1,820.0 | (104.4) | 4,619.6 | ||||||||||||||||||||||||
| Gross margin | 270.3 | 378.0 | 288.7 | 70.0 | 1,007.0 | ||||||||||||||||||||||||
| Canadian resource taxes | — | 109.0 | — | — | 109.0 | ||||||||||||||||||||||||
| Gross margin (excluding Canadian resource taxes) | 270.3 | 487.0 | 288.7 | 70.0 | 1,116.0 | ||||||||||||||||||||||||
| Selling, general and administrative(c) | 24.5 | 16.1 | 84.4 | 164.8 | 289.8 | ||||||||||||||||||||||||
| Other operating expenses(d) | 114.3 | 11.0 | (3.2) | 12.2 | 134.3 | ||||||||||||||||||||||||
| Operating earnings (loss) | 131.5 | 350.9 | 207.5 | (107.0) | 582.9 | ||||||||||||||||||||||||
| Capital expenditures | 421.0 | 118.3 | 104.8 | 1.3 | 645.4 | ||||||||||||||||||||||||
| Depreciation, depletion and amortization expense | 242.4 | 160.4 | 82.0 | 19.9 | 504.7 | ||||||||||||||||||||||||
| Total Assets | |||||||||||||||||||||||||||||
| As of June 30, 2026 | $ | 10,196.8 | $ | 6,262.7 | $ | 4,983.5 | $ | 3,197.7 | $ | 24,640.7 | |||||||||||||||||||
| As of December 31, 2025 | 10,239.0 | 6,610.6 | 4,618.5 | 3,012.0 | 24,480.1 |
______________________________
(a)The “Corporate, Eliminations and Other” category includes the results of our ancillary distribution operations in India and China. For the three and six months ended June 30, 2026, distribution operations in India and China collectively had revenue of $179.9 million and $356.9 million, respectively, and gross margin of $20.1 million and $41.6 million, respectively. For the three and six months ended June 30, 2025, distribution operations in India and China collectively had revenue of $132.4 million and $279.9 million, respectively, and gross margin of $19.7 million and $40.0 million, respectively. These operations do not meet the quantitative thresholds for determining reportable segments.
| Table of Contents | ||||||||
| THE MOSAIC COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) |
(b)The primary components of cost of goods sold are raw material purchases, including sulfur and ammonia, conversion costs and transportation costs.
(c)Selling, general and administrative expenses include nonmanufacturing payroll expense and professional services expense.
(d)Other operating expenses typically relate to five major categories: (1) AROs, (2) environmental and legal reserves, (3) idle facility costs, (4) insurance reimbursements, and (5) gain/loss on sale or disposal of fixed assets. For the three and six months ended June 30, 2026, this includes the write-off of $69 million recorded in the Phosphate segment related to engineering and equipment costs for a project that we decided not to move forward with. For the six months ended June 30, 2026, this also includes expenses such as contract terminations, the write-off of property, plant and equipment and inventory, and severance costs as a result of the decision to divest of the Araxá mining and chemical complex and idle the related mining activities at the Patrocínio complex in Brazil that are recorded in the Mosaic Fertilizantes segment.
Financial information relating to our operations by geographic area is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net sales*(a)(b)**:* | |||||||||||||||||||||||
| Brazil | 992.2 | $ | 1,152.4 | $ | 1,916.9 | $ | 2,059.4 | ||||||||||||||||
| Canada | 431.5 | 399.2 | 836.9 | 739.7 | |||||||||||||||||||
| Other foreign countries | 569.2 | 328.6 | 1,055.1 | 639.2 | |||||||||||||||||||
| Total international sales | 1,992.9 | 1,880.2 | 3,808.9 | 3,438.3 | |||||||||||||||||||
| United States | 831.2 | 1,125.5 | 2,013.2 | 2,188.3 | |||||||||||||||||||
| Consolidated | 2,824.1 | $ | 3,005.7 | $ | 5,822.1 | $ | 5,626.6 |
______________________________
(a)Revenues are attributed to countries based on location of customer.
(b)Sales to Cantopex for the three and six months ended June 30, 2026 were $305.0 million and $620.2 million, respectively. Sales to Cantopex for the three and six months ended June 30, 2025 were $318.3 million and $533.8 million. Canpotex sales to the ultimate third-party customers are made to customers in various countries. The countries with the largest portion of third-party customer sales are Brazil, China, India and Indonesia.
Net sales by product type are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Sales by product type: | |||||||||||||||||||||||
| Phosphate Crop Nutrients | $ | 929.9 | $ | 811.0 | $ | 1,971.4 | $ | 1,531.3 | |||||||||||||||
| Potash Crop Nutrients | 615.3 | 750.5 | 1,178.3 | 1,257.9 | |||||||||||||||||||
| Crop Nutrient Blends | 284.0 | 268.2 | 653.7 | 608.3 | |||||||||||||||||||
| Performance Products(a) | 591.1 | 695.2 | 1,163.6 | 1,193.0 | |||||||||||||||||||
| Phosphate Rock | 30.2 | 105.7 | 59.2 | 225.6 | |||||||||||||||||||
| Other(b) | 373.6 | 375.1 | 795.9 | 810.5 | |||||||||||||||||||
| $ | 2,824.1 | $ | 3,005.7 | $ | 5,822.1 | $ | 5,626.6 |
____________________________________________
(a)Includes sales of MicroEssentials®, K-Mag® and Aspire®.
(b)Includes sales of industrial potash, feed products, nitrogen and other products.
| Table of Contents | ||||||||
| THE MOSAIC COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) |
18. Assets Held for Sale and Idle Facilities
Assets Held for Sale
Carlsbad
On December 19, 2025, we entered into an agreement to sell our Carlsbad potash mine in New Mexico for $20 million, subject to adjustment, along with a deferred payment of $10 million payable in three installments from 2029 to 2031. The decision to divest Carlsbad supports our strategic focus on our core potash assets in Canada. The disposal group was classified as held for sale as of December 31, 2025, with fair value determined based on the terms of the sales agreement, resulting in an aggregate carrying amount of approximately $73.5 million of assets and $55.3 million of liabilities as of that date (see Note 26 of our 10-K Report). The Carlsbad disposal group is included in the Potash reportable segment. The aggregate carrying value of assets held for sale as of December 31, 2025 included $184.1 million of property, plant and equipment, net, and $74.4 million of accounts receivable, net, inventories, net, and other assets, offset by a valuation allowance of $185.0 million. During the first quarter of 2026, the expected net sales price was adjusted for working capital settlements and the present value of the deferred payment. The transaction closed on April 30, 2026, and we received cash proceeds of approximately $2 million and the deferred payment of $10 million. The total impairment recognized on the Carlsbad disposal group was approximately $191.2 million, consisting of $185 million recognized during the quarter ended December 31, 2025 and an additional $6.2 million recognized during the second quarter of 2026, both recorded as Loss on assets to be sold in the Condensed Consolidated Statements of Earnings (Loss).
In connection with the transaction, the buyer executed replacement surety bonds totaling approximately $82 million with applicable regulatory agencies for guarantees that were in place prior to the transaction. We are not the named principal on these bonds and have no direct obligation to the regulatory agencies; rather, we provided credit support to the surety in the form of an indemnity of up to $50 million which is subject to call only after the buyer's posted collateral has been drawn. Our maximum indemnity exposure steps down by one-third following each year over a three-year period as the buyer funds cash collateral to the surety and terminates in full on the third anniversary of closing. Based on the structure of the arrangement — including its limited three-year duration, the buyer's contractual cash-collateral funding obligation, and the step-down of our indemnity — we concluded that the fair value of this obligation is not material.
Araxá
During March 2026, we committed to a plan to divest the Araxá mining and chemical complex in Brazil and classified the disposal group as held for sale. As part of our ongoing portfolio optimization efforts, we determined that divesting the Araxá complex would allow us to focus capital and resources on higher-return opportunities within our global phosphate operations. We expect to complete the sale within one year of classification. Upon classification, the disposal group was measured at the lower of carrying value or fair value less costs to sell, resulting in an impairment charge of approximately $233 million recorded in Loss on assets to be sold in the Condensed Consolidated Statements of Earnings (Loss). No additional impairment was recognized during the second quarter of 2026. A reclassification of the related foreign currency translation gain (loss)in stockholder's equity is expected upon closing. The Araxá disposal group is included in the Mosaic Fertilizantes reportable segment.
The fair value of the Araxá disposal group was determined using market participant assumptions, including indicative pricing received from potential buyers. The measurement is classified as Level 3 within the fair value hierarchy due to the use of significant unobservable inputs, including expected sales prices and estimated costs to sell. Changes in these assumptions may result in additional adjustments to the recognized impairment. We evaluate the fair value less costs to sell of the disposal group at each reporting date. Based on its assessment as of June 30, 2026, we determined that no change to the previously recorded valuation allowance was required.
| Table of Contents | ||||||||
| THE MOSAIC COMPANY | ||||||||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued) |
The carrying amounts of the major classes of assets and liabilities of the Araxá disposal group classified as held for sale were as follows:
| (in millions) | |||||
| Assets | June 30, 2026 | ||||
| Property, plant and equipment, net | $ | 329.2 | |||
| Valuation allowance on assets held for sale | (232.6) | ||||
| Current assets held for sale | $ | 96.6 | |||
| Liabilities | |||||
| Accounts payable and accrued expenses | $ | 12.3 | |||
| Asset retirement obligations | 64.3 | ||||
| Current liabilities held for sale | $ | 76.6 |
Idle Facilities
During March 2026, in connection with the decision to divest the Araxá mining and chemical complex, we also idled the related mining activities at the Patrocínio complex in Brazil for the foreseeable future. The mine has been placed in care and maintenance mode with minimal staffing as we evaluate strategic alternatives, including potential exploration of other minerals.
Actions to idle the facilities resulted in pre‑tax charges of approximately $159 million during the three months ended March 31, 2026, recorded in other operating expense in the Condensed Consolidated Statements of Earnings (Loss). These charges consisted of approximately $72 million for contract termination costs, which we do not expect to increase significantly in future periods, $56 million for the write-off of property, plant and equipment, $21 million write‑off of inventory and other assets, and $10 million for severance and other employee-related costs. This write-off related primarily to construction in progress and other specialized mining assets at the Patrocínio complex that we determined, in connection with the idling decision, would no longer be utilized and have no alternative use. These charges were recognized in the first quarter of 2026 and are included within the Mosaic Fertilizantes reportable segment. Consistent with our determination that these assets would no longer be utilized, we also revised our estimates of the remaining useful lives of the other property, plant and equipment at the Patrocínio complex. This resulted in our recognizing accelerated depreciation of approximately $26 million and $52 million during the three and six months ended June 30, 2026, respectively, and care and maintenance costs of approximately $13 million and $37 million, respectively. We have determined that care and maintenance costs represent other associated costs of these exit and disposal activities; however, we are unable to reasonably estimate the total amount of such costs to be incurred in future periods, as they are contingent upon the timing of the anticipated completion of the Araxá sale. Care and maintenance activities are expected to continue through the anticipated completion of the Araxá sale.
Activity in the related exit cost liabilities during the second quarter was limited to an immaterial amount of cash settlements of contract termination and severance obligations in the ordinary course, and there were no material changes in estimates. We expect cash settlements of these obligations by the end of 2026 which will result in a reduction of these liabilities.
| Table of Contents |
Previous: Cover and table of contents · Next: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS