UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________

FORM 10-Q

_______________________________________________________________________

☑    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

OR

 ☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 001-32327

_______________________________________________________________________

The Mosaic Company

(Exact name of registrant as specified in its charter)  

_______________________________________________________________________

Delaware	20-1026454
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

101 East Kennedy Blvd

Suite 2500

Tampa, Florida 33602

(800) 918-8270

(Address and zip code of principal executive offices and registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

_______________________________________________________________________

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MOS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  x     No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):    Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ☐    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 332,280,009 shares of Common Stock as of July 28, 2023.

Table of Contents
PART I.	FINANCIAL INFORMATION
	Item 1.	Financial Statements	1
		Condensed Consolidated Statements of Earnings	1
		Condensed Consolidated Statements of Comprehensive Income	2
		Condensed Consolidated Balance Sheets	3
		Condensed Consolidated Statements of Cash Flows	4
		Condensed Consolidated Statements of Equity	6
		Notes to Condensed Consolidated Financial Statements	7
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
	Item 4.	Controls and Procedures	46
PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings	47
	Item 1A.	Risk Factors	49
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
	Item 4.	Mine Safety Disclosures	49
	Item 6.	Exhibits	50
	Signatures		51

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

THE MOSAIC COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In millions, except per share amounts)

(Unaudited)

	Three months ended				Six months ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Net sales	$	3,394.0	$	5,373.1	$	6,998.3	$	9,295.4
Cost of goods sold	2,822.9		3,526.8		5,756.8		6,010.0
Gross margin	571.1		1,846.3		1,241.5		3,285.4
Selling, general and administrative expenses	129.9		108.2		257.6		240.6
Other operating expense	72.0		63.9		70.1		114.8
Operating earnings	369.2		1,674.2		913.8		2,930.0
Interest expense, net	(36.0)		(34.1)		(77.1)		(73.4)
Foreign currency transaction gain	148.5		(227.2)		199.9		83.5
Other expense	(7.1)		(35.7)		(16.0)		(35.5)
Earnings from consolidated companies before income taxes	474.6		1,377.2		1,020.6		2,904.6
Provision for income taxes	108.4		369.3		226.7		741.7
Earnings from consolidated companies	366.2		1,007.9		793.9		2,162.9
Equity in net earnings of nonconsolidated companies	12.9		35.9		44.2		66.6
Net earnings including noncontrolling interests	379.1		1,043.8		838.1		2,229.5
Less: Net earnings attributable to noncontrolling interests	10.1		7.9		34.3		11.6
Net earnings attributable to Mosaic	$	369.0	$	1,035.9	$	803.8	$	2,217.9
Basic net earnings per share attributable to Mosaic	$	1.11	$	2.88	$	2.41	$	6.11
Basic weighted average number of shares outstanding	332.2		359.5		333.8		362.8
Diluted net earnings per share attributable to Mosaic	$	1.11	$	2.85	$	2.39	$	6.05
Diluted weighted average number of shares outstanding	333.7		363.1		336.2		366.5

See Notes to Condensed Consolidated Financial Statements

1

THE MOSAIC COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

	Three months ended				Six months ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Net earnings including noncontrolling interest	$	379.1	$	1,043.8	$	838.1	$	2,229.5
Other comprehensive income, net of tax
Foreign currency translation gain (loss)	146.0		(275.3)		175.4		30.0
Net actuarial gain and prior service cost	0.3		0.4		0.7		0.8
Realized gain on interest rate swap	0.4		0.3		0.9		0.8
Net (loss) gain on marketable securities held in trust fund	(10.6)		3.2		6.0		(25.2)
Other comprehensive income (loss)	136.1		(271.4)		183.0		6.4
Comprehensive income	515.2		772.4		1,021.1		2,235.9
Less: Comprehensive income attributable to noncontrolling interest	11.4		5.3		36.3		13.3
Comprehensive income attributable to Mosaic	$	503.8	$	767.1	$	984.8	$	2,222.6

See Notes to Condensed Consolidated Financial Statements

2

THE MOSAIC COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except per share amounts)

(Unaudited)

	June 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	626.1	$	735.4
Receivables, net, including affiliate receivables of $32.6 and $291.5, respectively	1,222.2		1,699.9
Inventories	3,148.7		3,543.1
Other current assets	714.7		578.2
Total current assets	5,711.7		6,556.6
Property, plant and equipment, net of accumulated depreciation of $9,458.6 and $8,944.9, respectively	13,094.6		12,678.7
Investments in nonconsolidated companies	893.1		885.9
Goodwill	1,138.6		1,116.3
Deferred income taxes	793.9		752.3
Other assets	1,508.3		1,396.2
Total assets	$	23,140.2	$	23,386.0
Liabilities and Equity
Current liabilities:
Short-term debt	$	229.0	$	224.9
Current maturities of long-term debt	969.6		985.3
Structured accounts payable arrangements	592.5		751.2
Accounts payable, including affiliate payables of $445.8 and $353.2, respectively	1,233.0		1,292.5
Accrued liabilities	1,815.3		2,279.9
Total current liabilities	4,839.4		5,533.8
Long-term debt, less current maturities	2,423.3		2,411.9
Deferred income taxes	1,031.1		1,010.1
Other noncurrent liabilities	2,291.0		2,236.0
Equity:
Preferred Stock, $0.01 par value, 15,000,000 shares authorized, none issued and outstanding as of June 30, 2023 and December 31, 2022	—		—
Common Stock, $0.01 par value, 1,000,000,000 shares authorized, 393,818,064 shares issued and 332,234,087 shares outstanding as of June 30, 2023, 391,964,464 shares issued and 339,071,423 shares outstanding as of December 31, 2022	3.3		3.4
Capital in excess of par value	8.1		—
Retained earnings	14,364.8		14,203.4
Accumulated other comprehensive loss	(1,971.2)		(2,152.2)
Total Mosaic stockholders' equity	12,405.0		12,054.6
Noncontrolling interests	150.4		139.6
Total equity	12,555.4		12,194.2
Total liabilities and equity	$	23,140.2	$	23,386.0

See Notes to Condensed Consolidated Financial Statements

3

THE MOSAIC COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	Six months ended
	June 30, 2023		June 30, 2022
Cash Flows from Operating Activities:
Net earnings including noncontrolling interests	$	838.1	$	2,229.5
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:
Depreciation, depletion and amortization	464.2		471.7
Deferred and other income taxes	3.7		297.3
Equity in net (earnings) of nonconsolidated companies, net of dividends	(19.2)		(66.6)
Accretion expense for asset retirement obligations	46.0		39.6
Accretion expense for leases	10.7		6.5
Share-based compensation expense	21.0		15.5
Unrealized loss (gain) on derivatives	(40.2)		(66.4)
Foreign currency adjustments	(154.3)		(76.3)
Gain on sale of business	(56.5)		—
Other	51.2		49.9
Changes in assets and liabilities:
Receivables, net	536.3		(721.3)
Inventories	471.0		(818.4)
Other current and noncurrent assets	(275.8)		(227.1)
Accounts payable and accrued liabilities	(731.7)		1,072.9
Other noncurrent liabilities	57.2		(115.5)
Net cash provided by operating activities	1,221.7		2,091.3
Cash Flows from Investing Activities:
Capital expenditures	(631.8)		(553.1)
Purchases of available-for-sale securities - restricted	(811.8)		(425.9)
Proceeds from sale of available-for-sale securities - restricted	796.8		415.2
Proceeds from sale of business	158.4		—
Acquisition of business	(41.0)		—
Other	(3.5)		1.9
Net cash used in investing activities	(532.9)		(561.9)
Cash Flows from Financing Activities:
Payments of short-term debt	(5,295.6)		(119.3)
Proceeds from issuance of short-term debt	5,299.5		130.3
Payments of inventory financing arrangement	(601.4)		(1,250.4)
Proceeds from inventory financing arrangement	601.4		947.7
Payments of structured accounts payable arrangements	(771.9)		(770.7)
Proceeds from structured accounts payable arrangements	595.4		796.4
Collections of transferred receivables	1,177.7		683.5
Payments of transferred receivables	(1,087.5)		(764.6)
Payments of long-term debt	(29.1)		(28.6)
Repurchases of stock	(456.0)		(999.4)
Cash dividends paid	(220.1)		(94.5)
Other	(28.0)		13.4
Net cash used in financing activities	(815.6)		(1,456.2)
Effect of exchange rate changes on cash	13.5		(2.1)
Net change in cash, cash equivalents and restricted cash	(113.3)		71.1
Cash, cash equivalents and restricted cash - December 31	754.1		786.3
Cash, cash equivalents and restricted cash - June 30	$	640.8	$	857.4

See Notes to Condensed Consolidated Financial Statements

4

THE MOSAIC COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In millions)

(Unaudited)

	Six months ended
	June 30, 2023		June 30, 2022
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	$	626.1	$	839.1
Restricted cash in other current assets	9.5		9.4
Restricted cash in other assets	5.2		8.9
Total cash, cash equivalents and restricted cash shown in the unaudited condensed consolidated statement of cash flows	$	640.8	$	857.4
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest (net of amount capitalized of $15.0 and $12.1 for the three and six months ended June 30, 2023 and 2022, respectively)	$	88.2	$	84.1
Income taxes (net of refunds)	372.9		492.0

See Notes to Condensed Consolidated Financial Statements

5

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, 2022	362.0	$	3.6	$	56.6	$	13,196.5	$	(1,618.3)	$	152.4	$	11,790.8
Total comprehensive income	—	—		—		1,035.9		(268.8)		5.3		772.4
Stock option exercises	—	—		5.1		—		—		—		5.1
Vesting of restricted stock units	0.2	—		0.3		—		—		—		0.3
Stock based compensation	—	—		7.3		—		—		—		7.3
Share repurchases	(10.1)	(0.1)		(69.3)		(542.9)		—		—		(612.3)
Dividends ($0.15 per share)	—	—		—		(54.6)		—		—		(54.6)
Balance as of June 30, 2022	352.1	$	3.5	$	—	$	13,634.9	$	(1,887.1)	$	157.7	$	11,909.0
Balance as of December 31, 2021	368.7	$	3.7	$	478.0	$	12,014.2	$	(1,891.8)	$	144.4	$	10,748.5
Total comprehensive income	—	—		—		2,217.9		4.7		13.3		2,235.9
Stock option exercises	—	—		13.4		—		—		—		13.4
Vesting of restricted stock units	1.1	—		(19.2)		—		—		—		(19.2)
Stock based compensation	—	—		19.1		—		—		—		19.1
Share repurchases	(17.7)	(0.2)		(491.3)		(542.9)		—		—		(1,034.4)
Dividends ($0.15 per share)	—	—		—		(54.3)		—		—		(54.3)
Balance as of June 30, 2022	352.1	$	3.5	$	—	$	13,634.9	$	(1,887.1)	$	157.7	$	11,909.0
Balance as of March 31, 2023	332.1	$	3.3	$	—	$	13,996.5	$	(2,106.0)	$	162.7	$	12,056.5
Total comprehensive income	—	—		—		369.0		134.8		11.4		515.2
Vesting of restricted stock units	0.1	—		(0.5)		—		—		—		(0.5)
Stock based compensation	—	—		8.6		—		—		—		8.6
Dividends ($0.20 per share)	—	—		—		(0.7)		—		—		(0.7)
Equity to noncontrolling interests	—	—		—		—		—		(23.7)		(23.7)
Balance as of June 30, 2023	332.2	$	3.3	$	8.1	$	14,364.8	$	(1,971.2)	$	150.4	$	12,555.4
Balance as of December 31, 2022	339.1	$	3.4	$	—	$	14,203.4	$	(2,152.2)	$	139.6	$	12,194.2
Total comprehensive income	—	—		—		803.8		181.0		36.3		1,021.1
Vesting of restricted stock units	1.8	—		(0.5)		(53.3)		—		—		(53.8)
Stock based compensation	—	—		21.0		—		—		—		21.0
Share repurchases, including tax of $3.5 million	(8.7)	(0.1)		(12.4)		(439.0)		—		—		(451.5)
Dividends ($0.45 per share)	—	—		—		(150.1)		—		—		(150.1)
Equity to noncontrolling interests	—	—		—		—		—		(25.5)		(25.5)
Balance as of June 30, 2023	332.2	$	3.3	$	8.1	$	14,364.8	$	(1,971.2)	$	150.4	$	12,555.4

See Notes to Condensed Consolidated Financial Statements

6

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 in Peru. These results are consolidated in the Phosphate segment. The Phosphate segment also includes our 25% interest in the Ma’aden Wa’ad Al Shamal Phosphate Company (“MWSPC”), a joint venture to develop, own and operate integrated phosphate production facilities in the Kingdom of Saudi Arabia. We market approximately 25% of MWSPC phosphate production. We recognize our equity in the net earnings or losses relating to MWSPC on a one-quarter lag in our Condensed Consolidated Statements of Earnings.

•Our Potash business segment owns and operates potash mines and production facilities in Canada and the U.S. which produce potash-based crop nutrients, animal feed ingredients and industrial products. Potash sales include domestic and international sales. We are a member of Canpotex, Limited (“Canpotex”), an export association of Canadian potash producers through which we sell our Canadian potash outside the U.S. and Canada.

•Our Mosaic Fertilizantes business segment includes the assets in Brazil that we acquired in the 2018 acquisition (the “Acquisition”) of Vale Fertilizantes S.A. (now known as Mosaic Fertilizantes P&K S.A.), which consist of five phosphate rock mines, four phosphate chemical plants and a potash mine. The segment also includes our legacy 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.

Intersegment eliminations, unrealized 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.

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, 2022 (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.

7

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

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.

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 estimates of fair value of acquired assets and liabilities, the recoverability of non-current assets including goodwill, the useful lives and net realizable values of long-lived assets, environmental and reclamation liabilities, including asset retirement obligations (“ARO”), 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 September 2022, the Financial Accounting Standards Board (“FASB”) issued guidance which requires that a buyer in a supplier financing program make annual disclosures about the program’s key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period, and associated rollforward information. We adopted this standard as of January 1, 2023, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023 (our fiscal 2024). We have historically presented supplier financing programs separately on the face of the balance sheet and disclosed key terms of such programs. As such, adoption of this standard did not impact our balance sheet presentation or footnote disclosures.

8

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	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, 2023		December 31, 2022
Other current assets
Income and other taxes receivable	$	358.6	$	189.4
Prepaid expenses	297.0		237.4
Assets held for sale	—		101.9
Other	59.1		49.5
	$	714.7	$	578.2
Other assets
Restricted cash	$	5.2	$	10.5
MRO inventory	143.8		141.9
Marketable securities held in trust	684.6		666.0
Operating lease right-of-use assets	210.7		182.5
Indemnification asset	24.3		23.7
Long-term receivable	22.8		26.9
Cloud computing cost	90.3		32.9
Other	326.6		311.8
	$	1,508.3	$	1,396.2
Accrued liabilities
Accrued dividends	$	2.9	$	72.9
Payroll and employee benefits	165.9		237.0
Asset retirement obligations	266.0		212.3
Customer prepayments(a)	716.2		743.9
Accrued income and other taxes	106.6		208.3
Operating lease obligation	53.9		50.7
Servicing liability	90.2		—
Other	413.6		754.8
	$	1,815.3	$	2,279.9
Other noncurrent liabilities
Asset retirement obligations	$	1,703.3	$	1,693.3
Accrued pension and postretirement benefits	116.2		103.3
Operating lease obligation	160.1		135.2
Unrecognized tax benefits	36.0		32.5
Other	275.4		271.7
	$	2,291.0	$	2,236.0

9

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

______________________________

(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.

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,
	2023		2022		2023		2022
Net income attributable to Mosaic	$	369.0	$	1,035.9	$	803.8	$	2,217.9
Basic weighted average number of shares outstanding	332.2		359.5		333.8		362.8
Dilutive impact of share-based awards	1.5		3.6		2.4		3.7
Diluted weighted average number of shares outstanding	333.7		363.1		336.2		366.5
Basic net income per share attributable to Mosaic	$	1.11	$	2.88	$	2.41	$	6.11
Diluted net income per share attributable to Mosaic	$	1.11	$	2.85	$	2.39	$	6.05

A total of 0.7 million and 0.4 million shares of common stock subject to issuance related to share-based awards for the three and six months ended June 30, 2023, and zero and 0.1 million for the three and six months ended June 30, 2022, 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, 2023		December 31, 2022
Raw materials	$	180.1	$	177.2
Work in process	825.4		844.8
Finished goods	1,807.7		2,158.3
Final price deferred(a)	125.8		184.2
Operating materials and supplies	209.7		178.6
	$	3,148.7	$	3,543.1

______________________________

(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 $1.1 billion as of June 30, 2023 and December 31, 2022, 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:

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	Potash		Mosaic Fertilizantes		Corporate, Eliminations and Other		Total
Balance as of December 31, 2022	$	1,006.6	$	97.6	$	12.1	$	1,116.3
Foreign currency translation	20.2		2.1		—		22.3
Balance as of June 30, 2023	$	1,026.8	$	99.7	$	12.1	$	1,138.6

We are required to perform our next annual goodwill impairment analysis as of October 31, 2023.

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, 2023, 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.

The estimated fair value of the investments in the RCRA Trusts as of June 30, 2023 and December 31, 2022 are as follows:

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	June 30, 2023
	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	203.0		0.2		(13.4)		189.8
Municipal bonds	203.9		0.5		(6.9)		197.5
U.S. government bonds	271.0		0.3		(1.2)		270.1
Total	$	682.7	$	1.0	$	(21.5)	$	662.2
	December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Level 1
Cash and cash equivalents	$	7.7	$	—	$	—	$	7.7
Level 2
Corporate debt securities	203.8		0.1		(17.1)		186.8
Municipal bonds	197.0		0.4		(8.0)		189.4
U.S. government bonds	269.6		—		(3.6)		266.0
Other holdings	0.2		—		—		0.2
Total	$	678.3	$	0.5	$	(28.7)	$	650.1

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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, 2023 and December 31, 2022:

	June 30, 2023				December 31, 2022
(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	$	60.6	$	(1.4)	$	105.6	$	(6.5)
Municipal bonds	84.0		(1.2)		104.7		(2.9)
U.S. government bonds	112.2		(1.2)		264.9		(3.5)
	$	256.8	$	(3.8)	$	475.2	$	(12.9)
Securities that have been in a continuous loss position for more than 12 months:
Corporate debt securities	$	114.9	$	(12.0)	$	72.8	$	(10.6)
Municipal bonds	85.3		(5.7)		61.9		(5.1)
U.S. government bonds	—		—		0.8		(0.1)
	$	200.2	$	(17.7)	$	135.5	$	(15.8)

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, 2023. 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, 2023
Due in one year or less	$	20.8
Due after one year through five years	265.4
Due after five years through ten years	338.9
Due after ten years	32.3
Total debt securities	$	657.4

For the three and six months ended June 30, 2023, realized gains were $4.0 million and $9.1 million, respectively, and realized losses were $1.8 million and $15.2 million, respectively. For the three and six months ended June 30, 2022, realized gains were $0.1 million and $0.2 million, respectively, and realized losses were $24.9 million and $25.9 million, respectively.

9. Financing Arrangements

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, 2023 and December 31, 2022, there was no outstanding balance under this facility.

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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. The net face value of the purchased receivables may not exceed $600 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, 2023, the Company sold approximately $346.2 million and $1.1 billion, respectively, of accounts receivable under this arrangement. During the three and six months ended June 30, 2022, the Company sold approximately $15.0 million and $564.3 million, respectively. Discounts on sold receivables were not material for any period presented. Following the sale to the banks, we continue to service the collection of the receivables on behalf of the banks without further consideration. As of June 30, 2023 and December 31, 2022, $90.2 million and $0.0 million, respectively, had been collected but not yet remitted to the bank. This amount was 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 98 to 180 days from date of shipment. As of June 30, 2023 and December 31, 2022, the total structured accounts payable arrangements were $592.5 million and $751.2 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 plan to use the revolving credit facility as a liquidity backstop for borrowings under the commercial paper program. As of June 30, 2023, we had $199.7 million outstanding under this program, with a weighted average interest rate of 5.37% and remaining average term of 10 days. As of December 31, 2022, we had $224.8 million outstanding under this program, with a weighted average interest rate of 4.66% and a remaining average term of 10 days.

Term Loan Facility

In May 2023, we entered into a 10-year senior unsecured term loan facility whereby we can draw up to $700 million. The term loan matures on May 18, 2033. We may voluntarily prepay the outstanding principal without premium or penalty. As of June 30, 2023 no amounts have been drawn under this facility.

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

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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.

A reconciliation of our AROs is as follows:

(in millions)	June 30, 2023		December 31, 2022
AROs, beginning of period	$	1,905.6	$	1,749.3
Liabilities incurred	9.7		14.9
Liabilities settled	(95.9)		(205.6)
Accretion expense	46.0		81.6
Revisions in estimated cash flows	80.5		264.5
Foreign currency translation	23.4		0.9
AROs, end of period	1,969.3		1,905.6
Less current portion	266.0		212.3
Non-current portion of AROs	$	1,703.3	$	1,693.3

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 the Plant City, Florida phosphate concentrates facility (the “Plant City Facility”) that we acquired as part of our acquisition (the “CF Phosphate Assets 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:

•    Modification of certain operating practices and undertaking certain capital improvement projects over a period of several years that are expected to result in remaining capital expenditures likely to exceed $20 million in the aggregate.

•    Provision of additional financial assurance for the estimated Gypstack Closure Costs for Gypstacks at the covered facilities. The RCRA Trusts are discussed in Note 8 to our Condensed 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, 2022, 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 $2.1

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billion, and the present value of our Gypstack Closure Costs ARO reflected in our Consolidated Balance Sheet for those facilities was approximately $692.3 million.

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 Plant City. 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 $300.8 million, which reflects our closure cost estimates as of December 31, 2022. 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, 2023 and December 31, 2022, 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 $328.9 million and $327.5 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, 2023, gross unrecognized tax benefits increased by $3.5 million to $28.9 million. The increase is primarily related to recording non-U.S. reserves and foreign exchange. If recognized, approximately $28.2 million in unrecognized tax benefits would affect our effective tax rate 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 $6.1 million and $5.0 million as of June 30, 2023 and December 31, 2022, 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.

For the three months ended June 30, 2023, discrete tax items recorded in tax expense was a benefit of approximately $9.9 million. The net tax benefit consisted primarily of share-based excess benefit, true-up of estimates and other miscellaneous benefits. In addition to items specific to the period, our income tax rate is impacted by the mix of earnings across the jurisdictions in which we operate, by a benefit associated with depletion, a benefit associated with non-U.S. incentives, changes in valuation allowances, and by the impact of certain entities being taxed in both their foreign jurisdiction and the U.S., including foreign tax credits for various taxes incurred.

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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. In situations where we expect to report losses for which we do not expect to receive tax benefits, we are required to apply separate forecasted effective tax rates to those jurisdictions rather than including them in the consolidated effective tax rate. For the three months ended June 30, 2023, income tax expense was not impacted by this set of rules.

For the six months ended June 30, 2023, discrete tax items recorded in tax expense was a benefit of approximately $23.8 million. The net tax benefit consisted primarily of share-based excess benefit, true-up of estimates and other miscellaneous costs. In addition to items specific to the period, our income tax rate is impacted by the mix of earnings across the jurisdictions in which we operate, by a benefit associated with depletion, a benefit associated with non-U.S. incentives, changes in valuation allowances and by the impact of certain entities being taxed in both their foreign jurisdiction and the U.S., including foreign tax credits for various taxes incurred.

On July 21, 2023, the Treasury Department issued Notice 2023-55 Temporary Relief Under Section 901 and 903 of the Internal Revenue Code. The notice offers taxpayers the option to apply the former foreign tax credit regulations for the 2022 and 2023 tax years. The temporary relief allows a portion of formerly disallowed 2022 and 2023 foreign taxes to be creditable. The Company is currently assessing the financial statement impact and has not included any results associated with the notice in the six month period ended June 30, 2023.

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, 2023 and December 31, 2022.

As of June 30, 2023 and December 31, 2022, the gross asset position of our derivative instruments was $46.0 million and $38.8 million, respectively, and the gross liability position of our liability instruments was $16.1 million and $50.1 million, respectively.

As of June 30, 2023 and December 31, 2022, the following is the total absolute notional volume associated with our outstanding derivative instruments:

(in millions of Units)			June 30, 2023	December 31, 2022
Derivative Instrument	Derivative Category	Unit of Measure
Foreign currency derivatives	Foreign currency	US Dollars	2,677.2	2,361.1
Natural gas derivatives	Commodity	MMbtu	22.4	14.2

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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, 2023 and December 31, 2022 was $10.9 million and $34.8 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, 2023, we would have been required to post an additional $2.3 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-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, 2023 and December 31, 2022, the gross asset position of our foreign currency derivative instruments was $39.7 million and $20.7 million, respectively, and the gross liability position of our foreign currency derivative instruments was $15.3 million and $49.2 million, respectively.

Commodity Derivatives - The commodity contracts primarily relate to natural gas. The commodity derivative instruments that we currently use are forward purchase contracts, swaps. 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. As of June 30, 2023 and December 31, 2022, the gross asset position of our commodity derivative instruments was $6.3 million and $18.1 million, respectively, and the gross liability position of our commodity instruments was $0.8 million and $0.9 million, 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, 2023.

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Financial Instruments

The carrying amounts and estimated fair values of our financial instruments are as follows:

	June 30, 2023				December 31, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	626.1	$	626.1	$	735.4	$	735.4
Accounts receivable	1,222.2		1,222.2		1,699.9		1,699.9
Accounts payable	1,233.0		1,233.0		1,292.5		1,292.5
Structured accounts payable arrangements	592.5		592.5		751.2		751.2
Short-term debt	229.0		229.0		224.9		224.9
Long-term debt, including current portion	3,392.9		3,276.3		3,397.2		3,276.5

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. The fair value of long-term debt, including the current portion, is estimated using quoted market prices for the publicly registered notes and debentures, classified as Level 1 and Level 2, respectively, within the fair value hierarchy, depending on the market liquidity of the debt.

14. Share Repurchases

In 2022, our Board of Directors approved two share repurchase programs for a total of $3.0 billion. Our repurchase programs allow the Company to repurchase shares of our Common Stock through open market purchases, accelerated share repurchase arrangements, privately negotiated transactions or otherwise and have no set expiration date.

On February 24, 2023, pursuant to existing stock repurchase authorizations, we entered into an accelerated share repurchase agreement (the “2023 ASR Agreement”) with a third-party financial institution to repurchase $300 million of our Common Stock. At inception, we paid the financial institution $300 million and took initial delivery of 4,659,290 shares of our Common Stock, representing an estimated 80% of the total shares expected to be delivered under the 2023 ASR Agreement. In March 2023, the transaction was completed and we received an additional 965,284 shares of Common Stock. In total, 5,624,574 shares were delivered under the 2023 ASR Agreement, at an average purchase price of $53.34 per share.

No share repurchases occurred in the three months ended June 30, 2023. For the six months ended June 30, 2023, we repurchased 8,690,936 shares of Common Stock in the open market, for approximately $448.0 million at an average purchase price of $51.55. This includes the 5,624,574 shares purchased under the 2023 ASR Agreement.

On February 24, 2022, pursuant to existing stock repurchase authorizations, we entered into an accelerated share repurchase (the “2022 ASR Agreement”) agreement with a third-party financial institution to repurchase $400 million of our Common Stock. At inception, we paid the financial institution $400 million and took initial delivery of 7,056,229 shares of our Common Stock. Under the terms of the 2022 ASR Agreement, upon settlement, we would either receive additional shares from the financial institution or be required to deliver additional shares or cash to the financial institution. In the second quarter of 2022, the 2022 ASR Agreement was completed and we paid the financial institution an additional $54.2 million. When combining the initial $400 million paid at the inception of the 2022 ASR Agreement and the cash settlement of $54.2 million at the termination of the 2022 ASR Agreement, we repurchased approximately 7,056,229 shares at an average repurchase price of $64.37 per share.

During the three and six months ended June 30, 2022, we repurchased 10,144,320 and 17,733,984 shares of Common Stock in the open market for approximately $558.0 million and $1.0 billion. This includes 7,056,229 shares purchased under the 2022 ASR agreement.

The extent to which we repurchase our shares and the timing of any such repurchases depend on a number of factors, including market and business conditions, the price of our shares, our ability to access capital resources liquidity, and corporate, regulatory and other considerations.

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15. 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, 2023 and June 30, 2022:

	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, 2023
Balance at March 31, 2023	$	(2,053.6)	$	(52.7)	$	7.2	$	(6.9)	$	(2,106.0)
Other comprehensive income (loss)	146.1		0.5		0.5		(13.8)		133.3
Tax (expense) benefit	(0.1)		(0.2)		(0.1)		3.2		2.8
Other comprehensive income (loss), net of tax	146.0		0.3		0.4		(10.6)		136.1
Other comprehensive income (loss) attributable to noncontrolling interest	(1.3)		—		—		—		(1.3)
Balance as of June 30, 2023	$	(1,908.9)	$	(52.4)	$	7.6	$	(17.5)	$	(1,971.2)
Three Months Ended June 30, 2022
Balance at March 31, 2022	$	(1,524.5)	$	(72.4)	$	5.7	$	(27.1)	$	(1,618.3)
Other comprehensive income (loss)	(272.2)		0.7		0.5		4.2		(266.8)
Tax (expense) benefit	(3.1)		(0.3)		(0.2)		(1.0)		(4.6)
Other comprehensive income (loss), net of tax	(275.3)		0.4		0.3		3.2		(271.4)
Other comprehensive income (loss) attributable to noncontrolling interest	2.6		—		—		—		2.6
Balance as of June 30, 2022	$	(1,797.2)	$	(72.0)	$	6.0	$	(23.9)	$	(1,887.1)
Six Months Ended June 30, 2023
Balance at December 31, 2022	$	(2,082.3)	$	(53.1)	$	6.7	$	(23.5)	$	(2,152.2)
Other comprehensive income (loss)	176.1		1.1		1.0		7.7		185.9
Tax (expense) benefit	(0.7)		(0.4)		(0.1)		(1.7)		(2.9)
Other comprehensive income (loss), net of tax	175.4		0.7		0.9		6.0		183.0
Other comprehensive income (loss) attributable to noncontrolling interest	(2.0)		—		—		—		(2.0)
Balance as of June 30, 2023	$	(1,908.9)	$	(52.4)	$	7.6	$	(17.5)	$	(1,971.2)
Six Months Ended June 30, 2022
Balance at December 31, 2021	$	(1,825.5)	$	(72.8)	$	5.2	$	1.3	$	(1,891.8)
Other comprehensive income (loss)	30.3		1.4		1.0		(32.8)		(0.1)
Tax (expense) benefit	(0.3)		(0.6)		(0.2)		7.6		6.5
Other comprehensive income (loss), net of tax	30.0		0.8		0.8		(25.2)		6.4
Other comprehensive income (loss) attributable to noncontrolling interest	(1.7)		—		—		—		(1.7)
Balance as of June 30, 2022	$	(1,797.2)	$	(72.0)	$	6.0	$	(23.9)	$	(1,887.1)

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16. 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, 2023 and December 31, 2022, the net amount due to our non-consolidated companies totaled $408.3 million and $56.8 million, respectively.

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,
	2023		2022		2023		2022
Transactions with related parties included in net sales(a)	$	314.6	$	900.0	$	760.5	$	1,413.0
Transactions with related parties included in cost of goods sold(b)	483.6		961.3		880.5