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

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

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Our Phosphates business segment owns and operates mines and production facilities in Florida which produce concentrated phosphate crop nutrients and phosphate-based animal feed ingredients, and processing plants in Louisiana which produce concentrated phosphate crop nutrients. Included in the Phosphates segment is our 35% economic interest in a joint venture that owns the Miski Mayo Phosphate Mine in Peru and our 25% interest in the Wa'ad Al Shamal Phosphate Company (the "Wa'ad Al Shamal Joint Venture") to develop, own and operate integrated phosphate production facilities in the Kingdom of Saudi Arabia. Once operational, we will market approximately 25% of the Wa'ad Al Shamal Joint Venture production.

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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.

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Our International Distribution business segment consists of sales offices, crop nutrient blending and bagging facilities, port terminals and warehouses in several key non-U.S. countries, including Brazil, Paraguay, India and China. Our International Distribution segment serves as a distribution outlet for our Phosphates and Potash segments, but also purchases and markets products from other suppliers.

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•	Payment of a cash penalty of approximately $8 million, in the aggregate.

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•	Modification of certain operating practices and undertaking certain capital improvement projects over a period of several years that are expected to result in capital expenditures likely to exceed $170 million in the aggregate.

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Provision of meaningful additional financial assurance for the estimated costs of closure and post-closure care ("Gypstack Closure Costs") of our phosphogypsum management systems ("Gypstacks"). For financial reporting purposes, we recognize our estimated asset retirement obligations ("ARO"), including Gypstack Closure Costs, at their present value. This present value determined for financial reporting purposes is reflected on our Consolidated Balance Sheets in accrued liabilities and other noncurrent liabilities. As of December 31, 2014, the undiscounted amount of our ARO, determined using the assumptions used for financial reporting purposes, was approximately $1.7 billion and the present value of our Gypstack Closure Costs reflected in our Consolidated Balance Sheet was approximately $543 million. After the Consent Decrees become effective, we will deposit cash, in the amount of approximately $630 million, into two trust funds which are expected to increase over time with reinvestment of earnings. The amount to be deposited corresponds to a material portion of our estimated Gypstack Closure Costs. At September 30, 2015, amounts to be held in such trust funds (including reinvested earnings) are classified as restricted cash and are included in other assets on our Condensed Consolidated Balance Sheets. We will also issue a $50 million letter of credit in 2017 to further support our financial assurance obligations under the Florida Consent Decree. In addition, we have agreed to guarantee the difference between the amounts held in each trust fund (including earnings) and the estimated closure and long-term care costs. Our actual Gypstack Closure Costs are generally expected to be paid by us in the normal course of our Phosphates business over a period that may not end until three decades or more after a Gypstack has been closed.

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(a)

Certain intercompany sales within the Phosphates segment are recognized as revenue before the final price is determined. These transactions had the effect of increasing Phosphate segment revenues and gross margin by $101.8 million and $26.3 million, respectively, for the three and nine months ended September 30, 2015. During the three and nine months ended September 30, 2014 these transactions had the effect of increasing Phosphate segment revenues and gross margin by $71.9 million and $19.5 million, respectively. Revenues and cost of goods sold on these Phosphates sales are eliminated in the "Corporate and Other" category similar to all other intercompany transactions.

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We maintained a strong financial position, with cash and cash equivalents of $1.3 billion as of September 30, 2015, after setting aside $630 million in restricted cash that we expect to be placed in trust in the first quarter of 2016 as financial assurance to support certain estimated future asset retirement obligations, as discussed more fully in Note 10 of our Notes to Condensed Consolidated Financial Statements. The restricted cash balance is included in other assets in our Condensed Consolidated Balance Sheets.

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During the quarter, we repurchased 1,891,620 shares of Common Stock in the open market for approximately $74.9 million under the $1.5 billion repurchase program authorized by our Board of Directors in May 2015 (the "2015 Repurchase Program"). In addition, on July 28, 2015, we received 2,773,514 shares of Common Stock upon the closing of an accelerated share repurchase transaction ("ASR") that we had entered into in May 2015, bringing the total shares of Common Stock repurchased under the 2015 Repurchase Program to 12,998,467 shares.

•	We continued to execute on our strategic projects:

◦	Our Esterhazy K3 mine development remained on track to start producing ore in 2017.

◦	We continue our efforts to further expand MicroEssentials® capacity, to add an incremental 1.2 million tonnes, and bring total capacity to 3.5 million tonnes.

◦	We received the first shipment of prilled sulfur in preparation for the planned completion of our sulfur melter later this year.

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•	We recorded a foreign currency transaction loss of $48.6 million for the three months ended September 30, 2015, compared with a gain of $27.1 million for the same period a year ago.

•	We recorded a net unrealized mark-to-market loss, included in Corporate, Eliminations and Other, of $22.2 million in cost of goods sold for the three months ended September 30, 2015, primarily on foreign currency derivatives, compared with a loss of $23.3 million for the same period in the prior year, also primarily on foreign currency derivatives.

•	Effective August 5, 2015, James "Joc" C. O'Rourke, our former Executive Vice President - Operations and Chief Operating Officer, succeeded James T. Prokopanko as Chief Executive Officer and President.

•	We continued to repurchase the shares under a share repurchase agreement (the "MAC Trusts Share Repurchase Agreement") we entered with two former Cargill stockholders (the "MAC Trusts"). At September 30, 2014, we had repurchased all 21,647,007 Class A Shares, Series A-3, held by the MAC Trusts, and 21,647,008 Class A Shares, Series A-2, for an aggregate of approximately $2.0 billion.

•	On July 29, 2014, we completed the sale of our salt operations at our Hersey, Michigan mine for approximately $55 million, resulting in a pre-tax gain of $13.5 million.

•	We announced our decision to permanently discontinue production of muriate of potash ("MOP") at our Carlsbad, New Mexico facility. In connection with this decision, we recorded pre-tax charges of $67 million, with the majority of the remaining costs recorded in the fourth quarter of 2014. We recorded a corresponding tax benefit of approximately $28 million in the quarter ended September 30, 2014.

•	We entered into an agreement to sell our Argentina distribution business assets. Relating to this agreement, we wrote up the assets, classified as held for sale, to their estimated fair value, which resulted in a gain of $18.2 million during the third quarter of 2014.

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•	Effective January 1, 2015, our entitlement of Canpotex sales changed to approximately 40.6% from approximately 38.8%, following the successful completion of a proving run of our Colonsay mine expansion in December 2014.

•	In March 2015, our Board of Directors approved an increase in our annual dividend to $1.10 from $1.00 per share, effective with the dividend declaration in May 2015.

•	During the nine months ended September 30, 2015, we repurchased 15,558,744 shares of Common Stock in the open market for an aggregate of approximately $698.2 million.

•	We completed the integration of our December 2014 purchase of Archer Daniels Midland Company's ("ADM") fertilizer distribution business and working capital in Brazil and Paraguay (the "ADM Acquisition"). We are on track to achieve the benefits of the ADM Acquisition described below.

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We made an equity contribution of $125 million to the Wa'ad Al Shamal Joint Venture. At September 30, 2015, our total investment is approximately $507 million. We estimate the total cost to develop and construct the integrated phosphate production facilities to be approximately $8.0 billion, which is an increase of $500 million from the initial estimate. We and our joint venture partners expect this amount to be funded through external debt facilities, including the one mentioned below, and investments by the joint venture members.

•	We recorded a foreign currency transaction loss of $19.4 million for the nine months ended September 30, 2015 compared with a gain of $31.8 million for the same period a year ago.

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We purchased 43.3 million Class A Shares, Series A-2 and A-3 under the MAC Trusts Share Repurchase Agreement for approximately $2.0 billion. In addition, in February 2014, our Board of Directors authorized a $1 billion share repurchase program (the "2014 Repurchase Program"). We purchased 9.9 million shares under this program, including approximately 8.2 million shares under the share repurchase agreements entered in February 2014 with certain Cargill family member trusts (the "Family Trusts Share Repurchase Agreements"). The remaining authorization of $149.3 million under the 2014 Repurchase Program was terminated in May 2015 in connection with our authorization of the 2015 Repurchase Program.

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On April 15, 2014, we signed definitive agreements with ADM relating to the ADM Acquisition. The acquisition was completed on December 17, 2014 for $301.7 million. Under the terms of the acquisition agreements, we acquired four blending and warehousing facilities in Brazil, one in Paraguay and additional warehousing and logistics service capabilities. Over time, we expect this acquisition to increase our annual distribution in the region from approximately four million metric tonnes to about six million metric tonnes of crop nutrients.

•	On June 30, 2014, the Wa'ad Al Shamal Joint Venture entered into funding facilities with a consortium of 20 financial institutions for a total amount of $5.0 billion.

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•	business and economic conditions and governmental policies affecting the agricultural industry where we or our customers operate, including price and demand volatility resulting from periodic imbalances of supply and demand;

•	changes in farmers’ application rates for crop nutrients;

•	changes in the operation of world phosphate or potash markets, including continuing consolidation in the crop nutrient industry, particularly if we do not participate in the consolidation;

•	pressure on prices realized by us for our products;

•	the expansion or contraction of production capacity or selling efforts by competitors or new entrants in the industries in which we operate, including the effects of proving runs by members of Canpotex to prove the production capacity of potash expansion projects;

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the expected cost of the Wa’ad Al Shamal Joint Venture and our expected investment in it, the amount, terms, availability and sufficiency of funding for the Wa’ad Al Shamal Joint Venture from us, Saudi Arabian Mining Company ("Ma’aden"), Saudi Basic Industries Corporation ("SABIC") and existing or future external sources, the ability of the Wa’ad Al Shamal Joint Venture to obtain additional planned funding in acceptable amounts and upon acceptable terms, the timely development and commencement of operations of production facilities in the Kingdom of Saudi Arabia, and in general the future success of current plans for the joint venture and any future changes in those plans;

•	build-up of inventories in the distribution channels for our products that can adversely affect our sales volumes and selling prices;

•	the effect of future product innovations or development of new technologies on demand for our products;

•	seasonality in our business that results in the need to carry significant amounts of inventory and seasonal peaks in working capital requirements, and may result in excess inventory or product shortages;

•	changes in the costs, or constraints on supplies, of raw materials or energy used in manufacturing our products, or in the costs or availability of transportation for our products;

•	rapid drops in the prices for our products that can require us to write down our inventories to the lower of cost or market;

•	the effects on our customers of holding high cost inventories of crop nutrients in periods of rapidly declining market prices for crop nutrients;

•	the lag in realizing the benefit of falling market prices for the raw materials we use to produce our products that can occur while we consume raw materials that we purchased or committed to purchase in the past at higher prices;

•	customer expectations about future trends in the selling prices and availability of our products and in farmer economics;

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•	disruptions to existing transportation or terminaling facilities, including those of the export association or any joint venture in which we participate;

•	shortages or other unavailability of railcars, barges and ships for carrying our products and raw materials;

•	the effects of and change in trade, monetary, environmental, tax and fiscal policies, laws and regulations;

•	foreign exchange rates and fluctuations in those rates;

•	tax regulations, currency exchange controls and other restrictions that may affect our ability to optimize the use of our liquidity;

•	other risks associated with our international operations, including any potential adverse effects related to our joint venture interest in the Miski Mayo mine in the event that protests against natural resource companies in Peru were to extend to or impact the Miski Mayo mine;

•	adverse weather conditions affecting our operations, including the impact of potential hurricanes, excessive heat, cold, snow or rainfall, or drought;

•	difficulties or delays in receiving, challenges to, increased costs of obtaining or satisfying conditions of, or revocation or withdrawal of required governmental and regulatory approvals including permitting activities;

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changes in the environmental and other governmental regulation that applies to our operations, including federal legislation or regulatory action expanding the types and extent of water resources regulated under federal law and the possibility of further federal or state legislation or regulatory action affecting greenhouse gas emissions or of restrictions or liabilities related to elevated levels of naturally-occurring radiation that arise from disturbing the ground in the course of mining activities or possible efforts to reduce the flow of nutrients into the Gulf of Mexico, the Mississippi River basin or elsewhere;

•	the potential costs and effects of implementation of federal or state water quality standards for the discharge of nitrogen and/or phosphorus into Florida waterways;

•	the financial resources of our competitors, including state-owned and government-subsidized entities in other countries;

•	the possibility of defaults by our customers on trade credit that we extend to them or on indebtedness that they incur to purchase our products and that we guarantee, particularly when we are exiting our business operations or locations that produced or sold the products to that customer;

•	any significant reduction in customers’ liquidity or access to credit that they need to purchase our products;

•	rates of return on, and the investment risks associated with, our cash balances;

•	our use of cash and/or available debt capacity to fund share repurchases and financial assurance requirements arising in our business and strategic investments, that have reduced and are expected to continue to reduce our available cash and liquidity and increase our leverage;

•	the effectiveness of our risk management strategy;

•	the effectiveness of the processes we put in place to manage our significant strategic priorities, including the expansion of our Potash business and our investment in the Wa’ad Al Shamal Joint Venture and to successfully integrate and grow acquired businesses;

•	actual costs of various items differing from management’s current estimates, including, among others, asset retirement, environmental remediation, reclamation or other environmental obligations and Canadian resource taxes and royalties, or the costs of the Wa’ad Al Shamal Joint Venture, its existing or future funding and our commitments in support of such funding;

•	the costs and effects of legal and administrative proceedings and regulatory matters affecting us, including environmental, tax or administrative proceedings, complaints that our operations are adversely impacting nearby farms, businesses, other property uses or properties, settlements thereof and actions taken by courts with respect

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•	the success of our efforts to attract and retain highly qualified and motivated employees;

•	strikes, labor stoppages or slowdowns by our work force or increased costs resulting from unsuccessful labor contract negotiations;

•	brine inflows at our Esterhazy, Saskatchewan potash mine as well as potential inflows at our other shaft mines;

•	accidents involving our operations, including potential fires, explosions, seismic events or releases of hazardous or volatile chemicals;

•	terrorism or other malicious intentional acts, including cybersecurity risks such as attempts to gain unauthorized access to, or disable, our information technology systems, or our costs of addressing malicious intentional acts;

•	other disruptions of operations at any of our key production and distribution facilities, particularly when they are operating at high operating rates;

•	changes in antitrust and competition laws or their enforcement;

•	actions by the holders of controlling equity interests in businesses in which we hold a noncontrolling interest;

•	changes in our relationships with other members of the export association or any joint venture in which we participate or their or our exit from participation in any such export association or joint venture, and other changes in our commercial arrangements with unrelated third parties;

•	the adequacy of our property, business interruption and casualty insurance policies to cover potential hazards and risks incident to our business, and our willingness and ability to maintain current levels of insurance coverage as a result of market conditions, our loss experience and other factors;

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difficulties in realizing the benefits of the CF Ammonia Supply Agreements, including the risks that the anticipated cost savings from the agreements may not be fully realized or that the price of natural gas will rise or the market price for ammonia will fall to a level at which the natural gas based pricing under one of these agreements, which we expect to commence in 2017 and will have a term of up to fifteen years, becomes disadvantageous to us; and

•	other risk factors reported from time to time in our Securities and Exchange Commission reports.

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(a)	Evaluation of Disclosure Controls and Procedures

(b)	Changes in Internal Control Over Financial Reporting

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Nutrient Discharges into the Gulf of Mexico and Mississippi River Basin. On March 13, 2012, the Gulf Restoration Network, the Missouri Coalition for the Environment, the Iowa Environmental Council, the Tennessee Clean Water Network, the Minnesota Center for Environmental Advocacy, Sierra Club, the Waterkeeper Alliance, Inc., the Prairie Rivers Network, the Kentucky Waterways Alliance, the Environmental Law & Policy Center and the Natural Resources Defense Council, Inc. brought a lawsuit in the U.S. District Court for the Eastern District of Louisiana (the "Louisiana District Court") against EPA, seeking to require it to establish numeric nutrient criteria for nitrogen and phosphorous in the Mississippi River basin. In July 2011, EPA had denied the plaintiffs’ July 2008 petition seeking such standards. On May 30, 2012, the Louisiana District Court granted our motion to intervene in this lawsuit.

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