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FORM 10-K
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(Mark One)
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2015
OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Delaware
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73-1389684
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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4 Parkway North, Suite 400
Deerfield, Illinois
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60015
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code
(847) 405-2400
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Securities Registered Pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Units Representing Limited Partner Interests
Evidenced by Depositary Receipts
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New York Stock Exchange
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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2015
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2014
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2013
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(tons in thousands)
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|||||||
Ammonia
(1)
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1,109
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1,147
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1,104
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UAN (32%)
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1,688
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1,942
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1,928
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(1)
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Gross ammonia production, including amounts subsequently upgraded to UAN.
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•
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the General Partner's determination of the amount of our cash expenditures, borrowings and reserves;
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•
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the issuance of additional units or the purchase, call, or redemption of outstanding units;
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•
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transactions with CF Industries and its affiliates;
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•
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the decision to retain separate counsel, accountants or others to perform services on our behalf;
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the decision by affiliates of the General Partner to engage in activities that would compete with us; and
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the fact that all executive officers of the General Partner, and the majority of the directors of the General Partner, also serve as directors and/or executive officers of CF Industries. Such executive officers, including our chief executive officer, chief financial officer and senior vice presidents, divide their time between our business and the business of CF Industries. These executive officers will face conflicts of interest from time to time in making decisions which may benefit either us or CF Industries.
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•
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The agreement of limited partnership provides that none of General Partner, any of its affiliates, or any director or officer of the General Partner or any of its affiliates will have any liability for monetary damages to us or our unitholders for any act or omission if such person acted in good faith.
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The agreement of limited partnership provides broad flexibility for the directors and officers of the General Partner to be involved in the management of the businesses of the owners of the General Partner, including any businesses that are in competition with our business, and specifically permits the owners of the General Partner to engage in activities that are competitive with our business. The agreement of limited partnership provides that no such activities will constitute a breach of any fiduciary duty owed by the General Partner.
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•
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The agreement of limited partnership provides that in connection with its resolution of any conflict of interest by the General Partner, the General Partner may consider: the relative interests of any party involved in such conflict or affected by such action, agreement, transaction or situation and the benefits and burdens relating to such interest, as well as any additional factors as the General Partner determines in its sole discretion to be relevant, reasonable or appropriate under the circumstances. The agreement of limited partnership further provides that, in the absence of bad faith by the General Partner, the resolution provided by the General Partner with respect to any conflict of interest will not constitute a breach of the agreement of limited partnership or any standard of care or duty imposed in the agreement of limited partnership or under any law, rule or regulation.
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the requirement that a majority of the Board of Directors of the General Partner consist of independent directors; and
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the requirement that the Board of Directors of the General Partner have a compensation committee that is composed entirely of independent directors.
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we were conducting business in a state but had not complied with that particular state's partnership statute; or
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Limited Partners' right to act with other unitholders to remove or replace the General Partner, to approve some amendments to our agreement of limited partnership or to take other actions under our agreement of limited partnership constituted "control" of our business.
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the proportionate ownership interest of unitholders immediately prior to the issuance will decrease;
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the amount of cash distributions on each unit will decrease;
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the ratio of our taxable income to distributions may increase;
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the relative voting strength of each previously outstanding unit will be diminished; and
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the market price of the common units may decline.
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risks related to our reliance on one production facility;
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the volatility of natural gas prices in North America;
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the cyclical nature of our business and the agricultural sector;
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the global commodity nature of our fertilizer products, the impact of global supply and demand on our selling prices, and the intense global competition from other fertilizer producers;
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conditions in the U.S. agricultural industry;
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difficulties in securing the supply and delivery of raw materials, increases in their costs or delays or interruptions in their delivery;
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reliance on third party providers of transportation services and equipment;
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the significant risks and hazards involved in producing and handling our products against which we may not be fully insured;
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risks associated with cyber security;
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weather conditions;
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potential liabilities and expenditures related to environmental, health and safety laws and regulations and permitting requirements;
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future regulatory restrictions and requirements related to GHG emissions;
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the seasonality of the fertilizer business;
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risks involving derivatives and the effectiveness of our risk measurement and hedging activities;
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limited access to capital;
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acts of terrorism and regulations to combat terrorism;
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risks related to our dependence on and relationships with CF Industries;
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deterioration of global market and economic conditions;
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risks related to our partnership structure and control of the General Partner by CF Industries;
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changes in TNCLP's available cash for distribution to its unitholders, due to, among other things, changes in its earnings, the amount of cash generated by its operations and the amount of cash reserves established by the General Partner for operating, capital and other requirements;
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the conflicts of interest that may be faced by the executive officers of the General Partner, who operate both us and CF Industries; and
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tax risks to our common unitholders and changes in our treatment as a partnership for U.S. or state income tax purposes.
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2015
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2014
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Quarter
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High
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Low
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High
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Low
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1st
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$
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158.70
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$
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99.22
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$
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173.50
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$
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140.12
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2nd
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149.88
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115.05
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157.21
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135.50
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3rd
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125.83
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98.00
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158.05
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139.36
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4th
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116.35
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100.50
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144.88
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90.55
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Common Units
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Class B
Common Units
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General Partner
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Total Distributions Declared
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Total
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Per unit
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Total
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Per unit
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Total
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(in millions, except per unit amounts)
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2015
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First Quarter
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$
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46.3
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$
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2.50
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$
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0.7
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$
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4.03
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$
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29.1
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$
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76.1
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Second Quarter
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38.5
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2.08
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0.6
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3.20
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21.3
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60.4
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Third Quarter
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43.6
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2.36
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0.7
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3.74
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26.5
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70.8
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Fourth Quarter
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52.0
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2.81
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0.9
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4.64
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34.6
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87.5
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2014
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First Quarter
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$
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38.8
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$
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2.10
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$
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0.6
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$
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3.24
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$
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21.7
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$
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61.1
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Second Quarter
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55.8
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3.01
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0.9
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5.03
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38.3
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95.0
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Third Quarter
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57.5
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3.11
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1.0
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5.22
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40.1
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98.6
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Fourth Quarter
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33.0
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1.78
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0.4
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2.61
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16.0
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49.4
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Year ended December 31,
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2015
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2014
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2013
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2012
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2011
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(in millions, except per unit data)
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Income Statement Data:
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Net sales
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$
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581.7
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$
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648.3
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$
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736.2
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$
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780.1
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$
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798.9
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Gross margin
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325.8
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386.7
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519.8
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577.8
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524.5
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Net earnings
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306.9
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370.0
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502.4
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560.8
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508.0
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Net earnings per Common Unit
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10.06
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12.07
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15.77
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17.06
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15.33
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Partnership Distributions Paid:
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Limited Partner, Common Units
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$
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180.4
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$
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185.1
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$
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265.6
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$
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312.1
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$
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257.3
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Limited Partner, Class B common units
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2.9
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2.9
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4.6
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5.4
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4.5
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General Partner
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111.5
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116.1
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195.0
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240.8
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186.9
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Total partnership distributions
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$
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294.8
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$
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304.1
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$
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465.2
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$
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558.3
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$
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448.7
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Distributions Paid Per Common Unit
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$
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9.75
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$
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10.00
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$
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14.35
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$
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16.86
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$
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13.91
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December 31,
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2015
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2014
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2013
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2012
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2011
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(in millions)
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Balance Sheet Data:
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Total assets
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$
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443.7
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$
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415.8
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$
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349.8
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$
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298.6
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$
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300.7
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Total partners' capital
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387.0
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374.9
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309.0
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271.8
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269.3
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•
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Company Overview;
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•
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Results of Operations;
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•
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Liquidity and Capital Resources;
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•
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Off-Balance Sheet Arrangements and Contractual Obligations;
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•
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Application of Critical Accounting Policies and Estimates; and
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•
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Recent Accounting Pronouncements.
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Year ended December 31,
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2015 vs. 2014
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2014 vs. 2013
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2015
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2014
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2013
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Change
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Percent
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Change
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Percent
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(in millions, except as noted)
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Net sales
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$
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581.7
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$
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648.3
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$
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736.2
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$
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(66.6
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)
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(10
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)%
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$
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(87.9
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)
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(12
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)%
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Cost of goods sold
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255.9
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261.6
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216.4
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(5.7
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)
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(2
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)%
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45.2
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21
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%
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|||||
Gross margin
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325.8
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386.7
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519.8
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(60.9
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)
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(16
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)%
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(133.1
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)
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(26
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)%
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Gross margin percentage
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56.0
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%
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59.6
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%
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70.6
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%
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(3.6
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)%
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(11.0
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)%
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Selling, general and administrative expenses
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18.9
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16.7
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17.4
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2.2
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13
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%
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(0.7
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)
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(4
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)%
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|||||
Net earnings
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$
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306.9
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$
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370.0
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$
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502.4
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$
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(63.1
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)
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(17
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)%
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$
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(132.4
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)
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(26
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)%
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Net earnings allocable to Common Units
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$
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186.2
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$
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223.3
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$
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291.8
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$
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(37.1
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)
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(17
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)%
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$
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(68.5
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)
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(23
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)%
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Net earnings per Common Unit
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$
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10.06
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$
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12.07
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$
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15.77
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$
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(2.01
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)
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(17
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)%
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$
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(3.70
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)
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(23
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)%
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Sales volume (tons in thousands):
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|||||
Ammonia
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418
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331
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|
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319
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87
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26
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%
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12
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4
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%
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|||||
UAN
(1)
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1,668
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1,937
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1,944
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(269
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)
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(14
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)%
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(7
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)
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—
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%
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|||||
Total
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2,086
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|
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2,268
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2,263
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(182
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)
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(8
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)%
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|
5
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|
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—
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%
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|||||
Average selling prices (dollars per ton):
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|
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|||||
Ammonia
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$
|
477
|
|
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$
|
456
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|
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$
|
556
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|
|
$
|
21
|
|
|
5
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%
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$
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(100
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)
|
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(18
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)%
|
UAN
(1)
|
227
|
|
|
255
|
|
|
286
|
|
|
(28
|
)
|
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(11
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)%
|
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(31
|
)
|
|
(11
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)%
|
|||||
Natural gas costs:
|
|
|
|
|
|
|
|
|
|
|
|
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|
||||||||||||
Purchased natural gas costs (per MMBtu)
(2)
|
$
|
2.49
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|
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$
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4.28
|
|
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$
|
3.56
|
|
|
$
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(1.79
|
)
|
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(42
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)%
|
|
$
|
0.72
|
|
|
20
|
%
|
Realized derivatives loss (gain) (per MMBtu)
(3)
|
0.26
|
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(0.25
|
)
|
|
0.02
|
|
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0.51
|
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N/M
|
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(0.27
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)
|
|
N/M
|
|
|||||
Natural gas costs (per MMBtu)
|
$
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2.75
|
|
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$
|
4.03
|
|
|
$
|
3.58
|
|
|
$
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(1.28
|
)
|
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(32
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)%
|
|
$
|
0.45
|
|
|
13
|
%
|
Production volume by product (tons in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ammonia
(4)
|
1,109
|
|
|
1,147
|
|
|
1,104
|
|
|
(38
|
)
|
|
(3
|
)%
|
|
43
|
|
|
4
|
%
|
|||||
UAN
(1)
|
1,688
|
|
|
1,942
|
|
|
1,928
|
|
|
(254
|
)
|
|
(13
|
)%
|
|
14
|
|
|
1
|
%
|
(1)
|
The nitrogen content of UAN is 32% by weight.
|
(2)
|
Includes the cost of natural gas purchased during the period for use in production.
|
(3)
|
Includes realized gains and losses on natural gas derivatives settled during the period. Excludes unrealized mark-to-market gains and losses on natural gas derivatives.
|
(4)
|
Gross ammonia production, including amounts subsequently upgraded on-site into UAN.
|
|
Year ended December 31,
|
|||||||||||||
|
2015
|
|
2014
|
|
2015 vs. 2014
|
|||||||||
|
(in millions, except per ton amounts)
|
|||||||||||||
Realized natural gas costs
|
$
|
108.8
|
|
|
$
|
164.7
|
|
|
$
|
(55.9
|
)
|
|
(34
|
)%
|
Unrealized mark-to-market loss on natural gas derivatives
|
23.1
|
|
|
12.6
|
|
|
10.5
|
|
|
83
|
%
|
|||
Payroll-related expenses
|
27.9
|
|
|
24.0
|
|
|
3.9
|
|
|
16
|
%
|
|||
Other
|
96.1
|
|
|
60.3
|
|
|
35.8
|
|
|
59
|
%
|
|||
Total cost of goods sold
|
$
|
255.9
|
|
|
$
|
261.6
|
|
|
$
|
(5.7
|
)
|
|
(2
|
)%
|
Average cost of goods sold per ton
|
$
|
123
|
|
|
$
|
115
|
|
|
$
|
8
|
|
|
7
|
%
|
|
Year ended December 31,
|
|||||||||||||
|
2014
|
|
2013
|
|
2014 vs. 2013
|
|||||||||
|
(in millions, except per ton amounts)
|
|||||||||||||
Realized natural gas costs
|
$
|
164.7
|
|
|
$
|
141.5
|
|
|
$
|
23.2
|
|
|
16
|
%
|
Unrealized mark-to-market loss (gain) on natural gas derivatives
|
12.6
|
|
|
(9.1
|
)
|
|
21.7
|
|
|
(238
|
)%
|
|||
Payroll-related expenses
|
24.0
|
|
|
24.7
|
|
|
(0.7
|
)
|
|
(3
|
)%
|
|||
Other
|
60.3
|
|
|
59.3
|
|
|
1.0
|
|
|
2
|
%
|
|||
Total cost of goods sold
|
$
|
261.6
|
|
|
$
|
216.4
|
|
|
$
|
45.2
|
|
|
21
|
%
|
Average cost of goods sold per ton
|
$
|
115
|
|
|
$
|
96
|
|
|
$
|
19
|
|
|
20
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Total cash provided by (used in):
|
|
|
|
|
|
|
|
|
|||
Operating activities
|
$
|
375.1
|
|
|
$
|
405.3
|
|
|
$
|
488.9
|
|
Investing activities
|
(86.9
|
)
|
|
(67.1
|
)
|
|
(94.2
|
)
|
|||
Financing activities
|
(294.8
|
)
|
|
(312.1
|
)
|
|
(457.2
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
$
|
(6.6
|
)
|
|
$
|
26.1
|
|
|
$
|
(62.5
|
)
|
|
Income and Distribution Allocation
|
||||||||||||||||||
|
Target
Limit
|
|
Target
Increment
|
|
Common
Units
|
|
Class B
Common
Units
|
|
General
Partner
|
|
Total
|
||||||||
Minimum Quarterly Distributions
|
$
|
0.605
|
|
|
$
|
0.605
|
|
|
98.990
|
%
|
|
0.985
|
%
|
|
0.025
|
%
|
|
100.00
|
%
|
First Target
|
0.715
|
|
|
0.110
|
|
|
98.990
|
%
|
|
0.985
|
%
|
|
0.025
|
%
|
|
100.00
|
%
|
||
Second Target
|
0.825
|
|
|
0.110
|
|
|
85.859
|
%
|
|
0.985
|
%
|
|
13.156
|
%
|
|
100.00
|
%
|
||
Third Target
|
1.045
|
|
|
0.220
|
|
|
75.758
|
%
|
|
0.985
|
%
|
|
23.257
|
%
|
|
100.00
|
%
|
||
Final Target and Beyond
|
>1.045
|
|
|
—
|
|
|
50.505
|
%
|
|
0.985
|
%
|
|
48.510
|
%
|
|
100.00
|
%
|
|
Payments Due by Period
|
|
|
||||||||||||||||||||||||
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Operating leases
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
Equipment purchases and plant improvements
|
13.0
|
|
|
8.7
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.8
|
|
|||||||
Natural gas and other purchase obligations
(1)(2)
|
33.4
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.4
|
|
|||||||
Total
(3)
|
$
|
46.6
|
|
|
$
|
9.9
|
|
|
$
|
0.3
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56.9
|
|
(1)
|
Includes minimum commitments to purchase natural gas based on prevailing ONEOK forward prices as of
December 31, 2015
.
|
(2)
|
Purchase obligations do not include any amounts related to our natural gas derivatives.
|
(3)
|
We have unrecorded asset retirement obligations (AROs) with an estimated cost of
$4.1 million
in
2015
dollars at our Verdigris facility that are conditional upon cessation of operations and are not included in this table. For additional information on our AROs, see Notes to the Consolidated Financial Statements, Note
11—Asset Retirement Obligations
.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions, except for units)
|
||||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
106.4
|
|
|
$
|
113.0
|
|
Due from affiliates of the General Partner
|
10.4
|
|
|
25.2
|
|
||
Accounts receivable
|
0.8
|
|
|
0.4
|
|
||
Inventories
|
10.7
|
|
|
9.6
|
|
||
Prepaid expenses and other current assets
|
—
|
|
|
0.3
|
|
||
Total current assets
|
128.3
|
|
|
148.5
|
|
||
Property, plant and equipment, net
|
307.0
|
|
|
259.4
|
|
||
Other assets
|
8.4
|
|
|
7.9
|
|
||
Total assets
|
$
|
443.7
|
|
|
$
|
415.8
|
|
LIABILITIES AND PARTNERS' CAPITAL
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued expenses
|
$
|
23.5
|
|
|
$
|
32.4
|
|
Due to affiliates of the General Partner
|
4.5
|
|
|
4.2
|
|
||
Other current liabilities
|
15.9
|
|
|
3.6
|
|
||
Total current liabilities
|
43.9
|
|
|
40.2
|
|
||
Other liabilities
|
12.8
|
|
|
0.7
|
|
||
Partners' capital:
|
|
|
|
|
|
||
Limited partners' interests, 18,501,576 Common Units authorized, issued and outstanding
|
308.5
|
|
|
302.7
|
|
||
Limited partners' interests, 184,072 Class B Common Units authorized, issued and outstanding
|
2.3
|
|
|
2.2
|
|
||
General Partner's interest
|
76.2
|
|
|
70.0
|
|
||
Total partners' capital
|
387.0
|
|
|
374.9
|
|
||
Total liabilities and partners' capital
|
$
|
443.7
|
|
|
$
|
415.8
|
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions, except per unit amounts)
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|||
Product sales to an affiliate of the General Partner
|
$
|
580.2
|
|
|
$
|
647.1
|
|
|
$
|
734.8
|
|
Other income from an affiliate of the General Partner
|
0.6
|
|
|
0.6
|
|
|
0.6
|
|
|||
Other income
|
0.9
|
|
|
0.6
|
|
|
0.8
|
|
|||
Total
|
581.7
|
|
|
648.3
|
|
|
736.2
|
|
|||
Cost of goods sold:
|
|
|
|
|
|
|
|
|
|||
Materials, supplies and services
|
228.0
|
|
|
237.6
|
|
|
191.7
|
|
|||
Services provided by affiliates of the General Partner
|
27.9
|
|
|
24.0
|
|
|
24.7
|
|
|||
Gross margin
|
325.8
|
|
|
386.7
|
|
|
519.8
|
|
|||
Selling, general and administrative services provided by affiliates of the General Partner
|
15.7
|
|
|
15.6
|
|
|
15.3
|
|
|||
Other general and administrative expenses
|
3.2
|
|
|
1.1
|
|
|
2.1
|
|
|||
Net earnings
|
$
|
306.9
|
|
|
$
|
370.0
|
|
|
$
|
502.4
|
|
Allocation of net earnings:
|
|
|
|
|
|
|
|
|
|||
General Partner
|
$
|
117.7
|
|
|
$
|
143.1
|
|
|
$
|
205.7
|
|
Class B Common Units
|
3.0
|
|
|
3.6
|
|
|
4.9
|
|
|||
Common Units
|
186.2
|
|
|
223.3
|
|
|
291.8
|
|
|||
Net earnings
|
$
|
306.9
|
|
|
$
|
370.0
|
|
|
$
|
502.4
|
|
Net earnings per Common Unit
|
$
|
10.06
|
|
|
$
|
12.07
|
|
|
$
|
15.77
|
|
|
Common
Units
|
|
Class B Common
Units
|
|
General Partner's
Interests
|
|
Total Partners'
Capital
|
||||||||
|
(in millions)
|
||||||||||||||
Partners' capital as of December 31, 2012
|
$
|
238.3
|
|
|
$
|
1.2
|
|
|
$
|
32.3
|
|
|
$
|
271.8
|
|
Net earnings
|
291.8
|
|
|
4.9
|
|
|
205.7
|
|
|
502.4
|
|
||||
Distributions
|
(265.6
|
)
|
|
(4.6
|
)
|
|
(195.0
|
)
|
|
(465.2
|
)
|
||||
Partners' capital as of December 31, 2013
|
$
|
264.5
|
|
|
$
|
1.5
|
|
|
$
|
43.0
|
|
|
$
|
309.0
|
|
Net earnings
|
223.3
|
|
|
3.6
|
|
|
143.1
|
|
|
370.0
|
|
||||
Distributions
|
(185.1
|
)
|
|
(2.9
|
)
|
|
(116.1
|
)
|
|
(304.1
|
)
|
||||
Partners' capital as of December 31, 2014
|
$
|
302.7
|
|
|
$
|
2.2
|
|
|
$
|
70.0
|
|
|
$
|
374.9
|
|
Net earnings
|
186.2
|
|
|
3.0
|
|
|
117.7
|
|
|
306.9
|
|
||||
Distributions
|
(180.4
|
)
|
|
(2.9
|
)
|
|
(111.5
|
)
|
|
(294.8
|
)
|
||||
Partners' capital as of December 31, 2015
|
$
|
308.5
|
|
|
$
|
2.3
|
|
|
$
|
76.2
|
|
|
$
|
387.0
|
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Net earnings
|
$
|
306.9
|
|
|
$
|
370.0
|
|
|
$
|
502.4
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
35.8
|
|
|
23.5
|
|
|
19.3
|
|
|||
Unrealized loss (gain) on derivatives
|
24.3
|
|
|
11.4
|
|
|
(8.6
|
)
|
|||
Loss (gain) on disposal of property, plant and equipment
|
2.0
|
|
|
—
|
|
|
(0.4
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
(0.4
|
)
|
|
0.6
|
|
|
(0.4
|
)
|
|||
Inventories
|
(1.1
|
)
|
|
(3.7
|
)
|
|
(0.2
|
)
|
|||
Accounts payable and accrued expenses
|
(6.7
|
)
|
|
3.1
|
|
|
(0.7
|
)
|
|||
Due to/from affiliates of the General Partner
|
15.1
|
|
|
4.4
|
|
|
(25.3
|
)
|
|||
Other assets and liabilities
|
(0.8
|
)
|
|
(4.0
|
)
|
|
2.8
|
|
|||
Net cash provided by operating activities
|
375.1
|
|
|
405.3
|
|
|
488.9
|
|
|||
Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Additions to property, plant and equipment
|
(87.8
|
)
|
|
(67.1
|
)
|
|
(99.6
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
0.9
|
|
|
—
|
|
|
—
|
|
|||
Change in demand deposit with an affiliate of the General Partner
|
—
|
|
|
—
|
|
|
5.4
|
|
|||
Net cash used in investing activities
|
(86.9
|
)
|
|
(67.1
|
)
|
|
(94.2
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Partnership distributions paid
|
(294.8
|
)
|
|
(304.1
|
)
|
|
(465.2
|
)
|
|||
Other
|
—
|
|
|
(8.0
|
)
|
|
8.0
|
|
|||
Net cash used in financing activities
|
(294.8
|
)
|
|
(312.1
|
)
|
|
(457.2
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
(6.6
|
)
|
|
26.1
|
|
|
(62.5
|
)
|
|||
Cash and cash equivalents at beginning of period
|
113.0
|
|
|
86.9
|
|
|
149.4
|
|
|||
Cash and cash equivalents at end of period
|
$
|
106.4
|
|
|
$
|
113.0
|
|
|
$
|
86.9
|
|
|
Income and Distribution Allocation
|
||||||||||||||||||
|
Target
Limit
|
|
Target
Increment
|
|
Common
Units
|
|
Class B
Common
Units
|
|
General
Partner
|
|
Total
|
||||||||
Minimum Quarterly Distributions
|
$
|
0.605
|
|
|
$
|
0.605
|
|
|
98.990
|
%
|
|
0.985
|
%
|
|
0.025
|
%
|
|
100.00
|
%
|
First Target
|
0.715
|
|
|
0.110
|
|
|
98.990
|
%
|
|
0.985
|
%
|
|
0.025
|
%
|
|
100.00
|
%
|
||
Second Target
|
0.825
|
|
|
0.110
|
|
|
85.859
|
%
|
|
0.985
|
%
|
|
13.156
|
%
|
|
100.00
|
%
|
||
Third Target
|
1.045
|
|
|
0.220
|
|
|
75.758
|
%
|
|
0.985
|
%
|
|
23.257
|
%
|
|
100.00
|
%
|
||
Final Target and Beyond
|
>1.045
|
|
|
—
|
|
|
50.505
|
%
|
|
0.985
|
%
|
|
48.510
|
%
|
|
100.00
|
%
|
|
|
|
Common Units
|
|
Class B
Common Units
|
|
General Partner
|
|
Total Distributions Declared
|
||||||||||||||||
|
|
|
Total
|
|
Per unit
|
|
Total
|
|
Per unit
|
|
Total
|
|
|||||||||||||
|
|
|
(in millions, except per unit amounts)
|
|
|
||||||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
First Quarter
|
|
$
|
46.3
|
|
|
$
|
2.50
|
|
|
$
|
0.7
|
|
|
$
|
4.03
|
|
|
$
|
29.1
|
|
|
$
|
76.1
|
|
|
Second Quarter
|
|
38.5
|
|
|
2.08
|
|
|
0.6
|
|
|
3.20
|
|
|
21.3
|
|
|
60.4
|
|
||||||
|
Third Quarter
|
|
43.6
|
|
|
2.36
|
|
|
0.7
|
|
|
3.74
|
|
|
26.5
|
|
|
70.8
|
|
||||||
|
Fourth Quarter
|
|
52.0
|
|
|
2.81
|
|
|
0.9
|
|
|
4.64
|
|
|
34.6
|
|
|
87.5
|
|
||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
First Quarter
|
|
$
|
38.8
|
|
|
$
|
2.10
|
|
|
$
|
0.6
|
|
|
$
|
3.24
|
|
|
$
|
21.7
|
|
|
$
|
61.1
|
|
|
Second Quarter
|
|
55.8
|
|
|
3.01
|
|
|
0.9
|
|
|
5.03
|
|
|
38.3
|
|
|
95.0
|
|
||||||
|
Third Quarter
|
|
57.5
|
|
|
3.11
|
|
|
1.0
|
|
|
5.22
|
|
|
40.1
|
|
|
98.6
|
|
||||||
|
Fourth Quarter
|
|
33.0
|
|
|
1.78
|
|
|
0.4
|
|
|
2.61
|
|
|
16.0
|
|
|
49.4
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions, except per unit amounts)
|
||||||||||
Basic earnings per Common Unit:
|
|
|
|
|
|
|
|
|
|||
Net earnings
|
$
|
306.9
|
|
|
$
|
370.0
|
|
|
$
|
502.4
|
|
Less: Net earnings allocable to General Partner
|
117.7
|
|
|
143.1
|
|
|
205.7
|
|
|||
Less: Net earnings allocable to Class B Common Units
|
3.0
|
|
|
3.6
|
|
|
4.9
|
|
|||
Net earnings allocable to Common Units
|
$
|
186.2
|
|
|
$
|
223.3
|
|
|
$
|
291.8
|
|
Weighted-average Common Units outstanding
|
18.5
|
|
|
18.5
|
|
|
18.5
|
|
|||
Net earnings per Common Unit
|
$
|
10.06
|
|
|
$
|
12.07
|
|
|
$
|
15.77
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Finished goods
|
$
|
7.2
|
|
|
$
|
7.8
|
|
Raw materials, spare parts and supplies
|
3.5
|
|
|
1.8
|
|
||
Total
|
$
|
10.7
|
|
|
$
|
9.6
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Unrealized gains in other current assets
|
$
|
—
|
|
|
$
|
0.1
|
|
Unrealized losses in other current liabilities
|
(15.9
|
)
|
|
(3.6
|
)
|
||
Unrealized losses in other liabilities
|
(12.0
|
)
|
|
—
|
|
||
Net derivative liabilities
|
$
|
(27.9
|
)
|
|
$
|
(3.5
|
)
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Unrealized mark-to-market (losses) gains
|
$
|
(23.1
|
)
|
|
$
|
(12.6
|
)
|
|
$
|
9.1
|
|
Realized (losses) gains
|
(10.6
|
)
|
|
10.5
|
|
|
(0.8
|
)
|
|||
Net derivative (losses) gains
|
$
|
(33.7
|
)
|
|
$
|
(2.1
|
)
|
|
$
|
8.3
|
|
•
|
Settlement netting generally allows the parties to net, into a single net payable or receivable, ordinary settlement obligations arising under the ISDA agreement on the same day, in the same currency, for the same types of derivative instruments, and through the same pairing of offices.
|
•
|
Close-out netting rights are provided in the event of a default or other termination event (as defined in the ISDA agreements), including bankruptcy. Depending on the cause of early termination, the non-defaulting party may elect to terminate all or some transactions outstanding under the ISDA agreement. The values of all terminated transactions and certain other payments under the ISDA agreement are netted, resulting in a single net close-out amount payable to or by the non-defaulting party. Termination values may be determined using a mark-to-market approach or based on a party's good faith estimate of its loss. If the final net close-out amount is payable by the non-defaulting party, that party's obligation to make the payment may be conditioned on factors such as the termination of all derivative transactions between the parties or payment in full of all of the defaulting party's obligations to the non-defaulting party, in each case regardless of whether arising under the ISDA agreement or otherwise.
|
•
|
Setoff rights are provided by certain of the ISDA agreements and generally allow a non-defaulting party to elect to set off, against the final net close-out payment, other matured and contingent amounts payable between the parties under the ISDA agreement or otherwise. Typically, these setoff rights arise upon the early termination of all transactions outstanding under an ISDA agreement following a default or specified termination event.
|
|
|
|
Gross amounts not offset in
consolidated balance sheets
|
|
|
||||||||||
|
|
|
|
|
|||||||||||
|
Gross and net amounts presented in
consolidated balance sheets
(1)
|
|
Financial
instruments
|
|
Cash
collateral
received
(pledged)
|
|
Net
amount
|
||||||||
|
(in millions)
|
||||||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total derivative liabilities
|
(27.9
|
)
|
|
—
|
|
|
—
|
|
|
(27.9
|
)
|
||||
Net assets (liabilities)
|
$
|
(27.9
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(27.9
|
)
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative assets
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total derivative liabilities
|
(3.6
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(3.5
|
)
|
||||
Net assets (liabilities)
|
$
|
(3.5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3.5
|
)
|
(1)
|
We report the fair values of our derivative assets and liabilities on a gross basis on our consolidated balance sheets. As a result, amounts recognized and net amounts presented are the same.
|
|
Balances as of December 31, 2015
|
||||||||||||||
|
Total
|
|
Quoted Market
Prices in Active
Markets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||
|
(in millions)
|
||||||||||||||
Cash and cash equivalents
|
$
|
106.4
|
|
|
$
|
106.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets at fair value
|
$
|
106.4
|
|
|
$
|
106.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unrealized losses on natural gas derivatives
|
(27.9
|
)
|
|
—
|
|
|
(27.9
|
)
|
|
—
|
|
||||
Total liabilities at fair value
|
$
|
(27.9
|
)
|
|
$
|
—
|
|
|
$
|
(27.9
|
)
|
|
$
|
—
|
|
|
Balances as of December 31, 2014
|
||||||||||||||
|
Total
|
|
Quoted Market
Prices in Active
Markets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in millions)
|
||||||||||||||
Cash and cash equivalents
|
$
|
113.0
|
|
|
$
|
113.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unrealized gains on natural gas derivatives
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Total assets at fair value
|
$
|
113.1
|
|
|
$
|
113.0
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
Unrealized losses on natural gas derivatives
|
$
|
(3.6
|
)
|
|
$
|
—
|
|
|
$
|
(3.6
|
)
|
|
$
|
—
|
|
Total liabilities at fair value
|
$
|
(3.6
|
)
|
|
$
|
—
|
|
|
$
|
(3.6
|
)
|
|
$
|
—
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Land
|
$
|
1.6
|
|
|
$
|
1.6
|
|
Buildings and improvements
|
14.5
|
|
|
8.1
|
|
||
Machinery and equipment
|
537.5
|
|
|
401.4
|
|
||
Construction in progress
|
18.9
|
|
|
109.2
|
|
||
|
572.5
|
|
|
520.3
|
|
||
Less: Accumulated depreciation and amortization
|
265.5
|
|
|
260.9
|
|
||
|
$
|
307.0
|
|
|
$
|
259.4
|
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Net capitalized turnaround costs:
|
|
|
|
|
|
|
|
||||
Beginning balance
|
$
|
16.7
|
|
|
$
|
22.7
|
|
|
$
|
2.6
|
|
Additions
|
33.6
|
|
|
0.3
|
|
|
24.7
|
|
|||
Depreciation
|
(12.5
|
)
|
|
(6.3
|
)
|
|
(4.6
|
)
|
|||
Ending balance
|
$
|
37.8
|
|
|
$
|
16.7
|
|
|
$
|
22.7
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(in millions, except per unit amounts)
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales
|
$
|
126.6
|
|
|
$
|
153.6
|
|
|
$
|
150.2
|
|
|
$
|
151.3
|
|
Gross margin
|
65.0
|
|
|
103.7
|
|
|
74.1
|
|
|
83.0
|
|
||||
Net earnings
|
59.0
|
|
|
99.3
|
|
|
69.4
|
|
|
79.2
|
|
||||
Net earnings per Common Unit
|
2.03
|
|
|
3.31
|
|
|
2.23
|
|
|
2.49
|
|
||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales
|
$
|
177.7
|
|
|
$
|
167.5
|
|
|
$
|
135.1
|
|
|
$
|
168.0
|
|
Gross margin
|
107.5
|
|
|
104.2
|
|
|
76.1
|
|
|
98.9
|
|
||||
Net earnings
|
102.9
|
|
|
100.1
|
|
|
72.0
|
|
|
95.0
|
|
||||
Net earnings per Common Unit
|
3.26
|
|
|
3.16
|
|
|
2.60
|
|
|
3.05
|
|
Directors
|
||
Coleman L. Bailey
(age 65) |
|
Mr. Bailey has been a director of TNGP (or its predecessor TNC) since July 2005. He was Chairman of the Board of Mississippi Chemical Corporation from 1988 to 2004 and Chief Executive Officer of Mississippi Chemical Corporation in 2004. The Board of Directors selected Mr. Bailey as a director, among other reasons, because of the extensive industry experience he gained while serving as the Chief Executive Officer and Chairman of the Board of Directors of Mississippi Chemical Corporation, a company which was acquired by Terra in 2004, and because of his extensive agricultural industry experience.
|
|
|
|
Douglas C. Barnard
(age 57) |
|
Mr. Barnard has been a director of TNGP since June 2010 and Chairman of the Board of TNGP since February 2016. He has served as CF Industries' Senior Vice President, General Counsel and Secretary since January 2012 and was previously CF Industries' Vice President, General Counsel, and Secretary from January 2004 to December 2011. Prior to joining CF Industries in January 2004, Mr. Barnard had been an Executive Vice President and General Counsel of Bcom3 Group, Inc., an advertising and marketing communication services group. Earlier in his career, Mr. Barnard was a partner in the law firm of Kirkland and Ellis and, prior to that, a Vice President, General Counsel, and Secretary of LifeStyle Furnishings International Ltd., a manufacturer and distributor of residential furniture and decorative fabrics. He holds a B.S. degree from the Massachusetts Institute of Technology ("M.I.T."), a J.D. degree from the University of Minnesota, and an M.B.A. degree from the University of Chicago. Mr. Barnard is also a lecturer at the University of Chicago Law School and a member of the M.I.T Corporation Development Committee. The Board of Directors selected Mr. Barnard as a director, among other reasons, because of his knowledge of the nitrogen fertilizer industry, his extensive legal and corporate governance experience, and his expertise with public company reporting.
|
|
|
|
Christopher D. Bohn
(age 48) |
|
Mr. Bohn has been a director of TNGP since February 2016. He has served as CF Industries' Senior Vice President, Manufacturing, since January 2016 and was previously CF Industries' Senior Vice President, Supply Chain, from January 2015 to December 2015, Vice President, Supply Chain, from January 2014 to January 2015, Vice President, Corporate Planning, from October 2010 to January 2014 and Director, Corporate Planning and Analysis, from September 2009 to October 2010. Prior to joining CF Industries, Mr. Bohn served as Chief Financial Officer for Hess Print Solutions from August 2007 to September 2009. Earlier in his career, Mr. Bohn was Vice President, Global Financial Planning and Analysis, for Merisant Worldwide, Inc. He holds a B.S. degree in finance from Indiana University and an M.M. degree (M.B.A.) from the Kellogg Graduate School of Management at Northwestern University.
|
Richard A. Hoker
(age 51) |
|
Mr. Hoker has been a director of TNGP since January 2014. He previously served as a director of TNGP from September 2010 until August 2011. Mr. Hoker has served as CF Industries' Vice President and Corporate Controller since November 2007. Before joining CF Industries, Mr. Hoker spent over 11 years with Sara Lee Corporation, where he served most recently as Vice President and Controller from January 2007 to November 2007 and Principal Accounting Officer from July 2007 to November 2007. Prior to being named Controller, Mr. Hoker held other financial management positions of increasing responsibility at Sara Lee. Prior to joining Sara Lee, Mr. Hoker was a member of the financial advisory services consulting group at Coopers & Lybrand LLP in Chicago (now PricewaterhouseCoopers) and previously led teams in the firm's audit practice. Mr. Hoker holds a B.S. degree in accounting from DePaul University and an M.B.A. degree in finance and accounting from the University of Chicago. He is also a certified public accountant. The Board of Directors selected Mr. Hoker as a director, among other reasons, because of his knowledge of the nitrogen fertilizer industry, his expertise with public company financial reporting and his extensive financial and accounting expertise.
|
|
|
|
Dennis P. Kelleher
(age 51) |
|
Mr. Kelleher has been a director of TNGP since August 2011. He has served as CF Industries' Senior Vice President and Chief Financial Officer since August 2011. Before joining CF Industries, Mr. Kelleher served as Vice President, Portfolio Strategy for BP PLC's upstream business. From 2007 to 2010, Mr. Kelleher served as Chief Financial Officer for Pan American Energy LLC. From 2005 to 2007, Mr. Kelleher served as Vice President, Planning and Performance Management for BP PLC's upstream business. Mr. Kelleher was employed as a senior accountant at Arthur Andersen & Co. early in his career. He holds a B.S. degree in accountancy from the University of Illinois and an M.M. degree (M.B.A.) from the Kellogg Graduate School of Management at Northwestern University. He is a certified public accountant. The Board of Directors selected Mr. Kelleher as a director, among other reasons, because of his knowledge of the nitrogen fertilizer industry and his extensive financial and accounting expertise.
|
|
|
|
Michael A. Jackson
(age 61) |
|
Mr. Jackson has been a director of TNGP (or its predecessor TNC) since February 2002. Mr. Jackson founded Jackson & Associates Consulting, LLC in October 2014 and serves as its Chief Executive Officer. Jackson & Associates provides strategic and marketing services to its agribusiness and life sciences clients. Prior to founding Jackson & Associates, Mr. Jackson served as Chief Marketing and Strategy Officer of Trupointe Cooperative from September 2011 to October 2014. Previously, Mr. Jackson served as the Chief Executive Officer and President of Adayana, Inc. from April 2008 to May 2011 and served as Chief Operating Officer of Adayana, Inc. from February 2006 to April 2008. Mr. Jackson was Chief Executive Officer and President of Agri Business Group, Inc., which he founded in 1979, until its merger with Adayana, Inc. in October 2005. The Board of Directors selected Mr. Jackson as a director, among other reasons, because of his extensive knowledge of and experience in the agricultural industry, gained while serving as the Chief Marketing and Strategy Officer of Trupointe Cooperative and as President and Chief Executive Officer of Agri Business Group, Inc. and Adayana, Inc. Mr. Jackson is also a director of Renewable Energy Group, Inc.
|
|
|
|
Anne H. Lloyd
(age 54) |
|
Ms. Lloyd has been a director of TNGP since May 2009. She has been Executive Vice President, Chief Financial Officer of Martin Marietta Materials, Inc. since May 2013; Executive Vice President, Chief Financial Officer and Treasurer from 2009 to 2013; Senior Vice President, Chief Financial Officer and Treasurer from 2006 to 2009; Senior Vice President and Chief Financial Officer from 2005 to 2006; Chief Accounting Officer from 1999 to 2005; and Vice President and Controller from 1998 to 1999. The Board of Directors selected Ms. Lloyd as a director, among other reasons, because of her significant experience gained in a variety of positions with a public company, particularly her expertise with public company financial reporting, enabling her to qualify as an "audit committee financial expert" as that term has been defined by the Securities and Exchange Commission.
|
Executive Officers
|
||
W. Anthony Will
(age 50)
|
|
Mr. Will has been President and Chief Executive Officer of TNGP since January 2014. He has served as President and Chief Executive Officer and a director of CF Industries since January 2014. Mr. Will was previously Senior Vice President, Manufacturing and Distribution of TNGP, from January 2012 to January 2014, and was previously Vice President, Manufacturing and Distribution of TNGP from April 2010 to January 2012. He was previously CF Industries' Senior Vice President, Manufacturing and Distribution, from January 2012 to January 2014, CF Industries' Vice President, Manufacturing and Distribution, from March 2009 to December 2011 and CF Industries' Vice President, Corporate Development, from April 2007 to March 2009. Before joining CF Industries, Mr. Will was a partner at Accenture Ltd., a global management consulting, technology services, and outsourcing company. Earlier in his career, he held positions as vice president, business development at Sears, Roebuck and Company and vice president, strategy and corporate development at Fort James Corporation. Prior to that, Mr. Will was a manager with the Boston Consulting Group, a global management consulting firm. Mr. Will holds a B.S. degree in electrical engineering from Iowa State University and an M.M. degree (M.B.A.) from the Kellogg Graduate School of Management at Northwestern University.
|
|
|
|
Dennis P. Kelleher
(age 51)
|
|
Mr. Kelleher has been Senior Vice President and Chief Financial Officer of TNGP since August 2011. He has served as Senior Vice President and Chief Financial Officer of CF Industries since August 2011. Before joining CF Industries, Mr. Kelleher served as Vice President, Portfolio Strategy for BP PLC's upstream business. From 2007 to 2010, Mr. Kelleher served as Chief Financial Officer for Pan American Energy LLC. From 2005 to 2007, Mr. Kelleher served as Vice President, Planning and Performance Management for BP PLC's upstream business. Mr. Kelleher was employed as a senior accountant at Arthur Andersen & Co. early in his career. He holds a B.S. degree in accountancy from the University of Illinois and an M.M. degree (M.B.A.) from the Kellogg Graduate School of Management at Northwestern University. He is a certified public accountant.
|
|
|
|
Douglas C. Barnard
(age 57) |
|
Mr. Barnard has been Senior Vice President, General Counsel, and Secretary of TNGP since January 2012 and was previously Vice President, General Counsel, and Secretary of TNGP from April 2010 to January 2012. He has served as Senior Vice President, General Counsel and Secretary since January 2012 and was previously CF Industries' Vice President, General Counsel, and Secretary from January 2004 to December 2011. Prior to joining CF Industries in January 2004, Mr. Barnard had been an Executive Vice President and General Counsel of Bcom3 Group, Inc., an advertising and marketing communication services group. Earlier in his career, Mr. Barnard was a partner in the law firm of Kirkland and Ellis and, prior to that, was a Vice President, General Counsel, and Secretary of LifeStyle Furnishings International Ltd., a manufacturer and distributor of residential furniture and decorative fabrics. He holds a B.S. degree from M.I.T., a J.D. degree from the University of Minnesota, and an M.B.A. degree from the University of Chicago. Mr. Barnard is also a lecturer at the University of Chicago Law School and a member of the M.I.T Corporation Development Committee.
|
|
|
|
Christopher D. Bohn
(age 48) |
|
Mr. Bohn has been Senior Vice President, Manufacturing, of TNGP since January 2016 and was previously Senior Vice President, Supply Chain, of TNGP from February 2015 to December 2015, Vice President, Supply Chain, of TNGP from January 2014 to February 2015 and Vice President, Corporate Planning, of TNGP from October 2010 to January 2014. He has served as CF Industries' Senior Vice President, Manufacturing, since January 2016 and was previously CF Industries' Senior Vice President, Supply Chain, from January 2015 to December 2015, Vice President, Supply Chain, from January 2014 to January 2015,Vice President, Corporate Planning, from October 2010 to January 2014 and Director, Corporate Planning and Analysis, from September 2009 to October 2010. Prior to joining CF Industries, Mr. Bohn served as Chief Financial Officer for Hess Print Solutions from August 2007 to September 2009. Earlier in his career, Mr. Bohn was Vice President, Global Financial Planning and Analysis, for Merisant Worldwide, Inc. He holds a B.S. degree in finance from Indiana University and an M.M. degree (M.B.A.) from the Kellogg Graduate School of Management at Northwestern University.
|
|
|
|
Bert A. Frost
(age 51) |
|
Mr. Frost has been Senior Vice President, Sales and Market Development, of TNGP since January 2012 and was previously Vice President, Sales and Market Development, of TNGP from April 2010 to January 2012. He has served as CF Industries' Senior Vice President, Sales and Market Development since January 2012 and was previously CF Industries' Vice President, Sales and Market Development from January 2009 to December 2011. Before joining CF Industries in November 2008, Mr. Frost spent over 13 years with Archer Daniels Midland Company, where he served most recently as Managing Director—International Fertilizer/Inputs from June 2008 to November 2008 and Director—Fertilizer, Logistics and Ports Divisions, ADM—Brazil from April 2000 to June 2008. Earlier in his career, Mr. Frost held positions of increasing responsibility at Archer Daniels Midland and Koch Industries, Inc. He holds a B.S. degree from Kansas State University and is a graduate of Harvard Business School's Advance Management Program.
|
|
|
|
Adam Hall
(age 41) |
|
Mr. Hall has been Vice President, Corporate Development, of TNGP since June 2013. He has also served as CF Industries' Vice President, Corporate Development, since June 2013. Before joining CF Industries, Mr. Hall spent 4 years with Bunge Limited, where he served as executive director, corporate strategy and development, from August 2010 to May 2013, where he led global strategy, mergers and acquisitions and the development of new growth initiatives, and director of global strategy and business development, sugar and bioenergy, from August 2009 to August 2010. Prior to his most recent role with Bunge, he worked in a number of countries in positions with several international companies, including, as a manager at Bain & Company, a global management consulting firm, from January 2008 to May 2009, and as a consultant at LEK Consulting, a global strategy consulting firm, from February 1999 to May 2002. Mr. Hall began his career as a corporate attorney with the law firm of Clayton Utz in Perth, Australia. He earned undergraduate degrees in law and commerce from the University of Western Australia and an M.B.A. degree from Harvard Business School.
|
|
|
|
Richard A. Hoker
(age 51) |
|
Mr. Hoker has been Vice President and Corporate Controller of TNGP since April 2010. He has served as CF Industries' Vice President and Corporate Controller since November 2007. Before joining CF Industries, Mr. Hoker spent over 11 years with Sara Lee Corporation, where he served most recently as Vice President and Controller from January 2007 to November 2007 and Principal Accounting Officer from July 2007 to November 2007. Prior to being named Controller, Mr. Hoker held other financial management positions of increasing responsibility at Sara Lee. Prior to joining Sara Lee, Mr. Hoker was a member of the financial advisory services consulting group at Coopers & Lybrand LLP in Chicago (now PricewaterhouseCoopers) and previously led teams in the firm's audit practice. Mr. Hoker holds a B.S. degree in accounting from DePaul University and an M.B.A. degree in finance and accounting from the University of Chicago. He is also a certified public accountant.
|
|
|
|
Wendy S. Jablow (age 53)
|
|
Ms. Jablow has been Senior Vice President, Human Resources, of TNGP since January 2012 and was previously Vice President, Human Resources, of TNGP from April 2010 to January 2012. She has served as CF Industries' Senior Vice President, Human Resources, since January 2012 and was previously CF Industries' Vice President, Human Resources, from August 2007 to December 2011. Prior to joining CF Industries, Ms. Jablow served as the Chief Human Resources Officer of Fenwal, Inc., a medical device manufacturer. Earlier in her career, Ms. Jablow spent eight years with Ideal Industries, Inc., an electrical equipment manufacturer and technology design company, where she served as Vice President, Human Resources and Administration. During much of her time at Ideal Industries, Ms. Jablow held a concurrent position as Vice president and General Manager of Ideal Industries' DataComm business unit. Ms. Jablow holds a B.S. in economics from the Wharton School at the University of Pennsylvania and an M.B.A. degree from the University of Michigan. She is also a certified public accountant.
|
Name
|
Fees Earned
in Cash
($)
(1)
|
|
Stock Awards
($)
(2)
|
|
Total
|
||||||
Bailey, C.
|
$
|
52,500
|
|
|
$
|
132,763
|
|
|
$
|
185,263
|
|
Jackson, M.
|
$
|
50,000
|
|
|
$
|
114,748
|
|
|
$
|
164,748
|
|
Lloyd, A.
|
$
|
60,000
|
|
|
$
|
112,581
|
|
|
$
|
172,581
|
|
(1)
|
For information about the nature of fees earned during the fiscal year, see the narrative accompanying this table.
|
(2)
|
This column represents the fair value under Financial Accounting Standards Board Accounting Standards Codification 718, Stock Compensation, with respect to TNCLP phantom units granted to each director in
2015
, including additional units received as dividends during the year on units held by the director. The phantom unit awards granted to directors in
2015
will settle in cash based upon the average closing price per common unit for the 20-trading-day period that immediately precedes the vesting date (unless deferred pursuant to the terms of the TNGP Phantom Unit Program). Additional information with respect to the TNGP Phantom Unit Program is set forth below under "Director Phantom Unit Awards."
|
|
|
|
|
|
Number of Phantom
Units Currently Held
|
|||||||
|
Number of Phantom
Units Vested in 2015
|
|
Value Realized
on Vesting ($)
|
|
||||||||
Name
|
Vested
|
|
Unvested
|
|||||||||
Bailey, C.
|
537.93
|
|
|
$
|
65,358
|
|
|
3,877.53
|
|
|
847.86
|
|
Jackson, M.
|
537.93
|
|
|
$
|
65,358
|
|
|
2,675.20
|
|
|
847.86
|
|
Lloyd, A.
|
537.93
|
|
|
$
|
65,358
|
|
|
2,068.42
|
|
|
847.86
|
|
Name
|
Number of
TNCLP Units
Beneficially
Owned
|
|
Percent of
Class
|
|
Number of CF
Industries
Common Shares
Beneficially
Owned
(
1),(2)
|
|
Percent of
Class
|
||||
CF Industries Holdings, Inc.
(3)
|
13,889,014
|
|
|
75.1
|
%
|
|
—
|
|
|
—
|
|
CF Industries, Inc.
(3)
|
13,889,014
|
|
|
75.1
|
%
|
|
—
|
|
|
—
|
|
CF Industries Enterprises, Inc.
(3)
|
13,889,014
|
|
|
75.1
|
%
|
|
—
|
|
|
—
|
|
CF Industries Sales, LLC
(3)
|
13,889,014
|
|
|
75.1
|
%
|
|
—
|
|
|
—
|
|
Terra LP Holdings LLC
(3)
|
13,889,014
|
|
|
75.1
|
%
|
|
—
|
|
|
—
|
|
Terra Nitrogen GP Inc.
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
W. Anthony Will
|
—
|
|
|
—
|
|
|
472,070
|
|
|
*
|
|
Coleman L. Bailey
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Douglas C. Barnard
|
—
|
|
|
—
|
|
|
285,506
|
|
|
*
|
|
Christopher D. Bohn
|
—
|
|
|
—
|
|
|
88,968
|
|
|
*
|
|
Bert A. Frost
|
—
|
|
|
—
|
|
|
285,787
|
|
|
*
|
|
Adam Hall
|
—
|
|
|
—
|
|
|
42,487
|
|
|
*
|
|
Richard A. Hoker
|
—
|
|
|
—
|
|
|
109,049
|
|
|
*
|
|
Wendy S. Jablow
|
—
|
|
|
—
|
|
|
138,384
|
|
|
*
|
|
Michael A. Jackson
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Dennis P. Kelleher
|
—
|
|
|
—
|
|
|
203,012
|
|
|
*
|
|
Anne H. Lloyd
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
All directors and management as a group (11 persons)
|
—
|
|
|
—
|
|
|
1,625,263
|
|
|
*
|
|
*
|
Represents less than 1% of class.
|
(1)
|
Each person has sole voting and investment power of all the CF Industries common shares indicated, either individually or jointly or in common with the individual’s spouse, subject to community property laws where applicable.
|
(2)
|
The shares indicated for Messrs. Will, Barnard, Bohn, Frost, Hall, Hoker, and Kelleher and Ms. Jablow include shares of restricted stock granted under CF Industries’ equity and incentive plans that have not yet vested. These shares of restricted stock can be voted during the vesting period. The shares indicated for Messrs. Will, Barnard, Bohn, Frost, Hall, Hoker, and Kelleher and Ms. Jablow include shares underlying stock options granted under CF Industries' equity and incentive plans that have already vested or that will vest within 60 days. The shares underlying these stock options cannot be voted. The table does not include restricted stock units or performance vesting restricted stock units granted pursuant to CF Industries’ equity and incentive plans, as these awards cannot be voted during the vesting period. The table does not include “phantom” shares held by Messrs. Will and Barnard and Ms. Jablow as a deemed investment under CF Industries’ S
|
(3)
|
By virtue of its ownership of all the outstanding equity of Terra LP Holdings LLC, CF Industries Sales, LLC may be deemed to possess indirect beneficial ownership of the common units beneficially owned by Terra LP Holdings LLC. By virtue of its ownership of all the outstanding equity of CF Industries Sales, LLC, CF Industries Enterprises, Inc. may be deemed to possess indirect beneficial ownership of the common units beneficially owned by Terra LP Holdings LLC and CF Industries Sales, LLC. By virtue of its ownership of all the outstanding common stock of CF Industries Enterprises, Inc., CF Industries, Inc. may be deemed to possess indirect beneficial ownership of the common units beneficially owned by Terra LP Holdings LLC, CF Industries Sales, LLC and CF Industries Enterprises, Inc. By virtue of its ownership of all the outstanding common stock of CF Industries, Inc., CF Industries may be deemed to possess indirect beneficial ownership of the common units beneficially owned by Terra LP Holdings LLC, CF Industries Sales, LLC, CF Industries Enterprises, Inc. and CF Industries, Inc.
|
(4)
|
Terra Nitrogen GP Inc., the General Partner, owns the entire general partner interest in the Partnership.
|
•
|
the relative interests of any party involved in such conflict or affected by such action, agreement, transaction or situation and the benefits and burdens relating to such interest;
|
•
|
any customary or accepted General Partner and industry practices;
|
•
|
any applicable generally accepted accounting practices or principles; and
|
•
|
such additional factors as the General Partner determines in its sole discretion to be relevant, reasonable or appropriate under the circumstances.
|
Type of Fee
|
2015
|
|
2014
|
||||
Audit fees
(1)
|
$
|
303,000
|
|
|
$
|
293,000
|
|
Audit related fees
|
—
|
|
|
—
|
|
||
Total audit and audit related fees
|
303,000
|
|
|
293,000
|
|
||
Tax fees
|
—
|
|
|
—
|
|
||
All other fees
|
—
|
|
|
—
|
|
||
Total fees
|
$
|
303,000
|
|
|
$
|
293,000
|
|
(1)
|
Audit fees include the aggregate fees paid by the Partnership during the fiscal year indicated for professional services rendered by KPMG for the audit of the Partnership's annual financial statements and review of consolidated financial statements included in the Partnership's quarterly reports on Form 10-Q.
|
(a)
|
|
Financial Statements and Financial Statement Schedules
|
|
|
||
|
|
|
|
|
|
|
|
|
1.
|
|
Consolidated Financial Statements of Terra Nitrogen Company, L.P. is included in Item 8 herein.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
2.
|
|
Index to Financial Statement Schedules and Reports
|
|
|
|
|
Terra Nitrogen Company, L.P.
|
||
|
|
|
By:
|
|
Terra Nitrogen GP Inc.,
as General Partner
|
|
|
|
|
|
|
Date:
|
February 25, 2016
|
|
By:
|
|
/s/ W. ANTHONY WILL
|
|
|
|
|
|
W. Anthony Will
President and Chief Executive Officer
|
Signature
|
|
Title
|
/s/ W. ANTHONY WILL
|
|
President and Chief Executive Officer (Principal Executive Officer)
|
W. Anthony Will
|
|
|
|
|
|
/s/ DENNIS P. KELLEHER
|
|
Director, Senior Vice President and Chief Financial Officer of Terra Nitrogen GP Inc. (Principal Financial Officer)
|
Dennis P. Kelleher
|
|
|
|
|
|
/s/ RICHARD A. HOKER
|
|
Director, Vice President and Corporate Controller of Terra Nitrogen GP Inc. (Principal Accounting Officer)
|
Richard A. Hoker
|
|
|
|
|
|
/s/ DOUGLAS C. BARNARD
|
|
Director and Chairman of the Board of Terra Nitrogen GP Inc.
|
Douglas C. Barnard
|
|
|
|
|
|
/s/ COLEMAN L. BAILEY
|
|
Director of Terra Nitrogen GP Inc.
|
Coleman L. Bailey
|
|
|
|
|
|
/s/ CHRISTOPHER D. BOHN
|
|
Director of Terra Nitrogen GP Inc.
|
Christopher D. Bohn
|
|
|
|
|
|
/s/ MICHAEL A. JACKSON
|
|
Director of Terra Nitrogen GP Inc.
|
Michael A. Jackson
|
|
|
|
|
|
/s/ ANNE H. LLOYD
|
|
Director of Terra Nitrogen GP Inc.
|
Anne H. Lloyd
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
3.1
|
|
|
Certificate of Amendment to Certificate of Limited Partnership of Terra Nitrogen Company, L.P. dated September 1, 2005, filed as Exhibit 3.5 to the Terra Industries Inc. Form 10-Q for the quarterly period ended September 30, 2005 (File No. 001-08520), is incorporated herein by reference.
|
|
|
|
|
3.2
|
|
|
First Amended and Restated Agreement of Limited Partnership of Terra Nitrogen Company, L.P., dated as of September 1, 2005, filed as Exhibit 3.1 to Terra Nitrogen Company, L.P.'s Form 8-K filed on September 7, 2005 (File No. 033-43007), is incorporated herein by reference.
|
|
|
|
|
3.3
|
|
|
Amendment No.1 to First Amended and Restated Agreement of Limited Partnership of Terra Nitrogen Company, L.P., dated as of April 26, 2012, filed as Exhibit 3.1 to Terra Nitrogen Company, L.P.'s Form 8-K filed on May 2, 2012 (File No. 033-43007), is incorporated herein by reference.
|
|
|
|
|
3.4
|
|
|
Certificate of Incorporation of Terra Nitrogen GP Inc., dated August 29, 2005, filed as Exhibit 3.2 to Terra Nitrogen Company, L.P.'s Form 8-K filed on September 7, 2005 (File No. 033-43007), is incorporated herein by reference.
|
|
|
|
|
3.5
|
|
|
By-Laws of Terra Nitrogen GP Inc., filed as Exhibit 3.3 to Terra Nitrogen Company, L.P.'s Form 8-K filed on September 7, 2005 (File No. 033-43007), are incorporated herein by reference.
|
|
|
|
|
3.6
|
|
|
Certificate of Amendment to Certificate of Limited Partnership of Terra Nitrogen, Limited Partnership, dated September 1, 2005, filed as Exhibit 3.6 to the Terra Industries Inc. Form 10-Q for the quarterly period ended September 30, 2005 (File No. 001-08520), is incorporated herein by reference.
|
|
|
|
|
3.7
|
|
|
Amended and Restated Agreement of Limited Partnership of Terra Nitrogen, Limited Partnership, dated as of September 1, 2005, filed as Exhibit 10.3 to Terra Nitrogen Company, L.P.'s Form 8-K filed on September 7, 2005 (File No. 033-43007), is incorporated herein by reference.
|
|
|
|
|
3.8
|
|
|
Amendment No.1 to First Amended and Restated Agreement of Limited Partnership of Terra Nitrogen Limited Partnership, dated as of April 26, 2012, filed as Exhibit 3.8 to the Terra Nitrogen Company, L.P. Form 10-K for the fiscal year ended December 31, 2012 (File No. 033-43007), is incorporated herein by reference.
|
|
|
|
|
4.1
|
|
|
Deposit Agreement among Terra Nitrogen Company, L.P., the Depositary and Unitholders, filed as Exhibit 4.1 to the Terra Nitrogen Company, L.P. Form 10-K for the fiscal year ended December 31, 1991 (File No. 1-10877), is incorporated herein by reference.
|
|
|
|
|
4.2
|
|
|
Form of Depositary Receipt for Common Units (included as Exhibit B to the Deposit Agreement incorporated by reference as Exhibit 4.1 hereto).
|
|
|
|
|
4.3
|
|
|
Form of Transfer Application (included in Exhibit B to the Deposit Agreement incorporated by reference as Exhibit 4.1 hereto).
|
|
|
|
|
10.1
|
|
|
Amended and Restated Terminal Lease agreement dated December 28, 2012, by and between Terra Nitrogen Company, L.P. and CF Industries, Inc., filed as Exhibit 10.1 to Terra Nitrogen Company, L.P.'s Form 8-K filed on December 28, 2012 (File No. 033-43007), is incorporated herein by reference.
|
|
|
|
|
10.2
|
|
|
Amendment to the General and Administrative Services and Product Offtake Agreement by and between CF Industries, Inc., Terra Industries Inc., Terra Nitrogen GP Inc. and Terra Nitrogen Company, L.P., dated September 28, 2010, filed as Exhibit 10.1 to Terra Nitrogen Company, L.P.'s Form 8-K filed on September 29, 2010 (File No. 033-43007), is incorporated herein by reference.
|
|
|
|
|
10.3
|
|
|
Tank Car Lease Agreement dated December 29, 2010, between Terra Nitrogen Company, L.P. and CF Industries, Inc., filed as Exhibit 10.2 to Terra Nitrogen Company, L.P.'s Form 8-K filed on December 30, 2010 (File No. 033-43007), is incorporated herein by reference.
|
|
|
|
|
10.4
|
|
|
Spare Parts Sharing Agreement, dated as of May 6, 2013, by and among CF Industries Nitrogen, LLC, Terra Nitrogen, Limited Partnership and Canadian Fertilizers Limited, filed as Exhibit 10.1 to the Terra Nitrogen Company, L.P. Form 10-Q for the quarterly period ended March 31, 2013 (File No. 033-43007), is incorporated herein by reference.
|
|
|
|
|
10.5
|
|
|
Form of Terra Nitrogen GP Inc. Non-Employee Director Phantom Unit Agreement, amended and restated October 27, 2015.**
|
|
|
|
|
10.6
|
|
|
Form of Terra Nitrogen GP Inc. Non-Employee Director Phantom Unit and Deferred Compensation Plan, amended and restated October 27, 2015.**
|
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
10.7
|
|
|
Form of Award Agreement under the Terra Nitrogen GP Inc. Non-Employee Director Phantom Unit and Deferred Compensation Plan. **
|
|
|
|
|
31.1
|
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
31.2
|
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.1
|
|
|
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.2
|
|
|
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
101
|
|
|
The following financial information from Terra Nitrogen Company, L.P.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (1) Consolidated Balance Sheets, (2) Consolidated Statements of Operations, (3) Consolidated Statements of Partners' Capital, (4) Consolidated Statements of Cash Flows and (5) the Notes to the Consolidated Financial Statements.
|
**
|
Management contract or compensatory plan or arrangement required to be filed (and/or incorporated by reference) as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(a)(3) of Form 10-K.
|
Vesting Date:
|
The earlier of (i) a Participant’s Separation from Service that is other than a Removal for Cause or (ii) the date of the first meeting of the Board of Directors of TNGP in [Insert the calendar year following the year of the Grant Date].
|
|
|
|
Non-Employee Director
|
|
TERRA NITROGEN GP INC.
|
|
|
|
|
|
|
[Name]
|
|
By: Douglas C. Barnard
|
[Address]
[City], [State] [ZIP]
|
|
Title: Senior Vice President, General Counsel,
and Corporate Secretary
|
1.
|
I have reviewed this Annual Report on Form 10-K of Terra Nitrogen Company, L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
|
February 25, 2016
|
|
/s/ W. ANTHONY WILL
|
|
|
|
|
W. Anthony Will
President and Chief Executive Officer, of Terra Nitrogen GP Inc.,
general partner of Terra Nitrogen Company, L.P.
(Principal Executive Officer)
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1.
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I have reviewed this Annual Report on Form 10-K of Terra Nitrogen Company, L.P.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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February 25, 2016
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/s/ DENNIS P. KELLEHER
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Dennis P. Kelleher
Senior Vice President and Chief Financial Officer of Terra Nitrogen GP Inc., general partner of Terra Nitrogen Company, L.P.
(Principal Financial Officer)
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1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
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2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of TNCLP as of and for the periods covered in the Report.
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/s/ W. ANTHONY WILL
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W. Anthony Will
President and Chief Executive Officer of Terra Nitrogen GP Inc., general partner of Terra Nitrogen Company, L.P. (Principal Executive Officer)
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Date:
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February 25, 2016
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1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
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2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of TNCLP as of and for the periods covered in the Report.
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/s/ DENNIS P. KELLEHER
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Dennis P. Kelleher
Senior Vice President and Chief Financial Officer
of Terra Nitrogen GP Inc., general partner of
Terra Nitrogen Company, L.P.
(Principal Financial Officer)
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Date:
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February 25, 2016
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