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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
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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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20-2697511
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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 Stock, $0.01 par value per share
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New York Stock Exchange
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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•
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six North American nitrogen fertilizer manufacturing facilities located in: Donaldsonville, Louisiana (the largest nitrogen fertilizer complex in North America); Medicine Hat, Alberta (the largest nitrogen fertilizer complex in Canada); Port Neal, Iowa; Courtright, Ontario; Yazoo City, Mississippi; and Woodward, Oklahoma;
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•
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two United Kingdom nitrogen manufacturing complexes located in Ince and Billingham that produce AN, ammonia and NPKs;
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•
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a
75.3%
interest in Terra Nitrogen Company, L.P. (TNCLP), a publicly-traded limited partnership of which we are the sole general partner and the majority limited partner and which, through its subsidiary Terra Nitrogen, Limited Partnership (TNLP), operates a nitrogen fertilizer manufacturing facility in Verdigris, Oklahoma;
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•
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an extensive system of terminals and associated transportation equipment located primarily in the midwestern United States; and
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•
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a
50%
interest in Point Lisas Nitrogen Limited (PLNL), an ammonia production joint venture located in the Republic of Trinidad and Tobago that we account for under the equity method.
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•
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We acquired the remaining 50% equity interest in
CF Fertilisers UK Group Limited
(formerly known as GrowHow UK Group Limited) (CF Fertilisers UK) not previously owned by us on July 31, 2015 for total consideration of $570.4 million, and
CF Fertilisers UK
became wholly owned by us. This transaction added
CF Fertilisers UK
’s nitrogen manufacturing complexes in Ince, United Kingdom and Billingham, United Kingdom to our consolidated manufacturing capacity.
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•
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We sold our interests in KEYTRADE AG (Keytrade), a global fertilizer trading company headquartered near Zurich, Switzerland, to the other key principals of Keytrade.
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•
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We sold our 50% ownership interest in an ammonia storage joint venture in Houston, Texas.
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•
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We entered into a definitive agreement (as amended, the Combination Agreement) under which we will combine with the European, North American and global distribution businesses (collectively, the ENA Business) of OCI N.V. (OCI). The combination transaction includes OCI’s nitrogen production facility in Geleen, Netherlands; its nitrogen production facility under construction in Wever, Iowa; its approximately 79.88% equity interest in an ammonia and methanol complex in Beaumont, Texas; and its global distribution business and the assumption of approximately $2 billion in net debt. Under the terms of the Combination Agreement, CF Holdings will become a subsidiary of a new holding company (New CF) domiciled in the Netherlands. This transaction is expected to close in mid-2016, subject to the approval of shareholders of both CF Holdings and OCI, the receipt of certain regulatory approvals, and other closing conditions. See Note
4—Acquisitions and Divestitures
for additional information.
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•
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We entered into a strategic venture with CHS Inc. (CHS). The strategic venture commenced on February 1, 2016, at which time CHS purchased a minority equity interest in CF Industries Nitrogen, LLC (CFN), a subsidiary of CF Holdings, for $2.8 billion. CHS also began receiving deliveries from us pursuant to a supply agreement under which CHS has the right to purchase annually from us up to approximately 1.1 million tons of granular urea and 580,000 tons of UAN at market prices. CHS is entitled to semi-annual profit distributions from CFN as a result of its minority equity interest in CFN. See Note
27—Subsequent Event
for additional information on this strategic venture.
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2015
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2014
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2013
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|||||||||||||||
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Tons
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Net Sales
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Tons
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Net Sales
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Tons
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Net Sales
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|||||||||
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(tons in thousands; dollars in millions)
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Nitrogen Product Segments
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Ammonia
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2,995
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$
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1,523.1
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2,969
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$
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1,576.3
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2,427
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$
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1,437.9
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Granular urea
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2,460
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788.0
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2,459
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914.5
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2,506
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924.6
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UAN
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5,865
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1,479.7
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6,092
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1,669.8
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6,383
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1,935.1
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AN
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1,290
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294.0
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958
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242.7
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859
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215.1
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Other
(1)
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1,108
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223.5
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798
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171.5
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770
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165.1
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Total
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13,718
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$
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4,308.3
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13,276
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$
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4,574.8
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12,945
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$
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4,677.8
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(1)
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Other segment products include DEF, urea liquor, nitric acid, aqua ammonia and NPKs.
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Average Annual Capacity
(1)
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||||||||||||||||
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Gross
Ammonia
(2)
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Net
Ammonia
(2)
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UAN
(3)
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Urea
(4)
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AN
(5)
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NPKs
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(tons in thousands)
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Donaldsonville, Louisiana
(6)(7)
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3,070
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1,130
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2,415
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1,680
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—
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—
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Medicine Hat, Alberta
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1,250
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790
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—
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810
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—
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—
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Port Neal, Iowa
(8)
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380
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30
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800
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50
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—
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—
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Verdigris, Oklahoma
(9)(10)
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1,180
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390
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1,975
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—
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—
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—
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Woodward, Oklahoma
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480
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140
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820
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25
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—
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—
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Yazoo City, Mississippi
(8)(10)(11)
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560
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—
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160
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40
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1,075
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—
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Courtright, Ontario
(8)(10)
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500
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265
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345
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160
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—
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—
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Ince, U.K.
(12)
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380
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20
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—
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—
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575
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385
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Billingham, U.K.
(10)
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550
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270
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—
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—
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620
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—
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8,350
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3,035
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6,515
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2,765
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2,270
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385
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Unconsolidated Affiliate
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Point Lisas, Trinidad
(13)
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360
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360
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—
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—
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—
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—
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Total
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8,710
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3,395
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6,515
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2,765
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2,270
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385
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(1)
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Average annual capacity includes allowance for normal outages and planned maintenance shutdowns.
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(2)
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Gross ammonia capacity includes ammonia used to produce upgraded products. Net ammonia capacity is gross ammonia capacity less ammonia used to produce upgraded products based on the product mix shown in the table.
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(3)
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Measured in tons of UAN containing 32% nitrogen by weight.
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(4)
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Urea is sold as granular urea from the Donaldsonville and Medicine Hat facilities, as urea liquor from the Port Neal, Woodward and Yazoo City facilities and as either granular urea or urea liquor from the Courtright facility. Urea liquor produced at the Yazoo City, Courtright, Woodward and Port Neal facilities can be sold as DEF.
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(5)
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AN includes prilled products (Amtrate and IGAN) and AN solution produced for sale.
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(6)
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The urea expansion capacity at Donaldsonville is online and available (Note: the urea expansion capacity of approximately 1.3 million tons has not been added to the capacity table above). If the full urea expansion capacity of approximately 1.3 million tons were produced, then the net ammonia balance would decrease by approximately 768,000 tons.
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(7)
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The Donaldsonville facility's remaining production capacity depends on product mix. Including the urea expansion capacity, the facility is capable of producing approximately 3.0 million tons of granular urea with UAN running at capacity. Granular urea production can be increased to approximately 3.3 million tons if UAN production is reduced to approximately 1.6 million tons.
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(8)
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Production of urea products at the Port Neal and Courtright facilities can be increased by reducing UAN production. Urea liquor production at the Yazoo City facility can be increased by obtaining additional ammonia to supplement the facility's ammonia production.
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(9)
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Represents 100% of the capacity of this facility.
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(10)
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Reduction of UAN or AN production at the Yazoo City, Courtright, Verdigris and Billingham facilities can allow more merchant nitric acid to be made available for sale.
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(11)
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The Yazoo City facility's production capacity depends on product mix. With the facility maximizing the production of AN products,
160,000
tons of UAN can be produced. UAN production can be increased to 450,000 tons by reducing the production of AN to 945,000 tons.
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(12)
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The Ince facility's production capacity depends on product mix. The facility can increase production of NPKs to 550,000 tons by reducing AN production to 485,000 tons.
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(13)
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Represents our 50% interest in the capacity of PLNL.
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(1)
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Gross ammonia production, including amounts subsequently upgraded on-site into granular urea, UAN or AN.
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2014
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2013
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||||||||||
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Tons
|
|
Net Sales
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Tons
|
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Net Sales
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||||||
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(tons in thousands; dollars in millions)
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||||||||||||
Phosphate Fertilizer Products
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DAP
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372
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$
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127.6
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|
1,408
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$
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600.6
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MAP
|
115
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40.8
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|
449
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196.3
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Total
|
487
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$
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168.4
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|
|
1,857
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$
|
796.9
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Ammonia
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Granular Urea
|
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UAN
(1)
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|
AN
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Number of
Facilities
|
|
Capacity
(000 Tons)
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Number of
Facilities
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|
Capacity
(000 Tons)
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|
Number of
Facilities
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|
Capacity
(000 Tons)
|
|
Number of
Facilities
|
|
Capacity
(000 Tons)
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||||||||
Plants
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9
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511
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3
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233
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6
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497
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3
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245
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Terminal and Warehouse Locations
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Owned
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22
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815
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1
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40
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8
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219
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—
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—
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Leased
(2)
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3
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110
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2
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49
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52
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534
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—
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—
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Total In-Market
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25
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|
|
925
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3
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89
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60
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753
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—
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—
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Total Storage Capacity
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1,436
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322
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1,250
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|
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245
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(1)
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Capacity is expressed as the equivalent volume of UAN measured on a 32% nitrogen content basis.
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(2)
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Our lease agreements are typically for periods of one to five years.
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•
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we may be liable for damages to OCI under the terms and conditions of the Combination Agreement;
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•
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negative reactions from the financial markets, including declines in the price of our common stock due to the fact that current prices may reflect a market assumption that the combination will be completed;
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•
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having to pay certain significant costs relating to the combination;
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•
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lost opportunities resulting from restrictions on the conduct of our business during the pendency of the transaction; and
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•
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the attention of management will have been diverted to the combination rather than to current operations and pursuit of other opportunities that could have been beneficial to us.
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•
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difficulties in integrating the parties' operations, systems, technologies, products and personnel;
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•
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incurrence of significant transaction-related expenses;
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•
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potential integration or restructuring costs;
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•
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potential impairment charges related to the goodwill, intangible assets or other assets to which any such transaction relates, in the event that the economic benefits of such transaction prove to be less than anticipated;
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•
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other unanticipated costs associated with such transactions;
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•
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our ability to achieve operating and financial efficiencies, synergies and cost savings;
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•
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our ability to obtain the desired financial or strategic benefits from any such transaction;
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•
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the parties’ ability to retain key business relationships, including relationships with employees, customers, partners and suppliers;
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•
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potential loss of key personnel;
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•
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entry into markets or involvement with products with which we have limited current or prior experience or in which competitors may have stronger positions;
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•
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assumption of contingent liabilities, including litigation;
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•
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exposure to unanticipated liabilities;
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•
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differences in the parties' internal control environments, which may require significant time and resources to resolve in conformity with applicable legal and accounting standards;
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•
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increased scope, geographic diversity and complexity of our operations;
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•
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the tax effects of any such transaction; and
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•
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the potential for costly and time-consuming litigation, including stockholder lawsuits.
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•
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the impact of particular economic, tax, currency, political, legal and regulatory risks associated with specific countries;
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•
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challenges caused by distance and by language and cultural differences;
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•
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difficulties and costs of complying with a wide variety of complex laws, treaties and regulations;
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•
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unexpected changes in regulatory environments;
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•
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political and economic instability, including the possibility for civil unrest;
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•
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nationalization of properties by foreign governments;
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•
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tax rates that may exceed those in the United States, and earnings that may be subject to withholding requirements;
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•
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the imposition of tariffs, exchange controls or other restrictions; and
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•
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the impact of currency exchange rate fluctuations.
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•
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make it more difficult for us to pay or refinance our debts as they become due during adverse economic and industry conditions because any related decrease in revenues could cause us to not have sufficient cash flows from operations to make our scheduled debt payments;
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•
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cause us to be less able to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions;
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•
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cause us to use a portion of our cash flow from operations for debt service, reducing the availability of cash to fund working capital and capital expenditures, research and development and other business activities;
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•
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cause us to be more vulnerable to general adverse economic and industry conditions;
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•
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expose us to the risk of increased interest rates because certain of our borrowings, including borrowings under our credit agreements, could be at variable rates of interest;
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•
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make us more leveraged than some of our competitors, which could place us at a competitive disadvantage;
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•
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limit our ability to borrow additional monies in the future to fund working capital, capital expenditures and other general corporate purposes; and
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•
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result in a downgrade in the credit rating of our indebtedness which could increase the cost of further borrowings.
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•
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the risk that changes to the tax laws or relevant facts may jeopardize or delay the combination or cause the parties to abandon the combination;
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•
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the risk that the governmental or regulatory actions could delay the combination or result in the imposition of conditions that could reduce the anticipated benefits from the combination or cause the parties to abandon the combination;
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•
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risks from the business uncertainties and contractual restrictions we are subject to while the combination is pending;
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•
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risks associated with the failure to complete the combination, or significant delays in completing the combination;
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•
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our ability to attract, motivate and retain executives and other employees in light of the combination;
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•
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risks associated with the operation or management of the CHS strategic venture, risks and uncertainties relating to the market prices of the fertilizer products that are the subject of our supply agreement with CHS over the life of the supply agreement, and the risk that any challenges related to the CHS strategic venture will harm our other business relationships;
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•
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the volatility of natural gas prices in North America and Europe;
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•
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the cyclical nature of our business and the agricultural sector;
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•
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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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•
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conditions in the U.S. and European agricultural industry;
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•
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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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•
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reliance on third party providers of transportation services and equipment;
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•
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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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•
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risks associated with cyber security;
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•
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weather conditions;
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•
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our ability to complete our production capacity expansion projects on schedule as planned, on budget or at all;
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•
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risks associated with expansions of our business, including unanticipated adverse consequences and the significant resources that could be required;
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•
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potential liabilities and expenditures related to environmental, health and safety laws and regulations and permitting requirements;
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•
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future regulatory restrictions and requirements related to GHG emissions;
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•
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the seasonality of the fertilizer business;
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•
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the impact of changing market conditions on our forward sales programs;
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•
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risks involving derivatives and the effectiveness of our risk measurement and hedging activities;
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•
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our reliance on a limited number of key facilities;
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•
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risks associated with our PLNL joint venture;
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•
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acts of terrorism and regulations to combat terrorism;
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•
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risks associated with international operations;
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•
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losses on our investments in securities;
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•
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deterioration of global market and economic conditions; and
|
•
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our ability to manage our indebtedness.
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Sales Prices
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|
Dividends
per Share |
||||||||
2015
|
High
|
|
Low
|
|
|||||||
First Quarter
|
$
|
62.89
|
|
|
$
|
54.60
|
|
|
$
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0.30
|
|
Second Quarter
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65.69
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|
|
55.60
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|
|
0.30
|
|
|||
Third Quarter
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70.32
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|
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43.88
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|
|
0.30
|
|
|||
Fourth Quarter
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54.27
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|
|
39.64
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|
|
0.30
|
|
|
Sales Prices
|
|
Dividends
per Share |
||||||||
2014
|
High
|
|
Low
|
|
|||||||
First Quarter
|
$
|
53.55
|
|
|
$
|
44.02
|
|
|
$
|
0.20
|
|
Second Quarter
|
53.39
|
|
|
46.48
|
|
|
0.20
|
|
|||
Third Quarter
|
56.07
|
|
|
47.71
|
|
|
0.30
|
|
|||
Fourth Quarter
|
58.06
|
|
|
47.89
|
|
|
0.30
|
|
|
Issuer Purchases of Equity Securities
|
||||||||||||
Period
|
Total Number
of Shares (or Units) Purchased |
|
Average
Price Paid per Share (or Unit) |
|
Cumulative Number of
Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs |
|
Maximum Number (or
Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (in thousands) (1) |
||||||
October 1, 2015 - October 31, 2015
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
100,000
|
|
November 1, 2015 - November 30, 2015
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
||
December 1, 2015 - December 31, 2015
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
||
Total
|
—
|
|
|
—
|
|
|
|
|
|
|
|
(1)
|
Represents the authorized share repurchase program announced on August 6, 2014 that allows management to repurchase common stock for a total expenditure of up to $1.0 billion through December 31, 2016 (the 2014 Program). This program is discussed in Note
18—Stockholders' Equity
, in the notes to the consolidated financial statements included in Item 8 of this report.
|
|
Year ended December 31,
|
||||||||||||||||||
|
2015
(1)
|
|
2014
(2)
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in millions, except per share amounts)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
$
|
4,308.3
|
|
|
$
|
4,743.2
|
|
|
$
|
5,474.7
|
|
|
$
|
6,104.0
|
|
|
$
|
6,097.9
|
|
Cost of sales
|
2,761.2
|
|
|
2,964.7
|
|
|
2,954.5
|
|
|
2,990.7
|
|
|
3,202.3
|
|
|||||
Gross margin
|
1,547.1
|
|
|
1,778.5
|
|
|
2,520.2
|
|
|
3,113.3
|
|
|
2,895.6
|
|
|||||
Selling, general and administrative expenses
|
169.8
|
|
|
151.9
|
|
|
166.0
|
|
|
151.8
|
|
|
130.0
|
|
|||||
Transaction costs
|
56.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restructuring and integration costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|||||
Other operating—net
|
92.3
|
|
|
53.3
|
|
|
(15.8
|
)
|
|
49.1
|
|
|
20.9
|
|
|||||
Total other operating costs and expenses
|
319.0
|
|
|
205.2
|
|
|
150.2
|
|
|
200.9
|
|
|
155.3
|
|
|||||
Gain on sale of phosphate business
|
—
|
|
|
750.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equity in earnings of operating affiliates
|
(35.0
|
)
|
|
43.1
|
|
|
41.7
|
|
|
47.0
|
|
|
50.2
|
|
|||||
Operating earnings
|
1,193.1
|
|
|
2,366.5
|
|
|
2,411.7
|
|
|
2,959.4
|
|
|
2,790.5
|
|
|||||
Interest expense (income)—net
|
131.6
|
|
|
177.3
|
|
|
147.5
|
|
|
131.0
|
|
|
145.5
|
|
|||||
Other non-operating—net
|
3.9
|
|
|
1.9
|
|
|
54.5
|
|
|
(1.1
|
)
|
|
(0.6
|
)
|
|||||
Earnings before income taxes and equity in earnings of non-operating affiliates
|
1,057.6
|
|
|
2,187.3
|
|
|
2,209.7
|
|
|
2,829.5
|
|
|
2,645.6
|
|
|||||
Income tax provision
|
395.8
|
|
|
773.0
|
|
|
686.5
|
|
|
964.2
|
|
|
926.5
|
|
|||||
Equity in earnings of non-operating affiliates—net of taxes
|
72.3
|
|
|
22.5
|
|
|
9.6
|
|
|
58.1
|
|
|
41.9
|
|
|||||
Net earnings
|
734.1
|
|
|
1,436.8
|
|
|
1,532.8
|
|
|
1,923.4
|
|
|
1,761.0
|
|
|||||
Less: Net earnings attributable to noncontrolling interest
|
34.2
|
|
|
46.5
|
|
|
68.2
|
|
|
74.7
|
|
|
221.8
|
|
|||||
Net earnings attributable to common stockholders
|
$
|
699.9
|
|
|
$
|
1,390.3
|
|
|
$
|
1,464.6
|
|
|
$
|
1,848.7
|
|
|
$
|
1,539.2
|
|
Cash dividends declared per common share
(3)
|
$
|
1.20
|
|
|
$
|
1.00
|
|
|
$
|
0.44
|
|
|
$
|
0.32
|
|
|
$
|
0.20
|
|
Share and per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net earnings per share attributable to common stockholders
(3)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
2.97
|
|
|
$
|
5.43
|
|
|
$
|
4.97
|
|
|
$
|
5.79
|
|
|
$
|
4.44
|
|
Diluted
|
2.96
|
|
|
5.42
|
|
|
4.95
|
|
|
5.72
|
|
|
4.40
|
|
|||||
Weighted-average common shares outstanding
(3)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
235.3
|
|
|
255.9
|
|
|
294.4
|
|
|
319.3
|
|
|
347.0
|
|
|||||
Diluted
|
236.1
|
|
|
256.7
|
|
|
296.0
|
|
|
323.3
|
|
|
350.2
|
|
|||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation, depletion and amortization
|
$
|
479.6
|
|
|
$
|
392.5
|
|
|
$
|
410.6
|
|
|
$
|
419.8
|
|
|
$
|
416.2
|
|
Capital expenditures
|
2,469.3
|
|
|
1,808.5
|
|
|
823.8
|
|
|
523.5
|
|
|
247.2
|
|
|
December 31,
|
||||||||||||||||||
|
2015
(1)
|
|
2014
(2)
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
286.0
|
|
|
$
|
1,996.6
|
|
|
$
|
1,710.8
|
|
|
$
|
2,274.9
|
|
|
$
|
1,207.0
|
|
Total assets
(4)
|
12,738.9
|
|
|
11,254.2
|
|
|
10,618.1
|
|
|
10,157.4
|
|
|
8,974.5
|
|
|||||
Customer advances
|
161.5
|
|
|
325.4
|
|
|
120.6
|
|
|
380.7
|
|
|
257.2
|
|
|||||
Total debt
|
5,592.7
|
|
|
4,592.5
|
|
|
3,098.1
|
|
|
1,605.0
|
|
|
1,617.8
|
|
|||||
Total equity
|
4,387.2
|
|
|
4,572.5
|
|
|
5,438.4
|
|
|
6,282.2
|
|
|
4,932.9
|
|
(1)
|
On July 31, 2015, we acquired the remaining
50%
equity interest in
CF Fertilisers UK
not previously owned by us.
CF Fertilisers UK
is now wholly owned by us. The financial results of
CF Fertilisers UK
have been consolidated within our financial results since July 31, 2015. Prior to July 31, 2015, our initial 50% equity interest in
CF Fertilisers UK
was accounted for as an equity method investment and the financial results of this investment were included in equity in earnings of non-operating affiliates—net of taxes. See Note
4—Acquisitions and Divestitures
, to the Consolidated Financial Statements for additional information.
|
(2)
|
On March 17, 2014, we completed the sale of our phosphate mining and manufacturing business. The selected historical financial data above includes the results of the phosphate business through March 17, 2014, plus the continuing sales of the phosphate inventory in the distribution network after March 17, 2014. The remaining phosphate inventory was sold in the second quarter of 2014. The results of the phosphate mining and manufacturing business are not reported as discontinued operations in our consolidated statements of operations, as further described in Note
4—Acquisitions and Divestitures
, to the Consolidated Financial Statements.
|
(3)
|
Share and per share amounts have been retroactively restated for all prior periods presented to reflect the
five
-for-one split of the Company’s common stock effected in the form of a stock dividend that was distributed on June 17, 2015.
|
(4)
|
Deferred income taxes included in total assets have been retroactively restated for all prior periods presented to reflect our adoption during fiscal year 2015 of Accounting Standards Update 2015-17, Balance Sheet Classification of Deferred Taxes (an update to Topic 740, Income Taxes), which requires the classification of all deferred tax assets and liabilities as noncurrent. See Note
3—New Accounting Standards
and Note
10—Income Taxes
, to the Consolidated Financial Statements for additional information.
|
•
|
Overview of CF Holdings
|
•
|
Our Company
|
•
|
Items Affecting Comparability of Results
|
•
|
Strategic Initiatives
|
•
|
Financial Executive Summary
|
•
|
Key Industry Factors
|
•
|
Factors Affecting Our Results
|
•
|
Results of Consolidated Operations
|
•
|
Year Ended
December 31, 2015
Compared to Year Ended
December 31, 2014
|
•
|
Year Ended
December 31, 2014
Compared to Year Ended
December 31, 2013
|
•
|
Operating Results by Business Segment
|
•
|
Liquidity and Capital Resources
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Critical Accounting Policies and Estimates
|
•
|
Recent Accounting Pronouncements
|
•
|
Discussion of Seasonality Impacts on Operations
|
•
|
six North American nitrogen fertilizer manufacturing facilities located in: Donaldsonville, Louisiana (the largest nitrogen fertilizer complex in North America); Medicine Hat, Alberta (the largest nitrogen fertilizer complex in Canada); Port Neal, Iowa; Courtright, Ontario; Yazoo City, Mississippi; and Woodward, Oklahoma;
|
•
|
two United Kingdom nitrogen manufacturing complexes located in Ince and Billingham that produce AN, ammonia and NPKs;
|
•
|
a 75.3% interest in Terra Nitrogen Company, L.P. (TNCLP), a publicly-traded limited partnership of which we are the sole general partner and the majority limited partner and which, through its subsidiary Terra Nitrogen, Limited Partnership (TNLP), operates a nitrogen fertilizer manufacturing facility in Verdigris, Oklahoma;
|
•
|
an extensive system of terminals and associated transportation equipment located primarily in the midwestern United States; and
|
•
|
a
50%
interest in Point Lisas Nitrogen Limited (PLNL), an ammonia production joint venture located in the Republic of Trinidad and Tobago that we account for under the equity method.
|
•
|
We acquired the remaining 50% equity interest in
CF Fertilisers UK Group Limited
(formerly known as GrowHow UK Group Limited) (CF Fertilisers UK) not previously owned by us on July 31, 2015 for total consideration of
$570.4 million
, and
CF Fertilisers UK
became wholly owned by us. This transaction added
CF Fertilisers UK
's nitrogen manufacturing complexes in Ince, United Kingdom and Billingham, United Kingdom to our consolidated manufacturing capacity. The impact of this acquisition is summarized below in the section titled Items Affecting Comparability of Results.
|
•
|
We sold our interests in KEYTRADE AG (Keytrade), a global fertilizer trading company headquartered near Zurich, Switzerland, to the other key principals of Keytrade.
|
•
|
We sold our 50% ownership interest in an ammonia storage joint venture in Houston, Texas.
|
•
|
We entered into a definitive agreement (as amended, the Combination Agreement) under which we will combine with the European, North American and global distribution businesses (collectively, the ENA Business) of OCI N.V. (OCI). The combination transaction includes OCI’s nitrogen production facility in Geleen, Netherlands; its nitrogen production facility under construction in Wever, Iowa; its approximately 79.88% equity interest in an ammonia and methanol complex in Beaumont, Texas; and its global distribution business and the assumption of approximately
$2 billion
in net debt. Under the terms of the Combination Agreement, CF Holdings will become a subsidiary of a new holding company (New CF) domiciled in the Netherlands. This transaction is expected to close in mid-2016, subject to the approval of shareholders of both CF Holdings and OCI, the receipt of certain regulatory approvals, and other closing conditions. See Strategic Initiatives—Agreement to Combine with Certain of OCI N.V.’s Businesses below, for further details on this transaction.
|
•
|
We entered into a strategic venture with CHS Inc. (CHS). The strategic venture commenced on February 1, 2016, at which time CHS purchased a minority equity interest in CF Industries Nitrogen, LLC (CFN), a subsidiary of CF Holdings, for $2.8 billion. CHS also began receiving deliveries from us pursuant to a supply agreement under which CHS has the right to purchase annually from us up to approximately 1.1 million tons of granular urea and 580,000 tons of UAN at market prices. CHS is entitled to semi-annual profit distributions from CFN as a result of its minority equity interest in CFN. See Strategic Initiatives—Strategic Venture with CHS below, for further details on this strategic venture.
|
|
CF Holdings Reportable Segments
|
|
|
||||||||||||
CF Fertilisers UK
|
Ammonia
|
|
AN
|
|
Other
|
|
Consolidated
|
||||||||
|
(in millions, except percentages)
|
||||||||||||||
Five months ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
$
|
38.4
|
|
|
$
|
117.0
|
|
|
$
|
53.0
|
|
|
$
|
208.4
|
|
Cost of sales
|
30.7
|
|
|
108.6
|
|
|
45.6
|
|
|
184.9
|
|
||||
Gross margin
|
$
|
7.7
|
|
|
$
|
8.4
|
|
|
$
|
7.4
|
|
|
$
|
23.5
|
|
Gross margin percentage
|
20.1
|
%
|
|
7.2
|
%
|
|
14.0
|
%
|
|
11.3
|
%
|
•
|
Between the period of January 1, 2013 and April 30, 2013, CFL selling prices were based on production cost plus an agreed-upon margin.
|
•
|
Starting on April 30, 2013, CFL became a wholly-owned subsidiary of CF Industries. Once CFL became a wholly-owned subsidiary, CF industries began purchasing all of the output of CFL for resale and reported those sales in its consolidated financial statements at market prices.
|
•
|
NOL tax benefits of $75.8 million were recognized, which reduced income tax expense.
|
•
|
A charge of $55.2 million was recognized for the 73.1% portion of the NOL benefit that will be paid to the pre-IPO owners as the tax benefits are realized. The $55.2 million charge was recognized in the consolidated statement of operations in other non-operating—net.
|
•
|
We reported net earnings attributable to common stockholders of
$699.9 million
in
2015
, compared to net earnings of
$1.39 billion
in
2014
, or a
decline
of
$690.4 million
or
50%
. The 2014 reported results were significantly impacted by the sale of our phosphate business. In the first quarter of 2014, we sold the phosphate business and recognized a pre-tax
gain
of
$750.1 million
(
$462.8 million
after tax) on the sale of this business.
|
•
|
Diluted earnings per share attributable to common stockholders
decrease
d
45%
to
$2.96
per share in
2015
from
$5.42
per share in
2014
. This
decrease
is due to
lower
net earnings partly offset by the
lower
diluted weighted-average shares outstanding in
2015
as compared to the prior year. During
2015
, we repurchased
8.9 million
shares of our common stock representing
4%
of the prior year end outstanding shares, at a cost of
$527.2 million
.
|
•
|
In 2015, our total gross margin
declined
by
$231.4 million
, or
13%
, to
$1.55 billion
in
2015
from
$1.78 billion
in
2014
. The impact of the
CF Fertilisers UK
acquisition increased gross margin by
$23.5 million
. The remaining
decline
in our gross margin of
$254.9 million
, or
14%
, was due to the
$244.8 million
decrease
in gross margin in the
Nitrogen Product Segments
and the
$10.1 million
decline in gross margin in the phosphate segment as the phosphate business was sold in the first quarter of 2014. The remaining
decrease
in
Nitrogen Product Segments
gross margin, as more fully described below, was due primarily to lower average selling prices, lower sales volume, and the impact of mark-to-market losses on natural gas derivatives, partially offset by lower physical natural gas costs.
|
◦
|
Average selling prices, primarily UAN and granular urea,
decrease
d by
8%
, which reduced gross margin by
$348.8 million
as international nitrogen fertilizer prices continued to decline due to excess global supply. The combination of falling global production costs, foreign currency devaluation and reduced ocean freight costs allowed many international producers to continue operations and the resulting supply weighed on global prices.
|
◦
|
Sales volume, primarily ammonia, decreased by 3%, which decreased gross margin by
$72.3 million
due primarily to a poor fall application season and weaker demand as customers were unable to apply ammonia due to poor weather conditions and customers were hesitant to buy in a declining pricing environment.
|
◦
|
Unrealized net mark-to-market
loss
es on natural gas derivatives
decreased
gross margin by
$96.8 million
as
2015
included a
$176.3 million
loss
compared to
$79.5 million
loss
in
2014
.
|
◦
|
Lower physical natural gas costs in
2015
, partially offset by the impact of natural gas derivatives that settled in the period, increased gross margin by
$229.8 million
compared to
2014
. Lower gas costs were primarily driven by increased North American natural gas production, as increased well efficiencies increased supply. Warm weather conditions, especially in the fourth quarter, also contributed to high storage levels and the resulting decline in gas prices.
|
•
|
Selling, general and administrative expenses
increase
d
$17.9 million
to
$169.8 million
in
2015
from
$151.9 million
in
2014
. The
increase
was due primarily to the impact of the
CF Fertilisers UK
acquisition, an increase in corporate project activities, and higher intangible amortization costs.
|
•
|
Transaction costs incurred in
2015
of
$56.9 million
are attributable to various consulting and legal services associated primarily with executing the strategic agreements and preparing for the proposed combination with the ENA Business of OCI, our strategic venture with CHS and our acquisition of the remaining 50% equity interest in
CF Fertilisers UK
not previously owned by us.
|
•
|
Other operating—net
increase
d by
$39.0 million
from
$53.3 million
of
expense
in
2014
to
expense
of
$92.3 million
in
2015
. The
increase
d
expense
was due primarily to increased expansion project costs pertaining to our Donaldsonville, Louisiana and Port Neal, Iowa capacity expansion projects that did not qualify for capitalization compared to
2014
.
|
•
|
Net interest expense
decrease
d by
$45.7 million
to
$131.6 million
in
2015
from
$177.3 million
in
2014
due primarily to the higher amounts of capitalized interest related to our capacity expansion projects, partially offset by higher interest expense pertaining to the $1.0 billion and $1.5 billion of senior notes that were issued in September 2015 and
|
•
|
Net cash provided by operating activities
in
2015
was
$1.20 billion
as compared to
$1.41 billion
in
2014
, a decline of
$204.9 million
. This
decline
was primarily due to
unfavorable
working capital changes as customer advances were lower and inventory levels were higher in
2015
as compared to
2014
levels. Due to the declining pricing environment for nitrogen fertilizers in 2015, customers delayed making forward purchase commitments to purchase fertilizer in 2015, which reduced the amount of customer advances that were received, as compared to 2014 when fertilizer pricing was stronger. Inventory levels were also higher in 2015 due to a poor fall ammonia application season, as compared to 2014 when inventory levels declined.
|
•
|
Net cash used in investing activities
was
$2.98 billion
in
2015
compared to
$343.5 million
in
2014
when we received proceeds of
$1.37 billion
from the sale of the phosphate business. During
2015
, capital expenditures totaled
$2.47 billion
compared to
$1.81 billion
in
2014
. The increase in capital expenditures is primarily related to the capacity expansion projects in Donaldsonville, Louisiana and Port Neal, Iowa. We also acquired the remaining 50% equity interest in
CF Fertilisers UK
not previously owned by us for a net cash payment of
$551.6 million
, which is net of cash acquired of $18.8 million.
|
•
|
Net cash provided by financing activities was
$79.9 million
in
2015
compared to net cash used in financing activities of
$775.1 million
in
2014
. In September 2015, we issued senior notes and received proceeds of
$1.0 billion
. In March 2014, we issued senior notes and received proceeds of approximately $1.5 billion. In
2015
, we repurchased shares of our common stock for
$556.3 million
in cash; in
2014
, we repurchased shares of our common stock for
$1.93 billion
in cash. Dividends paid on common stock were
$282.3 million
and
$255.7 million
in
2015
and
2014
, respectively.
|
•
|
The following is a summary of certain significant items that impacted the consolidated financial results in
2015
,
2014
and
2013
:
|
◦
|
Net earnings attributable to common stockholders of
$699.9 million
for
2015
included a
$94.4 million
gain as a result of the remeasurement to fair value of our initial 50% equity interest in
CF Fertilisers UK
(
$94.4 million
after tax), a
$61.9 million
impairment of our equity method investment in PLNL (
$61.9 million
after tax), a
$176.3 million
unrealized net mark-to-market
loss
(
$110.9 million
after tax) on natural gas derivatives,
$42.8 million
of losses (
$30.9 million
after tax) as a result of the sale of equity method investments,
$56.9 million
of transaction costs (
$56.9 million
after tax),
$51.3 million
of
expenses
(
$32.3 million
after tax) related to our capacity expansion projects in Donaldsonville, Louisiana and Port Neal, Iowa that did not qualify for capitalization, and
$21.6 million
(
$13.6 million
after tax) of realized and unrealized net
loss
es on foreign currency derivatives related to our capacity expansion projects. During
2015
, we repurchased
8.9 million
shares of our common stock at an average price of
$59
per share representing
4%
of the prior year end's outstanding shares at a cost of
$527.2 million
.
|
◦
|
In
2014
, we reported net earnings attributable to common stockholders of
$1.39 billion
. Our
2014
results included a
$750.1 million
gain
(
$462.8 million
after tax) on the sale of the phosphate business, a
$79.5 million
unrealized net mark-to-market
loss
(
$50.1 million
after tax) on natural gas derivatives,
$30.7 million
of expenses (
$19.4 million
after tax) related to our capacity expansion projects that did not qualify for capitalization,
$38.4 million
(
$24.2 million
after tax) of realized and unrealized net
loss
es on foreign currency derivatives and a
$13.1 million
(
$8.2 million
after tax) of retirement benefit settlement charges. During
2014
, we repurchased
38.4 million
shares of our common stock at an average price of
$50
per share representing
14%
of the prior year end's outstanding shares at a cost of
$1.92 billion
.
|
◦
|
In
2013
, we reported net earnings attributable to common stockholders of
$1.46 billion
. Our
2013
results included a
$52.9 million
unrealized net mark-to-market
gain
(
$33.5 million
after tax) on natural gas derivatives,
$10.8 million
of expenses (
$6.8 million
after tax) related to our capacity expansion projects that did not qualify for capitalization,
$20.8 million
(
$13.2 million
after tax) of realized and unrealized net
gain
s on foreign currency derivatives and a net
$20.6 million
benefit
from a settlement with the IRS concerning certain pre-IPO NOLs. During
2013
, we repurchased
36.7 million
shares of our common stock at an average price of $
39
representing
12%
of the prior year end's outstanding shares at a cost of
$1.45 billion
.
|
|
Twelve months ended December 31,
|
||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 v. 2014
|
|
2014 v. 2013
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
4,308.3
|
|
|
$
|
4,743.2
|
|
|
$
|
5,474.7
|
|
|
$
|
(434.9
|
)
|
|
(9
|
)%
|
|
$
|
(731.5
|
)
|
|
(13
|
)%
|
Cost of sales
|
2,761.2
|
|
|
2,964.7
|
|
|
2,954.5
|
|
|
(203.5
|
)
|
|
(7
|
)%
|
|
10.2
|
|
|
—
|
%
|
|||||
Gross margin
|
1,547.1
|
|
|
1,778.5
|
|
|
2,520.2
|
|
|
(231.4
|
)
|
|
(13
|
)%
|
|
(741.7
|
)
|
|
(29
|
)%
|
|||||
Gross margin percentage
|
35.9
|
%
|
|
37.5
|
%
|
|
46.0
|
%
|
|
(1.6
|
)%
|
|
|
|
(8.5
|
)%
|
|
|
|||||||
Selling, general and administrative expenses
|
169.8
|
|
|
151.9
|
|
|
166.0
|
|
|
17.9
|
|
|
12
|
%
|
|
(14.1
|
)
|
|
(8
|
)%
|
|||||
Transaction costs
|
56.9
|
|
|
—
|
|
|
—
|
|
|
56.9
|
|
|
N/M
|
|
|
—
|
|
|
N/M
|
|
|||||
Other operating—net
|
92.3
|
|
|
53.3
|
|
|
(15.8
|
)
|
|
39.0
|
|
|
73
|
%
|
|
69.1
|
|
|
N/M
|
|
|||||
Total other operating costs and expenses
|
319.0
|
|
|
205.2
|
|
|
150.2
|
|
|
113.8
|
|
|
55
|
%
|
|
55.0
|
|
|
37
|
%
|
|||||
Gain on sale of phosphate business
|
—
|
|
|
750.1
|
|
|
—
|
|
|
(750.1
|
)
|
|
(100
|
)%
|
|
750.1
|
|
|
N/M
|
|
|||||
Equity in earnings of operating affiliates
|
(35.0
|
)
|
|
43.1
|
|
|
41.7
|
|
|
(78.1
|
)
|
|
(181
|
)%
|
|
1.4
|
|
|
3
|
%
|
|||||
Operating earnings
|
1,193.1
|
|
|
2,366.5
|
|
|
2,411.7
|
|
|
(1,173.4
|
)
|
|
(50
|
)%
|
|
(45.2
|
)
|
|
(2
|
)%
|
|||||
Interest expense—net
|
131.6
|
|
|
177.3
|
|
|
147.5
|
|
|
(45.7
|
)
|
|
(26
|
)%
|
|
29.8
|
|
|
20
|
%
|
|||||
Other non-operating—net
|
3.9
|
|
|
1.9
|
|
|
54.5
|
|
|
2.0
|
|
|
105
|
%
|
|
(52.6
|
)
|
|
(97
|
)%
|
|||||
Earnings before income taxes and equity in earnings of non-operating affiliates
|
1,057.6
|
|
|
2,187.3
|
|
|
2,209.7
|
|
|
(1,129.7
|
)
|
|
(52
|
)%
|
|
(22.4
|
)
|
|
(1
|
)%
|
|||||
Income tax provision
|
395.8
|
|
|
773.0
|
|
|
686.5
|
|
|
(377.2
|
)
|
|
(49
|
)%
|
|
86.5
|
|
|
13
|
%
|
|||||
Equity in earnings of non-operating affiliates—net of taxes
|
72.3
|
|
|
22.5
|
|
|
9.6
|
|
|
49.8
|
|
|
221
|
%
|
|
12.9
|
|
|
134
|
%
|
|||||
Net earnings
|
734.1
|
|
|
1,436.8
|
|
|
1,532.8
|
|
|
(702.7
|
)
|
|
(49
|
)%
|
|
(96.0
|
)
|
|
(6
|
)%
|
|||||
Less: Net earnings attributable to noncontrolling interest
|
34.2
|
|
|
46.5
|
|
|
68.2
|
|
|
(12.3
|
)
|
|
(26
|
)%
|
|
(21.7
|
)
|
|
(32
|
)%
|
|||||
Net earnings attributable to common stockholders
|
$
|
699.9
|
|
|
$
|
1,390.3
|
|
|
$
|
1,464.6
|
|
|
$
|
(690.4
|
)
|
|
(50
|
)%
|
|
$
|
(74.3
|
)
|
|
(5
|
)%
|
Diluted net earnings per share attributable to common stockholders
(1)
|
$
|
2.96
|
|
|
$
|
5.42
|
|
|
$
|
4.95
|
|
|
$
|
(2.46
|
)
|
|
(45
|
)%
|
|
$
|
0.47
|
|
|
9
|
%
|
Diluted weighted-average common shares outstanding
(1)
|
236.1
|
|
|
256.7
|
|
|
296.0
|
|
|
(20.6
|
)
|
|
(8
|
)%
|
|
(39.3
|
)
|
|
(13
|
)%
|
|||||
Dividends declared per common share
(1)
|
$
|
1.20
|
|
|
$
|
1.00
|
|
|
$
|
0.44
|
|
|
$
|
0.20
|
|
|
|
|
|
$
|
0.56
|
|
|
|
|
Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchased natural gas costs (per MMBtu)
(2)
|
$
|
2.81
|
|
|
$
|
4.49
|
|
|
$
|
3.64
|
|
|
$
|
(1.68
|
)
|
|
|
|
$
|
0.85
|
|
|
|
||
Realized derivatives loss (gain) (per MMBtu)
(3)
|
0.26
|
|
|
(0.24
|
)
|
|
0.02
|
|
|
0.50
|
|
|
|
|
(0.26
|
)
|
|
|
|||||||
Cost of natural gas (per MMBtu)
|
$
|
3.07
|
|
|
$
|
4.25
|
|
|
$
|
3.66
|
|
|
$
|
(1.18
|
)
|
|
(28
|
)%
|
|
$
|
0.59
|
|
|
16
|
%
|
Average daily market price of natural gas (per MMBtu) Henry Hub (Louisiana)
|
$
|
2.61
|
|
|
$
|
4.32
|
|
|
$
|
3.72
|
|
|
$
|
(1.71
|
)
|
|
(40
|
)%
|
|
$
|
0.60
|
|
|
16
|
%
|
Average daily market price of natural gas (per MMBtu) National Balancing Point (UK)
(4)
|
$
|
6.53
|
|
|
—
|
|
|
—
|
|
|
$
|
6.53
|
|
|
N/M
|
|
|
—
|
|
|
N/M
|
|
|||
Capital expenditures
|
$
|
2,469.3
|
|
|
$
|
1,808.5
|
|
|
$
|
823.8
|
|
|
$
|
660.8
|
|
|
37
|
%
|
|
$
|
984.7
|
|
|
120
|
%
|
Production volume by product tons (000s):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ammonia
(5)
|
7,673
|
|
|
7,011
|
|
|
7,105
|
|
|
662
|
|
|
9
|
%
|
|
(94
|
)
|
|
(1
|
)%
|
|||||
Granular urea
|
2,520
|
|
|
2,347
|
|
|
2,474
|
|
|
173
|
|
|
7
|
%
|
|
(127
|
)
|
|
(5
|
)%
|
|||||
UAN (32%)
|
5,888
|
|
|
5,939
|
|
|
6,332
|
|
|
(51
|
)
|
|
(1
|
)%
|
|
(393
|
)
|
|
(6
|
)%
|
|||||
AN
|
1,283
|
|
|
950
|
|
|
882
|
|
|
333
|
|
|
35
|
%
|
|
68
|
|
|
8
|
%
|
(1)
|
Share and per share amounts have been retroactively restated for all prior periods presented to reflect the five-for-one split of the Company’s common stock effected in the form of a stock dividend that was distributed on June 17, 2015.
|
(2)
|
Includes the cost of natural gas purchased during the period for use in production.
|
(3)
|
Includes the impact of gains and losses on natural gas derivatives that were settled and realized during the period. Excludes the unrealized mark-to-market gains and losses on natural gas derivatives.
|
(4)
|
Amount represents average daily market price for the full year 2015.
|
(5)
|
Gross ammonia production, including amounts subsequently upgraded on-site into granular urea, UAN, or AN.
|
|
Twelve months ended December 31,
|
||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 v. 2014
|
|
2014 v. 2013
|
||||||||||||||||
|
(in millions, except percentages)
|
||||||||||||||||||||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
As reported
|
$
|
4,308.3
|
|
|
$
|
4,743.2
|
|
|
$
|
5,474.7
|
|
|
$
|
(434.9
|
)
|
|
(9
|
)%
|
|
$
|
(731.5
|
)
|
|
(13
|
)%
|
Impact of selling price adjustment
|
—
|
|
|
—
|
|
|
71.1
|
|
|
—
|
|
|
|
|
|
(71.1
|
)
|
|
|
|
|||||
As adjusted
|
$
|
4,308.3
|
|
|
$
|
4,743.2
|
|
|
$
|
5,545.8
|
|
|
$
|
(434.9
|
)
|
|
(9
|
)%
|
|
$
|
(802.6
|
)
|
|
(14
|
)%
|
Gross margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
As reported
|
$
|
1,547.1
|
|
|
$
|
1,778.5
|
|
|
$
|
2,520.2
|
|
|
$
|
(231.4
|
)
|
|
(13
|
)%
|
|
$
|
(741.7
|
)
|
|
(29
|
)%
|
Impact of selling price adjustment
|
—
|
|
|
—
|
|
|
71.1
|
|
|
—
|
|
|
|
|
|
(71.1
|
)
|
|
|
|
|||||
As adjusted
|
$
|
1,547.1
|
|
|
$
|
1,778.5
|
|
|
$
|
2,591.3
|
|
|
$
|
(231.4
|
)
|
|
(13
|
)%
|
|
$
|
(812.8
|
)
|
|
(31
|
)%
|
Net earnings attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
As reported
|
$
|
34.2
|
|
|
$
|
46.5
|
|
|
$
|
68.2
|
|
|
$
|
(12.3
|
)
|
|
(26
|
)%
|
|
$
|
(21.7
|
)
|
|
(32
|
)%
|
Impact of selling price adjustment
|
—
|
|
|
—
|
|
|
71.1
|
|
|
—
|
|
|
|
|
|
(71.1
|
)
|
|
|
|
|||||
As adjusted
|
$
|
34.2
|
|
|
$
|
46.5
|
|
|
$
|
139.3
|
|
|
$
|
(12.3
|
)
|
|
(26
|
)%
|
|
$
|
(92.8
|
)
|
|
(67
|
)%
|
•
|
Average selling prices, primarily UAN and granular urea,
decrease
d by
8%
, which reduced gross margin by
$348.8 million
as international nitrogen fertilizer prices continued to decline due to excess global supply. The combination of falling global production costs, foreign currency devaluation and reduced ocean freight costs allowed many international producers to continue operations and the resulting supply weighed on global prices.
|
•
|
Sales volume, primarily ammonia, decreased by 3%, which decreased gross margin by
$72.3 million
due primarily to a poor fall application season and weaker demand as customers were unable to apply ammonia due to poor weather conditions and customers were hesitant to buy in a declining pricing environment.
|
•
|
Unrealized net mark-to-market
loss
es on natural gas derivatives
decreased
gross margin by
$96.8 million
as
2015
included a
$176.3 million
loss
compared to a
$79.5 million
loss
in
2014
.
|
•
|
Lower physical natural gas costs in
2015
, partially offset by the impact of natural gas derivatives that settled in the period, increased gross margin by
$229.8 million
compared to
2014
. Lower gas costs were primarily driven by increased North American natural gas production, as increased well efficiencies increased supply. Warm weather conditions, especially in the fourth quarter, also contributed to high storage levels and the resulting decline in gas prices.
|
•
|
Average selling prices in the
Nitrogen Product Segments
decline
d by
4%
, which reduced gross margin by $358.9 million.
|
•
|
Sales volume in the
Nitrogen Product Segments
increased by
3%
, which
increase
d gross margin by $73.5 million.
|
•
|
Higher natural gas costs reduced gross margin by $122.3 million.
|
•
|
Unrealized net mark-to-market losses on natural gas derivatives decreased gross margin by $132.4 million as
2014
included a
$79.5 million
loss
and
2013
included a
$52.9 million
gain
.
|
•
|
Other production costs, including production outage related expenses, and distribution and storage expenses increased compared to
2013
.
|
|
Ammonia
|
|
Granular Urea
(1)
|
|
UAN
(1)
|
|
AN
(1)
|
|
Other
(1)
|
|
Phosphate
|
|
Consolidated
|
||||||||||||||
|
(in million, except percentages)
|
||||||||||||||||||||||||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net sales
|
$
|
1,523.1
|
|
|
$
|
788.0
|
|
|
$
|
1,479.7
|
|
|
$
|
294.0
|
|
|
$
|
223.5
|
|
|
$
|
—
|
|
|
$
|
4,308.3
|
|
Cost of sales
|
883.7
|
|
|
469.5
|
|
|
954.5
|
|
|
290.8
|
|
|
162.7
|
|
|
—
|
|
|
2,761.2
|
|
|||||||
Gross margin
|
$
|
639.4
|
|
|
$
|
318.5
|
|
|
$
|
525.2
|
|
|
$
|
3.2
|
|
|
$
|
60.8
|
|
|
$
|
—
|
|
|
$
|
1,547.1
|
|
Gross margin percentage
|
42.0
|
%
|
|
40.4
|
%
|
|
35.5
|
%
|
|
1.1
|
%
|
|
27.2
|
%
|
|
—
|
%
|
|
35.9
|
%
|
|||||||
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
1,576.3
|
|
|
$
|
914.5
|
|
|
$
|
1,669.8
|
|
|
$
|
242.7
|
|
|
$
|
171.5
|
|
|
$
|
168.4
|
|
|
$
|
4,743.2
|
|
Cost of sales
|
983.2
|
|
|
516.6
|
|
|
997.4
|
|
|
189.1
|
|
|
120.1
|
|
|
158.3
|
|
|
2,964.7
|
|
|||||||
Gross margin
|
$
|
593.1
|
|
|
$
|
397.9
|
|
|
$
|
672.4
|
|
|
$
|
53.6
|
|
|
$
|
51.4
|
|
|
$
|
10.1
|
|
|
$
|
1,778.5
|
|
Gross margin percentage
|
37.6
|
%
|
|
43.5
|
%
|
|
40.3
|
%
|
|
22.1
|
%
|
|
30.0
|
%
|
|
6.0
|
%
|
|
37.5
|
%
|
|||||||
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
1,437.9
|
|
|
$
|
924.6
|
|
|
$
|
1,935.1
|
|
|
$
|
215.1
|
|
|
$
|
165.1
|
|
|
$
|
796.9
|
|
|
$
|
5,474.7
|
|
Cost of sales
|
656.5
|
|
|
410.1
|
|
|
895.6
|
|
|
155.9
|
|
|
114.4
|
|
|
722.0
|
|
|
2,954.5
|
|
|||||||
Gross margin
|
$
|
781.4
|
|
|
$
|
514.5
|
|
|
$
|
1,039.5
|
|
|
$
|
59.2
|
|
|
$
|
50.7
|
|
|
$
|
74.9
|
|
|
$
|
2,520.2
|
|
Gross margin percentage
|
54.3
|
%
|
|
55.6
|
%
|
|
53.7
|
%
|
|
27.5
|
%
|
|
30.7
|
%
|
|
9.4
|
%
|
|
46.0
|
%
|
(1)
|
The cost of ammonia that is upgraded into other products is transferred at cost into the upgraded product results.
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 v. 2014
|
|
2014 v. 2013
|
||||||||||||||||
|
(in millions, except percentages)
|
||||||||||||||||||||||||
Ammonia Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
As reported
|
$
|
1,523.1
|
|
|
$
|
1,576.3
|
|
|
$
|
1,437.9
|
|
|
$
|
(53.2
|
)
|
|
(3
|
)%
|
|
$
|
138.4
|
|
|
10
|
%
|
Impact of selling price adjustment
|
—
|
|
|
—
|
|
|
44.8
|
|
|
—
|
|
|
|
|
|
(44.8
|
)
|
|
|
|
|||||
As adjusted
|
$
|
1,523.1
|
|
|
$
|
1,576.3
|
|
|
$
|
1,482.7
|
|
|
$
|
(53.2
|
)
|
|
(3
|
)%
|
|
$
|
93.6
|
|
|
6
|
%
|
Gross margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
As reported
|
$
|
639.4
|
|
|
$
|
593.1
|
|
|
$
|
781.4
|
|
|
$
|
46.3
|
|
|
8
|
%
|
|
$
|
(188.3
|
)
|
|
(24
|
)%
|
Impact of selling price adjustment
|
—
|
|
|
—
|
|
|
44.8
|
|
|
—
|
|
|
|
|
|
(44.8
|
)
|
|
|
|
|||||
As adjusted
|
$
|
639.4
|
|
|
$
|
593.1
|
|
|
$
|
826.2
|
|
|
$
|
46.3
|
|
|
8
|
%
|
|
$
|
(233.1
|
)
|
|
(28
|
)%
|
Gross margin percentage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
As reported
|
42.0
|
%
|
|
37.6
|
%
|
|
54.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Impact of selling price adjustment
|
—
|
|
|
—
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
As adjusted
|
42.0
|
%
|
|
37.6
|
%
|
|
55.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Average selling price per product ton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
As reported
|
$
|
509
|
|
|
$
|
531
|
|
|
$
|
592
|
|
|
$
|
(22
|
)
|
|
(4
|
)%
|
|
$
|
(61
|
)
|
|
(10
|
)%
|
Impact of selling price adjustment
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
|
|
|
(19
|
)
|
|
|
|
|||||
As adjusted
|
$
|
509
|
|
|
$
|
531
|
|
|
$
|
611
|
|
|
$
|
(22
|
)
|
|
(4
|
)%
|
|
$
|
(80
|
)
|
|
(13
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Granular Urea Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As reported
|
$
|
788.0
|
|
|
$
|
914.5
|
|
|
$
|
924.6
|
|
|
$
|
(126.5
|
)
|
|
(14
|
)%
|
|
$
|
(10.1
|
)
|
|
(1
|
)%
|
Impact of selling price adjustment
|
—
|
|
|
—
|
|
|
26.3
|
|
|
—
|
|
|
|
|
|
(26.3
|
)
|
|
|
|
|||||
As adjusted
|
$
|
788.0
|
|
|
$
|
914.5
|
|
|
$
|
950.9
|
|
|
$
|
(126.5
|
)
|
|
(14
|
)%
|
|
$
|
(36.4
|
)
|
|
(4
|
)%
|
Gross margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
As reported
|
$
|
318.5
|
|
|
$
|
397.9
|
|
|
$
|
514.5
|
|
|
$
|
(79.4
|
)
|
|
(20
|
)%
|
|
$
|
(116.6
|
)
|
|
(23
|
)%
|
Impact of selling price adjustment
|
—
|
|
|
—
|
|
|
26.3
|
|
|
—
|
|
|
|
|
|
(26.3
|
)
|
|
|
|
|||||
As adjusted
|
$
|
318.5
|
|
|
$
|
397.9
|
|
|
$
|
540.8
|
|
|
$
|
(79.4
|
)
|
|
(20
|
)%
|
|
$
|
(142.9
|
)
|
|
(26
|
)%
|
Gross margin percentage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
As reported
|
40.4
|
%
|
|
43.5
|
%
|
|
55.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Impact of selling price adjustment
|
—
|
|
|
—
|
|
|
1.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
As adjusted
|
40.4
|
%
|
|
43.5
|
%
|
|
56.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Average selling price per product ton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
As reported
|
$
|
320
|
|
|
$
|
372
|
|
|
$
|
369
|
|
|
$
|
(52
|
)
|
|
(14
|
)%
|
|
$
|
3
|
|
|
1
|
%
|
Impact of selling price adjustment
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
|
|
|
(10
|
)
|
|
|
|
|||||
As adjusted
|
$
|
320
|
|
|
$
|
372
|
|
|
$
|
379
|
|
|
$
|
(52
|
)
|
|
(14
|
)%
|
|
$
|
(7
|
)
|
|
(2
|
)%
|
|
Twelve months ended December 31,
|
||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 v. 2014
|
|
2014 v. 2013
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
1,523.1
|
|
|
$
|
1,576.3
|
|
|
$
|
1,437.9
|
|
|
$
|
(53.2
|
)
|
|
(3
|
)%
|
|
$
|
138.4
|
|
|
10
|
%
|
Cost of sales
|
883.7
|
|
|
983.2
|
|
|
656.5
|
|
|
(99.5
|
)
|
|
(10
|
)%
|
|
326.7
|
|
|
50
|
%
|
|||||
Gross margin
|
$
|
639.4
|
|
|
$
|
593.1
|
|
|
$
|
781.4
|
|
|
$
|
46.3
|
|
|
8
|
%
|
|
$
|
(188.3
|
)
|
|
(24
|
)%
|
Gross margin percentage
(1)
|
42.0
|
%
|
|
37.6
|
%
|
|
54.3
|
%
|
|
4.4
|
%
|
|
|
|
(16.7
|
)%
|
|
|
|||||||
Sales volume by product tons (000s)
|
2,995
|
|
|
2,969
|
|
|
2,427
|
|
|
26
|
|
|
1
|
%
|
|
542
|
|
|
22
|
%
|
|||||
Sales volume by nutrient tons (000s)
(2)
|
2,456
|
|
|
2,434
|
|
|
1,990
|
|
|
22
|
|
|
1
|
%
|
|
444
|
|
|
22
|
%
|
|||||
Average selling price per product ton
|
$
|
509
|
|
|
$
|
531
|
|
|
$
|
592
|
|
|
$
|
(22
|
)
|
|
(4
|
)%
|
|
$
|
(61
|
)
|
|
(10
|
)%
|
Average selling price per nutrient ton
(2)
|
$
|
620
|
|
|
$
|
648
|
|
|
$
|
723
|
|
|
$
|
(28
|
)
|
|
(4
|
)%
|
|
$
|
(75
|
)
|
|
(10
|
)%
|
Gross margin per product ton
|
$
|
213
|
|
|
$
|
200
|
|
|
$
|
322
|
|
|
$
|
13
|
|
|
7
|
%
|
|
$
|
(122
|
)
|
|
(38
|
)%
|
Gross margin per nutrient ton
(2)
|
$
|
260
|
|
|
$
|
244
|
|
|
$
|
393
|
|
|
$
|
16
|
|
|
7
|
%
|
|
$
|
(149
|
)
|
|
(38
|
)%
|
Depreciation and amortization
|
$
|
95.4
|
|
|
$
|
69.0
|
|
|
$
|
58.2
|
|
|
$
|
26.4
|
|
|
38
|
%
|
|
$
|
10.8
|
|
|
19
|
%
|
(1)
|
Includes the impact of tons purchased from PLNL at market-based prices and sold to Mosaic, which began in the first quarter of 2014.
|
(2)
|
Ammonia represents 82% nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.
|
|
Twelve months ended December 31,
|
||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 v. 2014
|
|
2014 v. 2013
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
788.0
|
|
|
$
|
914.5
|
|
|
$
|
924.6
|
|
|
$
|
(126.5
|
)
|
|
(14
|
)%
|
|
$
|
(10.1
|
)
|
|
(1
|
)%
|
Cost of sales
|
469.5
|
|
|
516.6
|
|
|
410.1
|
|
|
(47.1
|
)
|
|
(9
|
)%
|
|
106.5
|
|
|
26
|
%
|
|||||
Gross margin
|
$
|
318.5
|
|
|
$
|
397.9
|
|
|
$
|
514.5
|
|
|
$
|
(79.4
|
)
|
|
(20
|
)%
|
|
$
|
(116.6
|
)
|
|
(23
|
)%
|
Gross margin percentage
|
40.4
|
%
|
|
43.5
|
%
|
|
55.6
|
%
|
|
(3.1
|
)%
|
|
|
|
(12.1
|
)%
|
|
|
|||||||
Sales volume by product tons (000s)
|
2,460
|
|
|
2,459
|
|
|
2,506
|
|
|
1
|
|
|
—
|
%
|
|
(47
|
)
|
|
(2
|
)%
|
|||||
Sales volume by nutrient tons (000s)
(1)
|
1,132
|
|
|
1,131
|
|
|
1,153
|
|
|
1
|
|
|
—
|
%
|
|
(22
|
)
|
|
(2
|
)%
|
|||||
Average selling price per product ton
|
$
|
320
|
|
|
$
|
372
|
|
|
$
|
369
|
|
|
$
|
(52
|
)
|
|
(14
|
)%
|
|
$
|
3
|
|
|
1
|
%
|
Average selling price per nutrient ton
(1)
|
$
|
696
|
|
|
$
|
809
|
|
|
$
|
802
|
|
|
$
|
(113
|
)
|
|
(14
|
)%
|
|
$
|
7
|
|
|
1
|
%
|
Gross margin per product ton
|
$
|
129
|
|
|
$
|
162
|
|
|
$
|
205
|
|
|
$
|
(33
|
)
|
|
(20
|
)%
|
|
$
|
(43
|
)
|
|
(21
|
)%
|
Gross margin per nutrient ton
(1)
|
$
|
281
|
|
|
$
|
352
|
|
|
$
|
446
|
|
|
$
|
(71
|
)
|
|
(20
|
)%
|
|
$
|
(94
|
)
|
|
(21
|
)%
|
Depreciation and amortization
|
$
|
50.5
|
|
|
$
|
37.5
|
|
|
$
|
37.4
|
|
|
$
|
13.0
|
|
|
35
|
%
|
|
$
|
0.1
|
|
|
—
|
%
|
(1)
|
Granular urea represents 46% nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.
|
|
Twelve months ended December 31,
|
||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 v. 2014
|
|
2014 v. 2013
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
1,479.7
|
|
|
$
|
1,669.8
|
|
|
$
|
1,935.1
|
|
|
$
|
(190.1
|
)
|
|
(11
|
)%
|
|
$
|
(265.3
|
)
|
|
(14
|
)%
|
Cost of sales
|
954.5
|
|
|
997.4
|
|
|
895.6
|
|
|
(42.9
|
)
|
|
(4
|
)%
|
|
101.8
|
|
|
11
|
%
|
|||||
Gross margin
|
$
|
525.2
|
|
|
$
|
672.4
|
|
|
$
|
1,039.5
|
|
|
$
|
(147.2
|
)
|
|
(22
|
)%
|
|
$
|
(367.1
|
)
|
|
(35
|
)%
|
Gross margin percentage
|
35.5
|
%
|
|
40.3
|
%
|
|
53.7
|
%
|
|
(4.8
|
)%
|
|
|
|
(13.4
|
)%
|
|
|
|||||||
Sales volume by product tons (000s)
|
5,865
|
|
|
6,092
|
|
|
6,383
|
|
|
(227
|
)
|
|
(4
|
)%
|
|
(291
|
)
|
|
(5
|
)%
|
|||||
Sales volume by nutrient tons (000s)
(1)
|
1,854
|
|
|
1,925
|
|
|
2,015
|
|
|
(71
|
)
|
|
(4
|
)%
|
|
(90
|
)
|
|
(4
|
)%
|
|||||
Average selling price per product ton
|
$
|
252
|
|
|
$
|
274
|
|
|
$
|
303
|
|
|
$
|
(22
|
)
|
|
(8
|
)%
|
|
$
|
(29
|
)
|
|
(10
|
)%
|
Average selling price per nutrient ton
(1)
|
$
|
798
|
|
|
$
|
867
|
|
|
$
|
960
|
|
|
$
|
(69
|
)
|
|
(8
|
)%
|
|
$
|
(93
|
)
|
|
(10
|
)%
|
Gross margin per product ton
|
$
|
90
|
|
|
$
|
110
|
|
|
$
|
163
|
|
|
$
|
(20
|
)
|
|
(18
|
)%
|
|
$
|
(53
|
)
|
|
(33
|
)%
|
Gross margin per nutrient ton
(1)
|
$
|
283
|
|
|
$
|
349
|
|
|
$
|
516
|
|
|
$
|
(66
|
)
|
|
(19
|
)%
|
|
$
|
(167
|
)
|
|
(32
|
)%
|
Depreciation and amortization
|
$
|
191.6
|
|
|
$
|
179.3
|
|
|
$
|
172.6
|
|
|
$
|
12.3
|
|
|
7
|
%
|
|
$
|
6.7
|
|
|
4
|
%
|
(1)
|
UAN represents between 28% and 32% of nitrogen content, depending on the concentration specified by the customer. Nutrient tons represent the tons of nitrogen within the product tons.
|
|
Twelve months ended December 31,
|
||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 v. 2014
|
|
2014 v. 2013
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
294.0
|
|
|
$
|
242.7
|
|
|
$
|
215.1
|
|
|
$
|
51.3
|
|
|
21
|
%
|
|
$
|
27.6
|
|
|
13
|
%
|
Cost of sales
|
290.8
|
|
|
189.1
|
|
|
155.9
|
|
|
101.7
|
|
|
54
|
%
|
|
33.2
|
|
|
21
|
%
|
|||||
Gross margin
|
$
|
3.2
|
|
|
$
|
53.6
|
|
|
$
|
59.2
|
|
|
$
|
(50.4
|
)
|
|
(94
|
)%
|
|
$
|
(5.6
|
)
|
|
(9
|
)%
|
Gross margin percentage
|
1.1
|
%
|
|
22.1
|
%
|
|
27.5
|
%
|
|
(21.0
|
)%
|
|
|
|
(5.4
|
)%
|
|
|
|||||||
Sales volume by product tons (000s)
|
1,290
|
|
|
958
|
|
|
859
|
|
|
332
|
|
|
35
|
%
|
|
99
|
|
|
12
|
%
|
|||||
Sales volume by nutrient tons (000s)
(1)
|
437
|
|
|
329
|
|
|
295
|
|
|
108
|
|
|
33
|
%
|
|
34
|
|
|
12
|
%
|
|||||
Average selling price per product ton
|
$
|
228
|
|
|
$
|
253
|
|
|
$
|
250
|
|
|
$
|
(25
|
)
|
|
(10
|
)%
|
|
$
|
3
|
|
|
1
|
%
|
Average selling price per nutrient ton
(1)
|
$
|
673
|
|
|
$
|
738
|
|
|
$
|
729
|
|
|
$
|
(65
|
)
|
|
(9
|
)%
|
|
$
|
9
|
|
|
1
|
%
|
Gross margin per product ton
|
$
|
2
|
|
|
$
|
56
|
|
|
$
|
69
|
|
|
$
|
(54
|
)
|
|
(96
|
)%
|
|
$
|
(13
|
)
|
|
(19
|
)%
|
Gross margin per nutrient ton
(1)
|
$
|
7
|
|
|
$
|
163
|
|
|
$
|
201
|
|
|
$
|
(156
|
)
|
|
(96
|
)%
|
|
$
|
(38
|
)
|
|
(19
|
)%
|
Depreciation and amortization
|
$
|
65.6
|
|
|
$
|
46.5
|
|
|
$
|
41.0
|
|
|
$
|
19.1
|
|
|
41
|
%
|
|
$
|
5.5
|
|
|
13
|
%
|
(1)
|
Nutrient tons represent the tons of nitrogen within the product tons.
|
•
|
Diesel exhaust fluid (DEF) is an aqueous urea solution typically made with 32.5% high-purity urea and 67.5% deionized water.
|
•
|
Urea liquor is a liquid product that we sell in concentrations of 40%, 50% and 70% urea as a chemical intermediate.
|
•
|
Nitric acid is a nitrogen-based product with a nitrogen content of 22.2%.
|
•
|
Compound fertilizer products (NPKs) are solid granular fertilizer products for which the nutrient content is a combination of nitrogen, phosphorus and potassium.
|
|
Twelve months ended December 31,
|
||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 v. 2014
|
|
2014 v. 2013
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
223.5
|
|
|
$
|
171.5
|
|
|
$
|
165.1
|
|
|
$
|
52.0
|
|
|
30
|
%
|
|
$
|
6.4
|
|
|
4
|
%
|
Cost of sales
|
162.7
|
|
|
120.1
|
|
|
114.4
|
|
|
42.6
|
|
|
35
|
%
|
|
5.7
|
|
|
5
|
%
|
|||||
Gross margin
|
$
|
60.8
|
|
|
$
|
51.4
|
|
|
$
|
50.7
|
|
|
$
|
9.4
|
|
|
18
|
%
|
|
$
|
0.7
|
|
|
1
|
%
|
Gross margin percentage
|
27.2
|
%
|
|
30.0
|
%
|
|
30.7
|
%
|
|
(2.8
|
)%
|
|
|
|
(0.7
|
)%
|
|
|
|||||||
Sales volume by product tons (000s)
|
1,108
|
|
|
798
|
|
|
770
|
|
|
310
|
|
|
39
|
%
|
|
28
|
|
|
4
|
%
|
|||||
Sales volume by nutrient tons (000s)
(1)
|
215
|
|
|
155
|
|
|
151
|
|
|
60
|
|
|
39
|
%
|
|
4
|
|
|
3
|
%
|
|||||
Average selling price per product ton
|
$
|
202
|
|
|
$
|
215
|
|
|
$
|
214
|
|
|
$
|
(13
|
)
|
|
(6
|
)%
|
|
$
|
1
|
|
|
—
|
%
|
Average selling price per nutrient ton
(1)
|
$
|
1,040
|
|
|
$
|
1,106
|
|
|
$
|
1,093
|
|
|
$
|
(66
|
)
|
|
(6
|
)%
|
|
$
|
13
|
|
|
1
|
%
|
Gross margin per product ton
|
$
|
55
|
|
|
$
|
64
|
|
|
$
|
66
|
|
|
$
|
(9
|
)
|
|
(14
|
)%
|
|
$
|
(2
|
)
|
|
(3
|
)%
|
Gross margin per nutrient ton
(1)
|
$
|
283
|
|
|
$
|
332
|
|
|
$
|
336
|
|
|
$
|
(49
|
)
|
|
(15
|
)%
|
|
$
|
(4
|
)
|
|
(1
|
)%
|
Depreciation and amortization
|
$
|
35.2
|
|
|
$
|
20.4
|
|
|
$
|
19.2
|
|
|
$
|
14.8
|
|
|
73
|
%
|
|
$
|
1.2
|
|
|
6
|
%
|
(1)
|
Nutrient tons represent the tons of nitrogen within the product tons.
|
|
Twelve months ended December 31,
|
||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 v. 2014
|
|
2014 v. 2013
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
168.4
|
|
|
$
|
796.9
|
|
|
$
|
(168.4
|
)
|
|
(100
|
)%
|
|
$
|
(628.5
|
)
|
|
(79
|
)%
|
Cost of sales
|
—
|
|
|
158.3
|
|
|
722.0
|
|
|
(158.3
|
)
|
|
(100
|
)%
|
|
(563.7
|
)
|
|
(78
|
)%
|
|||||
Gross margin
|
$
|
—
|
|
|
$
|
10.1
|
|
|
$
|
74.9
|
|
|
$
|
(10.1
|
)
|
|
(100
|
)%
|
|
$
|
(64.8
|
)
|
|
(87
|
)%
|
Gross margin percentage
|
—
|
%
|
|
6.0
|
%
|
|
9.4
|
%
|
|
(6.0
|
)%
|
|
|
|
(3.4
|
)%
|
|
|
|||||||
Sales volume by product tons (000s)
(1)
|
—
|
|
|
487
|
|
|
1,857
|
|
|
(487
|
)
|
|
(100
|
)%
|
|
(1,370
|
)
|
|
(74
|
)%
|
|||||
Average selling price per product ton
|
$
|
—
|
|
|
$
|
346
|
|
|
$
|
429
|
|
|
$
|
(346
|
)
|
|
(100
|
)%
|
|
$
|
(83
|
)
|
|
(19
|
)%
|
Gross margin per product ton
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
40
|
|
|
$
|
(21
|
)
|
|
(100
|
)%
|
|
$
|
(19
|
)
|
|
(48
|
)%
|
Depreciation, depletion and amortization
(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
42.3
|
|
|
$
|
—
|
|
|
N/M
|
|
|
$
|
(42.3
|
)
|
|
(100
|
)%
|
(1)
|
Represents DAP and MAP product sales.
|
(2)
|
On March 17, 2014, we sold our phosphate mining and manufacturing business. The assets and liabilities sold were classified as held for sale as of December 31, 2013; therefore, no depreciation, depletion or amortization was recorded in 2014 for the related property, plant and equipment.
|
•
|
On July 31, 2015, we acquired the remaining 50% equity interest in
CF Fertilisers UK
not previously owned by us for total consideration of $570.4 million.
|
•
|
On August 12, 2015, we announced that we agreed to enter into a strategic venture with CHS. The strategic venture commenced on February 1, 2016, at which time CHS purchased a minority equity interest in our subsidiary CFN for
$2.8 billion
in cash.
|
•
|
In September 2015, we issued $1.0 billion in senior notes with
$250 million
due in
2022
,
$500 million
due in
2025
and
$250 million
due in
2027
.
|
•
|
In
2015
, we spent $1.7 billion on capital expenditures related to our capacity expansion projects. In November 2015, the new urea plant at the Donaldsonville, Louisiana complex came on line and is the first plant to be commissioned as part of our capacity expansion projects in North America. The UAN plant at Donaldsonville is expected to be commissioned in the first quarter of 2016. The remaining projects are expected to be on line in mid-2016.
|
•
|
In 2015, we repurchased
8.9 million
shares for
$527.2 million
under the
$1.0 billion
share repurchase program authorized by our Board of Directors in August 2014.
|
|
2014 Program
|
|
2012 Program
|
||||||||||||||||||
|
Shares
|
|
Amounts
|
|
Average Price Per Share
|
|
Shares
|
|
Amounts
|
|
Average Price Per Share
|
||||||||||
|
(in millions, except per share amounts)
|
||||||||||||||||||||
Shares repurchased in 2013
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
36.7
|
|
|
$
|
1,449.3
|
|
|
$
|
39
|
|
Shares repurchased in 2014:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First quarter
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
16.0
|
|
|
$
|
793.9
|
|
|
$
|
50
|
|
Second quarter
|
—
|
|
|
—
|
|
|
—
|
|
|
15.4
|
|
|
756.8
|
|
|
49
|
|
||||
Third quarter
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fourth quarter
|
7.0
|
|
|
372.8
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total shares repurchased in 2014
|
7.0
|
|
|
372.8
|
|
|
53
|
|
|
31.4
|
|
|
1,550.7
|
|
|
49
|
|
||||
Shares repurchased as of December 31, 2014
|
7.0
|
|
|
$
|
372.8
|
|
|
$
|
53
|
|
|
68.1
|
|
|
$
|
3,000.0
|
|
|
$
|
44
|
|
Shares repurchased in 2015:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First quarter
|
4.1
|
|
|
$
|
236.6
|
|
|
$
|
58
|
|
|
|
|
|
|
|
|||||
Second quarter
|
4.5
|
|
|
268.1
|
|
|
60
|
|
|
|
|
|
|
|
|||||||
Third quarter
|
0.3
|
|
|
22.5
|
|
|
63
|
|
|
|
|
|
|
|
|||||||
Fourth quarter
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||||
Total shares repurchased in 2015
|
8.9
|
|
|
527.2
|
|
|
59
|
|
|
|
|
|
|
|
|||||||
Shares repurchased as of December 31, 2015
|
15.9
|
|
|
$
|
900.0
|
|
|
$
|
57
|
|
|
|
|
|
|
|
•
|
I
n 2015, we retired 10.7 million shares of our common stock that had been repurchased. In our consolidated balance sheet, the retirement of these shares eliminated the recorded treasury stock and reduced retained earnings and paid-in-capital by
$535.0 million
and
$62.0 million
, respectively.
|
•
|
In 2014, we retired 38.6 million shares of our common stock that had been repurchased. In our consolidated balance sheet, the retirement of these shares eliminated the recorded treasury stock and reduced retained earnings and paid-in-capital by
$1.68 billion
and
$220.3 million
, respectively.
|
•
|
In 2013, we retired 32.3 million shares of our common stock that had been repurchased. In our consolidated balance sheet, the retirement of these shares eliminated the recorded treasury stock and reduced retained earnings and paid-in-capital by
$1.07 billion
and
$180.1 million
, respectively.
|
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
|
|
(in millions)
|
||||||
Public Senior Notes:
|
|
|
|
|
||||
6.875% due 2018
|
|
$
|
800.0
|
|
|
$
|
800.0
|
|
7.125% due 2020
|
|
800.0
|
|
|
800.0
|
|
||
3.450% due 2023
|
|
749.4
|
|
|
749.4
|
|
||
5.150% due 2034
|
|
746.3
|
|
|
746.2
|
|
||
4.950% due 2043
|
|
748.8
|
|
|
748.8
|
|
||
5.375% due 2044
|
|
748.2
|
|
|
748.1
|
|
||
Private Senior Notes:
|
|
|
|
|
||||
4.490% due 2022
|
|
250.0
|
|
|
—
|
|
||
4.930% due 2025
|
|
500.0
|
|
|
—
|
|
||
5.030% due 2027
|
|
250.0
|
|
|
—
|
|
||
|
|
5,592.7
|
|
|
4,592.5
|
|
||
Less: Current portion
|
|
—
|
|
|
—
|
|
||
Net long-term debt
|
|
$
|
5,592.7
|
|
|
$
|
4,592.5
|
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
After 2020
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Long-term debt
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
800.0
|
|
|
$
|
—
|
|
|
$
|
800.0
|
|
|
$
|
4,000.0
|
|
|
$
|
5,600.0
|
|
Interest payments on long-term debt
(1)
|
312.9
|
|
|
305.4
|
|
|
277.9
|
|
|
250.4
|
|
|
221.1
|
|
|
2,602.5
|
|
|
3,970.2
|
|
|||||||
Other Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating leases
|
82.2
|
|
|
87.9
|
|
|
70.8
|
|
|
58.3
|
|
|
46.3
|
|
|
115.6
|
|
|
461.1
|
|
|||||||
Equipment purchases and plant improvements
|
142.5
|
|
|
23.6
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
167.6
|
|
|||||||
Capacity expansion projects
(2)
|
953.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
953.2
|
|
|||||||
Transportation
(3)
|
62.6
|
|
|
11.1
|
|
|
8.4
|
|
|
7.6
|
|
|
3.3
|
|
|
—
|
|
|
93.0
|
|
|||||||
Purchase obligations
(4)(5)
|
641.6
|
|
|
335.5
|
|
|
109.5
|
|
|
38.1
|
|
|
37.2
|
|
|
148.3
|
|
|
1,310.2
|
|
|||||||
Contributions to pension plans
(6)
|
39.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39.8
|
|
|||||||
Net operating loss settlement
(7)
|
10.8
|
|
|
10.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.4
|
|
|||||||
Total
(8)(9)
|
$
|
2,245.6
|
|
|
$
|
774.1
|
|
|
$
|
1,268.1
|
|
|
$
|
354.4
|
|
|
$
|
1,107.9
|
|
|
$
|
6,866.4
|
|
|
$
|
12,616.5
|
|
(1)
|
Based on debt balances before discounts, offering expenses and interest rates as of
December 31, 2015
.
|
(2)
|
We expect to spend approximately
$1.2 billion
during 2016 related to the Donaldsonville and Port Neal capacity expansion projects expected to be completed in mid-2016. Contractual commitments do not include any amounts related to our foreign currency derivatives. For further information, see our previous discussion under Capacity Expansion Projects and Restricted Cash in the Liquidity and Capital Resources section of this discussion and analysis.
|
(3)
|
Includes anticipated expenditures under certain contracts to transport raw materials and finished product to and from our facilities. The majority of these arrangements allow for reductions in usage based on our actual operating rates. Amounts set forth above are based on projected normal operating rates and contracted or current spot prices, where applicable, as of
December 31, 2015
and actual operating rates and prices may differ.
|
(4)
|
Includes minimum commitments to purchase natural gas based on prevailing market-based forward prices as of
December 31, 2015
. Purchase obligations do not include any amounts related to our natural gas derivatives.
|
(5)
|
Includes a commitment to purchase ammonia from PLNL at market-based prices under an agreement that expires in 2018. The annual commitment based on market prices as of
December 31, 2015
is $87.1 million with a total remaining commitment of $239.6 million.
|
(6)
|
Represents the contributions we expect to make to our pension plans during
2016
. Our pension funding policy is to contribute amounts sufficient to meet minimum legal funding requirements plus discretionary amounts that we may deem to be appropriate.
|
(7)
|
Represents the amounts we expect to pay to our pre-IPO owners in conjunction with the amended NOL Agreement and the 2013 settlement with the IRS. See Note
10—Income Taxes
to our consolidated financial statements included in Item 8 of this report for further discussion of this matter.
|
(8)
|
Excludes $182.6 million of unrecognized tax benefits due to the uncertainty in the timing of potential tax payments.
|
(9)
|
Excludes $10.6 million of environmental remediation liabilities.
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
Net sales
|
$
|
4,308.3
|
|
|
$
|
4,743.2
|
|
|
$
|
5,474.7
|
|
Cost of sales
|
2,761.2
|
|
|
2,964.7
|
|
|
2,954.5
|
|
|||
Gross margin
|
1,547.1
|
|
|
1,778.5
|
|
|
2,520.2
|
|
|||
Selling, general and administrative expenses
|
169.8
|
|
|
151.9
|
|
|
166.0
|
|
|||
Transaction costs
|
56.9
|
|
|
—
|
|
|
—
|
|
|||
Other operating—net
|
92.3
|
|
|
53.3
|
|
|
(15.8
|
)
|
|||
Total other operating costs and expenses
|
319.0
|
|
|
205.2
|
|
|
150.2
|
|
|||
Gain on sale of phosphate business
|
—
|
|
|
750.1
|
|
|
—
|
|
|||
Equity in earnings of operating affiliates
|
(35.0
|
)
|
|
43.1
|
|
|
41.7
|
|
|||
Operating earnings
|
1,193.1
|
|
|
2,366.5
|
|
|
2,411.7
|
|
|||
Interest expense
|
133.2
|
|
|
178.2
|
|
|
152.2
|
|
|||
Interest income
|
(1.6
|
)
|
|
(0.9
|
)
|
|
(4.7
|
)
|
|||
Other non-operating—net
|
3.9
|
|
|
1.9
|
|
|
54.5
|
|
|||
Earnings before income taxes and equity in earnings of non-operating affiliates
|
1,057.6
|
|
|
2,187.3
|
|
|
2,209.7
|
|
|||
Income tax provision
|
395.8
|
|
|
773.0
|
|
|
686.5
|
|
|||
Equity in earnings of non-operating affiliates—net of taxes
|
72.3
|
|
|
22.5
|
|
|
9.6
|
|
|||
Net earnings
|
734.1
|
|
|
1,436.8
|
|
|
1,532.8
|
|
|||
Less: Net earnings attributable to noncontrolling interest
|
34.2
|
|
|
46.5
|
|
|
68.2
|
|
|||
Net earnings attributable to common stockholders
|
$
|
699.9
|
|
|
$
|
1,390.3
|
|
|
$
|
1,464.6
|
|
Net earnings per share attributable to common stockholders
(1)
:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
2.97
|
|
|
$
|
5.43
|
|
|
$
|
4.97
|
|
Diluted
|
$
|
2.96
|
|
|
$
|
5.42
|
|
|
$
|
4.95
|
|
Weighted-average common shares outstanding
(1)
:
|
|
|
|
|
|
|
|
|
|||
Basic
|
235.3
|
|
|
255.9
|
|
|
294.4
|
|
|||
Diluted
|
236.1
|
|
|
256.7
|
|
|
296.0
|
|
(1)
|
Share and per share amounts have been retroactively restated for all prior periods presented to reflect the
five
-for-one split of the Company’s common stock effected in the form of a stock dividend that was distributed on June 17, 2015.
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Net earnings
|
$
|
734.1
|
|
|
$
|
1,436.8
|
|
|
$
|
1,532.8
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment—net of taxes
|
(157.3
|
)
|
|
(72.4
|
)
|
|
(30.2
|
)
|
|||
Unrealized (loss) gain on hedging derivatives—net of taxes
|
—
|
|
|
(1.8
|
)
|
|
1.9
|
|
|||
Unrealized gain on securities—net of taxes
|
0.2
|
|
|
0.2
|
|
|
1.0
|
|
|||
Defined benefit plans—net of taxes
|
67.1
|
|
|
(43.2
|
)
|
|
33.6
|
|
|||
|
(90.0
|
)
|
|
(117.2
|
)
|
|
6.3
|
|
|||
Comprehensive income
|
644.1
|
|
|
1,319.6
|
|
|
1,539.1
|
|
|||
Less: Comprehensive income attributable to noncontrolling interest
|
34.2
|
|
|
46.5
|
|
|
67.5
|
|
|||
Comprehensive income attributable to common stockholders
|
$
|
609.9
|
|
|
$
|
1,273.1
|
|
|
$
|
1,471.6
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions, except share and
per share amounts)
|
||||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
286.0
|
|
|
$
|
1,996.6
|
|
Restricted cash
|
22.8
|
|
|
86.1
|
|
||
Accounts receivable—net
|
267.2
|
|
|
191.5
|
|
||
Inventories
|
321.2
|
|
|
202.9
|
|
||
Prepaid income taxes
|
184.6
|
|
|
34.8
|
|
||
Other current assets
|
45.3
|
|
|
18.6
|
|
||
Total current assets
|
1,127.1
|
|
|
2,530.5
|
|
||
Property, plant and equipment—net
|
8,539.0
|
|
|
5,525.8
|
|
||
Investments in and advances to affiliates
|
297.8
|
|
|
861.5
|
|
||
Goodwill
|
2,390.1
|
|
|
2,092.8
|
|
||
Other assets
|
384.9
|
|
|
243.6
|
|
||
Total assets
|
$
|
12,738.9
|
|
|
$
|
11,254.2
|
|
Liabilities and Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued expenses
|
$
|
917.7
|
|
|
$
|
589.9
|
|
Income taxes payable
|
5.5
|
|
|
16.0
|
|
||
Customer advances
|
161.5
|
|
|
325.4
|
|
||
Other current liabilities
|
130.5
|
|
|
48.4
|
|
||
Total current liabilities
|
1,215.2
|
|
|
979.7
|
|
||
Long-term debt
|
5,592.7
|
|
|
4,592.5
|
|
||
Deferred income taxes
|
916.2
|
|
|
734.6
|
|
||
Other liabilities
|
627.6
|
|
|
374.9
|
|
||
Equity:
|
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
|
|
||
Preferred stock—$0.01 par value, 50,000,000 shares authorized
|
—
|
|
|
—
|
|
||
Common stock—$0.01 par value, 500,000,000 shares authorized, 2015—235,493,395 shares issued and 2014—245,904,140 shares issued
(1)
|
2.4
|
|
|
2.5
|
|
||
Paid-in capital
(1)
|
1,377.4
|
|
|
1,413.9
|
|
||
Retained earnings
|
3,057.9
|
|
|
3,175.3
|
|
||
Treasury stock—at cost, 2015—2,411,839 shares and 2014—4,231,090 shares
(1)
|
(152.7
|
)
|
|
(222.2
|
)
|
||
Accumulated other comprehensive loss
|
(249.8
|
)
|
|
(159.8
|
)
|
||
Total stockholders' equity
|
4,035.2
|
|
|
4,209.7
|
|
||
Noncontrolling interest
|
352.0
|
|
|
362.8
|
|
||
Total equity
|
4,387.2
|
|
|
4,572.5
|
|
||
Total liabilities and equity
|
$
|
12,738.9
|
|
|
$
|
11,254.2
|
|
(1)
|
December 31, 2014 amounts have been retroactively restated to reflect the
five
-for-one split of the Company’s common stock effected in the form of a stock dividend that was distributed on June 17, 2015.
|
|
Common Stockholders
|
|
|
|
|
||||||||||||||||||||||||||
|
$0.01 Par
Value Common Stock (1) |
|
Treasury
Stock (1) |
|
Paid-In
Capital (1) |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Total
Stockholders' Equity |
|
Noncontrolling
Interest |
|
Total
Equity |
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Balance as of December 31, 2012
|
$
|
3.1
|
|
|
$
|
(2.3
|
)
|
|
$
|
2,489.9
|
|
|
$
|
3,461.1
|
|
|
$
|
(49.6
|
)
|
|
$
|
5,902.2
|
|
|
$
|
380.0
|
|
|
$
|
6,282.2
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
1,464.6
|
|
|
—
|
|
|
1,464.6
|
|
|
68.2
|
|
|
1,532.8
|
|
||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29.5
|
)
|
|
(29.5
|
)
|
|
(0.7
|
)
|
|
(30.2
|
)
|
||||||||
Unrealized net gain on hedging derivatives—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
||||||||
Unrealized net gain on securities—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
||||||||
Defined benefit plans—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33.6
|
|
|
33.6
|
|
|
—
|
|
|
33.6
|
|
||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,471.6
|
|
|
67.5
|
|
|
1,539.1
|
|
||||||||
Acquisitions of noncontrolling interests in Canadian Fertilizers Limited (CFL)
|
—
|
|
|
—
|
|
|
(752.5
|
)
|
|
—
|
|
|
—
|
|
|
(752.5
|
)
|
|
(16.8
|
)
|
|
(769.3
|
)
|
||||||||
Purchases of treasury stock
|
—
|
|
|
(1,449.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,449.3
|
)
|
|
—
|
|
|
(1,449.3
|
)
|
||||||||
Retirement of treasury stock
|
(0.3
|
)
|
|
1,247.8
|
|
|
(180.1
|
)
|
|
(1,067.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Acquisition of treasury stock under employee stock plans
|
—
|
|
|
(3.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
|
—
|
|
|
(3.2
|
)
|
||||||||
Issuance of $0.01 par value common stock under employee stock plans
|
—
|
|
|
5.2
|
|
|
8.7
|
|
|
(3.6
|
)
|
|
—
|
|
|
10.3
|
|
|
—
|
|
|
10.3
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
12.6
|
|
|
—
|
|
|
—
|
|
|
12.6
|
|
|
—
|
|
|
12.6
|
|
||||||||
Excess tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
13.5
|
|
|
—
|
|
|
—
|
|
|
13.5
|
|
|
—
|
|
|
13.5
|
|
||||||||
Cash dividends ($0.44 per share)
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(129.1
|
)
|
|
—
|
|
|
(129.1
|
)
|
|
—
|
|
|
(129.1
|
)
|
||||||||
Distributions declared to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(68.5
|
)
|
|
(68.5
|
)
|
||||||||
Effect of exchange rates changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||||||
Balance as of December 31, 2013
|
$
|
2.8
|
|
|
$
|
(201.8
|
)
|
|
$
|
1,592.1
|
|
|
$
|
3,725.6
|
|
|
$
|
(42.6
|
)
|
|
$
|
5,076.1
|
|
|
$
|
362.3
|
|
|
$
|
5,438.4
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
1,390.3
|
|
|
—
|
|
|
1,390.3
|
|
|
46.5
|
|
|
1,436.8
|
|
||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72.4
|
)
|
|
(72.4
|
)
|
|
—
|
|
|
(72.4
|
)
|
||||||||
Unrealized net loss on hedging derivatives—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
(1.8
|
)
|
|
—
|
|
|
(1.8
|
)
|
||||||||
Unrealized net gain on securities—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||||
Defined benefit plans—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43.2
|
)
|
|
(43.2
|
)
|
|
—
|
|
|
(43.2
|
)
|
||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,273.1
|
|
|
46.5
|
|
|
1,319.6
|
|
||||||||
Purchases of treasury stock
|
—
|
|
|
(1,923.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,923.7
|
)
|
|
—
|
|
|
(1,923.7
|
)
|
||||||||
Retirement of treasury stock
|
(0.3
|
)
|
|
1,905.5
|
|
|
(220.3
|
)
|
|
(1,684.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Acquisition of treasury stock under employee stock plans
|
—
|
|
|
(3.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|
—
|
|
|
(3.1
|
)
|
||||||||
Issuance of $0.01 par value common stock under employee stock plans
|
—
|
|
|
0.9
|
|
|
16.7
|
|
|
—
|
|
|
—
|
|
|
17.6
|
|
|
—
|
|
|
17.6
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
16.7
|
|
|
—
|
|
|
—
|
|
|
16.7
|
|
|
—
|
|
|
16.7
|
|
||||||||
Excess tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
8.7
|
|
|
—
|
|
|
—
|
|
|
8.7
|
|
|
—
|
|
|
8.7
|
|
||||||||
Cash dividends ($1.00 per share)
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(255.7
|
)
|
|
—
|
|
|
(255.7
|
)
|
|
—
|
|
|
(255.7
|
)
|
||||||||
Distributions declared to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46.0
|
)
|
|
(46.0
|
)
|
||||||||
Balance as of December 31, 2014
|
$
|
2.5
|
|
|
$
|
(222.2
|
)
|
|
$
|
1,413.9
|
|
|
$
|
3,175.3
|
|
|
$
|
(159.8
|
)
|
|
$
|
4,209.7
|
|
|
$
|
362.8
|
|
|
$
|
4,572.5
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
699.9
|
|
|
—
|
|
|
699.9
|
|
|
34.2
|
|
|
734.1
|
|
||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(157.3
|
)
|
|
(157.3
|
)
|
|
—
|
|
|
(157.3
|
)
|
||||||||
Unrealized net gain on securities—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||||
Defined benefit plans—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67.1
|
|
|
67.1
|
|
|
—
|
|
|
67.1
|
|
||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
609.9
|
|
|
34.2
|
|
|
644.1
|
|
||||||||
Purchases of treasury stock
|
—
|
|
|
(527.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(527.2
|
)
|
|
—
|
|
|
(527.2
|
)
|
||||||||
Retirement of treasury stock
|
(0.1
|
)
|
|
597.1
|
|
|
(62.0
|
)
|
|
(535.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Acquisition of treasury stock under employee stock plans
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
(1.3
|
)
|
||||||||
Issuance of $0.01 par value common stock under employee stock plans
|
—
|
|
|
0.9
|
|
|
7.5
|
|
|
—
|
|
|
—
|
|
|
8.4
|
|
|
—
|
|
|
8.4
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
16.5
|
|
|
—
|
|
|
—
|
|
|
16.5
|
|
|
—
|
|
|
16.5
|
|
||||||||
Excess tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
||||||||
Cash dividends ($1.20 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(282.3
|
)
|
|
—
|
|
|
(282.3
|
)
|
|
—
|
|
|
(282.3
|
)
|
||||||||
Distributions declared to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45.0
|
)
|
|
(45.0
|
)
|
||||||||
Balance as of December 31, 2015
|
$
|
2.4
|
|
|
$
|
(152.7
|
)
|
|
$
|
1,377.4
|
|
|
$
|
3,057.9
|
|
|
$
|
(249.8
|
)
|
|
$
|
4,035.2
|
|
|
$
|
352.0
|
|
|
$
|
4,387.2
|
|
(1)
|
Amounts have been retroactively restated for all prior periods presented to reflect the
five
-for-one split of the Company’s common stock effected in the form of a stock dividend that was distributed on June 17, 2015.
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Net earnings
|
$
|
734.1
|
|
|
$
|
1,436.8
|
|
|
$
|
1,532.8
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation, depletion and amortization
|
479.6
|
|
|
392.5
|
|
|
410.6
|
|
|||
Deferred income taxes
|
77.9
|
|
|
18.5
|
|
|
(34.3
|
)
|
|||
Stock-based compensation expense
|
16.8
|
|
|
16.6
|
|
|
12.6
|
|
|||
Excess tax benefit from stock-based compensation
|
(1.5
|
)
|
|
(8.7
|
)
|
|
(13.5
|
)
|
|||
Unrealized loss on derivatives
|
162.8
|
|
|
119.2
|
|
|
(59.3
|
)
|
|||
Gain on remeasurement of CF Fertilisers UK investment
|
(94.4
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment of equity method investment in PLNL
|
61.9
|
|
|
—
|
|
|
—
|
|
|||
Loss on sale of equity method investments
|
42.8
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of phosphate business
|
—
|
|
|
(750.1
|
)
|
|
—
|
|
|||
Loss on disposal of property, plant and equipment
|
21.4
|
|
|
3.7
|
|
|
5.6
|
|
|||
Undistributed earnings of affiliates—net of taxes
|
(3.3
|
)
|
|
(11.5
|
)
|
|
(11.3
|
)
|
|||
Changes in:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable—net
|
(4.8
|
)
|
|
36.1
|
|
|
0.4
|
|
|||
Inventories
|
(71.0
|
)
|
|
63.8
|
|
|
(80.3
|
)
|
|||
Accrued and prepaid income taxes
|
(147.8
|
)
|
|
(56.8
|
)
|
|
(153.4
|
)
|
|||
Accounts payable and accrued expenses
|
41.7
|
|
|
(53.2
|
)
|
|
49.5
|
|
|||
Customer advances
|
(163.9
|
)
|
|
204.8
|
|
|
(260.1
|
)
|
|||
Other—net
|
51.4
|
|
|
(3.1
|
)
|
|
67.5
|
|
|||
Net cash provided by operating activities
|
1,203.7
|
|
|
1,408.6
|
|
|
1,466.8
|
|
|||
Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Additions to property, plant and equipment
|
(2,469.3
|
)
|
|
(1,808.5
|
)
|
|
(823.8
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
12.4
|
|
|
11.0
|
|
|
12.6
|
|
|||
Proceeds from sale of equity method investment
|
12.8
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of phosphate business
|
—
|
|
|
1,372.0
|
|
|
—
|
|
|||
Purchase of CF Fertilisers UK, net of cash acquired
|
(551.6
|
)
|
|
—
|
|
|
—
|
|
|||
Sales and maturities of short-term and auction rate securities
|
—
|
|
|
5.0
|
|
|
13.5
|
|
|||
Canadian terminal acquisition
|
—
|
|
|
—
|
|
|
(72.5
|
)
|
|||
Deposits to restricted cash funds
|
—
|
|
|
(505.0
|
)
|
|
(154.0
|
)
|
|||
Withdrawals from restricted cash funds
|
63.3
|
|
|
573.0
|
|
|
—
|
|
|||
Deposits to asset retirement obligation funds
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|||
Other—net
|
(43.5
|
)
|
|
9.0
|
|
|
7.8
|
|
|||
Net cash used in investing activities
|
(2,975.9
|
)
|
|
(343.5
|
)
|
|
(1,019.3
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from long-term borrowings
|
1,000.0
|
|
|
1,494.2
|
|
|
1,498.0
|
|
|||
Proceeds from short-term borrowings
|
367.0
|
|
|
—
|
|
|
—
|
|
|||
Payments of short-term borrowings
|
(367.0
|
)
|
|
—
|
|
|
—
|
|
|||
Financing fees
|
(46.4
|
)
|
|
(16.0
|
)
|
|
(14.5
|
)
|
|||
Purchases of treasury stock
|
(556.3
|
)
|
|
(1,934.9
|
)
|
|
(1,409.1
|
)
|
|||
Acquisitions of noncontrolling interests in CFL
|
—
|
|
|
—
|
|
|
(918.7
|
)
|
|||
Dividends paid on common stock
|
(282.3
|
)
|
|
(255.7
|
)
|
|
(129.1
|
)
|
|||
Distributions to noncontrolling interest
|
(45.0
|
)
|
|
(46.0
|
)
|
|
(73.7
|
)
|
|||
Issuances of common stock under employee stock plans
|
8.4
|
|
|
17.6
|
|
|
10.3
|
|
|||
Excess tax benefit from stock-based compensation
|
1.5
|
|
|
8.7
|
|
|
13.5
|
|
|||
Other—net
|
—
|
|
|
(43.0
|
)
|
|
43.0
|
|
|||
Net cash provided by (used in) financing activities
|
79.9
|
|
|
(775.1
|
)
|
|
(980.3
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(18.3
|
)
|
|
(4.2
|
)
|
|
(31.3
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
(1,710.6
|
)
|
|
285.8
|
|
|
(564.1
|
)
|
|||
Cash and cash equivalents at beginning of period
|
1,996.6
|
|
|
1,710.8
|
|
|
2,274.9
|
|
|||
Cash and cash equivalents at end of period
|
$
|
286.0
|
|
|
$
|
1,996.6
|
|
|
$
|
1,710.8
|
|
•
|
six
North American nitrogen fertilizer manufacturing facilities located in: Donaldsonville, Louisiana (the largest nitrogen fertilizer complex in North America); Medicine Hat, Alberta (the largest nitrogen fertilizer complex in Canada); Port Neal, Iowa; Courtright, Ontario; Yazoo City, Mississippi; and Woodward, Oklahoma;
|
•
|
two
United Kingdom nitrogen manufacturing complexes located in Ince and Billingham that produce AN, ammonia and NPKs;
|
•
|
a
75.3%
interest in Terra Nitrogen Company, L.P. (TNCLP), a publicly-traded limited partnership of which we are the sole general partner and the majority limited partner and which, through its subsidiary Terra Nitrogen, Limited Partnership (TNLP), operates a nitrogen fertilizer manufacturing facility in Verdigris, Oklahoma;
|
•
|
an extensive system of terminals and associated transportation equipment located primarily in the midwestern United States; and
|
•
|
a
50%
interest in Point Lisas Nitrogen Limited (PLNL), an ammonia production joint venture located in the Republic of Trinidad and Tobago that we account for under the equity method.
|
|
Years
|
Mobile and office equipment
|
3 to 10
|
Production facilities and related assets
|
2 to 30
|
Land improvements
|
10 to 30
|
Buildings
|
10 to 40
|
|
|
Original Valuation
|
|
Net Adjustments
to Fair Value
(1)
|
|
Adjusted Valuation
|
||||||
(In millions)
|
|
|
|
|
|
|||||||
Fair value of consideration transferred
|
$
|
570.4
|
|
|
$
|
—
|
|
|
$
|
570.4
|
|
|
Fair value of 50% of equity interest already held by the Company
|
570.4
|
|
|
—
|
|
|
570.4
|
|
||||
Total fair value
|
$
|
1,140.8
|
|
|
$
|
—
|
|
|
$
|
1,140.8
|
|
|
Assets acquired and liabilities assumed
|
|
|
|
|
|
|||||||
|
Current assets
|
$
|
165.1
|
|
|
$
|
1.5
|
|
|
$
|
166.6
|
|
|
Property, plant and equipment
|
898.1
|
|
|
(0.1
|
)
|
|
898.0
|
|
|||
|
Goodwill
|
328.4
|
|
|
(8.3
|
)
|
|
320.1
|
|
|||
|
Other assets
|
140.0
|
|
|
(1.2
|
)
|
|
138.8
|
|
|||
|
Total assets acquired
|
1,531.6
|
|
|
(8.1
|
)
|
|
1,523.5
|
|
|||
|
|
|
|
|
|
|
||||||
|
Current liabilities
|
73.6
|
|
|
0.5
|
|
|
74.1
|
|
|||
|
Deferred tax liabilities—noncurrent
|
128.8
|
|
|
(8.6
|
)
|
|
120.2
|
|
|||
|
Other liabilities
|
188.4
|
|
|
—
|
|
|
188.4
|
|
|||
|
Total liabilities assumed
|
390.8
|
|
|
(8.1
|
)
|
|
382.7
|
|
|||
Total net assets acquired
|
$
|
1,140.8
|
|
|
$
|
—
|
|
|
$
|
1,140.8
|
|
|
Year ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Net sales
|
$
|
4,676.9
|
|
|
$
|
5,407.8
|
|
Net earnings attributable to common stockholders
|
626.2
|
|
|
1,519.2
|
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
Net earnings attributable to common stockholders
|
$
|
699.9
|
|
|
$
|
1,390.3
|
|
|
$
|
1,464.6
|
|
Basic earnings per common share
(1)
:
|
|
|
|
|
|
|
|
|
|||
Weighted-average common shares outstanding
|
235.3
|
|
|
255.9
|
|
|
294.4
|
|
|||
Net earnings attributable to common stockholders
|
$
|
2.97
|
|
|
$
|
5.43
|
|
|
$
|
4.97
|
|
Diluted earnings per common share
(1)
:
|
|
|
|
|
|
|
|
|
|||
Weighted-average common shares outstanding
|
235.3
|
|
|
255.9
|
|
|
294.4
|
|
|||
Dilutive common shares—stock options
|
0.8
|
|
|
0.8
|
|
|
1.6
|
|
|||
Diluted weighted-average shares outstanding
|
236.1
|
|
|
256.7
|
|
|
296.0
|
|
|||
Net earnings attributable to common stockholders
|
$
|
2.96
|
|
|
$
|
5.42
|
|
|
$
|
4.95
|
|
(1)
|
Share and per share amounts have been retroactively restated for all prior periods presented to reflect the
five
-for-one split of the Company’s common stock effected in the form of a stock dividend that was distributed on June 17, 2015.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Land
|
$
|
68.1
|
|
|
$
|
48.4
|
|
Machinery and equipment
|
7,347.6
|
|
|
5,268.7
|
|
||
Buildings and improvements
|
270.9
|
|
|
160.7
|
|
||
Construction in progress
(1)
|
3,626.6
|
|
|
2,559.0
|
|
||
|
11,313.2
|
|
|
8,036.8
|
|
||
Less: Accumulated depreciation and amortization
|
2,774.2
|
|
|
2,511.0
|
|
||
|
$
|
8,539.0
|
|
|
$
|
5,525.8
|
|
(1)
|
As of
December 31,
2015
and
2014
, we had construction in progress that was accrued but unpaid of
$543.3 million
and
$279.0 million
, respectively. These amounts included accruals related to our capacity expansion projects of
$471.1 million
and
$244.3 million
as of
December 31,
2015
and
2014
, respectively.
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Net capitalized turnaround costs at beginning of the year
|
$
|
153.2
|
|
|
$
|
119.8
|
|
|
$
|
82.1
|
|
Additions
|
134.9
|
|
|
88.3
|
|
|
78.6
|
|
|||
Depreciation
|
(65.4
|
)
|
|
(53.9
|
)
|
|
(40.8
|
)
|
|||
Effect of exchange rate changes
|
(2.6
|
)
|
|
(1.0
|
)
|
|
(0.1
|
)
|
|||
Net capitalized turnaround costs at end of the year
|
$
|
220.1
|
|
|
$
|
153.2
|
|
|
$
|
119.8
|
|
|
Ammonia
|
|
Granular Urea
|
|
UAN
|
|
AN
|
|
Other
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Balance as of December 31, 2014
|
$
|
578.7
|
|
|
$
|
829.6
|
|
|
$
|
577.0
|
|
|
$
|
68.9
|
|
|
$
|
38.6
|
|
|
$
|
2,092.8
|
|
Acquisition of CF Fertilisers UK
(1)
|
10.5
|
|
|
—
|
|
|
—
|
|
|
271.0
|
|
|
38.6
|
|
|
320.1
|
|
||||||
Effect of exchange rate changes
|
(1.9
|
)
|
|
(1.8
|
)
|
|
(1.3
|
)
|
|
(15.6
|
)
|
|
(2.2
|
)
|
|
(22.8
|
)
|
||||||
Balance as of December 31, 2015
|
$
|
587.3
|
|
|
$
|
827.8
|
|
|
$
|
575.7
|
|
|
$
|
324.3
|
|
|
$
|
75.0
|
|
|
$
|
2,390.1
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
139.5
|
|
|
$
|
(17.9
|
)
|
|
$
|
121.6
|
|
|
$
|
50.0
|
|
|
$
|
(13.2
|
)
|
|
$
|
36.8
|
|
TerraCair brand
|
10.0
|
|
|
(10.0
|
)
|
|
—
|
|
|
10.0
|
|
|
(5.0
|
)
|
|
5.0
|
|
||||||
Trade names
|
34.8
|
|
|
(0.7
|
)
|
|
34.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total intangible assets
|
$
|
184.3
|
|
|
$
|
(28.6
|
)
|
|
$
|
155.7
|
|
|
$
|
60.0
|
|
|
$
|
(18.2
|
)
|
|
$
|
41.8
|
|
|
Estimated
Amortization Expense |
||
|
(in millions)
|
||
2016
|
$
|
9.0
|
|
2017
|
9.0
|
|
|
2018
|
9.0
|
|
|
2019
|
9.0
|
|
|
2020
|
9.0
|
|
•
|
In the second quarter of 2015, we sold our
50%
ownership interest in an ammonia storage joint venture in Houston, Texas. See
Operating Equity Method Investments,
below.
|
•
|
On July 31, 2015, we acquired the remaining
50%
equity interest in
CF Fertilisers UK
not previously owned by us.
CF Fertilisers UK
is now wholly owned by us. See Note
4—Acquisitions and Divestitures
, and see
Non-Operating Equity Method Investments
, below.
|
•
|
In the second quarter of 2015, we sold our
50%
ownership interest in KEYTRADE AG (Keytrade). See
Non-Operating Equity Method Investments,
below.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Operating equity method investments
|
$
|
297.8
|
|
|
$
|
377.6
|
|
Non-operating equity method investments
|
—
|
|
|
483.9
|
|
||
Investments in and advances to affiliates
|
$
|
297.8
|
|
|
$
|
861.5
|
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Equity in earnings of operating affiliates:
|
|
|
|
|
|
|
|
|
|||
PLNL
(1)
|
$
|
(36.2
|
)
|
|
$
|
37.6
|
|
|
$
|
34.6
|
|
Ammonia storage joint venture
|
1.2
|
|
|
5.5
|
|
|
7.1
|
|
|||
Total equity in earnings of operating affiliates
|
$
|
(35.0
|
)
|
|
$
|
43.1
|
|
|
$
|
41.7
|
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Equity in earnings of non-operating affiliates—net of taxes:
|
|
|
|
|
|
|
|
|
|||
CF Fertilisers UK
(1)
|
$
|
107.2
|
|
|
$
|
19.7
|
|
|
$
|
10.8
|
|
Keytrade
(2)
|
(34.9
|
)
|
|
2.8
|
|
|
(1.2
|
)
|
|||
Total equity in earnings of non-operating affiliates—net of taxes
|
$
|
72.3
|
|
|
$
|
22.5
|
|
|
$
|
9.6
|
|
|
December 31, 2015
|
||||||||||||||
|
Cost Basis
|
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair Value
|
||||||||
|
(in millions)
|
||||||||||||||
Cash
|
$
|
70.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
70.7
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
U.S. and Canadian government obligations
|
190.3
|
|
|
—
|
|
|
—
|
|
|
190.3
|
|
||||
Other debt securities
|
25.0
|
|
|
—
|
|
|
—
|
|
|
25.0
|
|
||||
Total cash and cash equivalents
|
$
|
286.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
286.0
|
|
Restricted cash
|
22.8
|
|
|
—
|
|
|
—
|
|
|
22.8
|
|
||||
Nonqualified employee benefit trusts
|
17.7
|
|
|
1.7
|
|
|
—
|
|
|
19.4
|
|
|
December 31, 2014
|
||||||||||||||
|
Cost Basis
|
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair Value
|
||||||||
|
(in millions)
|
||||||||||||||
Cash
|
$
|
71.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
71.3
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
U.S. and Canadian government obligations
|
1,916.3
|
|
|
—
|
|
|
—
|
|
|
1,916.3
|
|
||||
Other debt securities
|
9.0
|
|
|
—
|
|
|
—
|
|
|
9.0
|
|
||||
Total cash and cash equivalents
|
$
|
1,996.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,996.6
|
|
Restricted cash
|
86.1
|
|
|
—
|
|
|
—
|
|
|
86.1
|
|
||||
Nonqualified employee benefit trusts
|
17.4
|
|
|
2.0
|
|
|
—
|
|
|
19.4
|
|
|
December 31, 2015
|
||||||||||||||
|
Total Fair Value
|
|
Quoted Prices
in Active Markets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
|
(in millions)
|
||||||||||||||
Cash equivalents
|
$
|
215.3
|
|
|
$
|
215.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
22.8
|
|
|
22.8
|
|
|
—
|
|
|
—
|
|
||||
Derivative assets
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
||||
Nonqualified employee benefit trusts
|
19.4
|
|
|
19.4
|
|
|
—
|
|
|
—
|
|
||||
Derivative liabilities
|
(211.3
|
)
|
|
—
|
|
|
(211.3
|
)
|
|
—
|
|
|
December 31, 2014
|
||||||||||||||
|
Total Fair Value
|
|
Quoted Prices
in Active Markets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
|
(in millions)
|
||||||||||||||
Cash equivalents
|
$
|
1,925.3
|
|
|
$
|
1,925.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
86.1
|
|
|
86.1
|
|
|
—
|
|
|
—
|
|
||||
Derivative assets
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
||||
Nonqualified employee benefit trusts
|
19.4
|
|
|
19.4
|
|
|
—
|
|
|
—
|
|
||||
Derivative liabilities
|
(48.4
|
)
|
|
—
|
|
|
(48.4
|
)
|
|
—
|
|
|
December 31,
|
||||||||||||||
|
2015
|
|
2014
|
||||||||||||
|
Carrying
Amount |
|
Fair Value
|
|
Carrying
Amount |
|
Fair Value
|
||||||||
|
(in millions)
|
||||||||||||||
Long-term debt
|
$
|
5,592.7
|
|
|
$
|
5,455.8
|
|
|
$
|
4,592.5
|
|
|
$
|
4,969.3
|
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Current
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
258.1
|
|
|
$
|
645.2
|
|
|
$
|
641.5
|
|
Foreign
|
20.1
|
|
|
29.8
|
|
|
8.6
|
|
|||
State
|
38.5
|
|
|
79.5
|
|
|
70.7
|
|
|||
|
316.7
|
|
|
754.5
|
|
|
720.8
|
|
|||
Deferred
|
|
|
|
|
|
|
|
|
|||
Federal
|
76.4
|
|
|
11.7
|
|
|
(6.5
|
)
|
|||
Foreign
|
(13.3
|
)
|
|
(8.0
|
)
|
|
(6.7
|
)
|
|||
State
|
16.0
|
|
|
14.8
|
|
|
(21.1
|
)
|
|||
|
79.1
|
|
|
18.5
|
|
|
(34.3
|
)
|
|||
Income tax provision
|
$
|
395.8
|
|
|
$
|
773.0
|
|
|
$
|
686.5
|
|
|
Year ended December 31,
|
|||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
(in millions, except percentages)
|
|||||||||||||||||||
Earnings before income taxes and equity in earnings of non-operating affiliates
|
$
|
1,057.6
|
|
|
|
|
|
$
|
2,187.3
|
|
|
|
|
|
$
|
2,209.7
|
|
|
|
|
Expected tax at U.S. statutory rate
|
370.2
|
|
|
35.0
|
%
|
|
765.6
|
|
|
35.0
|
%
|
|
773.4
|
|
|
35.0
|
%
|
|||
State income taxes, net of federal
|
32.2
|
|
|
3.0
|
%
|
|
61.7
|
|
|
2.8
|
%
|
|
32.0
|
|
|
1.4
|
%
|
|||
Net earnings attributable to noncontrolling interest
|
(12.0
|
)
|
|
(1.1
|
)%
|
|
(16.3
|
)
|
|
(0.8
|
)%
|
|
(23.9
|
)
|
|
(1.1
|
)%
|
|||
U.S. manufacturing profits deduction
|
(16.8
|
)
|
|
(1.6
|
)%
|
|
(28.4
|
)
|
|
(1.3
|
)%
|
|
(47.0
|
)
|
|
(2.1
|
)%
|
|||
Foreign tax rate differential
|
(17.5
|
)
|
|
(1.7
|
)%
|
|
(40.3
|
)
|
|
(1.8
|
)%
|
|
(46.9
|
)
|
|
(2.1
|
)%
|
|||
U.S. tax on foreign earnings
|
(0.5
|
)
|
|
—
|
%
|
|
9.1
|
|
|
0.4
|
%
|
|
35.4
|
|
|
1.6
|
%
|
|||
Depletion
|
—
|
|
|
—
|
%
|
|
(0.5
|
)
|
|
—
|
%
|
|
(24.2
|
)
|
|
(1.1
|
)%
|
|||
Valuation allowance
|
16.1
|
|
|
1.5
|
%
|
|
17.7
|
|
|
0.8
|
%
|
|
26.8
|
|
|
1.2
|
%
|
|||
Non-deductible capital costs
|
17.7
|
|
|
1.7
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Federal tax settlement
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(50.1
|
)
|
|
(2.2
|
)%
|
|||
Other
|
6.4
|
|
|
0.6
|
%
|
|
4.4
|
|
|
0.2
|
%
|
|
11.0
|
|
|
0.5
|
%
|
|||
Income tax at effective rate
|
$
|
395.8
|
|
|
37.4
|
%
|
|
$
|
773.0
|
|
|
35.3
|
%
|
|
$
|
686.5
|
|
|
31.1
|
%
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||
Net operating loss carryforwards, principally in foreign jurisdictions
|
$
|
100.2
|
|
|
$
|
102.6
|
|
Retirement and other employee benefits
|
95.1
|
|
|
87.5
|
|
||
Unrealized loss on hedging derivatives
|
67.8
|
|
|
5.3
|
|
||
Intangible asset
|
60.2
|
|
|
84.8
|
|
||
Federal tax settlement
|
14.1
|
|
|
27.8
|
|
||
Other
|
111.2
|
|
|
102.4
|
|
||
|
448.6
|
|
|
410.4
|
|
||
Valuation allowance
|
(109.2
|
)
|
|
(115.7
|
)
|
||
|
339.4
|
|
|
294.7
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Depreciation and amortization
|
(1,209.1
|
)
|
|
(979.7
|
)
|
||
Foreign earnings
|
(27.9
|
)
|
|
(34.0
|
)
|
||
Unrealized gain on hedging derivatives
|
(2.8
|
)
|
|
—
|
|
||
Other
|
(15.8
|
)
|
|
(15.6
|
)
|
||
|
(1,255.6
|
)
|
|
(1,029.3
|
)
|
||
Net deferred tax liability
|
$
|
(916.2
|
)
|
|
$
|
(734.6
|
)
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Unrecognized tax benefits:
|
|
|
|
|
|
||
Beginning balance
|
$
|
135.8
|
|
|
$
|
103.7
|
|
Additions for tax positions taken during the current year
|
2.4
|
|
|
22.3
|
|
||
Additions for tax positions taken during prior years
|
17.4
|
|
|
18.3
|
|
||
Reductions related to lapsed statutes of limitations
|
(0.8
|
)
|
|
(8.5
|
)
|
||
Ending balance
|
$
|
154.8
|
|
|
$
|
135.8
|
|
|
Pension Plans
|
|
Retiree Medical Plans
|
||||||||||||||||
|
North America
|
|
United Kingdom
|
|
North America
|
||||||||||||||
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2015
|
|
2014
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fair value of plan assets as of January 1
|
$
|
664.8
|
|
|
$
|
700.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquisition of CF Fertilisers UK plans
|
—
|
|
|
—
|
|
|
442.5
|
|
|
—
|
|
|
—
|
|
|||||
Return on plan assets
|
2.7
|
|
|
83.4
|
|
|
(3.8
|
)
|
|
—
|
|
|
—
|
|
|||||
Employer contributions
|
19.0
|
|
|
20.4
|
|
|
8.7
|
|
|
4.3
|
|
|
4.9
|
|
|||||
Plan participant contributions
|
0.3
|
|
|
0.4
|
|
|
—
|
|
|
1.0
|
|
|
0.4
|
|
|||||
Benefit payments
|
(38.5
|
)
|
|
(128.7
|
)
|
|
(8.4
|
)
|
|
(5.3
|
)
|
|
(5.3
|
)
|
|||||
Foreign currency translation
|
(21.7
|
)
|
|
(11.4
|
)
|
|
(25.0
|
)
|
|
—
|
|
|
—
|
|
|||||
Fair value of plan assets as of December 31
|
626.6
|
|
|
664.8
|
|
|
414.0
|
|
|
—
|
|
|
—
|
|
|||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Benefit obligation as of January 1
|
(787.8
|
)
|
|
(768.6
|
)
|
|
—
|
|
|
(62.4
|
)
|
|
(66.3
|
)
|
|||||
Acquisition of CF Fertilisers UK plans
|
—
|
|
|
—
|
|
|
(617.7
|
)
|
|
—
|
|
|
—
|
|
|||||
Curtailment gain (loss)
|
—
|
|
|
14.5
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|||||
Special termination benefits
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Service cost
|
(14.4
|
)
|
|
(13.3
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|||||
Interest cost
|
(30.1
|
)
|
|
(34.7
|
)
|
|
(9.2
|
)
|
|
(2.1
|
)
|
|
(2.4
|
)
|
|||||
Benefit payments
|
38.5
|
|
|
128.7
|
|
|
8.4
|
|
|
5.3
|
|
|
5.3
|
|
|||||
Foreign currency translation
|
21.3
|
|
|
11.6
|
|
|
34.2
|
|
|
0.6
|
|
|
0.3
|
|
|||||
Plan amendment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.0
|
|
|||||
Plan participant contributions
|
(0.3
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
(0.4
|
)
|
|||||
Change in assumptions and other
|
37.0
|
|
|
(125.3
|
)
|
|
21.6
|
|
|
4.2
|
|
|
(3.8
|
)
|
|||||
Benefit obligation as of December 31
|
(735.8
|
)
|
|
(787.8
|
)
|
|
(562.7
|
)
|
|
(55.6
|
)
|
|
(62.4
|
)
|
|||||
Funded status as of year end
|
$
|
(109.2
|
)
|
|
$
|
(123.0
|
)
|
|
$
|
(148.7
|
)
|
|
$
|
(55.6
|
)
|
|
$
|
(62.4
|
)
|
•
|
a curtailment gain for our U.S. pension plan, which resulted in a reduction of
$14.5 million
in our pension benefit obligation (PBO) and a corresponding increase in other comprehensive income;
|
•
|
a decrease of
$7.0 million
in our U.S. retiree medical benefit obligation due to a plan amendment, with a corresponding increase in other comprehensive income (included in "prior service cost" in the table below); and
|
•
|
a
$2.0 million
curtailment loss related to terminated vested participants in our U.S. retiree medical plan.
|
|
Pension Plans
|
|
Retiree Medical Plans
|
|||||||||||||||||
|
North America
|
|
United Kingdom
|
|
North America
|
|||||||||||||||
|
December 31,
|
|
December 31,
|
|
December 31,
|
|||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2015
|
|
2014
|
|||||||||||
|
(in millions)
|
|||||||||||||||||||
Other assets
|
$
|
9.4
|
|
|
$
|
3.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Accrued expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
(5.2
|
)
|
||||||
Other liabilities
|
(118.6
|
)
|
|
(126.8
|
)
|
|
(148.7
|
)
|
|
(50.6
|
)
|
|
(57.2
|
)
|
||||||
|
$
|
(109.2
|
)
|
|
$
|
(123.0
|
)
|
|
$
|
(148.7
|
)
|
|
$
|
(55.6
|
)
|
|
$
|
(62.4
|
)
|
|
Pension Plans
|
|
Retiree Medical Plans
|
||||||||||||||||
|
North America
|
|
United Kingdom
|
|
North America
|
||||||||||||||
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2015
|
|
2014
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Prior service cost (benefit)
|
$
|
0.8
|
|
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
(4.7
|
)
|
|
$
|
(5.9
|
)
|
Net actuarial loss (gain)
|
87.9
|
|
|
107.9
|
|
|
(7.8
|
)
|
|
8.3
|
|
|
12.9
|
|
|||||
|
$
|
88.7
|
|
|
$
|
109.1
|
|
|
$
|
(7.8
|
)
|
|
$
|
3.6
|
|
|
$
|
7.0
|
|
|
Pension Plans
|
|
Retiree Medical Plans
|
||||||||||||||||||||||||
|
North America
|
|
United Kingdom
|
|
North America
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Service cost
|
$
|
14.4
|
|
|
$
|
13.3
|
|
|
$
|
17.8
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
Interest cost
|
30.1
|
|
|
34.7
|
|
|
32.8
|
|
|
9.2
|
|
|
2.1
|
|
|
2.4
|
|
|
2.4
|
|
|||||||
Expected return on plan assets
|
(28.6
|
)
|
|
(35.9
|
)
|
|
(32.6
|
)
|
|
(9.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Settlement charge
|
—
|
|
|
9.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Special termination benefits
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Curtailment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|||||||
Amortization of prior service cost (benefit)
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
(1.2
|
)
|
|
(0.9
|
)
|
|
0.1
|
|
|||||||
Amortization of actuarial loss
|
5.7
|
|
|
1.7
|
|
|
10.5
|
|
|
—
|
|
|
0.5
|
|
|
0.3
|
|
|
0.6
|
|
|||||||
Net periodic benefit cost (income)
|
21.7
|
|
|
24.0
|
|
|
28.7
|
|
|
(0.3
|
)
|
|
1.6
|
|
|
3.9
|
|
|
3.4
|
|
|||||||
Net actuarial (gain) loss
|
(11.2
|
)
|
|
77.9
|
|
|
(45.4
|
)
|
|
(8.2
|
)
|
|
(4.2
|
)
|
|
3.8
|
|
|
(0.9
|
)
|
|||||||
Prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.0
|
)
|
|
—
|
|
|||||||
Curtailment effects
|
—
|
|
|
(14.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Settlement effects
|
—
|
|
|
(9.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Amortization of prior service (cost) benefit
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
1.2
|
|
|
0.9
|
|
|
(0.1
|
)
|
|||||||
Amortization of actuarial loss
|
(5.7
|
)
|
|
(1.7
|
)
|
|
(10.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
(0.3
|
)
|
|
(0.6
|
)
|
|||||||
Total recognized in accumulated other comprehensive loss
|
(17.0
|
)
|
|
51.8
|
|
|
(56.1
|
)
|
|
(8.2
|
)
|
|
(3.5
|
)
|
|
(2.6
|
)
|
|
(1.6
|
)
|
|||||||
Total recognized in net periodic benefit cost (income) and accumulated other comprehensive loss
|
$
|
4.7
|
|
|
$
|
75.8
|
|
|
$
|
(27.4
|
)
|
|
$
|
(8.5
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
1.3
|
|
|
$
|
1.8
|
|
|
Pension Plans
|
|
Retiree Medical Plans
|
||||||||
|
North America
|
|
United Kingdom
|
|
North America
|
||||||
|
(in millions)
|
||||||||||
Prior service cost (benefit)
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
(1.2
|
)
|
Net actuarial loss
|
0.9
|
|
|
—
|
|
|
—
|
|
|
North America
|
|
United Kingdom
|
||||||||
|
2015
|
|
2014
|
|
2015
|
||||||
|
(in millions)
|
||||||||||
Accumulated benefit obligation
|
$
|
(585.9
|
)
|
|
$
|
(610.3
|
)
|
|
$
|
(562.7
|
)
|
Fair value of plan assets
|
505.7
|
|
|
536.0
|
|
|
414.0
|
|
|
North America
|
|
United Kingdom
|
||||||||
|
2015
|
|
2014
|
|
2015
|
||||||
|
(in millions)
|
||||||||||
Projected benefit obligation
|
$
|
(679.1
|
)
|
|
$
|
(719.2
|
)
|
|
$
|
(562.7
|
)
|
Fair value of plan assets
|
560.6
|
|
|
592.4
|
|
|
414.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
Retiree Medical Plans
|
||||||||
|
North America
|
|
United Kingdom
|
|
North America
|
||||||
|
(in millions)
|
||||||||||
2016
|
$
|
39.7
|
|
|
$
|
20.3
|
|
|
$
|
5.0
|
|
2017
|
41.6
|
|
|
21.2
|
|
|
5.0
|
|
|||
2018
|
43.1
|
|
|
22.0
|
|
|
4.9
|
|
|||
2019
|
44.3
|
|
|
22.8
|
|
|
4.8
|
|
|||
2020
|
45.3
|
|
|
24.3
|
|
|
4.7
|
|
|||
2021-2025
|
241.1
|
|
|
131.2
|
|
|
17.2
|
|
|
Pension Plans
|
|
Retiree Medical Plans
|
|||||||||||||||||
|
North America
|
|
United Kingdom
|
|
North America
|
|||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2015
|
|
2014
|
|
2013
|
|||||||
Weighted-average discount rate—obligation
|
4.3
|
%
|
|
4.0
|
%
|
|
4.8
|
%
|
|
3.8
|
%
|
|
3.9
|
%
|
|
3.6
|
%
|
|
4.2
|
%
|
Weighted-average discount rate—expense
|
4.0
|
%
|
|
4.8
|
%
|
|
4.0
|
%
|
|
3.7
|
%
|
|
3.6
|
%
|
|
4.2
|
%
|
|
3.3
|
%
|
Weighted-average rate of increase in future compensation
|
4.3
|
%
|
|
4.3
|
%
|
|
3.9
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Weighted-average expected long-term rate of return on assets—expense
|
4.8
|
%
|
|
5.5
|
%
|
|
5.1
|
%
|
|
5.4
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Weighted-average retail price index—obligation
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
3.1
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Weighted-average retail price index—expense
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
3.1
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
One-Percentage-Point
|
||||||
|
Increase
|
|
Decrease
|
||||
|
(in millions)
|
||||||
Effect on total service and interest cost for 2015
|
$
|
0.3
|
|
|
$
|
(0.2
|
)
|
Effect on benefit obligation as of December 31, 2015
|
6.0
|
|
|
(5.0
|
)
|
|
December 31, 2015
|
||||||||||||||
|
North America
|
||||||||||||||
|
Total Fair
Value
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in millions)
|
||||||||||||||
Cash and cash equivalents
(1)
|
$
|
32.3
|
|
|
$
|
32.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity mutual funds
|
|
|
|
|
|
|
|
|
|
|
|
||||
Index equity
(2)
|
102.9
|
|
|
102.9
|
|
|
—
|
|
|
—
|
|
||||
Fixed income
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury bonds and notes
(3)
|
10.7
|
|
|
10.7
|
|
|
—
|
|
|
—
|
|
||||
Corporate bonds and notes
(4)
|
337.8
|
|
|
—
|
|
|
337.8
|
|
|
—
|
|
||||
Government and agency securities
(5)
|
21.7
|
|
|
—
|
|
|
21.7
|
|
|
—
|
|
||||
Other
(6)
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|
—
|
|
||||
Total assets at fair value by fair value levels
|
$
|
507.2
|
|
|
$
|
145.9
|
|
|
$
|
361.3
|
|
|
$
|
—
|
|
Assets measured at net asset value (NAV)
|
|
|
|
|
|
|
|
||||||||
Equity pooled mutual funds
(7)
|
38.8
|
|
|
|
|
|
|
|
|||||||
Fixed income pooled mutual funds
(8)
|
82.0
|
|
|
|
|
|
|
|
|||||||
Total assets measured at NAV as a practical expedient
(13)
|
120.8
|
|
|
|
|
|
|
|
|||||||
Total assets at fair value
|
628.0
|
|
|
|
|
|
|
|
|||||||
Accruals and payables—net
|
(1.4
|
)
|
|
|
|
|
|
|
|||||||
Total assets
|
$
|
626.6
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
||||||||||||||
|
United Kingdom
|
||||||||||||||
|
Total Fair
Value
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in millions)
|
||||||||||||||
Cash
|
$
|
3.0
|
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets at fair value by fair value levels
|
$
|
3.0
|
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Assets measured at NAV
|
|
|
|
|
|
|
|
||||||||
Pooled target return funds
(9)
|
216.3
|
|
|
|
|
|
|
|
|||||||
Fixed income
|
|
|
|
|
|
|
|
||||||||
Pooled UK government index-linked securities
(10)
|
26.0
|
|
|
|
|
|
|
|
|||||||
Pooled global fixed income funds
(11)
|
126.8
|
|
|
|
|
|
|
|
|||||||
Pooled property funds
(12)
|
41.9
|
|
|
|
|
|
|
|
|||||||
Total assets measured at NAV as a practical expedient
(13)
|
411.0
|
|
|
|
|
|
|
|
|||||||
Total assets at fair value
|
414.0
|
|
|
|
|
|
|
|
|||||||
Accruals and payables—net
|
—
|
|
|
|
|
|
|
|
|||||||
Total assets
|
$
|
414.0
|
|
|
|
|
|
|
|
|
December 31, 2014
|
||||||||||||||
|
North America
|
||||||||||||||
|
Total Fair
Value
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in millions)
|
||||||||||||||
Cash and cash equivalents
(1)
|
$
|
26.0
|
|
|
$
|
26.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity mutual funds
|
|
|
|
|
|
|
|
|
|
|
|
||||
Index equity
(2)
|
102.8
|
|
|
102.8
|
|
|
—
|
|
|
—
|
|
||||
Fixed income
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury bonds and notes
(3)
|
4.9
|
|
|
4.9
|
|
|
—
|
|
|
—
|
|
||||
Corporate bonds and notes
(4)
|
375.9
|
|
|
—
|
|
|
375.9
|
|
|
—
|
|
||||
Government and agency securities
(5)
|
26.0
|
|
|
—
|
|
|
26.0
|
|
|
—
|
|
||||
Other
(6)
|
2.1
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
||||
Total assets at fair value by fair value levels
|
$
|
537.7
|
|
|
$
|
133.7
|
|
|
$
|
404.0
|
|
|
$
|
—
|
|
Assets measured at NAV
|
|
|
|
|
|
|
|
||||||||
Equity pooled mutual funds
(7)
|
44.0
|
|
|
|
|
|
|
|
|||||||
Fixed income pooled mutual funds
(8)
|
86.9
|
|
|
|
|
|
|
|
|||||||
Total assets measured at NAV as a practical expedient
(13)
|
130.9
|
|
|
|
|
|
|
|
|||||||
Total assets at fair value
|
668.6
|
|
|
|
|
|
|
|
|||||||
Accruals and payables—net
|
(3.8
|
)
|
|
|
|
|
|
|
|
|
|
||||
Total assets
|
$
|
664.8
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Cash and cash equivalents are primarily short-term money market funds and short-term federal home loan discount notes.
|
(2)
|
The index equity funds are mutual funds that utilize a passively managed investment approach designed to track specific equity indices. They are valued at quoted market prices in an active market, which represent the net asset values of the shares held by the plan.
|
(3)
|
U.S. Treasury bonds and notes are valued based on quoted market prices in an active market and are classified as Level 1 investments.
|
(4)
|
Corporate bonds and notes, including private placement securities, are valued by institutional bond pricing services, which gather information from market sources and integrate credit information, observed market movements and sector news into their pricing applications and models.
|
(5)
|
Government and agency securities consist of municipal bonds that are valued by institutional bond pricing services, which gather information on current trading activity, market movements, trends, and specific data on specialty issues.
|
(6)
|
Other includes primarily mortgage-backed and asset-backed securities, which are valued through pricing models of reputable third party sources based on market data.
|
(7)
|
The equity pooled mutual funds consist of pooled funds that invest in common stock and other equity securities that are traded on U.S., Canadian, and foreign markets.
|
(8)
|
The fixed income pooled mutual funds invest in investment-grade corporate debt, various governmental debt obligations, and mortgage-backed securities with varying maturities.
|
(9)
|
Pooled target return funds invest in a broad array of asset classes and a range of diversifiers including the use of derivatives.
|
(10)
|
Pooled United Kingdom government index-linked funds invest primarily in United Kingdom government index-linked gilt securities.
|
(11)
|
Pooled global fixed income funds invest primarily in government bonds, investment grade corporate bonds, high yield and emerging market bonds and can make use of derivatives.
|
(12)
|
Pooled property funds invest primarily in freehold and leasehold property in the United Kingdom.
|
(13)
|
These funds are valued using NAV as a practical expedient. NAV is determined by the fund managers based on the value of the underlying net assets of the fund.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Public Senior Notes:
|
|
|
|
|
|
||
6.875% due 2018
|
$
|
800.0
|
|
|
$
|
800.0
|
|
7.125% due 2020
|
800.0
|
|
|
800.0
|
|
||
3.450% due 2023
|
749.4
|
|
|
749.4
|
|
||
5.150% due 2034
|
746.3
|
|
|
746.2
|
|
||
4.950% due 2043
|
748.8
|
|
|
748.8
|
|
||
5.375% due 2044
|
748.2
|
|
|
748.1
|
|
||
Private Senior Notes:
|
|
|
|
||||
4.490% due 2022
|
250.0
|
|
|
—
|
|
||
4.930% due 2025
|
500.0
|
|
|
—
|
|
||
5.030% due 2027
|
250.0
|
|
|
—
|
|
||
|
5,592.7
|
|
|
4,592.5
|
|
||
Less: Current portion
|
—
|
|
|
—
|
|
||
Net long-term debt
|
$
|
5,592.7
|
|
|
$
|
4,592.5
|
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Interest on borrowings
(1)
|
$
|
267.4
|
|
|
$
|
238.3
|
|
|
$
|
150.6
|
|
Fees on financing agreements
(1)(2)
|
16.8
|
|
|
10.6
|
|
|
15.4
|
|
|||
Interest on tax liabilities
|
3.5
|
|
|
3.5
|
|
|
12.9
|
|
|||
Interest capitalized
|
(154.5
|
)
|
|
(74.2
|
)
|
|
(26.7
|
)
|
|||
Interest expense
|
$
|
133.2
|
|
|
$
|
178.2
|
|
|
$
|
152.2
|
|
(1)
|
See Note
12—Financing Agreements
for additional information.
|
(2)
|
Fees on financing agreements for the year ended December 31, 2015 includes
$5.9 million
of accelerated amortization of deferred fees related to the termination in September 2015 of the tranche A commitment under the Bridge Credit Agreement.
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Loss on disposal of property, plant and equipment—net
|
$
|
21.4
|
|
|
$
|
3.7
|
|
|
$
|
5.6
|
|
Expansion project costs
|
51.3
|
|
|
30.7
|
|
|
10.8
|
|
|||
Loss (gain) on foreign currency derivatives
|
21.6
|
|
|
38.4
|
|
|
(20.8
|
)
|
|||
Gain on foreign currency transactions
|
(7.5
|
)
|
|
(14.9
|
)
|
|
(13.5
|
)
|
|||
Closed facilities costs
|
—
|
|
|
0.8
|
|
|
4.0
|
|
|||
Other
|
5.5
|
|
|
(5.4
|
)
|
|
(1.9
|
)
|
|||
Other operating loss (income)—net
|
$
|
92.3
|
|
|
$
|
53.3
|
|
|
$
|
(15.8
|
)
|
|
Year ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||||
|
TNCLP
|
|
TNCLP
|
|
CFL
|
|
TNCLP
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Noncontrolling interest:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Beginning balance
|
$
|
362.8
|
|
|
$
|
362.3
|
|
|
$
|
17.4
|
|
|
$
|
362.6
|
|
|
$
|
380.0
|
|
Earnings attributable to noncontrolling interest
|
34.2
|
|
|
46.5
|
|
|
2.3
|
|
|
65.9
|
|
|
68.2
|
|
|||||
Declaration of distributions payable
|
(45.0
|
)
|
|
(46.0
|
)
|
|
(2.3
|
)
|
|
(66.2
|
)
|
|
(68.5
|
)
|
|||||
Acquisitions of noncontrolling interests in CFL
|
—
|
|
|
—
|
|
|
(16.8
|
)
|
|
—
|
|
|
(16.8
|
)
|
|||||
Effect of exchange rate changes
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
|||||
Ending balance
|
$
|
352.0
|
|
|
$
|
362.8
|
|
|
$
|
—
|
|
|
$
|
362.3
|
|
|
$
|
362.3
|
|
Distributions payable to noncontrolling interest:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Beginning balance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.3
|
|
|
$
|
—
|
|
|
$
|
5.3
|
|
Declaration of distributions payable
|
45.0
|
|
|
46.0
|
|
|
2.3
|
|
|
66.2
|
|
|
68.5
|
|
|||||
Distributions to noncontrolling interest
|
(45.0
|
)
|
|
(46.0
|
)
|
|
(7.5
|
)
|
|
(66.2
|
)
|
|
(73.7
|
)
|
|||||
Effect of exchange rate changes
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Ending balance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Gain (loss) recognized in income
|
||||||||||||
|
|
|
Year ended December 31,
|
||||||||||
|
Location
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
(in millions)
|
||||||||||
Foreign exchange contracts
|
Other operating—net
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1.8
|
)
|
(1)
|
For foreign exchange contracts designated as cash flow hedges, the amount reported as loss recognized in income in 2013 represents the amount excluded from hedge effectiveness.
|
|
Unrealized gain (loss) recognized in income
|
||||||||||||
|
|
|
Year ended December 31,
|
||||||||||
Derivatives not
designated as hedges
|
Location
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
(in millions)
|
||||||||||
Natural gas derivatives
|
Cost of sales
|
|
$
|
(176.3
|
)
|
|
$
|
(79.5
|
)
|
|
$
|
52.9
|
|
Foreign exchange contracts
|
Other operating—net
|
|
22.4
|
|
|
(43.6
|
)
|
|
14.8
|
|
|||
Unrealized (losses) gains recognized in income
|
|
|
$
|
(153.9
|
)
|
|
$
|
(123.1
|
)
|
|
$
|
67.7
|
|
|
Gain (loss) in income
|
||||||||||
|
Year ended December 31,
|
||||||||||
All Derivatives
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Unrealized (losses) gains
|
|
|
|
|
|
|
|
|
|||
Derivatives not designated as hedges
|
$
|
(153.9
|
)
|
|
$
|
(123.1
|
)
|
|
$
|
67.7
|
|
Cash flow hedge ineffectiveness
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|||
Total unrealized (losses) gains
|
(153.9
|
)
|
|
(123.1
|
)
|
|
65.9
|
|
|||
Realized (losses) gains
|
(114.2
|
)
|
|
64.2
|
|
|
1.8
|
|
|||
Net derivative (losses) gains
|
$
|
(268.1
|
)
|
|
$
|
(58.9
|
)
|
|
$
|
67.7
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
Balance Sheet
Location
|
|
December 31,
|
|
Balance Sheet
Location
|
|
December 31,
|
||||||||||||
|
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
||||||||||
|
|
|
(in millions)
|
|
|
|
(in millions)
|
||||||||||||
Foreign exchange contracts
|
Other current assets
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
(0.6
|
)
|
|
$
|
(22.4
|
)
|
Foreign exchange contracts
|
Other assets
|
|
—
|
|
|
—
|
|
|
Other liabilities
|
|
—
|
|
|
—
|
|
||||
Natural gas derivatives
|
Other current assets
|
|
0.1
|
|
|
0.5
|
|
|
Other current liabilities
|
|
(129.9
|
)
|
|
(26.0
|
)
|
||||
Natural gas derivatives
|
Other assets
|
|
—
|
|
|
—
|
|
|
Other liabilities
|
|
(80.8
|
)
|
|
—
|
|
||||
Total derivatives
|
|
|
$
|
0.6
|
|
|
$
|
0.5
|
|
|
|
|
$
|
(211.3
|
)
|
|
$
|
(48.4
|
)
|
Current / Noncurrent totals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Other current assets
|
|
$
|
0.6
|
|
|
$
|
0.5
|
|
|
Other current liabilities
|
|
$
|
(130.5
|
)
|
|
$
|
(48.4
|
)
|
|
Other assets
|
|
—
|
|
|
—
|
|
|
Other liabilities
|
|
(80.8
|
)
|
|
—
|
|
||||
Total derivatives
|
|
|
$
|
0.6
|
|
|
$
|
0.5
|
|
|
|
|
$
|
(211.3
|
)
|
|
$
|
(48.4
|
)
|
•
|
Settlement netting generally allows us and our counterparties to net, into a single net payable or receivable, ordinary settlement obligations arising between us 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 our 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 us and our counterparties 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.
|
|
Amounts
presented in
consolidated
balance
sheets
(1)
|
|
Gross amounts not offset in consolidated balance sheets
|
|
|
||||||||||
|
|
Financial
instruments
|
|
Cash
collateral
received
(pledged)
|
|
Net
amount
|
|||||||||
|
(in millions)
|
||||||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative assets
|
$
|
0.6
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total derivative liabilities
|
211.3
|
|
|
0.6
|
|
|
—
|
|
|
210.7
|
|
||||
Net derivative liabilities
|
$
|
(210.7
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(210.7
|
)
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative assets
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total derivative liabilities
|
48.4
|
|
|
0.5
|
|
|
—
|
|
|
47.9
|
|
||||
Net derivative liabilities
|
$
|
(47.9
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(47.9
|
)
|
(1)
|
We report the fair values of our derivative assets and liabilities on a gross basis on our consolidated balance sheets. As a result, the gross amounts recognized and net amounts presented are the same.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Trade
|
$
|
210.2
|
|
|
$
|
185.7
|
|
Other
|
57.0
|
|
|
5.8
|
|
||
|
$
|
267.2
|
|
|
$
|
191.5
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Finished goods
|
$
|
286.1
|
|
|
$
|
179.5
|
|
Raw materials, spare parts and supplies
|
35.1
|
|
|
23.4
|
|
||
|
$
|
321.2
|
|
|
$
|
202.9
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Accounts payable
|
$
|
96.6
|
|
|
$
|
65.8
|
|
Capacity expansion project costs
|
416.3
|
|
|
195.3
|
|
||
Accrued natural gas costs
|
70.0
|
|
|
96.9
|
|
||
Payroll and employee-related costs
|
48.8
|
|
|
47.3
|
|
||
Accrued interest
|
60.0
|
|
|
46.9
|
|
||
Accrued share repurchase
|
—
|
|
|
29.1
|
|
||
Other
|
226.0
|
|
|
108.6
|
|
||
|
$
|
917.7
|
|
|
$
|
589.9
|
|
|
|
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Benefit plans and deferred compensation
|
$
|
343.4
|
|
|
$
|
209.8
|
|
Tax-related liabilities
|
117.9
|
|
|
95.8
|
|
||
Unrealized losses on derivatives
|
80.8
|
|
|
—
|
|
||
Capacity expansion project costs
|
54.8
|
|
|
49.0
|
|
||
Environmental and related costs
|
6.6
|
|
|
3.6
|
|
||
Other
|
24.1
|
|
|
16.7
|
|
||
|
$
|
627.6
|
|
|
$
|
374.9
|
|
|
2014 Program
|
|
2012 Program
|
||||||||||
|
Shares
|
|
Amounts
|
|
Shares
|
|
Amounts
|
||||||
|
(in millions)
|
||||||||||||
Shares repurchased in 2013
|
—
|
|
|
$
|
—
|
|
|
36.7
|
|
|
$
|
1,449.3
|
|
Shares repurchased in 2014:
|
|
|
|
|
|
|
|
||||||
First quarter
|
—
|
|
|
$
|
—
|
|
|
16.0
|
|
|
$
|
793.9
|
|
Second quarter
|
—
|
|
|
—
|
|
|
15.4
|
|
|
756.8
|
|
||
Third quarter
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Fourth quarter
|
7.0
|
|
|
372.8
|
|
|
—
|
|
|
—
|
|
||
Total shares repurchased in 2014
|
7.0
|
|
|
372.8
|
|
|
31.4
|
|
|
1,550.7
|
|
||
Shares repurchased as of December 31, 2014
|
7.0
|
|
|
$
|
372.8
|
|
|
68.1
|
|
|
$
|
3,000.0
|
|
Shares repurchased in 2015:
|
|
|
|
|
|
|
|
||||||
First quarter
|
4.1
|
|
|
$
|
236.6
|
|
|
|
|
|
|||
Second quarter
|
4.5
|
|
|
268.1
|
|
|
|
|
|
||||
Third quarter
|
0.3
|
|
|
22.5
|
|
|
|
|
|
||||
Fourth quarter
|
—
|
|
|
—
|
|
|
|
|
|
||||
Total shares repurchased in 2015
|
8.9
|
|
|
527.2
|
|
|
|
|
|
||||
Shares repurchased as of December 31, 2015
|
15.9
|
|
|
$
|
900.0
|
|
|
|
|
|
|
Year ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Beginning balance
|
241,673,050
|
|
|
279,240,970
|
|
|
314,753,440
|
|
Exercise of stock options
|
274,705
|
|
|
942,560
|
|
|
1,131,515
|
|
Issuance of restricted stock
(1)
|
40,673
|
|
|
20,875
|
|
|
150,370
|
|
Forfeitures of restricted stock
|
—
|
|
|
(65,680
|
)
|
|
(7,850
|
)
|
Purchase of treasury shares
(2)
|
(8,906,872
|
)
|
|
(38,465,675
|
)
|
|
(36,786,505
|
)
|
Ending balance
|
233,081,556
|
|
|
241,673,050
|
|
|
279,240,970
|
|
(1)
|
Includes shares issued from treasury.
|
(2)
|
Includes shares withheld to pay employee tax obligations upon the vesting of restricted stock.
|
|
Foreign
Currency
Translation
Adjustment
|
|
Unrealized
Gain (Loss)
on
Securities
|
|
Unrealized
Gain (Loss)
on
Derivatives
|
|
Defined
Benefit
Plans
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balance as of December 31, 2012
|
$
|
61.4
|
|
|
$
|
(0.4
|
)
|
|
$
|
4.6
|
|
|
$
|
(115.2
|
)
|
|
$
|
(49.6
|
)
|
Unrealized gain
|
—
|
|
|
2.1
|
|
|
3.0
|
|
|
—
|
|
|
5.1
|
|
|||||
Reclassification to earnings
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
12.2
|
|
|
11.6
|
|
|||||
Gain arising during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
46.2
|
|
|
46.2
|
|
|||||
Effect of exchange rate changes and deferred taxes
|
(29.5
|
)
|
|
(0.5
|
)
|
|
(1.1
|
)
|
|
(24.8
|
)
|
|
(55.9
|
)
|
|||||
Balance as of December 31, 2013
|
31.9
|
|
|
0.6
|
|
|
6.5
|
|
|
(81.6
|
)
|
|
(42.6
|
)
|
|||||
Unrealized gain
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||
Reclassification to earnings
|
—
|
|
|
(0.4
|
)
|
|
(2.8
|
)
|
|
33.1
|
|
|
29.9
|
|
|||||
Loss arising during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
(106.2
|
)
|
|
(106.2
|
)
|
|||||
Effect of exchange rate changes and deferred taxes
|
(72.4
|
)
|
|
(0.1
|
)
|
|
1.0
|
|
|
29.9
|
|
|
(41.6
|
)
|
|||||
Balance as of December 31, 2014
|
(40.5
|
)
|
|
0.8
|
|
|
4.7
|
|
|
(124.8
|
)
|
|
(159.8
|
)
|
|||||
Unrealized loss
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||||
Reclassification to earnings
|
—
|
|
|
0.9
|
|
|
—
|
|
|
5.9
|
|
|
6.8
|
|
|||||
Impact of CF Fertilisers UK acquisition
|
9.0
|
|
|
—
|
|
|
—
|
|
|
38.2
|
|
|
47.2
|
|
|||||
Gain arising during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
23.7
|
|
|
23.7
|
|
|||||
Effect of exchange rate changes and deferred taxes
|
(166.3
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
(167.5
|
)
|
|||||
Balance as of December 31, 2015
|
$
|
(197.8
|
)
|
|
$
|
1.0
|
|
|
$
|
4.7
|
|
|
$
|
(57.7
|
)
|
|
$
|
(249.8
|
)
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Foreign Currency Translation Adjustment
|
|
|
|
|
|
||||||
CF Fertilisers UK equity method investment remeasurement
(1)
|
$
|
9.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total before tax
|
9.0
|
|
|
—
|
|
|
—
|
|
|||
Tax effect
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net of tax
|
$
|
9.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unrealized Gain (Loss) on Securities
|
|
|
|
|
|
|
|||||
Available-for-sale securities
(2)
|
$
|
0.9
|
|
|
$
|
(0.4
|
)
|
|
$
|
(0.6
|
)
|
Total before tax
|
0.9
|
|
|
(0.4
|
)
|
|
(0.6
|
)
|
|||
Tax effect
|
(0.5
|
)
|
|
0.1
|
|
|
0.2
|
|
|||
Net of tax
|
$
|
0.4
|
|
|
$
|
(0.3
|
)
|
|
$
|
(0.4
|
)
|
Unrealized Gain (Loss) on Derivatives
|
|
|
|
|
|
||||||
Reclassification of de-designated hedges
(3)
|
$
|
—
|
|
|
$
|
(2.8
|
)
|
|
$
|
—
|
|
Total before tax
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|||
Tax effect
|
—
|
|
|
1.0
|
|
|
—
|
|
|||
Net of tax
|
$
|
—
|
|
|
$
|
(1.8
|
)
|
|
$
|
—
|
|
Defined Benefit Plans
|
|
|
|
|
|
|
|
|
|||
CF Fertilisers UK equity method investment remeasurement
(1)
|
$
|
38.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Amortization of prior service cost
(4)
|
(1.0
|
)
|
|
(0.4
|
)
|
|
0.3
|
|
|||
Amortization of net loss
(4)
|
6.9
|
|
|
33.5
|
|
|
11.9
|
|
|||
Total before tax
|
44.1
|
|
|
33.1
|
|
|
12.2
|
|
|||
Tax effect
|
(2.1
|
)
|
|
(12.1
|
)
|
|
(4.3
|
)
|
|||
Net of tax
|
$
|
42.0
|
|
|
$
|
21.0
|
|
|
$
|
7.9
|
|
Total reclassifications for the period
|
$
|
51.4
|
|
|
$
|
18.9
|
|
|
$
|
7.5
|
|
(1)
|
Represents the amount that was reclassified from AOCI into equity in earnings of non-operating affiliates—net of taxes as a result of the remeasurement to fair value of our initial
50%
equity interest in
CF Fertilisers UK
.
|
(2)
|
Represents the balance that was reclassified into interest income.
|
(3)
|
Represents the portion of de-designated cash flow hedges that were reclassified into income as a result of the discontinuance of certain cash flow hedges.
|
(4)
|
These components are included in the computation of net periodic pension cost and were reclassified from AOCI into cost of sales and selling, general and administrative expenses.
|
|
2015
|
|
2014
|
|
2013
|
Weighted-average assumptions:
|
|
|
|
|
|
Expected volatility
|
31%
|
|
33%
|
|
35%
|
Expected term of stock options
|
4.3 Years
|
|
4.3 Years
|
|
4.4 Years
|
Risk-free interest rate
|
1.5%
|
|
1.3%
|
|
1.4%
|
Expected dividend yield
|
1.9%
|
|
1.6%
|
|
0.8%
|
Weighted-average grant date fair value
(1)
|
$13.99
|
|
$12.77
|
|
$10.76
|
(1)
|
The grant date fair values used to calculate the weighted-average grant date fair value have been retroactively restated for all prior periods presented to reflect the
five
-for-one stock split.
|
|
Shares
(1)
|
|
Weighted-
Average
Exercise Price
(1)
|
|||
Outstanding as of December 31, 2014
(1)
|
3,185,165
|
|
|
$
|
35.92
|
|
Granted
|
784,928
|
|
|
61.98
|
|
|
Exercised
|
(274,705
|
)
|
|
30.60
|
|
|
Forfeited
|
(41,070
|
)
|
|
47.72
|
|
|
Outstanding as of December 31, 2015
|
3,654,318
|
|
|
41.79
|
|
|
Exercisable as of December 31, 2015
|
2,110,615
|
|
|
32.38
|
|
(1)
|
Shares and per share amounts have been retroactively restated for all prior periods presented to reflect the
five
-for-one stock split.
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Cash received from stock option exercises
|
$
|
8.4
|
|
|
$
|
17.6
|
|
|
$
|
10.3
|
|
Actual tax benefit realized from stock option exercises
|
$
|
1.9
|
|
|
$
|
10.2
|
|
|
$
|
11.9
|
|
Pre-tax intrinsic value of stock options exercised
|
$
|
8.4
|
|
|
$
|
31.1
|
|
|
$
|
38.6
|
|
(1)
|
The aggregate intrinsic value represents the total pre-tax intrinsic value, based on our closing stock price of
$40.81
on
December 31, 2015
, which would have been received by the option holders had all option holders exercised their options as of that date.
|
|
Restricted Stock Awards
|
|
Restricted Stock Units
|
|
Performance Share Units
|
|||||||||||||||
|
Shares
(1)
|
|
Weighted-
Average
Grant-Date
Fair Value
(1)
|
|
Shares
(1)
|
|
Weighted-
Average
Grant-Date
Fair Value
(1)
|
|
Shares
(1)
|
|
Weighted-Average Grant-Date Fair Value
(1)
|
|||||||||
Outstanding as of December 31, 2014
(1)
|
152,355
|
|
|
$
|
39.76
|
|
|
40,850
|
|
|
$
|
51.16
|
|
|
26,275
|
|
|
$
|
77.65
|
|
Granted
|
18,843
|
|
|
61.54
|
|
|
34,073
|
|
|
61.60
|
|
|
21,940
|
|
|
91.13
|
|
|||
Restrictions lapsed (vested)
|
(86,280
|
)
|
|
42.82
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
(400
|
)
|
|
62.25
|
|
|
(275
|
)
|
|
91.13
|
|
|||
Outstanding as of December 31, 2015
|
84,918
|
|
|
51.34
|
|
|
74,523
|
|
|
55.87
|
|
|
47,940
|
|
|
83.74
|
|
(1)
|
Shares and per share amounts have been retroactively restated for all prior periods presented to reflect the
five
-for-one stock split.
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Actual tax benefit realized from restricted stock vested
|
$
|
1.2
|
|
|
$
|
3.0
|
|
|
$
|
3.4
|
|
Fair value of restricted stock vested
|
$
|
5.3
|
|
|
$
|
8.6
|
|
|
$
|
10.0
|
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Stock-based compensation expense
(1)(2)
|
$
|
16.5
|
|
|
$
|
16.8
|
|
|
$
|
12.6
|
|
Income tax benefit
|
(6.0
|
)
|
|
(6.1
|
)
|
|
(4.6
|
)
|
|||
Stock-based compensation expense, net of income taxes
|
$
|
10.5
|
|
|
$
|
10.7
|
|
|
$
|
8.0
|
|
(1)
|
In 2014, includes incremental compensation expense of
$2.2 million
related to the modification of
299,950
stock options and
80,495
RSAs, adjusted for the
five
-for-one stock split.
|
(2)
|
In addition to stock-based compensation expense associated with the Plan and predecessor plans, TNCLP also recognizes stock-based compensation expense for phantom units provided to non-employee directors of TNGP. The expense (income) resulting from these market-based liability awards amounted to
$0.3 million
,
$(0.1) million
and
zero
for the years ended
December 31, 2015
,
2014
and
2013
, respectively, and is included in stock-based compensation expense reported in our consolidated statements of operations and consolidated statements of cash flows.
|
•
|
Our ammonia segment produces anhydrous ammonia (ammonia), which is our most concentrated nitrogen fertilizer product as it contains
82%
nitrogen. The results of our ammonia segment consist of sales of ammonia to external customers. In addition, ammonia is the “basic” nitrogen product that we upgrade into other nitrogen products such as granular urea, UAN and AN. We produce ammonia at all of our nitrogen manufacturing complexes.
|
•
|
Our granular urea segment produces granular urea, which contains
46%
nitrogen. Produced from ammonia and carbon dioxide, it has the highest nitrogen content of any of our solid nitrogen fertilizers. Granular urea is produced at our Courtright, Ontario; Donaldsonville, Louisiana; and Medicine Hat, Alberta nitrogen complexes.
|
•
|
Our UAN segment produces urea ammonium nitrate solution (UAN). UAN, a liquid fertilizer product with a nitrogen content that typically ranges from
28%
to
32%
, is produced by combining urea and ammonium nitrate. UAN is produced at our nitrogen complexes in Courtright, Ontario; Donaldsonville, Louisiana; Port Neal, Iowa; Verdigris, Oklahoma; Woodward, Oklahoma; and Yazoo City, Mississippi.
|
•
|
Our AN segment produces ammonium nitrate (AN). AN is a nitrogen-based product with a nitrogen content between
29%
and
35%
. AN is used as nitrogen fertilizer and is also used by industrial customers for commercial explosives and blasting systems. AN is produced at our nitrogen complexes in Yazoo City, Mississippi and Ince and Billingham, United Kingdom.
|
•
|
Our Other segment primarily includes diesel exhaust fluid (DEF), urea liquor, nitric acid and compound fertilizer products (NPKs). DEF is an aqueous urea solution typically made with
32.5%
high-purity urea and
67.5%
deionized water. Urea liquor is a liquid product that we sell in concentrations of
40%
,
50%
and
70%
urea as a chemical intermediate. Nitric acid is a nitrogen-based product with a nitrogen content of
22.2%
. NPKs are solid granular fertilizer products for which the nutrient content is a combination of nitrogen, phosphorus and potassium.
|
•
|
Our phosphate segment principal products were diammonium phosphate (DAP) and monoammonium phosphate (MAP). Starting with the third quarter of 2014, the phosphate segment ceased to have reported results as we completed the sale of our phosphate mining and manufacturing business in the first quarter of 2014 and the remaining phosphate inventory was completely sold during the second quarter of 2014.
|
|
Ammonia
|
|
Granular Urea
(1)
|
|
UAN
(1)
|
|
AN
(1)
|
|
Other
(1)
|
|
Phosphate
|
|
Consolidated
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
1,523.1
|
|
|
$
|
788.0
|
|
|
$
|
1,479.7
|
|
|
$
|
294.0
|
|
|
$
|
223.5
|
|
|
$
|
—
|
|
|
$
|
4,308.3
|
|
Cost of sales
|
883.7
|
|
|
469.5
|
|
|
954.5
|
|
|
290.8
|
|
|
162.7
|
|
|
—
|
|
|
2,761.2
|
|
|||||||
Gross margin
|
$
|
639.4
|
|
|
$
|
318.5
|
|
|
$
|
525.2
|
|
|
$
|
3.2
|
|
|
$
|
60.8
|
|
|
$
|
—
|
|
|
1,547.1
|
|
|
Total other operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
319.0
|
|
|||||||||||
Equity in earnings of operating affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(35.0
|
)
|
|||||||||||
Operating earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,193.1
|
|
||||||||||
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
1,576.3
|
|
|
$
|
914.5
|
|
|
$
|
1,669.8
|
|
|
$
|
242.7
|
|
|
$
|
171.5
|
|
|
$
|
168.4
|
|
|
$
|
4,743.2
|
|
Cost of sales
|
983.2
|
|
|
516.6
|
|
|
997.4
|
|
|
189.1
|
|
|
120.1
|
|
|
158.3
|
|
|
2,964.7
|
|
|||||||
Gross margin
|
$
|
593.1
|
|
|
$
|
397.9
|
|
|
$
|
672.4
|
|
|
$
|
53.6
|
|
|
$
|
51.4
|
|
|
$
|
10.1
|
|
|
1,778.5
|
|
|
Total other operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
205.2
|
|
|||||||||||
Gain on sale of phosphate business
|
|
|
|
|
|
|
|
|
|
|
|
|
750.1
|
|
|||||||||||||
Equity in earnings of operating affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43.1
|
|
|||||||||||
Operating earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,366.5
|
|
||||||||||
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
1,437.9
|
|
|
$
|
924.6
|
|
|
$
|
1,935.1
|
|
|
$
|
215.1
|
|
|
$
|
165.1
|
|
|
$
|
796.9
|
|
|
$
|
5,474.7
|
|
Cost of sales
|
656.5
|
|
|
410.1
|
|
|
895.6
|
|
|
155.9
|
|
|
114.4
|
|
|
722.0
|
|
|
2,954.5
|
|
|||||||
Gross margin
|
$
|
781.4
|
|
|
$
|
514.5
|
|
|
$
|
1,039.5
|
|
|
$
|
59.2
|
|
|
$
|
50.7
|
|
|
$
|
74.9
|
|
|
2,520.2
|
|
|
Total other operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150.2
|
|
|||||||||||
Equity in earnings of operating affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41.7
|
|
|||||||||||
Operating earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,411.7
|
|
(1)
|
The cost of ammonia that is upgraded into other products is transferred at cost into the upgraded product results.
|
|
Ammonia
|
|
Granular Urea
|
|
UAN
|
|
AN
|
|
Other
|
|
Phosphate
(1)
|
|
Corporate
|
|
Consolidated
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Depreciation, depletion and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year ended December 31, 2015
|
$
|
95.4
|
|
|
$
|
50.5
|
|
|
$
|
191.6
|
|
|
$
|
65.6
|
|
|
$
|
35.2
|
|
|
$
|
—
|
|
|
$
|
41.3
|
|
|
$
|
479.6
|
|
Year ended December 31, 2014
|
$
|
69.0
|
|
|
$
|
37.5
|
|
|
$
|
179.3
|
|
|
$
|
46.5
|
|
|
$
|
20.4
|
|
|
$
|
—
|
|
|
$
|
39.8
|
|
|
$
|
392.5
|
|
Year ended December 31, 2013
|
$
|
58.2
|
|
|
$
|
37.4
|
|
|
$
|
172.6
|
|
|
$
|
41.0
|
|
|
$
|
19.2
|
|
|
$
|
42.3
|
|
|
$
|
39.9
|
|
|
$
|
410.6
|
|
(1)
|
The assets and liabilities of our phosphate business were classified as held for sale as of December 31, 2013; therefore, no depreciation, depletion or amortization was recorded in 2014 for the related property, plant and equipment.
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Sales by geographic region (based on destination of shipments):
|
|
|
|
|
|
|
|
||||
United States
|
$
|
3,484.9
|
|
|
$
|
3,994.0
|
|
|
$
|
4,497.8
|
|
Foreign:
|
|
|
|
|
|
||||||
Canada
|
490.0
|
|
|
543.8
|
|
|
508.5
|
|
|||
Other foreign
|
333.4
|
|
|
205.4
|
|
|
468.4
|
|
|||
Total foreign
|
823.4
|
|
|
749.2
|
|
|
976.9
|
|
|||
Consolidated
|
$
|
4,308.3
|
|
|
$
|
4,743.2
|
|
|
$
|
5,474.7
|
|
|
December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Property, plant and equipment—net by geographic region:
|
|
|
|
|
|
|
|
||||
United States
|
$
|
7,201.5
|
|
|
$
|
4,987.0
|
|
|
$
|
3,528.8
|
|
Foreign:
|
|
|
|
|
|
||||||
Canada
|
497.3
|
|
|
538.8
|
|
|
572.9
|
|
|||
United Kingdom
|
840.2
|
|
|
—
|
|
|
—
|
|
|||
Total foreign
|
1,337.5
|
|
|
538.8
|
|
|
572.9
|
|
|||
Consolidated
|
$
|
8,539.0
|
|
|
$
|
5,525.8
|
|
|
$
|
4,101.7
|
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Cash paid during the year for
|
|
|
|
|
|
|
|
|
|||
Interest—net of interest capitalized
|
$
|
99.8
|
|
|
$
|
141.2
|
|
|
$
|
135.3
|
|
Income taxes—net of refunds
|
435.1
|
|
|
781.2
|
|
|
847.4
|
|
|||
|
|
|
|
|
|
||||||
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
|
|
||||||
Change in capitalized expenditures in accounts payable and accrued expenses
|
258.5
|
|
|
71.6
|
|
|
134.4
|
|
|||
Change in capitalized expenditures in other liabilities
|
5.8
|
|
|
(21.5
|
)
|
|
70.5
|
|
|||
Change in accrued share repurchases
|
(29.1
|
)
|
|
(11.2
|
)
|
|
40.3
|
|
|
Operating
Lease Payments
|
||
|
(in millions)
|
||
2016
|
$
|
82.2
|
|
2017
|
87.9
|
|
|
2018
|
70.8
|
|
|
2019
|
58.3
|
|
|
2020
|
46.3
|
|
|
Thereafter
|
115.6
|
|
|
|
$
|
461.1
|
|
|
Three months ended,
|
|
|
||||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
Full Year
|
||||||||||
|
(in millions, except per share amounts)
|
||||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
$
|
953.6
|
|
|
$
|
1,311.5
|
|
|
$
|
927.4
|
|
|
$
|
1,115.8
|
|
|
$
|
4,308.3
|
|
Gross margin
|
415.8
|
|
|
685.9
|
|
|
165.0
|
|
|
280.4
|
|
|
1,547.1
|
|
|||||
Unrealized gains (losses) on natural gas derivatives
(1)
|
28.7
|
|
|
18.4
|
|
|
(125.9
|
)
|
|
(97.5
|
)
|
|
(176.3
|
)
|
|||||
Net earnings attributable to common stockholders
(2)
|
230.6
|
|
|
351.9
|
|
|
90.9
|
|
|
26.5
|
|
|
699.9
|
|
|||||
Net earnings per share attributable to common stockholders
(2)(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
(4)
|
0.96
|
|
|
1.50
|
|
|
0.39
|
|
|
0.11
|
|
|
2.97
|
|
|||||
Diluted
(4)
|
0.96
|
|
|
1.49
|
|
|
0.39
|
|
|
0.11
|
|
|
2.96
|
|
|||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
$
|
1,132.6
|
|
|
$
|
1,472.7
|
|
|
$
|
921.4
|
|
|
$
|
1,216.5
|
|
|
$
|
4,743.2
|
|
Gross margin
|
442.8
|
|
|
590.3
|
|
|
301.1
|
|
|
444.3
|
|
|
1,778.5
|
|
|||||
Unrealized (losses) gains on natural gas derivatives
(1)
|
(22.6
|
)
|
|
(28.6
|
)
|
|
12.1
|
|
|
(40.4
|
)
|
|
(79.5
|
)
|
|||||
Net earnings attributable to common stockholders
(5)
|
708.5
|
|
|
312.6
|
|
|
130.9
|
|
|
238.3
|
|
|
1,390.3
|
|
|||||
Net earnings per share attributable to common stockholders
(3)(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
(4)
|
2.59
|
|
|
1.22
|
|
|
0.53
|
|
|
0.97
|
|
|
5.43
|
|
|||||
Diluted
(4)
|
2.58
|
|
|
1.22
|
|
|
0.52
|
|
|
0.96
|
|
|
5.42
|
|
(1)
|
Amounts represent pre-tax unrealized gains (losses) on natural gas derivatives included in gross margin. See Note
16—Derivative Financial Instruments
, for additional information.
|
(2)
|
For the three months ended June 30, 2015, net earnings attributable to common stockholders includes an after-tax loss of
$29.2 million
(pre-tax loss of
$40.1 million
) resulting from the sale of our interests in Keytrade that is included in equity in earnings of operating affiliates, and net earnings per share attributable to common stockholders, basic and diluted, include the per share impact of
$0.12
. See Note
4—Acquisitions and Divestitures
and Note
8—Equity Method Investments
, for additional information.
|
(3)
|
Per share amounts have been retroactively restated for all prior periods presented to reflect the
five
-for-one split of the Company’s common stock effected in the form of a stock dividend that was distributed on June 17, 2015.
|
(4)
|
The sum of the four quarters is not necessarily the same as the total for the year.
|
(5)
|
For the three months ended March 31, 2014, net earnings attributable to common stockholders includes an after-tax gain of
$461.0 million
from the sale of the phosphate business, and net earnings per share attributable to common stockholders, basic and diluted, include the per share impact of
$1.68
. During the fourth quarter of 2014, the purchase price was finalized which increased the after-tax gain to
$462.8 million
for the year ended December 31, 2014, which also increased the per share impact on net earnings attributable to common stockholders, basic and diluted, to
$1.80
. See Note
4—Acquisitions and Divestitures
, for additional information.
|
|
Year ended December 31, 2015
|
||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
462.2
|
|
|
$
|
4,542.8
|
|
|
$
|
(696.7
|
)
|
|
$
|
4,308.3
|
|
Cost of sales
|
—
|
|
|
361.6
|
|
|
3,096.3
|
|
|
(696.7
|
)
|
|
2,761.2
|
|
|||||
Gross margin
|
—
|
|
|
100.6
|
|
|
1,446.5
|
|
|
—
|
|
|
1,547.1
|
|
|||||
Selling, general and administrative expenses
|
4.4
|
|
|
7.7
|
|
|
157.7
|
|
|
—
|
|
|
169.8
|
|
|||||
Transaction costs
|
45.8
|
|
|
—
|
|
|
11.1
|
|
|
—
|
|
|
56.9
|
|
|||||
Other operating—net
|
—
|
|
|
(8.5
|
)
|
|
100.8
|
|
|
—
|
|
|
92.3
|
|
|||||
Total other operating costs and expenses
|
50.2
|
|
|
(0.8
|
)
|
|
269.6
|
|
|
—
|
|
|
319.0
|
|
|||||
Equity in earnings of operating affiliates
|
—
|
|
|
—
|
|
|
(35.0
|
)
|
|
—
|
|
|
(35.0
|
)
|
|||||
Operating (losses) earnings
|
(50.2
|
)
|
|
101.4
|
|
|
1,141.9
|
|
|
—
|
|
|
1,193.1
|
|
|||||
Interest expense
|
—
|
|
|
285.1
|
|
|
(81.7
|
)
|
|
(70.2
|
)
|
|
133.2
|
|
|||||
Interest income
|
—
|
|
|
(69.0
|
)
|
|
(2.8
|
)
|
|
70.2
|
|
|
(1.6
|
)
|
|||||
Net earnings of wholly-owned subsidiaries
|
(731.2
|
)
|
|
(801.5
|
)
|
|
—
|
|
|
1,532.7
|
|
|
—
|
|
|||||
Other non-operating—net
|
(0.1
|
)
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
3.9
|
|
|||||
Earnings before income taxes and equity in earnings of non-operating affiliates
|
681.1
|
|
|
686.8
|
|
|
1,222.4
|
|
|
(1,532.7
|
)
|
|
1,057.6
|
|
|||||
Income tax (benefit) provision
|
(18.8
|
)
|
|
(44.3
|
)
|
|
458.9
|
|
|
—
|
|
|
395.8
|
|
|||||
Equity in earnings of non-operating affiliates—net of taxes
|
—
|
|
|
—
|
|
|
72.3
|
|
|
—
|
|
|
72.3
|
|
|||||
Net earnings
|
699.9
|
|
|
731.1
|
|
|
835.8
|
|
|
(1,532.7
|
)
|
|
734.1
|
|
|||||
Less: Net earnings attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
34.2
|
|
|
—
|
|
|
34.2
|
|
|||||
Net earnings attributable to common stockholders
|
$
|
699.9
|
|
|
$
|
731.1
|
|
|
$
|
801.6
|
|
|
$
|
(1,532.7
|
)
|
|
$
|
699.9
|
|
|
Year ended December 31, 2015
|
||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Net earnings
|
$
|
699.9
|
|
|
$
|
731.1
|
|
|
$
|
835.8
|
|
|
$
|
(1,532.7
|
)
|
|
$
|
734.1
|
|
Other comprehensive income (losses)
|
(90.0
|
)
|
|
(90.0
|
)
|
|
(89.5
|
)
|
|
179.5
|
|
|
(90.0
|
)
|
|||||
Comprehensive income
|
609.9
|
|
|
641.1
|
|
|
746.3
|
|
|
(1,353.2
|
)
|
|
644.1
|
|
|||||
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
34.2
|
|
|
—
|
|
|
34.2
|
|
|||||
Comprehensive income attributable to common stockholders
|
$
|
609.9
|
|
|
$
|
641.1
|
|
|
$
|
712.1
|
|
|
$
|
(1,353.2
|
)
|
|
$
|
609.9
|
|
|
Year ended December 31, 2014
|
||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
712.2
|
|
|
$
|
5,073.4
|
|
|
$
|
(1,042.4
|
)
|
|
$
|
4,743.2
|
|
Cost of sales
|
—
|
|
|
528.6
|
|
|
3,478.5
|
|
|
(1,042.4
|
)
|
|
2,964.7
|
|
|||||
Gross margin
|
—
|
|
|
183.6
|
|
|
1,594.9
|
|
|
—
|
|
|
1,778.5
|
|
|||||
Selling, general and administrative expenses
|
2.8
|
|
|
13.5
|
|
|
135.6
|
|
|
—
|
|
|
151.9
|
|
|||||
Other operating—net
|
—
|
|
|
(5.0
|
)
|
|
58.3
|
|
|
—
|
|
|
53.3
|
|
|||||
Total other operating costs and expenses
|
2.8
|
|
|
8.5
|
|
|
193.9
|
|
|
—
|
|
|
205.2
|
|
|||||
Gain on sale of phosphate business
|
—
|
|
|
764.5
|
|
|
(14.4
|
)
|
|
—
|
|
|
750.1
|
|
|||||
Equity in earnings of operating affiliates
|
—
|
|
|
—
|
|
|
43.1
|
|
|
—
|
|
|
43.1
|
|
|||||
Operating (losses) earnings
|
(2.8
|
)
|
|
939.6
|
|
|
1,429.7
|
|
|
—
|
|
|
2,366.5
|
|
|||||
Interest expense
|
—
|
|
|
246.9
|
|
|
(68.5
|
)
|
|
(0.2
|
)
|
|
178.2
|
|
|||||
Interest income
|
—
|
|
|
(0.2
|
)
|
|
(0.9
|
)
|
|
0.2
|
|
|
(0.9
|
)
|
|||||
Net earnings of wholly-owned subsidiaries
|
(1,392.0
|
)
|
|
(969.2
|
)
|
|
—
|
|
|
2,361.2
|
|
|
—
|
|
|||||
Other non-operating—net
|
(0.1
|
)
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
1.9
|
|
|||||
Earnings before income taxes and equity in (losses) earnings of non-operating affiliates
|
1,389.3
|
|
|
1,662.1
|
|
|
1,497.1
|
|
|
(2,361.2
|
)
|
|
2,187.3
|
|
|||||
Income tax (benefit) provision
|
(1.0
|
)
|
|
270.0
|
|
|
504.0
|
|
|
—
|
|
|
773.0
|
|
|||||
Equity in (losses) earnings of non-operating affiliates—net of taxes
|
—
|
|
|
(0.1
|
)
|
|
22.6
|
|
|
—
|
|
|
22.5
|
|
|||||
Net earnings
|
1,390.3
|
|
|
1,392.0
|
|
|
1,015.7
|
|
|
(2,361.2
|
)
|
|
1,436.8
|
|
|||||
Less: Net earnings attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
46.5
|
|
|
—
|
|
|
46.5
|
|
|||||
Net earnings attributable to common stockholders
|
$
|
1,390.3
|
|
|
$
|
1,392.0
|
|
|
$
|
969.2
|
|
|
$
|
(2,361.2
|
)
|
|
$
|
1,390.3
|
|
|
Year ended December 31, 2014
|
||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Net earnings
|
$
|
1,390.3
|
|
|
$
|
1,392.0
|
|
|
$
|
1,015.7
|
|
|
$
|
(2,361.2
|
)
|
|
$
|
1,436.8
|
|
Other comprehensive income (losses)
|
(117.2
|
)
|
|
(117.2
|
)
|
|
(117.2
|
)
|
|
234.4
|
|
|
(117.2
|
)
|
|||||
Comprehensive income
|
1,273.1
|
|
|
1,274.8
|
|
|
898.5
|
|
|
(2,126.8
|
)
|
|
1,319.6
|
|
|||||
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
46.5
|
|
|
—
|
|
|
46.5
|
|
|||||
Comprehensive income attributable to common stockholders
|
$
|
1,273.1
|
|
|
$
|
1,274.8
|
|
|
$
|
852.0
|
|
|
$
|
(2,126.8
|
)
|
|
$
|
1,273.1
|
|
|
Year ended December 31, 2013
|
||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
1,105.8
|
|
|
$
|
5,767.5
|
|
|
$
|
(1,398.6
|
)
|
|
$
|
5,474.7
|
|
Cost of sales
|
—
|
|
|
886.0
|
|
|
3,463.0
|
|
|
(1,394.5
|
)
|
|
2,954.5
|
|
|||||
Gross margin
|
—
|
|
|
219.8
|
|
|
2,304.5
|
|
|
(4.1
|
)
|
|
2,520.2
|
|
|||||
Selling, general and administrative expenses
|
2.7
|
|
|
11.8
|
|
|
151.5
|
|
|
—
|
|
|
166.0
|
|
|||||
Other operating—net
|
—
|
|
|
7.6
|
|
|
(23.4
|
)
|
|
—
|
|
|
(15.8
|
)
|
|||||
Total other operating costs and expenses
|
2.7
|
|
|
19.4
|
|
|
128.1
|
|
|
—
|
|
|
150.2
|
|
|||||
Equity in earnings of operating affiliates
|
—
|
|
|
—
|
|
|
41.7
|
|
|
—
|
|
|
41.7
|
|
|||||
Operating (losses) earnings
|
(2.7
|
)
|
|
200.4
|
|
|
2,218.1
|
|
|
(4.1
|
)
|
|
2,411.7
|
|
|||||
Interest expense
|
—
|
|
|
155.1
|
|
|
(1.8
|
)
|
|
(1.1
|
)
|
|
152.2
|
|
|||||
Interest income
|
—
|
|
|
(0.9
|
)
|
|
(4.9
|
)
|
|
1.1
|
|
|
(4.7
|
)
|
|||||
Net earnings of wholly-owned subsidiaries
|
(1,466.4
|
)
|
|
(1,423.0
|
)
|
|
—
|
|
|
2,889.4
|
|
|
—
|
|
|||||
Other non-operating—net
|
—
|
|
|
(0.4
|
)
|
|
54.9
|
|
|
—
|
|
|
54.5
|
|
|||||
Earnings before income taxes and equity in (losses) earnings of non-operating affiliates
|
1,463.7
|
|
|
1,469.6
|
|
|
2,169.9
|
|
|
(2,893.5
|
)
|
|
2,209.7
|
|
|||||
Income tax (benefit) provision
|
(0.9
|
)
|
|
3.0
|
|
|
684.4
|
|
|
—
|
|
|
686.5
|
|
|||||
Equity in (losses) earnings of non-operating affiliates—net of taxes
|
—
|
|
|
(0.2
|
)
|
|
9.8
|
|
|
—
|
|
|
9.6
|
|
|||||
Net earnings
|
1,464.6
|
|
|
1,466.4
|
|
|
1,495.3
|
|
|
(2,893.5
|
)
|
|
1,532.8
|
|
|||||
Less: Net earnings attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
72.3
|
|
|
(4.1
|
)
|
|
68.2
|
|
|||||
Net earnings attributable to common stockholders
|
$
|
1,464.6
|
|
|
$
|
1,466.4
|
|
|
$
|
1,423.0
|
|
|
$
|
(2,889.4
|
)
|
|
$
|
1,464.6
|
|
|
Year ended December 31, 2013
|
||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Net earnings
|
$
|
1,464.6
|
|
|
$
|
1,466.4
|
|
|
$
|
1,495.3
|
|
|
$
|
(2,893.5
|
)
|
|
$
|
1,532.8
|
|
Other comprehensive income (losses)
|
7.0
|
|
|
7.0
|
|
|
(40.1
|
)
|
|
32.4
|
|
|
6.3
|
|
|||||
Comprehensive income
|
1,471.6
|
|
|
1,473.4
|
|
|
1,455.2
|
|
|
(2,861.1
|
)
|
|
1,539.1
|
|
|||||
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
72.3
|
|
|
(4.8
|
)
|
|
67.5
|
|
|||||
Comprehensive income attributable to common stockholders
|
$
|
1,471.6
|
|
|
$
|
1,473.4
|
|
|
$
|
1,382.9
|
|
|
$
|
(2,856.3
|
)
|
|
$
|
1,471.6
|
|
|
December 31, 2015
|
||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Other
Subsidiaries
|
|
Eliminations
and
Reclassifications
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
1.3
|
|
|
$
|
0.2
|
|
|
$
|
284.5
|
|
|
$
|
—
|
|
|
$
|
286.0
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
22.8
|
|
|
—
|
|
|
22.8
|
|
|||||
Accounts and notes receivable—net
|
0.9
|
|
|
2,987.3
|
|
|
1,565.0
|
|
|
(4,286.0
|
)
|
|
267.2
|
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
321.2
|
|
|
—
|
|
|
321.2
|
|
|||||
Prepaid income taxes
|
—
|
|
|
—
|
|
|
184.6
|
|
|
—
|
|
|
184.6
|
|
|||||
Other current assets
|
—
|
|
|
23.7
|
|
|
21.6
|
|
|
—
|
|
|
45.3
|
|
|||||
Total current assets
|
2.2
|
|
|
3,011.2
|
|
|
2,399.7
|
|
|
(4,286.0
|
)
|
|
1,127.1
|
|
|||||
Property, plant and equipment—net
|
—
|
|
|
—
|
|
|
8,539.0
|
|
|
—
|
|
|
8,539.0
|
|
|||||
Investments in and advances to affiliates
|
4,302.9
|
|
|
8,148.4
|
|
|
297.8
|
|
|
(12,451.3
|
)
|
|
297.8
|
|
|||||
Due from affiliates
|
570.7
|
|
|
—
|
|
|
2.2
|
|
|
(572.9
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
2,390.1
|
|
|
—
|
|
|
2,390.1
|
|
|||||
Other assets
|
—
|
|
|
74.5
|
|
|
310.4
|
|
|
—
|
|
|
384.9
|
|
|||||
Total assets
|
$
|
4,875.8
|
|
|
$
|
11,234.1
|
|
|
$
|
13,939.2
|
|
|
$
|
(17,310.2
|
)
|
|
$
|
12,738.9
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts and notes payable and accrued expenses
|
$
|
840.7
|
|
|
$
|
648.1
|
|
|
$
|
3,714.9
|
|
|
$
|
(4,286.0
|
)
|
|
$
|
917.7
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
5.5
|
|
|
—
|
|
|
5.5
|
|
|||||
Customer advances
|
—
|
|
|
—
|
|
|
161.5
|
|
|
—
|
|
|
161.5
|
|
|||||
Other current liabilities
|
—
|
|
|
—
|
|
|
130.5
|
|
|
—
|
|
|
130.5
|
|
|||||
Total current liabilities
|
840.7
|
|
|
648.1
|
|
|
4,012.4
|
|
|
(4,286.0
|
)
|
|
1,215.2
|
|
|||||
Long-term debt
|
—
|
|
|
5,592.7
|
|
|
—
|
|
|
—
|
|
|
5,592.7
|
|
|||||
Deferred income taxes
|
—
|
|
|
51.8
|
|
|
864.4
|
|
|
—
|
|
|
916.2
|
|
|||||
Due to affiliates
|
—
|
|
|
572.9
|
|
|
—
|
|
|
(572.9
|
)
|
|
—
|
|
|||||
Other liabilities
|
—
|
|
|
65.8
|
|
|
561.8
|
|
|
—
|
|
|
627.6
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Stockholders' equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred stock
|
—
|
|
|
—
|
|
|
16.4
|
|
|
(16.4
|
)
|
|
—
|
|
|||||
Common stock
|
2.4
|
|
|
—
|
|
|
1.1
|
|
|
(1.1
|
)
|
|
2.4
|
|
|||||
Paid-in capital
|
1,377.5
|
|
|
(12.6
|
)
|
|
8,364.9
|
|
|
(8,352.4
|
)
|
|
1,377.4
|
|
|||||
Retained earnings
|
3,057.7
|
|
|
4,565.2
|
|
|
15.9
|
|
|
(4,580.9
|
)
|
|
3,057.9
|
|
|||||
Treasury stock
|
(152.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(152.7
|
)
|
|||||
Accumulated other comprehensive income (loss)
|
(249.8
|
)
|
|
(249.8
|
)
|
|
(249.7
|
)
|
|
499.5
|
|
|
(249.8
|
)
|
|||||
Total stockholders' equity
|
4,035.1
|
|
|
4,302.8
|
|
|
8,148.6
|
|
|
(12,451.3
|
)
|
|
4,035.2
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
352.0
|
|
|
—
|
|
|
352.0
|
|
|||||
Total equity
|
4,035.1
|
|
|
4,302.8
|
|
|
8,500.6
|
|
|
(12,451.3
|
)
|
|
4,387.2
|
|
|||||
Total liabilities and equity
|
$
|
4,875.8
|
|
|
$
|
11,234.1
|
|
|
$
|
13,939.2
|
|
|
$
|
(17,310.2
|
)
|
|
$
|
12,738.9
|
|
|
December 31, 2014
|
||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Other
Subsidiaries
|
|
Eliminations
and
Reclassifications
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
105.7
|
|
|
$
|
1,890.9
|
|
|
$
|
—
|
|
|
$
|
1,996.6
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
86.1
|
|
|
—
|
|
|
86.1
|
|
|||||
Accounts and notes receivable—net
|
—
|
|
|
2,286.5
|
|
|
651.9
|
|
|
(2,746.9
|
)
|
|
191.5
|
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
202.9
|
|
|
—
|
|
|
202.9
|
|
|||||
Prepaid income taxes
|
1.9
|
|
|
—
|
|
|
34.8
|
|
|
(1.9
|
)
|
|
34.8
|
|
|||||
Other current assets
|
—
|
|
|
—
|
|
|
18.6
|
|
|
—
|
|
|
18.6
|
|
|||||
Total current assets
|
1.9
|
|
|
2,392.2
|
|
|
2,885.2
|
|
|
(2,748.8
|
)
|
|
2,530.5
|
|
|||||
Property, plant and equipment—net
|
—
|
|
|
—
|
|
|
5,525.8
|
|
|
—
|
|
|
5,525.8
|
|
|||||
Investments in and advances to affiliates
|
6,212.5
|
|
|
9,208.7
|
|
|
861.5
|
|
|
(15,421.2
|
)
|
|
861.5
|
|
|||||
Due from affiliates
|
570.7
|
|
|
—
|
|
|
1.7
|
|
|
(572.4
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
2,092.8
|
|
|
—
|
|
|
2,092.8
|
|
|||||
Other assets
|
—
|
|
|
65.1
|
|
|
178.5
|
|
|
—
|
|
|
243.6
|
|
|||||
Total assets
|
$
|
6,785.1
|
|
|
$
|
11,666.0
|
|
|
$
|
11,545.5
|
|
|
$
|
(18,742.4
|
)
|
|
$
|
11,254.2
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts and notes payable and accrued expenses
|
$
|
2,575.4
|
|
|
$
|
207.7
|
|
|
$
|
553.8
|
|
|
$
|
(2,747.0
|
)
|
|
$
|
589.9
|
|
Income taxes payable
|
—
|
|
|
10.8
|
|
|
7.1
|
|
|
(1.9
|
)
|
|
16.0
|
|
|||||
Customer advances
|
—
|
|
|
—
|
|
|
325.4
|
|
|
—
|
|
|
325.4
|
|
|||||
Other current liabilities
|
—
|
|
|
—
|
|
|
48.4
|
|
|
—
|
|
|
48.4
|
|
|||||
Total current liabilities
|
2,575.4
|
|
|
218.5
|
|
|
934.7
|
|
|
(2,748.9
|
)
|
|
979.7
|
|
|||||
Long-term debt
|
—
|
|
|
4,592.5
|
|
|
—
|
|
|
—
|
|
|
4,592.5
|
|
|||||
Deferred income taxes
|
—
|
|
|
34.8
|
|
|
699.8
|
|
|
—
|
|
|
734.6
|
|
|||||
Due to affiliates
|
—
|
|
|
572.4
|
|
|
—
|
|
|
(572.4
|
)
|
|
—
|
|
|||||
Other liabilities
|
—
|
|
|
35.3
|
|
|
339.6
|
|
|
—
|
|
|
374.9
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Stockholders' equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred stock
|
—
|
|
|
—
|
|
|
16.4
|
|
|
(16.4
|
)
|
|
—
|
|
|||||
Common stock
(1)
|
2.5
|
|
|
—
|
|
|
1.1
|
|
|
(1.1
|
)
|
|
2.5
|
|
|||||
Paid-in capital
(1)
|
1,413.9
|
|
|
(12.6
|
)
|
|
8,283.5
|
|
|
(8,270.9
|
)
|
|
1,413.9
|
|
|||||
Retained earnings
|
3,175.3
|
|
|
6,384.9
|
|
|
1,067.8
|
|
|
(7,452.7
|
)
|
|
3,175.3
|
|
|||||
Treasury stock
(1)
|
(222.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(222.2
|
)
|
|||||
Accumulated other comprehensive income (loss)
|
(159.8
|
)
|
|
(159.8
|
)
|
|
(160.2
|
)
|
|
320.0
|
|
|
(159.8
|
)
|
|||||
Total stockholders' equity
|
4,209.7
|
|
|
6,212.5
|
|
|
9,208.6
|
|
|
(15,421.1
|
)
|
|
4,209.7
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
362.8
|
|
|
—
|
|
|
362.8
|
|
|||||
Total equity
|
4,209.7
|
|
|
6,212.5
|
|
|
9,571.4
|
|
|
(15,421.1
|
)
|
|
4,572.5
|
|
|||||
Total liabilities and equity
|
$
|
6,785.1
|
|
|
$
|
11,666.0
|
|
|
$
|
11,545.5
|
|
|
$
|
(18,742.4
|
)
|
|
$
|
11,254.2
|
|
|
Year ended December 31, 2015
|
||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net earnings
|
$
|
699.9
|
|
|
$
|
731.1
|
|
|
$
|
835.8
|
|
|
$
|
(1,532.7
|
)
|
|
$
|
734.1
|
|
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
—
|
|
|
13.7
|
|
|
465.9
|
|
|
—
|
|
|
479.6
|
|
|||||
Deferred income taxes
|
—
|
|
|
17.2
|
|
|
60.7
|
|
|
—
|
|
|
77.9
|
|
|||||
Stock-based compensation expense
|
16.5
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
16.8
|
|
|||||
Excess tax benefit from stock-based compensation
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|||||
Unrealized loss on derivatives
|
—
|
|
|
—
|
|
|
162.8
|
|
|
—
|
|
|
162.8
|
|
|||||
Gain on remeasurement of CF Fertilisers UK investment
|
—
|
|
|
—
|
|
|
(94.4
|
)
|
|
—
|
|
|
(94.4
|
)
|
|||||
Impairment of equity method investment in PLNL
|
—
|
|
|
—
|
|
|
61.9
|
|
|
—
|
|
|
61.9
|
|
|||||
Loss on sale of equity method investments
|
—
|
|
|
—
|
|
|
42.8
|
|
|
—
|
|
|
42.8
|
|
|||||
Loss on disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
21.4
|
|
|
—
|
|
|
21.4
|
|
|||||
Undistributed (earnings) loss of affiliates—net
|
(731.2
|
)
|
|
(801.4
|
)
|
|
(3.4
|
)
|
|
1,532.7
|
|
|
(3.3
|
)
|
|||||
Due to/from affiliates—net
|
1.6
|
|
|
0.5
|
|
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|||||
Changes in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts and notes receivable—net
|
(0.9
|
)
|
|
0.2
|
|
|
97.3
|
|
|
(101.4
|
)
|
|
(4.8
|
)
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
(71.0
|
)
|
|
—
|
|
|
(71.0
|
)
|
|||||
Accrued and prepaid income taxes
|
1.9
|
|
|
(10.8
|
)
|
|
(138.9
|
)
|
|
—
|
|
|
(147.8
|
)
|
|||||
Accounts and notes payable and accrued expenses
|
7.7
|
|
|
(42.6
|
)
|
|
(24.8
|
)
|
|
101.4
|
|
|
41.7
|
|
|||||
Customer advances
|
—
|
|
|
—
|
|
|
(163.9
|
)
|
|
—
|
|
|
(163.9
|
)
|
|||||
Other—net
|
—
|
|
|
30.7
|
|
|
20.7
|
|
|
—
|
|
|
51.4
|
|
|||||
Net cash (used in) provided by operating activities
|
(6.0
|
)
|
|
(61.4
|
)
|
|
1,271.1
|
|
|
—
|
|
|
1,203.7
|
|
|||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Additions to property, plant and equipment
|
—
|
|
|
—
|
|
|
(2,469.3
|
)
|
|
—
|
|
|
(2,469.3
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
12.4
|
|
|
—
|
|
|
12.4
|
|
|||||
Proceeds from sale of equity method investment
|
—
|
|
|
—
|
|
|
12.8
|
|
|
—
|
|
|
12.8
|
|
|||||
Purchase of CF Fertilisers UK, net of cash acquired
|
—
|
|
|
—
|
|
|
(551.6
|
)
|
|
—
|
|
|
(551.6
|
)
|
|||||
Withdrawals from restricted cash funds
|
—
|
|
|
—
|
|
|
63.3
|
|
|
—
|
|
|
63.3
|
|
|||||
Other—net
|
—
|
|
|
(81.5
|
)
|
|
(43.5
|
)
|
|
81.5
|
|
|
(43.5
|
)
|
|||||
Net cash (used in) provided by investing activities
|
—
|
|
|
(81.5
|
)
|
|
(2,975.9
|
)
|
|
81.5
|
|
|
(2,975.9
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from long-term borrowings
|
—
|
|
|
1,000.0
|
|
|
—
|
|
|
—
|
|
|
1,000.0
|
|
|||||
Short-term debt—net
|
553.6
|
|
|
(916.2
|
)
|
|
362.6
|
|
|
—
|
|
|
—
|
|
|||||
Financing fees
|
—
|
|
|
(46.4
|
)
|
|
—
|
|
|
—
|
|
|
(46.4
|
)
|
|||||
Purchases of treasury stock
|
(556.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(556.3
|
)
|
|||||
Dividends paid on common stock
|
(282.3
|
)
|
|
(282.4
|
)
|
|
(282.4
|
)
|
|
564.8
|
|
|
(282.3
|
)
|
|||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
(45.0
|
)
|
|
—
|
|
|
(45.0
|
)
|
|||||
Issuances of common stock under employee stock plans
|
8.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.4
|
|
|||||
Excess tax benefit from stock-based compensation
|
1.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|||||
Dividends to/from affiliates
|
282.4
|
|
|
282.4
|
|
|
—
|
|
|
(564.8
|
)
|
|
—
|
|
|||||
Other—net
|
—
|
|
|
—
|
|
|
81.5
|
|
|
(81.5
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
7.3
|
|
|
37.4
|
|
|
116.7
|
|
|
(81.5
|
)
|
|
79.9
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(18.3
|
)
|
|
—
|
|
|
(18.3
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
1.3
|
|
|
(105.5
|
)
|
|
(1,606.4
|
)
|
|
—
|
|
|
(1,710.6
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
105.7
|
|
|
1,890.9
|
|
|
—
|
|
|
1,996.6
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
1.3
|
|
|
$
|
0.2
|
|
|
$
|
284.5
|
|
|
$
|
—
|
|
|
$
|
286.0
|
|
|
Year ended December 31, 2014
|
||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net earnings
|
$
|
1,390.3
|
|
|
$
|
1,392.0
|
|
|
$
|
1,015.7
|
|
|
$
|
(2,361.2
|
)
|
|
$
|
1,436.8
|
|
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
—
|
|
|
6.8
|
|
|
385.7
|
|
|
—
|
|
|
392.5
|
|
|||||
Deferred income taxes
|
—
|
|
|
136.0
|
|
|
(117.5
|
)
|
|
—
|
|
|
18.5
|
|
|||||
Stock-based compensation expense
|
16.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.6
|
|
|||||
Excess tax benefit from stock-based compensation
|
(8.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.7
|
)
|
|||||
Unrealized loss on derivatives
|
—
|
|
|
—
|
|
|
119.2
|
|
|
—
|
|
|
119.2
|
|
|||||
Gain on sale of phosphate business
|
—
|
|
|
(764.5
|
)
|
|
14.4
|
|
|
—
|
|
|
(750.1
|
)
|
|||||
Loss on disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
|||||
Undistributed loss (earnings) of affiliates—net
|
(1,391.9
|
)
|
|
(969.2
|
)
|
|
(11.6
|
)
|
|
2,361.2
|
|
|
(11.5
|
)
|
|||||
Due to/from affiliates—net
|
8.8
|
|
|
1.7
|
|
|
(10.5
|
)
|
|
—
|
|
|
—
|
|
|||||
Changes in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts and notes receivable—net
|
—
|
|
|
(285.3
|
)
|
|
658.2
|
|
|
(336.8
|
)
|
|
36.1
|
|
|||||
Inventories
|
—
|
|
|
4.3
|
|
|
59.5
|
|
|
—
|
|
|
63.8
|
|
|||||
Accrued and prepaid income taxes
|
(1.0
|
)
|
|
(18.3
|
)
|
|
(37.5
|
)
|
|
—
|
|
|
(56.8
|
)
|
|||||
Accounts and notes payable and accrued expenses
|
(3.3
|
)
|
|
376.8
|
|
|
(763.5
|
)
|
|
336.8
|
|
|
(53.2
|
)
|
|||||
Customer advances
|
—
|
|
|
—
|
|
|
204.8
|
|
|
—
|
|
|
204.8
|
|
|||||
Other—net
|
—
|
|
|
5.4
|
|
|
(8.5
|
)
|
|
—
|
|
|
(3.1
|
)
|
|||||
Net cash provided by (used in) operating activities
|
10.8
|
|
|
(114.3
|
)
|
|
1,512.1
|
|
|
—
|
|
|
1,408.6
|
|
|||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Additions to property, plant and equipment
|
—
|
|
|
(18.3
|
)
|
|
(1,790.2
|
)
|
|
—
|
|
|
(1,808.5
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
11.0
|
|
|
—
|
|
|
11.0
|
|
|||||
Proceeds from sale of phosphate business
|
—
|
|
|
911.5
|
|
|
460.5
|
|
|
—
|
|
|
1,372.0
|
|
|||||
Sales and maturities of short-term and auction rate securities
|
—
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
|||||
Deposits to restricted cash funds
|
—
|
|
|
—
|
|
|
(505.0
|
)
|
|
—
|
|
|
(505.0
|
)
|
|||||
Withdrawals from restricted cash funds
|
—
|
|
|
—
|
|
|
573.0
|
|
|
—
|
|
|
573.0
|
|
|||||
Other—net
|
—
|
|
|
—
|
|
|
9.0
|
|
|
—
|
|
|
9.0
|
|
|||||
Net cash provided by (used in) investing activities
|
—
|
|
|
898.2
|
|
|
(1,241.7
|
)
|
|
—
|
|
|
(343.5
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from long-term borrowings
|
—
|
|
|
1,494.2
|
|
|
—
|
|
|
—
|
|
|
1,494.2
|
|
|||||
Short-term debt—net
|
1,897.7
|
|
|
(2,176.0
|
)
|
|
278.3
|
|
|
—
|
|
|
—
|
|
|||||
Financing fees
|
—
|
|
|
(16.0
|
)
|
|
—
|
|
|
—
|
|
|
(16.0
|
)
|
|||||
Purchases of treasury stock
|
(1,934.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,934.9
|
)
|
|||||
Dividends paid on common stock
|
(255.7
|
)
|
|
(255.7
|
)
|
|
(255.9
|
)
|
|
511.6
|
|
|
(255.7
|
)
|
|||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
(46.0
|
)
|
|
—
|
|
|
(46.0
|
)
|
|||||
Issuances of common stock under employee stock plans
|
17.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.6
|
|
|||||
Excess tax benefit from stock-based compensation
|
8.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.7
|
|
|||||
Dividends to/from affiliates
|
255.7
|
|
|
255.9
|
|
|
—
|
|
|
(511.6
|
)
|
|
—
|
|
|||||
Other—net
|
—
|
|
|
(1.0
|
)
|
|
(42.0
|
)
|
|
—
|
|
|
(43.0
|
)
|
|||||
Net cash used in financing activities
|
(10.9
|
)
|
|
(698.6
|
)
|
|
(65.6
|
)
|
|
—
|
|
|
(775.1
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(4.2
|
)
|
|
—
|
|
|
(4.2
|
)
|
|||||
(Decrease) increase in cash and cash equivalents
|
(0.1
|
)
|
|
85.3
|
|
|
200.6
|
|
|
—
|
|
|
285.8
|
|
|||||
Cash and cash equivalents at beginning of period
|
0.1
|
|
|
20.4
|
|
|
1,690.3
|
|
|
—
|
|
|
1,710.8
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
105.7
|
|
|
$
|
1,890.9
|
|
|
$
|
—
|
|
|
$
|
1,996.6
|
|
|
Year ended December 31, 2013
|
||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net earnings
|
$
|
1,464.6
|
|
|
$
|
1,466.4
|
|
|
$
|
1,495.3
|
|
|
$
|
(2,893.5
|
)
|
|
$
|
1,532.8
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation, depletion and amortization
|
—
|
|
|
47.8
|
|
|
362.8
|
|
|
—
|
|
|
410.6
|
|
|||||
Deferred income taxes
|
—
|
|
|
(21.3
|
)
|
|
(13.0
|
)
|
|
—
|
|
|
(34.3
|
)
|
|||||
Stock-based compensation expense
|
12.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.6
|
|
|||||
Excess tax benefit from stock-based compensation
|
(13.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.5
|
)
|
|||||
Unrealized gain on derivatives
|
—
|
|
|
—
|
|
|
(59.3
|
)
|
|
—
|
|
|
(59.3
|
)
|
|||||
Loss on disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
5.6
|
|
|
—
|
|
|
5.6
|
|
|||||
Undistributed loss (earnings) of affiliates—net
|
(1,466.4
|
)
|
|
(1,427.0
|
)
|
|
(11.4
|
)
|
|
2,893.5
|
|
|
(11.3
|
)
|
|||||
Due to / from affiliates—net
|
13.5
|
|
|
—
|
|
|
(13.5
|
)
|
|
—
|
|
|
—
|
|
|||||
Changes in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts and notes receivable—net
|
—
|
|
|
(220.8
|
)
|
|
(293.4
|
)
|
|
514.6
|
|
|
0.4
|
|
|||||
Inventories
|
—
|
|
|
(11.8
|
)
|
|
(68.5
|
)
|
|
—
|
|
|
(80.3
|
)
|
|||||
Accrued and prepaid income taxes
|
(0.9
|
)
|
|
23.6
|
|
|
(176.1
|
)
|
|
—
|
|
|
(153.4
|
)
|
|||||
Accounts and notes payable and accrued expenses
|
(2.8
|
)
|
|
305.4
|
|
|
261.5
|
|
|
(514.6
|
)
|
|
49.5
|
|
|||||
Customer advances
|
—
|
|
|
—
|
|
|
(260.1
|
)
|
|
—
|
|
|
(260.1
|
)
|
|||||
Other—net
|
—
|
|
|
3.9
|
|
|
63.6
|
|
|
—
|
|
|
67.5
|
|
|||||
Net cash provided by operating activities
|
7.1
|
|
|
166.2
|
|
|
1,293.5
|
|
|
—
|
|
|
1,466.8
|
|
|||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Additions to property, plant and equipment
|
—
|
|
|
(58.9
|
)
|
|
(764.9
|
)
|
|
—
|
|
|
(823.8
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
12.6
|
|
|
—
|
|
|
12.6
|
|
|||||
Sales and maturities of short-term and auction rate securities
|
—
|
|
|
13.5
|
|
|
—
|
|
|
—
|
|
|
13.5
|
|
|||||
Canadian terminal acquisition
|
—
|
|
|
—
|
|
|
(72.5
|
)
|
|
—
|
|
|
(72.5
|
)
|
|||||
Deposits to restricted cash funds
|
—
|
|
|
—
|
|
|
(154.0
|
)
|
|
—
|
|
|
(154.0
|
)
|
|||||
Deposits to asset retirement obligation funds
|
—
|
|
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|||||
Other—net
|
—
|
|
|
—
|
|
|
7.8
|
|
|
—
|
|
|
7.8
|
|
|||||
Net cash used in investing activities
|
—
|
|
|
(48.3
|
)
|
|
(971.0
|
)
|
|
—
|
|
|
(1,019.3
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from long-term borrowings
|
—
|
|
|
1,498.0
|
|
|
—
|
|
|
—
|
|
|
1,498.0
|
|
|||||
Financing fees
|
—
|
|
|
(14.5
|
)
|
|
—
|
|
|
—
|
|
|
(14.5
|
)
|
|||||
Dividends paid on common stock
|
(129.1
|
)
|
|
(859.0
|
)
|
|
(129.0
|
)
|
|
988.0
|
|
|
(129.1
|
)
|
|||||
Dividends to/from affiliates
|
859.0
|
|
|
129.0
|
|
|
—
|
|
|
(988.0
|
)
|
|
—
|
|
|||||
Distributions to/from noncontrolling interest
|
—
|
|
|
14.3
|
|
|
(88.0
|
)
|
|
—
|
|
|
(73.7
|
)
|
|||||
Purchases of treasury stock
|
(1,409.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,409.1
|
)
|
|||||
Acquisitions of noncontrolling interests in CFL
|
—
|
|
|
(364.9
|
)
|
|
(553.8
|
)
|
|
—
|
|
|
(918.7
|
)
|
|||||
Issuances of common stock under employee stock plans
|
10.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.3
|
|
|||||
Excess tax benefit from stock-based compensation
|
13.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.5
|
|
|||||
Other—net
|
648.4
|
|
|
(941.2
|
)
|
|
335.8
|
|
|
—
|
|
|
43.0
|
|
|||||
Net cash used in financing activities
|
(7.0
|
)
|
|
(538.3
|
)
|
|
(435.0
|
)
|
|
—
|
|
|
(980.3
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(31.3
|
)
|
|
—
|
|
|
(31.3
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
0.1
|
|
|
(420.4
|
)
|
|
(143.8
|
)
|
|
—
|
|
|
(564.1
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
440.8
|
|
|
1,834.1
|
|
|
—
|
|
|
2,274.9
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
0.1
|
|
|
$
|
20.4
|
|
|
$
|
1,690.3
|
|
|
$
|
—
|
|
|
$
|
1,710.8
|
|
Plan Category
|
Number of securities
to be issued upon exercise of outstanding options, warrants and rights |
|
Weighted-average
exercise price of outstanding options, warrants and rights |
|
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) |
||||
Equity compensation plans approved by security holders
|
3,456,933
|
|
|
$
|
43.21
|
|
|
13,090,350
|
|
Equity compensation plans not approved by security holders
|
197,385
|
|
|
$
|
16.83
|
|
|
—
|
|
Total
|
3,654,318
|
|
|
$
|
41.79
|
|
|
13,090,350
|
|
(a)
|
Documents filed as part of this report:
|
|
|
|
CF INDUSTRIES HOLDINGS, INC.
|
|
Date:
|
February 25, 2016
|
|
By:
|
/s/ W. ANTHONY WILL
|
|
|
|
|
W. Anthony Will
President and Chief Executive Officer
|
Signature
|
|
Title(s)
|
|
Date
|
|
|
|
|
|
/s/ W. ANTHONY WILL
|
|
President and Chief Executive Officer,
Director
(Principal Executive Officer)
|
|
February 25, 2016
|
W. Anthony Will
|
|
|
||
|
|
|
|
|
/s/ DENNIS P. KELLEHER
|
|
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
|
February 25, 2016
|
Dennis P. Kelleher
|
|
|
||
|
|
|
|
|
/s/ RICHARD A. HOKER
|
|
Vice President and Corporate Controller
(Principal Accounting Officer)
|
|
February 25, 2016
|
Richard A. Hoker
|
|
|
||
|
|
|
|
|
/s/ STEPHEN A. FURBACHER
|
|
Chairman of the Board
|
|
February 25, 2016
|
Stephen A. Furbacher
|
|
|
||
|
|
|
|
|
/s/ ROBERT C. ARZBAECHER
|
|
Director
|
|
February 25, 2016
|
Robert C. Arzbaecher
|
|
|
||
|
|
|
|
|
/s/ WILLIAM DAVISSON
|
|
Director
|
|
February 25, 2016
|
William Davisson
|
|
|
||
|
|
|
|
|
/s/ STEPHEN J. HAGGE
|
|
Director
|
|
February 25, 2016
|
Stephen J. Hagge
|
|
|
||
|
|
|
|
|
/s/ JOHN D. JOHNSON
|
|
Director
|
|
February 25, 2016
|
John D. Johnson
|
|
|
||
|
|
|
|
|
/s/ ROBERT G. KUHBACH
|
|
Director
|
|
February 25, 2016
|
Robert G. Kuhbach
|
|
|
||
|
|
|
|
|
/s/ ANNE P. NOONAN
|
|
Director
|
|
February 25, 2016
|
Anne P. Noonan
|
|
|
|
|
|
|
|
|
|
/s/ EDWARD A SCHMITT
|
|
Director
|
|
February 25, 2016
|
Edward A. Schmitt
|
|
|
||
|
|
|
|
|
/s/ THERESA E. WAGLER
|
|
Director
|
|
February 25, 2016
|
Theresa E. Wagler
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
2.1
|
|
Agreement and Plan of Merger, dated as of July 21, 2005, by and among CF Industries Holdings, Inc., CF Merger Corp. and CF Industries, Inc. (incorporated by reference to Exhibit 2.1 to Amendment No. 3 to CF Industries Holdings, Inc.'s Registration Statement on Form S-1 filed with the SEC on July 26, 2005, File No. 333-124949)
|
|
|
|
2.2
|
|
Agreement and Plan of Merger, dated as of March 12, 2010, by and among CF Industries Holdings, Inc., Composite Merger Corporation and Terra Industries Inc. (incorporated by reference to Exhibit 2.1 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on March 12, 2010, File No. 001-32597)
|
|
|
|
2.3
|
|
Purchase and Sale Agreement, dated August 2, 2012, between CF Industries Holdings, Inc. and Glencore International plc (incorporated by reference to Exhibit 2.1 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on August 6, 2012, File No. 001-32597)
|
|
|
|
2.4
|
|
Asset Purchase Agreement, dated October 28, 2013, among CF Industries Holdings, Inc., CF Industries, Inc. and The Mosaic Company (incorporated by reference to Exhibit 2.1 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on November 1, 2013, File No. 001-32597)
|
|
|
|
2.5
|
|
Combination Agreement, dated August 6, 2015, by and among CF Industries Holdings, Inc., Darwin Holdings Limited, Beagle Merger Company LLC and OCI N.V. (incorporated by reference to Exhibit 2.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on August 12, 2015, File No. 001-32597)
|
|
|
|
2.6
|
|
Amendment No. 1 to the Combination Agreement, dated November 6, 2015, by and among CF Industries Holdings, Inc., Darwin Holdings Limited, Beagle Merger Company LLC and OCI N.V. (incorporated by reference to Exhibit 2.2 to CF B.V.’s Registration Statement on Form S-4 filed with the SEC on November 6, 2015, File No. 333-207847)
|
|
|
|
2.7
|
|
Second Amendment to the Combination Agreement, dated December 20, 2015, by and among CF Industries Holdings, Inc., Darwin Holdings Limited, Beagle Merger Company LLC, OCI N.V., CF B.V. and Finch Merger Company LLC (incorporated by reference to Exhibit 2.1 to CF Holdings' Current Report on Form 8-K filed with the SEC on December 23, 2015, File No. 001-32597)
|
|
|
|
2.8
|
|
Second Amendment to the Shareholders' Agreement, dated December 20, 2015, by and among Darwin Holdings Limited, OCI N.V., CF B.V., Capricorn Capital B.V., Leo Capital B.V., and Aquarius Investments B.V. (incorporated by reference to Exhibit 2.2 to CF Holdings' Current Report on Form 8-K filed with the SEC on December 23, 2015, File No. 001-32597)
|
|
|
|
2.9
|
|
Irrevocable Undertaking, dated August 6, 2015, by and among CF Industries Holdings, Inc., OCI N.V. and Capricorn Capital B.V. (incorporated by reference to Exhibit 2.3 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on August 12, 2015, File No. 001-32597)
|
|
|
|
2.10
|
|
Amendment No. 1 to the Irrevocable Undertaking, dated November 6, 2015, by and among CF Industries Holdings, Inc., OCI N.V. and Capricorn Capital B.V. (incorporated by reference to Exhibit 2.6 to CF B.V.’s Registration Statement on Form S-4 filed with the SEC on November 6, 2015, File No. 333-207847)
|
|
|
|
2.11
|
|
Irrevocable Undertaking, dated August 6, 2015, by and among CF Industries Holdings, Inc., OCI N.V. and Leo Capital B.V. (incorporated by reference to Exhibit 2.4 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on August 12, 2015, File No. 001-32597)
|
|
|
|
2.12
|
|
Irrevocable Undertaking, dated August 6, 2015, by and among CF Industries Holdings, Inc., OCI N.V. and Aquarius Investments B.V. (incorporated by reference to Exhibit 2.5 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on August 12, 2015, File No. 001-32597)
|
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
2.13
|
|
Second Amended and Restated Limited Liability Company Agreement of CF Industries Nitrogen, LLC, dated as of December 18, 2015, by and between CF Industries Sales, LLC and CHS Inc. (incorporated by reference to Exhibit 2.1 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on December 21, 2015, File No. 001-32597) *
|
|
|
|
3.1
|
|
Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 4.1 to CF Industries Holdings, Inc.'s Registration Statement on Form S-8 filed with the SEC on May 14, 2014, File No. 333-195936)
|
|
|
|
3.2
|
|
Fourth Amended and Restated Bylaws of CF Industries Holdings, Inc., effective October 14, 2015 (incorporated by reference to Exhibit 3.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on October 16, 2015, File No. 001-32597)
|
|
|
|
4.1
|
|
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to CF Industries Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2015, File No. 001-32597)
|
|
|
|
4.2
|
|
Indenture, dated as of April 23, 2010, among CF Industries, Inc., CF Industries Holdings, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to CF Industries Holding, Inc.'s Current Report on Form 8-K filed with the SEC on April 27, 2010, File No. 001-32597)
|
|
|
|
4.3
|
|
First Supplemental Indenture, dated as of April 23, 2010, among CF Industries, Inc., CF Industries Holdings, Inc. and the other guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to CF Industries, Inc.'s 6.875% Senior Notes due 2018 (includes form of note) (incorporated by reference to Exhibit 4.2 to CF Industries Holding, Inc.'s Current Report on Form 8-K filed with the SEC on April 27, 2010, File No. 001-32597)
|
|
|
|
4.4
|
|
Second Supplemental Indenture, dated as of April 23, 2010, among CF Industries, Inc., CF Industries Holdings, Inc. and the other guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to CF Industries, Inc.'s 7.125% Senior Notes due 2020 (includes form of note) (includes form of note) (incorporated by reference to Exhibit 4.3 to CF Industries Holding, Inc.'s Current Report on Form 8-K filed with the SEC on April 27, 2010, File No. 001-32597)
|
|
|
|
4.5
|
|
Indenture, dated as of May 23, 2013, among CF Industries, Inc., CF Industries Holdings, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to CF Industries Holding, Inc.'s Current Report on Form 8-K filed with the SEC on May 23, 2013, File No. 001-32597)
|
|
|
|
4.6
|
|
First Supplemental Indenture, dated as of May 23, 2013, among CF Industries, Inc., CF Industries Holdings, Inc. and Wells Fargo Bank, National Association, as trustee, relating to CF Industries, Inc.'s 3.450% Senior Notes due 2023 (includes form of note) (incorporated by reference to Exhibit 4.2 to CF Industries Holding, Inc.'s Current Report on Form 8-K filed with the SEC on May 23, 2013, File No. 001-32597)
|
|
|
|
4.7
|
|
Second Supplemental Indenture, dated as of May 23, 2013, among CF Industries, Inc., CF Industries Holdings, Inc. and Wells Fargo Bank, National Association, as trustee, relating to CF Industries, Inc.'s 4.950% Senior Notes due 2043 (includes form of note) (incorporated by reference to Exhibit 4.3 to CF Industries Holding, Inc.'s Current Report on Form 8-K filed with the SEC on May 23, 2013, File No. 001-32597)
|
|
|
|
4.8
|
|
Third Supplemental Indenture, dated as of March 11, 2014, among CF Industries, Inc., CF Industries Holdings, Inc. and Wells Fargo Bank, National Association, as trustee, relating to CF Industries, Inc.'s 5.150% Senior Notes due 2034 (includes form of note) (incorporated by reference to Exhibit 4.2 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on March 11, 2014, File No. 001-32597)
|
|
|
|
4.9
|
|
Fourth Supplemental Indenture, dated as of March 11, 2014, among CF Industries, Inc., CF Industries Holdings, Inc. and Wells Fargo Bank, National Association, as trustee, relating to CF Industries, Inc.'s 5.375% Senior Notes due 2044 (includes form of note) (incorporated by reference to Exhibit 4.3 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on March 11, 2014, File No. 001-32597)
|
|
|
|
4.10
|
|
Note Purchase Agreement, dated September 24, 2015, among CF Industries Holdings, Inc., CF Industries, Inc. and the Purchasers party thereto (incorporated by reference to Exhibit 4.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on September 30, 2015, File No. 001-32597)
|
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
4.11
|
|
First Amendment, dated as of December 20, 2015, to the Note Purchase Agreement dated September 24, 2015, among CF Industries Holdings, Inc., CF Industries, Inc. and the noteholders party thereto (incorporated by reference to Exhibit 4.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on December 21, 2015, File No. 001-32597)
|
|
|
|
10.1
|
|
Change in Control Severance Agreement, effective as of April 29, 2005, and amended and restated as of July 24, 2007, by and among CF Industries, Inc., CF Industries Holdings, Inc. and Douglas C. Barnard (incorporated by reference to Exhibit 10.3 to CF Industries Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2007, File No. 001-32597)**
|
|
|
|
10.2
|
|
Change in Control Severance Agreement, effective as of September 1, 2009, amended as of October 20, 2010, and amended further and restated as of February 17, 2014, by and between CF Industries Holdings, Inc. and Christopher D. Bohn (incorporated by reference to Exhibit 10.3 to CF Industries Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 27, 2014, File No. 001-32597)**
|
|
|
|
10.3
|
|
Change in Control Severance Agreement, effective as of November 21, 2008, by and between CF Industries Holdings, Inc. and Bert A. Frost (incorporated by reference to Exhibit 10.11 to CF Industries Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 26, 2009, File No. 001-32597)**
|
|
|
|
10.4
|
|
Change in Control Severance Agreement, effective as of November 19, 2007 and amended and restated as of March 6, 2009, by and between CF Industries Holdings, Inc. and Richard A. Hoker (incorporated by reference to Exhibit (e)(9) to CF Industries Holdings, Inc.'s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on March 23, 2009, File No. 005-80934)**
|
|
|
|
10.5
|
|
Change in Control Severance Agreement, effective as of August 22, 2011, amended as of April 27, 2012, and amended further and restated as of February 17, 2014, by and between CF Industries Holdings, Inc. and Dennis P. Kelleher (incorporated by reference to Exhibit 99.2 to CF Industries Holding, Inc.'s Current Report on Form 8-K filed with the SEC on February 20, 2014, File No. 001-32597**
|
|
|
|
10.6
|
|
Change in Control Severance Agreement, effective as of August 1, 2007 and amended and restated as of March 6, 2009, by and between CF Industries Holdings, Inc. and Wendy S. Jablow Spertus (incorporated by reference to Exhibit (e)(8) to CF Industries Holdings, Inc.'s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on March 23, 2009, File No. 005-80934)**
|
|
|
|
10.7
|
|
Change in Control Severance Agreement, effective as of April 29, 2005 and amended and restated as of July 24, 2007, by and among CF Industries, Inc., CF Industries Holdings, Inc. and Philipp P. Koch (incorporated by reference to Exhibit 10.5 to CF Industries Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2007, File No. 001-32597)**
|
|
|
|
10.8
|
|
Change in Control Severance Agreement, effective as of April 24, 2007, amended as of July 24, 2007, and amended further and restated as of February 17, 2014, by and between CF Industries Holdings, Inc. and W. Anthony Will (incorporated by reference to Exhibit 99.1 to CF Industries Holding, Inc.'s Current Report on Form 8-K filed with the SEC on February 20, 2014, File No. 001-32597)**
|
|
|
|
10.9
|
|
Change in Control Severance Agreement, effective as of July 25, 2013, by and between CF Industries Holdings, Inc. and Adam L. Hall (incorporated by reference to Exhibit 10.10 to CF Industries Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 27, 2014, File No. 001-32597)**
|
|
|
|
10.10
|
|
Form of Amendment to Change in Control Severance Agreement (incorporated by reference to Exhibit 10.3 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on December 24, 2015, File No. 001-32597)**
|
|
|
|
10.11
|
|
Form of Indemnification Agreement with Officers and Directors (incorporated by reference to Exhibit 10.10 to Amendment No. 2 to CF Industries Holdings, Inc.'s Registration Statement on Form S-1 filed with the SEC on July 20, 2005, File No. 333-124949)**
|
|
|
|
10.12
|
|
CF Industries Holdings, Inc. 2005 Equity and Incentive Plan, amended as of December 13, 2007 (incorporated by reference to Exhibit 10.15 to CF Industries Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 27, 2008, File No. 001-32597)**
|
|
|
|
10.13
|
|
CF Industries Holdings, Inc. 2009 Equity and Incentive Plan (incorporated by reference to Appendix A to CF Industries Holdings, Inc.'s Definitive Proxy Statement on Schedule 14A filed with the SEC on March 16, 2009, File No. 001-32597)**
|
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
10.14
|
|
CF Industries Holdings, Inc. 2014 Equity and Incentive Plan (incorporated by reference to Appendix C to CF Industries Holdings, Inc.’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 3, 2014, File No. 001-32597)**
|
|
|
|
10.15
|
|
CF Industries Holdings, Inc. Supplemental Benefit and Deferral Plan (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on October 20, 2014, File No. 001-32597)**
|
|
|
|
10.16
|
|
Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.12 to Amendment No. 3 to CF Industries Holdings, Inc.'s Registration Statement on Form S-1 filed with the SEC on July 26, 2005, File No. 333-124949)**
|
|
|
|
10.17
|
|
Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.19 to CF Industries Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 27, 2008, File No. 001-32597)**
|
|
|
|
10.18
|
|
Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.6 to CF Industries Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on August 3, 2009, File No. 001-32597)**
|
|
|
|
10.19
|
|
Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.17 to CF Industries Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 27, 2014, File No. 001-32597)**
|
|
|
|
10.20
|
|
Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.2 to CF Industries Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2014, File No. 001-32597)**
|
|
|
|
10.21
|
|
Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.2 to CF Industries Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2015, File No. 001-32597)**
|
|
|
|
10.22
|
|
Form of Amendment to Non-Qualified Stock Option Award Agreements (incorporated by reference to Exhibit 10.5 to CF Industries Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2015, File No. 001-32597)**
|
|
|
|
10.23
|
|
Form of Non-Qualified Stock Option Award Agreement**
|
|
|
|
10.24
|
|
Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.7 to CF Industries Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on August 3, 2009, File No. 001-32597)**
|
|
|
|
10.25
|
|
Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.19 to CF Industries Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 27, 2014, File No. 001-32597)**
|
|
|
|
10.26
|
|
Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2014, File No. 001-32597)**
|
|
|
|
10.27
|
|
Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3 to CF Industries Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2015, File No. 001-32597)**
|
|
|
|
10.28
|
|
Form of Restricted Stock Unit Award Agreement**
|
EXHIBIT NO.
|
|
DESCRIPTION
|
10.29
|
|
Form of Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.20 to CF Industries Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 27, 2014, File No. 001-32597)**
|
|
|
|
10.30
|
|
Form of Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3 to CF Industries Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2014, File No. 001-32597)**
|
|
|
|
10.31
|
|
Form of Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 to CF Industries Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2015, File No. 001-32597)**
|
|
|
|
10.32
|
|
Form of Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on August 6, 2015, File No. 001-32597)**
|
|
|
|
10.33
|
|
Form of Performance Restricted Stock Unit Award Agreement**
|
|
|
|
10.34
|
|
Form of Non-Employee Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.3 to CF Industries Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2014, File No. 001-32597)**
|
|
|
|
10.35
|
|
Form of Executive Excise Tax and Waiver Agreement (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on December 24, 2015, File No. 001-32597)**
|
|
|
|
10.36
|
|
Letter Agreement between Philipp P. Koch and CF Industries Holdings, Inc. (incorporated by reference to Exhibit 10.2 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on December 24, 2015, File No. 001-32597)**
|
|
|
|
10.37
|
|
Commitment Letter, dated August 6, 2015, by and among Morgan Stanley Senior Funding, Inc., Goldman Sachs Bank USA and CF Industries Holdings, Inc. (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on August 12, 2015, File No. 001-32597)
|
|
|
|
10.38
|
|
Third Amended and Restated Revolving Credit Agreement, dated as of September 18, 2015, among CF Industries Holdings, Inc., the borrowers from time to time party thereto, the lenders from time to time party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and Morgan Stanley Bank, N.A., Goldman Sachs Bank USA, Bank of Montreal, Royal Bank of Canada, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Wells Fargo Bank, National Association, as issuing banks (incorporated by reference to Exhibit 10.2 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on September 23, 2015, File No. 001-32597)
|
|
|
|
10.39
|
|
Amendment No. 1, dated as of December 20, 2015, to the Third Amended and Restated Revolving Credit Agreement among CF Industries Holdings, Inc., CF Industries, Inc., the lenders party thereto, the issuing banks party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated by reference to Exhibit 10.2 to CF Holdings' Current Report on Form 8-K filed with the SEC on December 21, 2015, File No. 001-32597)
|
|
|
|
10.40
|
|
364-Day Bridge Credit Agreement, dated as of September 18, 2015, among CF Industries Holdings, Inc., the borrowers from time to time party thereto, the lenders from time to time party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on September 23, 2015, File No. 001-32597)
|
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
10.41
|
|
Amendment No. 1, dated as of December 20, 2015, to the 364-Day Bridge Credit Agreement among CF Industries Holdings, Inc., CF Industries, Inc., the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated by reference to Exhibit 10.1 to CF Holdings' Current Report on Form 8-K filed with the SEC on December 21, 2015, File No. 001-32597)
|
|
|
|
10.42
|
|
Amended and Restated Nitrogen Fertilizer Purchase Agreement, dated December 18, 2015, by and between CF Industries Nitrogen, LLC and CHS Inc. (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on December 18, 2015, File No. 001-32597) *
|
|
|
|
12
|
|
Ratio of earnings to fixed charges
|
|
|
|
21
|
|
Subsidiaries of the registrant
|
|
|
|
23
|
|
Consent of KPMG LLP, independent registered public accounting firm
|
|
|
|
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 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.2
|
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101
|
|
The following financial information from CF Industries Holdings, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (1) Consolidated Statements of Operations, (2) Consolidated Statements of Comprehensive Income, (3) Consolidated Balance Sheets, (4) Consolidated Statements of Equity, (5) Consolidated Statements of Cash Flows and (6) the Notes to Consolidated Financial Statements
|
*
|
Portions omitted pursuant to an order granting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
|
**
|
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.
|
1.
|
NOTICE OF STOCK OPTION GRANT
|
2.
|
AGREEMENT
|
a.
|
Grant of Option
.
|
b.
|
Exercise of Option
.
|
c.
|
Withholding
.
|
d.
|
Non-Transferability of Option
.
|
e.
|
Term of Option/Termination of Employment or Service
.
|
f.
|
Entire Agreement; Governing Law
.
|
g.
|
No Guarantee of Continued Service.
|
|
|
|
OPTIONEE
|
|
CF INDUSTRIES HOLDINGS, INC.
|
|
|
|
|
|
|
Signature
|
|
By: Wendy S. Jablow
|
|
|
Title: Sr. Vice President, Human Resources
|
|
|
|
GRANTEE
|
|
CF INDUSTRIES HOLDINGS, INC.
|
|
|
|
|
|
|
<first_name> <last_name>
|
|
By: Wendy S. Jablow
|
<address_1>
<city>, <state> <zip>
|
|
Title: Sr. Vice President, Human Resources
|
GRANTEE
|
|
CF INDUSTRIES HOLDINGS, INC.
|
|
|
|
<first_name> <last_name>
|
|
By: Wendy S. Jablow
|
<address_1>
<city>, <state> <zip>
|
|
Title: Sr. Vice President, Human Resources
|
1.
|
The initial performance measurement shall be based on the Total Shareholder Return (or “TSR”) with respect to a share of Stock as compared to the Total Shareholder Return of the S&P 500, in each case over the three year period commencing on January 1 of the year in which the Grant Date occurs (the “Performance Period”). The companies constituting the Standard & Poor’s 500 Index (the “Index”) as of the beginning of the Performance Period will be compared with the companies in the Index at the end of such Performance Period and only those companies that are in the Index at both times will be included in the S&P 500 for purposes of the comparison. The chart below shows the portion of the total number of Performance Restricted Stock Units that will vest based on the Total Shareholder Return measurement:
|
Level
|
|
Company TSR Relative to TSR of S&P 500
|
|
PSUs to vest (% of target payout for Award)
|
|
|
|
|
|
|
|
Threshold
|
|
25th Percentile
|
|
50
|
%
|
Target
|
|
50th Percentile
|
|
100
|
%
|
Maximum
|
|
75th Percentile or better
|
|
200
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of the Performance Period) + Amount of Dividends Paid
stock price at the beginning of the Performance Period
|
2.
|
The number of Performance Restricted Stock Units which vest based on the initial TSR calculation shall then be adjusted based upon the Company’s TSR, ranked against the TSR achieved by the members of the TSR Comparator Group identified below, in accordance with the following:
|
Company Ranking
|
|
Percentage Increase or Decrease to Number of PSUs
|
|
|
|
1st
|
|
+20%
|
2nd or 3rd
|
|
+10%
|
4th or 5th
|
|
No modification
|
6th or 7th
|
|
-10%
|
8th
|
|
-20%
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
||||||||||||||||||
(Dollars in millions)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pretax income from continuing operations
|
|
$
|
1,057.6
|
|
|
$
|
2,187.3
|
|
|
$
|
2,209.7
|
|
|
$
|
2,829.5
|
|
|
$
|
2,645.6
|
|
Plus:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
|
343.7
|
|
|
312.3
|
|
|
264.0
|
|
|
232.3
|
|
|
229.7
|
|
|||||
Distributed income of equity investees
|
|
47.9
|
|
|
78.9
|
|
|
59.5
|
|
|
109.8
|
|
|
130.2
|
|
|||||
Amortization of capitalized interest
|
|
2.4
|
|
|
1.3
|
|
|
4.1
|
|
|
4.1
|
|
|
3.9
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Preference security dividends of Terra Nitrogen Company, L.P.
|
|
(45.0
|
)
|
|
(46.0
|
)
|
|
(66.2
|
)
|
|
(77.8
|
)
|
|
(64.1
|
)
|
|||||
Capitalized interest
|
|
(154.5
|
)
|
|
(74.2
|
)
|
|
(26.8
|
)
|
|
(9.3
|
)
|
|
(7.9
|
)
|
|||||
Earnings for fixed charge coverage ratio
|
|
$
|
1,252.1
|
|
|
$
|
2,459.6
|
|
|
$
|
2,444.3
|
|
|
$
|
3,088.6
|
|
|
$
|
2,937.4
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expensed (a)
|
|
$
|
133.2
|
|
|
$
|
178.2
|
|
|
$
|
152.2
|
|
|
$
|
135.3
|
|
|
$
|
147.2
|
|
Capitalized interest
|
|
154.5
|
|
|
74.2
|
|
|
26.8
|
|
|
9.3
|
|
|
7.9
|
|
|||||
Estimated interest in rent expense (b)
|
|
11.0
|
|
|
13.9
|
|
|
18.8
|
|
|
9.9
|
|
|
10.5
|
|
|||||
Preference security dividends of Terra Nitrogen Company, L.P.
|
|
45.0
|
|
|
46.0
|
|
|
66.2
|
|
|
77.8
|
|
|
64.1
|
|
|||||
|
|
$
|
343.7
|
|
|
$
|
312.3
|
|
|
$
|
264.0
|
|
|
$
|
232.3
|
|
|
$
|
229.7
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
|
3.6
|
|
x
|
7.9
|
|
x
|
9.3
|
|
x
|
13.3
|
|
x
|
12.8
|
|
Name of Subsidiary
(1)
|
|
Jurisdiction of Incorporation or Organization
|
|
Percentage Held by CF
(2)
|
|
Canadian Fertilizers Limited
|
|
Alberta, Canada
|
|
|
|
CF Chemicals Ltd.
|
|
Canada
|
|
|
|
CF Fertilisers UK Group Limited
|
|
United Kingdom
|
|
|
|
CF Fertilisers UK Limited
|
|
United Kingdom
|
|
|
|
CF Global Holding Company Inc.
|
|
Delaware
|
|
|
|
CF Industries (Barbados) SRL
|
|
Barbados
|
|
|
|
CF Industries Canada Investment ULC
|
|
Alberta, Canada
|
|
|
|
CF Industries Employee Services, LLC
|
|
Delaware
|
|
|
|
CF Industries Enterprises, Inc.
|
|
Delaware
|
|
|
|
CF Industries, Inc.
|
|
Delaware
|
|
|
|
CF Industries International Holdings Luxembourg s. a. r. l.
|
|
Luxembourg
|
|
|
|
CF Industries Luxembourg s. a. r. l.
|
|
Luxembourg
|
|
|
|
CF Industries Nitrogen, LLC
|
|
Delaware
|
|
|
|
CF Industries Peru S.A.C.
|
|
Lima, Peru
|
|
|
|
CF Industries Properties LLC
|
|
Delaware
|
|
|
|
CF Industries Sales, LLC
|
|
Delaware
|
|
|
|
CF Industries (UK) Limited
|
|
United Kingdom
|
|
|
|
CF Nitrogen Trinidad Limited
|
|
Trinidad and Tobago
|
|
|
|
CF Partners (Canada) LP
|
|
Alberta, Canada
|
|
|
|
CFK Holdings, Inc.
|
|
Delaware
|
|
|
|
Oklahoma CO2 Partnership
|
|
Oklahoma
|
|
37.784
|
%
|
Point Lisas Nitrogen Limited
|
|
Trinidad and Tobago
|
|
50
|
%
|
Terra Environmental Technologies LLC
|
|
Delaware
|
|
|
|
Terra International (Canada) Inc.
|
|
Canada
|
|
|
|
Terra International (Oklahoma) Inc.
|
|
Delaware
|
|
|
|
Terra Investment Fund II LLC
|
|
Oklahoma
|
|
|
|
Terra Investment Fund LLC
|
|
Oklahoma
|
|
|
|
Terra LP Holdings LLC
|
|
Delaware
|
|
|
|
Terra Nitrogen Company, L.P.
|
|
Delaware
|
|
75.321
|
%
|
Terra Nitrogen GP Inc.
|
|
Delaware
|
|
|
|
Terra Nitrogen, Limited Partnership
|
|
Delaware
|
|
75.568
|
%
|
1.
|
I have reviewed this Annual Report on Form 10-K of CF Industries Holdings, Inc.;
|
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
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(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
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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
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of CF Industries Holdings, Inc.;
|
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/ DENNIS P. KELLEHER
|
|
|
|
Dennis P. Kelleher
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ W. ANTHONY WILL
|
|
|
W. Anthony Will
President and Chief Executive Officer,
(Principal Executive Officer)
|
|
|
Date:
|
February 25, 2016
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ DENNIS P. KELLEHER
|
|
|
Dennis P. Kelleher
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
Date:
|
February 25, 2016
|
|