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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, 2016
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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
Preferred Stock Purchase Rights
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New York Stock Exchange
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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•
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four U.S. nitrogen fertilizer manufacturing facilities, located in Donaldsonville, Louisiana (the largest nitrogen fertilizer complex in the world); Port Neal, Iowa; Yazoo City, Mississippi; and Woodward, Oklahoma. These facilities are owned by CF Industries Nitrogen, LLC (CFN), in which we own a majority equity interest and CHS Inc. (CHS) owns a minority equity interest. See Note
17—Noncontrolling Interests
for additional information on our strategic venture with CHS;
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•
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an approximately
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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two Canadian nitrogen fertilizer manufacturing facilities, located in Medicine Hat, Alberta (the largest nitrogen fertilizer complex in Canada) and Courtright, Ontario;
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two United Kingdom nitrogen manufacturing complexes, located in Ince and Billingham;
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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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2016
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2015
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2014
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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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(tons in thousands; dollars in millions)
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Nitrogen Product Segments
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Ammonia
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2,874
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$
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981
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2,995
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$
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1,523
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2,969
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$
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1,576
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Granular urea
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3,597
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831
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2,460
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788
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2,459
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915
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UAN
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6,681
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1,196
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5,865
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1,480
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6,092
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1,670
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AN
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2,151
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411
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1,290
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294
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958
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243
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Other
(1)
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1,654
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266
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1,108
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223
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798
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171
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Total
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16,957
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$
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3,685
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13,718
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$
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4,308
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13,276
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$
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4,575
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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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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)
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4,335
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1,390
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3,255
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2,835
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—
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—
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Medicine Hat, Alberta
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1,230
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770
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—
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810
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—
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—
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Port Neal, Iowa
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1,230
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110
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800
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1,400
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—
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—
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Verdigris, Oklahoma
(7)(8)
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1,210
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430
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1,955
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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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130
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810
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45
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—
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—
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Yazoo City, Mississippi
(8)(9)
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570
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—
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160
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50
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1,035
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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.
(11)
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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.
(8)(10)
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595
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310
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—
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—
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625
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—
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10,530
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3,425
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7,325
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5,300
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2,235
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385
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Unconsolidated Affiliate
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Point Lisas, Trinidad
(12)
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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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10,890
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3,785
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7,325
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5,300
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2,235
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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 Woodward, Yazoo City and Courtright facilities and as either granular urea or urea liquor from the Port Neal 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 Donaldsonville facility capacities present an estimated production mix. This facility is capable of producing between 2.4 million and 3.3 million tons of granular urea and between 1.2 million and 4.3 million tons of UAN annually.
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(7)
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Represents 100% of the capacity of this facility.
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(8)
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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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(9)
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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 900,000 tons.
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(10)
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Production of urea products at the Courtright facility can be increased by reducing UAN production.
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(11)
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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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(12)
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Represents our 50% interest in the capacity of PLNL.
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December 31,
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2016
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2015
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2014
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(tons in thousands)
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Ammonia
(1)
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8,307
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7,673
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7,011
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Granular urea
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3,368
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2,520
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2,347
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UAN (32%)
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6,698
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5,888
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5,939
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AN
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1,845
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1,283
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950
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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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Tons
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Net Sales
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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
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MAP
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115
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41
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Total
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487
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$
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168
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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
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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)
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Number of
Facilities
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Capacity
(000 Tons)
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Plants
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9
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571
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5
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447
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6
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530
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3
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249
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Terminal and Warehouse Locations
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Owned
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22
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810
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1
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200
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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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4
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130
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1
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9
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55
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576
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—
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—
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Total In-Market
|
26
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940
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2
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209
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63
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795
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—
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—
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Total Storage Capacity
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1,511
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656
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1,325
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249
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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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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 not to 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, 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 Revolving Credit Agreement, 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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restrict our investments in our subsidiaries, which could limit our ability to fund certain of our businesses;
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•
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restrict our ability to dispose of assets or otherwise restrict our use of funds from the disposal of assets;
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•
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restrict our ability to pay dividends on our common stock or utilize excess cash to repurchase shares of our common stock;
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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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incur additional indebtedness or guarantee indebtedness;
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•
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pay dividends on, repurchase or make distributions in respect of their capital stock or make other restricted payments;
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•
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make certain investments or acquisitions;
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•
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sell, transfer or otherwise convey certain assets;
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•
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create liens;
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•
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consolidate, merge, sell or otherwise dispose of all or substantially all of our and our restricted subsidiaries’ assets; and
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•
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prepay certain kinds of indebtedness.
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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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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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the volatility of natural gas prices in North America and Europe;
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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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our ability to manage our indebtedness;
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operating and financial restrictions imposed on us by the agreements governing our senior secured indebtedness;
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•
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risks associated with our incurrence of additional indebtedness;
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•
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our ability to maintain compliance with covenants under the agreements governing our indebtedness;
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•
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downgrades of our credit ratings;
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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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risks associated with our ability to utilize our tax net operating losses and other tax assets, including the risk that the use of such tax benefits is limited by an "ownership change;"
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•
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risks associated with changes in tax laws and disagreements with taxing authorities;
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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 greenhouse gas 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 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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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; and
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•
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deterioration of global market and economic conditions.
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Sales Prices
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Dividends
per Share |
||||||||
2016
|
High
|
|
Low
|
|
|||||||
First Quarter
|
$
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40.95
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|
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$
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26.10
|
|
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$
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0.30
|
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Second Quarter
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35.84
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|
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23.15
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|
|
0.30
|
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Third Quarter
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28.32
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|
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20.77
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|
|
0.30
|
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Fourth Quarter
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32.61
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|
|
22.00
|
|
|
0.30
|
|
|
Sales Prices
|
|
Dividends
per Share |
||||||||
2015
|
High
|
|
Low
|
|
|||||||
First Quarter
|
$
|
62.89
|
|
|
$
|
54.60
|
|
|
$
|
0.30
|
|
Second Quarter
|
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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|
|
43.88
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|
|
0.30
|
|
|||
Fourth Quarter
|
54.27
|
|
|
39.64
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|
|
0.30
|
|
|
Issuer Purchases of Equity Securities
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||||||||||||
Period
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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 |
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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, 2016 - October 31, 2016
|
—
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|
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$
|
—
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|
|
—
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|
|
$
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100,000
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|
November 1, 2016 - November 30, 2016
|
—
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|
|
—
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|
|
—
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100,000
|
|
||
December 1, 2016 - December 31, 2016
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
—
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents the authorized share repurchase program announced on August 6, 2014 that allowed management to repurchase common stock for a total expenditure of up to $1.0 billion through December 31, 2016 (the 2014 Program). See Note
18—Stockholders' Equity
for additional information about the 2014 program.
|
(2)
|
The $100 million of authorized share repurchases remaining under the 2014 Program expired on December 31, 2016.
|
|
Year ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
(1)
|
|
2014
(2)
|
|
2013
|
|
2012
|
||||||||||
|
(in millions, except per share amounts)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
$
|
3,685
|
|
|
$
|
4,308
|
|
|
$
|
4,743
|
|
|
$
|
5,475
|
|
|
$
|
6,104
|
|
Cost of sales
|
2,845
|
|
|
2,761
|
|
|
2,965
|
|
|
2,955
|
|
|
2,991
|
|
|||||
Gross margin
|
840
|
|
|
1,547
|
|
|
1,778
|
|
|
2,520
|
|
|
3,113
|
|
|||||
Selling, general and administrative expenses
|
174
|
|
|
170
|
|
|
152
|
|
|
166
|
|
|
152
|
|
|||||
Transaction costs
|
179
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other operating—net
|
208
|
|
|
92
|
|
|
53
|
|
|
(16
|
)
|
|
49
|
|
|||||
Total other operating costs and expenses
|
561
|
|
|
319
|
|
|
205
|
|
|
150
|
|
|
201
|
|
|||||
Gain on sale of phosphate business
|
—
|
|
|
—
|
|
|
750
|
|
|
—
|
|
|
—
|
|
|||||
Equity in (losses) earnings of operating affiliates
|
(145
|
)
|
|
(35
|
)
|
|
43
|
|
|
42
|
|
|
47
|
|
|||||
Operating earnings
|
134
|
|
|
1,193
|
|
|
2,366
|
|
|
2,412
|
|
|
2,959
|
|
|||||
Interest expense (income)—net
|
195
|
|
|
131
|
|
|
177
|
|
|
147
|
|
|
131
|
|
|||||
Loss on debt extinguishment
|
167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other non-operating—net
|
(2
|
)
|
|
4
|
|
|
2
|
|
|
55
|
|
|
(1
|
)
|
|||||
(Loss) earnings before income taxes and equity in earnings of non-operating affiliates
|
(226
|
)
|
|
1,058
|
|
|
2,187
|
|
|
2,210
|
|
|
2,829
|
|
|||||
Income tax (benefit) provision
|
(68
|
)
|
|
396
|
|
|
773
|
|
|
687
|
|
|
964
|
|
|||||
Equity in earnings of non-operating affiliates—net of taxes
|
—
|
|
|
72
|
|
|
23
|
|
|
10
|
|
|
58
|
|
|||||
Net (loss) earnings
|
(158
|
)
|
|
734
|
|
|
1,437
|
|
|
1,533
|
|
|
1,923
|
|
|||||
Less: Net earnings attributable to noncontrolling interests
|
119
|
|
|
34
|
|
|
47
|
|
|
68
|
|
|
75
|
|
|||||
Net (loss) earnings attributable to common stockholders
|
$
|
(277
|
)
|
|
$
|
700
|
|
|
$
|
1,390
|
|
|
$
|
1,465
|
|
|
$
|
1,848
|
|
Cash dividends declared per common share
|
$
|
1.20
|
|
|
$
|
1.20
|
|
|
$
|
1.00
|
|
|
$
|
0.44
|
|
|
$
|
0.32
|
|
Share and per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net (loss) earnings per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
(1.19
|
)
|
|
$
|
2.97
|
|
|
$
|
5.43
|
|
|
$
|
4.97
|
|
|
$
|
5.79
|
|
Diluted
|
(1.19
|
)
|
|
2.96
|
|
|
5.42
|
|
|
4.95
|
|
|
5.72
|
|
|||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
233.1
|
|
|
235.3
|
|
|
255.9
|
|
|
294.4
|
|
|
319.3
|
|
|||||
Diluted
|
233.1
|
|
|
236.1
|
|
|
256.7
|
|
|
296.0
|
|
|
323.3
|
|
|||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation, depletion and amortization
|
$
|
678
|
|
|
$
|
480
|
|
|
$
|
393
|
|
|
$
|
411
|
|
|
$
|
420
|
|
Capital expenditures
|
2,211
|
|
|
2,469
|
|
|
1,809
|
|
|
824
|
|
|
524
|
|
|
December 31,
|
||||||||||||||||||
|
2016
|
|
2015
(1)
|
|
2014
(2)
|
|
2013
|
|
2012
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
1,164
|
|
|
$
|
286
|
|
|
$
|
1,997
|
|
|
$
|
1,711
|
|
|
$
|
2,275
|
|
Total assets
(3)
|
15,131
|
|
|
12,683
|
|
|
11,200
|
|
|
10,574
|
|
|
10,122
|
|
|||||
Customer advances
|
42
|
|
|
162
|
|
|
325
|
|
|
121
|
|
|
381
|
|
|||||
Total debt
(3)
|
5,778
|
|
|
5,537
|
|
|
4,538
|
|
|
3,054
|
|
|
1,570
|
|
|||||
Total equity
|
6,492
|
|
|
4,387
|
|
|
4,572
|
|
|
5,438
|
|
|
6,282
|
|
(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
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. See Note
4—Acquisitions and Divestitures
for additional information.
|
(3)
|
Total debt and total assets have been retroactively restated for the years ended December 31, 2015, 2014, 2013 and 2012 to reflect our adoption during fiscal year 2016 of Accounting Standards Update 2015-03, Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs, which resulted in the reclassification of deferred debt issuance costs from other assets to an offset of long-term debt on our consolidated balance sheets. See Note
3—New Accounting Standards
and Note
12—Financing Agreements
for additional information.
|
•
|
Overview of CF Holdings
|
•
|
Our Company
|
•
|
Industry Factors and Market Conditions
|
•
|
Items Affecting Comparability of Results
|
•
|
Financial Executive Summary
|
•
|
Results of Consolidated Operations
|
•
|
Year Ended
December 31, 2016
Compared to Year Ended
December 31, 2015
|
•
|
Year Ended
December 31, 2015
Compared to Year Ended
December 31, 2014
|
•
|
Operating Results by Business Segment
|
•
|
Liquidity and Capital Resources
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Critical Accounting Policies and Estimates
|
•
|
Recent Accounting Pronouncements
|
•
|
four U.S. nitrogen fertilizer manufacturing facilities, located in Donaldsonville, Louisiana (the largest nitrogen fertilizer complex in the world); Port Neal, Iowa; Yazoo City, Mississippi; and Woodward, Oklahoma. These facilities are owned by CF Industries Nitrogen, LLC (CFN), in which we own a majority equity interest and CHS Inc. (CHS) owns a minority equity interest. See Note
17—Noncontrolling Interests
to our consolidated financial statements included in Item 8 of this report for additional information on our strategic venture with CHS;
|
•
|
an approximately 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;
|
•
|
two Canadian nitrogen fertilizer manufacturing facilities, located in Medicine Hat, Alberta (the largest nitrogen fertilizer complex in Canada) and Courtright, Ontario;
|
•
|
two United Kingdom nitrogen manufacturing complexes, located in Ince and Billingham;
|
•
|
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.
|
•
|
A decline in Chinese nitrogen fertilizer operating rates due to rising production costs and lower global selling prices led to reduced Chinese urea supply availability in China and in international markets.
|
•
|
Higher global oil prices have resulted in higher effective natural gas prices in Europe and Russia, and this has contributed to increasing nitrogen fertilizer manufacturers' production costs in these regions.
|
•
|
Customers delayed purchasing into the fourth quarter of 2016, which reduced inventory levels in the supply chain. Increases in demand caused higher pricing as 2016 ended as customers began taking deliveries in anticipation of the 2017 spring application season.
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
|
Pre-Tax
|
After-Tax
|
|
Pre-Tax
|
After-Tax
|
|
Pre-Tax
|
After-Tax
|
||||||||||||
|
|
(in millions)
|
|||||||||||||||||||
Capacity Expansion Projects:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expansion project depreciation
|
(1)
|
$
|
116
|
|
$
|
73
|
|
|
$
|
13
|
|
$
|
8
|
|
|
$
|
—
|
|
$
|
—
|
|
Start-up costs - Donaldsonville / Port Neal expansion plants
|
(1)
|
52
|
|
32
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||
Expansion project expenses
|
(2)
|
73
|
|
46
|
|
|
51
|
|
32
|
|
|
31
|
|
19
|
|
||||||
Loss on foreign currency derivatives
|
(2)
|
—
|
|
—
|
|
|
22
|
|
13
|
|
|
38
|
|
24
|
|
||||||
Strategic Venture with CHS:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noncontrolling interest
|
(7)
|
93
|
|
93
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||
Loss on embedded derivative liability
|
(2)
|
23
|
|
14
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||
Debt Restructuring:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss on debt extinguishment
|
|
167
|
|
105
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||
Debt and revolver amendment fees
|
(3)
|
16
|
|
10
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||
Private Senior Notes arrangement fees
|
(4)
|
2
|
|
1
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||
CF Fertilisers UK Acquisition:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain on remeasurement of CF Fertilisers UK investment
|
(5)
|
—
|
|
—
|
|
|
(94
|
)
|
(94
|
)
|
|
—
|
|
—
|
|
||||||
Equity Method Investments:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Impairment of equity method investment in PLNL
|
(6)
|
134
|
|
134
|
|
|
62
|
|
62
|
|
|
—
|
|
—
|
|
||||||
Loss on sale of equity method investments
|
(5)
|
—
|
|
—
|
|
|
43
|
|
31
|
|
|
—
|
|
—
|
|
||||||
Transaction Costs and Termination of Agreement with OCI:
|
|
|
|
|
|
|
|
|
|||||||||||||
Transaction costs
|
|
179
|
|
96
|
|
|
57
|
|
37
|
|
|
—
|
|
—
|
|
||||||
Financing costs related to bridge loan commitment fee
|
(3)
|
28
|
|
18
|
|
|
6
|
|
4
|
|
|
—
|
|
—
|
|
||||||
Other Items:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized net mark-to-market (gain) loss on natural gas derivatives
|
(1)
|
(260
|
)
|
(163
|
)
|
|
176
|
|
111
|
|
|
79
|
|
50
|
|
||||||
Loss (gain) on foreign currency transactions including intercompany loans
|
(2)
|
93
|
|
93
|
|
|
(8
|
)
|
—
|
|
|
(15
|
)
|
(9
|
)
|
||||||
Gain on sale of phosphate business
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
(750
|
)
|
(463
|
)
|
||||||
Retirement benefit settlement charges
|
(1)(4)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
13
|
|
8
|
|
||||||
Total Impact of Significant Items
|
|
$
|
716
|
|
$
|
552
|
|
|
$
|
328
|
|
$
|
204
|
|
|
$
|
(604
|
)
|
$
|
(371
|
)
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||
Subtotals of Amounts Above by Line Item in the Consolidated Statements of Operations:
|
|
(in millions)
|
|||||||||||||
Cost of sales
|
|
$
|
(92
|
)
|
|
|
$
|
189
|
|
|
|
$
|
88
|
|
|
Selling, general and administrative expenses
|
|
2
|
|
|
|
—
|
|
|
|
4
|
|
|
|||
Transaction costs
|
|
179
|
|
|
|
57
|
|
|
|
—
|
|
|
|||
Other operating—net
|
|
189
|
|
|
|
65
|
|
|
|
54
|
|
|
|||
Gain on sale of phosphate business
|
|
—
|
|
|
|
—
|
|
|
|
(750
|
)
|
|
|||
Equity in (losses) earnings of operating affiliates
|
|
134
|
|
|
|
62
|
|
|
|
—
|
|
|
|||
Interest expense
|
|
44
|
|
|
|
6
|
|
|
|
—
|
|
|
|||
Loss on debt extinguishment
|
|
167
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
Equity in earnings of non-operating affiliates—net of taxes
|
|
—
|
|
|
|
(51
|
)
|
|
|
—
|
|
|
|||
Net earnings attributable to noncontrolling interests
|
|
93
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
Total Impact of Significant Items
|
|
$
|
716
|
|
|
|
$
|
328
|
|
|
|
$
|
(604
|
)
|
|
|
CF Holdings Reportable Segments
|
|
|
||||||||||||
CF Fertilisers UK Financial Results
|
Ammonia
|
|
AN
|
|
Other
|
|
Consolidated
|
||||||||
|
(dollars in millions)
|
||||||||||||||
Seven months ended July 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|||||
Sales volume by product tons (000s)
|
100
|
|
|
737
|
|
|
468
|
|
|
1,305
|
|
||||
Net sales
|
$
|
26
|
|
|
$
|
164
|
|
|
$
|
79
|
|
|
$
|
269
|
|
Cost of sales
|
22
|
|
|
155
|
|
|
74
|
|
|
251
|
|
||||
Gross margin
|
$
|
4
|
|
|
$
|
9
|
|
|
$
|
5
|
|
|
$
|
18
|
|
Gross margin percentage
|
15.4
|
%
|
|
5.5
|
%
|
|
6.3
|
%
|
|
6.7
|
%
|
|
CF Holdings Reportable Segments
|
|
|
||||||||||||
CF Fertilisers UK Financial Results
|
Ammonia
|
|
AN
|
|
Other
|
|
Consolidated
|
||||||||
|
(dollars in millions)
|
||||||||||||||
Five months ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|||||
Sales volume by product tons (000s)
|
112
|
|
|
436
|
|
|
277
|
|
|
825
|
|
||||
Net sales
|
$
|
38
|
|
|
$
|
117
|
|
|
$
|
53
|
|
|
$
|
208
|
|
Cost of sales
|
30
|
|
|
109
|
|
|
46
|
|
|
185
|
|
||||
Gross margin
|
$
|
8
|
|
|
$
|
8
|
|
|
$
|
7
|
|
|
$
|
23
|
|
Gross margin percentage
|
20.1
|
%
|
|
7.2
|
%
|
|
14.0
|
%
|
|
11.3
|
%
|
•
|
We reported a net loss attributable to common stockholders of
$277 million
in
2016
, compared to net earnings attributable to common stockholders of
$700 million
in
2015
, or a
decline
of
$977 million
.
|
•
|
Diluted net loss per share attributable to common stockholders was
$1.19
per share in
2016
compared to diluted net earnings per share of
$2.96
per share in
2015
.
|
•
|
In 2016, we experienced
lower
net earnings attributable to common stockholders compared to
2015
due primarily to a
lower
gross margin as a result of lower average selling prices resulting from the excess global supply of nitrogen fertilizer, combined with the impact of several significant items which are discussed above under "Items Affecting Comparability of Results."
|
•
|
Our total gross margin
declined
by
$707 million
, or
46%
, to
$840 million
in
2016
from
$1.55 billion
in
2015
. The impact of the
CF Fertilisers UK
acquisition increased gross margin by
$18 million
, or 1%. The remaining
decline
in our gross margin of $725 million was due primarily to
lower
average selling prices and higher capacity expansion project related costs, partially offset by the impact of unrealized net mark-to-market gains on natural gas derivatives, increased sales volume, and lower physical natural gas costs and production costs:
|
•
|
Average selling prices declined by 31%, which reduced gross margin by $1.38 billion.
|
•
|
Unrealized net mark-to-market
gain
s on natural gas derivatives increased gross margin by
$436 million
as 2016 included a
$260 million
gain
and 2015 included a
$176 million
loss
.
|
•
|
Sales volume, primarily granular urea and UAN,
increase
d by 14%, which increased gross margin by
$215 million
. Sales volume increased due to the completion of our capacity expansion project upgrading facilities at our Donaldsonville, Louisiana complex for granular urea and UAN.
|
•
|
Donaldsonville and Port Neal expansion project depreciation reduced gross margin by approximately$103 million. Start-up costs for the Donaldsonville ammonia and Port Neal ammonia and urea plants reduced gross margin by
$52 million
.
|
•
|
Lower physical natural gas costs in 2016 increased gross margin by $108 million as natural gas prices were lower in 2016, particularly in the first half of the year with high storage levels and strong production in North America. Natural gas prices rose towards the end of 2016.
|
•
|
Realized net mark-to-market losses on natural gas derivatives decreased gross margin by $62 million as 2016 included a $132 million loss and 2015 included a $70 million loss.
|
•
|
Lower production, distribution and freight costs, increased gross margin by approximately $104 million.
|
•
|
Our income tax (benefit) provision declined by
$464 million
to a net benefit of
$68 million
in 2016 from an income tax provision of
$396 million
for 2015 primarily as a result of the loss recognized in 2016. See Note
10—Income Taxes
to our consolidated financial statements included in Item 8 of this report for additional information on our income tax benefit.
|
•
|
Selling, general and administrative expenses
increase
d
$4 million
to
$174 million
in
2016
from
$170 million
in
2015
. The
increase
was due primarily to the impact of the
CF Fertilisers UK
acquisition, partly offset by lower costs for corporate initiatives and lower intangible asset amortization expense.
|
•
|
Transaction costs incurred in
2016
of
$179 million
are associated primarily with the agreements pertaining to the proposed combination with certain businesses of OCI that was terminated on May 22, 2016 and our strategic venture with CHS. Transaction costs include the
$150 million
termination fee paid by CF Holdings to OCI in the second quarter of 2016 as a result of the termination of the Combination Agreement and costs for various consulting and legal services.
|
•
|
Other operating—net
increase
d by
$116 million
from
$92 million
in
2015
to
$208 million
in
2016
. The
increased
expense was due primarily to realized and unrealized losses on foreign currency transactions primarily related to British pound sterling denominated intercompany debt that has not been permanently invested. The
increased
expense also reflects higher expansion project costs pertaining to our Donaldsonville, Louisiana and Port Neal, Iowa capacity expansion projects that did not qualify for capitalization and the loss of
$23 million
representing the net fair value adjustments to an embedded derivative related to our strategic venture with CHS. These increases were partly offset by a decrease in realized and unrealized losses on foreign currency derivatives of $22 million.
|
•
|
Net interest expense
increase
d by
$64 million
to
$195 million
in
2016
from
$131 million
in
2015
. The
$64 million
increase
in net interest expense was due primarily to the combination of higher debt levels due to the issuance of $1.0 billion of Private Senior Notes in September 2015 and debt amendment fees and accelerated amortization of debt issuance costs due to restructuring of our debt and the Revolving Credit Agreement in 2016. In 2016, we modified the Revolving Credit Agreement by reducing its size from $2.0 billion to $750 million and modifying certain covenants and other terms. As a result of these changes, we recognized
$16 million
of debt amendment fees and accelerated amortization of loan fees in interest expense. The increase in interest expense—net in 2016 also includes the amortization of capitalized Bridge Credit Agreement fees of
$28 million
pertaining to the bridge loan for our proposed combination with certain of the OCI businesses. We also recorded capitalized interest of
$166 million
in
2016
related primarily to our capacity expansion projects compared to
$154 million
in
2015
.
|
•
|
In 2016, we prepaid in full the outstanding
$1.0 billion
aggregate principal amount of our Private Senior Notes and recognized a loss on debt extinguishment of
$167 million
. The prepayment of
$1.18 billion
included the payment of a make-whole amount of approximately
$170 million
and accrued interest. Loss on debt extinguishment of
$167 million
on our consolidated statement of operations excludes $3 million of the make-whole payment, which was accounted for as a modification and recognized on our consolidated balance sheet as deferred financing fees, a reduction of long-term debt, and is being amortized using the effective interest rate method over the term of the Senior Secured Notes.
|
•
|
Net cash provided by operating activities
in 2016 was
$617 million
as compared to
$1.21 billion
in 2015, a decline of
$590 million
. The
decline
resulted primarily from lower net earnings during
2016
due to lower average selling prices from excess global nitrogen supply, partially offset by lower amounts of cash used for working capital purposes. Lower working capital levels in accounts receivable and inventory, plus lower amounts paid for income taxes and certain income tax refunds received in 2016, contributed to the reduction in cash used for working capital. Favorable changes in working capital also included a greater proportion of sales was paid in 2016 as compared to the prior year period as we entered 2016 with a lower level of customer advances than in 2015 due to customers’ hesitancy to enter into prepaid contracts in a declining fertilizer price environment.
|
•
|
Net cash used in investing activities
was
$2.18 billion
in
2016
compared to
$2.98 billion
in
2015
. This decrease is due primarily to the 2015 acquisition of the remaining 50% equity interest in CF Fertilisers UK not previously owned by us for a net cash payment of $552 million, which was net of cash acquired of $18 million. This decrease was also attributable in part to a decline in capital expenditures related primarily to the capacity expansion projects in Donaldsonville, Louisiana and Port Neal, Iowa. During
2016
, capital expenditures totaled
$2.21 billion
compared to
$2.47 billion
in
2015
.
|
•
|
Net cash provided by financing activities was
$2.44 billion
in
2016
compared to
$77 million
in
2015
. In
2016
, CHS purchased a minority equity interest in CFN for
$2.8 billion
. We distributed $119 million to the noncontrolling interests, including CHS, in 2016, compared to
$45 million
in 2015. In 2016, we received proceeds of approximately
$1.24 billion
, net of discounts, from the issuance of the Senior Secured Notes which were used to fund the prepayment of the
$1.0 billion
of Private Senior Notes and the related make-whole payment of $170 million. No share repurchases were made during
2016
compared to
8.9 million
shares repurchased for
$556 million
in cash in
2015
. Dividends paid on common stock were
$280 million
and
$282 million
in
2016
and
2015
, respectively.
|
|
Twelve months ended December 31,
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 v. 2015
|
|
2015 v. 2014
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
3,685
|
|
|
$
|
4,308
|
|
|
$
|
4,743
|
|
|
$
|
(623
|
)
|
|
(14
|
)%
|
|
$
|
(435
|
)
|
|
(9
|
)%
|
Cost of sales (COS)
|
2,845
|
|
|
2,761
|
|
|
2,965
|
|
|
84
|
|
|
3
|
%
|
|
(204
|
)
|
|
(7
|
)%
|
|||||
Gross margin
|
840
|
|
|
1,547
|
|
|
1,778
|
|
|
(707
|
)
|
|
(46
|
)%
|
|
(231
|
)
|
|
(13
|
)%
|
|||||
Gross margin percentage
|
22.8
|
%
|
|
35.9
|
%
|
|
37.5
|
%
|
|
(13.1
|
)%
|
|
|
|
(1.6
|
)%
|
|
|
|||||||
Selling, general and administrative expenses
|
174
|
|
|
170
|
|
|
152
|
|
|
4
|
|
|
2
|
%
|
|
18
|
|
|
12
|
%
|
|||||
Transaction costs
|
179
|
|
|
57
|
|
|
—
|
|
|
122
|
|
|
214
|
%
|
|
57
|
|
|
N/M
|
|
|||||
Other operating—net
|
208
|
|
|
92
|
|
|
53
|
|
|
116
|
|
|
126
|
%
|
|
39
|
|
|
74
|
%
|
|||||
Total other operating costs and expenses
|
561
|
|
|
319
|
|
|
205
|
|
|
242
|
|
|
76
|
%
|
|
114
|
|
|
56
|
%
|
|||||
Gain on sale of phosphate business
|
—
|
|
|
—
|
|
|
750
|
|
|
—
|
|
|
N/M
|
|
|
(750
|
)
|
|
(100
|
)%
|
|||||
Equity in (losses) earnings of operating affiliates
|
(145
|
)
|
|
(35
|
)
|
|
43
|
|
|
(110
|
)
|
|
N/M
|
|
|
(78
|
)
|
|
N/M
|
|
|||||
Operating earnings
|
134
|
|
|
1,193
|
|
|
2,366
|
|
|
(1,059
|
)
|
|
(89
|
)%
|
|
(1,173
|
)
|
|
(50
|
)%
|
|||||
Interest expense—net
|
195
|
|
|
131
|
|
|
177
|
|
|
64
|
|
|
49
|
%
|
|
(46
|
)
|
|
(26
|
)%
|
|||||
Loss on debt extinguishment
|
167
|
|
|
—
|
|
|
—
|
|
|
167
|
|
|
N/M
|
|
|
—
|
|
|
N/M
|
|
|||||
Other non-operating—net
|
(2
|
)
|
|
4
|
|
|
2
|
|
|
(6
|
)
|
|
N/M
|
|
|
2
|
|
|
100
|
%
|
|||||
(Loss) earnings before income taxes and equity in earnings of non-operating affiliates
|
(226
|
)
|
|
1,058
|
|
|
2,187
|
|
|
(1,284
|
)
|
|
N/M
|
|
|
(1,129
|
)
|
|
(52
|
)%
|
|||||
Income tax (benefit) provision
|
(68
|
)
|
|
396
|
|
|
773
|
|
|
(464
|
)
|
|
N/M
|
|
|
(377
|
)
|
|
(49
|
)%
|
|||||
Equity in earnings of non-operating affiliates—net of taxes
|
—
|
|
|
72
|
|
|
23
|
|
|
(72
|
)
|
|
(100
|
)%
|
|
49
|
|
|
213
|
%
|
|||||
Net (loss) earnings
|
(158
|
)
|
|
734
|
|
|
1,437
|
|
|
(892
|
)
|
|
N/M
|
|
|
(703
|
)
|
|
(49
|
)%
|
|||||
Less: Net earnings attributable to noncontrolling interests
|
119
|
|
|
34
|
|
|
47
|
|
|
85
|
|
|
250
|
%
|
|
(13
|
)
|
|
(28
|
)%
|
|||||
Net (loss) earnings attributable to common stockholders
|
$
|
(277
|
)
|
|
$
|
700
|
|
|
$
|
1,390
|
|
|
$
|
(977
|
)
|
|
N/M
|
|
|
$
|
(690
|
)
|
|
(50
|
)%
|
Diluted net earnings (loss) per share attributable to common stockholders
|
$
|
(1.19
|
)
|
|
$
|
2.96
|
|
|
$
|
5.42
|
|
|
$
|
(4.15
|
)
|
|
N/M
|
|
|
$
|
(2.46
|
)
|
|
(45
|
)%
|
Diluted weighted-average common shares outstanding
|
233.1
|
|
|
236.1
|
|
|
256.7
|
|
|
(3.0
|
)
|
|
(1
|
)%
|
|
(20.6
|
)
|
|
(8
|
)%
|
|||||
Dividends declared per common share
|
$
|
1.20
|
|
|
$
|
1.20
|
|
|
$
|
1.00
|
|
|
$
|
—
|
|
|
|
|
|
$
|
0.20
|
|
|
|
|
Natural Gas Supplemental Data (per MMBtu)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Natural gas costs in COS
(1)
|
$
|
2.61
|
|
|
$
|
3.00
|
|
|
$
|
4.46
|
|
|
$
|
(0.39
|
)
|
|
(13
|
)%
|
|
$
|
(1.46
|
)
|
|
(33
|
)%
|
Realized derivatives loss (gain) in COS
(2)
|
0.46
|
|
|
0.28
|
|
|
(0.24
|
)
|
|
0.18
|
|
|
64
|
%
|
|
0.52
|
|
|
N/M
|
|
|||||
Cost of natural gas in COS
|
$
|
3.07
|
|
|
$
|
3.28
|
|
|
$
|
4.22
|
|
|
$
|
(0.21
|
)
|
|
(6
|
)%
|
|
$
|
(0.94
|
)
|
|
(22
|
)%
|
Average daily market price of natural gas Henry Hub (Louisiana)
|
$
|
2.48
|
|
|
$
|
2.61
|
|
|
$
|
4.32
|
|
|
$
|
(0.13
|
)
|
|
(5
|
)%
|
|
$
|
(1.71
|
)
|
|
(40
|
)%
|
Average daily market price of natural gas National Balancing Point (UK)
(3)
|
$
|
4.66
|
|
|
$
|
6.53
|
|
|
$
|
—
|
|
|
$
|
(1.87
|
)
|
|
(29
|
)%
|
|
$
|
6.53
|
|
|
N/M
|
|
Unrealized net mark-to-market (gain) loss on natural gas derivatives
|
$
|
(260
|
)
|
|
$
|
176
|
|
|
$
|
79
|
|
|
$
|
(436
|
)
|
|
N/M
|
|
|
$
|
97
|
|
|
123
|
%
|
Capital expenditures
|
$
|
2,211
|
|
|
$
|
2,469
|
|
|
$
|
1,809
|
|
|
$
|
(258
|
)
|
|
(10
|
)%
|
|
$
|
660
|
|
|
36
|
%
|
Sales volume by product tons (000s)
|
16,957
|
|
|
13,718
|
|
|
13,763
|
|
|
3,239
|
|
|
24
|
%
|
|
(45
|
)
|
|
—
|
%
|
|||||
Production volume by product tons (000s):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ammonia
(4)
|
8,307
|
|
|
7,673
|
|
|
7,011
|
|
|
634
|
|
|
8
|
%
|
|
662
|
|
|
9
|
%
|
|||||
Granular urea
|
3,368
|
|
|
2,520
|
|
|
2,347
|
|
|
848
|
|
|
34
|
%
|
|
173
|
|
|
7
|
%
|
|||||
UAN (32%)
|
6,698
|
|
|
5,888
|
|
|
5,939
|
|
|
810
|
|
|
14
|
%
|
|
(51
|
)
|
|
(1
|
)%
|
|||||
AN
|
1,845
|
|
|
1,283
|
|
|
950
|
|
|
562
|
|
|
44
|
%
|
|
333
|
|
|
35
|
%
|
(1)
|
Includes the cost of natural gas that is included in cost of sales during the period under the first-in, first-out (FIFO) inventory cost method.
|
(2)
|
Includes realized gains and losses on natural gas derivatives settled during the period. Excludes unrealized mark-to-market gains and losses on natural gas derivatives.
|
(3)
|
Amount represents average daily market price for the full year 2015 and 2016.
|
(4)
|
Gross ammonia production, including amounts subsequently upgraded on-site into granular urea, UAN, or AN.
|
•
|
Average selling prices declined by 31% in 2016 compared to 2015, which reduced gross margin by $1.38 billion.
|
•
|
Unrealized net mark-to-market
gain
s on natural gas derivatives increased gross margin by
$436 million
as 2016 included a
$260 million
gain
and 2015 included a
$176 million
loss
.
|
•
|
Sales volume, primarily granular urea and UAN,
increase
d by 14%, which increased gross margin by
$215 million
. Sales volume increased due to the completion of our capacity expansion project upgrading facilities at our Donaldsonville, Louisiana complex for granular urea and UAN.
|
•
|
Donaldsonville and Port Neal expansion project depreciation reduced gross margin by approximately $103 million. Start-up costs for the Donaldsonville ammonia and Port Neal ammonia and urea plants reduced gross margin by
$52 million
.
|
•
|
Lower physical natural gas costs in 2016 increased gross margin by $108 million as natural gas prices were lower in 2016, particularly in the first half of the year with high storage levels and strong production in North America. Natural gas prices rose towards the end of 2016.
|
•
|
Realized net mark-to-market losses on natural gas derivatives decreased gross margin by $62 million as 2016 included a $132 million loss and 2015 included a $70 million loss.
|
•
|
Lower production, distribution and freight costs increased gross margin by approximately $104 million.
|
•
|
Average selling prices, primarily UAN and granular urea,
decrease
d by
8%
, which reduced gross margin by
$349 million
as international nitrogen fertilizer prices declined 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 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
$97 million
as
2015
included a
$176 million
loss
compared to a
$79 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
$230 million
compared to
2014
. Lower natural 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 of 2015, also contributed to high storage levels and the resulting decline in natural gas prices.
|
|
Ammonia
|
|
Granular Urea
(1)
|
|
UAN
(1)
|
|
AN
(1)
|
|
Other
(1)
|
|
Phosphate
|
|
Consolidated
|
||||||||||||||
|
(in millions, except percentages)
|
||||||||||||||||||||||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net sales
|
$
|
981
|
|
|
$
|
831
|
|
|
$
|
1,196
|
|
|
$
|
411
|
|
|
$
|
266
|
|
|
$
|
—
|
|
|
$
|
3,685
|
|
Cost of sales
|
715
|
|
|
584
|
|
|
920
|
|
|
409
|
|
|
217
|
|
|
—
|
|
|
2,845
|
|
|||||||
Gross margin
|
$
|
266
|
|
|
$
|
247
|
|
|
$
|
276
|
|
|
$
|
2
|
|
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
840
|
|
Gross margin percentage
|
27.1
|
%
|
|
29.7
|
%
|
|
23.1
|
%
|
|
0.5
|
%
|
|
18.4
|
%
|
|
—
|
%
|
|
22.8
|
%
|
|||||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
1,523
|
|
|
$
|
788
|
|
|
$
|
1,480
|
|
|
$
|
294
|
|
|
$
|
223
|
|
|
$
|
—
|
|
|
$
|
4,308
|
|
Cost of sales
|
884
|
|
|
469
|
|
|
955
|
|
|
291
|
|
|
162
|
|
|
—
|
|
|
2,761
|
|
|||||||
Gross margin
|
$
|
639
|
|
|
$
|
319
|
|
|
$
|
525
|
|
|
$
|
3
|
|
|
$
|
61
|
|
|
$
|
—
|
|
|
$
|
1,547
|
|
Gross margin percentage
|
42.0
|
%
|
|
40.4
|
%
|
|
35.5
|
%
|
|
1.1
|
%
|
|
27.2
|
%
|
|
—
|
%
|
|
35.9
|
%
|
|||||||
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
1,576
|
|
|
$
|
915
|
|
|
$
|
1,670
|
|
|
$
|
243
|
|
|
$
|
171
|
|
|
$
|
168
|
|
|
$
|
4,743
|
|
Cost of sales
|
983
|
|
|
517
|
|
|
998
|
|
|
189
|
|
|
120
|
|
|
158
|
|
|
2,965
|
|
|||||||
Gross margin
|
$
|
593
|
|
|
$
|
398
|
|
|
$
|
672
|
|
|
$
|
54
|
|
|
$
|
51
|
|
|
$
|
10
|
|
|
$
|
1,778
|
|
Gross margin percentage
|
37.6
|
%
|
|
43.5
|
%
|
|
40.3
|
%
|
|
22.1
|
%
|
|
30.0
|
%
|
|
6.0
|
%
|
|
37.5
|
%
|
(1)
|
The cost of ammonia that is upgraded into other products is transferred at cost into the upgraded product results.
|
|
Twelve months ended December 31,
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 v. 2015
|
|
2015 v. 2014
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
981
|
|
|
$
|
1,523
|
|
|
$
|
1,576
|
|
|
$
|
(542
|
)
|
|
(36
|
)%
|
|
$
|
(53
|
)
|
|
(3
|
)%
|
Cost of sales
|
715
|
|
|
884
|
|
|
983
|
|
|
(169
|
)
|
|
(19
|
)%
|
|
(99
|
)
|
|
(10
|
)%
|
|||||
Gross margin
|
$
|
266
|
|
|
$
|
639
|
|
|
$
|
593
|
|
|
$
|
(373
|
)
|
|
(58
|
)%
|
|
$
|
46
|
|
|
8
|
%
|
Gross margin percentage
|
27.1
|
%
|
|
42.0
|
%
|
|
37.6
|
%
|
|
(14.9
|
)%
|
|
|
|
4.4
|
%
|
|
|
|||||||
Sales volume by product tons (000s)
|
2,874
|
|
|
2,995
|
|
|
2,969
|
|
|
(121
|
)
|
|
(4
|
)%
|
|
26
|
|
|
1
|
%
|
|||||
Sales volume by nutrient tons (000s)
(1)
|
2,358
|
|
|
2,456
|
|
|
2,434
|
|
|
(98
|
)
|
|
(4
|
)%
|
|
22
|
|
|
1
|
%
|
|||||
Average selling price per product ton
|
$
|
341
|
|
|
$
|
509
|
|
|
$
|
531
|
|
|
$
|
(168
|
)
|
|
(33
|
)%
|
|
$
|
(22
|
)
|
|
(4
|
)%
|
Average selling price per nutrient ton
(1)
|
$
|
416
|
|
|
$
|
620
|
|
|
$
|
648
|
|
|
$
|
(204
|
)
|
|
(33
|
)%
|
|
$
|
(28
|
)
|
|
(4
|
)%
|
Gross margin per product ton
|
$
|
93
|
|
|
$
|
213
|
|
|
$
|
200
|
|
|
$
|
(120
|
)
|
|
(56
|
)%
|
|
$
|
13
|
|
|
7
|
%
|
Gross margin per nutrient ton
(1)
|
$
|
113
|
|
|
$
|
260
|
|
|
$
|
244
|
|
|
$
|
(147
|
)
|
|
(57
|
)%
|
|
$
|
16
|
|
|
7
|
%
|
Depreciation and amortization
|
$
|
96
|
|
|
$
|
95
|
|
|
$
|
69
|
|
|
$
|
1
|
|
|
1
|
%
|
|
$
|
26
|
|
|
38
|
%
|
Unrealized net mark-to-market loss (gain) on natural gas derivatives
|
$
|
(85
|
)
|
|
$
|
40
|
|
|
$
|
25
|
|
|
$
|
(125
|
)
|
|
N/M
|
|
$
|
15
|
|
|
60
|
%
|
(1)
|
Ammonia represents 82% nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.
|
|
Twelve months ended December 31,
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 v. 2015
|
|
2015 v. 2014
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
831
|
|
|
$
|
788
|
|
|
$
|
915
|
|
|
$
|
43
|
|
|
5
|
%
|
|
$
|
(127
|
)
|
|
(14
|
)%
|
Cost of sales
|
584
|
|
|
469
|
|
|
517
|
|
|
115
|
|
|
25
|
%
|
|
(48
|
)
|
|
(9
|
)%
|
|||||
Gross margin
|
$
|
247
|
|
|
$
|
319
|
|
|
$
|
398
|
|
|
$
|
(72
|
)
|
|
(23
|
)%
|
|
$
|
(79
|
)
|
|
(20
|
)%
|
Gross margin percentage
|
29.7
|
%
|
|
40.4
|
%
|
|
43.5
|
%
|
|
(10.7
|
)%
|
|
|
|
(3.1
|
)%
|
|
|
|||||||
Sales volume by product tons (000s)
|
3,597
|
|
|
2,460
|
|
|
2,459
|
|
|
1,137
|
|
|
46
|
%
|
|
1
|
|
|
—
|
%
|
|||||
Sales volume by nutrient tons (000s)
(1)
|
1,654
|
|
|
1,132
|
|
|
1,131
|
|
|
522
|
|
|
46
|
%
|
|
1
|
|
|
—
|
%
|
|||||
Average selling price per product ton
|
$
|
231
|
|
|
$
|
320
|
|
|
$
|
372
|
|
|
$
|
(89
|
)
|
|
(28
|
)%
|
|
$
|
(52
|
)
|
|
(14
|
)%
|
Average selling price per nutrient ton
(1)
|
$
|
502
|
|
|
$
|
696
|
|
|
$
|
809
|
|
|
$
|
(194
|
)
|
|
(28
|
)%
|
|
$
|
(113
|
)
|
|
(14
|
)%
|
Gross margin per product ton
|
$
|
69
|
|
|
$
|
129
|
|
|
$
|
162
|
|
|
$
|
(60
|
)
|
|
(47
|
)%
|
|
$
|
(33
|
)
|
|
(20
|
)%
|
Gross margin per nutrient ton
(1)
|
$
|
149
|
|
|
$
|
281
|
|
|
$
|
352
|
|
|
$
|
(132
|
)
|
|
(47
|
)%
|
|
$
|
(71
|
)
|
|
(20
|
)%
|
Depreciation and amortization
|
$
|
112
|
|
|
$
|
51
|
|
|
$
|
37
|
|
|
$
|
61
|
|
|
120
|
%
|
|
$
|
14
|
|
|
38
|
%
|
Unrealized net mark-to-market loss (gain) on natural gas derivatives
|
$
|
(67
|
)
|
|
$
|
47
|
|
|
$
|
17
|
|
|
$
|
(114
|
)
|
|
N/M
|
|
$
|
30
|
|
|
176
|
%
|
(1)
|
Granular urea represents 46% nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.
|
|
Twelve months ended December 31,
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 v. 2015
|
|
2015 v. 2014
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
1,196
|
|
|
$
|
1,480
|
|
|
$
|
1,670
|
|
|
$
|
(284
|
)
|
|
(19
|
)%
|
|
$
|
(190
|
)
|
|
(11
|
)%
|
Cost of sales
|
920
|
|
|
955
|
|
|
998
|
|
|
(35
|
)
|
|
(4
|
)%
|
|
(43
|
)
|
|
(4
|
)%
|
|||||
Gross margin
|
$
|
276
|
|
|
$
|
525
|
|
|
$
|
672
|
|
|
$
|
(249
|
)
|
|
(47
|
)%
|
|
$
|
(147
|
)
|
|
(22
|
)%
|
Gross margin percentage
|
23.1
|
%
|
|
35.5
|
%
|
|
40.3
|
%
|
|
(12.4
|
)%
|
|
|
|
(4.8
|
)%
|
|
|
|||||||
Sales volume by product tons (000s)
|
6,681
|
|
|
5,865
|
|
|
6,092
|
|
|
816
|
|
|
14
|
%
|
|
(227
|
)
|
|
(4
|
)%
|
|||||
Sales volume by nutrient tons (000s)
(1)
|
2,109
|
|
|
1,854
|
|
|
1,925
|
|
|
255
|
|
|
14
|
%
|
|
(71
|
)
|
|
(4
|
)%
|
|||||
Average selling price per product ton
|
$
|
179
|
|
|
$
|
252
|
|
|
$
|
274
|
|
|
$
|
(73
|
)
|
|
(29
|
)%
|
|
$
|
(22
|
)
|
|
(8
|
)%
|
Average selling price per nutrient ton
(1)
|
$
|
567
|
|
|
$
|
798
|
|
|
$
|
867
|
|
|
$
|
(231
|
)
|
|
(29
|
)%
|
|
$
|
(69
|
)
|
|
(8
|
)%
|
Gross margin per product ton
|
$
|
41
|
|
|
$
|
90
|
|
|
$
|
110
|
|
|
$
|
(49
|
)
|
|
(54
|
)%
|
|
$
|
(20
|
)
|
|
(18
|
)%
|
Gross margin per nutrient ton
(1)
|
$
|
131
|
|
|
$
|
283
|
|
|
$
|
349
|
|
|
$
|
(152
|
)
|
|
(54
|
)%
|
|
$
|
(66
|
)
|
|
(19
|
)%
|
Depreciation and amortization
|
$
|
247
|
|
|
$
|
192
|
|
|
$
|
179
|
|
|
$
|
55
|
|
|
29
|
%
|
|
$
|
13
|
|
|
7
|
%
|
Unrealized net mark-to-market loss (gain) on natural gas derivatives
|
$
|
(81
|
)
|
|
$
|
73
|
|
|
$
|
30
|
|
|
$
|
(154
|
)
|
|
N/M
|
|
$
|
43
|
|
|
143
|
%
|
(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,
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 v. 2015
|
|
2015 v. 2014
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
411
|
|
|
$
|
294
|
|
|
$
|
243
|
|
|
$
|
117
|
|
|
40
|
%
|
|
$
|
51
|
|
|
21
|
%
|
Cost of sales
|
409
|
|
|
291
|
|
|
189
|
|
|
118
|
|
|
41
|
%
|
|
102
|
|
|
54
|
%
|
|||||
Gross margin
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
54
|
|
|
$
|
(1
|
)
|
|
(33
|
)%
|
|
$
|
(51
|
)
|
|
(94
|
)%
|
Gross margin percentage
|
0.5
|
%
|
|
1.1
|
%
|
|
22.1
|
%
|
|
(0.6
|
)%
|
|
|
|
(21.0
|
)%
|
|
|
|||||||
Sales volume by product tons (000s)
|
2,151
|
|
|
1,290
|
|
|
958
|
|
|
861
|
|
|
67
|
%
|
|
332
|
|
|
35
|
%
|
|||||
Sales volume by nutrient tons (000s)
(1)
|
726
|
|
|
437
|
|
|
329
|
|
|
289
|
|
|
66
|
%
|
|
108
|
|
|
33
|
%
|
|||||
Average selling price per product ton
|
$
|
191
|
|
|
$
|
228
|
|
|
$
|
253
|
|
|
$
|
(37
|
)
|
|
(16
|
)%
|
|
$
|
(25
|
)
|
|
(10
|
)%
|
Average selling price per nutrient ton
(1)
|
$
|
566
|
|
|
$
|
673
|
|
|
$
|
738
|
|
|
$
|
(107
|
)
|
|
(16
|
)%
|
|
$
|
(65
|
)
|
|
(9
|
)%
|
Gross margin per product ton
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
56
|
|
|
$
|
(1
|
)
|
|
(50
|
)%
|
|
$
|
(54
|
)
|
|
(96
|
)%
|
Gross margin per nutrient ton
(1)
|
$
|
3
|
|
|
$
|
7
|
|
|
$
|
163
|
|
|
$
|
(4
|
)
|
|
(57
|
)%
|
|
$
|
(156
|
)
|
|
(96
|
)%
|
Depreciation and amortization
|
$
|
93
|
|
|
$
|
66
|
|
|
$
|
47
|
|
|
$
|
27
|
|
|
41
|
%
|
|
$
|
19
|
|
|
40
|
%
|
Unrealized net mark-to-market loss (gain) on natural gas derivatives
|
$
|
(10
|
)
|
|
$
|
16
|
|
|
$
|
7
|
|
|
$
|
(26
|
)
|
|
N/M
|
|
$
|
9
|
|
|
129
|
%
|
(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,
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 v. 2015
|
|
2015 v. 2014
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
266
|
|
|
$
|
223
|
|
|
$
|
171
|
|
|
$
|
43
|
|
|
19
|
%
|
|
$
|
52
|
|
|
30
|
%
|
Cost of sales
|
217
|
|
|
162
|
|
|
120
|
|
|
55
|
|
|
34
|
%
|
|
42
|
|
|
35
|
%
|
|||||
Gross margin
|
$
|
49
|
|
|
$
|
61
|
|
|
$
|
51
|
|
|
$
|
(12
|
)
|
|
(20
|
)%
|
|
$
|
10
|
|
|
20
|
%
|
Gross margin percentage
|
18.4
|
%
|
|
27.2
|
%
|
|
30.0
|
%
|
|
(8.8
|
)%
|
|
|
|
(2.8
|
)%
|
|
|
|||||||
Sales volume by product tons (000s)
|
1,654
|
|
|
1,108
|
|
|
798
|
|
|
546
|
|
|
49
|
%
|
|
310
|
|
|
39
|
%
|
|||||
Sales volume by nutrient tons (000s)
(1)
|
317
|
|
|
215
|
|
|
155
|
|
|
102
|
|
|
47
|
%
|
|
60
|
|
|
39
|
%
|
|||||
Average selling price per product ton
|
$
|
161
|
|
|
$
|
202
|
|
|
$
|
215
|
|
|
$
|
(41
|
)
|
|
(20
|
)%
|
|
$
|
(13
|
)
|
|
(6
|
)%
|
Average selling price per nutrient ton
(1)
|
$
|
839
|
|
|
$
|
1,040
|
|
|
$
|
1,106
|
|
|
$
|
(201
|
)
|
|
(19
|
)%
|
|
$
|
(66
|
)
|
|
(6
|
)%
|
Gross margin per product ton
|
$
|
30
|
|
|
$
|
55
|
|
|
$
|
64
|
|
|
$
|
(25
|
)
|
|
(45
|
)%
|
|
$
|
(9
|
)
|
|
(14
|
)%
|
Gross margin per nutrient ton
(1)
|
$
|
155
|
|
|
$
|
283
|
|
|
$
|
332
|
|
|
$
|
(128
|
)
|
|
(45
|
)%
|
|
$
|
(49
|
)
|
|
(15
|
)%
|
Depreciation and amortization
|
$
|
46
|
|
|
$
|
35
|
|
|
$
|
20
|
|
|
$
|
11
|
|
|
31
|
%
|
|
$
|
15
|
|
|
75
|
%
|
Unrealized net mark-to-market loss (gain) on natural gas derivatives
|
$
|
(17
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(17
|
)
|
|
N/M
|
|
$
|
—
|
|
|
—
|
%
|
(1)
|
Nutrient tons represent the tons of nitrogen within the product tons.
|
|
|
2014
|
||
|
(in millions, except as noted)
|
|||
Net sales
|
|
$
|
168
|
|
Cost of sales
|
|
158
|
|
|
Gross margin
|
|
$
|
10
|
|
Gross margin percentage
|
|
6.0
|
%
|
|
Sales volume by product tons (000s)
(1)
|
|
487
|
|
|
Average selling price per product ton
|
|
$
|
346
|
|
Gross margin per product ton
|
|
$
|
21
|
|
Depreciation, depletion and amortization
(2)
|
|
$
|
—
|
|
•
|
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
$1.69 billion
and
$220 million
, respectively.
|
•
|
In 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 million
and
$62 million
, respectively.
|
•
|
In 2016, we retired
2.4 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
$136 million
and
$14 million
, respectively.
|
(i)
|
restrict the ratio of total secured debt to EBITDA (as defined in the Revolving Credit Agreement) for the period of four consecutive fiscal quarters most recently ended to a maximum of
3.75
:1.00,
|
(ii)
|
require the ratio of EBITDA for the period of four consecutive fiscal quarters most recently ended to consolidated interest expense (as defined in the Revolving Credit Agreement) for the period of four consecutive fiscal quarters most recently ended to be a minimum of
1.20
:1.00 for the fiscal quarters ending on or prior to December 31, 2018, and
1.50
:1.00 thereafter, and
|
(iii)
|
require the ratio of total debt to total capitalization as of the last day of any fiscal quarter to be less than or equal to
0.60
:1.00.
|
|
Effective Interest Rate
|
|
December 31,
2016 |
|
December 31,
2015 |
||||||||||||
|
|
Principal Outstanding
|
|
Carrying Amount
(1)
|
|
Principal Outstanding
|
|
Carrying Amount
(1)
|
|||||||||
|
|
|
(in millions)
|
||||||||||||||
Public Senior Notes:
|
|
|
|
|
|
|
|
|
|
||||||||
6.875% due 2018
|
7.344%
|
|
$
|
800
|
|
|
$
|
795
|
|
|
$
|
800
|
|
|
$
|
792
|
|
7.125% due 2020
|
7.529%
|
|
800
|
|
|
791
|
|
|
800
|
|
|
788
|
|
||||
3.450% due 2023
|
3.562%
|
|
750
|
|
|
745
|
|
|
750
|
|
|
745
|
|
||||
5.150% due 2034
|
5.279%
|
|
750
|
|
|
739
|
|
|
750
|
|
|
739
|
|
||||
4.950% due 2043
|
5.031%
|
|
750
|
|
|
741
|
|
|
750
|
|
|
741
|
|
||||
5.375% due 2044
|
5.465%
|
|
750
|
|
|
741
|
|
|
750
|
|
|
740
|
|
||||
Senior Secured Notes:
|
|
|
|
|
|
|
|
|
|
||||||||
3.400% due 2021
|
3.784%
|
|
500
|
|
|
491
|
|
|
—
|
|
|
—
|
|
||||
4.500% due 2026
|
4.760%
|
|
750
|
|
|
735
|
|
|
—
|
|
|
—
|
|
||||
Private Senior Notes:
|
|
|
|
|
|
|
|
|
|
||||||||
4.490% due 2022
|
4.664%
|
|
—
|
|
|
—
|
|
|
250
|
|
|
248
|
|
||||
4.930% due 2025
|
5.061%
|
|
—
|
|
|
—
|
|
|
500
|
|
|
496
|
|
||||
5.030% due 2027
|
5.145%
|
|
—
|
|
|
—
|
|
|
250
|
|
|
248
|
|
||||
Total long-term debt
|
|
|
$
|
5,850
|
|
|
$
|
5,778
|
|
|
$
|
5,600
|
|
|
$
|
5,537
|
|
(1)
|
Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was
$12 million
and
$7 million
as of
December 31, 2016
and
December 31, 2015
, respectively, and total deferred debt issuance costs were
$60 million
and
$56 million
as of
December 31, 2016
and
December 31, 2015
, respectively.
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
After 2021
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Long-term debt
(1)
|
$
|
—
|
|
|
$
|
800
|
|
|
$
|
—
|
|
|
$
|
800
|
|
|
$
|
500
|
|
|
$
|
3,750
|
|
|
$
|
5,850
|
|
Interest payments on long-term debt
(1)
|
308
|
|
|
278
|
|
|
251
|
|
|
222
|
|
|
191
|
|
|
2,393
|
|
|
3,643
|
|
|||||||
Other Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating leases
|
89
|
|
|
83
|
|
|
65
|
|
|
51
|
|
|
41
|
|
|
92
|
|
|
421
|
|
|||||||
Equipment purchases and plant improvements
(2)
|
236
|
|
|
3
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
241
|
|
|||||||
Transportation
(3)
|
11
|
|
|
8
|
|
|
7
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|||||||
Purchase obligations
(4)(5)
|
656
|
|
|
103
|
|
|
44
|
|
|
42
|
|
|
37
|
|
|
114
|
|
|
996
|
|
|||||||
Contributions to pension plans
(6)
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|||||||
Net operating loss settlement
(7)
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||||
Total
(8)(9)(10)
|
$
|
1,333
|
|
|
$
|
1,275
|
|
|
$
|
369
|
|
|
$
|
1,118
|
|
|
$
|
769
|
|
|
$
|
6,349
|
|
|
$
|
11,213
|
|
(1)
|
Based on debt balances before discounts, offering expenses and interest rates as of
December 31, 2016
.
|
(2)
|
Includes obligations to finalize the capital component of the Donaldsonville, Louisiana and Port Neal, Iowa capacity expansion projects that were completed in 2016. For further information, see discussion under "Liquidity and Capital Resources
—
Capacity Expansion Projects and Restricted Cash."
|
(3)
|
Includes anticipated expenditures under certain contracts to transport 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 in this table are based on projected normal operating rates and contracted or current spot prices, where applicable, as of
December 31, 2016
and actual operating rates and prices may differ.
|
(4)
|
Includes minimum commitments to purchase and transport natural gas based on prevailing market-based forward prices as of
December 31, 2016
excluding reductions for plant maintenance and turnaround activities. Purchase obligations do not include any amounts related to our natural gas derivatives. See Note
15—Derivative Financial Instruments
to our consolidated financial statements included in Item 8 of this report for additional information.
|
(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, 2016
is $57 million with a total remaining commitment of $100 million.
|
(6)
|
Represents the contributions we expect to make to our pension plans during
2017
. 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.
|
(8)
|
Excludes
$162 million
of unrecognized tax benefits due to the uncertainty in the timing of potential tax payments.
|
(9)
|
Excludes $14 million of environmental remediation liabilities due to the uncertainty in the timing of payments.
|
(10)
|
Excludes $5 million annual payments to CHS related to our embedded derivative through 2026 due to uncertainty of future credit ratings, as this is only applicable if our credit rating stays below certain levels from two of three specified credit rating agencies. See Note
9—Fair Value Measurements
or Note
17—Noncontrolling Interests
to our consolidated financial statements included in Item 8 of this report for additional information.
|
|
North America Plans
|
||||||||||||||
|
Increase/(Decrease) in
|
|
Increase/(Decrease) in
|
||||||||||||
|
December 31, 2016 PBO
|
|
2016 Pension Expense
|
||||||||||||
Assumption
|
+50 bps
|
|
-50 bps
|
|
+50 bps
|
|
-50 bps
|
||||||||
|
( in millions)
|
||||||||||||||
Discount Rate
|
$
|
(43
|
)
|
|
$
|
47
|
|
|
$
|
(1
|
)
|
|
$
|
3
|
|
EROA
|
N/A
|
|
|
N/A
|
|
|
(3
|
)
|
|
3
|
|
|
United Kingdom Plans
|
||||||||||||||
|
Increase/(Decrease) in
|
|
Increase/(Decrease) in
|
||||||||||||
|
December 31, 2016 PBO
|
|
2016 Pension Expense
|
||||||||||||
Assumption
|
+50 bps
|
|
-50 bps
|
|
+50 bps
|
|
-50 bps
|
||||||||
|
( in millions)
|
||||||||||||||
Discount Rate
|
$
|
(45
|
)
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
EROA
|
N/A
|
|
|
N/A
|
|
|
(2
|
)
|
|
2
|
|
||||
RPI
|
29
|
|
|
(28
|
)
|
|
1
|
|
|
(1
|
)
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
Net sales
|
$
|
3,685
|
|
|
$
|
4,308
|
|
|
$
|
4,743
|
|
Cost of sales
|
2,845
|
|
|
2,761
|
|
|
2,965
|
|
|||
Gross margin
|
840
|
|
|
1,547
|
|
|
1,778
|
|
|||
Selling, general and administrative expenses
|
174
|
|
|
170
|
|
|
152
|
|
|||
Transaction costs
|
179
|
|
|
57
|
|
|
—
|
|
|||
Other operating—net
|
208
|
|
|
92
|
|
|
53
|
|
|||
Total other operating costs and expenses
|
561
|
|
|
319
|
|
|
205
|
|
|||
Gain on sale of phosphate business
|
—
|
|
|
—
|
|
|
750
|
|
|||
Equity in (losses) earnings of operating affiliates
|
(145
|
)
|
|
(35
|
)
|
|
43
|
|
|||
Operating earnings
|
134
|
|
|
1,193
|
|
|
2,366
|
|
|||
Interest expense
|
200
|
|
|
133
|
|
|
178
|
|
|||
Interest income
|
(5
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Loss on debt extinguishment
|
167
|
|
|
—
|
|
|
—
|
|
|||
Other non-operating—net
|
(2
|
)
|
|
4
|
|
|
2
|
|
|||
(Loss) earnings before income taxes and equity in earnings of non-operating affiliates
|
(226
|
)
|
|
1,058
|
|
|
2,187
|
|
|||
Income tax (benefit) provision
|
(68
|
)
|
|
396
|
|
|
773
|
|
|||
Equity in earnings of non-operating affiliates—net of taxes
|
—
|
|
|
72
|
|
|
23
|
|
|||
Net (loss) earnings
|
(158
|
)
|
|
734
|
|
|
1,437
|
|
|||
Less: Net earnings attributable to noncontrolling interests
|
119
|
|
|
34
|
|
|
47
|
|
|||
Net (loss) earnings attributable to common stockholders
|
$
|
(277
|
)
|
|
$
|
700
|
|
|
$
|
1,390
|
|
Net (loss) earnings per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
(1.19
|
)
|
|
$
|
2.97
|
|
|
$
|
5.43
|
|
Diluted
|
$
|
(1.19
|
)
|
|
$
|
2.96
|
|
|
$
|
5.42
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|||
Basic
|
233.1
|
|
|
235.3
|
|
|
255.9
|
|
|||
Diluted
|
233.1
|
|
|
236.1
|
|
|
256.7
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Net (loss) earnings
|
$
|
(158
|
)
|
|
$
|
734
|
|
|
$
|
1,437
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment—net of taxes
|
(74
|
)
|
|
(157
|
)
|
|
(72
|
)
|
|||
Unrealized loss on hedging derivatives—net of taxes
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Defined benefit plans—net of taxes
|
(74
|
)
|
|
67
|
|
|
(43
|
)
|
|||
|
(148
|
)
|
|
(90
|
)
|
|
(117
|
)
|
|||
Comprehensive (loss) income
|
(306
|
)
|
|
644
|
|
|
1,320
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
119
|
|
|
34
|
|
|
47
|
|
|||
Comprehensive (loss) income attributable to common stockholders
|
$
|
(425
|
)
|
|
$
|
610
|
|
|
$
|
1,273
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions, except share and
per share amounts)
|
||||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
1,164
|
|
|
$
|
286
|
|
Restricted cash
|
5
|
|
|
23
|
|
||
Accounts receivable—net
|
236
|
|
|
267
|
|
||
Inventories
|
339
|
|
|
321
|
|
||
Prepaid income taxes
|
841
|
|
|
185
|
|
||
Other current assets
|
70
|
|
|
45
|
|
||
Total current assets
|
2,655
|
|
|
1,127
|
|
||
Property, plant and equipment—net
|
9,652
|
|
|
8,539
|
|
||
Investments in affiliates
|
139
|
|
|
298
|
|
||
Goodwill
|
2,345
|
|
|
2,390
|
|
||
Other assets
|
340
|
|
|
329
|
|
||
Total assets
|
$
|
15,131
|
|
|
$
|
12,683
|
|
Liabilities and Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued expenses
|
$
|
638
|
|
|
$
|
918
|
|
Income taxes payable
|
1
|
|
|
5
|
|
||
Customer advances
|
42
|
|
|
162
|
|
||
Other current liabilities
|
5
|
|
|
130
|
|
||
Total current liabilities
|
686
|
|
|
1,215
|
|
||
Long-term debt
|
5,778
|
|
|
5,537
|
|
||
Deferred income taxes
|
1,630
|
|
|
916
|
|
||
Other liabilities
|
545
|
|
|
628
|
|
||
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, 2016—233,141,771 shares issued and 2015—235,493,395 shares issued
|
2
|
|
|
2
|
|
||
Paid-in capital
|
1,380
|
|
|
1,378
|
|
||
Retained earnings
|
2,365
|
|
|
3,058
|
|
||
Treasury stock—at cost, 2016—27,602 shares and 2015—2,411,839 shares
|
(1
|
)
|
|
(153
|
)
|
||
Accumulated other comprehensive loss
|
(398
|
)
|
|
(250
|
)
|
||
Total stockholders' equity
|
3,348
|
|
|
4,035
|
|
||
Noncontrolling interests
|
3,144
|
|
|
352
|
|
||
Total equity
|
6,492
|
|
|
4,387
|
|
||
Total liabilities and equity
|
$
|
15,131
|
|
|
$
|
12,683
|
|
|
Common Stockholders
|
|
|
|
|
||||||||||||||||||||||||||
|
$0.01 Par
Value Common Stock |
|
Treasury
Stock |
|
Paid-In
Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Total
Stockholders' Equity |
|
Noncontrolling
Interests |
|
Total
Equity |
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Balance as of December 31, 2013
|
$
|
3
|
|
|
$
|
(202
|
)
|
|
$
|
1,592
|
|
|
$
|
3,726
|
|
|
$
|
(43
|
)
|
|
$
|
5,076
|
|
|
$
|
362
|
|
|
$
|
5,438
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
1,390
|
|
|
—
|
|
|
1,390
|
|
|
47
|
|
|
1,437
|
|
||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72
|
)
|
|
(72
|
)
|
|
—
|
|
|
(72
|
)
|
||||||||
Unrealized net loss on hedging derivatives—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||||
Defined benefit plans—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
|
(43
|
)
|
|
—
|
|
|
(43
|
)
|
||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,273
|
|
|
47
|
|
|
1,320
|
|
||||||||
Purchases of treasury stock
|
—
|
|
|
(1,924
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,924
|
)
|
|
—
|
|
|
(1,924
|
)
|
||||||||
Retirement of treasury stock
|
(1
|
)
|
|
1,906
|
|
|
(220
|
)
|
|
(1,685
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Acquisition of treasury stock under employee stock plans
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||||
Issuance of $0.01 par value common stock under employee stock plans
|
—
|
|
|
1
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
||||||||
Excess tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||||||
Cash dividends ($1.00 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(256
|
)
|
|
—
|
|
|
(256
|
)
|
|
—
|
|
|
(256
|
)
|
||||||||
Distributions declared to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
(46
|
)
|
||||||||
Balance as of December 31, 2014
|
$
|
2
|
|
|
$
|
(222
|
)
|
|
$
|
1,414
|
|
|
$
|
3,175
|
|
|
$
|
(160
|
)
|
|
$
|
4,209
|
|
|
$
|
363
|
|
|
$
|
4,572
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
700
|
|
|
—
|
|
|
700
|
|
|
34
|
|
|
734
|
|
||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(157
|
)
|
|
(157
|
)
|
|
—
|
|
|
(157
|
)
|
||||||||
Defined benefit plans—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|
67
|
|
|
—
|
|
|
67
|
|
||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
610
|
|
|
34
|
|
|
644
|
|
||||||||
Purchases of treasury stock
|
—
|
|
|
(527
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(527
|
)
|
|
—
|
|
|
(527
|
)
|
||||||||
Retirement of treasury stock
|
—
|
|
|
597
|
|
|
(62
|
)
|
|
(535
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Acquisition of treasury stock under employee stock plans
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||||
Issuance of $0.01 par value common stock under employee stock plans
|
—
|
|
|
1
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
||||||||
Excess tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Cash dividends ($1.20 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(282
|
)
|
|
—
|
|
|
(282
|
)
|
|
—
|
|
|
(282
|
)
|
||||||||
Distributions declared to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
(45
|
)
|
||||||||
Balance as of December 31, 2015
|
$
|
2
|
|
|
$
|
(153
|
)
|
|
$
|
1,378
|
|
|
$
|
3,058
|
|
|
$
|
(250
|
)
|
|
$
|
4,035
|
|
|
$
|
352
|
|
|
$
|
4,387
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(277
|
)
|
|
—
|
|
|
(277
|
)
|
|
119
|
|
|
(158
|
)
|
||||||||
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74
|
)
|
|
(74
|
)
|
|
—
|
|
|
(74
|
)
|
||||||||
Defined benefit plans—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74
|
)
|
|
(74
|
)
|
|
—
|
|
|
(74
|
)
|
||||||||
Comprehensive (loss) income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(425
|
)
|
|
119
|
|
|
(306
|
)
|
||||||||
Retirement of treasury stock
|
—
|
|
|
150
|
|
|
(14
|
)
|
|
(136
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Acquisition of treasury stock under employee stock plans
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||||
Issuance of $0.01 par value common stock under employee stock plans
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
||||||||
Cash dividends ($1.20 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(280
|
)
|
|
—
|
|
|
(280
|
)
|
|
—
|
|
|
(280
|
)
|
||||||||
Issuance of noncontrolling interest in CF Industries Nitrogen, LLC (CFN)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,792
|
|
|
2,792
|
|
||||||||
Distributions declared to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(119
|
)
|
|
(119
|
)
|
||||||||
Balance as of December 31, 2016
|
$
|
2
|
|
|
$
|
(1
|
)
|
|
$
|
1,380
|
|
|
$
|
2,365
|
|
|
$
|
(398
|
)
|
|
$
|
3,348
|
|
|
$
|
3,144
|
|
|
$
|
6,492
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Net (loss) earnings
|
$
|
(158
|
)
|
|
$
|
734
|
|
|
$
|
1,437
|
|
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
678
|
|
|
480
|
|
|
393
|
|
|||
Deferred income taxes
|
739
|
|
|
78
|
|
|
18
|
|
|||
Stock-based compensation expense
|
19
|
|
|
17
|
|
|
17
|
|
|||
Unrealized net (gain) loss on natural gas and foreign currency derivatives
|
(260
|
)
|
|
163
|
|
|
119
|
|
|||
Loss on embedded derivative
|
23
|
|
|
—
|
|
|
—
|
|
|||
Gain on remeasurement of CF Fertilisers UK investment
|
—
|
|
|
(94
|
)
|
|
—
|
|
|||
Impairment of equity method investment in PLNL
|
134
|
|
|
62
|
|
|
—
|
|
|||
Loss on sale of equity method investments
|
—
|
|
|
43
|
|
|
—
|
|
|||
Loss on debt extinguishment
|
167
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of phosphate business
|
—
|
|
|
—
|
|
|
(750
|
)
|
|||
Loss on disposal of property, plant and equipment
|
10
|
|
|
21
|
|
|
4
|
|
|||
Undistributed loss (earnings) of affiliates—net of taxes
|
9
|
|
|
(3
|
)
|
|
(12
|
)
|
|||
Changes in:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable—net
|
18
|
|
|
(4
|
)
|
|
39
|
|
|||
Inventories
|
(7
|
)
|
|
(71
|
)
|
|
64
|
|
|||
Accrued and prepaid income taxes
|
(676
|
)
|
|
(148
|
)
|
|
(57
|
)
|
|||
Accounts payable and accrued expenses
|
(18
|
)
|
|
42
|
|
|
(53
|
)
|
|||
Customer advances
|
(120
|
)
|
|
(164
|
)
|
|
205
|
|
|||
Other—net
|
59
|
|
|
51
|
|
|
(3
|
)
|
|||
Net cash provided by operating activities
|
617
|
|
|
1,207
|
|
|
1,421
|
|
|||
Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Additions to property, plant and equipment
|
(2,211
|
)
|
|
(2,469
|
)
|
|
(1,809
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
14
|
|
|
12
|
|
|
11
|
|
|||
Proceeds from sale of equity method investment
|
—
|
|
|
13
|
|
|
—
|
|
|||
Proceeds from sale of phosphate business
|
—
|
|
|
—
|
|
|
1,372
|
|
|||
Purchase of CF Fertilisers UK, net of cash acquired
|
—
|
|
|
(552
|
)
|
|
—
|
|
|||
Sales and maturities of short-term and auction rate securities
|
—
|
|
|
—
|
|
|
5
|
|
|||
Deposits to restricted cash funds
|
—
|
|
|
—
|
|
|
(505
|
)
|
|||
Withdrawals from restricted cash funds
|
18
|
|
|
63
|
|
|
573
|
|
|||
Other—net
|
2
|
|
|
(43
|
)
|
|
9
|
|
|||
Net cash used in investing activities
|
(2,177
|
)
|
|
(2,976
|
)
|
|
(344
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from long-term borrowings
|
1,244
|
|
|
1,000
|
|
|
1,494
|
|
|||
Payments of long-term borrowings
|
(1,170
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from short-term borrowings
|
150
|
|
|
367
|
|
|
—
|
|
|||
Payments of short-term borrowings
|
(150
|
)
|
|
(367
|
)
|
|
—
|
|
|||
Payment to CHS related to credit provision
|
(5
|
)
|
|
—
|
|
|
—
|
|
|||
Financing fees
|
(31
|
)
|
|
(47
|
)
|
|
(16
|
)
|
|||
Purchases of treasury stock
|
—
|
|
|
(556
|
)
|
|
(1,935
|
)
|
|||
Dividends paid on common stock
|
(280
|
)
|
|
(282
|
)
|
|
(256
|
)
|
|||
Issuance of noncontrolling interest in CFN
|
2,800
|
|
|
—
|
|
|
—
|
|
|||
Distributions to noncontrolling interests
|
(119
|
)
|
|
(45
|
)
|
|
(46
|
)
|
|||
Issuances of common stock under employee stock plans
|
—
|
|
|
8
|
|
|
18
|
|
|||
Shares withheld for taxes
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
|||
Other—net
|
—
|
|
|
—
|
|
|
(43
|
)
|
|||
Net cash provided by (used in) financing activities
|
2,439
|
|
|
77
|
|
|
(787
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(1
|
)
|
|
(19
|
)
|
|
(4
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
878
|
|
|
(1,711
|
)
|
|
286
|
|
|||
Cash and cash equivalents at beginning of period
|
286
|
|
|
1,997
|
|
|
1,711
|
|
|||
Cash and cash equivalents at end of period
|
$
|
1,164
|
|
|
$
|
286
|
|
|
$
|
1,997
|
|
•
|
four
U.S. nitrogen fertilizer manufacturing facilities located in: Donaldsonville, Louisiana; Port Neal, Iowa; Yazoo City, Mississippi; and Woodward, Oklahoma. These facilities are owned by CF Industries Nitrogen, LLC (CFN), in which we own a majority equity interest and CHS Inc. (CHS) owns a minority equity interest See Note
17—Noncontrolling Interests
for additional information on our strategic venture with CHS;
|
•
|
an approximately
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;
|
•
|
two
Canadian nitrogen fertilizer manufacturing facilities, located in Medicine Hat, Alberta and Courtright, Ontario;
|
•
|
two
United Kingdom nitrogen manufacturing complexes, located in Ince and Billingham;
|
•
|
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 in 2015
|
|
December 31, 2015
|
|
Net Adjustments to Fair Value in 2016
(1)
|
|
Final Valuation
|
||||||||||
|
(in millions)
|
|||||||||||||||||||
Fair value of consideration transferred
|
$
|
570
|
|
|
$
|
—
|
|
|
$
|
570
|
|
|
$
|
—
|
|
|
$
|
570
|
|
|
Fair value of 50% of equity interest already held by the Company
|
570
|
|
|
—
|
|
|
570
|
|
|
—
|
|
|
570
|
|
||||||
Total fair value
|
$
|
1,140
|
|
|
$
|
—
|
|
|
$
|
1,140
|
|
|
$
|
—
|
|
|
$
|
1,140
|
|
|
Assets acquired and liabilities assumed
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Current assets
|
$
|
165
|
|
|
$
|
1
|
|
|
$
|
166
|
|
|
$
|
—
|
|
|
$
|
166
|
|
|
Property, plant and equipment
|
898
|
|
|
—
|
|
|
898
|
|
|
—
|
|
|
898
|
|
|||||
|
Goodwill
|
328
|
|
|
(8
|
)
|
|
320
|
|
|
4
|
|
|
324
|
|
|||||
|
Other assets
|
140
|
|
|
(1
|
)
|
|
139
|
|
|
—
|
|
|
139
|
|
|||||
|
Total assets acquired
|
1,531
|
|
|
(8
|
)
|
|
1,523
|
|
|
4
|
|
|
1,527
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current liabilities
|
74
|
|
|
1
|
|
|
75
|
|
|
—
|
|
|
75
|
|
|||||
|
Deferred income taxes
|
129
|
|
|
(9
|
)
|
|
120
|
|
|
4
|
|
|
124
|
|
|||||
|
Other liabilities
|
188
|
|
|
—
|
|
|
188
|
|
|
—
|
|
|
188
|
|
|||||
|
Total liabilities assumed
|
391
|
|
|
(8
|
)
|
|
383
|
|
|
4
|
|
|
387
|
|
|||||
Total net assets acquired
|
$
|
1,140
|
|
|
$
|
—
|
|
|
$
|
1,140
|
|
|
$
|
—
|
|
|
$
|
1,140
|
|
(1)
|
In July 2016, final adjustments were made to the fair value of the assets acquired and liabilities assumed, which resulted in a corresponding
$4 million
increase to goodwill.
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
Net (loss) earnings attributable to common stockholders
|
$
|
(277
|
)
|
|
$
|
700
|
|
|
$
|
1,390
|
|
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|||
Weighted-average common shares outstanding
|
233.1
|
|
|
235.3
|
|
|
255.9
|
|
|||
Net (loss) earnings attributable to common stockholders
|
$
|
(1.19
|
)
|
|
$
|
2.97
|
|
|
$
|
5.43
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|||
Weighted-average common shares outstanding
|
233.1
|
|
|
235.3
|
|
|
255.9
|
|
|||
Dilutive common shares—stock options
|
—
|
|
|
0.8
|
|
|
0.8
|
|
|||
Diluted weighted-average shares outstanding
|
233.1
|
|
|
236.1
|
|
|
256.7
|
|
|||
Net (loss) earnings attributable to common stockholders
|
$
|
(1.19
|
)
|
|
$
|
2.96
|
|
|
$
|
5.42
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Land
|
$
|
69
|
|
|
$
|
68
|
|
Machinery and equipment
|
11,664
|
|
|
7,348
|
|
||
Buildings and improvements
|
878
|
|
|
271
|
|
||
Construction in progress
(1)
|
280
|
|
|
3,626
|
|
||
|
12,891
|
|
|
11,313
|
|
||
Less: Accumulated depreciation and amortization
|
3,239
|
|
|
2,774
|
|
||
|
$
|
9,652
|
|
|
$
|
8,539
|
|
(1)
|
As of
December 31,
2016
and
2015
, we had property, plant and equipment that was accrued but unpaid of approximately
$225 million
and
$543 million
, respectively. These amounts included accruals related to our capacity expansion projects of
$185 million
and
$471 million
as of
December 31,
2016
and
2015
, respectively.
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Net capitalized turnaround costs at beginning of the year
|
$
|
220
|
|
|
$
|
153
|
|
|
$
|
120
|
|
Additions
|
74
|
|
|
135
|
|
|
88
|
|
|||
Depreciation
|
(89
|
)
|
|
(65
|
)
|
|
(54
|
)
|
|||
Effect of exchange rate changes
|
1
|
|
|
(3
|
)
|
|
(1
|
)
|
|||
Net capitalized turnaround costs at end of the year
|
$
|
206
|
|
|
$
|
220
|
|
|
$
|
153
|
|
|
Ammonia
|
|
Granular Urea
|
|
UAN
|
|
AN
|
|
Other
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Balance as of December 31, 2015
|
$
|
587
|
|
|
$
|
828
|
|
|
$
|
576
|
|
|
$
|
324
|
|
|
$
|
75
|
|
|
$
|
2,390
|
|
CF Fertilisers UK
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
4
|
|
||||||
Effect of exchange rate changes
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
(6
|
)
|
|
(49
|
)
|
||||||
Balance as of December 31, 2016
|
$
|
585
|
|
|
$
|
828
|
|
|
$
|
576
|
|
|
$
|
286
|
|
|
$
|
70
|
|
|
$
|
2,345
|
|
(1)
|
In July 2016, final adjustments were made to the fair value of the assets acquired and liabilities assumed in the acquisition of the remaining
50%
equity interest in CF Fertilisers UK not previously owned by us, which resulted in a corresponding
$4 million
increase to goodwill. See Note
4—Acquisitions and Divestitures
for additional information.
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
125
|
|
|
$
|
(24
|
)
|
|
$
|
101
|
|
|
$
|
140
|
|
|
$
|
(18
|
)
|
|
$
|
122
|
|
TerraCair brand
|
10
|
|
|
(10
|
)
|
|
—
|
|
|
10
|
|
|
(10
|
)
|
|
—
|
|
||||||
Trade names
|
29
|
|
|
(2
|
)
|
|
27
|
|
|
35
|
|
|
(1
|
)
|
|
34
|
|
||||||
Total intangible assets
|
$
|
164
|
|
|
$
|
(36
|
)
|
|
$
|
128
|
|
|
$
|
185
|
|
|
$
|
(29
|
)
|
|
$
|
156
|
|
|
Estimated
Amortization Expense |
||
|
(in millions)
|
||
2017
|
$
|
9
|
|
2018
|
9
|
|
|
2019
|
9
|
|
|
2020
|
9
|
|
|
2021
|
9
|
|
|
December 31, 2016
|
||||||||||||||
|
Cost Basis
|
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair Value
|
||||||||
|
(in millions)
|
||||||||||||||
Cash
|
$
|
89
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
89
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
U.S. and Canadian government obligations
|
1,075
|
|
|
—
|
|
|
—
|
|
|
1,075
|
|
||||
Total cash and cash equivalents
|
$
|
1,164
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,164
|
|
Restricted cash
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Nonqualified employee benefit trusts
|
18
|
|
|
1
|
|
|
—
|
|
|
19
|
|
|
December 31, 2015
|
||||||||||||||
|
Cost Basis
|
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair Value
|
||||||||
|
(in millions)
|
||||||||||||||
Cash
|
$
|
71
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
71
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
U.S. and Canadian government obligations
|
190
|
|
|
—
|
|
|
—
|
|
|
190
|
|
||||
Other debt securities
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
||||
Total cash and cash equivalents
|
$
|
286
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
286
|
|
Restricted cash
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
||||
Nonqualified employee benefit trusts
|
17
|
|
|
2
|
|
|
—
|
|
|
19
|
|
|
December 31, 2016
|
||||||||||||||
|
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
|
$
|
1,075
|
|
|
$
|
1,075
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||
Derivative assets
|
56
|
|
|
—
|
|
|
56
|
|
|
—
|
|
||||
Nonqualified employee benefit trusts
|
19
|
|
|
19
|
|
|
—
|
|
|
—
|
|
||||
Derivative liabilities
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
||||
Embedded derivative liability
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
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
|
|
|
$
|
215
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
23
|
|
|
23
|
|
|
—
|
|
|
—
|
|
||||
Nonqualified employee benefit trusts
|
19
|
|
|
19
|
|
|
—
|
|
|
—
|
|
||||
Derivative liabilities
|
(211
|
)
|
|
—
|
|
|
(211
|
)
|
|
—
|
|
|
December 31,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
|
Carrying
Amount |
|
Fair Value
|
|
Carrying
Amount |
|
Fair Value
|
||||||||
|
(in millions)
|
||||||||||||||
Long-term debt
|
$
|
5,778
|
|
|
$
|
5,506
|
|
|
$
|
5,537
|
|
|
$
|
5,456
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Domestic
|
$
|
(43
|
)
|
|
$
|
1,031
|
|
|
$
|
2,073
|
|
Non-U.S.
|
(183
|
)
|
|
27
|
|
|
114
|
|
|||
|
$
|
(226
|
)
|
|
$
|
1,058
|
|
|
$
|
2,187
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Current
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
(795
|
)
|
|
$
|
258
|
|
|
$
|
645
|
|
Foreign
|
11
|
|
|
20
|
|
|
30
|
|
|||
State
|
(23
|
)
|
|
39
|
|
|
79
|
|
|||
|
(807
|
)
|
|
317
|
|
|
754
|
|
|||
Deferred
|
|
|
|
|
|
|
|
|
|||
Federal
|
761
|
|
|
76
|
|
|
12
|
|
|||
Foreign
|
(1
|
)
|
|
(13
|
)
|
|
(8
|
)
|
|||
State
|
(21
|
)
|
|
16
|
|
|
15
|
|
|||
|
739
|
|
|
79
|
|
|
19
|
|
|||
Income tax (benefit) provision
|
$
|
(68
|
)
|
|
$
|
396
|
|
|
$
|
773
|
|
|
Year ended December 31,
|
|||||||||||
|
2016
|
|
2015
|
|
|
2014
|
||||||
|
(in millions, except percentages)
|
|||||||||||
(Loss) earnings before income taxes and equity in earnings of non-operating affiliates
|
$
|
(226
|
)
|
|
$
|
1,058
|
|
|
|
$
|
2,187
|
|
Expected tax (benefit) provision at U.S. statutory rate of 35%
|
(79
|
)
|
|
370
|
|
|
|
765
|
|
|||
State income taxes, net of federal
|
(33
|
)
|
|
32
|
|
|
|
62
|
|
|||
Net earnings attributable to noncontrolling interests
|
(42
|
)
|
|
(12
|
)
|
|
|
(16
|
)
|
|||
U.S. manufacturing profits deduction
|
39
|
|
|
(17
|
)
|
|
|
(28
|
)
|
|||
Foreign tax rate differential
|
30
|
|
|
(17
|
)
|
|
|
(40
|
)
|
|||
U.S. tax on foreign earnings
|
(10
|
)
|
|
—
|
|
|
|
9
|
|
|||
Depletion
|
—
|
|
|
—
|
|
|
|
(1
|
)
|
|||
Valuation allowance
|
50
|
|
|
16
|
|
|
|
18
|
|
|||
Non-deductible capital costs
|
(17
|
)
|
|
18
|
|
|
|
—
|
|
|||
Other
|
(6
|
)
|
|
6
|
|
|
|
4
|
|
|||
Income tax (benefit) provision
|
$
|
(68
|
)
|
|
$
|
396
|
|
|
|
$
|
773
|
|
Effective tax rate
|
30.0
|
%
|
|
37.4
|
%
|
|
|
35.3
|
%
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||
Net operating loss and capital loss carryforwards, principally in foreign jurisdictions
|
$
|
187
|
|
|
$
|
100
|
|
Retirement and other employee benefits
|
121
|
|
|
95
|
|
||
Unrealized loss on hedging derivatives
|
9
|
|
|
68
|
|
||
Intangible asset
|
34
|
|
|
60
|
|
||
Federal tax settlement
|
—
|
|
|
14
|
|
||
Other
|
140
|
|
|
111
|
|
||
|
491
|
|
|
448
|
|
||
Valuation allowance
|
(159
|
)
|
|
(109
|
)
|
||
|
332
|
|
|
339
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Depreciation and amortization
|
(1,909
|
)
|
|
(1,209
|
)
|
||
Foreign earnings
|
(28
|
)
|
|
(28
|
)
|
||
Unrealized gain on hedging derivatives
|
(19
|
)
|
|
(3
|
)
|
||
Other
|
(6
|
)
|
|
(15
|
)
|
||
|
(1,962
|
)
|
|
(1,255
|
)
|
||
Net deferred tax liability
|
$
|
(1,630
|
)
|
|
$
|
(916
|
)
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Unrecognized tax benefits:
|
|
|
|
|
|
||
Beginning balance
|
$
|
155
|
|
|
$
|
136
|
|
Additions for tax positions taken during the current year
|
—
|
|
|
2
|
|
||
Additions for tax positions taken during prior years
|
2
|
|
|
18
|
|
||
Reductions related to lapsed statutes of limitations
|
(7
|
)
|
|
(1
|
)
|
||
Reductions related to settlements with tax jurisdictions
|
(16
|
)
|
|
—
|
|
||
Ending balance
|
$
|
134
|
|
|
$
|
155
|
|
|
Pension Plans
|
|
Retiree Medical Plans
|
||||||||||||||||||||
|
North America
|
|
United Kingdom
|
|
North America
|
||||||||||||||||||
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets as of January 1
|
$
|
627
|
|
|
$
|
665
|
|
|
$
|
414
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquisition of CF Fertilisers UK plans
|
—
|
|
|
—
|
|
|
—
|
|
|
442
|
|
|
—
|
|
|
—
|
|
||||||
Return on plan assets
|
39
|
|
|
3
|
|
|
21
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
4
|
|
|
19
|
|
|
19
|
|
|
9
|
|
|
4
|
|
|
4
|
|
||||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Benefit payments
|
(38
|
)
|
|
(38
|
)
|
|
(19
|
)
|
|
(8
|
)
|
|
(5
|
)
|
|
(5
|
)
|
||||||
Foreign currency translation
|
4
|
|
|
(22
|
)
|
|
(69
|
)
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets as of December 31
|
636
|
|
|
627
|
|
|
366
|
|
|
414
|
|
|
—
|
|
|
—
|
|
||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Benefit obligation as of January 1
|
(736
|
)
|
|
(788
|
)
|
|
(563
|
)
|
|
—
|
|
|
(56
|
)
|
|
(63
|
)
|
||||||
Acquisition of CF Fertilisers UK plans
|
—
|
|
|
—
|
|
|
—
|
|
|
(618
|
)
|
|
—
|
|
|
—
|
|
||||||
Service cost
|
(14
|
)
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest cost
|
(31
|
)
|
|
(30
|
)
|
|
(19
|
)
|
|
(9
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||||
Benefit payments
|
38
|
|
|
38
|
|
|
19
|
|
|
8
|
|
|
5
|
|
|
5
|
|
||||||
Foreign currency translation
|
(3
|
)
|
|
21
|
|
|
99
|
|
|
34
|
|
|
—
|
|
|
1
|
|
||||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Change in assumptions and other
|
(13
|
)
|
|
37
|
|
|
(95
|
)
|
|
22
|
|
|
2
|
|
|
4
|
|
||||||
Benefit obligation as of December 31
|
(759
|
)
|
|
(736
|
)
|
|
(559
|
)
|
|
(563
|
)
|
|
(52
|
)
|
|
(56
|
)
|
||||||
Funded status as of year end
|
$
|
(123
|
)
|
|
$
|
(109
|
)
|
|
$
|
(193
|
)
|
|
$
|
(149
|
)
|
|
$
|
(52
|
)
|
|
$
|
(56
|
)
|
|
Pension Plans
|
|
Retiree Medical Plans
|
||||||||||||||||||||
|
North America
|
|
United Kingdom
|
|
North America
|
||||||||||||||||||
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Other assets
|
$
|
7
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||||
Other liabilities
|
(130
|
)
|
|
(118
|
)
|
|
(193
|
)
|
|
(149
|
)
|
|
(47
|
)
|
|
(51
|
)
|
||||||
|
$
|
(123
|
)
|
|
$
|
(109
|
)
|
|
$
|
(193
|
)
|
|
$
|
(149
|
)
|
|
$
|
(52
|
)
|
|
$
|
(56
|
)
|
|
Pension Plans
|
|
Retiree Medical Plans
|
||||||||||||||||||||
|
North America
|
|
United Kingdom
|
|
North America
|
||||||||||||||||||
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Prior service cost (benefit)
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
(4
|
)
|
Net actuarial loss (gain)
|
91
|
|
|
88
|
|
|
80
|
|
|
(8
|
)
|
|
7
|
|
|
8
|
|
||||||
|
$
|
92
|
|
|
$
|
89
|
|
|
$
|
80
|
|
|
$
|
(8
|
)
|
|
$
|
3
|
|
|
$
|
4
|
|
|
Pension Plans
|
|
Retiree Medical Plans
|
||||||||||||||||||||||||||||
|
North America
|
|
United Kingdom
|
|
North America
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Service cost
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
31
|
|
|
30
|
|
|
35
|
|
|
19
|
|
|
9
|
|
|
2
|
|
|
2
|
|
|
3
|
|
||||||||
Expected return on plan assets
|
(30
|
)
|
|
(28
|
)
|
|
(36
|
)
|
|
(20
|
)
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Settlement charge
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Curtailment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||||
Amortization of prior service cost (benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||||||
Amortization of actuarial loss (gain)
|
1
|
|
|
6
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
||||||||
Net periodic benefit cost (income)
|
16
|
|
|
22
|
|
|
24
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|
4
|
|
||||||||
Net actuarial (gain) loss
|
4
|
|
|
(11
|
)
|
|
78
|
|
|
94
|
|
|
(8
|
)
|
|
(2
|
)
|
|
(4
|
)
|
|
4
|
|
||||||||
Prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
||||||||
Curtailment effects
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Settlement effects
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Amortization of prior service benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||||||
Amortization of actuarial loss
|
(1
|
)
|
|
(6
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||||
Total recognized in accumulated other comprehensive loss
|
3
|
|
|
(17
|
)
|
|
52
|
|
|
94
|
|
|
(8
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|
(3
|
)
|
||||||||
Total recognized in net periodic benefit cost (income) and accumulated other comprehensive loss
|
$
|
19
|
|
|
$
|
5
|
|
|
$
|
76
|
|
|
$
|
93
|
|
|
$
|
(8
|
)
|
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
|
$
|
1
|
|
•
|
a curtailment gain for our U.S. pension plan, which resulted in a reduction of
$14 million
in our pension benefit obligation (PBO) and a corresponding increase in other comprehensive income;
|
•
|
a decrease of
$7 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 above); and
|
•
|
a
$2 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
|
||||||
|
(in millions)
|
||||||||||
Prior service cost (benefit)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
Net actuarial loss (gain)
|
1
|
|
|
1
|
|
|
(1
|
)
|
|
North America
|
|
United Kingdom
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in millions)
|
||||||||||||||
Accumulated benefit obligation
|
$
|
(599
|
)
|
|
$
|
(586
|
)
|
|
$
|
(559
|
)
|
|
$
|
(563
|
)
|
Fair value of plan assets
|
508
|
|
|
506
|
|
|
366
|
|
|
414
|
|
|
North America
|
|
United Kingdom
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in millions)
|
||||||||||||||
Projected benefit obligation
|
$
|
(699
|
)
|
|
$
|
(679
|
)
|
|
$
|
(559
|
)
|
|
$
|
(563
|
)
|
Fair value of plan assets
|
568
|
|
|
561
|
|
|
366
|
|
|
414
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
Retiree Medical Plans
|
||||||||
|
North America
|
|
United Kingdom
|
|
North America
|
||||||
|
(in millions)
|
||||||||||
2017
|
$
|
42
|
|
|
$
|
18
|
|
|
$
|
5
|
|
2018
|
43
|
|
|
18
|
|
|
5
|
|
|||
2019
|
45
|
|
|
19
|
|
|
4
|
|
|||
2020
|
46
|
|
|
19
|
|
|
4
|
|
|||
2021
|
47
|
|
|
20
|
|
|
4
|
|
|||
2022-2026
|
246
|
|
|
107
|
|
|
15
|
|
|
Pension Plans
|
|
Retiree Medical Plans
|
||||||||||||||||||||
|
North America
|
|
United Kingdom
|
North America
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2014
|
||||||||
Weighted-average discount rate—obligation
|
4.0
|
%
|
|
4.3
|
%
|
|
4.0
|
%
|
|
2.8
|
%
|
|
3.8
|
%
|
|
3.8
|
%
|
|
3.9
|
%
|
|
3.6
|
%
|
Weighted-average discount rate—expense
|
4.3
|
%
|
|
4.0
|
%
|
|
4.8
|
%
|
|
3.8
|
%
|
|
3.7
|
%
|
|
3.9
|
%
|
|
3.6
|
%
|
|
4.2
|
%
|
Weighted-average rate of increase in future compensation
|
4.3
|
%
|
|
4.3
|
%
|
|
4.3
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Weighted-average expected long-term rate of return on assets—expense
|
4.9
|
%
|
|
4.8
|
%
|
|
5.5
|
%
|
|
5.2
|
%
|
|
5.4
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Weighted-average retail price index—obligation
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
3.3
|
%
|
|
3.1
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Weighted-average retail price index—expense
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
3.1
|
%
|
|
3.1
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
One-Percentage-Point
|
||||||
|
Increase
|
|
Decrease
|
||||
|
(in millions)
|
||||||
Effect on total service and interest cost for 2016
|
$
|
—
|
|
|
$
|
—
|
|
Effect on benefit obligation as of December 31, 2016
|
6
|
|
|
(5
|
)
|
|
North America
|
||||||||||||||
|
December 31, 2016
|
||||||||||||||
|
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)
|
$
|
39
|
|
|
$
|
6
|
|
|
$
|
33
|
|
|
$
|
—
|
|
Equity mutual funds
|
|
|
|
|
|
|
|
|
|
|
|
||||
Index equity
(2)
|
112
|
|
|
112
|
|
|
—
|
|
|
—
|
|
||||
Pooled equity
(3)
|
41
|
|
|
—
|
|
|
41
|
|
|
—
|
|
||||
Fixed income
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury bonds and notes
(4)
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
||||
Pooled mutual funds
(5)
|
86
|
|
|
—
|
|
|
86
|
|
|
—
|
|
||||
Corporate bonds and notes
(6)
|
329
|
|
|
—
|
|
|
329
|
|
|
—
|
|
||||
Government and agency securities
(7)
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||
Other
(8)
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Total assets at fair value by fair value levels
|
$
|
637
|
|
|
$
|
132
|
|
|
$
|
505
|
|
|
$
|
—
|
|
Accruals and payables—net
|
(1
|
)
|
|
|
|
|
|
|
|||||||
Total assets
|
$
|
636
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom
|
||||||||||||||
|
December 31, 2016
|
||||||||||||||
|
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
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Pooled target return funds
(9)
|
185
|
|
|
—
|
|
|
185
|
|
|
—
|
|
||||
Fixed income
|
|
|
|
|
|
|
—
|
|
|||||||
Pooled UK government index-linked securities
(10)
|
28
|
|
|
—
|
|
|
28
|
|
|
—
|
|
||||
Pooled global fixed income funds
(11)
|
114
|
|
|
—
|
|
|
114
|
|
|
—
|
|
||||
Total assets at fair value by fair value levels
|
$
|
330
|
|
|
$
|
3
|
|
|
$
|
327
|
|
|
$
|
—
|
|
Assets measured at NAV as a practical expedient
|
|
|
|
|
|
|
|
||||||||
Pooled property funds
(12)
|
36
|
|
|
|
|
|
|
|
|||||||
Total assets measured at NAV as a practical expedient
|
36
|
|
|
|
|
|
|
|
|||||||
Total assets at fair value
|
366
|
|
|
|
|
|
|
|
|||||||
Accruals and payables—net
|
—
|
|
|
|
|
|
|
|
|||||||
Total assets
|
$
|
366
|
|
|
|
|
|
|
|
|
North America
|
||||||||||||||
|
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 and cash equivalents
(1)
|
$
|
32
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity mutual funds
|
|
|
|
|
|
|
|
|
|
|
|
||||
Index equity
(2)
|
103
|
|
|
103
|
|
|
—
|
|
|
—
|
|
||||
Pooled equity
(3)
|
39
|
|
|
—
|
|
|
39
|
|
|
—
|
|
||||
Fixed income
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury bonds and notes
(4)
|
11
|
|
|
11
|
|
|
—
|
|
|
—
|
|
||||
Pooled mutual funds
(5)
|
82
|
|
|
—
|
|
|
82
|
|
|
—
|
|
||||
Corporate bonds and notes
(6)
|
338
|
|
|
—
|
|
|
338
|
|
|
—
|
|
||||
Government and agency securities
(7)
|
21
|
|
|
—
|
|
|
21
|
|
|
—
|
|
||||
Other
(8)
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Total assets at fair value by fair value levels
|
$
|
628
|
|
|
$
|
146
|
|
|
$
|
482
|
|
|
$
|
—
|
|
Accruals and payables—net
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
||||
Total assets
|
$
|
627
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom
|
||||||||||||||
|
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
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Pooled target return funds
(9)
|
216
|
|
|
—
|
|
|
216
|
|
|
—
|
|
||||
Fixed income
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pooled UK government index-linked securities
(10)
|
26
|
|
|
—
|
|
|
26
|
|
|
—
|
|
||||
Pooled global fixed income funds
(11)
|
127
|
|
|
—
|
|
|
127
|
|
|
—
|
|
||||
Total assets at fair value by fair value levels
|
$
|
372
|
|
|
$
|
3
|
|
|
$
|
369
|
|
|
$
|
—
|
|
Assets measured at NAV as a practical expedient
|
|
|
|
|
|
|
|
||||||||
Pooled property funds
(12)
|
42
|
|
|
|
|
|
|
|
|||||||
Total assets measured at NAV as a practical expedient
|
42
|
|
|
|
|
|
|
|
|||||||
Total assets at fair value
|
414
|
|
|
|
|
|
|
|
|||||||
Accruals and payables—net
|
—
|
|
|
|
|
|
|
|
|||||||
Total assets
|
$
|
414
|
|
|
|
|
|
|
|
(1)
|
Cash and cash equivalents are primarily repurchase agreements, 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)
|
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.
|
(4)
|
U.S. Treasury bonds and notes are valued based on quoted market prices in an active market.
|
(5)
|
The fixed income pooled mutual funds invest in investment-grade corporate debt, various governmental debt obligations, and mortgage-backed securities with varying maturities.
|
(6)
|
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.
|
(7)
|
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.
|
(8)
|
Other includes primarily mortgage-backed and asset-backed securities, which are valued by institutional pricing services, which gather information from market sources and integrate credit information, observed market movements and sector news into their pricing applications and models.
|
(9)
|
Pooled target return funds invest in a broad array of asset classes and a range of diversifiers including the use of derivatives. The funds are valued at net asset value (NAV) as determined by the fund managers based on the value of the underlying net assets of the fund.
|
(10)
|
Pooled United Kingdom government index-linked funds invest primarily in United Kingdom government index-linked gilt securities. The funds are valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.
|
(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. The funds are valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.
|
(12)
|
Pooled property funds invest primarily in freehold and leasehold property in the United Kingdom. The 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.
|
(i)
|
restrict the ratio of total secured debt to EBITDA (as defined in the Revolving Credit Agreement) for the period of four consecutive fiscal quarters most recently ended to a maximum of
3.75
:1.00,
|
(ii)
|
require the ratio of EBITDA for the period of four consecutive fiscal quarters most recently ended to consolidated interest expense (as defined in the Revolving Credit Agreement) for the period of four consecutive fiscal quarters most recently ended to be a minimum of
1.20
:1.00 for the fiscal quarters ending on or prior to December 31, 2018, and
1.50
:1.00 thereafter, and
|
(iii)
|
require the ratio of total debt to total capitalization as of the last day of any fiscal quarter to be less than or equal to
0.60
:1.00.
|
|
Effective Interest Rate
|
|
December 31,
2016 |
|
December 31,
2015 |
||||||||||||
|
|
Principal
|
|
Carrying Amount
(1)
|
|
Principal
|
|
Carrying Amount
(1)(2)
|
|||||||||
|
|
|
(in millions)
|
||||||||||||||
Public Senior Notes:
|
|
|
|
|
|
|
|
|
|
||||||||
6.875% due 2018
|
7.344%
|
|
$
|
800
|
|
|
$
|
795
|
|
|
$
|
800
|
|
|
$
|
792
|
|
7.125% due 2020
|
7.529%
|
|
800
|
|
|
791
|
|
|
800
|
|
|
788
|
|
||||
3.450% due 2023
|
3.562%
|
|
750
|
|
|
745
|
|
|
750
|
|
|
745
|
|
||||
5.150% due 2034
|
5.279%
|
|
750
|
|
|
739
|
|
|
750
|
|
|
739
|
|
||||
4.950% due 2043
|
5.031%
|
|
750
|
|
|
741
|
|
|
750
|
|
|
741
|
|
||||
5.375% due 2044
|
5.465%
|
|
750
|
|
|
741
|
|
|
750
|
|
|
740
|
|
||||
Senior Secured Notes:
|
|
|
|
|
|
|
|
|
|
||||||||
3.400% due 2021
|
3.784%
|
|
500
|
|
|
491
|
|
|
—
|
|
|
—
|
|
||||
4.500% due 2026
|
4.760%
|
|
750
|
|
|
735
|
|
|
—
|
|
|
—
|
|
||||
Private Senior Notes:
|
|
|
|
|
|
|
|
|
|
||||||||
4.490% due 2022
|
4.664%
|
|
—
|
|
|
—
|
|
|
250
|
|
|
248
|
|
||||
4.930% due 2025
|
5.061%
|
|
—
|
|
|
—
|
|
|
500
|
|
|
496
|
|
||||
5.030% due 2027
|
5.145%
|
|
—
|
|
|
—
|
|
|
250
|
|
|
248
|
|
||||
Total long-term debt
|
|
|
$
|
5,850
|
|
|
$
|
5,778
|
|
|
$
|
5,600
|
|
|
$
|
5,537
|
|
(1)
|
Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was
$12 million
and
$7 million
as of
December 31, 2016
and
December 31, 2015
, respectively, and total deferred debt issuance costs were
$60 million
and
$56 million
as of
December 31, 2016
and
December 31, 2015
, respectively.
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Interest on borrowings
(1)
|
$
|
303
|
|
|
$
|
267
|
|
|
$
|
238
|
|
Fees on financing agreements
(1)(2)(3)
|
59
|
|
|
17
|
|
|
11
|
|
|||
Interest on tax liabilities
|
4
|
|
|
3
|
|
|
3
|
|
|||
Interest capitalized
|
(166
|
)
|
|
(154
|
)
|
|
(74
|
)
|
|||
Interest expense
|
$
|
200
|
|
|
$
|
133
|
|
|
$
|
178
|
|
(1)
|
See Note
12—Financing Agreements
for additional information.
|
(2)
|
Fees on financing agreements for the year ended
December 31, 2016
includes
$28 million
of fees related to the termination of the tranche B commitment under the bridge credit agreement as a result of the termination of the Combination Agreement. Fees on financing agreements for the year ended
December 31, 2015
includes
$6 million
of accelerated amortization of deferred fees related to the termination in September 2015 of the tranche A commitment under the bridge credit agreement. See Note
4—Acquisitions and Divestitures
additional information.
|
(3)
|
Fees on financing agreements for the year ended
December 31, 2016
includes
$9 million
of accelerated amortization of deferred fees related to the payment of the Private Senior Notes in November 2016,
$2 million
of accelerated amortization of deferred fees related to the July 2016 Credit Agreement Amendment, which reduced the Revolving Credit Facility to
$1.5 billion
from
$2.0 billion
, and
$4 million
of accelerated amortization of deferred fees related to the November 2016 Credit Agreement Amendment, which reduced the Revolving Credit Facility to
$750 million
from
$1.5 billion
. See Note
12—Financing Agreements
for additional information.
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Loss on disposal of property, plant and equipment—net
|
$
|
10
|
|
|
$
|
21
|
|
|
$
|
4
|
|
Expansion project costs
(1)
|
73
|
|
|
51
|
|
|
30
|
|
|||
Loss on foreign currency derivatives
(2)
|
—
|
|
|
22
|
|
|
38
|
|
|||
Loss (gain) on foreign currency transactions
(3)
|
93
|
|
|
(8
|
)
|
|
(15
|
)
|
|||
Loss on embedded derivative
(4)
|
23
|
|
|
—
|
|
|
—
|
|
|||
Closed facilities costs
|
—
|
|
|
—
|
|
|
1
|
|
|||
Other
|
9
|
|
|
6
|
|
|
(5
|
)
|
|||
Other operating—net
|
$
|
208
|
|
|
$
|
92
|
|
|
$
|
53
|
|
(1)
|
Expansion project costs that did not qualify for capitalization include amounts related to administrative and consulting services for our capacity expansion projects in Port Neal, Iowa and Donaldsonville, Louisiana.
|
(2)
|
See Note
15—Derivative Financial Instruments
for additional information.
|
(3)
|
Loss (gain) on foreign currency transactions primarily relates to the unrealized foreign currency exchange rate impact on intercompany debt that has not been permanently invested.
|
(4)
|
The loss on embedded derivative consists of unrealized and realized losses related to a provision of our strategic venture with CHS. See Note
9—Fair Value Measurements
for additional information.
|
|
Gain (loss) in income
|
||||||||||||
|
|
|
Year ended December 31,
|
||||||||||
|
Location
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
(in millions)
|
||||||||||
Natural gas derivatives
|
Cost of sales
|
|
$
|
260
|
|
|
$
|
(176
|
)
|
|
$
|
(79
|
)
|
Foreign exchange contracts
|
Other operating—net
|
|
—
|
|
|
22
|
|
|
(44
|
)
|
|||
Unrealized gains (losses) recognized in income
|
|
|
260
|
|
|
(154
|
)
|
|
(123
|
)
|
|||
Realized (losses) gains
|
|
|
(133
|
)
|
|
(114
|
)
|
|
64
|
|
|||
Net derivative gains (losses)
|
|
|
$
|
127
|
|
|
$
|
(268
|
)
|
|
$
|
(59
|
)
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
Balance Sheet
Location
|
|
December 31,
|
|
Balance Sheet
Location
|
|
December 31,
|
||||||||||||
|
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
||||||||||
|
|
|
(in millions)
|
|
|
|
(in millions)
|
||||||||||||
Natural gas derivatives
|
Other current assets
|
|
$
|
52
|
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
—
|
|
|
$
|
(130
|
)
|
Natural gas derivatives
|
Other assets
|
|
4
|
|
|
—
|
|
|
Other liabilities
|
|
(6
|
)
|
|
(81
|
)
|
||||
Total derivatives
|
|
|
$
|
56
|
|
|
$
|
—
|
|
|
|
|
$
|
(6
|
)
|
|
$
|
(211
|
)
|
•
|
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, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative assets
|
$
|
56
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
50
|
|
Total derivative liabilities
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
||||
Net derivative assets
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total derivative liabilities
|
211
|
|
|
—
|
|
|
—
|
|
|
211
|
|
||||
Net derivative liabilities
|
$
|
(211
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(211
|
)
|
(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 herein are the same.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Trade
|
$
|
227
|
|
|
$
|
210
|
|
Other
|
9
|
|
|
57
|
|
||
Accounts receivable—net
|
$
|
236
|
|
|
$
|
267
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Finished goods
|
$
|
279
|
|
|
$
|
286
|
|
Raw materials, spare parts and supplies
|
60
|
|
|
35
|
|
||
Total inventories
|
$
|
339
|
|
|
$
|
321
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Accounts payable
|
$
|
81
|
|
|
$
|
97
|
|
Capacity expansion project costs
|
185
|
|
|
416
|
|
||
Accrued natural gas costs
|
111
|
|
|
70
|
|
||
Payroll and employee-related costs
|
46
|
|
|
49
|
|
||
Accrued interest
|
53
|
|
|
60
|
|
||
Other
|
162
|
|
|
226
|
|
||
Accounts payable and accrued expenses
|
$
|
638
|
|
|
$
|
918
|
|
|
|
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Benefit plans and deferred compensation
|
$
|
393
|
|
|
$
|
343
|
|
Tax-related liabilities
|
103
|
|
|
118
|
|
||
Unrealized losses on derivatives
|
6
|
|
|
81
|
|
||
Unrealized loss on embedded derivative
|
21
|
|
|
—
|
|
||
Capacity expansion project costs
|
—
|
|
|
55
|
|
||
Environmental and related costs
|
8
|
|
|
7
|
|
||
Other
|
14
|
|
|
24
|
|
||
Other liabilities
|
$
|
545
|
|
|
$
|
628
|
|
|
Year ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||||
|
CFN
|
|
TNCLP
|
|
Total
|
|
TNCLP
|
|
TNCLP
|
||||||||||
|
|
|
(in millions)
|
||||||||||||||||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
—
|
|
|
$
|
352
|
|
|
$
|
352
|
|
|
$
|
363
|
|
|
$
|
362
|
|
Issuance of noncontrolling interest in CFN
|
2,792
|
|
|
—
|
|
|
2,792
|
|
|
—
|
|
|
—
|
|
|||||
Earnings attributable to noncontrolling interests
|
93
|
|
|
26
|
|
|
119
|
|
|
34
|
|
|
47
|
|
|||||
Declaration of distributions payable
|
(79
|
)
|
|
(40
|
)
|
|
(119
|
)
|
|
(45
|
)
|
|
(46
|
)
|
|||||
Ending balance
|
$
|
2,806
|
|
|
$
|
338
|
|
|
$
|
3,144
|
|
|
$
|
352
|
|
|
$
|
363
|
|
Distributions payable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Beginning balance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Declaration of distributions payable
|
79
|
|
|
40
|
|
|
119
|
|
|
45
|
|
|
46
|
|
|||||
Distributions to noncontrolling interests
|
(79
|
)
|
|
(40
|
)
|
|
(119
|
)
|
|
(45
|
)
|
|
(46
|
)
|
|||||
Ending balance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2014 Program
|
|
2012 Program
|
||||||||||
|
Shares
|
|
Amounts
|
|
Shares
|
|
Amounts
|
||||||
|
(in millions)
|
||||||||||||
Shares repurchased in 2013
|
—
|
|
|
$
|
—
|
|
|
36.7
|
|
|
$
|
1,449
|
|
Shares repurchased in 2014:
|
|
|
|
|
|
|
|
||||||
First quarter
|
—
|
|
|
$
|
—
|
|
|
16.0
|
|
|
$
|
794
|
|
Second quarter
|
—
|
|
|
—
|
|
|
15.4
|
|
|
757
|
|
||
Third quarter
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Fourth quarter
|
7.0
|
|
|
373
|
|
|
—
|
|
|
—
|
|
||
Total shares repurchased in 2014
|
7.0
|
|
|
373
|
|
|
31.4
|
|
|
1,551
|
|
||
Shares repurchased as of December 31, 2014
|
7.0
|
|
|
$
|
373
|
|
|
68.1
|
|
|
$
|
3,000
|
|
Shares repurchased in 2015:
|
|
|
|
|
|
|
|
||||||
First quarter
|
4.1
|
|
|
$
|
237
|
|
|
|
|
|
|||
Second quarter
|
4.5
|
|
|
268
|
|
|
|
|
|
||||
Third quarter
|
0.3
|
|
|
22
|
|
|
|
|
|
||||
Fourth quarter
|
—
|
|
|
—
|
|
|
|
|
|
||||
Total shares repurchased in 2015
|
8.9
|
|
|
527
|
|
|
|
|
|
||||
Shares repurchased as of December 31, 2015
|
15.9
|
|
|
$
|
900
|
|
|
|
|
|
|
Year ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Beginning balance
|
233,081,556
|
|
|
241,673,050
|
|
|
279,240,970
|
|
Exercise of stock options
|
17,600
|
|
|
274,705
|
|
|
942,560
|
|
Issuance of restricted stock
(1)
|
44,941
|
|
|
40,673
|
|
|
20,875
|
|
Forfeitures of restricted stock
|
(10,000
|
)
|
|
—
|
|
|
(65,680
|
)
|
Purchase of treasury shares
(2)
|
(19,928
|
)
|
|
(8,906,872
|
)
|
|
(38,465,675
|
)
|
Ending balance
|
233,114,169
|
|
|
233,081,556
|
|
|
241,673,050
|
|
(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
(Loss) Income
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balance as of December 31, 2013
|
$
|
31
|
|
|
$
|
1
|
|
|
$
|
7
|
|
|
$
|
(82
|
)
|
|
$
|
(43
|
)
|
Reclassification to earnings
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
33
|
|
|
30
|
|
|||||
Loss arising during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
|
(106
|
)
|
|||||
Effect of exchange rate changes and deferred taxes
|
(72
|
)
|
|
—
|
|
|
1
|
|
|
30
|
|
|
(41
|
)
|
|||||
Balance as of December 31, 2014
|
(41
|
)
|
|
1
|
|
|
5
|
|
|
(125
|
)
|
|
(160
|
)
|
|||||
Reclassification to earnings
|
—
|
|
|
1
|
|
|
—
|
|
|
6
|
|
|
7
|
|
|||||
Impact of CF Fertilisers UK acquisition
|
9
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
47
|
|
|||||
Gain arising during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
24
|
|
|||||
Effect of exchange rate changes and deferred taxes
|
(166
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(168
|
)
|
|||||
Balance as of December 31, 2015
|
(198
|
)
|
|
1
|
|
|
5
|
|
|
(58
|
)
|
|
(250
|
)
|
|||||
Unrealized loss
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Reclassification to earnings
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|||||
Loss arising during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|
(97
|
)
|
|||||
Effect of exchange rate changes and deferred taxes
|
(74
|
)
|
|
—
|
|
|
—
|
|
|
22
|
|
|
(52
|
)
|
|||||
Balance as of December 31, 2016
|
$
|
(272
|
)
|
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
(132
|
)
|
|
$
|
(398
|
)
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Foreign Currency Translation Adjustment
|
|
|
|
|
|
||||||
CF Fertilisers UK equity method investment remeasurement
(1)
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
—
|
|
Total before tax
|
—
|
|
|
9
|
|
|
—
|
|
|||
Tax effect
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net of tax
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
—
|
|
Unrealized Gain (Loss) on Securities
|
|
|
|
|
|
|
|||||
Available-for-sale securities
(2)
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Total before tax
|
1
|
|
|
1
|
|
|
—
|
|
|||
Tax effect
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Net of tax
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unrealized Gain (Loss) on Derivatives
|
|
|
|
|
|
||||||
Reclassification of de-designated hedges
(3)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
Total before tax
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Tax effect
|
—
|
|
|
—
|
|
|
1
|
|
|||
Net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
Defined Benefit Plans
|
|
|
|
|
|
|
|
|
|||
CF Fertilisers UK equity method investment remeasurement
(1)
|
$
|
—
|
|
|
$
|
38
|
|
|
$
|
—
|
|
Amortization of prior service cost (benefit)
(4)
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Amortization of net loss
(4)
|
2
|
|
|
7
|
|
|
33
|
|
|||
Total before tax
|
1
|
|
|
44
|
|
|
33
|
|
|||
Tax effect
|
—
|
|
|
(2
|
)
|
|
(12
|
)
|
|||
Net of tax
|
$
|
1
|
|
|
$
|
42
|
|
|
$
|
21
|
|
Total reclassifications for the period
|
$
|
2
|
|
|
$
|
51
|
|
|
$
|
19
|
|
(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.
|
|
2016
|
|
2015
|
|
2014
|
Weighted-average assumptions:
|
|
|
|
|
|
Expected volatility
|
39%
|
|
31%
|
|
33%
|
Expected term of stock options
|
4.3 Years
|
|
4.3 Years
|
|
4.3 Years
|
Risk-free interest rate
|
1.2%
|
|
1.5%
|
|
1.3%
|
Expected dividend yield
|
3.3%
|
|
1.9%
|
|
1.6%
|
Weighted-average grant date fair value
|
$8.97
|
|
$13.99
|
|
$12.77
|
|
Shares
|
|
Weighted-
Average
Exercise Price
|
|||
Outstanding as of December 31, 2015
|
3,654,318
|
|
|
$
|
41.79
|
|
Granted
|
1,415,920
|
|
|
36.14
|
|
|
Exercised
|
(17,600
|
)
|
|
9.09
|
|
|
Forfeited
|
(93,446
|
)
|
|
44.22
|
|
|
Expired
|
(53,920
|
)
|
|
45.78
|
|
|
Outstanding as of December 31, 2016
|
4,905,272
|
|
|
40.18
|
|
|
Exercisable as of December 31, 2016
|
2,765,940
|
|
|
37.25
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Cash received from stock option exercises
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
18
|
|
Actual tax benefit realized from stock option exercises
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
10
|
|
Pre-tax intrinsic value of stock options exercised
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
31
|
|
(1)
|
The aggregate intrinsic value represents the total pre-tax intrinsic value, based on our closing stock price of
$31.48
as of
December 31, 2016
, 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
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|
Shares
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|
Shares
|
|
Weighted-Average Grant-Date Fair Value
|
|||||||||
Outstanding as of December 31, 2015
|
84,918
|
|
|
$
|
51.34
|
|
|
74,523
|
|
|
$
|
55.87
|
|
|
47,940
|
|
|
$
|
83.74
|
|
Granted
|
41,645
|
|
|
27.85
|
|
|
92,050
|
|
|
36.00
|
|
|
60,030
|
|
|
40.62
|
|
|||
Restrictions lapsed (vested)
|
(74,918
|
)
|
|
43.79
|
|
|
(3,296
|
)
|
|
53.51
|
|
|
—
|
|
|
—
|
|
|||
Forfeited
|
(10,000
|
)
|
|
38.02
|
|
|
(4,554
|
)
|
|
56.71
|
|
|
(1,255
|
)
|
|
84.15
|
|
|||
Outstanding as of December 31, 2016
|
41,645
|
|
|
27.85
|
|
|
158,723
|
|
|
44.38
|
|
|
106,715
|
|
|
59.48
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Actual tax benefit realized from restricted stock vested
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
3
|
|
Fair value of restricted stock vested
|
$
|
2
|
|
|
$
|
5
|
|
|
$
|
9
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
(1)
|
||||||
|
(in millions)
|
||||||||||
Stock-based compensation expense
|
$
|
19
|
|
|
$
|
17
|
|
|
$
|
17
|
|
Income tax benefit
|
(7
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|||
Stock-based compensation expense, net of income taxes
|
$
|
12
|
|
|
$
|
11
|
|
|
$
|
11
|
|
(1)
|
Includes incremental compensation expense of
$2 million
related to the modification of
299,950
stock options and
80,495
RSAs.
|
|
Ammonia
|
|
Granular Urea
(1)
|
|
UAN
(1)
|
|
AN
(1)
|
|
Other
(1)
|
|
Phosphate
|
|
Consolidated
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
981
|
|
|
$
|
831
|
|
|
$
|
1,196
|
|
|
$
|
411
|
|
|
$
|
266
|
|
|
$
|
—
|
|
|
$
|
3,685
|
|
Cost of sales
|
715
|
|
|
584
|
|
|
920
|
|
|
409
|
|
|
217
|
|
|
—
|
|
|
2,845
|
|
|||||||
Gross margin
|
$
|
266
|
|
|
$
|
247
|
|
|
$
|
276
|
|
|
$
|
2
|
|
|
$
|
49
|
|
|
$
|
—
|
|
|
840
|
|
|
Total other operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
561
|
|
|||||||||||
Equity in losses of operating affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(145
|
)
|
|||||||||||
Operating earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
134
|
|
||||||||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
1,523
|
|
|
$
|
788
|
|
|
$
|
1,480
|
|
|
$
|
294
|
|
|
$
|
223
|
|
|
$
|
—
|
|
|
$
|
4,308
|
|
Cost of sales
|
884
|
|
|
469
|
|
|
955
|
|
|
291
|
|
|
162
|
|
|
—
|
|
|
2,761
|
|
|||||||
Gross margin
|
$
|
639
|
|
|
$
|
319
|
|
|
$
|
525
|
|
|
$
|
3
|
|
|
$
|
61
|
|
|
$
|
—
|
|
|
1,547
|
|
|
Total other operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
319
|
|
|||||||||||
Equity in losses of operating affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(35
|
)
|
|||||||||||
Operating earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,193
|
|
||||||||||
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
1,576
|
|
|
$
|
915
|
|
|
$
|
1,670
|
|
|
$
|
243
|
|
|
$
|
171
|
|
|
$
|
168
|
|
|
$
|
4,743
|
|
Cost of sales
|
983
|
|
|
517
|
|
|
998
|
|
|
189
|
|
|
120
|
|
|
158
|
|
|
2,965
|
|
|||||||
Gross margin
|
$
|
593
|
|
|
$
|
398
|
|
|
$
|
672
|
|
|
$
|
54
|
|
|
$
|
51
|
|
|
$
|
10
|
|
|
1,778
|
|
|
Total other operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
205
|
|
|||||||||||
Gain on sale of phosphate business
|
|
|
|
|
|
|
|
|
|
|
|
|
750
|
|
|||||||||||||
Equity in earnings of operating affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43
|
|
|||||||||||
Operating earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,366
|
|
(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 and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year ended December 31, 2016
|
$
|
96
|
|
|
$
|
112
|
|
|
$
|
247
|
|
|
$
|
93
|
|
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
84
|
|
|
$
|
678
|
|
Year ended December 31, 2015
|
$
|
95
|
|
|
$
|
51
|
|
|
$
|
192
|
|
|
$
|
66
|
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
41
|
|
|
$
|
480
|
|
Year ended December 31, 2014
|
$
|
69
|
|
|
$
|
37
|
|
|
$
|
179
|
|
|
$
|
47
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
41
|
|
|
$
|
393
|
|
(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,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Sales by geographic region (based on destination of shipments):
|
|
|
|
|
|
|
|
||||
United States
|
$
|
2,728
|
|
|
$
|
3,485
|
|
|
$
|
3,994
|
|
Foreign:
|
|
|
|
|
|
||||||
Canada
|
349
|
|
|
490
|
|
|
544
|
|
|||
United Kingdom
|
394
|
|
|
153
|
|
|
—
|
|
|||
Other foreign
|
214
|
|
|
180
|
|
|
205
|
|
|||
Total foreign
|
957
|
|
|
823
|
|
|
749
|
|
|||
Consolidated
|
$
|
3,685
|
|
|
$
|
4,308
|
|
|
$
|
4,743
|
|
|
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Property, plant and equipment—net by geographic region:
|
|
|
|
|
|
|
|
||||
United States
|
$
|
8,444
|
|
|
$
|
7,202
|
|
|
$
|
4,987
|
|
Foreign:
|
|
|
|
|
|
||||||
Canada
|
523
|
|
|
497
|
|
|
539
|
|
|||
United Kingdom
|
685
|
|
|
840
|
|
|
—
|
|
|||
Total foreign
|
1,208
|
|
|
1,337
|
|
|
539
|
|
|||
Consolidated
|
$
|
9,652
|
|
|
$
|
8,539
|
|
|
$
|
5,526
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Cash paid during the year for
|
|
|
|
|
|
|
|
|
|||
Interest—net of interest capitalized
|
$
|
144
|
|
|
$
|
100
|
|
|
$
|
141
|
|
Income taxes—net of refunds
|
(110
|
)
|
|
435
|
|
|
781
|
|
|||
|
|
|
|
|
|
||||||
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
|
|
||||||
Change in capitalized expenditures in accounts payable and accrued expenses
|
(263
|
)
|
|
258
|
|
|
72
|
|
|||
Change in capitalized expenditures in other liabilities
|
(55
|
)
|
|
6
|
|
|
(22
|
)
|
|||
Change in noncontrolling interests in other liabilities
|
8
|
|
|
—
|
|
|
—
|
|
|||
Change in accrued share repurchases
|
—
|
|
|
(29
|
)
|
|
(11
|
)
|
|
Operating
Lease Payments
|
||
|
(in millions)
|
||
2017
|
$
|
89
|
|
2018
|
83
|
|
|
2019
|
65
|
|
|
2020
|
51
|
|
|
2021
|
41
|
|
|
Thereafter
|
92
|
|
|
|
$
|
421
|
|
|
Three months ended,
|
|
|
||||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
Full Year
|
||||||||||
|
(in millions, except per share amounts)
|
||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
$
|
1,004
|
|
|
$
|
1,134
|
|
|
$
|
680
|
|
|
$
|
867
|
|
|
$
|
3,685
|
|
Gross margin
|
217
|
|
|
527
|
|
|
2
|
|
|
94
|
|
|
840
|
|
|||||
Unrealized (losses) gains on natural gas derivatives
(1)
|
(21
|
)
|
|
211
|
|
|
(21
|
)
|
|
91
|
|
|
260
|
|
|||||
Net earnings (loss) attributable to common stockholders
(2)
|
26
|
|
|
47
|
|
|
(30
|
)
|
|
(320
|
)
|
|
(277
|
)
|
|||||
Net earnings (loss) per share attributable to common stockholders
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
(3)
|
0.11
|
|
|
0.20
|
|
|
(0.13
|
)
|
|
(1.38
|
)
|
|
(1.19
|
)
|
|||||
Diluted
(3)
|
0.11
|
|
|
0.20
|
|
|
(0.13
|
)
|
|
(1.38
|
)
|
|
(1.19
|
)
|
|||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
$
|
954
|
|
|
$
|
1,311
|
|
|
$
|
928
|
|
|
$
|
1,115
|
|
|
$
|
4,308
|
|
Gross margin
|
416
|
|
|
686
|
|
|
165
|
|
|
280
|
|
|
1,547
|
|
|||||
Unrealized gains (losses) on natural gas derivatives
(1)
|
28
|
|
|
19
|
|
|
(126
|
)
|
|
(97
|
)
|
|
(176
|
)
|
|||||
Net earnings attributable to common stockholders
(4)
|
231
|
|
|
352
|
|
|
90
|
|
|
27
|
|
|
700
|
|
|||||
Net earnings per share attributable to common stockholders
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
(3)
|
0.96
|
|
|
1.50
|
|
|
0.39
|
|
|
0.11
|
|
|
2.97
|
|
|||||
Diluted
(3)
|
0.96
|
|
|
1.49
|
|
|
0.39
|
|
|
0.11
|
|
|
2.96
|
|
(1)
|
Amounts represent pre-tax unrealized gains (losses) on natural gas derivatives, which are included in gross margin. See Note
15—Derivative Financial Instruments
for additional information.
|
(2)
|
For the three months ended September 30, 2016, net loss attributable to common stockholders includes an after-tax loss of
$14 million
(pre-tax loss of
$22 million
) resulting from recognizing the value of an embedded derivative liability to reflect our credit evaluation that is included in other operating—net, and net loss per share attributable to common stockholders, basic and diluted, include the per share impact of
$0.06
. See Note
9—Fair Value Measurements
and Note
17—Noncontrolling Interests
for additional information.
|
(3)
|
The sum of the four quarters is not necessarily the same as the total for the year.
|
(4)
|
For the three months ended June 30, 2015, net earnings attributable to common stockholders includes an after-tax loss of
$29 million
(pre-tax loss of
$40 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.
|
|
Year ended December 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
362
|
|
|
$
|
2,932
|
|
|
$
|
2,939
|
|
|
$
|
(2,548
|
)
|
|
$
|
3,685
|
|
Cost of sales
|
—
|
|
|
207
|
|
|
2,806
|
|
|
2,380
|
|
|
(2,548
|
)
|
|
2,845
|
|
||||||
Gross margin
|
—
|
|
|
155
|
|
|
126
|
|
|
559
|
|
|
—
|
|
|
840
|
|
||||||
Selling, general and administrative expenses
|
4
|
|
|
9
|
|
|
105
|
|
|
56
|
|
|
—
|
|
|
174
|
|
||||||
Transaction costs
|
(46
|
)
|
|
—
|
|
|
223
|
|
|
2
|
|
|
—
|
|
|
179
|
|
||||||
Other operating—net
|
—
|
|
|
7
|
|
|
30
|
|
|
171
|
|
|
—
|
|
|
208
|
|
||||||
Total other operating costs and expenses
|
(42
|
)
|
|
16
|
|
|
358
|
|
|
229
|
|
|
—
|
|
|
561
|
|
||||||
Equity in loss of operating affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
(145
|
)
|
|
—
|
|
|
(145
|
)
|
||||||
Operating earnings (losses)
|
42
|
|
|
139
|
|
|
(232
|
)
|
|
185
|
|
|
—
|
|
|
134
|
|
||||||
Interest expense
|
—
|
|
|
347
|
|
|
85
|
|
|
(155
|
)
|
|
(77
|
)
|
|
200
|
|
||||||
Interest income
|
—
|
|
|
(49
|
)
|
|
(8
|
)
|
|
(25
|
)
|
|
77
|
|
|
(5
|
)
|
||||||
Loss on debt extinguishment
|
—
|
|
|
167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
167
|
|
||||||
Net loss (earnings) of wholly owned subsidiaries
|
304
|
|
|
92
|
|
|
(315
|
)
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
||||||
Other non-operating—net
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||
(Loss) earnings before income taxes and equity in losses of non-operating affiliates
|
(262
|
)
|
|
(418
|
)
|
|
6
|
|
|
367
|
|
|
81
|
|
|
(226
|
)
|
||||||
Income tax provision (benefit)
|
15
|
|
|
(114
|
)
|
|
18
|
|
|
13
|
|
|
—
|
|
|
(68
|
)
|
||||||
Net (loss) earnings
|
(277
|
)
|
|
(304
|
)
|
|
(12
|
)
|
|
354
|
|
|
81
|
|
|
(158
|
)
|
||||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|
—
|
|
|
119
|
|
||||||
Net (loss) earnings attributable to common stockholders
|
$
|
(277
|
)
|
|
$
|
(304
|
)
|
|
$
|
(12
|
)
|
|
$
|
235
|
|
|
$
|
81
|
|
|
$
|
(277
|
)
|
|
Year ended December 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net (loss) earnings
|
$
|
(277
|
)
|
|
$
|
(304
|
)
|
|
$
|
(12
|
)
|
|
$
|
354
|
|
|
$
|
81
|
|
|
$
|
(158
|
)
|
Other comprehensive loss
|
(148
|
)
|
|
(148
|
)
|
|
(68
|
)
|
|
(134
|
)
|
|
350
|
|
|
(148
|
)
|
||||||
Comprehensive (loss) income
|
(425
|
)
|
|
(452
|
)
|
|
(80
|
)
|
|
220
|
|
|
431
|
|
|
(306
|
)
|
||||||
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|
—
|
|
|
119
|
|
||||||
Comprehensive (losses) income attributable to common stockholders
|
$
|
(425
|
)
|
|
$
|
(452
|
)
|
|
$
|
(80
|
)
|
|
$
|
101
|
|
|
$
|
431
|
|
|
$
|
(425
|
)
|
|
Year ended December 31, 2015
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
462
|
|
|
$
|
4,101
|
|
|
$
|
2,464
|
|
|
$
|
(2,719
|
)
|
|
$
|
4,308
|
|
Cost of sales
|
—
|
|
|
361
|
|
|
3,186
|
|
|
1,933
|
|
|
(2,719
|
)
|
|
2,761
|
|
||||||
Gross margin
|
—
|
|
|
101
|
|
|
915
|
|
|
531
|
|
|
—
|
|
|
1,547
|
|
||||||
Selling, general and administrative expenses
|
4
|
|
|
8
|
|
|
120
|
|
|
38
|
|
|
—
|
|
|
170
|
|
||||||
Transaction costs
|
46
|
|
|
—
|
|
|
7
|
|
|
4
|
|
|
—
|
|
|
57
|
|
||||||
Other operating—net
|
—
|
|
|
(8
|
)
|
|
29
|
|
|
71
|
|
|
—
|
|
|
92
|
|
||||||
Total other operating costs and expenses
|
50
|
|
|
—
|
|
|
156
|
|
|
113
|
|
|
—
|
|
|
319
|
|
||||||
Equity in earnings of operating affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
(35
|
)
|
||||||
Operating (loss) earnings
|
(50
|
)
|
|
101
|
|
|
759
|
|
|
383
|
|
|
—
|
|
|
1,193
|
|
||||||
Interest expense
|
—
|
|
|
285
|
|
|
14
|
|
|
(70
|
)
|
|
(96
|
)
|
|
133
|
|
||||||
Interest income
|
—
|
|
|
(69
|
)
|
|
(25
|
)
|
|
(4
|
)
|
|
96
|
|
|
(2
|
)
|
||||||
Net earnings of wholly owned subsidiaries
|
(731
|
)
|
|
(802
|
)
|
|
(403
|
)
|
|
—
|
|
|
1,936
|
|
|
—
|
|
||||||
Other non-operating—net
|
—
|
|
|
—
|
|
|
5
|
|
|
(1
|
)
|
|
—
|
|
|
4
|
|
||||||
Earnings before income taxes and equity in earnings of non-operating affiliates
|
681
|
|
|
687
|
|
|
1,168
|
|
|
458
|
|
|
(1,936
|
)
|
|
1,058
|
|
||||||
Income tax (benefit) provision
|
(19
|
)
|
|
(44
|
)
|
|
385
|
|
|
74
|
|
|
—
|
|
|
396
|
|
||||||
Equity in earnings of non-operating affiliates—net of taxes
|
—
|
|
|
—
|
|
|
10
|
|
|
62
|
|
|
—
|
|
|
72
|
|
||||||
Net earnings
|
700
|
|
|
731
|
|
|
793
|
|
|
446
|
|
|
(1,936
|
)
|
|
734
|
|
||||||
Less: Net earnings attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
||||||
Net earnings attributable to common stockholders
|
$
|
700
|
|
|
$
|
731
|
|
|
$
|
793
|
|
|
$
|
412
|
|
|
$
|
(1,936
|
)
|
|
$
|
700
|
|
|
Year ended December 31, 2015
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net earnings
|
$
|
700
|
|
|
$
|
731
|
|
|
$
|
793
|
|
|
$
|
446
|
|
|
$
|
(1,936
|
)
|
|
$
|
734
|
|
Other comprehensive loss
|
(90
|
)
|
|
(90
|
)
|
|
(98
|
)
|
|
(96
|
)
|
|
284
|
|
|
(90
|
)
|
||||||
Comprehensive income
|
610
|
|
|
641
|
|
|
695
|
|
|
350
|
|
|
(1,652
|
)
|
|
644
|
|
||||||
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
||||||
Comprehensive income attributable to common stockholders
|
$
|
610
|
|
|
$
|
641
|
|
|
$
|
695
|
|
|
$
|
316
|
|
|
$
|
(1,652
|
)
|
|
$
|
610
|
|
|
Year ended December 31, 2014
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
712
|
|
|
$
|
4,780
|
|
|
$
|
2,673
|
|
|
$
|
(3,422
|
)
|
|
$
|
4,743
|
|
Cost of sales
|
—
|
|
|
528
|
|
|
3,776
|
|
|
2,083
|
|
|
(3,422
|
)
|
|
2,965
|
|
||||||
Gross margin
|
—
|
|
|
184
|
|
|
1,004
|
|
|
590
|
|
|
—
|
|
|
1,778
|
|
||||||
Selling, general and administrative expenses
|
3
|
|
|
13
|
|
|
103
|
|
|
33
|
|
|
—
|
|
|
152
|
|
||||||
Other operating—net
|
—
|
|
|
(5
|
)
|
|
26
|
|
|
32
|
|
|
—
|
|
|
53
|
|
||||||
Total other operating costs and expenses
|
3
|
|
|
8
|
|
|
129
|
|
|
65
|
|
|
—
|
|
|
205
|
|
||||||
Gain on sale of phosphate business
|
—
|
|
|
764
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
750
|
|
||||||
Equity in earnings of operating affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
43
|
|
||||||
Operating (losses) earnings
|
(3
|
)
|
|
940
|
|
|
861
|
|
|
568
|
|
|
—
|
|
|
2,366
|
|
||||||
Interest expense
|
—
|
|
|
247
|
|
|
1
|
|
|
(70
|
)
|
|
—
|
|
|
178
|
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Net earnings of wholly owned subsidiaries
|
(1,392
|
)
|
|
(969
|
)
|
|
(579
|
)
|
|
—
|
|
|
2,940
|
|
|
—
|
|
||||||
Other non-operating—net
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Earnings before income taxes and equity in earnings of non-operating affiliates
|
1,389
|
|
|
1,662
|
|
|
1,437
|
|
|
639
|
|
|
(2,940
|
)
|
|
2,187
|
|
||||||
Income tax (benefit) provision
|
(1
|
)
|
|
270
|
|
|
515
|
|
|
(11
|
)
|
|
—
|
|
|
773
|
|
||||||
Equity in earnings of non-operating affiliates—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
||||||
Net earnings
|
1,390
|
|
|
1,392
|
|
|
922
|
|
|
673
|
|
|
(2,940
|
)
|
|
1,437
|
|
||||||
Less: Net earnings attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
47
|
|
||||||
Net earnings attributable to common stockholders
|
$
|
1,390
|
|
|
$
|
1,392
|
|
|
$
|
922
|
|
|
$
|
626
|
|
|
$
|
(2,940
|
)
|
|
$
|
1,390
|
|
|
Year ended December 31, 2014
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net earnings
|
$
|
1,390
|
|
|
$
|
1,392
|
|
|
$
|
922
|
|
|
$
|
673
|
|
|
$
|
(2,940
|
)
|
|
$
|
1,437
|
|
Other comprehensive loss
|
(117
|
)
|
|
(117
|
)
|
|
(98
|
)
|
|
(110
|
)
|
|
325
|
|
|
(117
|
)
|
||||||
Comprehensive income
|
1,273
|
|
|
1,275
|
|
|
824
|
|
|
563
|
|
|
(2,615
|
)
|
|
1,320
|
|
||||||
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
47
|
|
||||||
Comprehensive income attributable to common stockholders
|
$
|
1,273
|
|
|
$
|
1,275
|
|
|
$
|
824
|
|
|
$
|
516
|
|
|
$
|
(2,615
|
)
|
|
$
|
1,273
|
|
|
December 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
and
Reclassifications
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
878
|
|
|
$
|
250
|
|
|
$
|
—
|
|
|
$
|
1,164
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||||
Accounts and notes receivable—net
|
20
|
|
|
1,259
|
|
|
1,418
|
|
|
495
|
|
|
(2,956
|
)
|
|
236
|
|
||||||
Inventories
|
—
|
|
|
|
|
|
164
|
|
|
175
|
|
|
—
|
|
|
339
|
|
||||||
Prepaid income taxes
|
—
|
|
|
—
|
|
|
839
|
|
|
2
|
|
|
—
|
|
|
841
|
|
||||||
Other current assets
|
—
|
|
|
—
|
|
|
59
|
|
|
11
|
|
|
—
|
|
|
70
|
|
||||||
Total current assets
|
20
|
|
|
1,295
|
|
|
3,358
|
|
|
938
|
|
|
(2,956
|
)
|
|
2,655
|
|
||||||
Property, plant and equipment—net
|
—
|
|
|
—
|
|
|
131
|
|
|
9,521
|
|
|
—
|
|
|
9,652
|
|
||||||
Investments in affiliates
|
3,711
|
|
|
9,370
|
|
|
6,019
|
|
|
139
|
|
|
(19,100
|
)
|
|
139
|
|
||||||
Due from affiliates
|
571
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(571
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
2,064
|
|
|
281
|
|
|
—
|
|
|
2,345
|
|
||||||
Other assets
|
—
|
|
|
85
|
|
|
101
|
|
|
385
|
|
|
(231
|
)
|
|
340
|
|
||||||
Total assets
|
$
|
4,302
|
|
|
$
|
10,750
|
|
|
$
|
11,673
|
|
|
$
|
11,264
|
|
|
$
|
(22,858
|
)
|
|
$
|
15,131
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts and notes payable and accrued expenses
|
$
|
954
|
|
|
$
|
418
|
|
|
$
|
1,505
|
|
|
$
|
717
|
|
|
$
|
(2,956
|
)
|
|
$
|
638
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Customer advances
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
||||||
Other current liabilities
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||
Total current liabilities
|
954
|
|
|
418
|
|
|
1,552
|
|
|
718
|
|
|
(2,956
|
)
|
|
686
|
|
||||||
Long-term debt
|
—
|
|
|
5,903
|
|
|
39
|
|
|
67
|
|
|
(231
|
)
|
|
5,778
|
|
||||||
Deferred income taxes
|
—
|
|
|
90
|
|
|
1,374
|
|
|
166
|
|
|
—
|
|
|
1,630
|
|
||||||
Due to affiliates
|
—
|
|
|
571
|
|
|
—
|
|
|
—
|
|
|
(571
|
)
|
|
—
|
|
||||||
Other liabilities
|
—
|
|
|
59
|
|
|
270
|
|
|
216
|
|
|
—
|
|
|
545
|
|
||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stockholders' equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock
|
2
|
|
|
—
|
|
|
—
|
|
|
4,383
|
|
|
(4,383
|
)
|
|
2
|
|
||||||
Paid-in capital
|
1,380
|
|
|
(13
|
)
|
|
9,045
|
|
|
2,246
|
|
|
(11,278
|
)
|
|
1,380
|
|
||||||
Retained earnings
|
2,365
|
|
|
4,120
|
|
|
(329
|
)
|
|
668
|
|
|
(4,459
|
)
|
|
2,365
|
|
||||||
Treasury stock
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Accumulated other comprehensive loss
|
(398
|
)
|
|
(398
|
)
|
|
(271
|
)
|
|
(351
|
)
|
|
1,020
|
|
|
(398
|
)
|
||||||
Total stockholders' equity
|
3,348
|
|
|
3,709
|
|
|
8,445
|
|
|
6,946
|
|
|
(19,100
|
)
|
|
3,348
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
3,151
|
|
|
—
|
|
|
3,144
|
|
||||||
Total equity
|
3,348
|
|
|
3,709
|
|
|
8,438
|
|
|
10,097
|
|
|
(19,100
|
)
|
|
6,492
|
|
||||||
Total liabilities and equity
|
$
|
4,302
|
|
|
$
|
10,750
|
|
|
$
|
11,673
|
|
|
$
|
11,264
|
|
|
$
|
(22,858
|
)
|
|
$
|
15,131
|
|
|
December 31, 2015
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
and
Reclassifications
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
121
|
|
|
$
|
164
|
|
|
$
|
—
|
|
|
$
|
286
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
||||||
Accounts and notes receivable—net
|
1
|
|
|
2,992
|
|
|
2,674
|
|
|
782
|
|
|
(6,182
|
)
|
|
267
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
153
|
|
|
168
|
|
|
—
|
|
|
321
|
|
||||||
Prepaid income taxes
|
—
|
|
|
—
|
|
|
181
|
|
|
4
|
|
|
—
|
|
|
185
|
|
||||||
Other current assets
|
—
|
|
|
24
|
|
|
15
|
|
|
6
|
|
|
—
|
|
|
45
|
|
||||||
Total current assets
|
2
|
|
|
3,016
|
|
|
3,144
|
|
|
1,147
|
|
|
(6,182
|
)
|
|
1,127
|
|
||||||
Property, plant and equipment—net
|
—
|
|
|
—
|
|
|
133
|
|
|
8,406
|
|
|
—
|
|
|
8,539
|
|
||||||
Investments in affiliates
|
4,303
|
|
|
8,148
|
|
|
5,718
|
|
|
298
|
|
|
(18,169
|
)
|
|
298
|
|
||||||
Due from affiliates
|
571
|
|
|
—
|
|
|
—
|
|
|
1,643
|
|
|
(2,214
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
2,064
|
|
|
326
|
|
|
—
|
|
|
2,390
|
|
||||||
Other assets
|
—
|
|
|
19
|
|
|
73
|
|
|
237
|
|
|
—
|
|
|
329
|
|
||||||
Total assets
|
$
|
4,876
|
|
|
$
|
11,183
|
|
|
$
|
11,132
|
|
|
$
|
12,057
|
|
|
$
|
(26,565
|
)
|
|
$
|
12,683
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts and notes payable and accrued expenses
|
$
|
841
|
|
|
$
|
648
|
|
|
$
|
1,139
|
|
|
$
|
4,472
|
|
|
$
|
(6,182
|
)
|
|
$
|
918
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
1
|
|
|
4
|
|
|
—
|
|
|
5
|
|
||||||
Customer advances
|
—
|
|
|
—
|
|
|
162
|
|
|
—
|
|
|
—
|
|
|
162
|
|
||||||
Other current liabilities
|
—
|
|
|
—
|
|
|
114
|
|
|
16
|
|
|
—
|
|
|
130
|
|
||||||
Total current liabilities
|
841
|
|
|
648
|
|
|
1,416
|
|
|
4,492
|
|
|
(6,182
|
)
|
|
1,215
|
|
||||||
Long-term debt
|
—
|
|
|
5,537
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,537
|
|
||||||
Deferred income taxes
|
—
|
|
|
52
|
|
|
672
|
|
|
192
|
|
|
—
|
|
|
916
|
|
||||||
Due to affiliates
|
—
|
|
|
573
|
|
|
1,641
|
|
|
—
|
|
|
(2,214
|
)
|
|
—
|
|
||||||
Other liabilities
|
—
|
|
|
71
|
|
|
311
|
|
|
246
|
|
|
—
|
|
|
628
|
|
||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stockholders' equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
(16
|
)
|
|
—
|
|
||||||
Common stock
|
2
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
(5
|
)
|
|
2
|
|
||||||
Paid-in capital
|
1,378
|
|
|
(13
|
)
|
|
7,474
|
|
|
5,741
|
|
|
(13,202
|
)
|
|
1,378
|
|
||||||
Retained earnings
|
3,058
|
|
|
4,565
|
|
|
(179
|
)
|
|
1,230
|
|
|
(5,616
|
)
|
|
3,058
|
|
||||||
Treasury stock
|
(153
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(153
|
)
|
||||||
Accumulated other comprehensive loss
|
(250
|
)
|
|
(250
|
)
|
|
(203
|
)
|
|
(217
|
)
|
|
670
|
|
|
(250
|
)
|
||||||
Total stockholders' equity
|
4,035
|
|
|
4,302
|
|
|
7,092
|
|
|
6,775
|
|
|
(18,169
|
)
|
|
4,035
|
|
||||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
352
|
|
|
—
|
|
|
352
|
|
||||||
Total equity
|
4,035
|
|
|
4,302
|
|
|
7,092
|
|
|
7,127
|
|
|
(18,169
|
)
|
|
4,387
|
|
||||||
Total liabilities and equity
|
$
|
4,876
|
|
|
$
|
11,183
|
|
|
$
|
11,132
|
|
|
$
|
12,057
|
|
|
$
|
(26,565
|
)
|
|
$
|
12,683
|
|
|
Year ended December 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net (loss) earnings
|
$
|
(277
|
)
|
|
$
|
(304
|
)
|
|
$
|
(12
|
)
|
|
$
|
354
|
|
|
$
|
81
|
|
|
$
|
(158
|
)
|
Adjustments to reconcile net (loss) earnings to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
—
|
|
|
21
|
|
|
55
|
|
|
602
|
|
|
—
|
|
|
678
|
|
||||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
740
|
|
|
(1
|
)
|
|
—
|
|
|
739
|
|
||||||
Stock-based compensation expense
|
18
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
19
|
|
||||||
Unrealized net gain on natural gas and foreign currency derivatives
|
—
|
|
|
—
|
|
|
(225
|
)
|
|
(35
|
)
|
|
—
|
|
|
(260
|
)
|
||||||
Loss on embedded derivative
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
||||||
Impairment of equity method investment in PLNL
|
—
|
|
|
—
|
|
|
—
|
|
|
134
|
|
|
—
|
|
|
134
|
|
||||||
Loss on debt extinguishment
|
—
|
|
|
167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
167
|
|
||||||
Loss on disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
2
|
|
|
8
|
|
|
—
|
|
|
10
|
|
||||||
Undistributed earnings of affiliates—net
|
304
|
|
|
92
|
|
|
(315
|
)
|
|
9
|
|
|
(81
|
)
|
|
9
|
|
||||||
Changes in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Intercompany AR/AP—net
|
(4
|
)
|
|
(10
|
)
|
|
308
|
|
|
(294
|
)
|
|
—
|
|
|
—
|
|
||||||
Accounts receivable—net
|
—
|
|
|
44
|
|
|
(11
|
)
|
|
(15
|
)
|
|
—
|
|
|
18
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
1
|
|
|
—
|
|
|
(7
|
)
|
||||||
Accrued and prepaid income taxes
|
—
|
|
|
—
|
|
|
(682
|
)
|
|
6
|
|
|
—
|
|
|
(676
|
)
|
||||||
Accounts and notes payable and accrued expenses
|
(8
|
)
|
|
(63
|
)
|
|
(12
|
)
|
|
65
|
|
|
—
|
|
|
(18
|
)
|
||||||
Customer advances
|
—
|
|
|
—
|
|
|
(120
|
)
|
|
—
|
|
|
—
|
|
|
(120
|
)
|
||||||
Other—net
|
—
|
|
|
(6
|
)
|
|
(17
|
)
|
|
82
|
|
|
—
|
|
|
59
|
|
||||||
Net cash provided by (used in) operating activities
|
33
|
|
|
(59
|
)
|
|
(274
|
)
|
|
917
|
|
|
—
|
|
|
617
|
|
||||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(2,186
|
)
|
|
—
|
|
|
(2,211
|
)
|
||||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
4
|
|
|
10
|
|
|
—
|
|
|
14
|
|
||||||
Withdrawals from restricted cash funds
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||||
Investments in unconsolidated affiliates
|
—
|
|
|
(44
|
)
|
|
(649
|
)
|
|
—
|
|
|
693
|
|
|
—
|
|
||||||
Other—net
|
—
|
|
|
6
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
2
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(38
|
)
|
|
(670
|
)
|
|
(2,162
|
)
|
|
693
|
|
|
(2,177
|
)
|
||||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt—net
|
—
|
|
|
125
|
|
|
—
|
|
|
(125
|
)
|
|
—
|
|
|
—
|
|
||||||
Proceeds from long-term borrowings
|
—
|
|
|
1,244
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,244
|
|
||||||
Payments of long-term borrowings
|
—
|
|
|
(1,170
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,170
|
)
|
||||||
Short-term debt—net
|
106
|
|
|
(40
|
)
|
|
(371
|
)
|
|
305
|
|
|
—
|
|
|
—
|
|
||||||
Proceeds from short-term borrowings
|
—
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150
|
|
||||||
Payments of short-term borrowings
|
—
|
|
|
(150
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150
|
)
|
||||||
Payment to CHS related to credit provision
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
Financing fees
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
||||||
Dividends paid on common stock
|
(280
|
)
|
|
(140
|
)
|
|
(140
|
)
|
|
(222
|
)
|
|
502
|
|
|
(280
|
)
|
||||||
Issuance of noncontrolling interest in CFN
|
—
|
|
|
—
|
|
|
—
|
|
|
2,800
|
|
|
—
|
|
|
2,800
|
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(119
|
)
|
|
—
|
|
|
(119
|
)
|
||||||
Distribution received for CHS strategic venture
|
—
|
|
|
—
|
|
|
2,000
|
|
|
(2,000
|
)
|
|
—
|
|
|
—
|
|
||||||
Dividends to/from affiliates
|
140
|
|
|
145
|
|
|
217
|
|
|
—
|
|
|
(502
|
)
|
|
—
|
|
||||||
Other—net
|
—
|
|
|
—
|
|
|
—
|
|
|
693
|
|
|
(693
|
)
|
|
—
|
|
||||||
Net cash (used in) provided by financing activities
|
(34
|
)
|
|
133
|
|
|
1,701
|
|
|
1,332
|
|
|
(693
|
)
|
|
2,439
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
(Decrease) increase in cash and cash equivalents
|
(1
|
)
|
|
36
|
|
|
757
|
|
|
86
|
|
|
—
|
|
|
878
|
|
||||||
Cash and cash equivalents at beginning of period
|
1
|
|
|
—
|
|
|
121
|
|
|
164
|
|
|
—
|
|
|
286
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
878
|
|
|
$
|
250
|
|
|
$
|
—
|
|
|
$
|
1,164
|
|
|
Year ended December 31, 2015
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net earnings
|
$
|
700
|
|
|
$
|
731
|
|
|
$
|
793
|
|
|
$
|
446
|
|
|
$
|
(1,936
|
)
|
|
$
|
734
|
|
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
—
|
|
|
14
|
|
|
19
|
|
|
447
|
|
|
—
|
|
|
480
|
|
||||||
Deferred income taxes
|
—
|
|
|
17
|
|
|
75
|
|
|
(14
|
)
|
|
—
|
|
|
78
|
|
||||||
Stock-based compensation expense
|
16
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
17
|
|
||||||
Unrealized net loss on natural gas and foreign currency derivatives
|
—
|
|
|
—
|
|
|
139
|
|
|
24
|
|
|
—
|
|
|
163
|
|
||||||
Gain on remeasurement of CF Fertilisers UK investment
|
—
|
|
|
—
|
|
|
—
|
|
|
(94
|
)
|
|
—
|
|
|
(94
|
)
|
||||||
Impairment of equity method investment in PLNL
|
—
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|
—
|
|
|
62
|
|
||||||
Loss on sale of equity method investments
|
—
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
43
|
|
||||||
Loss on disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
||||||
Undistributed earnings of affiliates—net
|
(732
|
)
|
|
(802
|
)
|
|
(402
|
)
|
|
(3
|
)
|
|
1,936
|
|
|
(3
|
)
|
||||||
Due to/from affiliates—net
|
2
|
|
|
1
|
|
|
(135
|
)
|
|
132
|
|
|
—
|
|
|
—
|
|
||||||
Changes in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Intercompany AR/AP—net
|
(1
|
)
|
|
(104
|
)
|
|
96
|
|
|
9
|
|
|
—
|
|
|
—
|
|
||||||
Accounts receivable—net
|
—
|
|
|
(45
|
)
|
|
50
|
|
|
(9
|
)
|
|
—
|
|
|
(4
|
)
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
(33
|
)
|
|
—
|
|
|
(71
|
)
|
||||||
Accrued and prepaid income taxes
|
2
|
|
|
(11
|
)
|
|
(105
|
)
|
|
(34
|
)
|
|
—
|
|
|
(148
|
)
|
||||||
Accounts and notes payable and accrued expenses
|
9
|
|
|
61
|
|
|
14
|
|
|
(42
|
)
|
|
—
|
|
|
42
|
|
||||||
Customer advances
|
—
|
|
|
—
|
|
|
(164
|
)
|
|
—
|
|
|
—
|
|
|
(164
|
)
|
||||||
Other—net
|
—
|
|
|
31
|
|
|
54
|
|
|
(34
|
)
|
|
—
|
|
|
51
|
|
||||||
Net cash (used in) provided by operating activities
|
(4
|
)
|
|
(107
|
)
|
|
396
|
|
|
922
|
|
|
—
|
|
|
1,207
|
|
||||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
(2,443
|
)
|
|
—
|
|
|
(2,469
|
)
|
||||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||||
Proceeds from sale of equity method investment
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||||
Purchase of CF Fertilisers UK, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
(552
|
)
|
|
—
|
|
|
(552
|
)
|
||||||
Withdrawals from restricted cash funds
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
63
|
|
||||||
Other—net
|
—
|
|
|
(82
|
)
|
|
(44
|
)
|
|
1
|
|
|
82
|
|
|
(43
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
(82
|
)
|
|
(70
|
)
|
|
(2,906
|
)
|
|
82
|
|
|
(2,976
|
)
|
||||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from long-term borrowings
|
—
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
||||||
Short-term debt—net
|
554
|
|
|
(870
|
)
|
|
(1,431
|
)
|
|
1,747
|
|
|
—
|
|
|
—
|
|
||||||
Financing fees
|
—
|
|
|
(47
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
||||||
Purchases of treasury stock
|
(556
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(556
|
)
|
||||||
Dividends paid on common stock
|
(282
|
)
|
|
(282
|
)
|
|
(282
|
)
|
|
(268
|
)
|
|
832
|
|
|
(282
|
)
|
||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
(45
|
)
|
||||||
Issuances of common stock under employee stock plans
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||
Shares withheld for taxes
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Dividends to/from affiliates
|
282
|
|
|
282
|
|
|
268
|
|
|
—
|
|
|
(832
|
)
|
|
—
|
|
||||||
Other—net
|
—
|
|
|
—
|
|
|
—
|
|
|
82
|
|
|
(82
|
)
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
5
|
|
|
83
|
|
|
(1,445
|
)
|
|
1,516
|
|
|
(82
|
)
|
|
77
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
||||||
Increase (decrease) in cash and cash equivalents
|
1
|
|
|
(106
|
)
|
|
(1,119
|
)
|
|
(487
|
)
|
|
—
|
|
|
(1,711
|
)
|
||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
106
|
|
|
1,240
|
|
|
651
|
|
|
—
|
|
|
1,997
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
121
|
|
|
$
|
164
|
|
|
$
|
—
|
|
|
$
|
286
|
|
|
Year ended December 31, 2014
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net earnings
|
$
|
1,390
|
|
|
$
|
1,392
|
|
|
$
|
922
|
|
|
$
|
673
|
|
|
$
|
(2,940
|
)
|
|
$
|
1,437
|
|
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization
|
—
|
|
|
7
|
|
|
16
|
|
|
370
|
|
|
—
|
|
|
393
|
|
||||||
Deferred income taxes
|
—
|
|
|
136
|
|
|
(69
|
)
|
|
(49
|
)
|
|
—
|
|
|
18
|
|
||||||
Stock-based compensation expense
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
||||||
Unrealized loss on derivatives
|
—
|
|
|
—
|
|
|
103
|
|
|
16
|
|
|
—
|
|
|
119
|
|
||||||
Gain on sale of phosphate business
|
—
|
|
|
(764
|
)
|
|
14
|
|
|
—
|
|
|
—
|
|
|
(750
|
)
|
||||||
Loss on disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||
Undistributed (earnings) loss of affiliates—net
|
(1,392
|
)
|
|
(969
|
)
|
|
(579
|
)
|
|
(12
|
)
|
|
2,940
|
|
|
(12
|
)
|
||||||
Due to / from affiliates—net
|
9
|
|
|
1
|
|
|
(15
|
)
|
|
5
|
|
|
—
|
|
|
—
|
|
||||||
Changes in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Intercompany AR/AP—net
|
—
|
|
|
14
|
|
|
(143
|
)
|
|
129
|
|
|
—
|
|
|
—
|
|
||||||
Accounts receivable—net
|
—
|
|
|
1
|
|
|
(48
|
)
|
|
86
|
|
|
—
|
|
|
39
|
|
||||||
Inventories
|
—
|
|
|
4
|
|
|
64
|
|
|
(4
|
)
|
|
—
|
|
|
64
|
|
||||||
Accrued and prepaid income taxes
|
(1
|
)
|
|
(18
|
)
|
|
(64
|
)
|
|
26
|
|
|
—
|
|
|
(57
|
)
|
||||||
Accounts and notes payable and accrued expenses
|
—
|
|
|
77
|
|
|
(59
|
)
|
|
(71
|
)
|
|
—
|
|
|
(53
|
)
|
||||||
Customer advances
|
—
|
|
|
—
|
|
|
205
|
|
|
—
|
|
|
—
|
|
|
205
|
|
||||||
Other—net
|
—
|
|
|
5
|
|
|
17
|
|
|
(25
|
)
|
|
—
|
|
|
(3
|
)
|
||||||
Net cash provided by (used in) operating activities
|
23
|
|
|
(114
|
)
|
|
364
|
|
|
1,148
|
|
|
—
|
|
|
1,421
|
|
||||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
—
|
|
|
(18
|
)
|
|
(24
|
)
|
|
(1,767
|
)
|
|
—
|
|
|
(1,809
|
)
|
||||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||||
Proceeds from sale of phosphate business
|
—
|
|
|
911
|
|
|
—
|
|
|
461
|
|
|
—
|
|
|
1,372
|
|
||||||
Deposits to restricted cash funds
|
—
|
|
|
—
|
|
|
—
|
|
|
(505
|
)
|
|
—
|
|
|
(505
|
)
|
||||||
Withdrawals from restricted cash funds
|
—
|
|
|
—
|
|
|
—
|
|
|
573
|
|
|
—
|
|
|
573
|
|
||||||
Sales and maturities of short-term and auction rate securities
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||
Other—net
|
—
|
|
|
—
|
|
|
5
|
|
|
4
|
|
|
—
|
|
|
9
|
|
||||||
Net cash provided by (used in) investing activities
|
—
|
|
|
898
|
|
|
(19
|
)
|
|
(1,223
|
)
|
|
—
|
|
|
(344
|
)
|
||||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from long-term borrowings
|
—
|
|
|
1,494
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,494
|
|
||||||
Short-term debt—net
|
1,897
|
|
|
(2,176
|
)
|
|
(395
|
)
|
|
674
|
|
|
—
|
|
|
—
|
|
||||||
Financing fees
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
||||||
Dividends paid on common stock
|
(256
|
)
|
|
(256
|
)
|
|
(256
|
)
|
|
(295
|
)
|
|
807
|
|
|
(256
|
)
|
||||||
Dividends to/from affiliates
|
256
|
|
|
256
|
|
|
295
|
|
|
—
|
|
|
(807
|
)
|
|
—
|
|
||||||
Distributions to/from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
|
(46
|
)
|
||||||
Purchases of treasury stock
|
(1,935
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,935
|
)
|
||||||
Shares withheld for taxes
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||||
Issuances of common stock under employee stock plans
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||||
Other—net
|
—
|
|
|
(1
|
)
|
|
(27
|
)
|
|
(15
|
)
|
|
—
|
|
|
(43
|
)
|
||||||
Net cash (used in) provided by financing activities
|
(23
|
)
|
|
(699
|
)
|
|
(383
|
)
|
|
318
|
|
|
—
|
|
|
(787
|
)
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
||||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
85
|
|
|
(38
|
)
|
|
239
|
|
|
—
|
|
|
286
|
|
||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
21
|
|
|
1,278
|
|
|
412
|
|
|
—
|
|
|
1,711
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
106
|
|
|
$
|
1,240
|
|
|
$
|
651
|
|
|
$
|
—
|
|
|
$
|
1,997
|
|
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
|
4,723,387
|
|
|
$
|
41.06
|
|
|
11,699,635
|
|
Equity compensation plans not approved by security holders
|
181,885
|
|
|
$
|
17.57
|
|
|
—
|
|
Total
|
4,905,272
|
|
|
$
|
40.18
|
|
|
11,699,635
|
|
(a)
|
Documents filed as part of this report:
|
(1
|
)
|
All financial statements:
|
|
The following financial statements are included in Part II, Item 8. Financial Statements and Supplementary Data.
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
Financial statement schedules are omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto.
|
|||
(2
|
)
|
Exhibits
|
|
|
|
|
|
A list of exhibits filed with this Annual Report on Form 10-K (or incorporated by reference to exhibits previously filed or furnished) is provided in the Exhibit Index on page
151
of this report.
|
|
|
|
CF INDUSTRIES HOLDINGS, INC.
|
|
Date:
|
February 23, 2017
|
|
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 23, 2017
|
W. Anthony Will
|
|
|
||
|
|
|
|
|
/s/ DENNIS P. KELLEHER
|
|
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
|
February 23, 2017
|
Dennis P. Kelleher
|
|
|
||
|
|
|
|
|
/s/ RICHARD A. HOKER
|
|
Vice President and Corporate Controller
(Principal Accounting Officer)
|
|
February 23, 2017
|
Richard A. Hoker
|
|
|
||
|
|
|
|
|
/s/ STEPHEN A. FURBACHER
|
|
Chairman of the Board
|
|
February 23, 2017
|
Stephen A. Furbacher
|
|
|
||
|
|
|
|
|
/s/ ROBERT C. ARZBAECHER
|
|
Director
|
|
February 23, 2017
|
Robert C. Arzbaecher
|
|
|
||
|
|
|
|
|
/s/ WILLIAM DAVISSON
|
|
Director
|
|
February 23, 2017
|
William Davisson
|
|
|
||
|
|
|
|
|
/s/ STEPHEN J. HAGGE
|
|
Director
|
|
February 23, 2017
|
Stephen J. Hagge
|
|
|
||
|
|
|
|
|
/s/ JOHN D. JOHNSON
|
|
Director
|
|
February 23, 2017
|
John D. Johnson
|
|
|
||
|
|
|
|
|
/s/ ROBERT G. KUHBACH
|
|
Director
|
|
February 23, 2017
|
Robert G. Kuhbach
|
|
|
||
|
|
|
|
|
/s/ ANNE P. NOONAN
|
|
Director
|
|
February 23, 2017
|
Anne P. Noonan
|
|
|
|
|
|
|
|
|
|
/s/ EDWARD A SCHMITT
|
|
Director
|
|
February 23, 2017
|
Edward A. Schmitt
|
|
|
||
|
|
|
|
|
/s/ THERESA E. WAGLER
|
|
Director
|
|
February 23, 2017
|
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 Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on December 23, 2015, File No. 001-32597)
|
|
|
|
2.8
|
|
Termination Agreement, dated as of May 22, 2016, by and among CF Industries Holdings, Inc., OCI N.V. and certain other parties named therein (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on May 23, 2016, File No. 001-32597)
|
|
|
|
2.9
|
|
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, as amended (incorporated by reference to Exhibit 3.2 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on September 7, 2016, File No. 001-32597)
|
|
|
|
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 4.2 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on September 7, 2016, File No. 001-32597)
|
|
|
|
4.2
|
|
Tax Benefits Preservation Plan, dated as of September 6, 2016, between CF Industries Holdings, Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 3.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on September 7, 2016, File No. 001-32597)
|
|
|
|
4.3
|
|
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)
|
|
|
|
4.4
|
|
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) (the "2018 Notes Supplement") (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)
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
|
|
4.5
|
|
First Supplement, dated as of November 21, 2016, relating to the 2018 Notes Supplement
|
|
|
|
4.6
|
|
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) (the "2020 Notes Supplement") (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)
|
|
|
|
4.7
|
|
First Supplement, dated as of November 21, 2016, relating to the 2020 Notes Supplement
|
|
|
|
4.8
|
|
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)
|
|
|
|
4.9
|
|
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) (the "2023 Notes Supplement") (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)
|
|
|
|
4.10
|
|
First Supplement, dated as of November 21, 2016, relating to the 2023 Notes Supplement
|
|
|
|
4.11
|
|
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) (the "2043 Notes Supplement") (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)
|
|
|
|
4.12
|
|
First Supplement, dated as of November 21, 2016, relating to the 2043 Notes Supplement
|
|
|
|
4.13
|
|
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) (the "2034 Notes Supplement") (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)
|
|
|
|
4.14
|
|
First Supplement, dated as of November 21, 2016, relating to the 2034 Notes Supplement
|
|
|
|
4.15
|
|
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) (the “2044 Notes Supplement”) (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)
|
|
|
|
4.16
|
|
First Supplement, dated as of November 21, 2016, relating to the 2044 Notes Supplement
|
|
|
|
4.17
|
|
Indenture, dated as of November 21, 2016, among CF Industries Holdings, Inc., CF Industries, Inc., the Subsidiary Guarantors (as defined therein) party thereto and Wells Fargo Bank, National Association, as trustee and collateral agent, relating to CF Industries, Inc.’s 3.400% Senior Secured Notes due 2021 (includes form of note) (incorporated by reference to Exhibit 4.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on November 22, 2016, File No. 001-32597)
|
|
|
|
4.18
|
|
Indenture, dated as of November 21, 2016, among CF Industries Holdings, Inc., CF Industries, Inc., the Subsidiary Guarantors (as defined therein) party thereto and Wells Fargo Bank, National Association, as trustee and collateral agent, relating to CF Industries, Inc.’s 4.500% Senior Secured Notes due 2026 (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 November 22, 2016, File No. 001-32597)
|
|
|
|
4.19
|
|
Pledge and Security Agreement, dated as of November 21, 2016, among CF Industries Holdings, Inc., CF Industries, Inc., the other Guarantors (as defined therein) party thereto and Wells Fargo Bank, National Association, as collateral agent under the indenture relating to CF Industries, Inc.’s 3.400% Senior Secured Notes due 2021 (incorporated by reference to Exhibit 4.3 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on November 22, 2016, File No. 001-32597)
|
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
4.20
|
|
Pledge and Security Agreement, dated as of November 21, 2016, among CF Industries Holdings, Inc., CF Industries, Inc., the Subsidiary Guarantors (as defined therein) party thereto and Wells Fargo Bank, National Association, as collateral agent under the indenture relating to CF Industries, Inc.’s 4.500% Senior Secured Notes due 2026 (incorporated by reference to Exhibit 4.4 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on November 22, 2016, File No. 001-32597)
|
|
|
|
4.21
|
|
First Lien/First Lien Intercreditor Agreement, dated as of November 21, 2016, among Morgan Stanley Senior Funding, Inc., as authorized representative of the Credit Agreement Secured Parties, Wells Fargo Bank, National Association, as collateral agent in connection with CF Industries, Inc.’s 3.400% Senior Secured Notes due 2021 and 4.500% Senior Secured Notes due 2026 and each additional Authorized Representative from time to time party thereto for the Other First-Priority Secured Parties of the Series with respect to which it is acting in such capacity (incorporated by reference to Exhibit 4.5 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on November 22, 2016, File No. 001-32597)
|
|
|
|
4.22
|
|
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)
|
|
|
|
4.23
|
|
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)
|
|
|
|
4.24
|
|
Second Amendment, dated as of September 7, 2016, to the Note Purchase Agreement, dated as of 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 September 9, 2016, 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)**
|
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
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)**
|
|
|
|
10.14
|
|
Amendment, dated as of July 21, 2016, to the CF Industries Holdings, Inc. 2009 Equity and Incentive Plan (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 4, 2016, File No. 001-32597)**
|
|
|
|
10.15
|
|
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)**
|
|
|
|
10.16
|
|
Amendment, dated as of July 21, 2016, to the CF Industries Holdings, Inc. 2014 Equity and Incentive Plan (incorporated by reference to Exhibit 10.4 to CF Industries Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2016, File No. 001-32597)**
|
|
|
|
10.17
|
|
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)**
|
|
|
|
10.18
|
|
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)**
|
|
|
|
10.19
|
|
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)**
|
|
|
|
10.20
|
|
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)**
|
|
|
|
10.21
|
|
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)**
|
|
|
|
10.22
|
|
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)**
|
|
|
|
10.23
|
|
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)**
|
|
|
|
10.24
|
|
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)**
|
|
|
|
10.25
|
|
Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.23 to CF Industries Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 25, 2016, File No. 001-32597)**
|
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
10.26
|
|
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 4, 2016, File No. 001-32597)**
|
|
|
|
10.27
|
|
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)**
|
|
|
|
10.28
|
|
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)**
|
|
|
|
10.29
|
|
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)**
|
|
|
|
10.30
|
|
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)**
|
|
|
|
10.31
|
|
Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.28 to CF Industries Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 25, 2016, File No. 001-32597)**
|
|
|
|
10.32
|
|
Form of Restricted Stock Unit 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 4, 2016, File No. 001-32597)**
|
|
|
|
10.33
|
|
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)**
|
|
|
|
10.34
|
|
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)**
|
|
|
|
10.35
|
|
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)**
|
|
|
|
10.36
|
|
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)**
|
|
|
|
10.37
|
|
Form of Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.33 to CF Industries Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 25, 2016, File No. 001-32597)**
|
|
|
|
10.38
|
|
Form of Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.8 to CF Industries Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2016, File No. 001-32597)**
|
|
|
|
10.39
|
|
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)**
|
|
|
|
10.40
|
|
Form of Equity Award Amendment Letter Agreement, dated as of July 21, 2016 (incorporated by reference to Exhibit 10.5 to CF Industries Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2016, File No. 001-32597)**
|
|
|
|
10.41
|
|
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)**
|
|
|
|
10.42
|
|
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)
|
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
10.43
|
|
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)
|
|
|
|
10.44
|
|
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 Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on December 21, 2015, File No. 001-32597)
|
|
|
|
10.45
|
|
Amendment No. 2, dated as of July 29, 2016, 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 10.1 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on August 4, 2016, File No. 001-32597)
|
|
|
|
10.46
|
|
Amendment No. 3, dated as of October 31, 2016, to the Third Amended and Restated Revolving Credit Agreement among CF Industries Holdings, Inc., CF Industries, Inc., Morgan Stanley Senior Funding, Inc., as administrative agent under the Existing Revolving Credit Agreement (as defined therein), the issuing banks under the Existing Revolving Credit Agreement signatory thereto, and the lenders under the Existing Revolving Credit Agreement signatory thereto (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on November 3, 2016, File No. 001-32597)
|
|
|
|
10.47
|
|
Pledge and Security Agreement, dated as of November 21, 2016, among CF Industries Holdings, Inc., CF Industries, Inc., the Subsidiary Guarantors (as defined therein) 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 November 22, 2016, File No. 001-32597)
|
|
|
|
10.48
|
|
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)
|
|
|
|
10.49
|
|
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 Industries Holdings, Inc.'s
Current Report on Form 8-K filed with the SEC on December 21, 2015, File No. 001-32597)
|
|
|
|
10.50
|
|
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, 2016, formatted in XBRL (eXtensible Business Reporting Language): (1) Consolidated Statements of Operations, (2) Consolidated Statements of Comprehensive (Loss) 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.
|
|
|
|
CF INDUSTRIES, INC.
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel L. Swenson
|
|
|
|
Name:
|
|
Daniel L. Swenson
|
|
|
|
Title:
|
|
Vice President, Treasurer, and Assistant Secretary
|
|
|
|
CF INDUSTRIES HOLDINGS, INC.
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel L. Swenson
|
|
|
|
Name:
|
|
Daniel L. Swenson
|
|
|
|
Title:
|
|
Vice President, Treasurer, and Assistant Secretary
|
|
|
|
CF INDUSTRIES ENTERPRISES, INC.
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel L. Swenson
|
|
|
|
Name:
|
|
Daniel L. Swenson
|
|
|
|
Title:
|
|
Vice President, Treasurer, and Assistant Secretary
|
|
|
|
CF INDUSTRIES SALES, LLC
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel L. Swenson
|
|
|
|
Name:
|
|
Daniel L. Swenson
|
|
|
|
Title:
|
|
Vice President, Treasurer, and Assistant Secretary
|
|
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Julius R. Zamora
|
|
|
|
Name:
|
|
Julius R. Zamora
|
|
|
|
Title:
|
|
Vice President
|
|
|
|
CF INDUSTRIES, INC.
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel L. Swenson
|
|
|
|
Name:
|
|
Daniel L. Swenson
|
|
|
|
Title:
|
|
Vice President, Treasurer, and Assistant Secretary
|
|
|
|
CF INDUSTRIES HOLDINGS, INC.
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel L. Swenson
|
|
|
|
Name:
|
|
Daniel L. Swenson
|
|
|
|
Title:
|
|
Vice President, Treasurer, and Assistant Secretary
|
|
|
|
CF INDUSTRIES ENTERPRISES, INC.
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel L. Swenson
|
|
|
|
Name:
|
|
Daniel L. Swenson
|
|
|
|
Title:
|
|
Vice President, Treasurer, and Assistant Secretary
|
|
|
|
CF INDUSTRIES SALES, LLC
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel L. Swenson
|
|
|
|
Name:
|
|
Daniel L. Swenson
|
|
|
|
Title:
|
|
Vice President, Treasurer, and Assistant Secretary
|
|
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Julius R. Zamora
|
|
|
|
Name:
|
|
Julius R. Zamora
|
|
|
|
Title:
|
|
Vice President
|
|
|
|
CF INDUSTRIES, INC.
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel L. Swenson
|
|
|
|
Name:
|
|
Daniel L. Swenson
|
|
|
|
Title:
|
|
Vice President, Treasurer, and Assistant Secretary
|
|
|
|
CF INDUSTRIES HOLDINGS, INC.
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel L. Swenson
|
|
|
|
Name:
|
|
Daniel L. Swenson
|
|
|
|
Title:
|
|
Vice President, Treasurer, and Assistant Secretary
|
|
|
|
CF INDUSTRIES ENTERPRISES, INC.
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel L. Swenson
|
|
|
|
Name:
|
|
Daniel L. Swenson
|
|
|
|
Title:
|
|
Vice President, Treasurer, and Assistant Secretary
|
|
|
|
CF INDUSTRIES SALES, LLC
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel L. Swenson
|
|
|
|
Name:
|
|
Daniel L. Swenson
|
|
|
|
Title:
|
|
Vice President, Treasurer, and Assistant Secretary
|
|
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Julius R. Zamora
|
|
|
|
Name:
|
|
Julius R. Zamora
|
|
|
|
Title:
|
|
Vice President
|
|
|
|
CF INDUSTRIES, INC.
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel L. Swenson
|
|
|
|
Name:
|
|
Daniel L. Swenson
|
|
|
|
Title:
|
|
Vice President, Treasurer, and Assistant Secretary
|
|
|
|
CF INDUSTRIES HOLDINGS, INC.
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel L. Swenson
|
|
|
|
Name:
|
|
Daniel L. Swenson
|
|
|
|
Title:
|
|
Vice President, Treasurer, and Assistant Secretary
|
|
|
|
CF INDUSTRIES ENTERPRISES, INC.
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel L. Swenson
|
|
|
|
Name:
|
|
Daniel L. Swenson
|
|
|
|
Title:
|
|
Vice President, Treasurer, and Assistant Secretary
|
|
|
|
CF INDUSTRIES SALES, LLC
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel L. Swenson
|
|
|
|
Name:
|
|
Daniel L. Swenson
|
|
|
|
Title:
|
|
Vice President, Treasurer, and Assistant Secretary
|
|
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Julius R. Zamora
|
|
|
|
Name:
|
|
Julius R. Zamora
|
|
|
|
Title:
|
|
Vice President
|
|
|
|
CF INDUSTRIES, INC.
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel L. Swenson
|
|
|
|
Name:
|
|
Daniel L. Swenson
|
|
|
|
Title:
|
|
Vice President, Treasurer, and Assistant Secretary
|
|
|
|
CF INDUSTRIES HOLDINGS, INC.
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel L. Swenson
|
|
|
|
Name:
|
|
Daniel L. Swenson
|
|
|
|
Title:
|
|
Vice President, Treasurer, and Assistant Secretary
|
|
|
|
CF INDUSTRIES ENTERPRISES, INC.
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel L. Swenson
|
|
|
|
Name:
|
|
Daniel L. Swenson
|
|
|
|
Title:
|
|
Vice President, Treasurer, and Assistant Secretary
|
|
|
|
CF INDUSTRIES SALES, LLC
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel L. Swenson
|
|
|
|
Name:
|
|
Daniel L. Swenson
|
|
|
|
Title:
|
|
Vice President, Treasurer, and Assistant Secretary
|
|
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Julius R. Zamora
|
|
|
|
Name:
|
|
Julius R. Zamora
|
|
|
|
Title:
|
|
Vice President
|
|
|
|
CF INDUSTRIES, INC.
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel L. Swenson
|
|
|
|
Name:
|
|
Daniel L. Swenson
|
|
|
|
Title:
|
|
Vice President, Treasurer, and Assistant Secretary
|
|
|
|
CF INDUSTRIES HOLDINGS, INC.
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel L. Swenson
|
|
|
|
Name:
|
|
Daniel L. Swenson
|
|
|
|
Title:
|
|
Vice President, Treasurer, and Assistant Secretary
|
|
|
|
CF INDUSTRIES ENTERPRISES, INC.
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel L. Swenson
|
|
|
|
Name:
|
|
Daniel L. Swenson
|
|
|
|
Title:
|
|
Vice President, Treasurer, and Assistant Secretary
|
|
|
|
CF INDUSTRIES SALES, LLC
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Daniel L. Swenson
|
|
|
|
Name:
|
|
Daniel L. Swenson
|
|
|
|
Title:
|
|
Vice President, Treasurer, and Assistant Secretary
|
|
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Julius R. Zamora
|
|
|
|
Name:
|
|
Julius R. Zamora
|
|
|
|
Title:
|
|
Vice President
|
|
|
Year ended December 31,
|
|
||||||||||||||||||
(Dollars in millions)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pretax (loss) earnings from continuing operations
|
|
$
|
(226
|
)
|
|
$
|
1,058
|
|
|
$
|
2,187
|
|
|
$
|
2,210
|
|
|
$
|
2,829
|
|
|
Plus:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
|
497
|
|
|
343
|
|
|
312
|
|
|
264
|
|
|
232
|
|
|
|||||
Distributed income of equity investees
|
|
14
|
|
|
48
|
|
|
79
|
|
|
59
|
|
|
111
|
|
|
|||||
Amortization of capitalized interest
|
|
9
|
|
|
2
|
|
|
1
|
|
|
4
|
|
|
4
|
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Preference security dividends of CF Industries Nitrogen, LLC
|
|
(79
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Preference security dividends of Terra Nitrogen Company, L.P.
|
|
(40
|
)
|
|
(45
|
)
|
|
(46
|
)
|
|
(66
|
)
|
|
(78
|
)
|
|
|||||
Capitalized interest
|
|
(166
|
)
|
|
(154
|
)
|
|
(74
|
)
|
|
(27
|
)
|
|
(9
|
)
|
|
|||||
Earnings for fixed charge coverage ratio
|
|
$
|
9
|
|
|
$
|
1,252
|
|
|
$
|
2,459
|
|
|
$
|
2,444
|
|
|
$
|
3,089
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expensed (a)
|
|
$
|
200
|
|
|
$
|
133
|
|
|
$
|
178
|
|
|
$
|
152
|
|
|
$
|
135
|
|
|
Capitalized interest
|
|
166
|
|
|
154
|
|
|
74
|
|
|
27
|
|
|
9
|
|
|
|||||
Estimated interest in rent expense (b)
|
|
12
|
|
|
11
|
|
|
14
|
|
|
19
|
|
|
10
|
|
|
|||||
Preference security dividends of CF Industries Nitrogen, LLC
|
|
79
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Preference security dividends of Terra Nitrogen Company, L.P.
|
|
40
|
|
|
45
|
|
|
46
|
|
|
66
|
|
|
78
|
|
|
|||||
|
|
$
|
497
|
|
|
$
|
343
|
|
|
$
|
312
|
|
|
$
|
264
|
|
|
$
|
232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
|
0.02
|
|
x
|
3.6
|
|
x
|
7.9
|
|
x
|
9.3
|
|
x
|
13.3
|
|
x
|
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. à r. l.
|
|
Luxembourg
|
|
|
|
CF Industries Luxembourg S. à r. l.
|
|
Luxembourg
|
|
|
|
CF Industries Nitrogen, LLC
|
|
Delaware
|
|
88.6
|
%
|
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) LLC
|
|
Delaware
|
|
88.6
|
%
|
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
|
(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 23, 2017
|
|
/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 23, 2017
|
|
/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)
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Date:
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February 23, 2017
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ DENNIS P. KELLEHER
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Dennis P. Kelleher
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
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Date:
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February 23, 2017
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