|
FORM 10-K
|
(Mark One)
|
|
ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2017
|
|
OR
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
20-2697511
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
4 Parkway North, Suite 400, Deerfield, Illinois
|
|
60015
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrant's telephone number, including area code
(847) 405-2400
|
||
Securities registered pursuant to section 12(b) of the Act:
|
||
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value per share
|
|
New York Stock Exchange
|
Large accelerated filer
ý
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
(Do not check if a smaller reporting company) |
|
Smaller reporting company
o
|
|
Emerging growth company
o
|
|
|
|
|
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|||
|
|||
|
|||
|
|
|
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
|
|||
|
•
|
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), of which we own approximately 89% and CHS Inc. (CHS) owns the remainder. See Note
16—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 (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.
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Sales Volume (tons)
|
|
Net Sales
|
|
Sales Volume (tons)
|
|
Net Sales
|
|
Sales Volume (tons)
|
|
Net Sales
|
|||||||||
|
(tons in thousands; dollars in millions)
|
|||||||||||||||||||
Products
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ammonia
|
4,105
|
|
|
$
|
1,209
|
|
|
2,874
|
|
|
$
|
981
|
|
|
2,995
|
|
|
$
|
1,523
|
|
Granular urea
|
4,357
|
|
|
971
|
|
|
3,597
|
|
|
831
|
|
|
2,460
|
|
|
788
|
|
|||
UAN
|
7,093
|
|
|
1,134
|
|
|
6,681
|
|
|
1,196
|
|
|
5,865
|
|
|
1,480
|
|
|||
AN
|
2,353
|
|
|
497
|
|
|
2,151
|
|
|
411
|
|
|
1,290
|
|
|
294
|
|
|||
Other
(1)
|
2,044
|
|
|
319
|
|
|
1,654
|
|
|
266
|
|
|
1,108
|
|
|
223
|
|
|||
Total
|
19,952
|
|
|
$
|
4,130
|
|
|
16,957
|
|
|
$
|
3,685
|
|
|
13,718
|
|
|
$
|
4,308
|
|
(1)
|
Other segment products include DEF, urea liquor, nitric acid, aqua ammonia and NPKs.
|
|
Average Annual Capacity
(1)
|
||||||||||||||||
|
Gross
Ammonia
(2)
|
|
Net
Ammonia
(2)
|
|
UAN
(3)
|
|
Urea
(4)
|
|
AN
(5)
|
|
Other
(6)
|
||||||
|
(tons in thousands)
|
||||||||||||||||
Donaldsonville, Louisiana
(7)
|
4,335
|
|
|
1,390
|
|
|
3,255
|
|
|
2,635
|
|
|
—
|
|
|
445
|
|
Medicine Hat, Alberta
|
1,230
|
|
|
770
|
|
|
—
|
|
|
810
|
|
|
—
|
|
|
—
|
|
Port Neal, Iowa
|
1,230
|
|
|
110
|
|
|
800
|
|
|
1,350
|
|
|
—
|
|
|
110
|
|
Verdigris, Oklahoma
(8)(9)
|
1,210
|
|
|
430
|
|
|
1,955
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Woodward, Oklahoma
|
480
|
|
|
130
|
|
|
810
|
|
|
—
|
|
|
—
|
|
|
115
|
|
Yazoo City, Mississippi
(9)(10)
|
570
|
|
|
—
|
|
|
160
|
|
|
—
|
|
|
1,035
|
|
|
125
|
|
Courtright, Ontario
(9)(11)
|
500
|
|
|
265
|
|
|
345
|
|
|
—
|
|
|
—
|
|
|
400
|
|
Ince, U.K.
(12)
|
380
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
575
|
|
|
415
|
|
Billingham, U.K.
(9)
|
595
|
|
|
230
|
|
|
—
|
|
|
—
|
|
|
625
|
|
|
410
|
|
|
10,530
|
|
|
3,340
|
|
|
7,325
|
|
|
4,795
|
|
|
2,235
|
|
|
2,020
|
|
Unconsolidated Affiliate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Point Lisas, Trinidad
(13)
|
360
|
|
|
360
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
10,890
|
|
|
3,700
|
|
|
7,325
|
|
|
4,795
|
|
|
2,235
|
|
|
2,020
|
|
(1)
|
Average annual capacity includes allowance for normal outages and planned maintenance shutdowns.
|
(2)
|
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.
|
(3)
|
Measured in tons of UAN containing 32% nitrogen by weight.
|
(4)
|
Reflects granular urea capacity from the Donaldsonville, Medicine Hat, and Port Neal facilities. Urea liquor and diesel exhaust fluid production capacities are included in Other.
|
(5)
|
AN includes prilled products (Amtrate and industrial-grade AN, or IGAN) and AN solution produced for sale.
|
(6)
|
Includes product tons of: urea liquor and DEF from the Donaldsonville, Port Neal, Woodward, and Yazoo City, and Courtright facilities; nitric acid from the Courtright, Yazoo City, Billingham, and Ince facilities; and NPKs from the Ince facility. Production of DEF can be increased by reducing urea and/or UAN production.
|
(7)
|
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. The facility is also capable of producing up to 1.2 million product tons of 32.5% DEF.
|
(8)
|
Represents 100% of the capacity of this facility.
|
(9)
|
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.
|
(10)
|
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.
|
(11)
|
Production of urea liquor and DEF at the Courtright facility can be increased by reducing UAN production.
|
(12)
|
The Ince facility can increase production of NPKs and nitric acid by reducing AN production.
|
(13)
|
Represents our 50% interest in the capacity of PLNL.
|
|
December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
|
(tons in thousands)
|
|||||||
Ammonia
(1)
|
10,295
|
|
|
8,307
|
|
|
7,673
|
|
Granular urea
|
4,451
|
|
|
3,368
|
|
|
2,520
|
|
UAN (32%)
|
6,914
|
|
|
6,698
|
|
|
5,888
|
|
AN
|
2,127
|
|
|
1,845
|
|
|
1,283
|
|
(1)
|
Gross ammonia production, including amounts subsequently upgraded on-site into granular urea, UAN or AN.
|
|
Ammonia
|
|
Granular Urea
|
|
UAN
(1)
|
|
AN
|
||||||||||||||||
|
Number of
Facilities
|
|
Capacity
(000 Tons)
|
|
Number of
Facilities
|
|
Capacity
(000 Tons)
|
|
Number of
Facilities
|
|
Capacity
(000 Tons)
|
|
Number of
Facilities
|
|
Capacity
(000 Tons)
|
||||||||
Plants
|
9
|
|
|
571
|
|
|
5
|
|
|
437
|
|
|
6
|
|
|
530
|
|
|
3
|
|
|
234
|
|
Terminal and Warehouse Locations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Owned
|
22
|
|
|
810
|
|
|
1
|
|
|
200
|
|
|
8
|
|
|
219
|
|
|
—
|
|
|
—
|
|
Leased
(2)
|
4
|
|
|
130
|
|
|
1
|
|
|
7
|
|
|
26
|
|
|
342
|
|
|
—
|
|
|
—
|
|
Total In-Market
|
26
|
|
|
940
|
|
|
2
|
|
|
207
|
|
|
34
|
|
|
561
|
|
|
—
|
|
|
—
|
|
Total Storage Capacity
|
|
|
|
1,511
|
|
|
|
|
|
644
|
|
|
|
|
|
1,091
|
|
|
|
|
|
234
|
|
(1)
|
Capacity is expressed as the equivalent volume of UAN measured on a 32% nitrogen content basis.
|
(2)
|
Our lease agreements are typically for periods of one to five years.
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
cause us to be more vulnerable to general adverse economic and industry conditions;
|
•
|
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;
|
•
|
make us more leveraged than some of our competitors, which could place us at a competitive disadvantage;
|
•
|
restrict our investments in our subsidiaries, which could limit our ability to fund certain of our businesses;
|
•
|
restrict our ability to dispose of assets or otherwise restrict our use of funds from the disposal of assets;
|
•
|
restrict our ability to pay dividends on our common stock or utilize excess cash to repurchase shares of our common stock;
|
•
|
limit our ability to borrow additional monies in the future to fund working capital, capital expenditures and other general corporate purposes; and
|
•
|
result in a downgrade in the credit rating of our indebtedness which could increase the cost of further borrowings.
|
•
|
incur additional indebtedness or guarantee indebtedness;
|
•
|
pay dividends on, repurchase or make distributions in respect of their capital stock or make other restricted payments;
|
•
|
make certain investments or acquisitions;
|
•
|
sell, transfer or otherwise convey certain assets;
|
•
|
create liens;
|
•
|
consolidate, merge, sell or otherwise dispose of all or substantially all of our and our restricted subsidiaries’ assets; and
|
•
|
prepay certain kinds of indebtedness.
|
•
|
difficulties in integrating the parties’ operations, systems, technologies, products and personnel;
|
•
|
incurrence of significant transaction-related expenses;
|
•
|
potential integration or restructuring costs;
|
•
|
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;
|
•
|
other unanticipated costs associated with such transactions;
|
•
|
our ability to achieve operating and financial efficiencies, synergies and cost savings;
|
•
|
our ability to obtain the desired financial or strategic benefits from any such transaction;
|
•
|
the parties’ ability to retain key business relationships, including relationships with employees, customers, partners and suppliers;
|
•
|
potential loss of key personnel;
|
•
|
entry into markets or involvement with products with which we have limited current or prior experience or in which competitors may have stronger positions;
|
•
|
assumption of contingent liabilities, including litigation;
|
•
|
exposure to unanticipated liabilities;
|
•
|
differences in the parties’ internal control environments, which may require significant time and resources to resolve in conformity with applicable legal and accounting standards;
|
•
|
increased scope, geographic diversity and complexity of our operations;
|
•
|
the tax effects of any such transaction; and
|
•
|
the potential for costly and time-consuming litigation, including stockholder lawsuits.
|
•
|
the impact of particular economic, tax, currency, political, legal and regulatory risks associated with specific countries;
|
•
|
challenges caused by distance and by language and cultural differences;
|
•
|
difficulties and costs of complying with a wide variety of complex laws, treaties and regulations;
|
•
|
unexpected changes in regulatory environments;
|
•
|
political and economic instability, including the possibility for civil unrest;
|
•
|
nationalization of properties by foreign governments;
|
•
|
tax rates that may exceed those in the United States, and earnings that may be subject to withholding requirements;
|
•
|
the imposition of tariffs, exchange controls or other restrictions; and
|
•
|
the impact of currency exchange rate fluctuations.
|
•
|
the cyclical nature of our business and the agricultural sector;
|
•
|
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;
|
•
|
conditions in the U.S. and European agricultural industry;
|
•
|
the volatility of natural gas prices in North America and Europe;
|
•
|
difficulties in securing the supply and delivery of raw materials, increases in their costs or delays or interruptions in their delivery;
|
•
|
reliance on third party providers of transportation services and equipment;
|
•
|
the significant risks and hazards involved in producing and handling our products against which we may not be fully insured;
|
•
|
our ability to manage our indebtedness;
|
•
|
operating and financial restrictions imposed on us by the agreements governing our senior secured indebtedness;
|
•
|
risks associated with our incurrence of additional indebtedness;
|
•
|
our ability to maintain compliance with covenants under the agreements governing our indebtedness;
|
•
|
downgrades of our credit ratings;
|
•
|
risks associated with cyber security;
|
•
|
weather conditions;
|
•
|
risks associated with changes in tax laws and disagreements with taxing authorities;
|
•
|
our reliance on a limited number of key facilities;
|
•
|
potential liabilities and expenditures related to environmental, health and safety laws and regulations and permitting requirements;
|
•
|
future regulatory restrictions and requirements related to greenhouse gas emissions;
|
•
|
risks associated with expansions of our business, including unanticipated adverse consequences and the significant resources that could be required;
|
•
|
the seasonality of the fertilizer business;
|
•
|
the impact of changing market conditions on our forward sales programs;
|
•
|
risks involving derivatives and the effectiveness of our risk measurement and hedging activities;
|
•
|
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;
|
•
|
risks associated with our PLNL joint venture;
|
•
|
acts of terrorism and regulations to combat terrorism;
|
•
|
risks associated with international operations; and
|
•
|
deterioration of global market and economic conditions.
|
|
Sales Prices
|
|
Dividends
per Share |
||||||||
2017
|
High
|
|
Low
|
|
|||||||
First Quarter
|
$
|
37.17
|
|
|
$
|
28.35
|
|
|
$
|
0.30
|
|
Second Quarter
|
30.07
|
|
|
25.04
|
|
|
0.30
|
|
|||
Third Quarter
|
36.51
|
|
|
27.27
|
|
|
0.30
|
|
|||
Fourth Quarter
|
43.42
|
|
|
33.50
|
|
|
0.30
|
|
|
Sales Prices
|
|
Dividends
per Share |
||||||||
2016
|
High
|
|
Low
|
|
|||||||
First Quarter
|
$
|
40.95
|
|
|
$
|
26.10
|
|
|
$
|
0.30
|
|
Second Quarter
|
35.84
|
|
|
23.15
|
|
|
0.30
|
|
|||
Third Quarter
|
28.32
|
|
|
20.77
|
|
|
0.30
|
|
|||
Fourth Quarter
|
32.61
|
|
|
22.00
|
|
|
0.30
|
|
|
|
|
|
|
|
|
|
||||||
|
Issuer Purchases of Equity Securities
|
||||||||||||
Period
|
Total
Number of Shares (or Units) Purchased (1) |
|
Average
Price Paid per Share (or Unit) |
|
Cumulative Number of
Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs |
|
Maximum Number (or
Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (in thousands) |
||||||
October 1, 2017 - October 31, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
November 1, 2017 - November 30, 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
December 1, 2017 - December 31, 2017
|
324
|
|
|
39.26
|
|
|
—
|
|
|
—
|
|
||
Total
|
324
|
|
|
$
|
39.26
|
|
|
|
|
|
|
|
(1)
|
Represents shares withheld to pay for employee tax obligations upon the vesting of restricted stock units.
|
|
Year ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
(1)
|
|
2014
(2)
|
|
2013
|
||||||||||
|
(in millions, except per share amounts)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
$
|
4,130
|
|
|
$
|
3,685
|
|
|
$
|
4,308
|
|
|
$
|
4,743
|
|
|
$
|
5,475
|
|
Cost of sales
|
3,700
|
|
|
2,845
|
|
|
2,761
|
|
|
2,965
|
|
|
2,955
|
|
|||||
Gross margin
|
430
|
|
|
840
|
|
|
1,547
|
|
|
1,778
|
|
|
2,520
|
|
|||||
Selling, general and administrative expenses
|
192
|
|
|
174
|
|
|
170
|
|
|
152
|
|
|
166
|
|
|||||
Transaction costs
|
—
|
|
|
179
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|||||
Other operating—net
|
18
|
|
|
208
|
|
|
92
|
|
|
53
|
|
|
(16
|
)
|
|||||
Total other operating costs and expenses
|
210
|
|
|
561
|
|
|
319
|
|
|
205
|
|
|
150
|
|
|||||
Gain on sale of phosphate business
|
—
|
|
|
—
|
|
|
—
|
|
|
750
|
|
|
—
|
|
|||||
Equity in earnings (losses) of operating affiliates
|
9
|
|
|
(145
|
)
|
|
(35
|
)
|
|
43
|
|
|
42
|
|
|||||
Operating earnings
|
229
|
|
|
134
|
|
|
1,193
|
|
|
2,366
|
|
|
2,412
|
|
|||||
Interest expense—net
|
303
|
|
|
195
|
|
|
131
|
|
|
177
|
|
|
147
|
|
|||||
Loss on debt extinguishment
|
53
|
|
|
167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other non-operating—net
|
(2
|
)
|
|
(2
|
)
|
|
4
|
|
|
2
|
|
|
55
|
|
|||||
(Loss) earnings before income taxes and equity in earnings of non-operating affiliates
|
(125
|
)
|
|
(226
|
)
|
|
1,058
|
|
|
2,187
|
|
|
2,210
|
|
|||||
Income tax (benefit) provision
|
(575
|
)
|
|
(68
|
)
|
|
396
|
|
|
773
|
|
|
687
|
|
|||||
Equity in earnings of non-operating affiliates—net of taxes
|
—
|
|
|
—
|
|
|
72
|
|
|
23
|
|
|
10
|
|
|||||
Net earnings (loss)
|
450
|
|
|
(158
|
)
|
|
734
|
|
|
1,437
|
|
|
1,533
|
|
|||||
Less: Net earnings attributable to noncontrolling interests
|
92
|
|
|
119
|
|
|
34
|
|
|
47
|
|
|
68
|
|
|||||
Net earnings (loss) attributable to common stockholders
|
$
|
358
|
|
|
$
|
(277
|
)
|
|
$
|
700
|
|
|
$
|
1,390
|
|
|
$
|
1,465
|
|
Cash dividends declared per common share
|
$
|
1.20
|
|
|
$
|
1.20
|
|
|
$
|
1.20
|
|
|
$
|
1.00
|
|
|
$
|
0.44
|
|
Share and per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net earnings (loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
1.53
|
|
|
$
|
(1.19
|
)
|
|
$
|
2.97
|
|
|
$
|
5.43
|
|
|
$
|
4.97
|
|
Diluted
|
1.53
|
|
|
(1.19
|
)
|
|
2.96
|
|
|
5.42
|
|
|
4.95
|
|
|||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
233.5
|
|
|
233.1
|
|
|
235.3
|
|
|
255.9
|
|
|
294.4
|
|
|||||
Diluted
|
233.9
|
|
|
233.1
|
|
|
236.1
|
|
|
256.7
|
|
|
296.0
|
|
|||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation, depletion and amortization
|
$
|
883
|
|
|
$
|
678
|
|
|
$
|
480
|
|
|
$
|
393
|
|
|
$
|
411
|
|
Capital expenditures
|
473
|
|
|
2,211
|
|
|
2,469
|
|
|
1,809
|
|
|
824
|
|
|
December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
(1)
|
|
2014
(2)
|
|
2013
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
835
|
|
|
$
|
1,164
|
|
|
$
|
286
|
|
|
$
|
1,997
|
|
|
$
|
1,711
|
|
Total assets
(3)
|
13,463
|
|
|
15,131
|
|
|
12,683
|
|
|
11,200
|
|
|
10,574
|
|
|||||
Customer advances
|
89
|
|
|
42
|
|
|
162
|
|
|
325
|
|
|
121
|
|
|||||
Total debt
(3)
|
4,692
|
|
|
5,778
|
|
|
5,537
|
|
|
4,538
|
|
|
3,054
|
|
|||||
Total equity
|
6,684
|
|
|
6,492
|
|
|
4,387
|
|
|
4,572
|
|
|
5,438
|
|
(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
7—Equity Method Investments
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.
|
(3)
|
Total debt and total assets have been retroactively restated for the years ended December 31, 2015, 2014 and 2013 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
11—Financing Agreements
for additional information.
|
•
|
Overview of CF Holdings
|
•
|
Our Company
|
•
|
Industry Factors
|
•
|
Items Affecting Comparability of Results
|
•
|
Financial Executive Summary
|
•
|
Results of Consolidated Operations
|
•
|
Year Ended
December 31, 2017
Compared to Year Ended
December 31, 2016
|
•
|
Year Ended
December 31, 2016
Compared to Year Ended
December 31, 2015
|
•
|
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), of which we own approximately 89% and CHS Inc. (CHS) owns the remainder. See Note
16—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 (the largest nitrogen fertilizer complex in Canada) and Courtright, Ontario;
|
•
|
two United Kingdom nitrogen manufacturing complexes, located in Billingham and Ince;
|
•
|
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.
|
•
|
Impact of Tax Rate Change on Deferred Tax Liabilities
- The most significant impact of Tax Reform is the reduction of the U.S. statutory corporate tax rate from 35% to 21%. This change necessitates the revaluation of all of our U.S. deferred tax balances which resulted in an income tax benefit of $552 million that was recorded in 2017.
|
•
|
Transition Tax (Repatriation Tax) on Foreign Earnings and Profits
- Tax Reform requires us to pay U.S. tax on our previously untaxed foreign earnings. Foreign earnings held in the form of cash and cash equivalents are taxed at a 15.5% rate, and the remaining earnings are taxed at an 8% rate. We intend to elect to pay the transition tax in installments over an eight-year period and have recognized a tax charge and liability of $57 million in 2017 for this item.
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Pre-Tax
|
After-Tax
(1)
|
|
Pre-Tax
|
After-Tax
(1)
|
|
Pre-Tax
|
After-Tax
(1)
|
||||||||||||
|
(in millions)
|
|||||||||||||||||||
Impact of U.S. Tax Cuts and Jobs Act
(2)
|
(491
|
)
|
(491
|
)
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||
Depreciation and amortization
(3)
|
883
|
|
558
|
|
|
678
|
|
426
|
|
|
480
|
|
301
|
|
||||||
Unrealized net mark-to-market loss (gain) on natural gas derivatives
(4)
|
61
|
|
39
|
|
|
(260
|
)
|
(163
|
)
|
|
176
|
|
111
|
|
||||||
Loss (gain) on foreign currency transactions including intercompany loans
(5)
|
2
|
|
1
|
|
|
93
|
|
93
|
|
|
(8
|
)
|
—
|
|
||||||
Equity method investment tax contingency accrual
(6)
|
7
|
|
7
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||
Strategic venture with CHS:
|
|
|
|
|
|
|
|
|
||||||||||||
Noncontrolling interest
(7)
|
73
|
|
73
|
|
|
93
|
|
93
|
|
|
—
|
|
—
|
|
||||||
Loss on embedded derivative liability
(5)
|
4
|
|
3
|
|
|
23
|
|
14
|
|
|
—
|
|
—
|
|
||||||
Loss on debt extinguishment
|
53
|
|
33
|
|
|
167
|
|
105
|
|
|
—
|
|
—
|
|
||||||
Debt and revolver amendment fees
(8)
|
—
|
|
—
|
|
|
18
|
|
11
|
|
|
—
|
|
—
|
|
||||||
Capacity expansion project expenses
(5)
|
—
|
|
—
|
|
|
73
|
|
46
|
|
|
51
|
|
32
|
|
||||||
Start-up costs - Donaldsonville / Port Neal expansion plants
(4)
|
—
|
|
—
|
|
|
52
|
|
32
|
|
|
—
|
|
—
|
|
||||||
Loss on foreign currency derivatives
(5)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
22
|
|
13
|
|
||||||
Transaction costs and termination of agreement with OCI:
|
|
|
|
|
|
|
|
|
||||||||||||
Transaction costs
|
—
|
|
—
|
|
|
179
|
|
96
|
|
|
57
|
|
37
|
|
||||||
Financing costs related to bridge loan commitment fee
(9)
|
—
|
|
—
|
|
|
28
|
|
18
|
|
|
6
|
|
4
|
|
||||||
Gain on remeasurement of CF Fertilisers UK investment
(6)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
(94
|
)
|
(94
|
)
|
||||||
Impairment of equity method investment in PLNL
(6)
|
—
|
|
—
|
|
|
134
|
|
134
|
|
|
62
|
|
62
|
|
||||||
(Gain) loss on sale of equity method investments
(10)
|
(14
|
)
|
(9
|
)
|
|
—
|
|
—
|
|
|
43
|
|
31
|
|
||||||
Total Impact of Significant Items
|
$
|
578
|
|
$
|
214
|
|
|
$
|
1,278
|
|
$
|
905
|
|
|
$
|
795
|
|
$
|
497
|
|
|
|
|
|
|
|
|
|
|
|
Quarter placed in service
|
|
Expansion plant location
|
Q4 2015
|
|
Donaldsonville Urea
|
Q1 2016
|
|
Donaldsonville UAN
|
Q4 2016
|
|
Donaldsonville Ammonia
|
Q4 2016
|
|
Port Neal Ammonia and Urea
|
•
|
$617 million of charges that were recognized in 2016 that did not reoccur in 2017; partially offset by
|
•
|
$410 million
reduction in gross margin from operations; and
|
•
|
$108 million increase in net interest expense.
|
•
|
Transaction costs of
$179 million
pertaining to our proposed combination with certain businesses of OCI (that was ultimately terminated in 2016) and costs associated with establishing our strategic venture with CHS.
|
•
|
An impairment charge of
$134 million
related to our investment in Point Lisas Nitrogen Limited.
|
•
|
We took actions in both 2016 and 2017 to make modifications to our outstanding debt in response to changes in market conditions. Losses on debt extinguishments declined by
$114 million
as 2016 had losses of
$167 million
and 2017 had losses of
$53 million
.
|
•
|
Other operating expenses declined by $190 million in 2017 from an expense of $208 million in 2016 to an expense of $18 million in 2017. Other operating expenses are primarily pertaining to losses on foreign currency exchange rate impacts of the British pound and Canadian dollar on certain intercompany loans, certain costs pertaining to our capacity expansion projects and fair value adjustments for a derivative related to our strategic venture with CHS.
|
•
|
a higher unrealized net mark-to-market
loss
on natural gas derivatives, which decreased gross margin by
$321 million
as
2017
included a
$61 million
loss and
2016
included a
$260 million
gain,
|
•
|
a
decrease
in average selling prices of
5%
, which reduced gross margin by $293 million, including the impact of foreign currency exchange rates. In
2017
, the average selling prices for ammonia, UAN and granular urea declined by
13%
,
11%
, and
3%
, respectively, while the average selling price for AN increased by
10%
,
|
•
|
an increase in physical natural gas costs in
2017
, partially offset by the impact of natural gas derivatives that settled in the period, which decreased gross margin by $162 million as compared to
2016
, and
|
•
|
the impact of an increase in depreciation and amortization, excluding the impact from higher sales volume, of
$160 million
in 2017 as compared to 2016 due primarily to the completion and start-up of our capacity expansion projects,
|
•
|
partially offset by an
increase
in sales volume of
18%
, which
increase
d gross margin by $275 million, primarily driven by an increase in sales volume for ammonia and granular urea of
43%
and
21%
, respectively,
|
•
|
targeted cost reduction initiatives and production efficiencies due to increased volume, and
|
•
|
start-up costs of
$52 million
in 2016 for the new ammonia plants at our Donaldsonville and Port Neal facilities.
|
•
|
Receipt of a federal tax refund of $815 million due to the carryback of certain tax losses primarily arising from our capacity expansion projects
|
•
|
Early redemption and purchase of $1.1 billion in aggregate principal amount of certain senior notes due in 2018 and 2020
|
|
Year ended December 31,
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017 v. 2016
|
|
2016 v. 2015
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
4,130
|
|
|
$
|
3,685
|
|
|
$
|
4,308
|
|
|
$
|
445
|
|
|
12
|
%
|
|
$
|
(623
|
)
|
|
(14
|
)%
|
Cost of sales (COS)
|
3,700
|
|
|
2,845
|
|
|
2,761
|
|
|
855
|
|
|
30
|
%
|
|
84
|
|
|
3
|
%
|
|||||
Gross margin
|
430
|
|
|
840
|
|
|
1,547
|
|
|
(410
|
)
|
|
(49
|
)%
|
|
(707
|
)
|
|
(46
|
)%
|
|||||
Gross margin percentage
|
10.4
|
%
|
|
22.8
|
%
|
|
35.9
|
%
|
|
(12.4
|
)%
|
|
|
|
(13.1
|
)%
|
|
|
|||||||
Selling, general and administrative expenses
|
192
|
|
|
174
|
|
|
170
|
|
|
18
|
|
|
10
|
%
|
|
4
|
|
|
2
|
%
|
|||||
Transaction costs
|
—
|
|
|
179
|
|
|
57
|
|
|
(179
|
)
|
|
(100
|
)%
|
|
122
|
|
|
N/M
|
|
|||||
Other operating—net
|
18
|
|
|
208
|
|
|
92
|
|
|
(190
|
)
|
|
(91
|
)%
|
|
116
|
|
|
126
|
%
|
|||||
Total other operating costs and expenses
|
210
|
|
|
561
|
|
|
319
|
|
|
(351
|
)
|
|
(63
|
)%
|
|
242
|
|
|
76
|
%
|
|||||
Equity in earnings (losses) of operating affiliates
|
9
|
|
|
(145
|
)
|
|
(35
|
)
|
|
154
|
|
|
N/M
|
|
|
(110
|
)
|
|
N/M
|
|
|||||
Operating earnings
|
229
|
|
|
134
|
|
|
1,193
|
|
|
95
|
|
|
71
|
%
|
|
(1,059
|
)
|
|
(89
|
)%
|
|||||
Interest expense—net
|
303
|
|
|
195
|
|
|
131
|
|
|
108
|
|
|
55
|
%
|
|
64
|
|
|
49
|
%
|
|||||
Loss on debt extinguishment
|
53
|
|
|
167
|
|
|
—
|
|
|
(114
|
)
|
|
(68
|
)%
|
|
167
|
|
|
N/M
|
|
|||||
Other non-operating—net
|
(2
|
)
|
|
(2
|
)
|
|
4
|
|
|
—
|
|
|
—
|
%
|
|
(6
|
)
|
|
N/M
|
|
|||||
(Loss) earnings before income taxes and equity in earnings of non-operating affiliates
|
(125
|
)
|
|
(226
|
)
|
|
1,058
|
|
|
101
|
|
|
(45
|
)%
|
|
(1,284
|
)
|
|
N/M
|
|
|||||
Income tax (benefit) provision
|
(575
|
)
|
|
(68
|
)
|
|
396
|
|
|
(507
|
)
|
|
N/M
|
|
|
(464
|
)
|
|
N/M
|
|
|||||
Equity in earnings of non-operating affiliates—net of taxes
|
—
|
|
|
—
|
|
|
72
|
|
|
—
|
|
|
—
|
%
|
|
(72
|
)
|
|
(100
|
)%
|
|||||
Net earnings (loss)
|
450
|
|
|
(158
|
)
|
|
734
|
|
|
608
|
|
|
N/M
|
|
|
(892
|
)
|
|
N/M
|
|
|||||
Less: Net earnings attributable to noncontrolling interests
|
92
|
|
|
119
|
|
|
34
|
|
|
(27
|
)
|
|
(23
|
)%
|
|
85
|
|
|
N/M
|
|
|||||
Net earnings (loss) attributable to common stockholders
|
$
|
358
|
|
|
$
|
(277
|
)
|
|
$
|
700
|
|
|
$
|
635
|
|
|
N/M
|
|
|
$
|
(977
|
)
|
|
N/M
|
|
Diluted net earnings (loss) per share attributable to common stockholders
|
$
|
1.53
|
|
|
$
|
(1.19
|
)
|
|
$
|
2.96
|
|
|
$
|
2.72
|
|
|
N/M
|
|
|
$
|
(4.15
|
)
|
|
N/M
|
|
Diluted weighted-average common shares outstanding
|
233.9
|
|
|
233.1
|
|
|
236.1
|
|
|
0.8
|
|
|
—
|
%
|
|
(3.0
|
)
|
|
(1
|
)%
|
|||||
Dividends declared per common share
|
$
|
1.20
|
|
|
$
|
1.20
|
|
|
$
|
1.20
|
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Natural Gas Supplemental Data (per MMBtu)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Natural gas costs in COS
(1)
|
$
|
3.33
|
|
|
$
|
2.61
|
|
|
$
|
3.00
|
|
|
$
|
0.72
|
|
|
28
|
%
|
|
$
|
(0.39
|
)
|
|
(13
|
)%
|
Realized derivatives loss in COS
(2)
|
0.07
|
|
|
0.46
|
|
|
0.28
|
|
|
(0.39
|
)
|
|
(85
|
)%
|
|
0.18
|
|
|
64
|
%
|
|||||
Cost of natural gas in COS
|
$
|
3.40
|
|
|
$
|
3.07
|
|
|
$
|
3.28
|
|
|
$
|
0.33
|
|
|
11
|
%
|
|
$
|
(0.21
|
)
|
|
(6
|
)%
|
Average daily market price of natural gas Henry Hub (Louisiana)
|
$
|
2.96
|
|
|
$
|
2.48
|
|
|
$
|
2.61
|
|
|
$
|
0.48
|
|
|
19
|
%
|
|
$
|
(0.13
|
)
|
|
(5
|
)%
|
Average daily market price of natural gas National Balancing Point (UK)
(3)
|
$
|
5.80
|
|
|
$
|
4.66
|
|
|
$
|
6.53
|
|
|
$
|
1.14
|
|
|
25
|
%
|
|
$
|
(1.87
|
)
|
|
(29
|
)%
|
Unrealized net mark-to-market loss (gain) on natural gas derivatives
|
$
|
61
|
|
|
$
|
(260
|
)
|
|
$
|
176
|
|
|
$
|
321
|
|
|
N/M
|
|
|
$
|
(436
|
)
|
|
N/M
|
|
Depreciation and amortization
|
$
|
883
|
|
|
$
|
678
|
|
|
$
|
480
|
|
|
$
|
205
|
|
|
30
|
%
|
|
$
|
198
|
|
|
41
|
%
|
Capital expenditures
|
$
|
473
|
|
|
$
|
2,211
|
|
|
$
|
2,469
|
|
|
$
|
(1,738
|
)
|
|
(79
|
)%
|
|
$
|
(258
|
)
|
|
(10
|
)%
|
Sales volume by product tons (000s)
|
19,952
|
|
|
16,957
|
|
|
13,718
|
|
|
2,995
|
|
|
18
|
%
|
|
3,239
|
|
|
24
|
%
|
|||||
Production volume by product tons (000s):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ammonia
(4)
|
10,295
|
|
|
8,307
|
|
|
7,673
|
|
|
1,988
|
|
|
24
|
%
|
|
634
|
|
|
8
|
%
|
|||||
Granular urea
|
4,451
|
|
|
3,368
|
|
|
2,520
|
|
|
1,083
|
|
|
32
|
%
|
|
848
|
|
|
34
|
%
|
|||||
UAN (32%)
|
6,914
|
|
|
6,698
|
|
|
5,888
|
|
|
216
|
|
|
3
|
%
|
|
810
|
|
|
14
|
%
|
|||||
AN
|
2,127
|
|
|
1,845
|
|
|
1,283
|
|
|
282
|
|
|
15
|
%
|
|
562
|
|
|
44
|
%
|
(1)
|
Includes the cost of natural gas that is included in cost of sales during the period under the first-in, first-out 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.
|
(4)
|
Gross ammonia production, including amounts subsequently upgraded on-site into granular urea, UAN, or AN.
|
|
Ammonia
|
|
Granular Urea
(1)
|
|
UAN
(1)
|
|
AN
(1)
|
|
Other
(1)
|
|
Consolidated
|
||||||||||||
|
(in millions, except percentages)
|
||||||||||||||||||||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
1,209
|
|
|
$
|
971
|
|
|
$
|
1,134
|
|
|
$
|
497
|
|
|
$
|
319
|
|
|
$
|
4,130
|
|
Cost of sales
|
1,071
|
|
|
856
|
|
|
1,055
|
|
|
446
|
|
|
272
|
|
|
3,700
|
|
||||||
Gross margin
|
$
|
138
|
|
|
$
|
115
|
|
|
$
|
79
|
|
|
$
|
51
|
|
|
$
|
47
|
|
|
$
|
430
|
|
Gross margin percentage
|
11.4
|
%
|
|
11.8
|
%
|
|
7.0
|
%
|
|
10.3
|
%
|
|
14.7
|
%
|
|
10.4
|
%
|
||||||
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
|
%
|
(1)
|
The cost of ammonia that is upgraded into other products is transferred at cost into the upgraded product results.
|
|
Year ended December 31,
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
(2)
|
|
2017 v. 2016
|
|
2016 v. 2015
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
1,209
|
|
|
$
|
981
|
|
|
$
|
1,523
|
|
|
$
|
228
|
|
|
23
|
%
|
|
$
|
(542
|
)
|
|
(36
|
)%
|
Cost of sales
|
1,071
|
|
|
715
|
|
|
884
|
|
|
356
|
|
|
50
|
%
|
|
(169
|
)
|
|
(19
|
)%
|
|||||
Gross margin
|
$
|
138
|
|
|
$
|
266
|
|
|
$
|
639
|
|
|
$
|
(128
|
)
|
|
(48
|
)%
|
|
$
|
(373
|
)
|
|
(58
|
)%
|
Gross margin percentage
|
11.4
|
%
|
|
27.1
|
%
|
|
42.0
|
%
|
|
(15.7
|
)%
|
|
|
|
(14.9
|
)%
|
|
|
|||||||
Sales volume by product tons (000s)
|
4,105
|
|
|
2,874
|
|
|
2,995
|
|
|
1,231
|
|
|
43
|
%
|
|
(121
|
)
|
|
(4
|
)%
|
|||||
Sales volume by nutrient tons (000s)
(1)
|
3,367
|
|
|
2,358
|
|
|
2,456
|
|
|
1,009
|
|
|
43
|
%
|
|
(98
|
)
|
|
(4
|
)%
|
|||||
Average selling price per product ton
|
$
|
295
|
|
|
$
|
341
|
|
|
$
|
509
|
|
|
$
|
(46
|
)
|
|
(13
|
)%
|
|
$
|
(168
|
)
|
|
(33
|
)%
|
Average selling price per nutrient ton
(1)
|
$
|
359
|
|
|
$
|
416
|
|
|
$
|
620
|
|
|
$
|
(57
|
)
|
|
(14
|
)%
|
|
$
|
(204
|
)
|
|
(33
|
)%
|
Gross margin per product ton
|
$
|
34
|
|
|
$
|
93
|
|
|
$
|
213
|
|
|
$
|
(59
|
)
|
|
(63
|
)%
|
|
$
|
(120
|
)
|
|
(56
|
)%
|
Gross margin per nutrient ton
(1)
|
$
|
41
|
|
|
$
|
113
|
|
|
$
|
260
|
|
|
$
|
(72
|
)
|
|
(64
|
)%
|
|
$
|
(147
|
)
|
|
(57
|
)%
|
Depreciation and amortization
|
$
|
183
|
|
|
$
|
96
|
|
|
$
|
95
|
|
|
$
|
87
|
|
|
91
|
%
|
|
$
|
1
|
|
|
1
|
%
|
Unrealized net mark-to-market loss (gain) on natural gas derivatives
|
$
|
20
|
|
|
$
|
(85
|
)
|
|
$
|
40
|
|
|
$
|
105
|
|
|
N/M
|
|
$
|
(125
|
)
|
|
N/M
|
|
(1)
|
Ammonia represents 82% nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.
|
(2)
|
Includes CF Fertilisers UK results since July 31, 2015, the date of our acquisition of the remaining 50% equity interest not previously owned by us.
|
|
Year ended December 31,
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017 v. 2016
|
|
2016 v. 2015
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
971
|
|
|
$
|
831
|
|
|
$
|
788
|
|
|
$
|
140
|
|
|
17
|
%
|
|
$
|
43
|
|
|
5
|
%
|
Cost of sales
|
856
|
|
|
584
|
|
|
469
|
|
|
272
|
|
|
47
|
%
|
|
115
|
|
|
25
|
%
|
|||||
Gross margin
|
$
|
115
|
|
|
$
|
247
|
|
|
$
|
319
|
|
|
$
|
(132
|
)
|
|
(53
|
)%
|
|
$
|
(72
|
)
|
|
(23
|
)%
|
Gross margin percentage
|
11.8
|
%
|
|
29.7
|
%
|
|
40.4
|
%
|
|
(17.9
|
)%
|
|
|
|
(10.7
|
)%
|
|
|
|||||||
Sales volume by product tons (000s)
|
4,357
|
|
|
3,597
|
|
|
2,460
|
|
|
760
|
|
|
21
|
%
|
|
1,137
|
|
|
46
|
%
|
|||||
Sales volume by nutrient tons (000s)
(1)
|
2,004
|
|
|
1,654
|
|
|
1,132
|
|
|
350
|
|
|
21
|
%
|
|
522
|
|
|
46
|
%
|
|||||
Average selling price per product ton
|
$
|
223
|
|
|
$
|
231
|
|
|
$
|
320
|
|
|
$
|
(8
|
)
|
|
(3
|
)%
|
|
$
|
(89
|
)
|
|
(28
|
)%
|
Average selling price per nutrient ton
(1)
|
$
|
485
|
|
|
$
|
502
|
|
|
$
|
696
|
|
|
$
|
(17
|
)
|
|
(3
|
)%
|
|
$
|
(194
|
)
|
|
(28
|
)%
|
Gross margin per product ton
|
$
|
26
|
|
|
$
|
69
|
|
|
$
|
129
|
|
|
$
|
(43
|
)
|
|
(62
|
)%
|
|
$
|
(60
|
)
|
|
(47
|
)%
|
Gross margin per nutrient ton
(1)
|
$
|
57
|
|
|
$
|
149
|
|
|
$
|
281
|
|
|
$
|
(92
|
)
|
|
(62
|
)%
|
|
$
|
(132
|
)
|
|
(47
|
)%
|
Depreciation and amortization
|
$
|
246
|
|
|
$
|
112
|
|
|
$
|
51
|
|
|
$
|
134
|
|
|
120
|
%
|
|
$
|
61
|
|
|
120
|
%
|
Unrealized net mark-to-market loss (gain) on natural gas derivatives
|
$
|
16
|
|
|
$
|
(67
|
)
|
|
$
|
47
|
|
|
$
|
83
|
|
|
N/M
|
|
$
|
(114
|
)
|
|
N/M
|
|
(1)
|
Granular urea represents 46% nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.
|
|
Year ended December 31,
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017 v. 2016
|
|
2016 v. 2015
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
1,134
|
|
|
$
|
1,196
|
|
|
$
|
1,480
|
|
|
$
|
(62
|
)
|
|
(5
|
)%
|
|
$
|
(284
|
)
|
|
(19
|
)%
|
Cost of sales
|
1,055
|
|
|
920
|
|
|
955
|
|
|
135
|
|
|
15
|
%
|
|
(35
|
)
|
|
(4
|
)%
|
|||||
Gross margin
|
$
|
79
|
|
|
$
|
276
|
|
|
$
|
525
|
|
|
$
|
(197
|
)
|
|
(71
|
)%
|
|
$
|
(249
|
)
|
|
(47
|
)%
|
Gross margin percentage
|
7.0
|
%
|
|
23.1
|
%
|
|
35.5
|
%
|
|
(16.1
|
)%
|
|
|
|
(12.4
|
)%
|
|
|
|||||||
Sales volume by product tons (000s)
|
7,093
|
|
|
6,681
|
|
|
5,865
|
|
|
412
|
|
|
6
|
%
|
|
816
|
|
|
14
|
%
|
|||||
Sales volume by nutrient tons (000s)
(1)
|
2,242
|
|
|
2,109
|
|
|
1,854
|
|
|
133
|
|
|
6
|
%
|
|
255
|
|
|
14
|
%
|
|||||
Average selling price per product ton
|
$
|
160
|
|
|
$
|
179
|
|
|
$
|
252
|
|
|
$
|
(19
|
)
|
|
(11
|
)%
|
|
$
|
(73
|
)
|
|
(29
|
)%
|
Average selling price per nutrient ton
(1)
|
$
|
506
|
|
|
$
|
567
|
|
|
$
|
798
|
|
|
$
|
(61
|
)
|
|
(11
|
)%
|
|
$
|
(231
|
)
|
|
(29
|
)%
|
Gross margin per product ton
|
$
|
11
|
|
|
$
|
41
|
|
|
$
|
90
|
|
|
$
|
(30
|
)
|
|
(73
|
)%
|
|
$
|
(49
|
)
|
|
(54
|
)%
|
Gross margin per nutrient ton
(1)
|
$
|
35
|
|
|
$
|
131
|
|
|
$
|
283
|
|
|
$
|
(96
|
)
|
|
(73
|
)%
|
|
$
|
(152
|
)
|
|
(54
|
)%
|
Depreciation and amortization
|
$
|
265
|
|
|
$
|
247
|
|
|
$
|
192
|
|
|
$
|
18
|
|
|
7
|
%
|
|
$
|
55
|
|
|
29
|
%
|
Unrealized net mark-to-market loss (gain) on natural gas derivatives
|
$
|
19
|
|
|
$
|
(81
|
)
|
|
$
|
73
|
|
|
$
|
100
|
|
|
N/M
|
|
$
|
(154
|
)
|
|
N/M
|
|
(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.
|
|
Year ended December 31,
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017 v. 2016
|
|
2016 v. 2015
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
497
|
|
|
$
|
411
|
|
|
$
|
294
|
|
|
$
|
86
|
|
|
21
|
%
|
|
$
|
117
|
|
|
40
|
%
|
Cost of sales
|
446
|
|
|
409
|
|
|
291
|
|
|
37
|
|
|
9
|
%
|
|
118
|
|
|
41
|
%
|
|||||
Gross margin
|
$
|
51
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
49
|
|
|
N/M
|
|
|
$
|
(1
|
)
|
|
(33
|
)%
|
Gross margin percentage
|
10.3
|
%
|
|
0.5
|
%
|
|
1.1
|
%
|
|
9.8
|
%
|
|
|
|
(0.6
|
)%
|
|
|
|||||||
Sales volume by product tons (000s)
|
2,353
|
|
|
2,151
|
|
|
1,290
|
|
|
202
|
|
|
9
|
%
|
|
861
|
|
|
67
|
%
|
|||||
Sales volume by nutrient tons (000s)
(1)
|
793
|
|
|
726
|
|
|
437
|
|
|
67
|
|
|
9
|
%
|
|
289
|
|
|
66
|
%
|
|||||
Average selling price per product ton
|
$
|
211
|
|
|
$
|
191
|
|
|
$
|
228
|
|
|
$
|
20
|
|
|
10
|
%
|
|
$
|
(37
|
)
|
|
(16
|
)%
|
Average selling price per nutrient ton
(1)
|
$
|
627
|
|
|
$
|
566
|
|
|
$
|
673
|
|
|
$
|
61
|
|
|
11
|
%
|
|
$
|
(107
|
)
|
|
(16
|
)%
|
Gross margin per product ton
|
$
|
22
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
21
|
|
|
N/M
|
|
|
$
|
(1
|
)
|
|
(50
|
)%
|
Gross margin per nutrient ton
(1)
|
$
|
64
|
|
|
$
|
3
|
|
|
$
|
7
|
|
|
$
|
61
|
|
|
N/M
|
|
|
$
|
(4
|
)
|
|
(57
|
)%
|
Depreciation and amortization
|
$
|
85
|
|
|
$
|
93
|
|
|
$
|
66
|
|
|
$
|
(8
|
)
|
|
(9
|
)%
|
|
$
|
27
|
|
|
41
|
%
|
Unrealized net mark-to-market loss (gain) on natural gas derivatives
|
$
|
2
|
|
|
$
|
(10
|
)
|
|
$
|
16
|
|
|
$
|
12
|
|
|
N/M
|
|
|
$
|
(26
|
)
|
|
N/M
|
|
(1)
|
Nutrient tons represent the tons of nitrogen within the product tons.
|
(2)
|
Includes CF Fertilisers UK results since July 31, 2015, the date of our acquisition of the remaining 50% equity interest not previously owned by us.
|
•
|
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.
|
|
Year ended December 31,
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
(2)
|
|
2017 v. 2016
|
|
2016 v. 2015
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
319
|
|
|
$
|
266
|
|
|
$
|
223
|
|
|
$
|
53
|
|
|
20
|
%
|
|
$
|
43
|
|
|
19
|
%
|
Cost of sales
|
272
|
|
|
217
|
|
|
162
|
|
|
55
|
|
|
25
|
%
|
|
55
|
|
|
34
|
%
|
|||||
Gross margin
|
$
|
47
|
|
|
$
|
49
|
|
|
$
|
61
|
|
|
$
|
(2
|
)
|
|
(4
|
)%
|
|
$
|
(12
|
)
|
|
(20
|
)%
|
Gross margin percentage
|
14.7
|
%
|
|
18.4
|
%
|
|
27.2
|
%
|
|
(3.7
|
)%
|
|
|
|
(8.8
|
)%
|
|
|
|||||||
Sales volume by product tons (000s)
|
2,044
|
|
|
1,654
|
|
|
1,108
|
|
|
390
|
|
|
24
|
%
|
|
546
|
|
|
49
|
%
|
|||||
Sales volume by nutrient tons (000s)
(1)
|
397
|
|
|
317
|
|
|
215
|
|
|
80
|
|
|
25
|
%
|
|
102
|
|
|
47
|
%
|
|||||
Average selling price per product ton
|
$
|
156
|
|
|
$
|
161
|
|
|
$
|
202
|
|
|
$
|
(5
|
)
|
|
(3
|
)%
|
|
$
|
(41
|
)
|
|
(20
|
)%
|
Average selling price per nutrient ton
(1)
|
$
|
804
|
|
|
$
|
839
|
|
|
$
|
1,040
|
|
|
$
|
(35
|
)
|
|
(4
|
)%
|
|
$
|
(201
|
)
|
|
(19
|
)%
|
Gross margin per product ton
|
$
|
23
|
|
|
$
|
30
|
|
|
$
|
55
|
|
|
$
|
(7
|
)
|
|
(23
|
)%
|
|
$
|
(25
|
)
|
|
(45
|
)%
|
Gross margin per nutrient ton
(1)
|
$
|
118
|
|
|
$
|
155
|
|
|
$
|
283
|
|
|
$
|
(37
|
)
|
|
(24
|
)%
|
|
$
|
(128
|
)
|
|
(45
|
)%
|
Depreciation and amortization
|
$
|
57
|
|
|
$
|
46
|
|
|
$
|
35
|
|
|
$
|
11
|
|
|
24
|
%
|
|
$
|
11
|
|
|
31
|
%
|
Unrealized net mark-to-market loss (gain) on natural gas derivatives
|
$
|
4
|
|
|
$
|
(17
|
)
|
|
$
|
—
|
|
|
$
|
21
|
|
|
N/M
|
|
$
|
(17
|
)
|
|
N/M
|
|
(1)
|
Nutrient tons represent the tons of nitrogen within the product tons.
|
(2)
|
Includes CF Fertilisers UK results since July 31, 2015, the date of our acquisition of the remaining 50% equity interest not previously owned by us.
|
•
|
Receipt of a federal tax refund of $815 million due to the carryback of certain tax losses primarily arising from our capacity expansion projects
|
•
|
Early redemption and purchase of $1.1 billion in aggregate principal amount of certain senior notes due in 2018 and 2020
|
(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, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
Principal Outstanding
|
|
Carrying Amount
(1)
|
|
Principal Outstanding
|
|
Carrying Amount
(1)
|
|||||||||
|
|
|
(in millions)
|
||||||||||||||
Public Senior Notes:
|
|
|
|
|
|
|
|
|
|
||||||||
6.875% due May 2018
|
7.344%
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
800
|
|
|
$
|
795
|
|
7.125% due May 2020
|
7.529%
|
|
500
|
|
|
496
|
|
|
800
|
|
|
791
|
|
||||
3.450% due June 2023
|
3.562%
|
|
750
|
|
|
746
|
|
|
750
|
|
|
745
|
|
||||
5.150% due March 2034
|
5.279%
|
|
750
|
|
|
739
|
|
|
750
|
|
|
739
|
|
||||
4.950% due June 2043
|
5.031%
|
|
750
|
|
|
741
|
|
|
750
|
|
|
741
|
|
||||
5.375% due March 2044
|
5.465%
|
|
750
|
|
|
741
|
|
|
750
|
|
|
741
|
|
||||
Senior Secured Notes:
|
|
|
|
|
|
|
|
|
|
||||||||
3.400% due December 2021
|
3.782%
|
|
500
|
|
|
493
|
|
|
500
|
|
|
491
|
|
||||
4.500% due December 2026
|
4.759%
|
|
750
|
|
|
736
|
|
|
750
|
|
|
735
|
|
||||
Total long-term debt
|
|
|
$
|
4,750
|
|
|
$
|
4,692
|
|
|
$
|
5,850
|
|
|
$
|
5,778
|
|
(1)
|
Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was
$12 million
as of
December 31, 2017
and
December 31, 2016
, and total deferred debt issuance costs were
$46 million
and
$60 million
as of
December 31, 2017
and
December 31, 2016
, respectively.
|
Approved and paid
|
Distribution Period
|
Distribution Amount
(in millions)
|
||
First quarter of 2018
|
Six months ended December 31, 2017
|
$
|
49
|
|
Third quarter of 2017
|
Six months ended June 30, 2017
|
59
|
|
|
First quarter of 2017
|
Six months ended December 31, 2016
|
48
|
|
|
Third quarter of 2016
|
February 1, 2016 to June 30, 2016
|
79
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
After 2022
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Long-term debt
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500
|
|
|
$
|
500
|
|
|
$
|
—
|
|
|
$
|
3,750
|
|
|
$
|
4,750
|
|
Interest payments on long-term debt
(1)
|
230
|
|
|
230
|
|
|
211
|
|
|
191
|
|
|
176
|
|
|
2,217
|
|
|
3,255
|
|
|||||||
Other Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating leases
|
83
|
|
|
77
|
|
|
57
|
|
|
47
|
|
|
36
|
|
|
76
|
|
|
376
|
|
|||||||
Equipment purchases and plant improvements
|
107
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
122
|
|
|||||||
Transportation
(2)
|
11
|
|
|
10
|
|
|
4
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|||||||
Purchase obligations
(3)(4)
|
661
|
|
|
195
|
|
|
45
|
|
|
37
|
|
|
30
|
|
|
84
|
|
|
1,052
|
|
|||||||
Contributions to pension plans
(5)
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|||||||
Total
(6)(7)(8)
|
$
|
1,133
|
|
|
$
|
527
|
|
|
$
|
817
|
|
|
$
|
777
|
|
|
$
|
242
|
|
|
$
|
6,127
|
|
|
$
|
9,623
|
|
(1)
|
Based on debt balances before discounts, offering expenses and interest rates as of
December 31, 2017
.
|
(2)
|
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, 2017
and actual operating rates and prices may differ.
|
(3)
|
Includes minimum commitments to purchase and transport natural gas based on prevailing market-based forward prices as of
December 31, 2017
excluding reductions for plant maintenance and turnaround activities. Purchase obligations do not include any amounts related to our natural gas derivatives. See Note
14—Derivative Financial Instruments
for additional information.
|
(4)
|
Includes a commitment to purchase ammonia from PLNL at market-based prices under an agreement that expires in September 2018. The purchase commitment is $73 million based on market prices as of
December 31, 2017
. This agreement includes automatic consecutive one-year renewals, unless otherwise terminated by either party in advance. Assuming the agreement is not terminated by either party and based on market prices as of
December 31, 2017
, the annual commitment would be $97 million.
|
(5)
|
Represents the contributions we expect to make to our pension plans during
2018
. 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.
|
(6)
|
Excludes
$151 million
of unrecognized tax benefits, due to the uncertainty in the timing of potential tax payments, and the estimated transition tax liability of $57 million resulting from the enactment of the Tax Act. See Note
9—Income Taxes
for additional information.
|
(7)
|
Excludes $15 million of environmental remediation liabilities due to the uncertainty in the timing of payments.
|
(8)
|
Excludes $5 million annual payments to CHS related to our embedded derivative due to uncertainty of future credit ratings, as this is only applicable until the earlier of the date that our credit rating is upgraded to or above certain levels by two of three specified credit rating agencies or February 1, 2026. See Note
8—Fair Value Measurements
or Note
16—Noncontrolling Interests
for additional information.
|
|
North America Plans
|
||||||||||||||
|
Increase/(Decrease) in
|
|
Increase/(Decrease) in
|
||||||||||||
|
December 31, 2017 PBO
|
|
2017 Pension Expense
|
||||||||||||
Assumption
|
+50 bps
|
|
-50 bps
|
|
+50 bps
|
|
-50 bps
|
||||||||
|
(in millions)
|
||||||||||||||
Discount Rate
|
$
|
(46
|
)
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
3
|
|
EROA
|
N/A
|
|
|
N/A
|
|
|
(3
|
)
|
|
3
|
|
|
United Kingdom Plans
|
||||||||||||||
|
Increase/(Decrease) in
|
|
Increase/(Decrease) in
|
||||||||||||
|
December 31, 2017 PBO
|
|
2017 Pension Expense
|
||||||||||||
Assumption
|
+50 bps
|
|
-50 bps
|
|
+50 bps
|
|
-50 bps
|
||||||||
|
(in millions)
|
||||||||||||||
Discount Rate
|
$
|
(46
|
)
|
|
$
|
50
|
|
|
$
|
1
|
|
|
$
|
—
|
|
EROA
|
N/A
|
|
|
N/A
|
|
|
(2
|
)
|
|
2
|
|
||||
RPI
|
26
|
|
|
(29
|
)
|
|
2
|
|
|
(1
|
)
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
Net sales
|
$
|
4,130
|
|
|
$
|
3,685
|
|
|
$
|
4,308
|
|
Cost of sales
|
3,700
|
|
|
2,845
|
|
|
2,761
|
|
|||
Gross margin
|
430
|
|
|
840
|
|
|
1,547
|
|
|||
Selling, general and administrative expenses
|
192
|
|
|
174
|
|
|
170
|
|
|||
Transaction costs
|
—
|
|
|
179
|
|
|
57
|
|
|||
Other operating—net
|
18
|
|
|
208
|
|
|
92
|
|
|||
Total other operating costs and expenses
|
210
|
|
|
561
|
|
|
319
|
|
|||
Equity in earnings (losses) of operating affiliates
|
9
|
|
|
(145
|
)
|
|
(35
|
)
|
|||
Operating earnings
|
229
|
|
|
134
|
|
|
1,193
|
|
|||
Interest expense
|
315
|
|
|
200
|
|
|
133
|
|
|||
Interest income
|
(12
|
)
|
|
(5
|
)
|
|
(2
|
)
|
|||
Loss on debt extinguishment
|
53
|
|
|
167
|
|
|
—
|
|
|||
Other non-operating—net
|
(2
|
)
|
|
(2
|
)
|
|
4
|
|
|||
(Loss) earnings before income taxes and equity in earnings of non-operating affiliates
|
(125
|
)
|
|
(226
|
)
|
|
1,058
|
|
|||
Income tax (benefit) provision
|
(575
|
)
|
|
(68
|
)
|
|
396
|
|
|||
Equity in earnings of non-operating affiliates—net of taxes
|
—
|
|
|
—
|
|
|
72
|
|
|||
Net earnings (loss)
|
450
|
|
|
(158
|
)
|
|
734
|
|
|||
Less: Net earnings attributable to noncontrolling interests
|
92
|
|
|
119
|
|
|
34
|
|
|||
Net earnings (loss) attributable to common stockholders
|
$
|
358
|
|
|
$
|
(277
|
)
|
|
$
|
700
|
|
Net earnings (loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
1.53
|
|
|
$
|
(1.19
|
)
|
|
$
|
2.97
|
|
Diluted
|
$
|
1.53
|
|
|
$
|
(1.19
|
)
|
|
$
|
2.96
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|||
Basic
|
233.5
|
|
|
233.1
|
|
|
235.3
|
|
|||
Diluted
|
233.9
|
|
|
233.1
|
|
|
236.1
|
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in millions)
|
||||||||||
Net earnings (loss)
|
$
|
450
|
|
|
$
|
(158
|
)
|
|
$
|
734
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment—net of taxes
|
127
|
|
|
(74
|
)
|
|
(157
|
)
|
|||
Derivatives—net of taxes
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Defined benefit plans—net of taxes
|
9
|
|
|
(74
|
)
|
|
67
|
|
|||
|
135
|
|
|
(148
|
)
|
|
(90
|
)
|
|||
Comprehensive income (loss)
|
585
|
|
|
(306
|
)
|
|
644
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
92
|
|
|
119
|
|
|
34
|
|
|||
Comprehensive income (loss) attributable to common stockholders
|
$
|
493
|
|
|
$
|
(425
|
)
|
|
$
|
610
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in millions, except share and
per share amounts)
|
||||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
835
|
|
|
$
|
1,164
|
|
Restricted cash
|
—
|
|
|
5
|
|
||
Accounts receivable—net
|
307
|
|
|
236
|
|
||
Inventories
|
275
|
|
|
339
|
|
||
Prepaid income taxes
|
33
|
|
|
841
|
|
||
Other current assets
|
15
|
|
|
70
|
|
||
Total current assets
|
1,465
|
|
|
2,655
|
|
||
Property, plant and equipment—net
|
9,175
|
|
|
9,652
|
|
||
Investments in affiliates
|
108
|
|
|
139
|
|
||
Goodwill
|
2,371
|
|
|
2,345
|
|
||
Other assets
|
344
|
|
|
340
|
|
||
Total assets
|
$
|
13,463
|
|
|
$
|
15,131
|
|
Liabilities and Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued expenses
|
$
|
472
|
|
|
$
|
638
|
|
Income taxes payable
|
2
|
|
|
1
|
|
||
Customer advances
|
89
|
|
|
42
|
|
||
Other current liabilities
|
17
|
|
|
5
|
|
||
Total current liabilities
|
580
|
|
|
686
|
|
||
Long-term debt
|
4,692
|
|
|
5,778
|
|
||
Deferred income taxes
|
1,047
|
|
|
1,630
|
|
||
Other liabilities
|
460
|
|
|
545
|
|
||
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, 2017—233,287,799 shares issued and 2016—233,141,771 shares issued
|
2
|
|
|
2
|
|
||
Paid-in capital
|
1,397
|
|
|
1,380
|
|
||
Retained earnings
|
2,443
|
|
|
2,365
|
|
||
Treasury stock—at cost, 2017—710 shares and 2016—27,602 shares
|
—
|
|
|
(1
|
)
|
||
Accumulated other comprehensive loss
|
(263
|
)
|
|
(398
|
)
|
||
Total stockholders' equity
|
3,579
|
|
|
3,348
|
|
||
Noncontrolling interests
|
3,105
|
|
|
3,144
|
|
||
Total equity
|
6,684
|
|
|
6,492
|
|
||
Total liabilities and equity
|
$
|
13,463
|
|
|
$
|
15,131
|
|
|
Common Stockholders
|
|
|
|
|
||||||||||||||||||||||||||
|
$0.01 Par
Value Common Stock |
|
Treasury
Stock |
|
Paid-In
Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Loss |
|
Total
Stockholders' Equity |
|
Noncontrolling
Interests |
|
Total
Equity |
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
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) earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
358
|
|
|
—
|
|
|
358
|
|
|
92
|
|
|
450
|
|
||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127
|
|
|
127
|
|
|
—
|
|
|
127
|
|
||||||||
Derivatives—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||||
Defined benefit plans—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
493
|
|
|
92
|
|
|
585
|
|
||||||||
Issuance of $0.01 par value common stock under employee stock plans
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
||||||||
Cash dividends ($1.20 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(280
|
)
|
|
—
|
|
|
(280
|
)
|
|
—
|
|
|
(280
|
)
|
||||||||
Distributions declared to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(131
|
)
|
|
(131
|
)
|
||||||||
Balance as of December 31, 2017
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
1,397
|
|
|
$
|
2,443
|
|
|
$
|
(263
|
)
|
|
$
|
3,579
|
|
|
$
|
3,105
|
|
|
$
|
6,684
|
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in millions)
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Net earnings (loss)
|
$
|
450
|
|
|
$
|
(158
|
)
|
|
$
|
734
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
883
|
|
|
678
|
|
|
480
|
|
|||
Deferred income taxes
|
(601
|
)
|
|
739
|
|
|
78
|
|
|||
Stock-based compensation expense
|
17
|
|
|
19
|
|
|
17
|
|
|||
Unrealized net loss (gain) on natural gas and foreign currency derivatives
|
61
|
|
|
(260
|
)
|
|
163
|
|
|||
Loss on embedded derivative
|
4
|
|
|
23
|
|
|
—
|
|
|||
Gain on remeasurement of CF Fertilisers UK investment
|
—
|
|
|
—
|
|
|
(94
|
)
|
|||
Impairment of equity method investment in PLNL
|
—
|
|
|
134
|
|
|
62
|
|
|||
(Gain) loss on sale of equity method investments
|
(14
|
)
|
|
—
|
|
|
43
|
|
|||
Loss on debt extinguishment
|
53
|
|
|
167
|
|
|
—
|
|
|||
Loss on disposal of property, plant and equipment
|
3
|
|
|
10
|
|
|
21
|
|
|||
Undistributed losses (earnings) of affiliates—net of taxes
|
3
|
|
|
9
|
|
|
(3
|
)
|
|||
Changes in:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable—net
|
(57
|
)
|
|
18
|
|
|
(4
|
)
|
|||
Inventories
|
40
|
|
|
(7
|
)
|
|
(71
|
)
|
|||
Accrued and prepaid income taxes
|
809
|
|
|
(676
|
)
|
|
(148
|
)
|
|||
Accounts payable and accrued expenses
|
(1
|
)
|
|
(18
|
)
|
|
42
|
|
|||
Customer advances
|
48
|
|
|
(120
|
)
|
|
(164
|
)
|
|||
Other—net
|
(67
|
)
|
|
59
|
|
|
51
|
|
|||
Net cash provided by operating activities
|
1,631
|
|
|
617
|
|
|
1,207
|
|
|||
Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Additions to property, plant and equipment
|
(473
|
)
|
|
(2,211
|
)
|
|
(2,469
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
20
|
|
|
14
|
|
|
12
|
|
|||
Proceeds from sale of equity method investment
|
16
|
|
|
—
|
|
|
13
|
|
|||
Purchase of CF Fertilisers UK, net of cash acquired
|
—
|
|
|
—
|
|
|
(552
|
)
|
|||
Proceeds from sale of auction rate securities
|
9
|
|
|
—
|
|
|
—
|
|
|||
Distributions received from unconsolidated affiliates
|
14
|
|
|
—
|
|
|
—
|
|
|||
Withdrawals from restricted cash funds
|
5
|
|
|
18
|
|
|
63
|
|
|||
Other—net
|
1
|
|
|
2
|
|
|
(43
|
)
|
|||
Net cash used in investing activities
|
(408
|
)
|
|
(2,177
|
)
|
|
(2,976
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from long-term borrowings
|
—
|
|
|
1,244
|
|
|
1,000
|
|
|||
Payments of long-term borrowings
|
(1,148
|
)
|
|
(1,170
|
)
|
|
—
|
|
|||
Proceeds from short-term borrowings
|
—
|
|
|
150
|
|
|
367
|
|
|||
Payments of short-term borrowings
|
—
|
|
|
(150
|
)
|
|
(367
|
)
|
|||
Payment to CHS related to credit provision
|
(5
|
)
|
|
(5
|
)
|
|
—
|
|
|||
Financing fees
|
(1
|
)
|
|
(31
|
)
|
|
(47
|
)
|
|||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
(556
|
)
|
|||
Dividends paid on common stock
|
(280
|
)
|
|
(280
|
)
|
|
(282
|
)
|
|||
Issuance of noncontrolling interest in CFN
|
—
|
|
|
2,800
|
|
|
—
|
|
|||
Distributions to noncontrolling interests
|
(131
|
)
|
|
(119
|
)
|
|
(45
|
)
|
|||
Issuances of common stock under employee stock plans
|
1
|
|
|
—
|
|
|
8
|
|
|||
Shares withheld for taxes
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Net cash (used in) provided by financing activities
|
(1,564
|
)
|
|
2,439
|
|
|
77
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
12
|
|
|
(1
|
)
|
|
(19
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
(329
|
)
|
|
878
|
|
|
(1,711
|
)
|
|||
Cash and cash equivalents at beginning of period
|
1,164
|
|
|
286
|
|
|
1,997
|
|
|||
Cash and cash equivalents at end of period
|
$
|
835
|
|
|
$
|
1,164
|
|
|
$
|
286
|
|
•
|
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), of which we own approximately
89%
and CHS Inc. (CHS), owns the remainder. See Note
16—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 Billingham and Ince;
|
•
|
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
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
Net earnings (loss) attributable to common stockholders
|
$
|
358
|
|
|
$
|
(277
|
)
|
|
$
|
700
|
|
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|||
Weighted-average common shares outstanding
|
233.5
|
|
|
233.1
|
|
|
235.3
|
|
|||
Net earnings (loss) attributable to common stockholders
|
$
|
1.53
|
|
|
$
|
(1.19
|
)
|
|
$
|
2.97
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|||
Weighted-average common shares outstanding
|
233.5
|
|
|
233.1
|
|
|
235.3
|
|
|||
Dilutive common shares—stock options
|
0.4
|
|
|
—
|
|
|
0.8
|
|
|||
Diluted weighted-average shares outstanding
|
233.9
|
|
|
233.1
|
|
|
236.1
|
|
|||
Net earnings (loss) attributable to common stockholders
|
$
|
1.53
|
|
|
$
|
(1.19
|
)
|
|
$
|
2.96
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Land
|
$
|
71
|
|
|
$
|
69
|
|
Machinery and equipment
|
12,070
|
|
|
11,664
|
|
||
Buildings and improvements
|
882
|
|
|
878
|
|
||
Construction in progress
|
223
|
|
|
280
|
|
||
Property, plant and equipment
(1)
|
13,246
|
|
|
12,891
|
|
||
Less: Accumulated depreciation and amortization
|
4,071
|
|
|
3,239
|
|
||
Property, plant and equipment—net
|
$
|
9,175
|
|
|
$
|
9,652
|
|
(1)
|
As of
December 31,
2017
and
2016
, we had property, plant and equipment that was accrued but unpaid of approximately
$46 million
and
$225 million
, respectively. These amounts included accruals related to our capacity expansion projects of
$185 million
as of
December 31, 2016
.
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in millions)
|
||||||||||
Net capitalized turnaround costs at beginning of the year
|
$
|
206
|
|
|
$
|
220
|
|
|
$
|
153
|
|
Additions
|
100
|
|
|
74
|
|
|
135
|
|
|||
Depreciation
|
(102
|
)
|
|
(89
|
)
|
|
(65
|
)
|
|||
Effect of exchange rate changes
|
4
|
|
|
1
|
|
|
(3
|
)
|
|||
Net capitalized turnaround costs at end of the year
|
$
|
208
|
|
|
$
|
206
|
|
|
$
|
220
|
|
|
Ammonia
|
|
Granular Urea
|
|
UAN
|
|
AN
|
|
Other
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Balance as of December 31, 2016
|
$
|
585
|
|
|
$
|
828
|
|
|
$
|
576
|
|
|
$
|
286
|
|
|
$
|
70
|
|
|
$
|
2,345
|
|
Effect of exchange rate changes
|
2
|
|
|
1
|
|
|
—
|
|
|
20
|
|
|
3
|
|
|
26
|
|
||||||
Balance as of December 31, 2017
|
$
|
587
|
|
|
$
|
829
|
|
|
$
|
576
|
|
|
$
|
306
|
|
|
$
|
73
|
|
|
$
|
2,371
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
132
|
|
|
$
|
(31
|
)
|
|
$
|
101
|
|
|
$
|
125
|
|
|
$
|
(24
|
)
|
|
$
|
101
|
|
TerraCair brand
|
10
|
|
|
(10
|
)
|
|
—
|
|
|
10
|
|
|
(10
|
)
|
|
—
|
|
||||||
Trade names
|
32
|
|
|
(4
|
)
|
|
28
|
|
|
29
|
|
|
(2
|
)
|
|
27
|
|
||||||
Total intangible assets
|
$
|
174
|
|
|
$
|
(45
|
)
|
|
$
|
129
|
|
|
$
|
164
|
|
|
$
|
(36
|
)
|
|
$
|
128
|
|
|
Estimated
Amortization Expense |
||
|
(in millions)
|
||
2018
|
$
|
8
|
|
2019
|
8
|
|
|
2020
|
8
|
|
|
2021
|
8
|
|
|
2022
|
8
|
|
|
December 31, 2017
|
||||||||||||||
|
Cost Basis
|
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair Value
|
||||||||
|
(in millions)
|
||||||||||||||
Cash
|
$
|
120
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
120
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
U.S. and Canadian government obligations
|
710
|
|
|
—
|
|
|
—
|
|
|
710
|
|
||||
Other debt securities
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Total cash and cash equivalents
|
$
|
835
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
835
|
|
Nonqualified employee benefit trusts
|
17
|
|
|
2
|
|
|
—
|
|
|
19
|
|
|
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, 2017
|
||||||||||||||
|
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
|
$
|
715
|
|
|
$
|
715
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Nonqualified employee benefit trusts
|
19
|
|
|
19
|
|
|
—
|
|
|
—
|
|
||||
Derivative assets
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Derivative liabilities
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
||||
Embedded derivative liability
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
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
|
|
|
—
|
|
|
—
|
|
||||
Nonqualified employee benefit trusts
|
19
|
|
|
19
|
|
|
—
|
|
|
—
|
|
||||
Derivative assets
|
56
|
|
|
—
|
|
|
56
|
|
|
—
|
|
||||
Derivative liabilities
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
||||
Embedded derivative liability
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
December 31,
|
||||||||||||||
|
2017
|
|
2016
|
||||||||||||
|
Carrying
Amount |
|
Fair Value
|
|
Carrying
Amount |
|
Fair Value
|
||||||||
|
(in millions)
|
||||||||||||||
Long-term debt
|
$
|
4,692
|
|
|
$
|
4,800
|
|
|
$
|
5,778
|
|
|
$
|
5,506
|
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in millions)
|
||||||||||
Current
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
(43
|
)
|
|
$
|
(795
|
)
|
|
$
|
258
|
|
Foreign
|
19
|
|
|
11
|
|
|
20
|
|
|||
State
|
(6
|
)
|
|
(23
|
)
|
|
39
|
|
|||
|
(30
|
)
|
|
(807
|
)
|
|
317
|
|
|||
Deferred
|
|
|
|
|
|
|
|
|
|||
Federal
|
(44
|
)
|
|
761
|
|
|
76
|
|
|||
Foreign
|
(3
|
)
|
|
(1
|
)
|
|
(13
|
)
|
|||
State
|
(7
|
)
|
|
(21
|
)
|
|
16
|
|
|||
|
(54
|
)
|
|
739
|
|
|
79
|
|
|||
Income tax (benefit) provision before Tax Reform
|
(84
|
)
|
|
(68
|
)
|
|
396
|
|
|||
|
|
|
|
|
|
||||||
Tax Reform - Current
|
|
|
|
|
|
||||||
Federal
|
54
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
—
|
|
|
—
|
|
|
—
|
|
|||
State
|
3
|
|
|
—
|
|
|
—
|
|
|||
|
57
|
|
|
—
|
|
|
—
|
|
|||
Tax Reform - Deferred
|
|
|
|
|
|
||||||
Federal
|
(548
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign
|
—
|
|
|
—
|
|
|
—
|
|
|||
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
(548
|
)
|
|
—
|
|
|
—
|
|
|||
Income tax benefit - Tax Reform
|
(491
|
)
|
|
—
|
|
|
—
|
|
|||
Income tax (benefit) provision
|
$
|
(575
|
)
|
|
$
|
(68
|
)
|
|
$
|
396
|
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in millions, except percentages)
|
||||||||||
(Loss) earnings before income taxes and equity in earnings of non-operating affiliates
|
$
|
(125
|
)
|
|
$
|
(226
|
)
|
|
$
|
1,058
|
|
Expected tax (benefit) provision at U.S. statutory rate of 35%
|
(44
|
)
|
|
(79
|
)
|
|
370
|
|
|||
State income taxes, net of federal
|
(21
|
)
|
|
(33
|
)
|
|
32
|
|
|||
Net earnings attributable to noncontrolling interests
|
(32
|
)
|
|
(42
|
)
|
|
(12
|
)
|
|||
U.S. manufacturing profits deduction
|
6
|
|
|
39
|
|
|
(17
|
)
|
|||
Foreign tax rate differential
|
(6
|
)
|
|
30
|
|
|
(17
|
)
|
|||
U.S. tax on foreign earnings
|
1
|
|
|
(10
|
)
|
|
—
|
|
|||
Valuation allowance
|
(3
|
)
|
|
50
|
|
|
16
|
|
|||
Non-deductible capital costs
|
—
|
|
|
(17
|
)
|
|
18
|
|
|||
Tax rate change
|
17
|
|
|
—
|
|
|
—
|
|
|||
Other
|
(2
|
)
|
|
(6
|
)
|
|
6
|
|
|||
U.S. enacted tax rate change (Tax Reform)
|
(552
|
)
|
|
—
|
|
|
—
|
|
|||
Transition tax liability and other (Tax Reform)
|
61
|
|
|
—
|
|
|
—
|
|
|||
Income tax (benefit) provision
|
$
|
(575
|
)
|
|
$
|
(68
|
)
|
|
$
|
396
|
|
Effective tax rate
|
457.2
|
%
|
|
30.0
|
%
|
|
37.4
|
%
|
|||
|
|
|
|
|
|
||||||
Income tax (benefit) provision before Tax Reform
(1)
|
$
|
(84
|
)
|
|
$
|
(68
|
)
|
|
$
|
396
|
|
Effective tax rate before Tax Reform
|
67.0
|
%
|
|
30.0
|
%
|
|
37.4
|
%
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||
Net operating loss and capital loss carryforwards
|
$
|
359
|
|
|
$
|
187
|
|
Retirement and other employee benefits
|
67
|
|
|
118
|
|
||
Unrealized loss on hedging derivatives
|
6
|
|
|
9
|
|
||
Intangible asset
|
5
|
|
|
34
|
|
||
Other
|
115
|
|
|
140
|
|
||
|
552
|
|
|
488
|
|
||
Valuation allowance
|
(156
|
)
|
|
(159
|
)
|
||
|
396
|
|
|
329
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Depreciation and amortization
|
(256
|
)
|
|
(329
|
)
|
||
Investments in partnerships
|
(1,151
|
)
|
|
(1,582
|
)
|
||
Foreign earnings
|
(28
|
)
|
|
(28
|
)
|
||
Unrealized gain on hedging derivatives
|
—
|
|
|
(16
|
)
|
||
Other
|
(8
|
)
|
|
(4
|
)
|
||
|
(1,443
|
)
|
|
(1,959
|
)
|
||
Net deferred tax liability
|
$
|
(1,047
|
)
|
|
$
|
(1,630
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Unrecognized tax benefits:
|
|
|
|
|
|
||
Beginning balance
|
$
|
134
|
|
|
$
|
155
|
|
Additions for tax positions taken during the current year
|
—
|
|
|
—
|
|
||
Additions for tax positions taken during prior years
|
—
|
|
|
2
|
|
||
Reductions related to lapsed statutes of limitations
|
(11
|
)
|
|
(7
|
)
|
||
Reductions related to settlements with tax jurisdictions
|
(1
|
)
|
|
(16
|
)
|
||
Ending balance
|
$
|
122
|
|
|
$
|
134
|
|
|
Pension Plans
|
|
Retiree Medical Plans
|
||||||||||||||||||||
|
North America
|
|
United Kingdom
|
|
North America
|
||||||||||||||||||
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets as of January 1
|
$
|
636
|
|
|
$
|
627
|
|
|
$
|
366
|
|
|
$
|
414
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Return on plan assets
|
70
|
|
|
39
|
|
|
16
|
|
|
21
|
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
63
|
|
|
4
|
|
|
19
|
|
|
19
|
|
|
5
|
|
|
4
|
|
||||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Benefit payments
|
(40
|
)
|
|
(38
|
)
|
|
(22
|
)
|
|
(19
|
)
|
|
(6
|
)
|
|
(5
|
)
|
||||||
Foreign currency translation
|
9
|
|
|
4
|
|
|
35
|
|
|
(69
|
)
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets as of December 31
|
738
|
|
|
636
|
|
|
414
|
|
|
366
|
|
|
—
|
|
|
—
|
|
||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Benefit obligation as of January 1
|
(759
|
)
|
|
(736
|
)
|
|
(559
|
)
|
|
(563
|
)
|
|
(52
|
)
|
|
(56
|
)
|
||||||
Service cost
|
(14
|
)
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest cost
|
(30
|
)
|
|
(31
|
)
|
|
(16
|
)
|
|
(19
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||||
Benefit payments
|
40
|
|
|
38
|
|
|
22
|
|
|
19
|
|
|
6
|
|
|
5
|
|
||||||
Foreign currency translation
|
(9
|
)
|
|
(3
|
)
|
|
(52
|
)
|
|
99
|
|
|
—
|
|
|
—
|
|
||||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Change in assumptions and other
|
(33
|
)
|
|
(13
|
)
|
|
15
|
|
|
(95
|
)
|
|
(4
|
)
|
|
2
|
|
||||||
Benefit obligation as of December 31
|
(805
|
)
|
|
(759
|
)
|
|
(590
|
)
|
|
(559
|
)
|
|
(53
|
)
|
|
(52
|
)
|
||||||
Funded status as of year end
|
$
|
(67
|
)
|
|
$
|
(123
|
)
|
|
$
|
(176
|
)
|
|
$
|
(193
|
)
|
|
$
|
(53
|
)
|
|
$
|
(52
|
)
|
|
Pension Plans
|
|
Retiree Medical Plans
|
||||||||||||||||||||
|
North America
|
|
United Kingdom
|
|
North America
|
||||||||||||||||||
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Other assets
|
$
|
10
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(5
|
)
|
||||||
Other liabilities
|
(77
|
)
|
|
(130
|
)
|
|
(176
|
)
|
|
(193
|
)
|
|
(49
|
)
|
|
(47
|
)
|
||||||
|
$
|
(67
|
)
|
|
$
|
(123
|
)
|
|
$
|
(176
|
)
|
|
$
|
(193
|
)
|
|
$
|
(53
|
)
|
|
$
|
(52
|
)
|
|
Pension Plans
|
|
Retiree Medical Plans
|
||||||||||||||||||||
|
North America
|
|
United Kingdom
|
|
North America
|
||||||||||||||||||
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Prior service cost (benefit)
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
(4
|
)
|
Net actuarial loss
|
80
|
|
|
91
|
|
|
73
|
|
|
80
|
|
|
12
|
|
|
7
|
|
||||||
|
$
|
81
|
|
|
$
|
92
|
|
|
$
|
73
|
|
|
$
|
80
|
|
|
$
|
10
|
|
|
$
|
3
|
|
|
Pension Plans
|
|
Retiree Medical Plans
|
||||||||||||||||||||||||||||||||
|
North America
|
|
United Kingdom
|
|
North America
|
||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||||||
Service cost
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
30
|
|
|
31
|
|
|
30
|
|
|
16
|
|
|
19
|
|
|
9
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|||||||||
Expected return on plan assets
|
(26
|
)
|
|
(30
|
)
|
|
(28
|
)
|
|
(18
|
)
|
|
(20
|
)
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of prior service cost (benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||||||||
Amortization of actuarial loss (gain)
|
1
|
|
|
1
|
|
|
6
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
1
|
|
|||||||||
Net periodic benefit cost (income)
|
19
|
|
|
16
|
|
|
22
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||||||
Net actuarial (gain) loss
|
(11
|
)
|
|
4
|
|
|
(11
|
)
|
|
(13
|
)
|
|
94
|
|
|
(8
|
)
|
|
5
|
|
|
(2
|
)
|
|
(4
|
)
|
|||||||||
Amortization of prior service benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|||||||||
Amortization of actuarial (loss) gain
|
(1
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|||||||||
Total recognized in accumulated other comprehensive loss
|
(12
|
)
|
|
3
|
|
|
(17
|
)
|
|
(14
|
)
|
|
94
|
|
|
(8
|
)
|
|
7
|
|
|
(1
|
)
|
|
(4
|
)
|
|||||||||
Total recognized in net periodic benefit cost (income) and accumulated other comprehensive loss
|
$
|
7
|
|
|
$
|
19
|
|
|
$
|
5
|
|
|
$
|
(15
|
)
|
|
$
|
93
|
|
|
$
|
(8
|
)
|
|
$
|
7
|
|
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
|
Pension Plans
|
|
Retiree Medical Plans
|
||||||||
|
North America
|
|
United Kingdom
|
|
North America
|
||||||
|
(in millions)
|
||||||||||
Prior service cost (benefit)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
Net actuarial loss (gain)
|
3
|
|
|
—
|
|
|
—
|
|
|
North America
|
|
United Kingdom
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in millions)
|
||||||||||||||
Accumulated benefit obligation
|
$
|
(629
|
)
|
|
$
|
(599
|
)
|
|
$
|
(590
|
)
|
|
$
|
(559
|
)
|
Fair value of plan assets
|
590
|
|
|
508
|
|
|
414
|
|
|
366
|
|
|
North America
|
|
United Kingdom
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in millions)
|
||||||||||||||
Projected benefit obligation
|
$
|
(739
|
)
|
|
$
|
(699
|
)
|
|
$
|
(590
|
)
|
|
$
|
(559
|
)
|
Fair value of plan assets
|
663
|
|
|
568
|
|
|
414
|
|
|
366
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
Retiree Medical Plans
|
||||||||
|
North America
|
|
United Kingdom
|
|
North America
|
||||||
|
(in millions)
|
||||||||||
2018
|
$
|
43
|
|
|
$
|
24
|
|
|
$
|
4
|
|
2019
|
45
|
|
|
25
|
|
|
4
|
|
|||
2020
|
46
|
|
|
25
|
|
|
4
|
|
|||
2021
|
47
|
|
|
26
|
|
|
4
|
|
|||
2022
|
48
|
|
|
27
|
|
|
4
|
|
|||
2023-2027
|
251
|
|
|
145
|
|
|
15
|
|
|
Pension Plans
|
|
Retiree Medical Plans
|
|||||||||||||||||||||||
|
North America
|
|
United Kingdom
|
North America
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|||||||||
Weighted-average discount rate—obligation
|
3.6
|
%
|
|
4.0
|
%
|
|
4.3
|
%
|
|
2.5
|
%
|
|
2.8
|
%
|
|
3.8
|
%
|
|
3.4
|
%
|
|
3.8
|
%
|
|
3.9
|
%
|
Weighted-average discount rate—expense
|
4.0
|
%
|
|
4.3
|
%
|
|
4.0
|
%
|
|
2.8
|
%
|
|
3.8
|
%
|
|
3.7
|
%
|
|
3.8
|
%
|
|
3.9
|
%
|
|
3.6
|
%
|
Weighted-average rate of increase in future compensation
|
4.3
|
%
|
|
4.3
|
%
|
|
4.3
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Weighted-average expected long-term rate of return on assets—expense
|
4.2
|
%
|
|
4.9
|
%
|
|
4.8
|
%
|
|
4.6
|
%
|
|
5.2
|
%
|
|
5.4
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Weighted-average retail price index—obligation
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
3.2
|
%
|
|
3.3
|
%
|
|
3.1
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Weighted-average retail price index—expense
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
3.3
|
%
|
|
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 2017
|
$
|
—
|
|
|
$
|
—
|
|
Effect on benefit obligation as of December 31, 2017
|
6
|
|
|
(5
|
)
|
|
North America
|
||||||||||||||
|
December 31, 2017
|
||||||||||||||
|
Total Fair
Value
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in millions)
|
||||||||||||||
Cash and cash equivalents
(1)
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
—
|
|
Equity mutual funds
|
|
|
|
|
|
|
|
|
|
|
|
||||
Index equity
(2)
|
136
|
|
|
136
|
|
|
—
|
|
|
—
|
|
||||
Pooled equity
(3)
|
42
|
|
|
—
|
|
|
42
|
|
|
—
|
|
||||
Fixed income
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury bonds and notes
(4)
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
||||
Pooled mutual funds
(5)
|
106
|
|
|
—
|
|
|
106
|
|
|
—
|
|
||||
Corporate bonds and notes
(6)
|
400
|
|
|
—
|
|
|
400
|
|
|
—
|
|
||||
Government and agency securities
(7)
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||
Other
(8)
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Total assets at fair value by fair value levels
|
$
|
737
|
|
|
$
|
151
|
|
|
$
|
586
|
|
|
$
|
—
|
|
Receivables—net
|
1
|
|
|
|
|
|
|
|
|||||||
Total assets
|
$
|
738
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom
|
||||||||||||||
|
December 31, 2017
|
||||||||||||||
|
Total Fair
Value
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in millions)
|
||||||||||||||
Cash
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Pooled target return funds
(9)
|
213
|
|
|
—
|
|
|
213
|
|
|
—
|
|
||||
Fixed income
|
|
|
|
|
|
|
—
|
|
|||||||
Pooled UK government index-linked securities
(10)
|
31
|
|
|
—
|
|
|
31
|
|
|
—
|
|
||||
Pooled global fixed income funds
(11)
|
122
|
|
|
—
|
|
|
122
|
|
|
—
|
|
||||
Total assets at fair value by fair value levels
|
$
|
371
|
|
|
$
|
5
|
|
|
$
|
366
|
|
|
$
|
—
|
|
Assets measured at NAV as a practical expedient
|
|
|
|
|
|
|
|
||||||||
Pooled property funds
(12)
|
43
|
|
|
|
|
|
|
|
|||||||
Total assets measured at NAV as a practical expedient
|
43
|
|
|
|
|
|
|
|
|||||||
Total assets at fair value
|
414
|
|
|
|
|
|
|
|
|||||||
Accruals and payables—net
|
—
|
|
|
|
|
|
|
|
|||||||
Total assets
|
$
|
414
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
(1)
|
Cash and cash equivalents are primarily repurchase agreements and short-term money market funds
.
|
(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.
|
|
Effective Interest Rate
|
|
December 31,
2017 |
|
December 31,
2016 |
||||||||||||
|
|
Principal
|
|
Carrying Amount
(1)
|
|
Principal
|
|
Carrying Amount
(1)
|
|||||||||
|
|
|
(in millions)
|
||||||||||||||
Public Senior Notes:
|
|
|
|
|
|
|
|
|
|
||||||||
6.875% due May 2018
|
7.344%
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
800
|
|
|
$
|
795
|
|
7.125% due May 2020
|
7.529%
|
|
500
|
|
|
496
|
|
|
800
|
|
|
791
|
|
||||
3.450% due June 2023
|
3.562%
|
|
750
|
|
|
746
|
|
|
750
|
|
|
745
|
|
||||
5.150% due March 2034
|
5.279%
|
|
750
|
|
|
739
|
|
|
750
|
|
|
739
|
|
||||
4.950% due June 2043
|
5.031%
|
|
750
|
|
|
741
|
|
|
750
|
|
|
741
|
|
||||
5.375% due March 2044
|
5.465%
|
|
750
|
|
|
741
|
|
|
750
|
|
|
741
|
|
||||
Senior Secured Notes:
|
|
|
|
|
|
|
|
|
|
||||||||
3.400% due December 2021
|
3.782%
|
|
500
|
|
|
493
|
|
|
500
|
|
|
491
|
|
||||
4.500% due December 2026
|
4.759%
|
|
750
|
|
|
736
|
|
|
750
|
|
|
735
|
|
||||
Total long-term debt
|
|
|
$
|
4,750
|
|
|
$
|
4,692
|
|
|
$
|
5,850
|
|
|
$
|
5,778
|
|
(1)
|
Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was
$12 million
as of both
December 31, 2017
and
December 31, 2016
, and total deferred debt issuance costs were
$46 million
and
$60 million
as of
December 31, 2017
and
December 31, 2016
, respectively.
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in millions)
|
||||||||||
Interest on borrowings
(1)
|
$
|
300
|
|
|
$
|
303
|
|
|
$
|
267
|
|
Fees on financing agreements
(1)(2)(3)
|
16
|
|
|
59
|
|
|
17
|
|
|||
Interest on tax liabilities
|
1
|
|
|
4
|
|
|
3
|
|
|||
Interest capitalized
|
(2
|
)
|
|
(166
|
)
|
|
(154
|
)
|
|||
Interest expense
|
$
|
315
|
|
|
$
|
200
|
|
|
$
|
133
|
|
(1)
|
See Note
11—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
11—Financing Agreements
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
11—Financing Agreements
for additional information.
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in millions)
|
||||||||||
Loss on disposal of property, plant and equipment—net
|
$
|
3
|
|
|
$
|
10
|
|
|
$
|
21
|
|
Expansion project costs
(1)
|
—
|
|
|
73
|
|
|
51
|
|
|||
Loss on foreign currency derivatives
(2)
|
—
|
|
|
—
|
|
|
22
|
|
|||
Loss (gain) on foreign currency transactions
(3)
|
2
|
|
|
93
|
|
|
(8
|
)
|
|||
Loss on embedded derivative
(4)
|
4
|
|
|
23
|
|
|
—
|
|
|||
Other
|
9
|
|
|
9
|
|
|
6
|
|
|||
Other operating—net
|
$
|
18
|
|
|
$
|
208
|
|
|
$
|
92
|
|
(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. Our capacity expansion projects were completed as of December 31, 2016.
|
(2)
|
See Note
14—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
8—Fair Value Measurements
for additional information.
|
|
Gain (loss) in income
|
||||||||||||
|
|
|
Year ended December 31,
|
||||||||||
|
Location
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
(in millions)
|
||||||||||
Natural gas derivatives
|
Cost of sales
|
|
$
|
(61
|
)
|
|
$
|
260
|
|
|
$
|
(176
|
)
|
Foreign exchange contracts
|
Other operating—net
|
|
—
|
|
|
—
|
|
|
22
|
|
|||
Unrealized (losses) gains recognized in income
|
|
|
(61
|
)
|
|
260
|
|
|
(154
|
)
|
|||
Realized losses
|
|
|
(26
|
)
|
|
(133
|
)
|
|
(114
|
)
|
|||
Net derivative (losses) gains
|
|
|
$
|
(87
|
)
|
|
$
|
127
|
|
|
$
|
(268
|
)
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
Balance Sheet
Location
|
|
December 31,
|
|
Balance Sheet
Location
|
|
December 31,
|
||||||||||||
|
|
2017
|
|
2016
|
|
|
2017
|
|
2016
|
||||||||||
|
|
|
(in millions)
|
|
|
|
(in millions)
|
||||||||||||
Natural gas derivatives
|
Other current assets
|
|
$
|
1
|
|
|
$
|
52
|
|
|
Other current liabilities
|
|
$
|
(12
|
)
|
|
$
|
—
|
|
Natural gas derivatives
|
Other assets
|
|
—
|
|
|
4
|
|
|
Other liabilities
|
|
—
|
|
|
(6
|
)
|
||||
Total derivatives
|
|
|
$
|
1
|
|
|
$
|
56
|
|
|
|
|
$
|
(12
|
)
|
|
$
|
(6
|
)
|
•
|
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, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative assets
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total derivative liabilities
|
(12
|
)
|
|
(1
|
)
|
|
—
|
|
|
(11
|
)
|
||||
Net derivative liabilities
|
$
|
(11
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(11
|
)
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative assets
|
$
|
56
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
50
|
|
Total derivative liabilities
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
||||
Net derivative assets
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50
|
|
(1)
|
We report the fair values of our derivative assets and liabilities on a gross basis on our consolidated balance sheets. As a result, the gross amounts recognized and net amounts presented are the same.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Trade
|
$
|
297
|
|
|
$
|
227
|
|
Other
|
10
|
|
|
9
|
|
||
Accounts receivable—net
|
$
|
307
|
|
|
$
|
236
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Finished goods
|
$
|
233
|
|
|
$
|
279
|
|
Raw materials, spare parts and supplies
|
42
|
|
|
60
|
|
||
Total inventories
|
$
|
275
|
|
|
$
|
339
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Accounts payable
|
$
|
99
|
|
|
$
|
81
|
|
Capacity expansion project costs
|
—
|
|
|
185
|
|
||
Accrued natural gas costs
|
109
|
|
|
111
|
|
||
Payroll and employee-related costs
|
65
|
|
|
46
|
|
||
Accrued interest
|
38
|
|
|
53
|
|
||
Other
|
161
|
|
|
162
|
|
||
Accounts payable and accrued expenses
|
$
|
472
|
|
|
$
|
638
|
|
|
|
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Benefit plans and deferred compensation
|
$
|
324
|
|
|
$
|
393
|
|
Tax-related liabilities
|
93
|
|
|
103
|
|
||
Unrealized losses on derivatives
|
—
|
|
|
6
|
|
||
Unrealized loss on embedded derivative
|
20
|
|
|
21
|
|
||
Environmental and related costs
|
7
|
|
|
8
|
|
||
Other
|
16
|
|
|
14
|
|
||
Other liabilities
|
$
|
460
|
|
|
$
|
545
|
|
|
Year ended December 31,
|
||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||||
|
CFN
|
|
TNCLP
|
|
Total
|
|
CFN
|
|
TNCLP
|
|
Total
|
|
TNCLP
|
||||||||||||||
|
|
|
(in millions)
|
||||||||||||||||||||||||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
$
|
2,806
|
|
|
$
|
338
|
|
|
$
|
3,144
|
|
|
$
|
—
|
|
|
$
|
352
|
|
|
$
|
352
|
|
|
$
|
363
|
|
Issuance of noncontrolling interest in CFN
|
—
|
|
|
—
|
|
|
—
|
|
|
2,792
|
|
|
—
|
|
|
2,792
|
|
|
—
|
|
|||||||
Earnings attributable to noncontrolling interests
|
73
|
|
|
19
|
|
|
92
|
|
|
93
|
|
|
26
|
|
|
119
|
|
|
34
|
|
|||||||
Declaration of distributions payable
|
(107
|
)
|
|
(24
|
)
|
|
(131
|
)
|
|
(79
|
)
|
|
(40
|
)
|
|
(119
|
)
|
|
(45
|
)
|
|||||||
Ending balance
|
$
|
2,772
|
|
|
$
|
333
|
|
|
$
|
3,105
|
|
|
$
|
2,806
|
|
|
$
|
338
|
|
|
$
|
3,144
|
|
|
$
|
352
|
|
Distributions payable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Beginning balance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Declaration of distributions payable
|
107
|
|
|
24
|
|
|
131
|
|
|
79
|
|
|
40
|
|
|
119
|
|
|
45
|
|
|||||||
Distributions to noncontrolling interests
|
(107
|
)
|
|
(24
|
)
|
|
(131
|
)
|
|
(79
|
)
|
|
(40
|
)
|
|
(119
|
)
|
|
(45
|
)
|
|||||||
Ending balance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2014 Program
|
|||||
|
Shares
|
|
Amounts
|
|||
|
(in millions)
|
|||||
Shares repurchased as of December 31, 2014
|
7.0
|
|
|
$
|
373
|
|
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,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Beginning balance
|
233,114,169
|
|
|
233,081,556
|
|
|
241,673,050
|
|
Exercise of stock options
|
90,938
|
|
|
17,600
|
|
|
274,705
|
|
Issuance of restricted stock
(1)
|
93,833
|
|
|
44,941
|
|
|
40,673
|
|
Forfeitures of restricted stock
|
—
|
|
|
(10,000
|
)
|
|
—
|
|
Purchase of treasury shares
(2)
|
(11,851
|
)
|
|
(19,928
|
)
|
|
(8,906,872
|
)
|
Ending balance
|
233,287,089
|
|
|
233,114,169
|
|
|
233,081,556
|
|
(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, 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
|
)
|
|||||
Reclassification to earnings
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|||||
Gain arising during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
19
|
|
|||||
Effect of exchange rate changes and deferred taxes
|
127
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
116
|
|
|||||
Balance as of December 31, 2017
|
$
|
(145
|
)
|
|
$
|
1
|
|
|
$
|
4
|
|
|
$
|
(123
|
)
|
|
$
|
(263
|
)
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(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
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Total before tax
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Tax effect
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net of tax
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Defined Benefit Plans
|
|
|
|
|
|
|
|
|
|||
CF Fertilisers UK equity method investment remeasurement
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38
|
|
Amortization of prior service cost (benefit)
(3)
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Amortization of net loss
(3)
|
2
|
|
|
2
|
|
|
7
|
|
|||
Total before tax
|
1
|
|
|
1
|
|
|
44
|
|
|||
Tax effect
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Net of tax
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
42
|
|
Total reclassifications for the period
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
51
|
|
(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)
|
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.
|
|
2017
|
|
2016
|
|
2015
|
Weighted-average assumptions:
|
|
|
|
|
|
Expected term of stock options
|
4.3 Years
|
|
4.3 Years
|
|
4.3 Years
|
Expected volatility
|
40%
|
|
39%
|
|
31%
|
Risk-free interest rate
|
1.9%
|
|
1.2%
|
|
1.5%
|
Expected dividend yield
|
3.9%
|
|
3.3%
|
|
1.9%
|
Weighted-average grant date fair value
|
$7.66
|
|
$8.97
|
|
$13.99
|
|
Shares
|
|
Weighted-
Average
Exercise Price
|
|||
Outstanding as of December 31, 2016
|
4,905,272
|
|
|
$
|
40.18
|
|
Granted
|
1,790,100
|
|
|
31.00
|
|
|
Exercised
|
(90,938
|
)
|
|
16.48
|
|
|
Forfeited
|
(104,424
|
)
|
|
34.96
|
|
|
Expired
|
(67,276
|
)
|
|
48.15
|
|
|
Outstanding as of December 31, 2017
|
6,432,734
|
|
|
37.97
|
|
|
Exercisable as of December 31, 2017
|
3,568,992
|
|
|
40.16
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in millions)
|
||||||||||
Cash received from stock option exercises
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
8
|
|
Actual tax benefit realized from stock option exercises
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Pre-tax intrinsic value of stock options exercised
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
8
|
|
(1)
|
The aggregate intrinsic value represents the total pre-tax intrinsic value, based on our closing stock price of
$42.54
as of
December 31, 2017
, 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, 2016
|
41,645
|
|
|
$
|
27.85
|
|
|
158,723
|
|
|
$
|
44.38
|
|
|
106,715
|
|
|
$
|
59.48
|
|
Granted
|
51,258
|
|
|
27.31
|
|
|
159,220
|
|
|
31.20
|
|
|
61,550
|
|
|
45.37
|
|
|||
Restrictions lapsed (vested)
(1)
|
(41,645
|
)
|
|
27.85
|
|
|
(42,575
|
)
|
|
49.55
|
|
|
(25,625
|
)
|
|
77.65
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
(5,123
|
)
|
|
39.98
|
|
|
(2,059
|
)
|
|
72.98
|
|
|||
Outstanding as of December 31, 2017
|
51,258
|
|
|
27.31
|
|
|
270,245
|
|
|
35.88
|
|
|
140,581
|
|
|
49.79
|
|
(1)
|
For performance share units, the shares represent the performance share units granted in
2014
, for which the three year performance period ended
December 31, 2016
. Because the applicable performance goals were not met, no common shares were delivered in settlement of these units.
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in millions)
|
||||||||||
Actual tax benefit realized from restricted stock vested
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Fair value of restricted stock vested
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
5
|
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in millions)
|
||||||||||
Stock-based compensation expense
|
$
|
17
|
|
|
$
|
19
|
|
|
$
|
17
|
|
Income tax benefit
|
(6
|
)
|
|
(7
|
)
|
|
(6
|
)
|
|||
Stock-based compensation expense, net of income taxes
|
$
|
11
|
|
|
$
|
12
|
|
|
$
|
11
|
|
|
Ammonia
|
|
Granular Urea
(1)
|
|
UAN
(1)
|
|
AN
(1)
|
|
Other
(1)
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,209
|
|
|
$
|
971
|
|
|
$
|
1,134
|
|
|
$
|
497
|
|
|
$
|
319
|
|
|
$
|
4,130
|
|
Cost of sales
|
1,071
|
|
|
856
|
|
|
1,055
|
|
|
446
|
|
|
272
|
|
|
3,700
|
|
||||||
Gross margin
|
$
|
138
|
|
|
$
|
115
|
|
|
$
|
79
|
|
|
$
|
51
|
|
|
$
|
47
|
|
|
430
|
|
|
Total other operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
210
|
|
||||||||||
Equity in earnings of operating affiliates
|
|
|
|
|
|
|
|
|
|
|
|
9
|
|
||||||||||
Operating earnings
|
|
|
|
|
|
|
|
|
|
|
|
$
|
229
|
|
|||||||||
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
|
|
(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
|
|
Corporate
|
|
Consolidated
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Year ended December 31, 2017
|
$
|
183
|
|
|
$
|
246
|
|
|
$
|
265
|
|
|
$
|
85
|
|
|
$
|
57
|
|
|
$
|
47
|
|
|
$
|
883
|
|
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,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in millions)
|
||||||||||
Sales by geographic region (based on destination of shipments):
|
|
|
|
|
|
|
|
||||
United States
|
$
|
2,851
|
|
|
$
|
2,728
|
|
|
$
|
3,485
|
|
Foreign:
|
|
|
|
|
|
||||||
Canada
|
352
|
|
|
349
|
|
|
490
|
|
|||
United Kingdom
|
427
|
|
|
394
|
|
|
153
|
|
|||
Other foreign
|
500
|
|
|
214
|
|
|
180
|
|
|||
Total foreign
|
1,279
|
|
|
957
|
|
|
823
|
|
|||
Consolidated
|
$
|
4,130
|
|
|
$
|
3,685
|
|
|
$
|
4,308
|
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in millions)
|
||||||||||
Property, plant and equipment—net by geographic region:
|
|
|
|
|
|
|
|
||||
United States
|
$
|
7,921
|
|
|
$
|
8,444
|
|
|
$
|
7,202
|
|
Foreign:
|
|
|
|
|
|
||||||
Canada
|
551
|
|
|
523
|
|
|
497
|
|
|||
United Kingdom
|
703
|
|
|
685
|
|
|
840
|
|
|||
Total foreign
|
1,254
|
|
|
1,208
|
|
|
1,337
|
|
|||
Consolidated
|
$
|
9,175
|
|
|
$
|
9,652
|
|
|
$
|
8,539
|
|
|
Year ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in millions)
|
||||||||||
Cash paid during the year for
|
|
|
|
|
|
|
|
|
|||
Interest—net of interest capitalized
|
$
|
311
|
|
|
$
|
144
|
|
|
$
|
100
|
|
Income taxes—net of refunds
|
(807
|
)
|
|
(110
|
)
|
|
435
|
|
|||
|
|
|
|
|
|
||||||
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
|
|
||||||
Change in capitalized expenditures in accounts payable and accrued expenses
|
(179
|
)
|
|
(263
|
)
|
|
258
|
|
|||
Change in capitalized expenditures in other liabilities
|
—
|
|
|
(55
|
)
|
|
6
|
|
|||
Change in noncontrolling interests in other liabilities
|
—
|
|
|
8
|
|
|
—
|
|
|||
Change in accrued share repurchases
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
Operating
Lease Payments
|
||
|
(in millions)
|
||
2018
|
$
|
83
|
|
2019
|
77
|
|
|
2020
|
57
|
|
|
2021
|
47
|
|
|
2022
|
36
|
|
|
Thereafter
|
76
|
|
|
|
$
|
376
|
|
|
Three months ended,
|
|
|
||||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
Full Year
|
||||||||||
|
(in millions, except per share amounts)
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
$
|
1,037
|
|
|
$
|
1,124
|
|
|
$
|
870
|
|
|
$
|
1,099
|
|
|
$
|
4,130
|
|
Gross margin
|
106
|
|
|
172
|
|
|
9
|
|
|
143
|
|
|
430
|
|
|||||
Unrealized (losses) gains on natural gas derivatives
(1)
|
(53
|
)
|
|
(18
|
)
|
|
7
|
|
|
3
|
|
|
(61
|
)
|
|||||
Net (loss) earnings attributable to common stockholders
(2)
|
(23
|
)
|
|
3
|
|
|
(87
|
)
|
|
465
|
|
|
358
|
|
|||||
Net (loss) earnings per share attributable to common stockholders
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
(3)
|
(0.10
|
)
|
|
0.01
|
|
|
(0.37
|
)
|
|
1.99
|
|
|
1.53
|
|
|||||
Diluted
(3)
|
(0.10
|
)
|
|
0.01
|
|
|
(0.37
|
)
|
|
1.98
|
|
|
1.53
|
|
|||||
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
(4)
|
26
|
|
|
47
|
|
|
(30
|
)
|
|
(320
|
)
|
|
(277
|
)
|
|||||
Net earnings (loss) per share attributable to common stockholders
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
(3)
|
0.11
|
|
|
0.20
|
|
|
(0.13
|
)
|
|
(1.38
|
)
|
|
(1.19
|
)
|
|||||
Diluted
(3)
|
0.11
|
|
|
0.20
|
|
|
(0.13
|
)
|
|
(1.38
|
)
|
|
(1.19
|
)
|
(1)
|
Amounts represent pre-tax unrealized (losses) gains on natural gas derivatives, which are included in gross margin. See Note
14—Derivative Financial Instruments
for additional information.
|
(2)
|
For the three months ended
December 31, 2017
, net earnings attributable to common stockholders includes the Tax Reform impact of
$491 million
that is included in income tax benefit, and net earnings per share attributable to common stockholders, basic and diluted, include the per share impact of
$2.09
. See Note
9—Income Taxes
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 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
8—Fair Value Measurements
and Note
16—Noncontrolling Interests
for additional information.
|
|
Year ended December 31, 2017
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
442
|
|
|
$
|
3,257
|
|
|
$
|
3,380
|
|
|
$
|
(2,949
|
)
|
|
$
|
4,130
|
|
Cost of sales
|
—
|
|
|
278
|
|
|
3,386
|
|
|
2,985
|
|
|
(2,949
|
)
|
|
3,700
|
|
||||||
Gross margin
|
—
|
|
|
164
|
|
|
(129
|
)
|
|
395
|
|
|
—
|
|
|
430
|
|
||||||
Selling, general and administrative expenses
|
4
|
|
|
(4
|
)
|
|
113
|
|
|
79
|
|
|
—
|
|
|
192
|
|
||||||
Other operating—net
|
—
|
|
|
2
|
|
|
3
|
|
|
13
|
|
|
—
|
|
|
18
|
|
||||||
Total other operating costs and expenses
|
4
|
|
|
(2
|
)
|
|
116
|
|
|
92
|
|
|
—
|
|
|
210
|
|
||||||
Equity in (loss) earnings of operating affiliates
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
12
|
|
|
—
|
|
|
9
|
|
||||||
Operating (loss) earnings
|
(4
|
)
|
|
163
|
|
|
(245
|
)
|
|
315
|
|
|
—
|
|
|
229
|
|
||||||
Interest expense
|
—
|
|
|
318
|
|
|
37
|
|
|
5
|
|
|
(45
|
)
|
|
315
|
|
||||||
Interest income
|
—
|
|
|
(33
|
)
|
|
(11
|
)
|
|
(13
|
)
|
|
45
|
|
|
(12
|
)
|
||||||
Loss on debt extinguishment
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
||||||
Net loss (earnings) of wholly owned subsidiaries
|
361
|
|
|
1,091
|
|
|
(204
|
)
|
|
—
|
|
|
(1,248
|
)
|
|
—
|
|
||||||
Other non-operating—net
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
||||||
(Loss) earnings before income taxes
|
(365
|
)
|
|
(1,266
|
)
|
|
(66
|
)
|
|
324
|
|
|
1,248
|
|
|
(125
|
)
|
||||||
Income tax (benefit) provision
|
(723
|
)
|
|
(905
|
)
|
|
1,037
|
|
|
16
|
|
|
—
|
|
|
(575
|
)
|
||||||
Net earnings (loss)
|
358
|
|
|
(361
|
)
|
|
(1,103
|
)
|
|
308
|
|
|
1,248
|
|
|
450
|
|
||||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|
92
|
|
||||||
Net earnings (loss) attributable to common stockholders
|
$
|
358
|
|
|
$
|
(361
|
)
|
|
$
|
(1,103
|
)
|
|
$
|
216
|
|
|
$
|
1,248
|
|
|
$
|
358
|
|
|
Year ended December 31, 2017
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net earnings (loss)
|
$
|
358
|
|
|
$
|
(361
|
)
|
|
$
|
(1,103
|
)
|
|
$
|
308
|
|
|
$
|
1,248
|
|
|
$
|
450
|
|
Other comprehensive income
|
135
|
|
|
135
|
|
|
91
|
|
|
130
|
|
|
(356
|
)
|
|
135
|
|
||||||
Comprehensive income (loss)
|
493
|
|
|
(226
|
)
|
|
(1,012
|
)
|
|
438
|
|
|
892
|
|
|
585
|
|
||||||
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|
92
|
|
||||||
Comprehensive income (loss) attributable to common stockholders
|
$
|
493
|
|
|
$
|
(226
|
)
|
|
$
|
(1,012
|
)
|
|
$
|
346
|
|
|
$
|
892
|
|
|
$
|
493
|
|
|
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
|
(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 interest
|
—
|
|
|
—
|
|
|
—
|
|
|
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 interest
|
—
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|
—
|
|
|
119
|
|
||||||
Comprehensive (loss) 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 loss 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
|
|
|
December 31, 2017
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
and
Reclassifications
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
388
|
|
|
$
|
432
|
|
|
$
|
—
|
|
|
$
|
835
|
|
Accounts and notes receivable—net
|
743
|
|
|
1,553
|
|
|
2,670
|
|
|
768
|
|
|
(5,427
|
)
|
|
307
|
|
||||||
Inventories
|
—
|
|
|
4
|
|
|
104
|
|
|
167
|
|
|
—
|
|
|
275
|
|
||||||
Prepaid income taxes
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
33
|
|
||||||
Other current assets
|
—
|
|
|
—
|
|
|
10
|
|
|
5
|
|
|
—
|
|
|
15
|
|
||||||
Total current assets
|
743
|
|
|
1,572
|
|
|
3,205
|
|
|
1,372
|
|
|
(5,427
|
)
|
|
1,465
|
|
||||||
Property, plant and equipment—net
|
—
|
|
|
—
|
|
|
123
|
|
|
9,052
|
|
|
—
|
|
|
9,175
|
|
||||||
Deferred income taxes
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
||||||
Investments in affiliates
|
4,055
|
|
|
8,411
|
|
|
6,490
|
|
|
108
|
|
|
(18,956
|
)
|
|
108
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
2,063
|
|
|
308
|
|
|
—
|
|
|
2,371
|
|
||||||
Other assets
|
—
|
|
|
85
|
|
|
82
|
|
|
453
|
|
|
(276
|
)
|
|
344
|
|
||||||
Total assets
|
$
|
4,798
|
|
|
$
|
10,076
|
|
|
$
|
11,963
|
|
|
$
|
11,293
|
|
|
$
|
(24,667
|
)
|
|
$
|
13,463
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts and notes payable and accrued expenses
|
$
|
1,219
|
|
|
$
|
1,314
|
|
|
$
|
2,658
|
|
|
$
|
708
|
|
|
$
|
(5,427
|
)
|
|
$
|
472
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
Customer advances
|
—
|
|
|
—
|
|
|
89
|
|
|
—
|
|
|
—
|
|
|
89
|
|
||||||
Other current liabilities
|
—
|
|
|
—
|
|
|
14
|
|
|
3
|
|
|
—
|
|
|
17
|
|
||||||
Total current liabilities
|
1,219
|
|
|
1,314
|
|
|
2,761
|
|
|
713
|
|
|
(5,427
|
)
|
|
580
|
|
||||||
Long-term debt
|
—
|
|
|
4,692
|
|
|
198
|
|
|
78
|
|
|
(276
|
)
|
|
4,692
|
|
||||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
876
|
|
|
179
|
|
|
(8
|
)
|
|
1,047
|
|
||||||
Other liabilities
|
—
|
|
|
16
|
|
|
243
|
|
|
201
|
|
|
—
|
|
|
460
|
|
||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stockholders' equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock
|
2
|
|
|
—
|
|
|
—
|
|
|
4,738
|
|
|
(4,738
|
)
|
|
2
|
|
||||||
Paid-in capital
|
1,397
|
|
|
1,854
|
|
|
9,505
|
|
|
1,783
|
|
|
(13,142
|
)
|
|
1,397
|
|
||||||
Retained earnings
|
2,443
|
|
|
2,463
|
|
|
(1,432
|
)
|
|
709
|
|
|
(1,740
|
)
|
|
2,443
|
|
||||||
Treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Accumulated other comprehensive loss
|
(263
|
)
|
|
(263
|
)
|
|
(180
|
)
|
|
(221
|
)
|
|
664
|
|
|
(263
|
)
|
||||||
Total stockholders' equity
|
3,579
|
|
|
4,054
|
|
|
7,893
|
|
|
7,009
|
|
|
(18,956
|
)
|
|
3,579
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
3,113
|
|
|
—
|
|
|
3,105
|
|
||||||
Total equity
|
3,579
|
|
|
4,054
|
|
|
7,885
|
|
|
10,122
|
|
|
(18,956
|
)
|
|
6,684
|
|
||||||
Total liabilities and equity
|
$
|
4,798
|
|
|
$
|
10,076
|
|
|
$
|
11,963
|
|
|
$
|
11,293
|
|
|
$
|
(24,667
|
)
|
|
$
|
13,463
|
|
|
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
|
|
|
Year ended December 31, 2017
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net earnings (loss)
|
$
|
358
|
|
|
$
|
(361
|
)
|
|
$
|
(1,103
|
)
|
|
$
|
308
|
|
|
$
|
1,248
|
|
|
$
|
450
|
|
Adjustments to reconcile net earnings (loss) to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
—
|
|
|
13
|
|
|
22
|
|
|
848
|
|
|
—
|
|
|
883
|
|
||||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
(599
|
)
|
|
(2
|
)
|
|
—
|
|
|
(601
|
)
|
||||||
Stock-based compensation expense
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
||||||
Unrealized net loss on natural gas derivatives
|
—
|
|
|
—
|
|
|
51
|
|
|
10
|
|
|
—
|
|
|
61
|
|
||||||
Loss on embedded derivative
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||
Gain on sale of equity method investment
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
||||||
Loss on debt extinguishment
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
||||||
Loss on disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||
Undistributed losses (earnings) of affiliates—net
|
361
|
|
|
1,091
|
|
|
(204
|
)
|
|
3
|
|
|
(1,248
|
)
|
|
3
|
|
||||||
Changes in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Intercompany accounts receivable/accounts payable—net
|
(736
|
)
|
|
(1,297
|
)
|
|
1,527
|
|
|
506
|
|
|
—
|
|
|
—
|
|
||||||
Accounts receivable—net
|
—
|
|
|
—
|
|
|
(51
|
)
|
|
(6
|
)
|
|
—
|
|
|
(57
|
)
|
||||||
Inventories
|
—
|
|
|
(4
|
)
|
|
60
|
|
|
(16
|
)
|
|
—
|
|
|
40
|
|
||||||
Accrued and prepaid income taxes
|
(1
|
)
|
|
(60
|
)
|
|
1,217
|
|
|
(347
|
)
|
|
—
|
|
|
809
|
|
||||||
Accounts and notes payable and accrued expenses
|
—
|
|
|
228
|
|
|
27
|
|
|
(256
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Customer advances
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
48
|
|
||||||
Other—net
|
—
|
|
|
(5
|
)
|
|
(32
|
)
|
|
(30
|
)
|
|
—
|
|
|
(67
|
)
|
||||||
Net cash (used in) provided by operating activities
|
(1
|
)
|
|
(342
|
)
|
|
967
|
|
|
1,007
|
|
|
—
|
|
|
1,631
|
|
||||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(461
|
)
|
|
—
|
|
|
(473
|
)
|
||||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
||||||
Proceeds from sale of equity method investment
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
||||||
Distributions received from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
179
|
|
|
(165
|
)
|
|
—
|
|
|
14
|
|
||||||
Proceeds from sale of auction rate securities
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||||
Withdrawals from restricted cash funds
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||||
Other—net
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Net cash provided by (used in) investing activities
|
—
|
|
|
9
|
|
|
167
|
|
|
(584
|
)
|
|
—
|
|
|
(408
|
)
|
||||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt—net
|
—
|
|
|
(125
|
)
|
|
150
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
||||||
Payments of long-term borrowings
|
—
|
|
|
(1,148
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,148
|
)
|
||||||
Short-term debt—net
|
280
|
|
|
1,584
|
|
|
(1,870
|
)
|
|
6
|
|
|
—
|
|
|
—
|
|
||||||
Payment to CHS related to credit provision
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
Financing fees
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Dividends paid on common stock
|
(280
|
)
|
|
—
|
|
|
—
|
|
|
(103
|
)
|
|
103
|
|
|
(280
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(131
|
)
|
|
—
|
|
|
(131
|
)
|
||||||
Issuances of common stock under employee stock plans
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Dividends to/from affiliates
|
—
|
|
|
2
|
|
|
101
|
|
|
—
|
|
|
(103
|
)
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
1
|
|
|
312
|
|
|
(1,624
|
)
|
|
(253
|
)
|
|
—
|
|
|
(1,564
|
)
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||||
(Decrease) increase in cash and cash equivalents
|
—
|
|
|
(21
|
)
|
|
(490
|
)
|
|
182
|
|
|
—
|
|
|
(329
|
)
|
||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
36
|
|
|
878
|
|
|
250
|
|
|
—
|
|
|
1,164
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
388
|
|
|
$
|
432
|
|
|
$
|
—
|
|
|
$
|
835
|
|
|
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 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 losses (earnings) of affiliates—net
|
304
|
|
|
92
|
|
|
(315
|
)
|
|
9
|
|
|
(81
|
)
|
|
9
|
|
||||||
Changes in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Intercompany accounts receivable/accounts payable—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 on 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 interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(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 accounts receivable/accounts payable—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
|
)
|
||||||
Dividends paid on common stock
|
(282
|
)
|
|
(282
|
)
|
|
(282
|
)
|
|
(268
|
)
|
|
832
|
|
|
(282
|
)
|
||||||
Dividends to/from affiliates
|
282
|
|
|
282
|
|
|
268
|
|
|
—
|
|
|
(832
|
)
|
|
—
|
|
||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
(45
|
)
|
||||||
Purchases of treasury stock
|
(556
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(556
|
)
|
||||||
Shares withheld for taxes
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Issuances of common stock under employee stock plans
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||
Other—net
|
—
|
|
|
—
|
|
|
—
|
|
|
82
|
|
|
(82
|
)
|
|
—
|
|
||||||
Net cash provided by (used in) by 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
|
|
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
|
6,316,624
|
|
|
$
|
38.26
|
|
|
9,539,896
|
|
Equity compensation plans not approved by security holders
|
116,110
|
|
|
$
|
21.94
|
|
|
—
|
|
Total
|
6,432,734
|
|
|
$
|
37.97
|
|
|
9,539,896
|
|
(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
139
of this report.
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
101
|
|
The following financial information from CF Industries Holdings, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, 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 HOLDINGS, INC.
|
|
Date:
|
February 22, 2018
|
|
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 22, 2018
|
W. Anthony Will
|
|
|
||
|
|
|
|
|
/s/ DENNIS P. KELLEHER
|
|
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
|
February 22, 2018
|
Dennis P. Kelleher
|
|
|
||
|
|
|
|
|
/s/ RICHARD A. HOKER
|
|
Vice President and Corporate Controller
(Principal Accounting Officer)
|
|
February 22, 2018
|
Richard A. Hoker
|
|
|
||
|
|
|
|
|
/s/ STEPHEN A. FURBACHER
|
|
Chairman of the Board
|
|
February 22, 2018
|
Stephen A. Furbacher
|
|
|
||
|
|
|
|
|
/s/ ROBERT C. ARZBAECHER
|
|
Director
|
|
February 22, 2018
|
Robert C. Arzbaecher
|
|
|
||
|
|
|
|
|
/s/ WILLIAM DAVISSON
|
|
Director
|
|
February 22, 2018
|
William Davisson
|
|
|
||
|
|
|
|
|
/s/ JOHN W. EAVES
|
|
Director
|
|
February 22, 2018
|
John W. Eaves
|
|
|
||
|
|
|
|
|
/s/ STEPHEN J. HAGGE
|
|
Director
|
|
February 22, 2018
|
Stephen J. Hagge
|
|
|
||
|
|
|
|
|
/s/ JOHN D. JOHNSON
|
|
Director
|
|
February 22, 2018
|
John D. Johnson
|
|
|
||
|
|
|
|
|
/s/ ROBERT G. KUHBACH
|
|
Director
|
|
February 22, 2018
|
Robert G. Kuhbach
|
|
|
|
|
|
|
|
|
|
/s/ ANNE P. NOONAN
|
|
Director
|
|
February 22, 2018
|
Anne P. Noonan
|
|
|
||
|
|
|
|
|
/s/ EDWARD A. SCHMITT
|
|
Director
|
|
February 22, 2018
|
Edward A. Schmitt
|
|
|
||
|
|
|
|
|
/s/ MICHAEL J. TOELLE
|
|
Director
|
|
February 22, 2018
|
Michael J. Toelle
|
|
|
||
|
|
|
|
|
/s/ THERESA E. WAGLER
|
|
Director
|
|
February 22, 2018
|
Theresa E. Wagler
|
|
|
|
|
|
GRANTEE
|
|
CF INDUSTRIES HOLDINGS, INC.
|
|
|
|
|
|
|
<first_name> <last_name>
|
|
By: Susan L. Menzel
|
<address_1>
<city>, <state> <zip>
|
|
Title: Sr. Vice President, Human Resources
|
GRANTEE
|
|
CF INDUSTRIES HOLDINGS, INC.
|
|
|
|
<first_name> <last_name>
|
|
By: Susan L. Menzel
|
<address_1>
<city>, <state> <zip>
|
|
Title: Sr. Vice President, Human Resources
|
Performance Level
|
2018
RONA Achieved
|
Payout Percentage
|
Below Threshold
|
Less than 5.9%
|
0%
|
Threshold
|
5.9%
|
50%
|
Target
|
8.2%
|
100%
|
Ceiling
|
At or above 12.4%
|
200%
|
RONA =
|
Adjusted EBITDA
|
Average Operational Assets
|
(i)
|
net earnings attributable to common stockholders
plus
|
(ii)
|
interest expense (income)—net
plus
|
(iii)
|
income tax provision (benefit)
(a)
plus
|
(iv)
|
depreciation and amortization
less
|
(v)
|
loan fee amortization included in both interest expense and depreciation and amortization
|
(a)
|
Includes income taxes on the Company’s joint venture earnings.
|
(i)
|
EBITDA
plus
|
(ii)
|
unrealized mark to market losses (gains) on hedges
plus
|
(iii)
|
unrealized and realized losses (gains) associated with foreign exchange on intercompany loan activity or foreign denominated intercompany payables and receivables
plus
|
(iv)
|
acquisition or disposition related transaction costs or fees
plus
|
(v)
|
integration costs for acquisitions
plus
|
(vi)
|
losses (gains) on the disposition of equity investments in joint ventures
plus
|
(vii)
|
restructuring, exit, impairments, system implementation costs or similar types of costs
plus
|
(viii)
|
non-capitalized expansion project costs
plus
|
(ix)
|
losses (gains) recognized due to the acquisition or disposal of a business or group of assets that represents a major portion of the business
plus
|
(x)
|
losses (gains) associated with regulatory changes (e.g. regulatory tax code changes)
less
|
(xi)
|
profits (losses) associated with acquisitions (divestitures) completed during the year.
|
(i)
|
total assets
less
|
(ii)
|
cash and cash equivalents
less
|
(iii)
|
restricted cash
less
|
(iv)
|
short-term investments
less
|
(v)
|
investments in marketable equity securities
less
|
(vi)
|
prepaid income taxes
less
|
(vii)
|
total current liabilities
less
|
(viii)
|
long-term deferred income taxes
less
|
(ix)
|
other noncurrent liabilities
less
|
(x)
|
assets associated with major capital projects (as approved by the compensation committee)
less
|
(xi)
|
net assets associated with acquisitions and divestitures completed during the year
less
|
(xii)
|
asset (liability) changes associated with regulatory changes (e.g. regulatory tax code changes)
plus
|
(xiii)
|
short-term debt or notes payable included in current liabilities
|
|
|
Year ended December 31,
|
|
||||||||||||||||||
(Dollars in millions)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pretax (loss) earnings from continuing operations
|
|
$
|
(125
|
)
|
|
$
|
(226
|
)
|
|
$
|
1,058
|
|
|
$
|
2,187
|
|
|
$
|
2,210
|
|
|
Plus:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
|
459
|
|
|
497
|
|
|
343
|
|
|
312
|
|
|
264
|
|
|
|||||
Distributed income of equity investees
|
|
27
|
|
|
14
|
|
|
48
|
|
|
79
|
|
|
59
|
|
|
|||||
Amortization of capitalized interest
|
|
28
|
|
|
9
|
|
|
2
|
|
|
1
|
|
|
4
|
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Preference security dividends of CF Industries Nitrogen, LLC
|
|
(107
|
)
|
|
(79
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Preference security dividends of Terra Nitrogen Company, L.P.
|
|
(24
|
)
|
|
(40
|
)
|
|
(45
|
)
|
|
(46
|
)
|
|
(66
|
)
|
|
|||||
Capitalized interest
|
|
(2
|
)
|
|
(166
|
)
|
|
(154
|
)
|
|
(74
|
)
|
|
(27
|
)
|
|
|||||
Earnings for fixed charge coverage ratio
|
|
$
|
256
|
|
|
$
|
9
|
|
|
$
|
1,252
|
|
|
$
|
2,459
|
|
|
$
|
2,444
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expensed (a)
|
|
$
|
315
|
|
|
$
|
200
|
|
|
$
|
133
|
|
|
$
|
178
|
|
|
$
|
152
|
|
|
Capitalized interest
|
|
2
|
|
|
166
|
|
|
154
|
|
|
74
|
|
|
27
|
|
|
|||||
Estimated interest in rent expense (b)
|
|
11
|
|
|
12
|
|
|
11
|
|
|
14
|
|
|
19
|
|
|
|||||
Preference security dividends of CF Industries Nitrogen, LLC
|
|
107
|
|
|
79
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Preference security dividends of Terra Nitrogen Company, L.P.
|
|
24
|
|
|
40
|
|
|
45
|
|
|
46
|
|
|
66
|
|
|
|||||
|
|
$
|
459
|
|
|
$
|
497
|
|
|
$
|
343
|
|
|
$
|
312
|
|
|
$
|
264
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
|
0.56
|
|
x
|
0.02
|
|
x
|
3.6
|
|
x
|
7.9
|
|
x
|
9.3
|
|
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 LLC
|
|
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 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
|
|
|
|
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 22, 2018
|
|
/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 22, 2018
|
|
/s/ DENNIS P. KELLEHER
|
|
|
|
Dennis P. Kelleher
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ W. ANTHONY WILL
|
|
|
W. Anthony Will
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
Date:
|
February 22, 2018
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ DENNIS P. KELLEHER
|
|
|
Dennis P. Kelleher
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
Date:
|
February 22, 2018
|
|