|
FORM 10-Q
|
(Mark One)
|
|
|
x
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended March 31, 2018
|
||
OR
|
||
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from
to
|
||
Commission file number 001-32597
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
|
20-2697511
(I.R.S. Employer
Identification No.)
|
|
|
|
4 Parkway North, Suite 400
Deerfield, Illinois
(Address of principal executive offices)
|
|
60015
(Zip Code)
|
(847) 405-2400
(Registrant’s telephone number, including area code)
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
o
|
|
Emerging growth company
o
|
|
|
|||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
Three months ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
|
(in millions, except per share amounts)
|
||||||
Net sales
|
$
|
957
|
|
|
$
|
1,037
|
|
Cost of sales
|
767
|
|
|
930
|
|
||
Gross margin
|
190
|
|
|
107
|
|
||
Selling, general and administrative expenses
|
57
|
|
|
46
|
|
||
Other operating—net
|
(21
|
)
|
|
6
|
|
||
Total other operating costs and expenses
|
36
|
|
|
52
|
|
||
Equity in earnings of operating affiliates
|
7
|
|
|
3
|
|
||
Operating earnings
|
161
|
|
|
58
|
|
||
Interest expense
|
60
|
|
|
80
|
|
||
Interest income
|
(3
|
)
|
|
(1
|
)
|
||
Other non-operating—net
|
(1
|
)
|
|
1
|
|
||
Earnings (loss) before income taxes
|
105
|
|
|
(22
|
)
|
||
Income tax provision (benefit)
|
17
|
|
|
(13
|
)
|
||
Net earnings (loss)
|
88
|
|
|
(9
|
)
|
||
Less: Net earnings attributable to noncontrolling interests
|
25
|
|
|
14
|
|
||
Net earnings (loss) attributable to common stockholders
|
$
|
63
|
|
|
$
|
(23
|
)
|
Net earnings (loss) per share attributable to common stockholders:
|
|
|
|
|
|
||
Basic
|
$
|
0.27
|
|
|
$
|
(0.10
|
)
|
Diluted
|
$
|
0.27
|
|
|
$
|
(0.10
|
)
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
||
Basic
|
233.9
|
|
|
233.1
|
|
||
Diluted
|
234.8
|
|
|
233.1
|
|
||
Dividends declared per common share
|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
Three months ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Net earnings (loss)
|
$
|
88
|
|
|
$
|
(9
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||
Foreign currency translation adjustment—net of taxes
|
17
|
|
|
20
|
|
||
Defined benefit plans—net of taxes
|
(1
|
)
|
|
—
|
|
||
|
16
|
|
|
20
|
|
||
Comprehensive income
|
104
|
|
|
11
|
|
||
Less: Comprehensive income attributable to noncontrolling interests
|
25
|
|
|
14
|
|
||
Comprehensive income (loss) attributable to common stockholders
|
$
|
79
|
|
|
$
|
(3
|
)
|
|
(Unaudited)
|
|
|
||||
|
March 31,
2018 |
|
December 31,
2017 |
||||
|
(in millions, except share
and per share amounts)
|
||||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
936
|
|
|
$
|
835
|
|
Accounts receivable—net
|
247
|
|
|
307
|
|
||
Inventories
|
401
|
|
|
275
|
|
||
Prepaid income taxes
|
55
|
|
|
33
|
|
||
Other current assets
|
21
|
|
|
15
|
|
||
Total current assets
|
1,660
|
|
|
1,465
|
|
||
Property, plant and equipment—net
|
9,031
|
|
|
9,175
|
|
||
Investment in affiliate
|
100
|
|
|
108
|
|
||
Goodwill
|
2,381
|
|
|
2,371
|
|
||
Other assets
|
350
|
|
|
344
|
|
||
Total assets
|
$
|
13,522
|
|
|
$
|
13,463
|
|
Liabilities and Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued expenses
|
$
|
447
|
|
|
$
|
472
|
|
Income taxes payable
|
10
|
|
|
2
|
|
||
Customer advances
|
154
|
|
|
89
|
|
||
Other current liabilities
|
15
|
|
|
17
|
|
||
Total current liabilities
|
626
|
|
|
580
|
|
||
Long-term debt
|
4,693
|
|
|
4,692
|
|
||
Deferred income taxes
|
1,076
|
|
|
1,047
|
|
||
Other liabilities
|
462
|
|
|
460
|
|
||
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, 2018—233,371,622 shares issued and 2017—233,287,799 shares issued
|
2
|
|
|
2
|
|
||
Paid-in capital
|
1,405
|
|
|
1,397
|
|
||
Retained earnings
|
2,436
|
|
|
2,443
|
|
||
Treasury stock—at cost, 2018—12,704 shares and 2017—710 shares
|
(1
|
)
|
|
—
|
|
||
Accumulated other comprehensive loss
|
(248
|
)
|
|
(263
|
)
|
||
Total stockholders’ equity
|
3,594
|
|
|
3,579
|
|
||
Noncontrolling interests
|
3,071
|
|
|
3,105
|
|
||
Total equity
|
6,665
|
|
|
6,684
|
|
||
Total liabilities and equity
|
$
|
13,522
|
|
|
$
|
13,463
|
|
|
Common Stockholders
|
|
|
|
|
||||||||||||||||||||||||||
|
$0.01 Par
Value
Common
Stock
|
|
Treasury
Stock
|
|
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Stockholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||||||
|
(in millions, except per share amounts)
|
||||||||||||||||||||||||||||||
Balance as of December 31, 2016
|
$
|
2
|
|
|
$
|
(1
|
)
|
|
$
|
1,380
|
|
|
$
|
2,365
|
|
|
$
|
(398
|
)
|
|
$
|
3,348
|
|
|
$
|
3,144
|
|
|
$
|
6,492
|
|
Net (loss) earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
|
14
|
|
|
(9
|
)
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
20
|
|
|
—
|
|
|
20
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||||
Cash dividends ($0.30 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
||||||||
Distributions declared to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
(54
|
)
|
||||||||
Balance as of March 31, 2017
|
$
|
2
|
|
|
$
|
(1
|
)
|
|
$
|
1,384
|
|
|
$
|
2,272
|
|
|
$
|
(378
|
)
|
|
$
|
3,279
|
|
|
$
|
3,104
|
|
|
$
|
6,383
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance as of December 31, 2017
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
1,397
|
|
|
$
|
2,443
|
|
|
$
|
(263
|
)
|
|
$
|
3,579
|
|
|
$
|
3,105
|
|
|
$
|
6,684
|
|
Adoption of ASU 2016-01
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Adoption of ASU 2014-09
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
63
|
|
|
25
|
|
|
88
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
16
|
|
|
—
|
|
|
16
|
|
||||||||
Acquisition of treasury stock under employee stock plans
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||||
Issuance of $0.01 par value common stock under employee stock plans
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||||
Cash dividends ($0.30 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
||||||||
Distributions declared to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
(59
|
)
|
||||||||
Balance as of March 31, 2018
|
$
|
2
|
|
|
$
|
(1
|
)
|
|
$
|
1,405
|
|
|
$
|
2,436
|
|
|
$
|
(248
|
)
|
|
$
|
3,594
|
|
|
$
|
3,071
|
|
|
$
|
6,665
|
|
|
Three months ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Operating Activities:
|
|
|
|
|
|
||
Net earnings (loss)
|
$
|
88
|
|
|
$
|
(9
|
)
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
193
|
|
|
205
|
|
||
Deferred income taxes
|
29
|
|
|
(16
|
)
|
||
Stock-based compensation expense
|
6
|
|
|
4
|
|
||
Unrealized net (gain) loss on natural gas derivatives
|
(3
|
)
|
|
53
|
|
||
Unrealized loss on embedded derivative
|
—
|
|
|
1
|
|
||
Loss on disposal of property, plant and equipment
|
—
|
|
|
1
|
|
||
Undistributed earnings of affiliates—net of taxes
|
(3
|
)
|
|
(5
|
)
|
||
Changes in:
|
|
|
|
|
|
||
Accounts receivable—net
|
61
|
|
|
(9
|
)
|
||
Inventories
|
(97
|
)
|
|
(15
|
)
|
||
Accrued and prepaid income taxes
|
(14
|
)
|
|
(5
|
)
|
||
Accounts payable and accrued expenses
|
(24
|
)
|
|
5
|
|
||
Customer advances
|
65
|
|
|
142
|
|
||
Other—net
|
(19
|
)
|
|
4
|
|
||
Net cash provided by operating activities
|
282
|
|
|
356
|
|
||
Investing Activities:
|
|
|
|
|
|
||
Additions to property, plant and equipment
|
(68
|
)
|
|
(94
|
)
|
||
Proceeds from sale of property, plant and equipment
|
8
|
|
|
8
|
|
||
Distributions received from unconsolidated affiliates
|
4
|
|
|
—
|
|
||
Other—net
|
1
|
|
|
—
|
|
||
Net cash used in investing activities
|
(55
|
)
|
|
(86
|
)
|
||
Financing Activities:
|
|
|
|
|
|
||
Financing fees
|
1
|
|
|
—
|
|
||
Dividends paid on common stock
|
(70
|
)
|
|
(70
|
)
|
||
Distributions to noncontrolling interests
|
(59
|
)
|
|
(54
|
)
|
||
Issuances of common stock under employee stock plans
|
2
|
|
|
—
|
|
||
Shares withheld for taxes
|
(1
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(127
|
)
|
|
(124
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
1
|
|
|
1
|
|
||
Increase in cash, cash equivalents and restricted cash
|
101
|
|
|
147
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
835
|
|
|
1,169
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
936
|
|
|
$
|
1,316
|
|
|
Ammonia
|
|
Granular
Urea |
|
UAN
|
|
AN
|
|
Other
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Three months ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
North America
|
$
|
168
|
|
|
$
|
264
|
|
|
$
|
246
|
|
|
$
|
45
|
|
|
$
|
59
|
|
|
$
|
782
|
|
Europe and other
|
44
|
|
|
—
|
|
|
37
|
|
|
55
|
|
|
39
|
|
|
175
|
|
||||||
Total revenue
|
$
|
212
|
|
|
$
|
264
|
|
|
$
|
283
|
|
|
$
|
100
|
|
|
$
|
98
|
|
|
$
|
957
|
|
|
Ammonia
|
|
Granular
Urea |
|
UAN
|
|
AN
(1)
|
|
Other
|
|
Total
|
||||||
|
(tons in thousands)
(2)
|
||||||||||||||||
Remainder of 2018
|
443
|
|
|
26
|
|
|
—
|
|
|
398
|
|
|
52
|
|
|
919
|
|
2019
|
594
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|
693
|
|
2020
|
577
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|
647
|
|
2021
|
577
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|
647
|
|
2022
|
577
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|
647
|
|
2019 - 2021
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,122
|
|
|
—
|
|
|
1,122
|
|
Total
|
2,768
|
|
|
55
|
|
|
—
|
|
|
1,520
|
|
|
332
|
|
|
4,675
|
|
(1)
|
The AN contracts in the table above have minimum purchase requirements for the current year and over a contractually specified period. As of March 31, 2018, since the annual minimum purchase requirements have not been set past the current year, the table indicates the remaining amount for the current year and a total remaining amount for the contractually specified 2019 - 2021 period.
|
(2)
|
CF has contracts with customers that contain minimum purchase requirements that have original contract durations of
one
year or less in length that are not included in the above table.
|
|
Three months ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
|
(in millions, except per share amounts)
|
||||||
Net earnings (loss) attributable to common stockholders
|
$
|
63
|
|
|
$
|
(23
|
)
|
Basic earnings per common share:
|
|
|
|
|
|
||
Weighted-average common shares outstanding
|
233.9
|
|
|
233.1
|
|
||
Net earnings (loss) attributable to common stockholders
|
$
|
0.27
|
|
|
$
|
(0.10
|
)
|
Diluted earnings per common share:
|
|
|
|
|
|
||
Weighted-average common shares outstanding
|
233.9
|
|
|
233.1
|
|
||
Dilutive common shares—stock options
|
0.9
|
|
|
—
|
|
||
Diluted weighted-average shares outstanding
|
234.8
|
|
|
233.1
|
|
||
Net earnings (loss) attributable to common stockholders
|
$
|
0.27
|
|
|
$
|
(0.10
|
)
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
|
(in millions)
|
||||||
Finished goods
|
$
|
363
|
|
|
$
|
233
|
|
Raw materials, spare parts and supplies
|
38
|
|
|
42
|
|
||
Total inventories
|
$
|
401
|
|
|
$
|
275
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
|
(in millions)
|
||||||
Land
|
$
|
71
|
|
|
$
|
71
|
|
Machinery and equipment
|
12,139
|
|
|
12,070
|
|
||
Buildings and improvements
|
885
|
|
|
882
|
|
||
Construction in progress
|
202
|
|
|
223
|
|
||
Property, plant and equipment
(1)
|
13,297
|
|
|
13,246
|
|
||
Less: Accumulated depreciation and amortization
|
4,266
|
|
|
4,071
|
|
||
Property, plant and equipment—net
|
$
|
9,031
|
|
|
$
|
9,175
|
|
(1)
|
As of
March 31, 2018
and
December 31, 2017
, we had property, plant and equipment that was accrued but unpaid of approximately
$42 million
and
$46 million
, respectively. As of
March 31, 2017
and
December 31, 2016
, we had property, plant and equipment that was accrued but unpaid of
$231 million
and
$225 million
, respectively.
|
|
Three months ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Net capitalized turnaround costs:
|
|
|
|
|
|
||
Beginning balance
|
$
|
208
|
|
|
$
|
206
|
|
Additions
|
20
|
|
|
59
|
|
||
Depreciation
|
(28
|
)
|
|
(30
|
)
|
||
Effect of exchange rate changes
|
1
|
|
|
1
|
|
||
Ending balance
|
$
|
201
|
|
|
$
|
236
|
|
|
Ammonia
|
|
Granular Urea
|
|
UAN
|
|
AN
|
|
Other
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Balance as of December 31, 2017
|
$
|
587
|
|
|
$
|
829
|
|
|
$
|
576
|
|
|
$
|
306
|
|
|
$
|
73
|
|
|
$
|
2,371
|
|
Effect of exchange rate changes
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
9
|
|
|
1
|
|
|
10
|
|
||||||
Balance as of March 31, 2018
|
$
|
588
|
|
|
$
|
828
|
|
|
$
|
576
|
|
|
$
|
315
|
|
|
$
|
74
|
|
|
$
|
2,381
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
135
|
|
|
$
|
(33
|
)
|
|
$
|
102
|
|
|
$
|
132
|
|
|
$
|
(31
|
)
|
|
$
|
101
|
|
TerraCair brand
|
10
|
|
|
(10
|
)
|
|
—
|
|
|
10
|
|
|
(10
|
)
|
|
—
|
|
||||||
Trade names
|
33
|
|
|
(4
|
)
|
|
29
|
|
|
32
|
|
|
(4
|
)
|
|
28
|
|
||||||
Total intangible assets
|
$
|
178
|
|
|
$
|
(47
|
)
|
|
$
|
131
|
|
|
$
|
174
|
|
|
$
|
(45
|
)
|
|
$
|
129
|
|
|
Estimated
Amortization
Expense
|
||
|
(in millions)
|
||
Remainder of 2018
|
$
|
8
|
|
2019
|
9
|
|
|
2020
|
9
|
|
|
2021
|
9
|
|
|
2022
|
9
|
|
|
2023
|
9
|
|
|
March 31, 2018
|
||||||||||||||
|
Cost Basis
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair Value
|
||||||||
|
(in millions)
|
||||||||||||||
Cash
|
$
|
472
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
472
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
U.S. and Canadian government obligations
|
462
|
|
|
—
|
|
|
—
|
|
|
462
|
|
||||
Other debt securities
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Total cash and cash equivalents
|
$
|
936
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
936
|
|
Nonqualified employee benefit trusts
|
17
|
|
|
2
|
|
|
—
|
|
|
19
|
|
|
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
|
|
|
March 31, 2018
|
||||||||||||||
|
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
|
$
|
464
|
|
|
$
|
464
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Nonqualified employee benefit trusts
|
19
|
|
|
19
|
|
|
—
|
|
|
—
|
|
||||
Derivative liabilities
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
||||
Embedded derivative liability
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
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
|
)
|
|
—
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
|
(in millions)
|
||||||||||||||
Long-term debt
|
$
|
4,693
|
|
|
$
|
4,579
|
|
|
$
|
4,692
|
|
|
$
|
4,800
|
|
|
Three months ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Interest on borrowings
(1)
|
$
|
57
|
|
|
$
|
76
|
|
Fees on financing agreements
(1)
|
3
|
|
|
4
|
|
||
Interest on tax liabilities
|
1
|
|
|
1
|
|
||
Interest capitalized
|
(1
|
)
|
|
(1
|
)
|
||
Total interest expense
|
$
|
60
|
|
|
$
|
80
|
|
(1)
|
See Note
12—Financing Agreements
for additional information.
|
|
Effective Interest Rate
|
|
March 31,
2018 |
|
December 31,
2017 |
||||||||||||
|
|
Principal
|
|
Carrying Amount
(1)
|
|
Principal
|
|
Carrying Amount
(1)
|
|||||||||
|
|
|
(in millions)
|
||||||||||||||
Public Senior Notes:
|
|
|
|
|
|
|
|
|
|
||||||||
7.125% due May 2020
|
7.529%
|
|
$
|
500
|
|
|
$
|
496
|
|
|
$
|
500
|
|
|
$
|
496
|
|
3.450% due June 2023
|
3.562%
|
|
750
|
|
|
746
|
|
|
750
|
|
|
746
|
|
||||
5.150% due March 2034
|
5.279%
|
|
750
|
|
|
740
|
|
|
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
|
|
|
493
|
|
||||
4.500% due December 2026
|
4.759%
|
|
750
|
|
|
736
|
|
|
750
|
|
|
736
|
|
||||
Total long-term debt
|
|
|
$
|
4,750
|
|
|
$
|
4,693
|
|
|
$
|
4,750
|
|
|
$
|
4,692
|
|
(1)
|
Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was
$12 million
as of both
March 31, 2018
and
December 31, 2017
, and total deferred debt issuance costs were
$45 million
and
$46 million
as of
March 31, 2018
and
December 31, 2017
, respectively.
|
|
Gain (loss) recognized in income
|
||||||||
|
|
|
Three months ended
March 31, |
||||||
Location
|
|
2018
|
|
2017
|
|||||
|
|
|
(in millions)
|
||||||
Natural gas derivatives
|
|
|
|
|
|
||||
Unrealized net gains (losses) recognized in income
|
Cost of sales
|
|
$
|
3
|
|
|
$
|
(53
|
)
|
Realized net (losses) gains
|
Cost of sales
|
|
(1
|
)
|
|
1
|
|
||
Net derivative gains (losses)
|
|
|
$
|
2
|
|
|
$
|
(52
|
)
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
Balance Sheet
Location
|
|
March 31,
2018 |
|
December 31,
2017 |
|
Balance Sheet
Location
|
|
March 31,
2018 |
|
December 31,
2017 |
||||||||
|
|
|
(in millions)
|
|
|
|
(in millions)
|
||||||||||||
Natural gas derivatives
|
Other current assets
|
|
$
|
—
|
|
|
$
|
1
|
|
|
Other current liabilities
|
|
$
|
(9
|
)
|
|
$
|
(12
|
)
|
Total derivatives
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
|
|
$
|
(9
|
)
|
|
$
|
(12
|
)
|
|
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)
|
||||||||||||||
March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total derivative liabilities
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
||||
Net derivative liabilities
|
$
|
(9
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(9
|
)
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative assets
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total derivative liabilities
|
(12
|
)
|
|
(1
|
)
|
|
—
|
|
|
(11
|
)
|
||||
Net derivative liabilities
|
$
|
(11
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(11
|
)
|
(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 in the table above are the same.
|
|
Three months ended
March 31, |
||||||||||||||||||||||
|
2018
|
|
2017
|
||||||||||||||||||||
|
CFN
|
|
TNCLP
|
|
Total
|
|
CFN
|
|
TNCLP
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
$
|
2,772
|
|
|
$
|
333
|
|
|
$
|
3,105
|
|
|
$
|
2,806
|
|
|
$
|
338
|
|
|
$
|
3,144
|
|
Earnings attributable to noncontrolling interests
|
17
|
|
|
8
|
|
|
25
|
|
|
8
|
|
|
6
|
|
|
14
|
|
||||||
Declaration of distributions payable
|
(49
|
)
|
|
(10
|
)
|
|
(59
|
)
|
|
(48
|
)
|
|
(6
|
)
|
|
(54
|
)
|
||||||
Ending balance
|
$
|
2,740
|
|
|
$
|
331
|
|
|
$
|
3,071
|
|
|
$
|
2,766
|
|
|
$
|
338
|
|
|
$
|
3,104
|
|
Distributions payable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning balance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Declaration of distributions payable
|
49
|
|
|
10
|
|
|
59
|
|
|
48
|
|
|
6
|
|
|
54
|
|
||||||
Distributions to noncontrolling interests
|
(49
|
)
|
|
(10
|
)
|
|
(59
|
)
|
|
(48
|
)
|
|
(6
|
)
|
|
(54
|
)
|
||||||
Ending balance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Foreign
Currency
Translation
Adjustment
|
|
Unrealized
Gain (Loss)
on
Securities
|
|
Unrealized
Gain (Loss)
on
Derivatives
|
|
Defined
Benefit
Plans
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balance as of December 31, 2016
|
$
|
(272
|
)
|
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
(132
|
)
|
|
$
|
(398
|
)
|
Effect of exchange rate changes and deferred taxes
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||
Balance as of March 31, 2017
|
$
|
(252
|
)
|
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
(132
|
)
|
|
$
|
(378
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance as of December 31, 2017
|
$
|
(145
|
)
|
|
$
|
1
|
|
|
$
|
4
|
|
|
$
|
(123
|
)
|
|
$
|
(263
|
)
|
Adoption of ASU 2016-01
(1)
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Reclassification to earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||
Effect of exchange rate changes and deferred taxes
|
17
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
15
|
|
|||||
Balance as of March 31, 2018
|
$
|
(128
|
)
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
(124
|
)
|
|
$
|
(248
|
)
|
(1)
|
See Note
2—New Accounting Standards
for additional information.
|
|
|
|
|
||||
|
Three months ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Defined Benefit Plans
|
|
|
|
|
|
||
Amortization of net loss
(1)
|
$
|
1
|
|
|
$
|
—
|
|
Total before tax
|
1
|
|
|
—
|
|
||
Tax effect
|
—
|
|
|
—
|
|
||
Net of tax
|
$
|
1
|
|
|
$
|
—
|
|
Total reclassifications for the period
|
$
|
1
|
|
|
$
|
—
|
|
(1)
|
This component is included in the computation of net periodic benefit cost and was reclassified from accumulated other comprehensive income (loss) into other non-operating costs.
|
|
Ammonia
|
|
Granular
Urea
(1)
|
|
UAN
(1)(2)
|
|
AN
(1)
|
|
Other
(1)
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Three months ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
212
|
|
|
$
|
264
|
|
|
$
|
283
|
|
|
$
|
100
|
|
|
$
|
98
|
|
|
$
|
957
|
|
Cost of sales
|
188
|
|
|
189
|
|
|
230
|
|
|
74
|
|
|
86
|
|
|
767
|
|
||||||
Gross margin
|
$
|
24
|
|
|
$
|
75
|
|
|
$
|
53
|
|
|
$
|
26
|
|
|
$
|
12
|
|
|
190
|
|
|
Total other operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36
|
|
|||||||
Equity in earnings of operating affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
|
|
|||||||
Operating earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
161
|
|
||||||
Three months ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
282
|
|
|
$
|
238
|
|
|
$
|
317
|
|
|
$
|
125
|
|
|
$
|
75
|
|
|
$
|
1,037
|
|
Cost of sales
|
265
|
|
|
213
|
|
|
281
|
|
|
106
|
|
|
65
|
|
|
930
|
|
||||||
Gross margin
|
$
|
17
|
|
|
$
|
25
|
|
|
$
|
36
|
|
|
$
|
19
|
|
|
$
|
10
|
|
|
107
|
|
|
Total other operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52
|
|
|||||||
Equity in earnings of operating affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|||||||
Operating earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
58
|
|
(1)
|
The cost of the products that are upgraded into other products is transferred at cost into the upgraded product results.
|
(2)
|
As a result of our adoption of ASU No. 2017-07 on January 1, 2018, cost of sales and gross margin were updated for the
three months ended March 31, 2017
. See Note
2—New Accounting Standards
for additional information.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
105
|
|
|
$
|
712
|
|
|
$
|
885
|
|
|
$
|
(745
|
)
|
|
$
|
957
|
|
Cost of sales
|
—
|
|
|
90
|
|
|
716
|
|
|
700
|
|
|
(739
|
)
|
|
767
|
|
||||||
Gross margin
|
—
|
|
|
15
|
|
|
(4
|
)
|
|
185
|
|
|
(6
|
)
|
|
190
|
|
||||||
Selling, general and administrative expenses
|
1
|
|
|
1
|
|
|
39
|
|
|
22
|
|
|
(6
|
)
|
|
57
|
|
||||||
Other operating—net
|
—
|
|
|
(13
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|
—
|
|
|
(21
|
)
|
||||||
Total other operating costs and expenses
|
1
|
|
|
(12
|
)
|
|
36
|
|
|
17
|
|
|
(6
|
)
|
|
36
|
|
||||||
Equity in earnings of operating affiliates
|
—
|
|
|
3
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
7
|
|
||||||
Operating (loss) earnings
|
(1
|
)
|
|
30
|
|
|
(40
|
)
|
|
172
|
|
|
—
|
|
|
161
|
|
||||||
Interest expense
|
—
|
|
|
62
|
|
|
4
|
|
|
1
|
|
|
(7
|
)
|
|
60
|
|
||||||
Interest income
|
(1
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
7
|
|
|
(3
|
)
|
||||||
Net earnings of wholly owned subsidiaries
|
(63
|
)
|
|
(87
|
)
|
|
(135
|
)
|
|
—
|
|
|
285
|
|
|
—
|
|
||||||
Other non-operating—net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Earnings before income taxes
|
63
|
|
|
57
|
|
|
94
|
|
|
176
|
|
|
(285
|
)
|
|
105
|
|
||||||
Income tax (benefit) provision
|
—
|
|
|
(6
|
)
|
|
17
|
|
|
6
|
|
|
—
|
|
|
17
|
|
||||||
Net earnings
|
63
|
|
|
63
|
|
|
77
|
|
|
170
|
|
|
(285
|
)
|
|
88
|
|
||||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
||||||
Net earnings attributable to common stockholders
|
$
|
63
|
|
|
$
|
63
|
|
|
$
|
77
|
|
|
$
|
145
|
|
|
$
|
(285
|
)
|
|
$
|
63
|
|
|
Three months ended March 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net earnings
|
$
|
63
|
|
|
$
|
63
|
|
|
$
|
77
|
|
|
$
|
170
|
|
|
$
|
(285
|
)
|
|
$
|
88
|
|
Other comprehensive income
|
15
|
|
|
15
|
|
|
1
|
|
|
15
|
|
|
(30
|
)
|
|
16
|
|
||||||
Comprehensive income
|
78
|
|
|
78
|
|
|
78
|
|
|
185
|
|
|
(315
|
)
|
|
104
|
|
||||||
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
||||||
Comprehensive income attributable to common stockholders
|
$
|
78
|
|
|
$
|
78
|
|
|
$
|
78
|
|
|
$
|
160
|
|
|
$
|
(315
|
)
|
|
$
|
79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2017
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
90
|
|
|
$
|
822
|
|
|
$
|
896
|
|
|
$
|
(771
|
)
|
|
$
|
1,037
|
|
Cost of sales
|
—
|
|
|
51
|
|
|
892
|
|
|
758
|
|
|
(771
|
)
|
|
930
|
|
||||||
Gross margin
|
—
|
|
|
39
|
|
|
(70
|
)
|
|
138
|
|
|
—
|
|
|
107
|
|
||||||
Selling, general and administrative expenses
|
—
|
|
|
2
|
|
|
28
|
|
|
16
|
|
|
—
|
|
|
46
|
|
||||||
Other operating—net
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||
Total other operating costs and expenses
|
—
|
|
|
1
|
|
|
29
|
|
|
22
|
|
|
—
|
|
|
52
|
|
||||||
Equity in earnings of operating affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||
Operating earnings (loss)
|
—
|
|
|
38
|
|
|
(99
|
)
|
|
119
|
|
|
—
|
|
|
58
|
|
||||||
Interest expense
|
—
|
|
|
81
|
|
|
11
|
|
|
1
|
|
|
(13
|
)
|
|
80
|
|
||||||
Interest income
|
—
|
|
|
(11
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
13
|
|
|
(1
|
)
|
||||||
Net loss (earnings) of wholly owned subsidiaries
|
23
|
|
|
3
|
|
|
(98
|
)
|
|
—
|
|
|
72
|
|
|
—
|
|
||||||
Other non-operating—net
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
(Loss) earnings before income taxes
|
(23
|
)
|
|
(35
|
)
|
|
(12
|
)
|
|
120
|
|
|
(72
|
)
|
|
(22
|
)
|
||||||
Income tax (benefit) provision
|
—
|
|
|
(12
|
)
|
|
(5
|
)
|
|
4
|
|
|
—
|
|
|
(13
|
)
|
||||||
Net (loss) earnings
|
(23
|
)
|
|
(23
|
)
|
|
(7
|
)
|
|
116
|
|
|
(72
|
)
|
|
(9
|
)
|
||||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||||
Net (loss) earnings attributable to common stockholders
|
$
|
(23
|
)
|
|
$
|
(23
|
)
|
|
$
|
(7
|
)
|
|
$
|
102
|
|
|
$
|
(72
|
)
|
|
$
|
(23
|
)
|
|
Three months ended March 31, 2017
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net (loss) earnings
|
$
|
(23
|
)
|
|
$
|
(23
|
)
|
|
$
|
(7
|
)
|
|
$
|
116
|
|
|
$
|
(72
|
)
|
|
$
|
(9
|
)
|
Other comprehensive income
|
20
|
|
|
20
|
|
|
12
|
|
|
18
|
|
|
(50
|
)
|
|
20
|
|
||||||
Comprehensive (loss) income
|
(3
|
)
|
|
(3
|
)
|
|
5
|
|
|
134
|
|
|
(122
|
)
|
|
11
|
|
||||||
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||||
Comprehensive (loss) income attributable to common stockholders
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
|
$
|
5
|
|
|
$
|
120
|
|
|
$
|
(122
|
)
|
|
$
|
(3
|
)
|
|
March 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
and
Reclassifications
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
138
|
|
|
$
|
783
|
|
|
$
|
—
|
|
|
$
|
936
|
|
Accounts and notes receivable—net
|
290
|
|
|
483
|
|
|
1,560
|
|
|
678
|
|
|
(2,764
|
)
|
|
247
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
195
|
|
|
206
|
|
|
—
|
|
|
401
|
|
||||||
Prepaid income taxes
|
—
|
|
|
—
|
|
|
53
|
|
|
2
|
|
|
—
|
|
|
55
|
|
||||||
Other current assets
|
—
|
|
|
—
|
|
|
12
|
|
|
9
|
|
|
—
|
|
|
21
|
|
||||||
Total current assets
|
290
|
|
|
498
|
|
|
1,958
|
|
|
1,678
|
|
|
(2,764
|
)
|
|
1,660
|
|
||||||
Property, plant and equipment—net
|
—
|
|
|
—
|
|
|
120
|
|
|
8,911
|
|
|
—
|
|
|
9,031
|
|
||||||
Deferred income taxes
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||||
Investments in affiliates
|
4,133
|
|
|
8,543
|
|
|
6,849
|
|
|
100
|
|
|
(19,525
|
)
|
|
100
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
2,064
|
|
|
317
|
|
|
—
|
|
|
2,381
|
|
||||||
Other assets
|
—
|
|
|
88
|
|
|
60
|
|
|
662
|
|
|
(460
|
)
|
|
350
|
|
||||||
Total assets
|
$
|
4,423
|
|
|
$
|
9,131
|
|
|
$
|
11,051
|
|
|
$
|
11,668
|
|
|
$
|
(22,751
|
)
|
|
$
|
13,522
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Accounts and notes payable and accrued expenses
|
$
|
829
|
|
|
$
|
290
|
|
|
$
|
1,387
|
|
|
$
|
705
|
|
|
$
|
(2,764
|
)
|
|
$
|
447
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||||
Customer advances
|
—
|
|
|
—
|
|
|
154
|
|
|
—
|
|
|
—
|
|
|
154
|
|
||||||
Other current liabilities
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||||
Total current liabilities
|
829
|
|
|
290
|
|
|
1,556
|
|
|
715
|
|
|
(2,764
|
)
|
|
626
|
|
||||||
Long-term debt
|
—
|
|
|
4,693
|
|
|
378
|
|
|
82
|
|
|
(460
|
)
|
|
4,693
|
|
||||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
909
|
|
|
169
|
|
|
(2
|
)
|
|
1,076
|
|
||||||
Other liabilities
|
—
|
|
|
15
|
|
|
245
|
|
|
202
|
|
|
—
|
|
|
462
|
|
||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock
|
2
|
|
|
—
|
|
|
—
|
|
|
4,671
|
|
|
(4,671
|
)
|
|
2
|
|
||||||
Paid-in capital
|
1,405
|
|
|
1,854
|
|
|
9,505
|
|
|
2,229
|
|
|
(13,588
|
)
|
|
1,405
|
|
||||||
Retained earnings
|
2,436
|
|
|
2,527
|
|
|
(1,355
|
)
|
|
727
|
|
|
(1,899
|
)
|
|
2,436
|
|
||||||
Treasury stock
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Accumulated other comprehensive loss
|
(248
|
)
|
|
(248
|
)
|
|
(179
|
)
|
|
(206
|
)
|
|
633
|
|
|
(248
|
)
|
||||||
Total stockholders’ equity
|
3,594
|
|
|
4,133
|
|
|
7,971
|
|
|
7,421
|
|
|
(19,525
|
)
|
|
3,594
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
3,079
|
|
|
—
|
|
|
3,071
|
|
||||||
Total equity
|
3,594
|
|
|
4,133
|
|
|
7,963
|
|
|
10,500
|
|
|
(19,525
|
)
|
|
6,665
|
|
||||||
Total liabilities and equity
|
$
|
4,423
|
|
|
$
|
9,131
|
|
|
$
|
11,051
|
|
|
$
|
11,668
|
|
|
$
|
(22,751
|
)
|
|
$
|
13,522
|
|
|
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
|
|
|
Three months ended March 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net earnings
|
$
|
63
|
|
|
$
|
63
|
|
|
$
|
77
|
|
|
$
|
170
|
|
|
$
|
(285
|
)
|
|
$
|
88
|
|
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
—
|
|
|
2
|
|
|
5
|
|
|
186
|
|
|
—
|
|
|
193
|
|
||||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
39
|
|
|
(10
|
)
|
|
—
|
|
|
29
|
|
||||||
Stock-based compensation expense
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||||
Unrealized net loss (gain) on natural gas derivatives
|
—
|
|
|
—
|
|
|
1
|
|
|
(4
|
)
|
|
—
|
|
|
(3
|
)
|
||||||
Undistributed loss (earnings) of affiliates—net
|
(63
|
)
|
|
(86
|
)
|
|
(136
|
)
|
|
(3
|
)
|
|
285
|
|
|
(3
|
)
|
||||||
Changes in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Intercompany accounts receivable/accounts payable—net
|
(7
|
)
|
|
(50
|
)
|
|
63
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
||||||
Accounts receivable—net
|
—
|
|
|
—
|
|
|
64
|
|
|
(3
|
)
|
|
—
|
|
|
61
|
|
||||||
Inventories
|
—
|
|
|
4
|
|
|
(91
|
)
|
|
(10
|
)
|
|
—
|
|
|
(97
|
)
|
||||||
Accrued and prepaid income taxes
|
—
|
|
|
(7
|
)
|
|
(13
|
)
|
|
6
|
|
|
—
|
|
|
(14
|
)
|
||||||
Accounts and notes payable and accrued expenses
|
—
|
|
|
7
|
|
|
(5
|
)
|
|
(26
|
)
|
|
—
|
|
|
(24
|
)
|
||||||
Customer advances
|
—
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|
65
|
|
||||||
Other—net
|
—
|
|
|
(1
|
)
|
|
3
|
|
|
(21
|
)
|
|
—
|
|
|
(19
|
)
|
||||||
Net cash (used in) provided by operating activities
|
(1
|
)
|
|
(68
|
)
|
|
72
|
|
|
279
|
|
|
—
|
|
|
282
|
|
||||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Additions to property, plant and equipment
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(65
|
)
|
|
—
|
|
|
(68
|
)
|
||||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||||
Distributions received from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
144
|
|
|
(140
|
)
|
|
—
|
|
|
4
|
|
||||||
Investments in consolidated subs - capital contributions
|
—
|
|
|
(31
|
)
|
|
(415
|
)
|
|
446
|
|
|
—
|
|
|
—
|
|
||||||
Other—net
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Net cash (used in) provided by investing activities
|
—
|
|
|
(31
|
)
|
|
(274
|
)
|
|
250
|
|
|
—
|
|
|
(55
|
)
|
||||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Long-term debt—net
|
—
|
|
|
—
|
|
|
178
|
|
|
(178
|
)
|
|
—
|
|
|
—
|
|
||||||
Short-term debt—net
|
70
|
|
|
98
|
|
|
(275
|
)
|
|
107
|
|
|
—
|
|
|
—
|
|
||||||
Financing fees
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Dividends paid on common stock
|
(70
|
)
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
49
|
|
|
(70
|
)
|
||||||
Dividends to/from affiliates
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
(49
|
)
|
|
—
|
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
(59
|
)
|
||||||
Issuances of common stock under employee stock plans
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Shares withheld for taxes
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Net cash provided by (used in) financing activities
|
1
|
|
|
99
|
|
|
(48
|
)
|
|
(179
|
)
|
|
—
|
|
|
(127
|
)
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
(Decrease) increase in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(250
|
)
|
|
351
|
|
|
—
|
|
|
101
|
|
||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
15
|
|
|
388
|
|
|
432
|
|
|
—
|
|
|
835
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
138
|
|
|
$
|
783
|
|
|
$
|
—
|
|
|
$
|
936
|
|
|
Three months ended March 31, 2017
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net (loss) earnings
|
$
|
(23
|
)
|
|
$
|
(23
|
)
|
|
$
|
(7
|
)
|
|
$
|
116
|
|
|
$
|
(72
|
)
|
|
$
|
(9
|
)
|
Adjustments to reconcile net (loss) earnings to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
—
|
|
|
3
|
|
|
6
|
|
|
196
|
|
|
—
|
|
|
205
|
|
||||||
Deferred income taxes
|
—
|
|
|
(11
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
|
(16
|
)
|
||||||
Stock-based compensation expense
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||
Unrealized net loss on natural gas derivatives
|
—
|
|
|
—
|
|
|
45
|
|
|
8
|
|
|
—
|
|
|
53
|
|
||||||
Unrealized loss on embedded derivative
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Loss on disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Undistributed losses (earnings) of affiliates—net
|
23
|
|
|
1
|
|
|
(97
|
)
|
|
(4
|
)
|
|
72
|
|
|
(5
|
)
|
||||||
Changes in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Intercompany accounts receivable/accounts payable—net
|
(4
|
)
|
|
(47
|
)
|
|
138
|
|
|
(87
|
)
|
|
—
|
|
|
—
|
|
||||||
Accounts receivable—net
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(4
|
)
|
|
—
|
|
|
(9
|
)
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
1
|
|
|
—
|
|
|
(15
|
)
|
||||||
Accrued and prepaid income taxes
|
—
|
|
|
—
|
|
|
2
|
|
|
(7
|
)
|
|
—
|
|
|
(5
|
)
|
||||||
Accounts and notes payable and accrued expenses
|
—
|
|
|
37
|
|
|
4
|
|
|
(36
|
)
|
|
—
|
|
|
5
|
|
||||||
Customer advances
|
—
|
|
|
—
|
|
|
142
|
|
|
—
|
|
|
—
|
|
|
142
|
|
||||||
Other—net
|
—
|
|
|
—
|
|
|
6
|
|
|
(2
|
)
|
|
—
|
|
|
4
|
|
||||||
Net cash (used in) provided by operating activities
|
—
|
|
|
(40
|
)
|
|
215
|
|
|
181
|
|
|
—
|
|
|
356
|
|
||||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Additions to property, plant and equipment
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(91
|
)
|
|
—
|
|
|
(94
|
)
|
||||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(83
|
)
|
|
—
|
|
|
(86
|
)
|
||||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Long-term debt—net
|
—
|
|
|
(125
|
)
|
|
—
|
|
|
125
|
|
|
—
|
|
|
—
|
|
||||||
Short-term debt—net
|
70
|
|
|
145
|
|
|
(171
|
)
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
||||||
Dividends paid on common stock
|
(70
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
23
|
|
|
(70
|
)
|
||||||
Dividends to/from affiliates
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
(54
|
)
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
20
|
|
|
(148
|
)
|
|
4
|
|
|
—
|
|
|
(124
|
)
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
(Decrease) increase in cash, cash equivalents and restricted cash
|
—
|
|
|
(20
|
)
|
|
64
|
|
|
103
|
|
|
—
|
|
|
147
|
|
||||||
Cash, cash equivalents and restricted cash at beginning of period
|
—
|
|
|
36
|
|
|
878
|
|
|
255
|
|
|
—
|
|
|
1,169
|
|
||||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
942
|
|
|
$
|
358
|
|
|
$
|
—
|
|
|
$
|
1,316
|
|
•
|
Overview of CF Holdings
|
•
|
Our Company
|
•
|
Items Affecting Comparability of Results
|
•
|
Financial Executive Summary
|
•
|
Results of Consolidated Operations
|
•
|
First
Quarter of
2018
Compared to
First
Quarter of
2017
|
•
|
Operating Results by Business Segment
|
•
|
Liquidity and Capital Resources
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Critical Accounting Policies and Estimates
|
•
|
Recent Accounting Pronouncements
|
•
|
Forward-Looking Statements
|
•
|
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
14—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.
|
|
Three Months Ended March 31,
|
||||||||||||
|
2018
|
|
2017
|
||||||||||
|
Pre-Tax
|
After-Tax
|
|
Pre-Tax
|
After-Tax
|
||||||||
|
(in millions)
|
||||||||||||
Unrealized net mark-to-market (gain) loss on natural gas derivatives
(1)
|
$
|
(3
|
)
|
$
|
(2
|
)
|
|
$
|
53
|
|
$
|
33
|
|
Gain on foreign currency transactions including intercompany loans
(2)
|
(5
|
)
|
(4
|
)
|
|
—
|
|
—
|
|
||||
Costs related to the acquisition of TNCLP public units
(3)
|
2
|
|
1
|
|
|
—
|
|
—
|
|
(1)
|
Included in cost of sales in our consolidated statements of operations.
|
(2)
|
Included in other operating—net in our consolidated statements of operations.
|
(3)
|
Included in selling, general and administrative expenses in our consolidated statements of operations.
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2018
|
|
2017
|
|
2018 v. 2017
|
|||||||||
|
(in millions, except as noted)
|
|||||||||||||
Net sales
|
$
|
957
|
|
|
$
|
1,037
|
|
|
$
|
(80
|
)
|
|
(8
|
)%
|
Cost of sales
|
767
|
|
|
930
|
|
|
(163
|
)
|
|
(18
|
)%
|
|||
Gross margin
|
190
|
|
|
107
|
|
|
83
|
|
|
78
|
%
|
|||
Gross margin percentage
|
19.9
|
%
|
|
10.3
|
%
|
|
9.6
|
%
|
|
|
||||
Selling, general and administrative expenses
|
57
|
|
|
46
|
|
|
11
|
|
|
24
|
%
|
|||
Other operating—net
|
(21
|
)
|
|
6
|
|
|
(27
|
)
|
|
N/M
|
|
|||
Total other operating costs and expenses
|
36
|
|
|
52
|
|
|
(16
|
)
|
|
(31
|
)%
|
|||
Equity in earnings of operating affiliates
|
7
|
|
|
3
|
|
|
4
|
|
|
133
|
%
|
|||
Operating earnings
|
161
|
|
|
58
|
|
|
103
|
|
|
178
|
%
|
|||
Interest expense—net
|
57
|
|
|
79
|
|
|
(22
|
)
|
|
(28
|
)%
|
|||
Other non-operating—net
|
(1
|
)
|
|
1
|
|
|
(2
|
)
|
|
N/M
|
|
|||
Earnings (loss) before income taxes
|
105
|
|
|
(22
|
)
|
|
127
|
|
|
N/M
|
|
|||
Income tax provision (benefit)
|
17
|
|
|
(13
|
)
|
|
30
|
|
|
N/M
|
|
|||
Net earnings (loss)
|
88
|
|
|
(9
|
)
|
|
97
|
|
|
N/M
|
|
|||
Less: Net earnings attributable to noncontrolling interests
|
25
|
|
|
14
|
|
|
11
|
|
|
79
|
%
|
|||
Net earnings (loss) attributable to common stockholders
|
$
|
63
|
|
|
$
|
(23
|
)
|
|
$
|
86
|
|
|
N/M
|
|
Diluted net earnings (loss) per share attributable to common stockholders
|
$
|
0.27
|
|
|
$
|
(0.10
|
)
|
|
$
|
0.37
|
|
|
N/M
|
|
Diluted weighted-average common shares outstanding
|
234.8
|
|
|
233.1
|
|
|
1.7
|
|
|
1
|
%
|
|||
Dividends declared per common share
|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
$
|
—
|
|
|
—
|
%
|
Natural Gas Supplemental Data (per MMBtu)
|
|
|
|
|
|
|
|
|||||||
Natural gas costs in cost of sales
(1)
|
$
|
3.32
|
|
|
$
|
3.66
|
|
|
$
|
(0.34
|
)
|
|
(9
|
)%
|
Realized derivatives loss (gain) in cost of sales
(2)
|
0.01
|
|
|
(0.01
|
)
|
|
0.02
|
|
|
N/M
|
|
|||
Cost of natural gas in cost of sales
|
$
|
3.33
|
|
|
$
|
3.65
|
|
|
$
|
(0.32
|
)
|
|
(9
|
)%
|
Average daily market price of natural gas Henry Hub (Louisiana)
|
$
|
3.02
|
|
|
$
|
3.00
|
|
|
$
|
0.02
|
|
|
1
|
%
|
Average daily market price of natural gas National Balancing Point (UK)
|
$
|
8.20
|
|
|
$
|
5.98
|
|
|
$
|
2.22
|
|
|
37
|
%
|
Unrealized net mark-to-market (gain) loss on natural gas derivatives
|
$
|
(3
|
)
|
|
$
|
53
|
|
|
$
|
(56
|
)
|
|
N/M
|
|
Depreciation and amortization
|
$
|
193
|
|
|
$
|
205
|
|
|
$
|
(12
|
)
|
|
(6
|
)%
|
Capital expenditures
|
$
|
68
|
|
|
$
|
94
|
|
|
$
|
(26
|
)
|
|
(28
|
)%
|
Sales volume by product tons (000s)
|
4,303
|
|
|
4,745
|
|
|
(442
|
)
|
|
(9
|
)%
|
|||
Production volume by product tons (000s):
|
|
|
|
|
|
|
|
|||||||
Ammonia
(3)
|
2,508
|
|
|
2,508
|
|
|
—
|
|
|
—
|
%
|
|||
Granular urea
|
1,151
|
|
|
1,002
|
|
|
149
|
|
|
15
|
%
|
|||
UAN (32%)
|
1,805
|
|
|
1,817
|
|
|
(12
|
)
|
|
(1
|
)%
|
|||
AN
|
458
|
|
|
542
|
|
|
(84
|
)
|
|
(15
|
)%
|
(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)
|
Gross ammonia production, including amounts subsequently upgraded on-site into granular urea, UAN, or AN.
|
|
Ammonia
|
|
Granular
Urea
(1)
|
|
UAN
(1)(2)
|
|
AN
(1)
|
|
Other
(1)
|
|
Consolidated
|
||||||||||||
|
(in millions, except percentages)
|
||||||||||||||||||||||
Three months ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
212
|
|
|
$
|
264
|
|
|
$
|
283
|
|
|
$
|
100
|
|
|
$
|
98
|
|
|
$
|
957
|
|
Cost of sales
|
188
|
|
|
189
|
|
|
230
|
|
|
74
|
|
|
86
|
|
|
767
|
|
||||||
Gross margin
|
$
|
24
|
|
|
$
|
75
|
|
|
$
|
53
|
|
|
$
|
26
|
|
|
$
|
12
|
|
|
$
|
190
|
|
Gross margin percentage
|
11.3
|
%
|
|
28.4
|
%
|
|
18.7
|
%
|
|
26.0
|
%
|
|
12.2
|
%
|
|
19.9
|
%
|
||||||
Three months ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
282
|
|
|
$
|
238
|
|
|
$
|
317
|
|
|
$
|
125
|
|
|
$
|
75
|
|
|
$
|
1,037
|
|
Cost of sales
|
265
|
|
|
213
|
|
|
281
|
|
|
106
|
|
|
65
|
|
|
930
|
|
||||||
Gross margin
|
$
|
17
|
|
|
$
|
25
|
|
|
$
|
36
|
|
|
$
|
19
|
|
|
$
|
10
|
|
|
$
|
107
|
|
Gross margin percentage
|
6.0
|
%
|
|
10.5
|
%
|
|
11.4
|
%
|
|
15.2
|
%
|
|
13.3
|
%
|
|
10.3
|
%
|
(1)
|
The cost of products that are upgraded into other products is transferred at cost into the upgraded product results.
|
(2)
|
Cost of sales for our UAN segment for the
three months ended March 31, 2017
was adjusted to reflect the reclassification of $1 million of defined benefit plan costs to other operating-net as a result of our adoption of ASU No. 2017-07 on January 1, 2018. See Note
2—New Accounting Standards
for additional information.
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2018
|
|
2017
|
|
2018 v. 2017
|
|||||||||
|
(dollars in millions, except per ton amounts)
|
|||||||||||||
Net sales
|
$
|
212
|
|
|
$
|
282
|
|
|
$
|
(70
|
)
|
|
(25
|
)%
|
Cost of sales
|
188
|
|
|
265
|
|
|
(77
|
)
|
|
(29
|
)%
|
|||
Gross margin
|
$
|
24
|
|
|
$
|
17
|
|
|
$
|
7
|
|
|
41
|
%
|
Gross margin percentage
|
11.3
|
%
|
|
6.0
|
%
|
|
5.3
|
%
|
|
|
||||
Sales volume by product tons (000s)
|
664
|
|
|
920
|
|
|
(256
|
)
|
|
(28
|
)%
|
|||
Sales volume by nutrient tons (000s)
(1)
|
544
|
|
|
754
|
|
|
(210
|
)
|
|
(28
|
)%
|
|||
Average selling price per product ton
|
$
|
319
|
|
|
$
|
307
|
|
|
$
|
12
|
|
|
4
|
%
|
Average selling price per nutrient ton
(1)
|
$
|
390
|
|
|
$
|
374
|
|
|
$
|
16
|
|
|
4
|
%
|
Gross margin per product ton
|
$
|
36
|
|
|
$
|
18
|
|
|
$
|
18
|
|
|
100
|
%
|
Gross margin per nutrient ton
(1)
|
$
|
44
|
|
|
$
|
23
|
|
|
$
|
21
|
|
|
91
|
%
|
Depreciation and amortization
|
$
|
25
|
|
|
$
|
44
|
|
|
$
|
(19
|
)
|
|
(43
|
)%
|
Unrealized net mark-to-market (gain) loss on natural gas derivatives
|
$
|
(1
|
)
|
|
$
|
17
|
|
|
$
|
(18
|
)
|
|
N/M
|
|
(1)
|
Ammonia represents 82% nitrogen content. Nutrient tons represent the equivalent tons of nitrogen within the product tons.
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2018
|
|
2017
|
|
2018 v. 2017
|
|||||||||
|
(dollars in millions, except per ton amounts)
|
|||||||||||||
Net sales
|
$
|
264
|
|
|
$
|
238
|
|
|
$
|
26
|
|
|
11
|
%
|
Cost of sales
|
189
|
|
|
213
|
|
|
(24
|
)
|
|
(11
|
)%
|
|||
Gross margin
|
$
|
75
|
|
|
$
|
25
|
|
|
$
|
50
|
|
|
200
|
%
|
Gross margin percentage
|
28.4
|
%
|
|
10.5
|
%
|
|
17.9
|
%
|
|
|
||||
Sales volume by product tons (000s)
|
982
|
|
|
958
|
|
|
24
|
|
|
3
|
%
|
|||
Sales volume by nutrient tons (000s)
(1)
|
452
|
|
|
441
|
|
|
11
|
|
|
2
|
%
|
|||
Average selling price per product ton
|
$
|
269
|
|
|
$
|
248
|
|
|
$
|
21
|
|
|
8
|
%
|
Average selling price per nutrient ton
(1)
|
$
|
584
|
|
|
$
|
540
|
|
|
$
|
44
|
|
|
8
|
%
|
Gross margin per product ton
|
$
|
76
|
|
|
$
|
26
|
|
|
$
|
50
|
|
|
192
|
%
|
Gross margin per nutrient ton
(1)
|
$
|
166
|
|
|
$
|
57
|
|
|
$
|
109
|
|
|
191
|
%
|
Depreciation and amortization
|
$
|
59
|
|
|
$
|
53
|
|
|
$
|
6
|
|
|
11
|
%
|
Unrealized net mark-to-market (gain) loss on natural gas derivatives
|
$
|
(1
|
)
|
|
$
|
14
|
|
|
$
|
(15
|
)
|
|
N/M
|
|
(1)
|
Granular urea represents 46% nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2018
|
|
2017
|
|
2018 v. 2017
|
|||||||||
|
(dollars in millions, except per ton amounts)
|
|||||||||||||
Net sales
|
$
|
283
|
|
|
$
|
317
|
|
|
$
|
(34
|
)
|
|
(11
|
)%
|
Cost of sales
|
230
|
|
|
281
|
|
|
(51
|
)
|
|
(18
|
)%
|
|||
Gross margin
|
$
|
53
|
|
|
$
|
36
|
|
|
$
|
17
|
|
|
47
|
%
|
Gross margin percentage
|
18.7
|
%
|
|
11.4
|
%
|
|
7.3
|
%
|
|
|
||||
Sales volume by product tons (000s)
|
1,669
|
|
|
1,849
|
|
|
(180
|
)
|
|
(10
|
)%
|
|||
Sales volume by nutrient tons (000s)
(1)
|
527
|
|
|
584
|
|
|
(57
|
)
|
|
(10
|
)%
|
|||
Average selling price per product ton
|
$
|
170
|
|
|
$
|
171
|
|
|
$
|
(1
|
)
|
|
(1
|
)%
|
Average selling price per nutrient ton
(1)
|
$
|
537
|
|
|
$
|
543
|
|
|
$
|
(6
|
)
|
|
(1
|
)%
|
Gross margin per product ton
|
$
|
32
|
|
|
$
|
19
|
|
|
$
|
13
|
|
|
68
|
%
|
Gross margin per nutrient ton
(1)
|
$
|
101
|
|
|
$
|
62
|
|
|
$
|
39
|
|
|
63
|
%
|
Depreciation and amortization
|
$
|
63
|
|
|
$
|
65
|
|
|
$
|
(2
|
)
|
|
(3
|
)%
|
Unrealized net mark-to-market (gain) loss on natural gas derivatives
|
$
|
(1
|
)
|
|
$
|
16
|
|
|
$
|
(17
|
)
|
|
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.
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2018
|
|
2017
|
|
2018 v. 2017
|
|||||||||
|
(dollars in millions, except per ton amounts)
|
|||||||||||||
Net sales
|
$
|
100
|
|
|
$
|
125
|
|
|
$
|
(25
|
)
|
|
(20
|
)%
|
Cost of sales
|
74
|
|
|
106
|
|
|
(32
|
)
|
|
(30
|
)%
|
|||
Gross margin
|
$
|
26
|
|
|
$
|
19
|
|
|
$
|
7
|
|
|
37
|
%
|
Gross margin percentage
|
26.0
|
%
|
|
15.2
|
%
|
|
10.8
|
%
|
|
|
||||
Sales volume by product tons (000s)
|
417
|
|
|
568
|
|
|
(151
|
)
|
|
(27
|
)%
|
|||
Sales volume by nutrient tons (000s)
(1)
|
140
|
|
|
191
|
|
|
(51
|
)
|
|
(27
|
)%
|
|||
Average selling price per product ton
|
$
|
240
|
|
|
$
|
220
|
|
|
$
|
20
|
|
|
9
|
%
|
Average selling price per nutrient ton
(1)
|
$
|
714
|
|
|
$
|
654
|
|
|
$
|
60
|
|
|
9
|
%
|
Gross margin per product ton
|
$
|
62
|
|
|
$
|
33
|
|
|
$
|
29
|
|
|
88
|
%
|
Gross margin per nutrient ton
(1)
|
$
|
186
|
|
|
$
|
99
|
|
|
$
|
87
|
|
|
88
|
%
|
Depreciation and amortization
|
$
|
18
|
|
|
$
|
19
|
|
|
$
|
(1
|
)
|
|
(5
|
)%
|
Unrealized net mark-to-market loss on natural gas derivatives
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
(2
|
)
|
|
(100
|
)%
|
(1)
|
Nutrient tons represent the tons of nitrogen within the product tons.
|
•
|
Diesel exhaust fluid (DEF) is an aqueous urea solution typically made with 32.5% high-purity urea and 67.5% deionized water.
|
•
|
Urea liquor is a liquid product that we sell in concentrations of 40%, 50% and 70% urea as a chemical intermediate.
|
•
|
Nitric acid is a nitrogen-based product with a nitrogen content of 22.2%.
|
•
|
Compound fertilizer products (NPKs) are solid granular fertilizer products for which the nutrient content is a combination of nitrogen, phosphorus, and potassium.
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2018
|
|
2017
|
|
2018 v. 2017
|
|||||||||
|
(dollars in millions, except per ton amounts)
|
|||||||||||||
Net sales
|
$
|
98
|
|
|
$
|
75
|
|
|
$
|
23
|
|
|
31
|
%
|
Cost of sales
|
86
|
|
|
65
|
|
|
21
|
|
|
32
|
%
|
|||
Gross margin
|
$
|
12
|
|
|
$
|
10
|
|
|
$
|
2
|
|
|
20
|
%
|
Gross margin percentage
|
12.2
|
%
|
|
13.3
|
%
|
|
(1.1
|
)%
|
|
|
||||
Sales volume by product tons (000s)
|
571
|
|
|
450
|
|
|
121
|
|
|
27
|
%
|
|||
Sales volume by nutrient tons (000s)
(1)
|
111
|
|
|
88
|
|
|
23
|
|
|
26
|
%
|
|||
Average selling price per product ton
|
$
|
172
|
|
|
$
|
167
|
|
|
$
|
5
|
|
|
3
|
%
|
Average selling price per nutrient ton
(1)
|
$
|
883
|
|
|
$
|
852
|
|
|
$
|
31
|
|
|
4
|
%
|
Gross margin per product ton
|
$
|
21
|
|
|
$
|
22
|
|
|
$
|
(1
|
)
|
|
(5
|
)%
|
Gross margin per nutrient ton
(1)
|
$
|
108
|
|
|
$
|
114
|
|
|
$
|
(6
|
)
|
|
(5
|
)%
|
Depreciation and amortization
|
$
|
17
|
|
|
$
|
12
|
|
|
$
|
5
|
|
|
42
|
%
|
Unrealized net mark-to-market loss on natural gas derivatives
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
(4
|
)
|
|
(100
|
)%
|
(1)
|
Nutrient tons represent the tons of nitrogen within the product tons.
|
|
Effective Interest Rate
|
|
March 31,
2018 |
|
December 31,
2017 |
||||||||||||
|
|
Principal
|
|
Carrying Amount
(1)
|
|
Principal
|
|
Carrying Amount
(1)
|
|||||||||
|
|
|
(in millions)
|
||||||||||||||
Public Senior Notes:
|
|
|
|
|
|
|
|
|
|
||||||||
7.125% due May 2020
|
7.529%
|
|
$
|
500
|
|
|
$
|
496
|
|
|
$
|
500
|
|
|
$
|
496
|
|
3.450% due June 2023
|
3.562%
|
|
750
|
|
|
746
|
|
|
750
|
|
|
746
|
|
||||
5.150% due March 2034
|
5.279%
|
|
750
|
|
|
740
|
|
|
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
|
|
|
493
|
|
||||
4.500% due December 2026
|
4.759%
|
|
750
|
|
|
736
|
|
|
750
|
|
|
736
|
|
||||
Total long-term debt
|
|
|
$
|
4,750
|
|
|
$
|
4,693
|
|
|
$
|
4,750
|
|
|
$
|
4,692
|
|
(1)
|
Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was
$12 million
as of both
March 31, 2018
and
December 31, 2017
, and total deferred debt issuance costs were
$45 million
and
$46 million
as of
March 31, 2018
and
December 31, 2017
, respectively.
|
•
|
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.
|
|
Issuer Purchases of Equity Securities
|
||||||||||||
Period
|
Total
Number
of Shares
(or Units)
Purchased
(1)
|
|
Average
Price Paid
per Share
(or Unit)
|
|
Total 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)
|
||||||
January 1, 2018 - January 31, 2018
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
February 1, 2018 - February 28, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
March 1, 2018 - March 31, 2018
|
11,994
|
|
|
44.56
|
|
|
—
|
|
|
—
|
|
||
Total
|
11,994
|
|
|
$
|
44.56
|
|
|
—
|
|
|
|
|
A list of exhibits filed with this Report on Form 10-Q (or incorporated by reference to exhibits previously filed or furnished) is provided in the Exhibit Index on page
54
of this report.
|
Exhibit No.
|
Description
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
101
|
|
The following financial information from CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, formatted in XBRL (eXtensible Business Reporting Language): (1) Consolidated Statements of Operations, (2) Consolidated Statements of Comprehensive Income (Loss), (3) Consolidated Balance Sheets, (4) Consolidated Statements of Equity, (5) Consolidated Statements of Cash Flows, and (6) the Notes to Unaudited Consolidated Financial Statements
|
*
|
Schedules (or similar attachments) have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules (or similar attachments) upon request by the U.S. Securities and Exchange Commission.
|
|
|
CF INDUSTRIES HOLDINGS, INC.
|
|
|
Date: May 3, 2018
|
By:
|
/s/ W. ANTHONY WILL
|
|
|
|
W. Anthony Will
President and Chief Executive Officer
(Principal Executive Officer)
|
|
Date: May 3, 2018
|
By:
|
/s/ DENNIS P. KELLEHER
|
|
|
|
Dennis P. Kelleher
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
CF INDUSTRIES NITROGEN, LLC
|
|
By:
|
/s/ Douglas C. Barnard
|
Name: Douglas C. Barnard
Title: Senior Vice President, General Counsel, and
Secretary
|
CF USA HOLDINGS, LLC
|
|
By:
|
/s/ Douglas C. Barnard
|
Name: Douglas C. Barnard
Title: Senior Vice President, General Counsel, and Secretary
|
CF INDUSTRIES SALES, LLC
|
|
By:
|
/s/ Douglas C. Barnard
|
Name: Douglas C. Barnard
Title: Senior Vice President, General Counsel, and Secretary
|
CHS INC.
|
|
By:
|
/s/ Richard A. Dusek
|
Name: Richard A. Dusek
Title:
|
CF USA HOLDINGS, LLC
|
|
By:
|
_____________________________________
|
Name: Douglas C. Barnard
Title: Senior Vice President, General Counsel, and Secretary
|
Section 1.
|
Registered Office
|
Section 2.
|
Other Offices
|
Section 1.
|
Place of Meetings
|
Section 2.
|
Annual Meetings
|
Section 3.
|
Special Meetings
|
Section 4.
|
Nature of Business at Annual Meetings of Stockholders
|
Section 5.
|
Nomination of Directors
|
Section 6.
|
Notice
|
Section 7.
|
Adjournments
|
Section 8.
|
Quorum
|
Section 9.
|
Voting
|
Section 10.
|
Proxies
|
i.
|
A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.
|
ii.
|
A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram or cablegram to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such telegram or cablegram, provided that any such telegram or cablegram must either set forth or be submitted with information from which it can be determined that the telegram or cablegram was authorized by the stockholder. If it is determined that such telegrams or cablegrams are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information on which they relied.
|
Section 11.
|
List of Stockholders Entitled to Vote
|
Section 12.
|
Record Date
|
Section 13.
|
Stock Ledger
|
Section 14.
|
Conduct of Meetings
|
Section 15.
|
Inspectors of Election
|
Section 16.
|
Proxy Access
|
Section 1.
|
Number and Election of Directors
|
Section 2.
|
Vacancies
|
Section 3.
|
Duties and Powers
|
Section 4.
|
Meetings
|
Section 5.
|
Organization
|
Section 6.
|
Resignations and Removals of Directors
|
Section 7.
|
Quorum
|
Section 8.
|
Actions of the Board by Written Consent
|
Section 9.
|
Meetings by Means of Conference Telephone
|
Section 10.
|
Committees
|
Section 11.
|
Compensation
|
Section 12.
|
Interested Directors
|
Section 13.
|
Qualifications
|
Section 1.
|
General
|
Section 2.
|
Election
|
Section 3.
|
Voting Securities Owned by the Corporation
|
Section 4.
|
Chairman of the Board of Directors
|
Section 5.
|
President
|
Section 6.
|
Chief Financial Officer
|
Section 7.
|
Vice Presidents
|
Section 8.
|
Secretary
|
Section 9.
|
Treasurer
|
Section 10.
|
Assistant Secretaries
|
Section 11.
|
Assistant Treasurers
|
Section 12.
|
Other Officers
|
Section 1.
|
Form of Certificates
|
Section 2.
|
Signatures
|
Section 3.
|
Lost Certificates
|
Section 4.
|
Transfers
|
Section 5.
|
Dividend Record Date
|
Section 6.
|
Record Owners
|
Section 7.
|
Transfer and Registry Agents
|
Section 1.
|
Notices
|
Section 2.
|
Waivers of Notice
|
Section 1.
|
Dividends
|
Section 2.
|
Disbursements
|
Section 3.
|
Fiscal Year
|
Section 4.
|
Corporate Seal
|
Section 5.
|
Interpretations and Determinations
|
Section 1.
|
Power to Indemnify in Actions, Suits or Proceedings other than those by or in the Right of the Corporation
|
Section 2.
|
Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation
|
Section 3.
|
Authorization of Indemnification
|
Section 4.
|
Good Faith Defined
|
Section 5.
|
Indemnification by a Court
|
Section 6.
|
Expenses Payable in Advance
|
Section 7.
|
Nonexclusivity of Indemnification and Advancement of Expenses
|
Section 8.
|
Insurance
|
Section 9.
|
Certain Definitions
|
Section 10.
|
Survival of Indemnification and Advancement of Expenses
|
Section 11.
|
Limitation on Indemnification
|
Section 12.
|
Indemnification of Employees and Agents
|
Section 13.
|
Enforceability
|
Section 1.
|
Amendments
|
Section 2.
|
Entire Board of Directors
|
By:
|
/s/ Daniel L. Swenson
|
Name:
|
Daniel L. Swenson
|
Title:
|
Vice President, Treasurer, and Assistant Secretary
|
By:
|
/s/ Daniel L. Swenson
|
Name:
|
Daniel L. Swenson
|
Title:
|
Vice President, Treasurer, and Assistant Secretary
|
By:
|
/s/ Barry D. Somrock
|
Name:
|
Barry D. Somrock
|
Title:
|
Vice President
|
By:
|
/s/ Barry D. Somrock
|
Name:
|
Barry D. Somrock
|
Title:
|
Vice President
|
By:
|
/s/ Daniel L. Swenson
|
Name:
|
Daniel L. Swenson
|
Title:
|
Vice President, Treasurer, and Assistant Secretary
|
By:
|
/s/ Daniel L. Swenson
|
Name:
|
Daniel L. Swenson
|
Title:
|
Vice President, Treasurer, and Assistant Secretary
|
By:
|
/s/ Barry D. Somrock
|
Name:
|
Barry D. Somrock
|
Title:
|
Vice President
|
By:
|
/s/ Barry D. Somrock
|
Name:
|
Barry D. Somrock
|
Title:
|
Vice President
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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:
|
May 3, 2018
|
|
/s/ W. ANTHONY WILL
|
|
|
|
W. Anthony Will
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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:
|
May 3, 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:
|
May 3, 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:
|
May 3, 2018
|
|