CF Industries Holdings, Inc. (Form: 10-Q, Received: 05/03/2018 13:35:21)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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

CF INDUSTRIES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)



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)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

233,359,653 shares of the registrant’s common stock, $0.01 par value per share, were outstanding at April 30, 2018 .

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CF INDUSTRIES HOLDINGS, INC.

TABLE OF CONTENTS



PART I.	Financial Information
	Item 1.	Financial Statements (unaudited)
		Consolidated Statements of Operations	1
		Consolidated Statements of Comprehensive Income (Loss)	2
		Consolidated Balance Sheets	3
		Consolidated Statements of Equity	4
		Consolidated Statements of Cash Flows	5
		Notes to Unaudited Consolidated Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	51
	Item 4.	Controls and Procedures	52
PART II.	Other Information
	Item 1.	Legal Proceedings	52
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
	Item 6.	Exhibits	53

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CF INDUSTRIES HOLDINGS, INC.

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



	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

See accompanying Notes to Unaudited Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)



	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	)

See accompanying Notes to Unaudited Consolidated Financial Statements.

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CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS



	(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

See accompanying Notes to Unaudited Consolidated Financial Statements.

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CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)



	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

See accompanying Notes to Unaudited Consolidated Financial Statements.

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CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	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

See accompanying Notes to Unaudited Consolidated Financial Statements.

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CF INDUSTRIES HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1 . Background and Basis of Presentation

We are a leading global fertilizer and chemical company with outstanding operational capabilities and a highly cost advantaged production and distribution platform. Our 3,000 employees operate world-class manufacturing complexes in Canada, the United Kingdom and the United States. Our principal customers are cooperatives, independent fertilizer distributors, farmers and industrial users. Our principal nitrogen fertilizer products are ammonia, granular urea, urea ammonium nitrate solution (UAN) and ammonium nitrate (AN). Our other nitrogen products include diesel exhaust fluid (DEF), urea liquor, nitric acid and aqua ammonia, which are sold primarily to our industrial customers, and compound fertilizer products (NPKs), which are solid granular fertilizer products for which the nutrient content is a combination of nitrogen, phosphorus, and potassium. We serve our customers in North America through an unparalleled production, storage, transportation and distribution network. We also reach a global customer base with exports from our Donaldsonville, Louisiana, plant, the world’s largest and most flexible nitrogen complex. Additionally, we move product to international destinations from our Yazoo City, Mississippi, facility, and our Billingham and Ince facilities in the United Kingdom, and from a joint venture ammonia facility in the Republic of Trinidad and Tobago in which we own a 50 percent interest.

All references to “CF Holdings,” “the Company,” “we,” “us” and “our” refer to CF Industries Holdings, Inc. and its subsidiaries, except where the context makes clear that the reference is only to CF Industries Holdings, Inc. itself and not its subsidiaries. All references to “CF Industries” refer to CF Industries, Inc., a 100% owned subsidiary of CF Industries Holdings, Inc.

The accompanying unaudited interim consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements for the year ended December 31, 2017 , in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial reporting. In the opinion of management, these statements reflect all adjustments, consisting only of normal and recurring adjustments, that are necessary for the fair representation of the information for the periods presented. The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Operating results for any period presented apply to that period only and are not necessarily indicative of results for any future period.

The accompanying unaudited interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements and related disclosures included in our 2017 Annual Report on Form 10-K filed with the SEC on February 22, 2018. The preparation of the unaudited interim consolidated financial statements requires us to make use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the unaudited consolidated financial statements and the reported revenues and expenses for the periods presented. Significant estimates and assumptions are used for, but are not limited to, net realizable value of inventories, environmental remediation liabilities, environmental and litigation contingencies, the cost of customer incentives, useful lives of property and identifiable intangible assets, the assumptions used in the evaluation of potential impairments of property, investments, identifiable intangible assets and goodwill, income tax and valuation reserves, allowances for doubtful accounts receivable, the measurement of the fair values of investments for which markets are not active, assumptions used in the determination of the funded status and annual expense of defined benefit pension and other postretirement benefit plans and the assumptions used in the valuation of stock-based compensation awards granted to employees.

During the first quarter of 2018, we adopted Accounting Standards Update (ASU) No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. As a result, we reclassified certain amounts in our consolidated statements of operations for the three months ended March 31, 2017 . See Note 2—New Accounting Standards for additional information.

During the first quarter of 2018, we adopted ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. As a result, in our consolidated statements of cash flows for the three months ended March 31, 2017 , we have reclassified $1 million of withdrawals from restricted cash funds, previously classified as cash flows provided by investing activities, to be included in the reconciliation of the beginning and ending balances of cash, cash equivalents and restricted cash. See Note 2—New Accounting Standards for additional information.

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CF INDUSTRIES HOLDINGS, INC.

2 . New Accounting Standards

Recently Adopted Pronouncements

On January 1, 2018, we adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments. Additionally, the costs to obtain and fulfill a contract, including assets to be recognized, are to be capitalized and such capitalized costs should be disclosed. In 2016, the Financial Accounting Standards Board (FASB) issued additional ASUs that enhanced the operability of the principal versus agent guidance in ASU No. 2014-09 by clarifying that an entity should consider the nature of each good or service promised to a customer at the individual good or service level, clarified that ASU No. 2014-09 should not be applied to immaterial performance obligations, and enhanced the guidance around the treatment of shipping costs incurred to fulfill performance obligations. Our adoption of this ASU, utilizing the modified retrospective approach on contracts that were not completed as of January 1, 2018, resulted in a reduction to opening retained earnings of $1 million related to the cumulative difference between ASC 605 and ASC 606. See Note 3—Revenue Recognition for additional information.

On January 1, 2018, we adopted ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities, which changes the income statement impact of equity investments held by an entity. The amendments require the unrealized gains or unrealized losses of equity instruments measured at fair value to be recognized in net income. Our adoption of this ASU resulted in an increase to opening retained earnings of $1 million representing the cumulative effect of unrealized gains from equity securities from accumulated other comprehensive income (loss).

On January 1, 2018, we adopted ASU No. 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash - a consensus of the FASB Emerging Issues Task Force, which requires that the statement of cash flows include amounts described as restricted cash and restricted cash equivalents as part of cash and cash equivalents when reconciling the beginning and ending period total amounts. Upon adoption of this ASU, $1 million of withdrawals from restricted cash funds previously reflected as cash provided by investing activities for the three months ended March 31, 2017, and our restricted cash of $5 million and $4 million as of December 31, 2016 and March 31, 2017, respectively, were reclassified to be included within the reconciliation of beginning and ending cash, cash equivalents and restricted cash balances on our consolidated statement of cash flows.

On January 1, 2018, we adopted ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which changed the presentation of net benefit cost related to employer sponsored defined benefit plans and other postretirement benefits. Only service cost can be included within the same income statement line item as other compensation costs arising from services rendered during the period, while other components of net benefit cost must be presented separately outside of operating income. Additionally, only service costs may be capitalized on the balance sheet. Our adoption of this ASU was applied retrospectively for the income statement classification requirements and prospectively for the capitalization guidance, which resulted in $1 million of net benefit cost previously recognized in cost of sales to be reclassifed to other non-operating on our consolidated statement of operations for the three months ended March 31, 2017.

On January 1, 2018, we adopted ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Our adoption of this ASU had no impact on our consolidated financial statements.

Recently Issued Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes the lease accounting requirements in ASC Topic 840, Leases. This ASU will require lessees to recognize the rights and obligations resulting from virtually all leases (other than leases that meet the definition of a short-term lease) on their balance sheets as right-of-use assets with corresponding lease liabilities. Extensive quantitative and qualitative disclosures, including significant judgments made by management, will be required to provide greater insight into the extent of income and expense recognized and expected to be recognized from existing contracts. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted, and requires the modified retrospective method of adoption. While we are continuing to evaluate the impact of the adoption of this ASU on our consolidated financial statements, we currently believe the most significant change relates to the recognition of the right-of-use assets and lease liabilities on our

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balance sheet for operating leases for certain property and equipment, including transportation equipment utilized for the distribution of our products.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which improves the financial reporting of hedging relationships in order to better portray the economic results of an entity’s risk management activities in its financial statements. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, and should be applied to existing hedging relationships as of the date of adoption. Early adoption of this ASU is permitted. We do not expect the adoption of this ASU will have a material effect on our consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and for interim periods therein. Early adoption of this ASU is permitted. We do not expect the adoption of this ASU will have a material effect on our consolidated financial statements.

3 . Revenue Recognition

The revenue that we recognize arises from contracts we have with our customers. Our performance obligations under a contract correspond to each shipment of product that we make to our customer under the contract; as a result each contract may have more than one performance obligation based on the number of products ordered, the quantity of product to be shipped and the mode of shipment requested by the customer. Control of our products transfers to our customers when the customer is able to direct the use of, and obtain substantially all of the benefits from, our products, which generally occurs at the later of when the customer obtains title to our product or when the customer assumes risk of loss of our product. The transfer of control generally occurs at a point in time upon loading of our product onto transportation equipment or upon delivery to the customer’s intended destination. Once this occurs, we have satisfied our performance obligation and we recognize revenue.

When we enter into a contract with a customer, we are obligated to provide the product during a mutually agreed upon time period. Depending on the terms of the contract, either we or the customer arranges delivery of the product to the customer’s intended destination. In situations where we have agreed to arrange delivery of the product to the customer’s intended destination and control of the product transfers upon loading of our product onto transportation equipment, we have elected to account for any freight income associated with the delivery of these products as freight revenue, since this activity fulfills our obligation to transfer the product to the customer. For the three months ended March 31, 2018 , the total amount of freight recognized as revenue was not material.

Certain of our contracts require us to supply products on a continuous basis to the customer. We recognize revenue on these contracts based on the quantity of products transferred to the customer during the period. For the three months ended March 31, 2018 , the amount of revenue for these types of transactions was $25 million .

From time to time, we will enter into the marketplace to purchase the needed product in order to meet our customer contracts. When we purchase product to meet customer contracts, we are the principal in the transaction and recognize revenue on a gross basis. As discussed in Note 8—Equity Method Investments , we have transactions in the normal course of business with Point Lisas Nitrogen Limited (PLNL), reflecting our obligation to purchase 50% of the ammonia produced by PLNL at current market prices. For the three months ended March 31, 2018 , other than products purchased from PLNL, we did not purchase any products in the marketplace in order to meet our customer contracts.

Transaction Price

We agree with our customers on the selling price of each transaction. This transaction price is generally based on the product, market conditions, including supply and demand balances, freight arrangements including where control transfers, and customer incentives. In our contracts with customers, we allocate the entire transaction price to the sale of product to the customer, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Returns of our product by our customers are permitted only when the product is not to specification, and were not material for the three months ended March 31, 2018. Any sales tax, value added tax, and other tax we collect concurrently with our revenue-producing activities are excluded from revenue.

We offer cash incentives to certain customers based on the volume of their purchases over a certain period. These incentives do not provide an option to the customer for additional product. Customer incentives are reported as a reduction in net sales. Accrual of these incentives involves the use of estimates, including how much product the customer will purchase and

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whether the customer will achieve a certain level of purchases within the incentive period. The balances of customer incentives accrued at March 31, 2018, and December 31, 2017 were not material.

If we continued to apply legacy revenue recognition guidance for the first three months of 2018, our revenues, gross margin, and net income attributable to common shareholders would not have been materially different. See Note 2—New Accounting Standards for the impact of our adoption of ASU No. 2014-09.

Revenue Disaggregation

We track our revenue by product and by geography. See Note 17—Segment Disclosures for our revenue by reportable segment, which are ammonia, granular urea, UAN, AN, and Other.

The following table summarizes our revenue by product and by geography (based on destination of our shipment) for the three months ended March 31, 2018 :



	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

Accounts Receivable and Customer Advances

Our customers purchase our products through sales on credit or forward sales. Products sold to our customers on credit are recorded as accounts receivable when the customer obtains control of the product. Customers that purchase our products on credit are required to pay in accordance with our customary payment terms, which are generally less than 30 days. For the three months ended March 31, 2018 , the amount of customer bad debt expense recognized was immaterial.

For forward sales, the customer prepays a portion of the value of the sales contract prior to obtaining control of the product. These prepayments, when received, are recorded as customer advances and are recognized as revenue when the customer obtains control of the product. Forward sales are customarily offered for periods of less than one year in advance of when the customer obtains control of the product.

As of March 31, 2018 and December 31, 2017 , we had $154 million and $89 million , respectively, in customer advances on our consolidated balance sheets. The increase in the balance of customer advances was primarily caused by customers purchasing fertilizer for future delivery in anticipation of the spring application season and improvement in the current conditions of the fertilizer market. During the three months ended March 31, 2018, we recognized approximately $65 million of revenue related to customer advances that were on our consolidated balance sheet as of December 31, 2017. We expect that all of our customer advances that were recorded as of December 31, 2017, will be recognized as revenue during 2018.

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We have certain customer contracts with performance obligations that extend beyond one year and if the customer does not take the required amount of product specified in the contract, then the customer is required to make a payment to us, which may vary based upon the terms and conditions of the applicable contract. As of March 31, 2018, the minimum product tonnage to be sold under such contracts with original contract durations of more than one year are as follows:



	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.

The amount of revenue recognized on these obligations at the time control transfers to our customer will be based on the agreed upon price with our customer that is specified in the customer contract. Other than in the table above, any performance obligations with our customers that were unfulfilled or partially filled at December 31, 2017 will be satisfied in 2018.

All of our contracts require that the period between the payment for goods and the transfer of those goods to the customer occur within normal contractual terms that do not exceed one year; therefore, we have not adjusted the transaction price of any of our contracts to recognize a significant financing component. We have also expensed any incremental costs associated with obtaining a contract that has a duration of less than one year, and there were no costs capitalized during the three months ending March 31, 2018 .

4 . Net Earnings (Loss) Per Share

Net earnings (loss) per share were computed as follows:



	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	)

In the computation of diluted earnings per common share, potentially dilutive stock options are excluded if the effect of their inclusion is anti-dilutive. Shares for anti-dilutive stock options not included in the computation of diluted earnings per common share were 2.0 million and 6.6 million for the three months ended March 31, 2018 and 2017 , respectively.

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CF INDUSTRIES HOLDINGS, INC.

5 . Inventories

Inventories consist of the following:



	March 31, 2018		December 31, 2017
	(in millions)
Finished goods	$	363	$	233
Raw materials, spare parts and supplies	38		42
Total inventories	$	401	$	275

6 . Property, Plant and Equipment—Net

Property, plant and equipment—net consists of the following:



	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.

Depreciation and amortization related to property, plant and equipment was $185 million and $197 million for the three months ended March 31, 2018 and 2017 , respectively.

Plant turnarounds —Scheduled inspections, replacements and overhauls of plant machinery and equipment at our continuous process manufacturing facilities during a full plant shutdown are referred to as plant turnarounds. The expenditures related to turnarounds are capitalized in property, plant and equipment when incurred. The following is a summary of capitalized plant turnaround costs:



	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

Scheduled replacements and overhauls of plant machinery and equipment include the dismantling, repair or replacement and installation of various components including piping, valves, motors, turbines, pumps, compressors, heat exchangers and the replacement of catalysts when a full plant shutdown occurs. Scheduled inspections are also conducted during full plant shutdowns, including required safety inspections which entail the disassembly of various components such as steam boilers, pressure vessels and other equipment requiring safety certifications. Internal employee costs and overhead amounts are not considered turnaround costs and are not capitalized.

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CF INDUSTRIES HOLDINGS, INC.

7 . Goodwill and Other Intangible Assets

The following table shows the carrying amount of goodwill by reportable segment as of March 31, 2018 and December 31, 2017 :



	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

All of our identifiable intangible assets have definite lives and are presented in other assets on our consolidated balance sheets at gross carrying amount, net of accumulated amortization, as follows:



	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

Amortization expense of our identifiable intangible assets for each of the three -month periods ended March 31, 2018 and 2017 was $2 million . Our intangible assets are being amortized over a weighted-average life of approximately 20 years. Total estimated amortization expense for the remainder of 2018 and each of the five succeeding fiscal years is as follows:



	Estimated Amortization Expense
	(in millions)
Remainder of 2018	$	8
2019	9
2020	9
2021	9
2022	9
2023	9

8 . Equity Method Investments

We have a 50% ownership interest in PLNL, which operates an ammonia production facility in the Republic of Trinidad and Tobago. We include our share of the net earnings from this equity method investment as an element of earnings from operations because PLNL provides additional production to our operations and is integrated with our other supply chain and sales activities in the ammonia segment.

As of March 31, 2018 , the total carrying value of our equity method investment in PLNL of $100 million was $51 million more than our share of PLNL’s book value. The excess is attributable to the purchase accounting impact of our acquisition of the investment in PLNL and reflects the revaluation of property, plant and equipment. The increased basis for property, plant and equipment is being amortized over a remaining period of approximately 15 years . Our equity in earnings of PLNL is different from our ownership interest in income reported by PLNL due to amortization of this basis difference.

We have transactions in the normal course of business with PLNL reflecting our obligation to purchase 50% of the ammonia produced by PLNL at current market prices. Our ammonia purchases from PLNL totaled $29 million and $20 million for the three months ended March 31, 2018 and 2017 , respectively.

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CF INDUSTRIES HOLDINGS, INC.

9 . Fair Value Measurements

Our cash and cash equivalents and other investments consist of the following:



	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

Under our short-term investment policy, we may invest our cash balances, either directly or through mutual funds, in several types of investment-grade securities, including notes and bonds issued by governmental entities or corporations. Securities issued by governmental entities include those issued directly by the U.S. and Canadian federal governments; those issued by state, local or other governmental entities; and those guaranteed by entities affiliated with governmental entities.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present assets and liabilities included in our consolidated balance sheets as of March 31, 2018 and December 31, 2017 that are recognized at fair value on a recurring basis, and indicate the fair value hierarchy utilized to determine such fair value:



	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		)	—

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CF INDUSTRIES HOLDINGS, INC.



	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		)	—

Cash Equivalents

As of March 31, 2018 and December 31, 2017 , our cash equivalents consisted primarily of U.S. and Canadian government obligations and money market mutual funds that invest in U.S. government obligations and other investment-grade securities.

Nonqualified Employee Benefit Trusts

We maintain trusts associated with certain nonqualified supplemental pension plans. The fair values of the trust assets are based on daily quoted prices in an active market, which represent the net asset values of the shares held in the trusts, and are included on our consolidated balance sheets in other assets. Debt securities are accounted for as available-for sale securities. In the first quarter of 2018, as a result of our adoption of ASU 2016-01, changes in the fair value of equity securities in the trust assets are recognized through earnings. See Note 2—New Accounting Standards for additional information.

Derivative Instruments

The derivative instruments that we use are primarily natural gas fixed price swaps, natural gas basis swaps and natural gas options traded in the over-the-counter (OTC) markets with multinational commercial banks, other major financial institutions or large energy companies. The natural gas derivative contracts represent anticipated natural gas needs for future periods and settlements are scheduled to coincide with anticipated natural gas purchases during those future periods. The natural gas derivative contracts settle using primarily NYMEX futures prices. To determine the fair value of these instruments, we use quoted market prices from NYMEX and standard pricing models with inputs derived from or corroborated by observable market data such as forward curves supplied by an industry-recognized independent third party. See Note 13—Derivative Financial Instruments for additional information.

Embedded Derivative Liability

Under the terms of our strategic venture with CHS Inc. (CHS), if our credit rating as determined by two of three specified credit rating agencies is below certain levels, we are required to make a non-refundable yearly payment of $5 million to CHS. Since our credit ratings were below certain levels in 2016 and 2017, we made a payment of $5 million to CHS in each year. These payments will continue on a yearly basis until the earlier of the date that our credit rating is upgraded to or above certain levels by two of the three specified credit rating agencies or February 1, 2026. This obligation is recognized on our consolidated balance sheets as an embedded derivative. As of March 31, 2018 and December 31, 2017, the embedded derivative liability of $25 million is included in other current liabilities and other liabilities on our consolidated balance sheets. The inputs into the fair value measurement include the probability of future upgrades and downgrades of our credit rating based on historical credit rating movements of other public companies and the discount rates to be applied to potential annual payments based on applicable credit spreads of other public companies at different credit rating levels. Based on these inputs, our fair value measurement is classified as Level 2. For the three months ended March 31, 2017 , we recognized a charge of $1 million related to the embedded derivative, which is included in other operating—net in our consolidated statement of operations.

See Note 14—Noncontrolling Interests for additional information regarding our strategic venture with CHS.

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CF INDUSTRIES HOLDINGS, INC.

Financial Instruments

The carrying amount and estimated fair value of our financial instruments are as follows:



	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

The fair value of our long-term debt was based on quoted prices for identical or similar liabilities in markets that are not active or valuation models in which all significant inputs and value drivers are observable and, as a result, they are classified as Level 2 inputs.

The carrying amounts of cash and cash equivalents, as well as instruments included in other current assets and other current liabilities that meet the definition of financial instruments, approximate fair values because of their short-term maturities.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

We also have assets and liabilities that may be measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment, allocation of purchase price in an acquisition or when a new liability is being established that requires fair value measurement. These include long-lived assets, goodwill and other intangible assets and investments in unconsolidated subsidiaries, such as equity method investments, which may be written down to fair value as a result of impairment. The fair value measurements related to each of these rely primarily on Company-specific inputs and the Company’s assumptions about the use of the assets. Since certain of the Company’s assumptions would involve inputs that are not observable, these fair values would reside within Level 3 of the fair value hierarchy.

10 . Income Taxes

Our effective tax rate in the first quarter of 2018 is based on the U.S. federal tax rate of 21% as a result of the enactment of the Tax Cuts and Jobs Act on December 22, 2017, as compared to the U.S. federal tax rate of 35% that was applicable in the first quarter of 2017.

Our effective tax rate in both periods is impacted by earnings attributable to noncontrolling interests in CF Industries Nitrogen, LLC (CFN) and Terra Nitrogen Company, L.P. (TNCLP), as our consolidated income tax provision (benefit) does not include a tax provision on the earnings attributable to the noncontrolling interests. Our effective tax rate for the three months ended March 31, 2018 and 2017 , exclusive of the earnings attributable to the noncontrolling interests of $25 million and $14 million , respectively, would be 20.8% and 35.9% , respectively. See Note 14—Noncontrolling Interests for additional information.

During the fourth quarter of 2017, we recorded the impact of the Tax Cuts and Jobs Act that was enacted on December 22, 2017, including a provisional amount for the impact of the transition tax liability based on amounts reasonably estimable. We have not recorded measurement period adjustments to this provisional amount in the three months ended March 31, 2018 .

During the third quarter of 2016, one of our Canadian subsidiaries received a Notice of Reassessment from the Canada Revenue Agency (CRA) for tax years 2006 through 2009 asserting a disallowance of certain patronage allocations. The tax assessment of CAD $174 million (or approximately $135 million ), including provincial taxes but excluding any interest or penalties, is the result of an audit that was initiated by the CRA in January 2010 and involves the sole issue of whether certain patronage allocations meet the requirements for deductibility under the Income Tax Act of Canada. The reassessment has been appealed and a letter of credit in the amount of CAD $87 million (or approximately $67 million ) has been posted. We believe that it is more likely than not that the patronage allocation deduction will ultimately be sustained. In the event that we do not prevail in the appeal, we should be entitled to a U.S. foreign tax credit against any incremental Canadian tax paid. This issue is currently under review by the competent authorities of Canada and the United States.

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11 . Interest Expense

Details of interest expense are as follows:



	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.

12 . Financing Agreements

Revolving Credit Agreement

We have a senior secured revolving credit agreement (the Revolving Credit Agreement) providing for a revolving credit facility of up to $750 million with a maturity of September 18, 2020. The Revolving Credit Agreement includes a letter of credit sub-limit of $125 million . Borrowings under the Revolving Credit Agreement may be used for working capital and general corporate purposes. CF Industries, the borrower under the Revolving Credit Agreement, may also designate as borrowers one or more wholly owned subsidiaries that are organized in the United States or any state thereof or the District of Columbia.

Borrowings under the Revolving Credit Agreement may be denominated in dollars, Canadian dollars, euros and British pounds, and bear interest at a per annum rate equal to an applicable eurocurrency rate or base rate plus, in either case, a specified margin, and the borrowers are required to pay an undrawn commitment fee on the undrawn portion of the commitments under the Revolving Credit Agreement and customary letter of credit fees. The specified margin and the amount of the commitment fee depend on CF Holdings’ credit rating at the time.

The guarantors under the Revolving Credit Agreement are currently comprised of CF Holdings and CF Holdings’ wholly owned subsidiaries CF Industries Enterprises, LLC (CFE), CF Industries Sales, LLC (CFS) and CF USA Holdings, LLC (CF USA).

As of March 31, 2018 , we had excess borrowing capacity under the Revolving Credit Agreement of $745 million (net of outstanding letters of credit of $5 million ). There were no borrowings outstanding under the Revolving Credit Agreement as of March 31, 2018 or December 31, 2017 , or during the three months ended March 31, 2018 .

The Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including financial covenants. As of March 31, 2018 , we were in compliance with all covenants under the Revolving Credit Agreement.

Letters of Credit

In addition to the letters of credit outstanding under the Revolving Credit Agreement, as described above, we have also entered into a bilateral agreement with capacity to issue letters of credit up to $125 million (reflecting an increase of $50 million in March 2018). As of March 31, 2018 , approximately $120 million of letters of credit were outstanding under this agreement.

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Senior Notes

Long-term debt presented on our consolidated balance sheets as of March 31, 2018 and December 31, 2017 consisted of the following Public Senior Notes (unsecured) and Senior Secured Notes issued by CF Industries:



	Effective Interest Rate	March 31, 2018				December 31, 2017
	Effective Interest Rate	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.

Public Senior Notes

Under the indentures (including the applicable supplemental indentures) governing the senior notes due 2020, 2023, 2034, 2043 and 2044 identified in the table above (the Public Senior Notes), each series of Public Senior Notes is guaranteed by CF Holdings and CF Holdings’ wholly owned subsidiaries CFE, CFS and CF USA. CFE, CFS and CF USA became subsidiary guarantors of the Public Senior Notes as a result of their becoming guarantors under the Revolving Credit Agreement.

Interest on the Public Senior Notes is payable semiannually, and the Public Senior Notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices.

Senior Secured Notes

On November 21, 2016, CF Industries issued $500 million aggregate principal amount of 3.400% senior secured notes due 2021 (the 2021 Notes) and $750 million aggregate principal amount of 4.500% senior secured notes due 2026 (the 2026 Notes, and together with the 2021 Notes, the Senior Secured Notes). The subsidiary guarantors of the Public Senior Notes are also guarantors of the Senior Secured Notes.

Interest on the Senior Secured Notes is payable semiannually on December 1 and June 1 beginning on June 1, 2017, and the Senior Secured Notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices.

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13 . Derivative Financial Instruments

We use derivative financial instruments primarily to reduce our exposure to changes in commodity prices.

Natural gas is the largest and most volatile component of the manufacturing cost for nitrogen-based products. We manage the risk of changes in natural gas prices primarily through the use of derivative financial instruments. The derivatives that we use for this purpose are primarily natural gas fixed price swaps, natural gas basis swaps and natural gas options traded in the OTC markets. These natural gas derivatives settle using primarily a NYMEX futures price index, which represents the basis for fair value at any given time. We enter into natural gas derivative contracts with respect to natural gas to be consumed by us in the future, and settlements of those derivative contracts are scheduled to coincide with our anticipated purchases of natural gas used to manufacture nitrogen products during those future periods. We use natural gas derivatives as an economic hedge of natural gas price risk, but without the application of hedge accounting. As a result, changes in fair value of these contracts are recognized in earnings. As of March 31, 2018 , we had natural gas NYMEX fixed price swaps covering periods through December 2018 and natural gas basis swaps covering certain periods through March 2019.

As of March 31, 2018 and December 31, 2017 , we had open natural gas derivative contracts, including natural gas fixed price swaps and natural gas basis swaps, for 27.7 million MMBtus (millions of British thermal units) and 35.9 million MMBtus, respectively. For the three months ended March 31, 2018 , we used natural gas NYMEX fixed price swaps to cover approximately 9% of our natural gas consumption.

The effect of derivatives in our consolidated statements of operations is shown in the table below.



	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	)

The fair values of derivatives on our consolidated balance sheets are shown below. As of March 31, 2018 and December 31, 2017 , none of our derivative instruments were designated as hedging instruments. See Note 9—Fair Value Measurements for additional information on derivative fair values.



	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	)

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CF INDUSTRIES HOLDINGS, INC.

Most of our International Swaps and Derivatives Association (ISDA) agreements contain credit-risk-related contingent features such as cross default provisions and credit support thresholds. In the event of certain defaults or a credit ratings downgrade, our counterparty may request early termination and net settlement of certain derivative trades or may require us to collateralize derivatives in a net liability position. The Revolving Credit Agreement, at any time when it is secured, provides a cross collateral feature for those of our derivatives that are with counterparties that are party to, or affiliates of parties to, the Revolving Credit Agreement so that no separate collateral would be required for those counterparties in connection with such derivatives. In the event the Revolving Credit Agreement becomes unsecured, separate collateral could be required in connection with such derivatives. As of March 31, 2018 and December 31, 2017 , the aggregate fair value of the derivative instruments with credit-risk-related contingent features in net liability positions was $9 million and $12 million , respectively, which also approximates the fair value of the maximum amount of additional collateral that would need to be posted or assets needed to settle the obligations if the credit-risk-related contingent features were triggered at the reporting dates. As of March 31, 2018 and December 31, 2017 , we had no cash collateral on deposit with counterparties for derivative contracts. The credit support documents executed in connection with certain of our ISDA agreements generally provide us and our counterparties the right to set off collateral against amounts owing under the ISDA agreements upon the occurrence of a default or a specified termination event.

The following table presents amounts relevant to offsetting of our derivative assets and liabilities as of March 31, 2018 and December 31, 2017 :



	Amounts presented in consolidated balance sheets ⁽¹⁾			Gross amounts not offset in consolidated balance sheets
	Amounts presented in consolidated balance sheets ⁽¹⁾			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.

We do not believe the contractually allowed netting, close-out netting or setoff of amounts owed to, or due from, the counterparties to our ISDA agreements would have a material effect on our financial position.

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14 . Noncontrolling Interests

A reconciliation of the beginning and ending balances of noncontrolling interests and distributions payable to noncontrolling interests in our consolidated balance sheets is provided below.



	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	$	—		$	—		$	—		$	—		$	—		$	—

CF Industries Nitrogen, LLC (CFN)

We commenced a strategic venture with CHS on February 1, 2016, at which time CHS purchased a minority equity interest in CFN, a subsidiary of CF Holdings, for $2.8 billion , which represented approximately 11% of the membership interest of CFN. We own the remaining membership interest. Under the terms of CFN’s limited liability company agreement, each member’s interest will reflect, over time, the impact of the profitability of CFN and any member contributions made to, and distributions received from, CFN. For financial reporting purposes, the assets, liabilities and earnings of the strategic venture are consolidated into our financial statements. CHS’ interest in the strategic venture is recorded in noncontrolling interests in our consolidated financial statements. On February 1, 2016, CHS also began receiving deliveries pursuant to a supply agreement under which CHS has the right to purchase annually from CFN up to approximately 1.1 million tons of granular urea and 580,000 tons of UAN at market prices. As a result of its minority equity interest in CFN, CHS is entitled to semi-annual cash distributions from CFN. We are also entitiled to semi-annual cash distributions from CFN. The amounts of distributions from CFN to us and CHS are based generally on the profitability of CFN and determined based on the volume of granular urea and UAN sold by CFN to us and CHS pursuant to supply agreements, less a formula driven amount based primarily on the cost of natural gas used to produce the granular urea and UAN, and adjusted for the allocation of items such as operational efficiencies and overhead amounts. Additionally, under the terms of the strategic venture, we recognized an embedded derivative related to our credit rating. See Note 9—Fair Value Measurements for additional information.

Terra Nitrogen Company, L.P. (TNCLP)

On February 7, 2018, we announced that, in accordance with the terms of TNCLP’s First Amended and Restated Agreement of Limited Partnership (as amended by Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership, the TNCLP Agreement of Limited Partnership), Terra Nitrogen GP Inc. (TNGP), the sole general partner of TNCLP and an indirect wholly owned subsidiary of CF Holdings, elected to exercise its right to purchase all of the 4,612,562 publicly traded common units of TNCLP (the Public Units). TNGP completed its purchase of the Public Units on April 2, 2018 (the Purchase) for an aggregate cash purchase price of $388 million . Upon completion of the Purchase, CF Holdings owned, through its subsidiaries, 100 percent of the general and limited partnership interests of TNCLP. See Note 19—Subsequent Event for additional information.

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CF INDUSTRIES HOLDINGS, INC.

As of March 31, 2018, TNCLP was a master limited partnership (MLP) that owned a nitrogen fertilizer manufacturing facility in Verdigris, Oklahoma. As of March 31, 2018, we owned approximately 75.3% of TNCLP through general and limited partnership interests and outside investors owned the remaining approximately 24.7% of the limited partnership. For financial reporting purposes, the assets, liabilities and earnings of the partnership have been consolidated into our financial statements. The outside investors’ limited partnership interests in the partnership have been recorded in noncontrolling interests in our consolidated financial statements. The noncontrolling interest represents the noncontrolling unitholders’ interest (prior to the Purchase) in the earnings and equity of TNCLP. Affiliates of CF Industries were required to purchase all of TNCLP’s fertilizer products at market prices as defined in the Amendment to the General and Administrative Services and Product Offtake Agreement, dated September 28, 2010.

Prior to April 2, 2018, TNCLP made cash distributions to the general and limited partners based on formulas defined within the TNCLP Agreement of Limited Partnership. Cash available for distribution (Available Cash) was defined in the TNCLP Agreement of Limited Partnership generally as all cash receipts less all cash disbursements, less certain reserves (including reserves for future operating and capital needs) established as the general partner determined in its reasonable discretion to be necessary or appropriate. Changes in working capital affected Available Cash, as increases in the amount of cash invested in working capital items (such as increases in receivables or inventory and decreases in accounts payable) reduced Available Cash, while declines in the amount of cash invested in working capital items increased Available Cash. Cash distributions to the limited partners and general partner varied depending on the extent to which the cumulative distributions exceeded certain target threshold levels set forth in the TNCLP Agreement of Limited Partnership.

In the first quarter of 2017 , the minimum quarterly distributions under the TNCLP Agreement of Limited Partnership were satisfied, which entitled TNGP to receive incentive distributions on its general partner interests (in addition to minimum quarterly distributions). TNGP assigned its right to receive such incentive distributions to an affiliate of TNGP that was also an indirect wholly owned subsidiary of CF Holdings. The earnings attributed to our general partner interest in excess of the threshold levels for the three months ended March 31, 2017 was $3 million .

15 . Accumulated Other Comprehensive Income (Loss)

Changes to accumulated other comprehensive income (loss) are as follows:



	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.

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CF INDUSTRIES HOLDINGS, INC.

Reclassifications out of accumulated other comprehensive income (loss) to earnings during the three months ended March 31, 2018 and 2017 were as follows:




	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.

16 . Contingencies

Litigation

West Fertilizer Co.

On April 17, 2013, there was a fire and explosion at the West Fertilizer Co. fertilizer storage and distribution facility in West, Texas. According to published reports, 15 people were killed and approximately 200 people were injured in the incident, and the fire and explosion damaged or destroyed a number of homes and buildings around the facility. Various subsidiaries of CF Industries Holdings, Inc. (the CF Entities) have been named as defendants along with other companies in lawsuits filed in 2013, 2014 and 2015 in the District Court of McLennan County, Texas by the City of West, individual residents of the County and other parties seeking recovery for damages allegedly sustained as a result of the explosion. The cases have been consolidated for discovery and pretrial proceedings in the District Court of McLennan County under the caption “In re: West Explosion Cases.” The two-year statute of limitations expired on April 17, 2015. As of that date, over 400 plaintiffs had filed claims, including at least 9 entities, 325 individuals, and 80 insurance companies. Plaintiffs allege various theories of negligence, strict liability, and breach of warranty under Texas law. Although we do not own or operate the facility or directly sell our products to West Fertilizer Co., products that the CF Entities have manufactured and sold to others have been delivered to the facility and may have been stored at the West facility at the time of the incident.

The Court granted in part and denied in part the CF Entities’ Motions for Summary Judgment in August 2015. Over one hundred sixty cases have been resolved pursuant to confidential settlements that have been or we expect will be fully funded by insurance. The remaining cases are in various stages of discovery and pre-trial proceedings. The next trial is scheduled for July 2018. We believe we have strong legal and factual defenses and intend to continue defending the CF Entities vigorously in the pending lawsuits. The Company cannot provide a range of reasonably possible loss due to the lack of damages discovery for many of the remaining claims and the uncertain nature of this litigation, including uncertainties around the potential allocation of responsibility by a jury to other defendants or responsible third parties. The recognition of a potential loss in the future in the West Fertilizer Co. litigation could negatively affect our results in the period of recognition. However, based upon currently available information, including available insurance coverage, we do not believe that this litigation will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Other Litigation

From time to time, we are subject to ordinary, routine legal proceedings related to the usual conduct of our business, including proceedings regarding public utility and transportation rates, environmental matters, taxes and permits relating to the operations of our various plants and facilities. Based on the information available as of the date of this filing, we believe that the ultimate outcome of these routine matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

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CF INDUSTRIES HOLDINGS, INC.

Environmental

Louisiana Environmental Matters

Clean Air Act—Ozone Attainment Designation

Our Donaldsonville nitrogen complex is located in a five-parish region near Baton Rouge, Louisiana. On December 15, 2016, the EPA redesignated the Baton Rouge Nonattainment Area as “attainment” with respect to the 2008 8-hour ozone national ambient air quality standard (NAAQS). However, based on 2013-2015 air quality monitoring data, the State of Louisiana recommended that the EPA designate the Baton Rouge area as “non-attainment” pursuant to the updated 2015 8-hour ozone standard. On December 20, 2017, the EPA notified the state of Louisiana that it intends to designate the Baton Rouge area as non-attainment for the 2015 ozone standard. On January 5, 2018, the EPA published notice of a public comment period with respect to the proposed attainment/non-attainment designations of certain air quality regions, including the Baton Rouge area. The EPA subsequently determined, based on certified air emissions data for calendar year 2017, that the air quality monitors for the Baton Rouge area are attaining the 2015 standard. As a result, on April 30, 2018, the EPA Administrator signed a notice designating the Baton Rouge area as “attainment/unclassifiable” with respect to the 2015 ozone standard. Designation of the Baton Rouge area as nonattainment with respect to the 2015 ozone standard could have resulted in more stringent air pollution emissions limits for our existing operation and would have subjected our facilities to more stringent requirements to obtain approvals for plant expansions, or made it more difficult to obtain such approvals.

Other

CERCLA/Remediation Matters

From time to time, we receive notices from governmental agencies or third parties alleging that we are a potentially responsible party at certain cleanup sites under CERCLA or other environmental cleanup laws. In 2011, we received a notice from the Idaho Department of Environmental Quality (IDEQ) that alleged that we were a potentially responsible party for the cleanup of a former phosphate mine site we owned in the late 1950s and early 1960s located in Georgetown Canyon, Idaho. The current owner of the property and a former mining contractor received similar notices for the site. In 2014, we and the current property owner entered into a Consent Order with IDEQ and the U.S. Forest Service to conduct a remedial investigation and feasibility study of the site. In 2015, we and several other parties received a notice that the U.S. Department of the Interior and other trustees intend to undertake a natural resource damage assessment for 17 former phosphate mines in southeast Idaho, one of which is the former Georgetown Canyon mine. We are not able to estimate at this time our potential liability, if any, with respect to the cleanup of the site or a possible claim for natural resource damages. However, based on currently available information, we do not expect the remedial or financial obligations to which we may be subject involving this or other cleanup sites will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

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CF INDUSTRIES HOLDINGS, INC.

17 . Segment Disclosures

Our reportable segments consist of ammonia, granular urea, UAN, AN and Other. These segments are differentiated by products. Our management uses gross margin to evaluate segment performance and allocate resources. Total other operating costs and expenses (consisting of selling, general and administrative expenses and other operating—net) and non-operating expenses (interest and income taxes) are centrally managed and are not included in the measurement of segment profitability reviewed by management.

Our assets, with the exception of goodwill, are not monitored by or reported to our chief operating decision maker by segment; therefore, we do not present total assets by segment. Goodwill by segment is presented in Note 7—Goodwill and Other Intangible Assets .

Segment data for sales, cost of sales and gross margin for the three months ended March 31, 2018 and 2017 are presented in the tables below.



	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.

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CF INDUSTRIES HOLDINGS, INC.

18 . Condensed Consolidating Financial Statements

The following condensed consolidating financial information is presented in accordance with SEC Regulation S-X Rule 3-10, Financial statements of guarantors and issuers of guaranteed securities registered or being registered , and relates to (i) the senior notes due 2020, 2023, 2034, 2043 and 2044 (described in Note 12—Financing Agreements and referred to in this report as the Public Senior Notes) issued by CF Industries, Inc. (CF Industries), a 100% owned subsidiary of CF Industries Holdings, Inc. (Parent), and guarantees of the Public Senior Notes by Parent and by CFE, CFS and CF USA (the Subsidiary Guarantors), which are 100% owned subsidiaries of Parent, and (ii) debt securities of CF Industries (Other Debt Securities), and guarantees thereof by Parent and the Subsidiary Guarantors, that may be offered and sold from time to time under registration statements that may be filed by Parent, CF Industries and the Subsidiary Guarantors with the SEC.

In the event that a subsidiary of Parent, other than CF Industries, becomes a borrower or a guarantor under the Revolving Credit Agreement (or any renewal, replacement or refinancing thereof), such subsidiary would be required to become a guarantor of the Public Senior Notes, provided that such requirement will no longer apply with respect to the Public Senior Notes due 2023, 2034, 2043 and 2044 following the repayment of the Public Senior Notes due 2020 or the subsidiaries of Parent, other than CF Industries, otherwise becoming no longer subject to such a requirement to guarantee the Public Senior Notes due 2020. The Subsidiary Guarantors became guarantors of the Public Senior Notes as a result of this requirement.

All of the guarantees of the Public Senior Notes are, and we have assumed for purposes of this presentation of condensed consolidating financial information that the guarantees of any Other Debt Securities would be, full and unconditional (as such term is defined in SEC Regulation S-X Rule 3-10(h)) and joint and several. The guarantee of a Subsidiary Guarantor will be automatically released with respect to a series of the Public Senior Notes (1) upon the release, discharge or termination of such Subsidiary Guarantor’s guarantee of the Revolving Credit Agreement (or any renewal, replacement or refinancing thereof), (2) upon legal defeasance with respect to the Public Senior Notes of such series or satisfaction and discharge of the indenture with respect to such series of Public Senior Notes or (3) in the case of the Public Senior Notes due 2023, 2034, 2043 and 2044, upon the discharge, termination or release of, or the release of such Subsidiary Guarantor from its obligations under, such Subsidiary Guarantor’s guarantee of the Public Senior Notes due 2020, including, without limitation, any such discharge, termination or release as a result of retirement, discharge or legal or covenant defeasance of, or satisfaction and discharge of the supplemental indenture governing, the Public Senior Notes due 2020.

For purposes of the presentation of condensed consolidating financial information, the subsidiaries of Parent other than CF Industries and the Subsidiary Guarantors are referred to as the Non-Guarantors.

Presented below are condensed consolidating statements of operations for Parent, CF Industries, the Subsidiary Guarantors and the Non-Guarantors for the three months ended March 31, 2018 and 2017 , condensed consolidating statements of cash flows for Parent, CF Industries, the Subsidiary Guarantors and the Non-Guarantors for the three months ended March 31, 2018 and 2017 , and condensed consolidating balance sheets for Parent, CF Industries, the Subsidiary Guarantors and the Non-Guarantors as of March 31, 2018 and December 31, 2017 . The condensed consolidating financial information presented below is not necessarily indicative of the financial position, results of operations, comprehensive income (loss) or cash flows of Parent, CF Industries, the Subsidiary Guarantors or the Non-Guarantors on a stand-alone basis.

In these condensed consolidating financial statements, investments in subsidiaries are presented under the equity method, in which our investments are recorded at cost and adjusted for our ownership share of a subsidiary’s cumulative results of operations, distributions and other equity changes, and the eliminating entries reflect primarily intercompany transactions such as sales, accounts receivable and accounts payable and the elimination of equity investments and earnings of subsidiaries. As of March 31, 2018, two of our consolidated entities have made elections to be taxed as partnerships for U.S. federal income tax purposes and are included in the non-guarantor column. Due to the partnership tax treatment, these subsidiaries do not record taxes on their financial statements. The tax provision pertaining to the income of these partnerships, plus applicable deferred tax balances are reflected on the financial statements of the parent company owner that is included in the subsidiary guarantors column in the following financial information. Liabilities related to benefit plan obligations are reflected on the legal entity that funds the obligation, while the benefit plan expense is included on the legal entity to which the employee provides services.

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CF INDUSTRIES HOLDINGS, INC.

Condensed Consolidating Statement of Operations



	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

Condensed Consolidating Statement of Comprehensive Income



	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

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CF INDUSTRIES HOLDINGS, INC.

Condensed Consolidating Statement of Operations



	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	)

Condensed Consolidating Statement of Comprehensive Income (Loss)



	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	)

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CF INDUSTRIES HOLDINGS, INC.

Condensed Consolidating Balance Sheet



	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

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CF INDUSTRIES HOLDINGS, INC.

Condensed Consolidating Balance Sheet



	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

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CF INDUSTRIES HOLDINGS, INC.

Condensed Consolidating Statement of Cash Flows



	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

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CF INDUSTRIES HOLDINGS, INC.

Condensed Consolidating Statement of Cash Flows



	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

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CF INDUSTRIES HOLDINGS, INC.

19 . Subsequent Event

On February 7, 2018, we announced that, in accordance with the terms of the TNCLP Agreement of Limited Partnership, TNGP, the sole general partner of TNCLP and an indirect wholly owned subsidiary of CF Holdings, elected to exercise its right to purchase all of the 4,612,562 publicly traded common units of TNCLP (the Public Units). The purchase price of $84.033 per Public Unit was determined under the terms of TNCLP’s Agreement of Limited Partnership as the average of the daily closing prices per common unit for the 20 consecutive trading days beginning with January 5, 2018 and ending with February 2, 2018. TNGP completed its purchase of the Public Units on April 2, 2018 (the Purchase) for an aggregate cash purchase price of $388 million . We funded the Purchase with cash on hand. As a result of the Purchase, all rights of the holders of the Public Units have ceased, except for the right to receive payment of the purchase price, and the common units representing limited partner interests are no longer publicly traded or listed on the New York Stock Exchange. Upon completion of the Purchase, CF Holdings owned, through its subsidiaries, 100 percent of the general and limited partnership interests of TNCLP.

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CF INDUSTRIES HOLDINGS, INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read the following discussion and analysis in conjunction with our annual consolidated financial statements and related notes, which were included in our 2017 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 22, 2018 , as well as Item 1. Financial Statements, in this Form 10-Q. All references to “CF Holdings,” “we,” “us,” “our” and “the Company” refer to CF Industries Holdings, Inc. and its subsidiaries, except where the context makes clear that the reference is only to CF Industries Holdings, Inc. itself and not its subsidiaries. All references to “CF Industries” refer to CF Industries, Inc., a 100% owned subsidiary of CF Industries Holdings, Inc. References to tons refer to short-tons. Notes referenced in this discussion and analysis refer to the notes to our unaudited interim consolidated financial statements that are found in the preceding section: Item 1. Financial Statements. The following is an outline of the discussion and analysis included herein:


•	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

Overview of CF Holdings

Our Company

Our principal assets as of March 31, 2018 include:

•

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;

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CF INDUSTRIES HOLDINGS, INC.


•	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.

On February 7, 2018, we announced that, in accordance with the terms of TNCLP’s First Amended and Restated Agreement of Limited Partnership (as amended by Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership, the TNCLP Agreement of Limited Partnership), TNGP, the sole general partner of TNCLP and an indirect wholly owned subsidiary of CF Holdings, elected to exercise its right to purchase all of the 4,612,562 publicly traded common units of TNCLP (the Public Units). TNGP completed its purchase of the Public Units on April 2, 2018 (the Purchase) for an aggregate cash purchase price of $388 million . We funded the Purchase with cash on hand. Upon completion of the Purchase, CF Holdings owned, through its subsidiaries, 100 percent of the general and limited partnership interests of TNCLP. See Note 19—Subsequent Event for additional information.

Items Affecting Comparability of Results

Sales Volume

Unfavorable weather conditions impacted sales volume in the first quarter of 2018. Drought conditions in the Southern Plains along with wet and cold temperatures throughout much of the Midwestern United States and the United Kingdom have delayed the spring application season.

Sales volume for our products for the three months ended March 31, 2018 was 4.3 million product tons compared to 4.7 million product tons for the three months ended March 31, 2017 , a decrease of 9% resulting in a decrease in net sales and gross margin of approximately $129 million and $38 million , respectively.

Nitrogen Fertilizer Selling Prices

The U.S. Gulf is a major global fertilizer pricing point due to the volume of nitrogen fertilizer that trades there. Through most of 2016, nitrogen pricing at the U.S. Gulf declined, often trading below parity with other international pricing points due to the combination of new global nitrogen production capacity that came on line in 2016, continued imports from various exporting regions and decreased North American buyer interest as a result of the greater global nitrogen supply availability. Seasonal decreases in agricultural demand combined with delayed customer purchasing activity resulted in multi-year lows in nitrogen fertilizer selling prices in the second half of 2016. In 2017, the significant price fluctuations we experienced continued and were symptoms of a market in transition as new capacity came on line and global trade flows began to adjust; however, this transition was not complete.

During the first quarter of 2018, the market became more balanced and selling prices for most nitrogen products increased, driven by the impact of a tighter global nitrogen supply and demand balance, lower Chinese exports, higher global energy costs and higher freight costs.

The average selling price for our products for the three months ended March 31, 2018 was $222 per ton compared to $219 per ton for the three months ended March 31, 2017 , an increase of 1% resulting in an increase in both net sales and gross margin of approximately $49 million .

We expect the final set of North American capacity additions to come fully on line by mid-2018. Should imports of nitrogen products into North America return to previously high rates, the oversupply in the region could lead to lower prices, similar to those experienced in early 2017.

In addition to the impact of market conditions on nitrogen fertilizer selling prices and sales volume, certain significant items impacted our financial results during the three months ended March 31, 2018 and 2017 . The following table and related discussion outline these significant items and how they impacted the comparability of our financial results during these periods. During the three months ended March 31, 2018 and 2017 , we reported net earnings (loss) attributable to common stockholders of $63 million and $(23) million , respectively.

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CF INDUSTRIES HOLDINGS, INC.



	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.

The following describes the significant items that impacted the comparability of our financial results for the three months ended March 31, 2018 and 2017 . Descriptions of items below that refer to amounts in the table above, refer to the pre-tax amounts.

Unrealized net mark-to-market (gain) loss on natural gas derivatives

Natural gas is typically the largest and most volatile single component of the manufacturing cost for nitrogen-based products. We manage the risk of changes in natural gas prices through the use of derivative financial instruments. The derivatives that we use for this purpose are primarily natural gas fixed price swaps, natural gas basis swaps and natural gas options. We use natural gas derivatives as an economic hedge of natural gas price risk, but without the application of hedge accounting. This can result in volatility in reported earnings due to the unrealized mark-to-market adjustments that occur from changes in the value of the derivatives, which is reflected in cost of sales in our consolidated statements of operations. In the three months ended March 31, 2018 and 2017 , we recognized unrealized net mark-to-market (gain) loss of $(3) million and $53 million , respectively.

Gain on foreign currency transactions including intercompany loans

In the three months ended March 31, 2018 , we recognized a gain of $5 million from the impact of changes in foreign currency exchange rates on primarily British pound and Canadian dollar denominated intercompany loans that were not permanently invested.

Costs related to the acquisition of the TNCLP public units

In the three months ended March 31, 2018 , we incurred $2 million of costs for various legal services associated with the acquisition of the publicly traded common units of TNCLP. These costs are reflected in selling, general and administrative expenses in our consolidated statements of operations.

Financial Executive Summary

We reported net earnings attributable to common stockholders of $63 million for the three months ended March 31, 2018 compared to a net loss of $23 million for the three months ended March 31, 2017 . Diluted net earnings (loss) per share attributable to common stockholders was $0.27 in the first quarter of 2018 compared to $(0.10) in the first quarter of 2017 .

During the first quarter of 2018 , net earnings attributable to common stockholders was higher compared to the first quarter of 2017 due primarily to an increase in gross margin driven primarily by higher average selling prices for most nitrogen products resulting from the impact of a tighter global nitrogen supply and demand balance, higher unrealized net mark-to-market gains on natural gas derivatives and lower realized natural gas costs, partially offset by lower gross margin due to lower sales volumes.

In addition, net interest expense decreased to $57 million in the three months ended March 31, 2018 from $79 million in the three months ended March 31, 2017 , due to our redemption in December 2017 of all of the $800 million outstanding principal amount of the 6.875% senior notes due May 2018 and our purchase in December 2017 of approximately $300 million aggregate principal amount of the $800 million outstanding principal amount of the 7.125% senior notes due 2020.

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CF INDUSTRIES HOLDINGS, INC.

Our total gross margin increased by $83 million to $190 million in the first quarter of 2018 from $107 million in the first quarter of 2017 . The change in gross margin was due primarily to:

• the impact of a $3 million unrealized net-mark-to-market gain in the first quarter of 2018 compared to a $53 million loss in the first quarter of 2017 , which increased gross margin by $56 million ,

• an increase in average selling prices of 1% , which increased gross margin by $49 million . In the first quarter, the average selling prices for ammonia, granular urea and AN increased by 4% , 8% and 9% , respectively, while the average selling price for UAN declined by 1% ,

• a decrease in physical natural gas costs in the first quarter of 2018 , partially offset by the impact of natural gas derivatives that settled in the period, which increased gross margin by $20 million as compared to the first quarter of 2017 ,

• partially offset by a decrease in sales volume of 9% , which reduced gross margin by $38 million , primarily driven by a decrease in sales volume for ammonia, UAN and AN of 28% , 10% and 27% , respectively.

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CF INDUSTRIES HOLDINGS, INC.

Results of Consolidated Operations

The following table presents our consolidated results of operations and supplemental data:



	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	)%

___________________________________________________________________________

N/M—Not Meaningful


⁽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.

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CF INDUSTRIES HOLDINGS, INC.

First Quarter of 2018 Compared to First Quarter of 2017

Net Sales

Our total net sales decreased $80 million , or 8% , to $957 million in the first quarter of 2018 compared to $1,037 million in the first quarter of 2017 due to a 9% decrease in sales volume, which decrease d net sales by $129 million , partially offset by a 1% increase in average selling prices, which increase d net sales by $49 million.

Our total sales volume decrease d by 9% from the first quarter of 2017 to the first quarter of 2018 due primarily to the impact of unfavorable weather conditions. Drought conditions in the Southern Plains along with wet and cold temperatures throughout much of the Midwestern United States and the United Kingdom delayed the start of the spring application season.

Average selling prices were $222 per ton in the first quarter of 2018 compared to $219 per ton in the first quarter of 2017 due primarily to higher granular urea and ammonia selling prices in 2018 . During the first quarter of 2018 , selling prices for most nitrogen products increased, driven by the impact of a tighter global nitrogen supply and demand balance and lower Chinese exports.

Cost of Sales

Our total cost of sales decreased $163 million , or 18% , from the first quarter of 2017 to the first quarter of 2018 . The decrease in our cost of sales was primarily due to lower volume, an unrealized net mark-to-market gain on natural gas derivatives in the first quarter of 2018 compared to a loss in the same quarter of 2017 and the impact of lower realized natural gas costs, including the impact of realized derivatives. The cost of sales per ton averaged $178 in the first quarter of 2018 , a 9% decrease from $196 per ton in the same quarter of 2017 . The first quarter of 2018 included a $3 million unrealized net mark-to-market gain compared to a $53 million unrealized net mark-to-market loss in the first quarter of 2017 . Additionally, realized natural gas costs, including the impact of realized derivatives, decreased 9% from $3.65 per MMBtu in 2017 to $3.33 in 2018 .

Selling, General and Administrative Expenses

Selling, general and administrative expenses increase d $11 million to $57 million in the first quarter of 2018 as compared to $46 million in the comparable period of 2017 . The increase was due primarily to certain corporate initiatives and costs for various legal services associated with the acquisition of the publicly traded common units of TNCLP.

Other Operating—Net

Other operating—net was $21 million of income in the first quarter of 2018 compared to $6 million of expense in the comparable period of 2017 . The income in the first quarter of 2018 was due to the combination of changes in legal reserves, unrealized foreign currency gains pertaining to British pound denominated intercompany loans that have not been permanently invested, and a gain due to the recovery of certain precious metals used in the manufacturing process.

Equity in Earnings of Operating Affiliates

Equity in earnings of operating affiliates was $7 million in the first quarter of 2018 compared to $3 million in the first quarter of 2017 due primarily to improved operating results from PLNL as a result of both increased sales volume and higher average selling prices.

Interest Expense—Net

Net interest expense was $57 million in the first quarter of 2018 compared to $79 million in the first quarter of 2017 . The $22 million decrease is due primarily to our redemption in December 2017 of all of the $800 million outstanding principal amount of the 6.875% senior notes due May 2018 (the 2018 Notes) and our December 2017 purchase of approximately $300 million aggregate principal amount of the $800 million outstanding principal amount of the 7.125% senior notes due 2020 (the 2020 Notes).

Income Taxes

For the three months ended March 31, 2018 , we recorded an income tax provision of $17 million on pre-tax income of $105 million , or an effective tax rate of 15.8% , compared to an income tax benefit of $13 million on a pre-tax loss of $22 million , or an effective tax rate of 59.2% , for the three months ended March 31, 2017 . Our effective tax rate in the first quarter of 2018 is based on the U.S. federal tax rate of 21% as a result of the enactment of the Tax Cuts and Jobs Act on December 22, 2017, as compared to the U.S. federal tax rate of 35% that was applicable in the first quarter of 2017.

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CF INDUSTRIES HOLDINGS, INC.

Our effective tax rate in both periods is impacted by earnings attributable to the noncontrolling interests in CFN and TNCLP, as our consolidated income tax provision (benefit) does not include a tax provision on the earnings attributable to the noncontrolling interests. Our effective tax rate for the three months ended March 31, 2018 and 2017 , exclusive of the earnings attributable to the noncontrolling interests of $25 million and $14 million , respectively, would be 20.8% and 35.9% , respectively. See Note 10—Income Taxes and Note 14—Noncontrolling Interests for additional information.

Net Earnings Attributable to Noncontrolling Interests

Net earnings attributable to noncontrolling interests increased $11 million in the first quarter of 2018 compared to the first quarter of 2017 due to higher earnings from both CFN and TNCLP as both were impacted by higher average selling prices due to the impact of a tighter global nitrogen supply and demand balance and lower natural gas prices.

Diluted Net Earnings (Loss) Per Share Attributable to Common Stockholders

Diluted net earnings (loss) per share attributable to common stockholders increase d $0.37 to $0.27 per share in the first quarter of 2018 from $(0.10) per share in the first quarter of 2017 . This increase is due to higher gross margin primarily driven by the impact of higher unrealized net mark-to-market gains on natural gas derivatives, higher selling prices due to the impact of a tighter global nitrogen supply and demand balance and lower realized natural gas costs, including the impact of realized derivatives.

Operating Results by Business Segment

Our reportable segments consist of ammonia, granular urea, UAN, AN and Other. These segments are differentiated by products. Our management uses gross margin to evaluate segment performance and allocate resources. Total other operating costs and expenses (consisting of selling, general and administrative expenses and other operating—net) and non-operating expenses (interest and income taxes), are centrally managed and are not included in the measurement of segment profitability reviewed by management. The following table presents summary operating results by business segment:



	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.

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CF INDUSTRIES HOLDINGS, INC.

Ammonia Segment

Our ammonia segment produces anhydrous ammonia (ammonia), which is our most concentrated nitrogen fertilizer as it contains 82% nitrogen. The results of our ammonia segment consist of sales of ammonia to external customers. In addition, ammonia is the “basic” nitrogen product that we upgrade into other nitrogen products such as granular urea, UAN and AN. We produce ammonia at all of our nitrogen manufacturing complexes.

The following table presents summary operating data for our ammonia segment:



	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

_______________________________________________________________________________

N/M—Not Meaningful


⁽¹⁾	Ammonia represents 82% nitrogen content. Nutrient tons represent the equivalent tons of nitrogen within the product tons.

First Quarter of 2018 Compared to First Quarter of 2017

Net Sales. Total net sales in the ammonia segment decrease d by $70 million , or 25% , in the first quarter of 2018 from the first quarter of 2017 due primarily to a 28% decrease in sales volume partially offset by a 4% increase in average selling prices. Sales volume was lower due to unfavorable weather conditions. Drought conditions in the Southern Plains along with the cold and wet spring throughout much of the Midwestern United States and the United Kingdom have delayed the start of the spring application season. The increase in selling prices was due to the impact of a tighter global nitrogen supply and demand balance partially offset by the effects of lower sales volumes due to the cold and wet spring delaying ammonia applications.

Cost of Sales. Cost of sales in our ammonia segment averaged $283 per ton in the first quarter of 2018 , a 2% decrease from $289 per ton in the same quarter of 2017 . The decrease was due primarily to a combination of factors, including an unrealized net mark-to-market gain on natural gas derivatives in the first quarter of 2018 compared to a loss in the comparable period of 2017 , production inefficiencies in the prior year quarter pertaining to the new Port Neal ammonia plant and lower realized natural gas costs. These decreases were partially offset by higher fixed costs associated with plant disruptions due to unseasonably cold weather early in the first quarter of 2018 that impacted production at our Donaldsonville and Yazoo City plants.

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CF INDUSTRIES HOLDINGS, INC.

Granular Urea Segment

Our granular urea segment produces granular urea, which contains 46% nitrogen. Produced from ammonia and carbon dioxide, it has the highest nitrogen content of any of our solid nitrogen fertilizers. Granular urea is produced at our Courtright, Ontario; Donaldsonville, Louisiana; Medicine Hat, Alberta; and Port Neal, Iowa nitrogen complexes.

The following table presents summary operating data for our granular urea segment:



	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

_______________________________________________________________________________

N/M—Not Meaningful


⁽¹⁾	Granular urea represents 46% nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.

First Quarter of 2018 Compared to First Quarter of 2017

Net Sales. Net sales in the granular urea segment increase d $26 million , or 11% , in the first quarter of 2018 from the first quarter of 2017 due primarily to an 8% increase in average selling prices and a 3% increase in sales volume. Average selling prices increase d to $269 per ton in the first quarter of 2018 compared to $248 per ton in the comparable period of 2017 due primarily to the impact of a tighter global nitrogen supply and demand balance. Sales volume was higher due to higher supply availability from increased production at our Port Neal facility, partially offset by unfavorable weather conditions that delayed the start of the spring application season.

Cost of Sales. Cost of sales in our granular urea segment averaged $193 per ton in the first quarter of 2018 , a 13% decrease from $222 per ton in the comparable period of 2017 . The decrease was due primarily to the impact of an unrealized net mark-to-market gain on natural gas derivatives in the first quarter of 2018 compared to a loss in the comparable period of 2017 , reduced maintenance and employee costs and lower realized natural gas costs, including the impact of realized derivatives.

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CF INDUSTRIES HOLDINGS, INC.

UAN Segment

Our UAN segment produces urea ammonium nitrate solution (UAN). UAN, a liquid fertilizer product with a nitrogen content that typically ranges from 28% to 32%, is produced by combining urea and ammonium nitrate. UAN is produced at our nitrogen complexes in Courtright, Ontario; Donaldsonville, Louisiana; Port Neal, Iowa; Verdigris, Oklahoma; Woodward, Oklahoma; and Yazoo City, Mississippi.

The following table presents summary operating data for our UAN segment:



	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

_______________________________________________________________________________

N/M—Not Meaningful


⁽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.

First Quarter of 2018 Compared to First Quarter of 2017

Net Sales. Net sales in the UAN segment decrease d $34 million , or 11% , in the first quarter of 2018 from the first quarter of 2017 due primarily to a 10% decrease in sales volume and a 1% decrease in average selling prices. Our sales volume was lower due primarily to unfavorable weather conditions that delayed the start of the spring application season in the Southern Plains. Average selling prices were $170 per ton in the first quarter of 2018 , relatively unchanged from $171 per ton in the comparable period of 2017 .

Cost of Sales. Cost of sales in our UAN segment averaged $138 per ton in the first quarter of 2018 , a 9% decrease from $152 per ton in the comparable period of 2017 . The decrease was due primarily to the impact of an unrealized net mark-to-market gain on natural gas derivatives in the first quarter of 2018 compared to a loss in the comparable period of 2017 and the impact of lower realized natural gas costs in the first quarter of 2018 .

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AN Segment

Our AN segment produces ammonium nitrate (AN). AN is a nitrogen-based product with a nitrogen content between 29% and 35%. AN is used as nitrogen fertilizer and is also used by industrial customers for commercial explosives and blasting systems. AN is produced at our nitrogen complexes in Yazoo City, Mississippi and Ince and Billingham, United Kingdom.

The following table presents summary operating data for our AN segment:



	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.

First Quarter of 2018 Compared to First Quarter of 2017

Net Sales. Total net sales in our AN segment decrease d $25 million , or 20% , in the first quarter of 2018 from the first quarter of 2017 due primarily to a 27% decrease in sales volume, due primarily to unfavorable weather conditions in the United Kingdom and North America that delayed the start of the spring application season. This decrease was partially offset by an increase in average selling prices of 9% due primarily to the impact of a tighter global nitrogen supply and demand balance.

Cost of Sales. Total cost of sales in our AN segment averaged $178 per ton in the first quarter of 2018 , a 5% decrease from $187 per ton in the comparable period of 2017 . The decrease was due primarily to an unrealized net mark-to-market loss on natural gas derivatives in the first quarter of 2017 and the settlement of an energy rebate in the United Kingdom, partially offset by the impact of foreign exchange rate changes between the U.S. dollar and the British pound.

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CF INDUSTRIES HOLDINGS, INC.

Other Segment

Our Other segment primarily includes the following products:


•	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.

The following table presents summary operating data for our Other segment:



	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.

First Quarter of 2018 Compared to First Quarter of 2017

Net Sales. Total net sales in our Other segment increase d by $23 million , or 31% , in the first quarter of 2018 from the first quarter of 2017 due to a 27% increase in sales volume and a 3% increase in average selling prices. The increase in sales volume was due primarily to an increase in DEF sales volume as demand in North America continues to grow and an increase in DEF production as a result of our new DEF unit at our Donaldsonville facility that came on line in the second quarter of 2017. The increase in average selling prices is due primarily to the mix in products sold.

Cost of Sales. Cost of sales in our Other segment averaged $151 per ton in the first quarter of 2018 , a 4% increase from $145 per ton in the first quarter of 2017 due primarily to the mix of products sold and foreign exchange rate changes between the U.S. dollar and the British pound, partially offset by an unrealized net mark-to-market loss on natural gas derivatives in the first quarter of 2017 .

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CF INDUSTRIES HOLDINGS, INC.

Liquidity and Capital Resources

Our primary uses of cash are generally for operating costs, working capital, capital expenditures, debt service, investments, taxes, share repurchases and dividends. Our working capital requirements are affected by several factors, including demand for our products, selling prices, raw material costs, freight costs and seasonal factors inherent in the business. Generally, our primary source of cash is cash from operations, which includes cash generated by customer advances. We may also from time to time access the capital markets or engage in borrowings under our credit agreement.

On December 1, 2017, we redeemed all of the $800 million outstanding principal amount of the 2018 Notes in accordance with the optional redemption provisions provided in the indenture. The total aggregate redemption price was approximately $817 million. On December 26, 2017, we purchased approximately $300 million aggregate principal amount of the $800 million outstanding principal amount of the 2020 Notes at a total purchase price of approximately $331 million.

Customer advances, which are generally a source of liquidity, increased by $65 million to $154 million as of March 31, 2018 from $89 million as of December 31, 2017 . The increase in the balance of customer advances was primarily caused by customers purchasing fertilizer for future delivery in anticipation of the spring application season and improvement in the current conditions of the fertilizer market.

On April 2, 2018, we purchased all of the 4,612,562 publicly traded common units of TNCLP (the Public Units) for $388 million . See discussion under “Purchase of Publicly Traded Common Units of TNCLP,” below for further information.

At March 31, 2018 , we were in compliance with all applicable covenant requirements under our Revolving Credit Agreement, Public Senior Notes and Senior Secured Notes. There were no borrowings outstanding under the Revolving Credit Agreement as of March 31, 2018 or December 31, 2017 , or during the three months ended March 31, 2018 . See discussion under “Debt,” below for further information.

Our cash and cash equivalents balance was $936 million and $835 million as of March 31, 2018 and December 31, 2017 , respectively.

Cash Equivalents

Cash equivalents include highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less. Under our short-term investment policy, we may invest our cash balances, either directly or through mutual funds, in several types of investment-grade securities, including notes and bonds issued by governmental entities or corporations. Securities issued by governmental entities include those issued directly by the U.S. and Canadian federal governments; those issued by state, local or other governmental entities; and those guaranteed by entities affiliated with governmental entities.

Capital Spending

We make capital expenditures to sustain our asset base, increase our capacity, improve plant efficiency and comply with various environmental, health and safety requirements. Capital expenditures totaled $68 million in the first three months of 2018 compared to $94 million in the first three months of 2017 .

Capital expenditures for new activity in 2018 are estimated to be in the range of $400 to $450 million. Planned capital expenditures are subject to change due to delays in regulatory approvals or permitting, unanticipated increases in cost, changes in scope and completion time, performance of third parties, delay in the receipt of equipment, adverse weather, defects in materials and workmanship, labor or material shortages, transportation constraints, acceleration or delays in the timing of the work and other unforeseen difficulties.

Purchase of Publicly Traded Common Units of TNCLP

On February 7, 2018, we announced that, in accordance with the terms of TNCLP’s First Amended and Restated Agreement of Limited Partnership (as amended by Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership), TNGP elected to exercise its right to purchase the Public Units. TNGP completed its purchase of the Public Units on April 2, 2018 (the Purchase), for an aggregate cash purchase price of $388 million . We funded the Purchase with cash on hand. Upon completion of the Purchase, CF Holdings owned, through its subsidiaries, 100 percent of the general and limited partnership interests of TNCLP. See Note 19—Subsequent Event for additional information.

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Debt

Revolving Credit Agreement

We have a senior secured revolving credit agreement (the Revolving Credit Agreement) providing for a revolving credit facility of up to $750 million with a maturity of September 18, 2020. The Revolving Credit Agreement includes a letter of credit sub-limit of $125 million . Borrowings under the Revolving Credit Agreement may be used for working capital and general corporate purposes. CF Industries is the borrower under the Revolving Credit Agreement and may also designate as borrowers one or more wholly owned subsidiaries that are organized in the United States or any state thereof, or the District of Columbia.

Borrowings under the Revolving Credit Agreement may be denominated in U.S. dollars, Canadian dollars, euro and British pounds, and bear interest at a per annum rate equal to an applicable eurocurrency rate or base rate plus, in either case, a specified margin, and the borrowers are required to pay an undrawn commitment fee on the undrawn portion of the commitments under the Revolving Credit Agreement and customary letter of credit fees. The specified margin and the amount of the commitment fee depend on CF Holdings’ credit rating at the time.

Letters of Credit

Senior Notes



	Effective Interest Rate	March 31, 2018				December 31, 2017
	Effective Interest Rate	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.

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Public Senior Notes

Under the indentures (including the applicable supplemental indentures) governing our senior notes due 2020, 2023, 2034, 2043 and 2044 (the Public Senior Notes), each series of Public Senior Notes is guaranteed by CF Holdings and CF Holdings’ wholly owned subsidiaries CFE, CFS and CF USA. CFE, CFS and CF USA became subsidiary guarantors of the Public Senior Notes as a result of their becoming guarantors under the Revolving Credit Agreement.

Senior Secured Notes

Forward Sales and Customer Advances

We offer our customers the opportunity to purchase products from us on a forward basis at prices and on delivery dates we propose. Therefore, our reported fertilizer selling prices and margins may differ from market spot prices and margins available at the time of shipment.

Customer advances, which typically represent a portion of the contract’s sales value, are received shortly after the contract is executed, with any remaining unpaid amount generally being collected by the time the product is shipped, thereby reducing or eliminating the accounts receivable related to such sales. Any cash payments received in advance from customers in connection with forward sales contracts are reflected on our consolidated balance sheets as a current liability until related orders are shipped and revenue is recognized. As of March 31, 2018 and December 31, 2017 , we had $154 million and $89 million , respectively, in customer advances on our consolidated balance sheets.

While customer advances are a source of liquidity, the level of forward sales contracts is affected by many factors including current market conditions and our customers’ outlook on future market fundamentals. During periods of declining prices, customers tend to delay purchasing fertilizer in anticipation that prices in the future will be lower than the current prices. If the level of sales under our forward sales programs were to decrease in the future, our cash received from customer advances would likely decrease and our accounts receivable balances would likely increase. Additionally, borrowing under the Revolving Credit Agreement could become necessary. Due to the volatility inherent in our business and changing customer expectations, we cannot estimate the amount of future forward sales activity.

Under our forward sales programs, a customer may delay delivery of an order due to weather conditions or other factors. These delays generally subject the customer to potential charges for storage or may be grounds for termination of the contract by us. Such a delay in scheduled shipment or termination of a forward sales contract due to a customer’s inability or unwillingness to perform may negatively impact our reported sales.

Derivative Financial Instruments

We use derivative financial instruments to reduce our exposure to changes in prices for natural gas that will be purchased in the future. Natural gas is the largest and most volatile component of our manufacturing cost for nitrogen-based fertilizers. From time to time, we also use derivative financial instruments to reduce our exposure to changes in foreign currency exchange rates. Volatility in reported quarterly earnings can result from the unrealized mark-to-market adjustments in the value of the derivatives. In the three months ended March 31, 2018 and 2017 , we recognized an unrealized net mark-to-market (gain) loss on derivative financial instruments of $(3) million and $53 million , respectively. These amounts are reflected in cost of sales in our consolidated statements of operations.

Derivatives expose us to counterparties and the risks associated with their ability to meet the terms of the contracts. For derivatives that are in net asset positions, we are exposed to credit loss from nonperformance by the counterparties. We control our credit risk through the use of multiple counterparties that are multinational commercial banks, other major financial institutions or large energy companies, and, in most cases, the use of International Swaps and Derivatives Association (ISDA) agreements. The ISDA agreements are master netting arrangements commonly used for over-the-counter derivatives that

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CF INDUSTRIES HOLDINGS, INC.

mitigate exposure to counterparty credit risk, in part, by creating contractual rights of netting and setoff, the specifics of which vary from agreement to agreement.

The ISDA agreements for most of our derivative instruments contain credit-risk-related contingent features, such as cross default provisions and credit support thresholds. In the event of certain defaults or a credit ratings downgrade, our counterparty may request early termination and net settlement of certain derivative trades or may require us to collateralize derivatives in a net liability position. The Revolving Credit Agreement, at any time when it is secured, provides a cross collateral feature for those of our derivatives that are with counterparties that are party to, or affiliates of parties to, the Revolving Credit Agreement so that no separate collateral would be required for those counterparties in connection with such derivatives. In the event the Revolving Credit Agreement becomes unsecured, separate collateral could be required in connection with such derivatives.

As of March 31, 2018 and December 31, 2017 , the aggregate fair value of the derivative instruments with credit-risk-related contingent features in net liability positions was $9 million and $12 million , respectively, which also approximates the fair value of the maximum amount of additional collateral that would need to be posted or assets needed to settle the obligations if the credit-risk-related contingent features were triggered at the reporting dates. As of March 31, 2018 and December 31, 2017 , we had open natural gas derivative contracts, including natural gas fixed price swaps and natural gas basis swaps, for 27.7 million MMBtus and 35.9 million MMBtus, respectively. As of March 31, 2018 and December 31, 2017 , we had no cash collateral on deposit with counterparties for derivative contracts. The credit support documents executed in connection with certain of our ISDA agreements generally provide us and our counterparties the right to set off collateral against amounts owing under the ISDA agreements upon the occurrence of a default or a specified termination event.

Defined Benefit Pension Plans

We contributed $6 million to our pension plans during the three months ended March 31, 2018 . Over the remainder of 2018 , we expect to contribute an additional $35 million to our pension plans, or a total of approximately $41 million for the full year 2018 .

Distribution on Noncontrolling Interest in CFN

In the first quarter of 2018 , the CFN Board of Managers approved semi-annual distribution payments for the distribution period ended December 31, 2017 in accordance with the Second Amended and Restated Limited Liability Company Agreement of CFN. On January 31, 2018 , CFN distributed $49 million to CHS for the distribution period ended December 31, 2017 . The estimate of the partnership distribution earned by CHS, but not yet declared, for the first quarter of 2018 is approximately $39 million .

Cash Flows

Operating Activities

Net cash provided by operating activities during the first three months of 2018 was $282 million as compared to $356 million in the first three months of 2017 . The decrease of $74 million was due primarily to unfavorable working capital changes partially offset by higher net earnings during the first three months of 2018 . Unfavorable working capital changes during the first three months of 2018 included an increase in cash spent for the seasonal increase in inventory and lower customer advances received compared to the prior year period.

Investing Activities

Net cash used in investing activities was $55 million in the first three months of 2018 as compared to $86 million in the first three months of 2017 . The $31 million decrease is due primarily to lower capital expenditures. During the first three months of 2018 , capital expenditures totaled $68 million compared to $94 million in the first three months of 2017 .

Financing Activities

Net cash used in financing activities was $127 million in the first three months of 2018 compared to $124 million in the same period of 2017 . Dividends paid on common stock in each of the three -month periods ended March 31, 2018 and 2017 were $70 million .

Contractual Obligations

As of March 31, 2018 , there have been no material changes outside the ordinary course of business to our contractual obligations as described in our 2017 Annual Report on Form 10-K filed with the SEC on February 22, 2018 , except for our obligation to purchase the Public Units of TNCLP on April 2, 2018 for $388 million .

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CF INDUSTRIES HOLDINGS, INC.

Off-Balance Sheet Arrangements

We have operating leases for certain property and equipment under various noncancelable agreements, including rail car leases and barge tow charters that are utilized for the distribution of our products. The rail car leases currently have minimum terms ranging from one to eleven years and the barge charter commitments currently have terms ranging from one to seven years. We also have terminal and warehouse storage agreements for our distribution system, some of which contain minimum throughput requirements. The storage agreements contain minimum terms ranging from one to five years and commonly contain automatic annual renewal provisions thereafter unless canceled by either party. See Note 23—Leases in the notes to our consolidated financial statements included in our 2017 Annual Report on Form 10-K filed with the SEC on February 22, 2018 for additional information concerning leases.

We do not have any other off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies and Estimates

There were no changes to our significant accounting policies or estimates during the first three months of 2018 .

Recent Accounting Pronouncements

See Note 2—New Accounting Standards for a discussion of recent accounting pronouncements.

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FORWARD-LOOKING STATEMENTS

From time to time, in this Quarterly Report on Form 10-Q as well as in other written reports and oral statements, we make forward-looking statements that are not statements of historical fact and may involve a number of risks and uncertainties. These statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to our prospects, future developments and business strategies. We have used the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” or “would” and similar terms and phrases, including references to assumptions, to identify forward-looking statements in this document. These forward-looking statements are made based on currently available competitive, financial and economic data, our current expectations, estimates, forecasts and projections about the industries and markets in which we operate and management’s beliefs and assumptions concerning future events affecting us. These statements are not guarantees of future performance and are subject to risks, uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Therefore, our actual results may differ materially from what is expressed in or implied by any forward-looking statements. We want to caution you not to place undue reliance on any forward-looking statements. We do not undertake any responsibility to release publicly any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this document. Additionally, we do not undertake any responsibility to provide updates regarding the occurrence of any unanticipated events which may cause actual results to differ from those expressed or implied by the forward-looking statements contained in this document.

Important factors that could cause actual results to differ materially from our expectations are disclosed under “Risk Factors” in Item 1A in our 2017 Annual Report on Form 10-K filed with the SEC on February 22, 2018 . Such factors include, among others:


•	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.

Table of Contents

CF INDUSTRIES HOLDINGS, INC.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are exposed to the impact of changes in commodity prices, interest rates and foreign currency exchange rates.

Commodity Prices

Our net sales, cash flows and estimates of future cash flows related to nitrogen-based fertilizers are sensitive to changes in fertilizer prices as well as changes in the prices of natural gas and other raw materials unless these costs have been fixed or hedged. A $1.00 per MMBtu change in the price of natural gas would change the cost to produce a ton of ammonia, granular urea, UAN (32%), and AN by approximately $32, $22, $14 and $15, respectively.

Natural gas is the largest and most volatile component of the manufacturing cost for nitrogen-based fertilizers. We manage the risk of changes in natural gas prices primarily with the use of derivative financial instruments. The derivative instruments that we use are primarily natural gas fixed price swaps, natural gas basis swaps and natural gas options. These derivatives settle using primarily NYMEX futures price indexes, which represent the basis for fair value at any given time. The contracts represent anticipated natural gas needs for future periods and settlements are scheduled to coincide with anticipated natural gas purchases during those future periods. As of March 31, 2018, we had natural gas NYMEX fixed price swaps covering periods through December 2018 and natural gas basis swaps covering certain periods through March 2019.

As of March 31, 2018 and December 31, 2017 , we had open natural gas derivative contracts, including natural gas fixed price swaps and natural gas basis swaps, for 27.7 million MMBtus and 35.9 million MMBtus, respectively. A $1.00 per MMBtu increase in the forward curve prices of natural gas at March 31, 2018 would result in a favorable change in the fair value of these derivative positions of $25 million , and a $1.00 per MMBtu decrease in the forward curve prices of natural gas would change their fair value unfavorably by $25 million .

From time to time we may purchase nitrogen products on the open market to augment or replace production at our facilities.

Interest Rate Fluctuations

As of March 31, 2018 , we had seven series of senior notes totaling $4.75 billion of principal outstanding with maturity dates of May 1, 2020, December 1, 2021, June 1, 2023, December 1, 2026, March 15, 2034, June 1, 2043 and March 15, 2044. The senior notes have fixed interest rates. As of March 31, 2018 , the carrying value and fair value of our senior notes was approximately $4.69 billion and $4.58 billion , respectively.

Borrowings under the Revolving Credit Agreement bear current market rates of interest and we are subject to interest rate risk on such borrowings. There were no borrowings outstanding under the Revolving Credit Agreement as of March 31, 2018 or December 31, 2017 , or during the three months ended March 31, 2018 .

Foreign Currency Exchange Rates

We are directly exposed to changes in the value of the Canadian dollar, the British pound and the euro. We generally do not maintain any exchange rate derivatives or hedges related to these currencies.

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CF INDUSTRIES HOLDINGS, INC.

ITEM 4. CONTROLS AND PROCEDURES.

(a) Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, the Company’s principal executive officer and principal financial officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in (i) ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

West Fertilizer Co.

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CF INDUSTRIES HOLDINGS, INC.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table sets forth stock repurchases for each of the three months of the quarter ended March 31, 2018 .



	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	—

⁽¹⁾ Represents shares withheld to pay for employee tax obligations upon vesting of restricted stock units.

ITEM 6. EXHIBITS.



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.

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CF INDUSTRIES HOLDINGS, INC.

EXHIBIT INDEX



Exhibit No.		Description
2.1		First Amendment to the Second Amended and Restated Limited Liability Company Agreement of CF Industries Nitrogen, LLC, dated as of March 30, 2018, by and among CF Industries Nitrogen, LLC, CF Industries Sales, LLC, CF USA Holdings, LLC and CHS Inc.*
3.1		Fourth Amended and Restated Bylaws of CF Industries Holdings, Inc., effective October 14, 2015, as amended April 20, 2018.
4.1		Second Supplement to Second Supplemental Indenture, dated as of March 29, 2018, among CF Industries, Inc., CF Industries Holdings, Inc. and the other guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to CF Industries, Inc.’s 7.125% Senior Notes due 2020
4.2		Second Supplement to First Supplemental Indenture, dated as of March 29, 2018, among CF Industries, Inc., CF Industries Holdings, Inc. and the other guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to CF Industries, Inc.’s 3.450% Senior Notes due 2023
4.3		Second Supplement to Second Supplemental Indenture, dated as of March 29, 2018, among CF Industries, Inc., CF Industries Holdings, Inc. and the other guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to CF Industries, Inc.’s 4.950% Senior Notes due 2043
4.4		Second Supplement to Third Supplemental Indenture, dated as of March 29, 2018, among CF Industries, Inc., CF Industries Holdings, Inc. and the other guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to CF Industries, Inc.’s 5.150% Senior Notes due 2034
4.5		Second Supplement to Fourth Supplemental Indenture, dated as of March 29, 2018, among CF Industries, Inc., CF Industries Holdings, Inc. and the other guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to CF Industries, Inc.’s 5.375% Senior Notes due 2044
4.6		First Supplemental Indenture, dated as of March 29, 2018, among CF Industries, Inc., CF USA Holdings, LLC and Wells Fargo Bank, National Association, as trustee and as collateral agent, relating to CF Industries, Inc.’s 3.400% Senior Secured Notes due 2021
4.7		First Supplemental Indenture, dated as of March 29, 2018, among CF Industries, Inc., CF USA Holdings, LLC and Wells Fargo Bank, National Association, as trustee and as collateral agent, relating to CF Industries, Inc.’s 4.500% Senior Secured Notes due 2026
10.1		Amendment No. 4, dated as of March 19, 2018, to the Third Amended and Restated Revolving Credit Agreement, among CF Industries Holdings, Inc., CF Industries, Inc. and the lenders under the Existing Revolving Credit Agreement (as defined therein) signatory thereto
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		The following financial information from CF Industries Holdings, Inc.’s 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.

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CF INDUSTRIES HOLDINGS, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	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)

Execution Copy

Exhibit 2.1

FIRST AMENDMENT

TO THE

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

CF INDUSTRIES NITROGEN, LLC

March 30, 2018

This First Amendment (this “ Amendment ”) to the Second Amended and Restated Limited Liability Company Agreement of CF Industries Nitrogen, LLC, a Delaware limited liability company (the “ Company ”), effective as of December 18, 2015, by and between CF Industries Sales, LLC, a Delaware limited liability company (“ CFS ”), and CHS Inc., a Minnesota cooperative (“ CHS ”) (as amended, supplemented or otherwise modified from time to time, the “ LLC Agreement ”) is adopted, executed and agreed to as of March 30, 2018, pursuant to Section 14.1 of the LLC Agreement. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the LLC Agreement.

WHEREAS, CFS is a Member of the Company holding a Membership Interest in the Company that, as of the date hereof, represents a Percentage Interest in the Company equal to approximately 88.3%, subject to adjustment as set forth in the LLC Agreement, including for the allocation of Net Profits and Net Losses for the 2017 and 2018 Fiscal Years, as applicable (the “ Transferred Interests ”);

WHEREAS, pursuant to Section 10.2 of the LLC Agreement, any Member may Transfer all or a Transferrable Portion of its Membership Interests at any time to an Affiliate of such Member in its sole discretion, without the consent of the Board of Managers or any other Member;

WHEREAS, CFS and CF USA Holdings, LLC, a Delaware limited liability company and Affiliate of CFS (“ CF-USA ”), have entered into that certain Contribution Agreement, effective as of the Effective Time (as defined therein), pursuant to which CFS has contributed, transferred, conveyed, assigned and delivered to CF-USA all of its right, title and interest in and to the Transferred Interests in the Company, and CF-USA has accepted all of CFS’ right, title and interest in and to the Transferred Interests in the Company (the “ Transfer ”);

WHEREAS, pursuant to Section 10.2 of the LLC Agreement, if an Affiliate of a Member shall acquire all of such Member’s Membership Interest in the Company, then such transferee Affiliate shall be substituted for such Member and shall succeed to such Member’s right to appoint Managers;

825497.04-WILSR01A - MSW

WHEREAS, pursuant to a joinder agreement substantially in the form attached hereto as

Exhibit A , CF-USA has agreed to become a party to, and be bound by, the provisions of the LLC Agreement as a Member thereunder;

WHEREAS, the Board of Managers has acknowledged the Transfer and desires to admit CF-USA as an Additional Member of the Company pursuant to Section 10.3 of the LLC Agreement in substitution of CFS; and

WHEREAS, pursuant to Section 14.1 of the LLC Agreement, the Board of Managers wishes to amend the LLC Agreement in order to reflect the admission of CF-USA as an Additional Member in substitution of CFS.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed as follows:

Section 1. Amendments . CF-USA is hereby admitted as an Additional Member of the Company in substitution of CFS, effective as of the date hereof. Schedule A of the LLC Agreement is hereby amended and restated in its entirety as set forth on Exhibit B attached hereto.

Section 2. Effect . From and after the date hereof (i) all references in the LLC Agreement to CFS shall be deemed to be references to CF-USA, (ii) CFS shall automatically cease to be a Member and shall no longer be bound by the LLC Agreement and (iii) all references to the LLC Agreement shall be deemed to be references to the LLC Agreement as amended hereby.

Section 3. Ratification . Except as expressly modified by this Amendment, each term and provision of the LLC Agreement is hereby ratified and confirmed and shall continue in full force and effect.

Section 4. Governing Law . This Amendment and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws, without regard to its conflicts of law doctrine.

Section 5. Counterparts . This Amendment may be executed in any number of counterparts (including by means of telecopied signature pages) with the same effect as if all parties hereto had signed the same document. All counterparts shall be construed together and shall constitute one instrument.

[ Signature Page Follows ]

825497.04-WILSR01A - MSW

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written.



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:

[Amendment to Second Amended and Restated LLC Agreement of CF Industries Nitrogen, LLC]

Exhibit A

Joinder (see attached)

825497.04-WILSR01A - MSW

JOINDER AGREEMENT

TO THE

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

CF INDUSTRIES NITROGEN, LLC

March 30, 2018

Reference is made to that certain Second Amended and Restated Limited Liability Company Agreement of CF Industries Nitrogen, LLC, a Delaware limited liability company (the “ Company ”), effective as of December 18, 2015, by and between CF Industries Sales, LLC, a Delaware limited liability company (“ CFS ”), and CHS Inc., a Minnesota cooperative (as amended, supplemented or otherwise modified from time to time, the “ LLC Agreement ”). Capitalized terms used herein but not defined herein have the respective meanings ascribed to such terms in the LLC Agreement.

In connection with the Transfer by CFS (“ Transferor ”), of all of its right, title and interest in and to, and duties, liabilities and obligations arising in connection with, all of its Membership Interests in the Company to CF USA Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of CFS (“ Transferee ”), pursuant to that certain Contribution Agreement, effective as of the Effective Time (as defined therein), by and between Transferor and Transferee (the “ Contribution Agreement ”), the undersigned hereby (i) agrees to become a party to, and be bound by, the provisions of the LLC Agreement as a Member and (ii) assumes all of the Transferor’s duties, liabilities, and obligations under the LLC Agreement and agrees to pay, perform, and discharge, as and when due, all of the obligations of the Transferor under the LLC Agreement accruing on and after the Effective Time (as defined in the Contribution Agreement).

This joinder agreement shall be effective as of the Effective Time (as defined in the Contribution Agreement) and shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of law that would result in the application of the laws of another jurisdiction.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the undersigned has executed this joinder agreement as of the date first above written.



CF USA HOLDINGS, LLC
By:	_____________________________________
Name: Douglas C. Barnard Title: Senior Vice President, General Counsel, and Secretary

[CF Industries Nitrogen, LLC Joinder Agreement]

Exhibit 3.1

FOURTH AMENDED AND RESTATED

BYLAWS

CF INDUSTRIES HOLDINGS, INC.

A Delaware Corporation

Effective October 14, 2015

As amended April 20, 2018

Table of Contents

ARTICLE I. OFFICES 1

Section 1. Registered Office 1

Section 2. Other Offices 1

ARTICLE II. MEETINGS OF STOCKHOLDERS 1

Section 1. Place of Meetings 1

Section 2. Annual Meetings 1

Section 3. Special Meetings 1

Section 4. Nature of Business at Annual Meetings of Stockholders 4

Section 5. Nomination of Directors 5

Section 6. Notice 7

Section 7. Adjournments 8

Section 8. Quorum 8

Section 9. Voting 8

Section 10. Proxies 8

Section 11. List of Stockholders Entitled to Vote 9

Section 12. Record Date 9

Section 13. Stock Ledger 9

Section 14. Conduct of Meetings 10

Section 15. Inspectors of Election 10

Section 16. Proxy Access 10

ARTICLE III . DIRECTORS 16

Section 1. Number and Election of Directors 16

Section 2. Vacancies 16

Section 3. Duties and Powers 16

Section 4. Meetings 16

Section 5. Organization 17

Section 6. Resignations and Removals of Directors 17

Section 7. Quorum 17

Section 8. Actions of the Board by Written Consent 17

Section 9. Meetings by Means of Conference Telephone 17

Section 10. Committees 18

Section 11. Compensation 18

Section 12. Interested Directors 18

Section 13. Qualifications 18

ARTICLE IV. OFFICERS 19

Section 1. General 19

Section 2. Election 19

Section 3. Voting Securities Owned by the Corporation 20

Section 4. Chairman of the Board of Directors 20

Section 5. President 20

Section 6. Chief Financial Officer 20

Section 7. Vice Presidents 21

Section 8. Secretary 21

Section 9. Treasurer 21

Section 10. Assistant Secretaries 22

Section 11. Assistant Treasurers 22

Section 12. Other Officers 22

ARTICLE V. STOCK 22

Section 1. Form of Certificates 22

Section 2. Signatures 22

Section 3. Lost Certificates 22

Section 4. Transfers 23

Section 5. Dividend Record Date 23

Section 6. Record Owners 23

Section 7. Transfer and Registry Agents 23

ARTICLE VI. NOTICES 24

Section 1. Notices 24

Section 2. Waivers of Notice 24

ARTICLE VII. GENERAL PROVISIONS 24

Section 1. Dividends 24

Section 2. Disbursements 24

Section 3. Fiscal Year 24

Section 4. Corporate Seal 25

Section 5. Interpretations and Determinations 25

ARTICLE VIII. INDEMNIFICATION 25

Section 1. Power to Indemnify in Actions, Suits or Proceedings other than those by or in the Right of the Corporation 25

Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation 26

Section 3. Authorization of Indemnification 26

Section 4. Good Faith Defined 26

Section 5. Indemnification by a Court 27

Section 6. Expenses Payable in Advance 27

Section 7. Nonexclusivity of Indemnification and Advancement of Expenses 27

Section 8. Insurance 28

Section 9. Certain Definitions 28

Section 10. Survival of Indemnification and Advancement of Expenses 28

Section 11. Limitation on Indemnification 28

Section 12. Indemnification of Employees and Agents 29

Section 13. Enforceability 29

ARTICLE IX. AMENDMENTS 29

Section 1. Amendments 29

Section 2. Entire Board of Directors 29

iii

BYLAWS OF CF INDUSTRIES HOLDINGS, INC.

(hereinafter called the “Corporation”)

ARTICLE I. OFFICES


Section 1.	Registered Office

The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.


Section 2.	Other Offices

The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine.

ARTICLE II. MEETINGS OF STOCKHOLDERS


Section 1.	Place of Meetings

Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors.


Section 2.	Annual Meetings

The Annual Meeting of Stockholders for the election of directors shall be held on such date and at such time as shall be designated from time to time by the Board of Directors. Any other proper business may be transacted at the Annual Meeting of Stockholders.


Section 3.	Special Meetings

Unless otherwise required by law, Special Meetings of Stockholders may be called by (i) the Chairman of the Board of Directors, if there be one, (ii) the President or (iii) the Board of Directors, and (iv) subject to the provisions of this Section 3 and all other applicable sections of the Bylaws, a Special Meeting shall be called by the Secretary of the Corporation upon written request in proper form (a “Special Meeting Request”) to the Secretary of one or more record holders of common stock of the Corporation representing at least twenty-five percent (25%) of the voting power of all outstanding shares of common stock which shares are determined to be “Net Long Shares” in accordance with this Section 3 (the “Requisite Percentage”). Subject to the rights of the holders of any shares of preferred stock, Special Meetings of the Stockholders may not be called by any other person or persons.

For purposes of this Section 3 and for determining the Requisite Percentage, Net Long Shares shall be limited to the number of shares of common stock beneficially owned, directly or indirectly, by any stockholder or beneficial owner that constitute such person’s net long position as defined in Rule 14e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provided that (x) for purposes of such definition (i) the date the tender offer is first announced or otherwise made known by the bidder to holders of the security to be acquired shall instead be the date for determining and/or documenting a stockholder’s or beneficial owner’s Net Long Shares and (ii) the reference to the highest tender price shall refer to the closing sales price of the Corporation’s common stock on the New York

Stock Exchange (or any successor thereto) on such date (or, if such date is not a trading day, the next succeeding trading day), (iii) the person whose securities are the subject of the offer shall refer to the Corporation and (iv) a “subject security” shall refer to the outstanding common stock of the Corporation; and (y) to the extent not covered by such definition, the net long position of such holder shall be reduced by any shares as to which such person does not, at the time the Special Meeting Request is delivered to the Corporation, have the right to vote or direct the vote at the Special Meeting or as to which such person has entered into a derivative or other agreement, arrangement or understanding that hedges or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares. In addition, to the extent any affiliates of the Requesting Stockholder (as defined below) are acting in concert with the Requesting Stockholder with respect to the calling of the Special Meeting, the determination of Net Long Shares may include the effect of aggregating the Net Long Shares (including any negative number) of such affiliate or affiliates. Whether shares constitute “Net Long Shares” shall be decided by the Board of Directors in its reasonable determination.

A Special Meeting Request must be delivered to or mailed to the attention of the Secretary at the principal executive offices of the Corporation. To be valid and in proper written form, a Special Meeting Request must be signed and dated by each stockholder of record submitting the Special Meeting Request and by each of the beneficial owners, if any, on whose behalf the Special Meeting Request is being made (each such record owner and beneficial owner, a “Requesting Stockholder”), and include (i) a statement of the specific purpose(s) of the Special Meeting and the matters proposed to be acted on at the Special Meeting, the text of any proposal or business (including the text of any resolutions proposed for consideration, and in the event that such business includes a proposal to amend the Bylaws of the Corporation, the text of the proposed amendment), the reasons for conducting such business at the Special Meeting, and any material interest in such business of each Requesting Stockholder; (ii) in the case of any director nominations proposed to be presented at the Special Meeting, the information required by clauses (a)(i) through (a)(vii) of the fourth paragraph of Article II, Section 5 of these Bylaws and clauses (b)(i) through (b)(vi) and clause (b)(xi) of the fourth paragraph of Article II, Section 5 of these Bylaws, including with respect to each Requesting Stockholder; (iii) in the case of any matter (other than a director nomination) proposed to be conducted at the Special Meeting, the information required by clauses (i) through (vi) and clause (x) of the fourth paragraph of Article II, Section 4 of these Bylaws, including with respect to each Requesting Stockholder; (iv) a representation that each Requesting Stockholder, or one or more representatives of each such stockholder, intends to appear in person or by proxy at the Special Meeting to present the proposal(s) or business to be brought before the Special Meeting; (v) a representation as to whether the Requesting Stockholders intend, or are part of a group that intends, to solicit proxies with respect to the proposals or business to be presented at the Special Meeting; (vi) an agreement by the Requesting Stockholders to notify the Corporation promptly in the event of any decrease in the number of Net Long Shares held by the Requesting Stockholders following the delivery of such Special Meeting Request and prior to the Special Meeting and an acknowledgement that any such decrease shall be deemed to be a revocation of such Special Meeting Request to the extent of such reduction; and (vii) documentary evidence that the Requesting Stockholders own the Requisite Percentage as of the date on which the Special Meeting Request is delivered to the Secretary; provided, however, that if the stockholder(s) of record submitting the Special Meeting Request are not the beneficial owners of the shares representing the Requisite Percentage, then to be valid, the Special Meeting Request must also include documentary evidence (or, if not simultaneously provided with the Special Meeting Request, such documentary evidence must be delivered to the Secretary within ten (10) days after the date on which the Special Meeting Request is delivered to the Secretary) that the beneficial owners on whose behalf the Special

Meeting Request is made beneficially own the Requisite Percentage as of the date on which such Special Meeting Request is delivered to the Secretary. In addition, each Requesting Stockholder shall promptly provide any other information reasonably requested by the Corporation.

The Corporation will provide the Requesting Stockholders with notice of the record date for the determination of stockholders entitled to vote at the Special Meeting or otherwise publicly disclose such date. Each Requesting Stockholder is required to update the notice delivered pursuant to this Section 3 not later than ten (10) business days after such record date to provide any material changes in the foregoing information as of such record date and, with respect to the information required under clause (vii) of the previous paragraph, also as of a date not more than five (5) business days before the scheduled date of the Special Meeting as to which the Special Meeting Request relates.

In determining whether a Special Meeting has been requested by stockholders holding in the aggregate at least the Requisite Percentage, multiple Special Meeting Requests delivered to the Secretary of the Corporation will be considered together only if (i) each Special Meeting Request identifies substantially the same purpose or purposes of the Special Meeting and substantially the same matters proposed to be acted on at the Special Meeting (in each case as determined in good faith by the Board of Directors), and (ii) such Special Meeting Requests have been delivered to the Secretary of the Corporation within sixty (60) days of the earliest dated Special Meeting Request.

A Special Meeting Request shall not be valid, and a special meeting requested by stockholders shall not be held, if (i) the Special Meeting Request does not comply with this Section 3; (ii) the Special Meeting Request relates to an item of business that is not a proper subject for stockholder action under applicable law; (iii) the Special Meeting Request is delivered during the period commencing ninety (90) days prior to the first anniversary of the date of the immediately preceding Annual Meeting of Stockholders and ending on the date of the next Annual Meeting; (iv) an identical or substantially similar item (as determined in good faith by the Board of Directors, a “Similar Item”), including the election or removal of director(s), was presented at an Annual Meeting of Stockholders or Special Meeting held not more than ninety (90) days before the Special Meeting Request is delivered; (v) a Similar Item, including the election or removal of director(s), is included in the Corporation’s notice of meeting as an item of business to be brought before an Annual Meeting of Stockholders or Special Meeting that has been called by the time the Special Meeting Request is delivered but not yet held; or (vi) the Special Meeting Request was made in a manner that involved a violation of Regulation 14A under the Exchange Act or other applicable law. The Board of Directors shall determine in good faith whether all requirements set forth in this Section 3 have been satisfied and such determination shall be binding on the Corporation and its stockholders.

Except as otherwise provided in this Article II, Section 3, a Special Meeting held following a Special Meeting Request shall be held at such time and place, either within or without the State of Delaware, as may be fixed by the Board of Directors.

A Requesting Stockholder may revoke a Special Meeting Request by written revocation delivered to Secretary at the principal executive offices of the Corporation at any time prior to the Special Meeting. If, following such revocation (or deemed revocation pursuant to clause (vi) of the third paragraph of this Section 3), there are unrevoked requests from Requesting Stockholders holding, in the aggregate, less than the Requisite Percentage, the Board of Directors, in its discretion, may cancel the Special Meeting.

If none of the Requesting Stockholders appear or send a duly authorized agent to present the business to be presented for consideration specified in the Special Meeting Request, the Corporation need not present such business for a vote at the Special Meeting, notwithstanding that proxies in respect of such matter may have been received by the Corporation.

Business transacted at any Special Meeting shall be limited to (i) the purpose(s) stated in the valid Special Meeting Request for such Special Meeting and (ii) any additional matters the Board of Directors determines to submit to the stockholders at such Special Meeting. The chairman of a Special Meeting shall determine all matters relating to the conduct of the Special Meeting, including, without limitation, determining whether to adjourn the Special Meeting and whether any nomination or other item of business has been properly brought before the Special Meeting in accordance with these Bylaws. If the chairman of a Special Meeting determines that business was not properly brought before the Special Meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.


Section 4.	Nature of Business at Annual Meetings of Stockholders

No business may be transacted at an Annual Meeting of Stockholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the Annual Meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof), or (c) otherwise properly brought before the Annual Meeting by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 4 and on the record date for the determination of stockholders entitled to notice of and to vote at such Annual Meeting and (ii) who complies with the notice procedures set forth in this Section 4.

In addition to any other applicable requirements, for business to be properly brought before an Annual Meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders; provided, however, that in the event that the Annual Meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs.

To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the Annual Meeting a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting and as to the stockholder giving the notice and any Stockholder Associated Person (as defined below) (i) the name and address of such person, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such person, (iii) the nominee holder for, and number of, any shares owned beneficially but not of record by such person, (iv) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any derivative or short positions, profit

interests, options or borrowed or loaned shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such person with respect to any share of stock of the Corporation, (v) a description of all agreements, arrangements or understandings between or among such persons or any other person (including their names) in connection with the proposal of such business by such stockholder, (vi) a description of any material interest of such person in such business, (vii) to the extent known by the stockholder giving the notice or any Stockholder Associated Person, the name and address of any other stockholder supporting the proposal of business on the date of such stockholder’s notice, (viii) a representation that the stockholder giving the notice intends to appear in person or by proxy at the Annual Meeting to bring such business before the meeting, (ix) notice whether such person intends to solicit proxies in connection with the proposed matter and (x) any other information relating to such stockholder or any Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder. Any information required pursuant to this paragraph shall be supplemented to speak as of the record date for the meeting by the stockholder giving the notice not later than ten (10) days after such record date. With respect to any stockholder, “Stockholder Associated Person” means (i) any person acting in concert, directly or indirectly, with such stockholder and (ii) any person controlling, controlled by or under common control with such stockholder or any Stockholder Associated Person.

No business shall be conducted at the Annual Meeting of Stockholders except business brought before the Annual Meeting in accordance with the procedures set forth in this Section 4; provided, however, that, once business has been properly brought before the Annual Meeting in accordance with such procedures, nothing in this Section 4 shall be deemed to preclude discussion by any stockholder of any such business. If the chairman of an Annual Meeting determines that business was not properly brought before the Annual Meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

Nothing in this Section 4 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.


Section 5.	Nomination of Directors

Only persons who are nominated in accordance with the following procedures or the procedures in Article II, Section 16 of these Bylaws shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any Annual Meeting of Stockholders, or at any Special Meeting of Stockholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 5 and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 5. The foregoing clause (b) shall be the exclusive means for a stockholder to make any nomination of a person or persons for election to the Board of Directors at an Annual Meeting or Special Meeting of Stockholders (other than pursuant to a Special Meeting Request in accordance with the requirements set forth in Article II, Section 3 of these Bylaws and the procedures provided in Article II, Section 16 of these Bylaws).

In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation (a) in the case of an Annual Meeting, not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders; provided, however, that in the event that the Annual Meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs; and (b) in the case of a Special Meeting called for the purpose of electing directors (other than pursuant to a Special Meeting Request in accordance with the requirements set forth in Article II, Section 3), not later than the close of business on the tenth (10th) day following the day on which notice of the date of the Special Meeting was mailed or public disclosure of the date of the Special Meeting was made, whichever first occurs.

To be in proper written form, a stockholder’s notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such person, (iv) the nominee holder for, and number of, any shares owned beneficially but not of record by such person, (v) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any derivative or short positions, profit interests, options or borrowed or loaned shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such person with respect to any share of stock of the Corporation, (vi) the representations, agreements and other information required by Article III, Section 13 of these Bylaws and (vii) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice and any Stockholder Associated Person (i) the name and address of such person, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such person, (iii) the nominee holder for, and number of, any shares owned beneficially but not of record by such person, (iv) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any derivative or short positions, profit interests, options or borrowed or loaned shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such person with respect to any share of stock of the Corporation, (v) a description of all agreements, arrangements or understandings between or among such persons or any other person (including their names) pursuant to which the nominations are to be made by the stockholder, (vi) a description of any material interest of such person in such nominations, including any anticipated benefit to such person therefrom, (vii) a description of any relationship between or among the stockholder giving notice and any Stockholder Associated Person, on the one hand, and each proposed nominee, on the other hand, (viii) to the extent known by the stockholder giving the notice or any

Stockholder Associated Person, the name and address of any other stockholder supporting the nominees named in the stockholder’s notice for election on the date of such stockholder’s notice, (ix) a representation that the stockholder giving the notice intends to appear in person or by proxy at the meeting to nominate the persons named in its notice, (x) notice whether such person intends to solicit proxies in connection with the nominations and (xi) any other information relating to such stockholder or any Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. The Corporation may also require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee. Any information required pursuant to this paragraph shall be supplemented to speak as of the record date for the meeting by the stockholder giving the notice not later than ten (10) days after such record date.

No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 5 or Article II, Section 16 of these Bylaws (other than pursuant to a Special Meeting Request in accordance with the requirements set forth in Article II, Section 3). The provisions of this Section 5 shall not apply to any nomination made pursuant to Article II, Section 16 of these Bylaws, except to the extent expressly contemplated in such Section 16.


Section 6.	Notice

Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting and, in the case of a Special Meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by law, written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to notice of and to vote at such meeting.


Section 7.	Adjournments

Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting in accordance with the requirements of Section 6 hereof shall be given to each stockholder of record entitled to notice of and to vote at the meeting.


Section 8.	Quorum

Unless otherwise required by applicable law or the Certificate of Incorporation, the holders of a majority of the Corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall

have power to adjourn the meeting from time to time, in the manner provided in Section 7 hereof, until a quorum shall be present or represented.


Section 9.	Voting

Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, any question brought before any meeting of the stockholders shall be decided by the vote of the holders of a majority of the total number of votes of the Corporation’s capital stock represented and entitled to vote thereat, voting as a single class. Unless otherwise provided in the Certificate of Incorporation, and subject to Section 12 of this Article II, each stockholder represented at a meeting of the stockholders shall be entitled to cast one (1) vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy as provided in Section 10 of this Article II. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of the stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.


Section 10.	Proxies

Each stockholder entitled to vote at a meeting of the stockholders may authorize another person or persons to act for such stockholder as proxy, but no such proxy shall be voted upon after three years from its date, unless such proxy provides for a longer period. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, the following shall constitute a valid means by which a stockholder may grant such authority:

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.

Any copy, facsimile telecommunication or other reliable reproduction of the writing, telegram or cablegram authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing, telegram or cablegram for any and all purposes for which the original writing, telegram or cablegram could be used; provided, however, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing, telegram or cablegram.


Section 11.	List of Stockholders Entitled to Vote

The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting (i) either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held or (ii) during ordinary business hours, at the principal place of business of the Corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.


Section 12.	Record Date

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.


Section 13.	Stock Ledger

The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 11 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of the stockholders.


Section 14.	Conduct of Meetings

The Board of Directors of the Corporation may adopt by resolution such rules and regulations for the conduct of any meeting of the stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or

such other persons as the chairman of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vi) limitations on the time allotted to questions or comments by participants.


Section 15.	Inspectors of Election

In advance of any meeting of the stockholders, the Board of Directors, by resolution, the Chairman, if there be one, or the President shall appoint one or more inspectors to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of the stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by applicable law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by applicable law.


Section 16.	Proxy Access

Whenever the Board of Directors solicits proxies with respect to the election of directors at an Annual Meeting of Stockholders, subject to the provisions of this Section 16, the Corporation shall include in its proxy statement for such Annual Meeting of Stockholders, in addition to any persons nominated for election by the Board of Directors or any committee thereof, the name, together with the Required Information (defined below), of any person nominated for election (the “Stockholder Nominee”) to the Board of Directors by a stockholder or group of no more than twenty (20) stockholders that satisfies the requirements of this Section 16 (the “Eligible Stockholder”) and that expressly elects at the time of providing the notice required by this Section 16 (the “Notice of Proxy Access Nomination”) to have such nominee included in the Corporation’s proxy materials pursuant to this Section 16. For purposes of determining the number of stockholders comprising a group of stockholders under the immediately-preceding sentence, any two or more funds under common management or sharing a common investment adviser shall be counted as one stockholder. For purposes of this Section 16, the “Required Information” that the Corporation will include in its proxy statement is the information provided to the Secretary of the Corporation concerning the Stockholder Nominee and the Eligible Stockholder that is required to be disclosed in the Corporation’s proxy statement by the regulations promulgated under the Exchange Act and, if the Eligible Stockholder so elects, a written statement, not to exceed 500 words, in support of the Stockholder Nominee(s)’ candidacy (the “Statement”). Subject to the provisions of this Section 16, the name of any Stockholder Nominee included in the Corporation’s proxy materials for such Annual Meeting of Stockholders shall also be set forth on the form of proxy distributed by the Corporation in connection with such Annual Meeting of Stockholders. Notwithstanding anything to the contrary contained in this Section 16, the Corporation may omit from its proxy materials any information or Statement (or portion thereof) that it, in good faith, believes would violate any applicable law or regulation.

To be timely, the Notice of Proxy Access Nomination must be delivered to, or mailed to and received by, the Secretary of the Corporation no earlier than one hundred fifty (150) days and no later than one

hundred twenty (120) days before the anniversary of the date that the Corporation issued its proxy statement for the previous year’s Annual Meeting of Stockholders.

The maximum number of Stockholder Nominees nominated by all Eligible Stockholders that will be included in the Corporation’s proxy materials with respect to an Annual Meeting of Stockholders shall not exceed twenty-five percent (25%) of the number of directors in office as of the last day on which a Notice of Proxy Access Nomination may be delivered pursuant to and in accordance with this Section 16 (the “Final Proxy Access Nomination Date”) or, if such amount is not a whole number, the closest whole number below twenty-five percent (25%). In the event that one or more vacancies for any reason occurs on the Board of Directors after the Final Proxy Access Nomination Date but before the date of the Annual Meeting of Stockholders and the Board of Directors resolves to reduce the size of the Board of Directors in connection therewith, the maximum number of Stockholder Nominees included in the Corporation’s proxy materials shall be calculated based on the number of directors in office as so reduced. For purposes of determining when the maximum number of Stockholder Nominees provided for in this Section 16 has been reached, each of the following persons shall be counted as one of the Stockholder Nominees: (i) any individual nominated by an Eligible Stockholder for inclusion in the Corporation’s proxy materials pursuant to this Section 16 whom the Board of Directors decides to nominate for election to the Board of Directors and (ii) any director in office as of the Final Proxy Access Nomination Date who was included in the Corporation's proxy materials as a Stockholder Nominee for either of the two (2) most recent preceding Annual Meetings of Stockholders (including any individual counted as a Stockholder Nominee pursuant to the preceding clause (i)) and whom the Board of Directors decides to nominate for re-election to the Board of Directors. Any Eligible Stockholder submitting more than one Stockholder Nominee for inclusion in the Corporation’s proxy materials pursuant to this Section 16 shall rank such Stockholder Nominees based on the order in which the Eligible Stockholder desires such Stockholder Nominees to be selected for inclusion in the Corporation’s proxy statement in the event that the total number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section 16 exceeds the maximum number of Stockholder Nominees provided for in this Section 16. In the event that the number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section 16 exceeds the maximum number of Stockholder Nominees provided for in this Section 16, the highest ranking Stockholder Nominee who meets the requirements of this Section 16 from each Eligible Stockholder will be selected for inclusion in the Corporation’s proxy materials until the maximum number is reached, going in order of the amount (largest to smallest) of shares of common stock of the Corporation each Eligible Stockholder disclosed as owned in its respective Notice of Proxy Access Nomination submitted to the Corporation. If the maximum number is not reached after the highest ranking Stockholder Nominee who meets the requirements of this Section 16 from each Eligible Stockholder has been selected, then the next highest ranking Stockholder Nominee who meets the requirements of this Section 16 from each Eligible Stockholder will be selected for inclusion in the Corporation's proxy materials, and this process will continue as many times as necessary, following the same order each time, until the maximum number is reached.

For purposes of this Section 16, an Eligible Stockholder shall be deemed to “own” only those outstanding shares of common stock of the Corporation as to which the stockholder possesses both (i) the full voting and investment rights pertaining to the shares and (ii) the full economic interest in (including the opportunity for profit from and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares (x) sold by such stockholder or any of its affiliates in any transaction that has not been settled or closed, (y) borrowed by such stockholder or

any of its affiliates for any purposes or purchased by such stockholder or any of its affiliates pursuant to an agreement to resell or (z) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such stockholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares of outstanding common stock of the Corporation, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future, such stockholder’s or its affiliates’ full right to vote or direct the voting of any such shares, and/or (2) hedging, offsetting or altering to any degree any gain or loss realized or realizable from maintaining the full economic ownership of such shares by such stockholder or affiliate, other than hedging across a broad multi-industry investment portfolio solely with respect to currency risk, interest rate risk or, using a broad index-based hedge, equity risk. A stockholder shall “own” shares held in the name of a nominee or other intermediary so long as the stockholder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A stockholder’s ownership of shares shall be deemed to continue during any period in which (i) the stockholder has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement which is revocable at any time by the stockholder or (ii) the stockholder has loaned such shares, provided that the stockholder has the power to recall such loaned shares on five (5) business days' notice. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings. Whether outstanding shares of the common stock of the Corporation are “owned” for these purposes shall be determined by the Board of Directors or any committee thereof. For purposes of this Section 16, the term “affiliate” or “affiliates” shall have the meaning ascribed thereto under the General Rules and Regulations under the Exchange Act.

In order to make a nomination pursuant to this Section 16, an Eligible Stockholder must have owned (as defined above) at least the Required Ownership Percentage (as defined below) of the Corporation’s outstanding common stock (the “Required Shares”) continuously for at least the Minimum Holding Period (as defined below) as of both the date the Notice of Proxy Access Nomination is delivered to, or mailed to and received by, the Secretary of the Corporation in accordance with this Section 16 and the record date for determining the stockholders entitled to vote at the Annual Meeting of Stockholders and must continue to own the Required Shares through the meeting date. For purposes of this Section 16, the “Required Ownership Percentage” is three percent (3)%, and the “Minimum Holding Period” is three (3) years. Within the time period specified in this Section 16 for delivering the Notice of Proxy Access Nomination, an Eligible Stockholder must provide the following information in writing to the Secretary of the Corporation: (i) a written statement by the Eligible Stockholder certifying as to the number of shares it owns and has owned (as defined in this Section 16) continuously during the Minimum Holding Period; (ii) one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the Minimum Holding Period) verifying that, as of a date within seven calendar days prior to the date the Notice of Proxy Access Nomination is delivered to, or mailed to and received by, the Secretary of the Corporation, the Eligible Stockholder owns, and has owned continuously for the Minimum Holding Period, the Required Shares, and the Eligible Stockholder’s agreement to provide, within five (5) business days after the record date for the Annual Meeting of Stockholders, written statements from the record holder and intermediaries verifying the Eligible Stockholder’s continuous ownership of the Required Shares through the record date; (iii) a copy of the Schedule 14N that has been filed with the United States Securities and Exchange Commission (the “SEC”) as required by Rule 14a-18 under the Exchange Act; (iv) the information

required by clauses (a)(i) through (a)(vii) of the fourth paragraph of Article II, Section 5 of these Bylaws and, with respect to each stockholder, clauses (b)(i) through (b)(xi) of the fourth paragraph of Article II, Section 5 of these Bylaws; (v) the consent of each Stockholder Nominee to being named in the proxy statement as a nominee and to serving as a director if elected; (vi) a representation that the Eligible Stockholder (including each member of any group of stockholders that together is an Eligible Stockholder hereunder) (A) acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control at the Corporation, and does not presently have such intent, (B) presently intends to maintain qualifying ownership of the Required Shares through the date of the Annual Meeting of Stockholders, (C) has not nominated and will not nominate for election to the Board of Directors at the Annual Meeting of Stockholders any person other than the Stockholder Nominee(s) it is nominating pursuant to this Section 16, (D) has not engaged and will not engage in, and has not and will not be a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the Annual Meeting of Stockholders other than its Stockholder Nominee(s) or a nominee of the Board of Directors, (E) has not distributed and will not distribute to any stockholder of the Corporation any form of proxy for the Annual Meeting of Stockholders other than the form distributed by the Corporation, (F) agrees to comply with all applicable laws and regulations applicable to solicitations and the use, if any, of soliciting material, and (G) has provided and will provide facts, statements and other information in all communications with the Corporation and its stockholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make such information, in light of the circumstances under which it was or will be made or provided, not misleading; (vii) a representation as to the Eligible Stockholder’s (including each member of any group of stockholders that together is an Eligible Stockholder hereunder) intentions with respect to maintaining qualifying ownership of the Required Shares for at least one year following the Annual Meeting of Stockholders; (viii) an undertaking that the Eligible Stockholder agrees to (A) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Stockholder’s communications with the stockholders of the Corporation or out of the information that the Eligible Stockholder provided to the Corporation and (B) indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of any nomination submitted by the Eligible Stockholder pursuant to this Section 16; and (ix) in the case of a nomination by a group of stockholders together constituting an Eligible Stockholder in which two or more funds under common management or sharing a common investment adviser are counted as one stockholder for purposes of qualifying as an Eligible Stockholder, documentation reasonably satisfactory to the Corporation that demonstrates that the funds are under common management or share a common investment adviser.

In the event that any information or communication provided by the Eligible Stockholder or the Stockholder Nominee to the Corporation or its stockholders ceases to be true and correct in all material respects or omits a material fact necessary to make such information or communication, in light of the circumstances under which it was made or provided, not misleading, each Eligible Stockholder or Stockholder Nominee, as the case may be, shall promptly notify the Secretary of the Corporation of any defect in such previously provided information or communication and of the information that is required to correct any such defect. In addition, any person providing any information pursuant to this Section 16 shall further update and supplement such information, if necessary, so that all such information shall be

true and correct as of the record date for determining the stockholders entitled to receive notice of the Annual Meeting of Stockholders, and such update and supplement (or a written certification that no such updates or supplements are necessary and that the information previously provided remains true and correct as of the applicable date) shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of such Annual Meeting of Stockholders.

The Corporation shall not be required to include, pursuant to this Section 16, a Stockholder Nominee in its proxy materials (i) for any meeting of stockholders for which the Secretary of the Corporation receives notice that the Eligible Stockholder or any other stockholder has nominated one or more persons for election to the Board of Directors pursuant to the advance notice requirements for stockholder nominees for director set forth in Article II, Section 5 of these Bylaws, (ii) if the Eligible Stockholder (or any member of any group of stockholders that together is such Eligible Stockholder) who has nominated such Stockholder Nominee has engaged in or is currently engaged in, or has been or is a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the Annual Meeting of Stockholders other than its Stockholder Nominee(s) or a nominee of the Board of Directors, (iii) whose election as a member of the Board of Directors would cause the Corporation to be in violation of these Bylaws, the Certificate of Incorporation, the rules and listing standards of the principal United States securities exchanges upon which the common stock of the Corporation is listed or traded, or any applicable state or federal law, rule or regulation, (iv) who is or has been, within the past year, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, (v) who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past ten (10) years, (vi) if such Stockholder Nominee or the applicable Eligible Stockholder (or any member of any group of stockholders that together is such Eligible Stockholder) shall have provided information to the Corporation in respect to such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make such information, in light of the circumstances under which it was provided, not misleading, as determined by the Board of Directors or any committee thereof or (vii) if the Eligible Stockholder (or any member of any group of stockholders that together is such Eligible Stockholder) or applicable Stockholder Nominee fails to comply with its obligations pursuant to this Section 16.

Notwithstanding anything to the contrary set forth herein, the Board of Directors or the chairman of the Annual Meeting of Stockholders shall declare a nomination by an Eligible Stockholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Corporation, if (i) (A) the Stockholder Nominee and/or the applicable Eligible Stockholder shall have breached any of its or their obligations, agreements or representations under this Section 16 or (B) the Stockholder Nominee shall have otherwise become ineligible for inclusion in the Corporation's proxy materials pursuant to this Section 16, in each case as determined by the Board of Directors or the chairman of the Annual Meeting of Stockholders (in either of which cases, (x) the Corporation may omit or, to the extent feasible, remove the information concerning such Stockholder Nominee and the related Supporting Statement from its proxy materials and/or otherwise communicate to its stockholders that such Stockholder Nominee will not be eligible for election at the Annual Meeting of Stockholders and (y) the Corporation shall not be required to include in its proxy materials any successor or replacement nominee proposed by the applicable Eligible Stockholder or any other Eligible

Stockholder) or (ii) the Eligible Stockholder (or a qualified representative thereof) does not appear at the Annual Meeting of Stockholders to present any nomination pursuant to this Section 16.

Whenever the Eligible Stockholder consists of a group of stockholders, (i) each provision in this Section 16 that requires the Eligible Stockholder to provide any written statements, representations, undertakings, agreements or other instruments or to meet any other conditions shall be deemed to require each stockholder that is a member of such group to provide such statements, representations, undertakings, agreements or other instruments and to meet such other conditions (except that the members of such group may aggregate their shareholdings in order to meet the 3% ownership requirement of the "Required Shares" definition), (ii) a breach of any obligation, agreement or representation under this Section 16 by any member of such group shall be deemed a breach by the Eligible Stockholder and (iii) the Notice of Proxy Access Nomination must designate one member of the group for purposes of receiving communications, notices and inquiries from the Corporation and otherwise authorize such member to act on behalf of all members of the group with respect to all matters relating to the nomination under this Section 16 (including withdrawal of the nomination). No person may be a member of more than one group of stockholders constituting an Eligible Stockholder with respect to any Annual Meeting of Stockholders.

Any Stockholder Nominee who is included in the Corporation’s proxy materials for a particular Annual Meeting of Stockholders but either (i) withdraws from or becomes ineligible or unavailable for election at the Annual Meeting of Stockholders, or (ii) does not receive at least 25% of the votes cast in favor of such Stockholder Nominee’s election, will be ineligible to be a Stockholder Nominee pursuant to this Section 16 for the next two Annual Meetings of Stockholders. For the avoidance of doubt, the immediately preceding sentence shall not prevent any stockholder from nominating any person to the Board of Directors pursuant to and in accordance with Article II, Section 5 of these Bylaws.

This Section 16 provides the exclusive method for a stockholder to include nominees for election to the Board of Directors in the Corporation's proxy materials.

ARTICLE III. DIRECTORS


Section 1.	Number and Election of Directors

The Board of Directors shall consist of not less than 3 or more than 15 members, the exact number of which shall be fixed from time to time by resolution adopted by the affirmative vote of a majority of the entire Board of Directors. Each director shall be elected for a one-year term expiring at the next Annual Meeting of Stockholders following the Annual Meeting at which such director was elected and shall hold office until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. In no case will a decrease in the number of directors have the effect of removing or shortening the term of any incumbent director. Except as provided in Section 2 of this Article III, each director shall be elected by the vote of the majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present, provided that if, as of a date that is fourteen (14) days in advance of the date the Corporation files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission, the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. For purposes of this Section, a

majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast against that director. Directors need not be stockholders.


Section 2.	Vacancies

Subject to the terms of any one or more classes or series of preferred stock, any vacancy on the Board of Directors that results from an increase in the number of directors may only be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring on the Board of Directors may only be filled by a majority of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy shall hold office for a term expiring at the next Annual Meeting of Stockholders.


Section 3.	Duties and Powers

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.


Section 4.	Meetings

The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman, if there be one, or the President. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, telegram or electronic means on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.


Section 5.	Organization

At each meeting of the Board of Directors, the Chairman of the Board of Directors or, in the Chairman’s absence or if there be none, a director chosen by a majority of the directors present, shall act as chairman. The Secretary of the Corporation shall act as secretary at each meeting of the Board of Directors. In case the Secretary shall be absent from any meeting of the Board of Directors, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all the Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.


Section 6.	Resignations and Removals of Directors

Any director of the Corporation may resign at any time, by giving notice in writing or by electronic transmission to the Chairman of the Board of Directors, if there be one, the President or the Secretary of the Corporation. Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Subject to the rights, if any, of the holders of shares of preferred stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time,

with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.


Section 7.	Quorum

Except as otherwise required by law or the Certificate of Incorporation, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.


Section 8.	Actions of the Board by Written Consent

Unless otherwise provided in the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.


Section 9.	Meetings by Means of Conference Telephone

Unless otherwise provided in the Certificate of Incorporation or these Bylaws, members of the Board of Directors of the Corporation, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 9 shall constitute presence in person at such meeting.


Section 10.	Committees

The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required.


Section 11.	Compensation

The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary for service as director, payable in cash or securities. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for service as committee members.


Section 12.	Interested Directors

No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because any such director’s or officer’s vote is counted for such purpose if: (i) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.


Section 13.	Qualifications

Within the time period specified in these Bylaws for providing the applicable nomination, each nominee for election as a director of the Corporation must deliver to the Secretary of the Corporation a written representation and agreement that such person (i) is not and will not become a party to any agreement, arrangement or understanding with, and has not given and will not give any commitment or assurance to, any person or entity as to how such nominee, if elected as a director of the Corporation, will act or vote as a director on any issue or question to be decided by the Board of Directors and (ii) in connection with such nominee’s candidacy for director of the Corporation, is not and will not become a party to any compensatory, payment or other financial agreement, arrangement or understanding with any person or entity other than the Corporation, and has not received and will not receive any such compensation or other payment from any person or entity other than the Corporation, in each case that has not been disclosed to the Secretary of the Corporation.

At the request of the Corporation, each nominee for election as a director of the Corporation must submit to the Secretary of the Corporation all completed and signed questionnaires required of directors and officers. The Corporation may request such additional information as necessary to permit the Board of Directors to determine if each nominee is independent under the listing standards of each principal United States securities exchange upon which the common stock of the Corporation is listed, any applicable rules

of the SEC and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the Corporation’s directors.

In the event that any information or communications provided by a nominee to the Corporation or its stockholders ceases to be true and correct in all material respects or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, such nominee shall promptly notify the Secretary of the Corporation of any defect in such previously provided information and of the information that is required to correct any such defect.

ARTICLE IV. OFFICERS


Section 1.	General

The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Chief Executive Officer, a Chief Financial Officer, a Secretary and a Treasurer. The Board of Directors, in its discretion, also may choose a Chairman of the Board of Directors (who must be a director) and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these Bylaws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.


Section 2.	Election

The Board of Directors, at its first meeting held after each Annual Meeting of Stockholders, shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and each officer of the Corporation shall hold office until such officer’s successor is elected and qualified, or until such officer’s earlier death, resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.


Section 3.	Voting Securities Owned by the Corporation

Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President or any other officer authorized to do so by the Board of Directors and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.


Section 4.	Chairman of the Board of Directors

The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors. Except where by law the signature of the President is required, the

Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by these Bylaws or by the Board of Directors.


Section 5.	President

The President shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall be the Chief Executive Officer of the Corporation, unless the Board of Directors designates the Chairman as the Chief Executive Officer. The President shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President. In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders and, provided the President is also a director, the Board of Directors. The President shall also perform such other duties and may exercise such other powers as may from time to time be assigned to such officer by these Bylaws or by the Board of Directors.


Section 6.	Chief Financial Officer

The Chief Financial Officer, if there be one, shall, subject to the control of the Board of Directors, the Chairman of the Board of Directors, if there be one, and the President have the responsibility for the financial affairs of the Corporation and shall exercise supervisory responsibility for the performance of the duties of the Treasurer and the controller, if any, of the Corporation. The Chief Financial Officer shall also perform such other duties and may exercise such other powers as may from time to time be assigned to such officer by these Bylaws or by the Board of Directors.


Section 7.	Vice Presidents

At the request of the President or in the President’s absence or in the event of the President’s inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President, or the Vice Presidents if there are more than one (in the order designated by the Board of Directors), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.


Section 8.	Secretary

The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also

perform like duties for committees of the Board of Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board of Directors, if there be one, or the President, under whose supervision the Secretary shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest to the affixing by such officer’s signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.


Section 9.	Treasurer

The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of the Treasurer and for the restoration to the Corporation, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.


Section 10.	Assistant Secretaries

Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.


Section 11.	Assistant Treasurers

Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be

satisfactory to the Board of Directors for the faithful performance of the duties of the office of Assistant Treasurer and for the restoration to the Corporation, in case of the Assistant Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Assistant Treasurer’s possession or under the Assistant Treasurer’s control belonging to the Corporation.


Section 12.	Other Officers

Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers and to prescribe their respective duties and powers in accordance with these Bylaws.

ARTICLE V. STOCK


Section 1.	Form of Certificates

Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation (i) by the Chairman of the Board of Directors, if there be one, or the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by such stockholder in the Corporation.


Section 2.	Signatures

Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.


Section 3.	Lost Certificates

The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate.


Section 4.	Transfers

Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation only by the person registered in the books of the Corporation as the owner of such shares of stock or by such person’s attorney lawfully

constituted in writing and upon the surrender of any certificate therefor, properly endorsed for transfer, and payment of all necessary transfer taxes; provided, however, that such surrender and endorsement or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. Every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.


Section 5.	Dividend Record Date

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.


Section 6.	Record Owners

The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.


Section 7.	Transfer and Registry Agents

The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board of Directors.

ARTICLE VI. NOTICES


Section 1.	Notices

Whenever written notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at such person’s address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telex, cable or, where permitted herein, by means of electronic transmission.


Section 2.	Waivers of Notice

Whenever any notice is required by applicable law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to notice, or, where permitted herein, a waiver by electronic transmission by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting, present in person or represented by proxy, shall constitute a waiver of notice of such meeting, except where the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any Annual or Special Meeting of Stockholders or any regular or special meeting of the directors or members of a committee of directors need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation or these Bylaws.

ARTICLE VII. GENERAL PROVISIONS


Section 1.	Dividends

Dividends upon the capital stock of the Corporation, subject to the requirements of the Delaware General Corporation Law (the “DGCL”) and the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting of the Board of Directors (or any action by written consent in lieu thereof in accordance with Section 8 of Article III hereof), and may be paid in cash, in property, or in shares of the Corporation’s capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for purchasing any of the shares of capital stock, warrants, rights, options, bonds, debentures, notes, scrip or other securities or evidences of indebtedness of the Corporation, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.


Section 2.	Disbursements

All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.


Section 3.	Fiscal Year

The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.


Section 4.	Corporate Seal

The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.


Section 5.	Interpretations and Determinations

The Board of Directors or any committee thereof shall have the exclusive power and authority to interpret the provisions of these Bylaws and make all determinations deemed necessary or advisable in connection therewith, except to the extent otherwise expressly provided in these Bylaws.

The Board of Directors, any committee thereof, the Chairman of the Board of Directors or the Secretary of the Corporation may, if the facts warrant, determine that a notice received by the Corporation relating to a nomination proposed to be made or an item of business proposed to be introduced at a meeting of stockholders does not meet the requirements of Article II, Section 3 of these Bylaws, Article II, Section 4 of these Bylaws, Article II, Section 5 of these Bylaws, or Article II, Section 16 of these Bylaws. The Board of Directors, any committee thereof, or the chairman of the applicable meeting of stockholders shall have the power and duty to determine whether a nomination or any other business brought before a meeting of stockholders was made in accordance with the procedures set forth in Article II, Section 3 of these Bylaws, Article II, Section 4 of these Bylaws, Article II, Section 5 of these Bylaws, or Article II, Section 16 of these Bylaws, and to determine that such defective nomination or proposal shall be disregarded, notwithstanding that proxies in respect of such matters may have been received.

Any and all such actions, interpretations and determinations that are done or made by the Board of Directors, any committee thereof, the Chairman of the Board of Directors, any chairman of a meeting or the Secretary of the Corporation in good faith pursuant to this Section 5 shall be final, conclusive and binding on the Corporation, the Corporation’s stockholders and all other parties.

ARTICLE VIII. INDEMNIFICATION


Section 1.	Power to Indemnify in Actions, Suits or Proceedings other than those by or in the Right of the Corporation

Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.


Section 2.	Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation

Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.


Section 3.	Authorization of Indemnification

Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.


Section 4.	Good Faith Defined

For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The

provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be.


Section 5.	Indemnification by a Court

Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or Section 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.


Section 6.	Expenses Payable in Advance

Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.


Section 7.	Nonexclusivity of Indemnification and Advancement of Expenses

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 1 and Section 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or Section 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise.


Section 8.	Insurance

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,

trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VIII.


Section 9.	Certain Definitions

For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. The term “another enterprise” as used in this Article VIII shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.


Section 10.	Survival of Indemnification and Advancement of Expenses

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.


Section 11.	Limitation on Indemnification

Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 of this Article VIII), the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.


Section 12.	Indemnification of Employees and Agents

The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.


Section 13.	Enforceability

This Article VIII shall be deemed to grant each person who, at any time that this Article VIII is in effect, serves or agrees to serve in any capacity which entitles such person to indemnification hereunder rights against the Corporation to enforce the provisions of this Article VIII, and any repeal or modification of this Article VIII or any repeal or modification of the DGCL or any other applicable law shall not limit any rights under this Article VIII then existing or arising out of events, acts, omissions or circumstances occurring or existing prior to such repeal or modification, including, without limitation, the right to indemnification and advancement of expenses for proceedings commenced after such repeal or modification to enforce this Article VIII with regard to acts, omissions, events or circumstances occurring or existing prior to such repeal or modification.

ARTICLE IX. AMENDMENTS


Section 1.	Amendments

In furtherance and not in limitation of the powers conferred upon it by the laws of the State of Delaware, the Board of Directors shall have the power to adopt, amend, alter or repeal the Corporation’s Bylaws. The affirmative vote of at least a majority of the entire Board of Directors shall be required to adopt, amend, alter, change or repeal the Corporation’s Bylaws. The Corporation’s Bylaws also may be adopted, amended, altered, changed or repealed by the affirmative vote of the holders of a majority of the total number of votes of the Corporation’s capital stock represented and entitled to vote at any meeting of the stockholders, voting as a single class.


Section 2.	Entire Board of Directors

As used in this Article IX and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

* * *

EXECUTION VERSION

Exhibit 4.1

SECOND SUPPLEMENT TO SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENT, dated as of March 29, 2018 (this “ Second Supplement ”), among (i) CF Industries, Inc., a Delaware corporation (the “ Company ”), (ii) CF Industries Holdings, Inc., a Delaware corporation (“ CFIH ”), CF Industries Enterprises, LLC, a Delaware limited liability company (formerly CF Industries Enterprises, Inc., a Delaware corporation), and CF Industries Sales, LLC, a Delaware limited liability company (collectively, the “ Existing Guarantors ”); (iii) CF USA Holdings, LLC, a Delaware limited liability company (the “ New Guarantor ”); and (iv) Wells Fargo Bank, National Association, a national banking association duly incorporated and existing under the laws of the United States of America (“ Wells Fargo ”), as trustee, to the Second Supplemental Indenture, dated as of April 23, 2010 (as amended and supplemented prior to the effectiveness of this Second Supplement, the “ Supplemental Indenture ”), relating to the 7.125% Senior Notes due 2020 of the Company.

W I T N E S S E T H

WHEREAS, the Company, CFIH and Wells Fargo, as trustee, executed and delivered an Indenture, dated as of April 23, 2010 (the “ Base Indentur e”), providing for the issuance from time to time of one or more series of the Company’s debt securities and guarantees thereof by CFIH;

WHEREAS, the Company, the Existing Guarantors and Wells Fargo, as trustee, are parties to the Supplemental Indenture, entered into pursuant to the Base Indenture, which established and provided for the issuance of, in an initial aggregate principal amount of $800,000,000, a series of the Company’s debt securities designated as the “7.125% Senior Notes due 2020” (the “ Notes ”), which are guaranteed by the Existing Guarantors;

WHEREAS, Section 4.12 of the Supplemental Indenture provides that under specified circumstances certain Subsidiaries of CFIH are required to guarantee payment of the Notes as provided in such Section 4.12;

WHEREAS, the New Guarantor is becoming a borrower under the Credit Agreement or directly or indirectly guaranteeing Indebtedness under the Credit Agreement and is, therefore, required under Section 4.12 to guarantee payment of the Notes on the same terms and conditions as those applicable to Subsidiary Guarantors under the Supplemental Indenture;

WHEREAS, Section 9.01 of the Supplemental Indenture provides, among other things, that the Company, the Guarantors and the Trustee may amend or supplement the Supplemental Indenture without the consent of any Holder of any Note to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any Holder; or to allow any Guarantor to execute a supplemental indenture (including without limitation to evidence its Note Guarantee) and/or a Note Guarantee with respect to the Notes; and

WHEREAS, pursuant to Section 9.01 of the Supplemental Indenture, the Company has requested the Trustee join with it, the Existing Guarantors and the New Guarantor in the execution and delivery of this Second Supplement; in accordance with Sections 9.01, 9.06 and 12.04 of the Supplemental Indenture, the Company has delivered to the Trustee resolutions of its Board of Directors authorizing the execution of this Second Supplement and has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel; this Second Supplement will not result in a material modification of the Notes for Foreign Account Tax Compliance Act purposes; and the Company, the Existing Guarantors, the New Guarantor and the Trustee are authorized to execute and deliver this Second Supplement.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. Defined Terms . Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Supplemental Indenture.

2. Agreement to Guarantee . The New Guarantor hereby agrees in accordance with Section 4.12 of the Supplemental Indenture to guarantee payment of the Notes and all other obligations of the Company under the Supplemental Indenture to the Holders or the Trustee pursuant to Article 10 of the Supplemental Indenture and agrees that the New Guarantor will be a Subsidiary Guarantor with respect to the Notes until the New Guarantor’s Note Guarantee with respect to the Notes is released in accordance with the Supplemental Indenture.

3. Notices . All notices or other communications to the New Guarantor shall be given as provided in Section 12.02 of the Supplemental Indenture.

4. No Personal Liability of Directors, Officers, Employees and Stockholders or Members . No director, officer, employee, incorporator, member or stockholder of the New Guarantor, and no director, officer, employee, incorporator, member or stockholder of any Subsidiary of the New Guarantor, as such, will have any liability for any obligations of the Company or any Guarantor under the Notes, any Note Guarantee, the Indenture or this Second Supplement for any claim based on, in respect of, or by reason of such obligations or their creation.

5. Successors . All agreements of the Company, the Existing Guarantors and the New Guarantor in this Second Supplement will bind their respective successors. All agreements of the Trustee in this Second Supplement will bind its successors.

6. Severability . In case any provision in this Second Supplement is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby, and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

7. Governing Law . THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENT

WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

EACH PARTY HERETO, AND EACH HOLDER OF A NOTE BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS SECOND SUPPLEMENT.

8. Counterparts . The parties may sign any number of copies of this Second Supplement. Each signed copy will be an original, but all of them together represent the same agreement. The exchange of copies of this Second Supplement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Second Supplement as to the parties hereto and may be used in lieu of the original Second Supplement for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

9. Effect of Headings . The section headings herein have been inserted for convenience of reference only, are not to be considered a part of this Second Supplement and will in no way modify or restrict any of the terms or provisions of this Second Supplement.

10. Supplemental Indenture Remains in Full Force and Effect . This Second Supplement shall form a part of the Supplemental Indenture for all purposes and, except as supplemented or amended hereby, all other provisions in the Supplemental Indenture and the Notes, to the extent not inconsistent with the terms and provisions of this Second Supplement, shall remain in full force and effect.

11. Concerning the Trustee . The Trustee makes no representations as to and shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplement, the Note Guarantee of the New Guarantor, or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company, the Existing Guarantors and the New Guarantor, and the Trustee assumes no responsibility for the same. All of the provisions contained in the Supplemental Indenture in respect of the rights, powers, privileges, and immunities of the Trustee shall be applicable in respect of this Second Supplement as fully and with like force and effect as though fully set forth in full herein. The Company hereby confirms to the Trustee that this Second Supplement has not resulted in a material modification of the Notes for Foreign Accounting Tax Compliance Act purposes.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplement to be duly executed, all as of the date first written above.

CF INDUSTRIES, INC.

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

CF INDUSTRIES HOLDINGS, INC.

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

CF INDUSTRIES ENTERPRISES, LLC

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

CF INDUSTRIES SALES, LLC

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

CF USA HOLDINGS, LLC

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

[ Second Supplement to Second Supplemental Indenture (2020 Notes) ]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

By: /s/ Barry D. Somrock

Name: Barry D. Somrock

Title: Vice President

[ Second Supplement to Second Supplemental Indenture (2020 Notes) ]

EXECUTION VERSION

Exhibit 4.2

SECOND SUPPLEMENT TO FIRST SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENT, dated as of March 29, 2018 (this “ Second Supplement ”), among (i) CF Industries, Inc., a Delaware corporation (the “ Company ”), (ii) CF Industries Holdings, Inc., a Delaware corporation (“ CFIH ”), CF Industries Enterprises, LLC, a Delaware limited liability company (formerly CF Industries Enterprises, Inc., a Delaware corporation), and CF Industries Sales, LLC, a Delaware limited liability company (collectively, the “ Existing Guarantors ”); (iii) CF USA Holdings, LLC, a Delaware limited liability company (the “ New Guarantor ”); and (iv) Wells Fargo Bank, National Association, a national banking association duly incorporated and existing under the laws of the United States of America (“ Wells Fargo ”), as trustee, to the First Supplemental Indenture, dated as of May 23, 2013 (as amended and supplemented prior to the effectiveness of this Second Supplement, the “ Supplemental Indenture ”), relating to the 3.450% Senior Notes due 2023 of the Company.

W I T N E S S E T H

WHEREAS, the Company, CFIH and Wells Fargo, as trustee, executed and delivered an Indenture, dated as of May 23, 2013 (the “ Base Indentur e”), providing for the issuance from time to time of one or more series of the Company’s debt securities and guarantees thereof by CFIH;

WHEREAS, the Company, the Existing Guarantors and Wells Fargo, as trustee, are parties to the Supplemental Indenture, entered into pursuant to the Base Indenture, which established and provided for the issuance of, in an initial aggregate principal amount of $750,000,000, a series of the Company’s debt securities designated as the “3.450% Senior Notes due 2023” (the “ Notes ”), which are guaranteed by the Existing Guarantors;

WHEREAS, Section 4.12 of the Supplemental Indenture provides that under specified circumstances certain Subsidiaries of CFIH are required to guarantee payment of the Notes on the terms and conditions provided in Article 10 of the Supplemental Indenture, as provided in such Section 4.12;

WHEREAS, the New Guarantor is becoming a borrower under the Credit Agreement or directly or indirectly guaranteeing Indebtedness under the Credit Agreement and is, therefore, required under Section 4.12 to guarantee payment of the Notes on the terms and conditions provided in Article 10 of the Supplemental Indenture;

1. Defined Terms . Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Supplemental Indenture.

3. Notices . All notices or other communications to the New Guarantor shall be given as provided in Section 12.02 of the Supplemental Indenture.

7. Governing Law . THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENT

WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplement to be duly executed, all as of the date first written above.

CF INDUSTRIES, INC.

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

CF INDUSTRIES HOLDINGS, INC.

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

CF INDUSTRIES ENTERPRISES, LLC

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

CF INDUSTRIES SALES, LLC

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

CF USA HOLDINGS, LLC

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

[ Second Supplement to First Supplemental Indenture (2023 Notes) ]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

By: /s/ Barry D. Somrock

Name: Barry D. Somrock

Title: Vice President

[ Second Supplement to First Supplemental Indenture (2023 Notes) ]

EXECUTION VERSION

Exhibit 4.3

SECOND SUPPLEMENT TO SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENT, dated as of March 29, 2018 (this “ Second Supplement ”), among (i) CF Industries, Inc., a Delaware corporation (the “ Company ”), (ii) CF Industries Holdings, Inc., a Delaware corporation (“ CFIH ”), CF Industries Enterprises, LLC, a Delaware limited liability company (formerly CF Industries Enterprises, Inc., a Delaware corporation), and CF Industries Sales, LLC, a Delaware limited liability company (collectively, the “ Existing Guarantors ”); (iii) CF USA Holdings, LLC, a Delaware limited liability company (the “ New Guarantor ”); and (iv) Wells Fargo Bank, National Association, a national banking association duly incorporated and existing under the laws of the United States of America (“ Wells Fargo ”), as trustee, to the Second Supplemental Indenture, dated as of May 23, 2013 (as amended and supplemented prior to the effectiveness of this Second Supplement, the “ Supplemental Indenture ”), relating to the 4.950% Senior Notes due 2043 of the Company.

W I T N E S S E T H

WHEREAS, the Company, the Existing Guarantors and Wells Fargo, as trustee, are parties to the Supplemental Indenture, entered into pursuant to the Base Indenture, which established and provided for the issuance of, in an initial aggregate principal amount of $750,000,000, a series of the Company’s debt securities designated as the “4.950% Senior Notes due 2043” (the “ Notes ”), which are guaranteed by the Existing Guarantors;

WHEREAS, the New Guarantor is becoming a borrower under the Credit Agreement or directly or indirectly guaranteeing Indebtedness under the Credit Agreement and is, therefore, required under Section 4.12 to guarantee payment of the Notes on the terms and conditions provided in Article 10 of the Supplemental Indenture;

1. Defined Terms . Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Supplemental Indenture.

3. Notices . All notices or other communications to the New Guarantor shall be given as provided in Section 12.02 of the Supplemental Indenture.

7. Governing Law . THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENT

WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplement to be duly executed, all as of the date first written above.

CF INDUSTRIES, INC.

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

CF INDUSTRIES HOLDINGS, INC.

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

CF INDUSTRIES ENTERPRISES, LLC

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

CF INDUSTRIES SALES, LLC

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

CF USA HOLDINGS, LLC

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

[ Second Supplement to Second Supplemental Indenture (2043 Notes) ]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

By: /s/ Barry D. Somrock

Name: Barry D. Somrock

Title: Vice President

[ Second Supplement to Second Supplemental Indenture (2043 Notes) ]

EXECUTION VERSION

Exhibit 4.4

SECOND SUPPLEMENT TO THIRD SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENT, dated as of March 29, 2018 (this “ Second Supplement ”), among (i) CF Industries, Inc., a Delaware corporation (the “ Company ”), (ii) CF Industries Holdings, Inc., a Delaware corporation (“ CFIH ”), CF Industries Enterprises, LLC, a Delaware limited liability company (formerly CF Industries Enterprises, Inc., a Delaware corporation), and CF Industries Sales, LLC, a Delaware limited liability company (collectively, the “ Existing Guarantors ”); (iii) CF USA Holdings, LLC, a Delaware limited liability company (the “ New Guarantor ”); and (iv) Wells Fargo Bank, National Association, a national banking association duly incorporated and existing under the laws of the United States of America (“ Wells Fargo ”), as trustee, to the Third Supplemental Indenture, dated as of March 11, 2014 (as amended and supplemented prior to the effectiveness of this Second Supplement, the “ Supplemental Indenture ”), relating to the 5.150% Senior Notes due 2034 of the Company.

W I T N E S S E T H

WHEREAS, the Company, the Existing Guarantors and Wells Fargo, as trustee, are parties to the Supplemental Indenture, entered into pursuant to the Base Indenture, which established and provided for the issuance of, in an initial aggregate principal amount of $750,000,000, a series of the Company’s debt securities designated as the “5.150% Senior Notes due 2034” (the “ Notes ”), which are guaranteed by the Existing Guarantors;

WHEREAS, the New Guarantor is becoming a borrower under the Credit Agreement or directly or indirectly guaranteeing Indebtedness under the Credit Agreement and is, therefore, required under Section 4.12 to guarantee payment of the Notes on the terms and conditions provided in Article 10 of the Supplemental Indenture;

1. Defined Terms . Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Supplemental Indenture.

3. Notices . All notices or other communications to the New Guarantor shall be given as provided in Section 12.02 of the Supplemental Indenture.

7. Governing Law . THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENT

WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplement to be duly executed, all as of the date first written above.

CF INDUSTRIES, INC.

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

CF INDUSTRIES HOLDINGS, INC.

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

CF INDUSTRIES ENTERPRISES, LLC

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

CF INDUSTRIES SALES, LLC

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

CF USA HOLDINGS, LLC

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

[ Second Supplement to Third Supplemental Indenture (2034 Notes) ]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

By: /s/ Barry D. Somrock

Name: Barry D. Somrock

Title: Vice President

[ Second Supplement to Third Supplemental Indenture (2034 Notes) ]

EXECUTION VERSION

Exhibit 4.5

SECOND SUPPLEMENT TO FOURTH SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENT, dated as of March 29, 2018 (this “ Second Supplement ”), among (i) CF Industries, Inc., a Delaware corporation (the “ Company ”), (ii) CF Industries Holdings, Inc., a Delaware corporation (“ CFIH ”), CF Industries Enterprises, LLC, a Delaware limited liability company (formerly CF Industries Enterprises, Inc., a Delaware corporation), and CF Industries Sales, LLC, a Delaware limited liability company (collectively, the “ Existing Guarantors ”); (iii) CF USA Holdings, LLC, a Delaware limited liability company (the “ New Guarantor ”); and (iv) Wells Fargo Bank, National Association, a national banking association duly incorporated and existing under the laws of the United States of America (“ Wells Fargo ”), as trustee, to the Fourth Supplemental Indenture, dated as of March 11, 2014 (as amended and supplemented prior to the effectiveness of this Second Supplement, the “ Supplemental Indenture ”), relating to the 5.375% Senior Notes due 2044 of the Company.

W I T N E S S E T H

WHEREAS, the Company, the Existing Guarantors and Wells Fargo, as trustee, are parties to the Supplemental Indenture, entered into pursuant to the Base Indenture, which established and provided for the issuance of, in an initial aggregate principal amount of $750,000,000, a series of the Company’s debt securities designated as the “5.375% Senior Notes due 2044” (the “ Notes ”), which are guaranteed by the Existing Guarantors;

WHEREAS, the New Guarantor is becoming a borrower under the Credit Agreement or directly or indirectly guaranteeing Indebtedness under the Credit Agreement and is, therefore, required under Section 4.12 to guarantee payment of the Notes on the terms and conditions provided in Article 10 of the Supplemental Indenture;

1. Defined Terms . Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Supplemental Indenture.

3. Notices . All notices or other communications to the New Guarantor shall be given as provided in Section 12.02 of the Supplemental Indenture.

7. Governing Law . THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENT

WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplement to be duly executed, all as of the date first written above.

CF INDUSTRIES, INC.

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

CF INDUSTRIES HOLDINGS, INC.

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

CF INDUSTRIES ENTERPRISES, LLC

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

CF INDUSTRIES SALES, LLC

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

CF USA HOLDINGS, LLC

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer, and Assistant Secretary

[ Second Supplement to Fourth Supplemental Indenture (2044 Notes) ]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

By: /s/ Barry D. Somrock

Name: Barry D. Somrock

Title: Vice President

[ Second Supplement to Fourth Supplemental Indenture (2044 Notes) ]

EXECUTION VERSION

Exhibit 4.6

FIRST SUPPLEMENTAL INDENTURE

First Supplemental Indenture (this “ Supplemental Indenture ”), dated as of March 29, 2018, among CF Industries, Inc., a Delaware corporation (the “ Company ”), CF USA Holdings, LLC, a Delaware limited liability company (the “ Guaranteeing Subsidiary ”), an affiliate of the Company, and Wells Fargo Bank, National Association, a national banking association, as trustee (the “ Trustee ”) and as collateral agent (the “ Collateral Agent ”).

W I T N E S S E T H

WHEREAS, the Company and the Guarantors (as defined in the Indenture) have heretofore executed and delivered to the Trustee and the Collateral Agent an Indenture, dated as of November 21, 2016 (as amended and supplemented prior to the effectiveness of this Supplemental Indenture, the “ Indenture ”), providing for the issuance of the Company’s 3.400% Senior Secured Notes due 2021 (the “ Notes ”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee and the Collateral Agent a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall guarantee payment of the Notes on the terms and conditions set forth in Article 10 of the Indenture; and

WHEREAS, pursuant to Section 9.01 of the Indenture, each of the Trustee and the Collateral Agent is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2. The Guaranteeing Subsidiary, by its execution of this Supplemental Indenture, agrees to be a Subsidiary Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Subsidiary Guarantors, including, but not limited to, Article 10 thereof, until the Guaranteeing Subsidiary’s Note Guarantee with respect to the Notes is released in accordance with the Indenture.

Section 3. The Guaranteeing Subsidiary acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) join and become a party to the Indenture as indicated by its signature below; (ii) be bound by the Indenture, as of the date hereof, as if made by, and with respect to, each signatory hereto; and (iii) perform all obligations and duties required of a Subsidiary Guarantor pursuant to the Indenture.

Section 4. All notices or other communications to the Guaranteeing Subsidiary shall be given as provided in Section 13.01 of the Indenture.

Section 5. Except as expressly amended hereby, all the terms, conditions and provisions of the Indenture shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

Section 6. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 7. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 8. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

Section 9. The Trustee and the Collateral Agent make no representation as to and shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture, the Note Guarantee of the Guaranteeing Subsidiary or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Guaranteeing Subsidiary, and the Trustee and the Collateral Agent assume no responsibility for the same. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee or by the Collateral Agent by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee and by the Collateral Agent subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee and the Collateral Agent with respect hereto.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

CF INDUSTRIES, INC.


By:	/s/ Daniel L. Swenson


Name:	Daniel L. Swenson


Title:	Vice President, Treasurer, and Assistant Secretary

CF USA HOLDINGS, LLC


By:	/s/ Daniel L. Swenson


Name:	Daniel L. Swenson


Title:	Vice President, Treasurer, and Assistant Secretary

[ First Supplemental Indenture (2021 Notes) ]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee


By:	/s/ Barry D. Somrock


Name:	Barry D. Somrock


Title:	Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent


By:	/s/ Barry D. Somrock


Name:	Barry D. Somrock


Title:	Vice President

[ First Supplemental Indenture (2021 Notes) ]

EXECUTION VERSION

Exhibit 4.7

FIRST SUPPLEMENTAL INDENTURE

W I T N E S S E T H

WHEREAS, the Company and the Guarantors (as defined in the Indenture) have heretofore executed and delivered to the Trustee and the Collateral Agent an Indenture, dated as of November 21, 2016 (as amended and supplemented prior to the effectiveness of this Supplemental Indenture, the “ Indenture ”), providing for the issuance of the Company’s 4.500% Senior Secured Notes due 2026 (the “ Notes ”);

WHEREAS, pursuant to Section 9.01 of the Indenture, each of the Trustee and the Collateral Agent is authorized to execute and deliver this Supplemental Indenture.

Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 4. All notices or other communications to the Guaranteeing Subsidiary shall be given as provided in Section 13.01 of the Indenture.

Section 8. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

CF INDUSTRIES, INC.


By:	/s/ Daniel L. Swenson


Name:	Daniel L. Swenson


Title:	Vice President, Treasurer, and Assistant Secretary

CF USA HOLDINGS, LLC


By:	/s/ Daniel L. Swenson


Name:	Daniel L. Swenson


Title:	Vice President, Treasurer, and Assistant Secretary

[ First Supplemental Indenture (2026 Notes) ]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee


By:	/s/ Barry D. Somrock


Name:	Barry D. Somrock


Title:	Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent


By:	/s/ Barry D. Somrock


Name:	Barry D. Somrock


Title:	Vice President

[ First Supplemental Indenture (2026 Notes) ]

CF INDUSTRIES HOLDINGS, INC.

Exhibit 10.1

AMENDMENT No. 4 to the THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of March 19, 2018 (this “ Amendment ”), among CF INDUSTRIES HOLDINGS, INC., a Delaware corporation (“ Holdings ”), CF INDUSTRIES, INC., a Delaware corporation (the “ Company ”), and the LENDERS party hereto.

W I T N E S S E T H :

WHEREAS, the parties hereto have entered into that certain Third Amended and Restated Revolving Credit Agreement, dated as of September 18, 2015 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “ Existing Revolving Credit Agreement ”; the Existing Revolving Credit Agreement as amended by this Amendment, the “ Amended Revolving Credit Agreement ”), among Holdings, the Company, the Lenders party thereto, the Issuing Banks party thereto, the Administrative Agent and the other parties thereto; and

WHEREAS, the Company has requested that the Required Lenders (as defined in the Existing Revolving Credit Agreement) make certain modifications to the Existing Revolving Credit Agreement, all on the terms and conditions set forth herein.

NOW, THEREFORE, the parties hereto agree as follows:

Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Existing Revolving Credit Agreement has the meaning assigned to such term in the Existing Revolving Credit Agreement. Each reference in the Existing Revolving Credit Agreement to “this Agreement”, “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference, and each reference in any other Loan Document to “thereof”, “thereunder”, “therein” or “thereby” or any other similar reference to the Existing Revolving Credit Agreement shall, from the Fourth Amendment Effective Date (as defined below), refer to the Amended Revolving Credit Agreement. This Amendment shall constitute a “Loan Document” for all purposes under the Existing Revolving Credit Agreement.

Section 2. Amendments to the Existing Revolving Credit Agreement. The Existing Revolving Credit Agreement is hereby amended as follows:

a. The definition of “ Exempt Subsidiary ” in Section 1.1 of the Existing Revolving Credit Agreement is hereby amended by adding the phrase “or any Nitrogen Holding Company” immediately after the reference to the word “Sales” therein.

b. Section 1.1 of the Existing Revolving Credit Agreement is hereby amended by adding the following definition in alphabetical order:

““ Nitrogen Holding Company ” means each Domestic Subsidiary that owns, directly or indirectly, all or substantially all of the Equity Interests in Nitrogen that are owned by Holdings and its Subsidiaries, taken as a whole.”.

c. Section 5.9(a) of the Existing Revolving Credit Agreement is hereby amended by and restated in its entirety as follows:

“(a) Subject to Section 5.10, following the Amendment No. 3 Closing Date, Holdings and each Borrower shall cause (i) each direct or indirect Domestic Subsidiary of Holdings (other than the Exempt Subsidiaries) that Guarantees any Indebtedness for borrowed money (other than Permitted Indebtedness and Indebtedness permitted under Section 6.5 (excluding clauses (h), (i), (j) and (l))) of Holdings, the Lead Borrower and/or any other Loan Party in an aggregate principal amount in excess of $150,000,000, (ii) any direct or indirect Domestic Subsidiary (other than the Exempt Subsidiaries) that directly or indirectly owns Equity Interest in Nitrogen, and (iii) any Domestic Subsidiary from time to time designated in writing by Holdings, in the case of clauses (i) through (iii), to become a Guarantor hereunder (unless the Required Lenders otherwise consent) by executing and delivering to the Administrative Agent a Guaranty Agreement or a Guaranty Joinder Agreement or comparable guaranty documentation, in each case in form and substance reasonably satisfactory to the Administrative Agent, within thirty (30) days (or such longer time period if agreed to by the Administrative Agent in its reasonable discretion) after (I) the latest of (x) the date on which such Person shall have Guaranteed such Indebtedness, (y) the date on which such Person shall have become a direct or indirect Domestic Subsidiary of Holdings and (z) the date on which such Person shall no longer be an Exempt Subsidiary or (II) the date on which such Person shall have acquired, directly or indirectly, any Equity Interest in Nitrogen, as applicable (it being understood that such Guaranty Agreement or a Guaranty Joinder Agreement or comparable guaranty documentation shall be accompanied by documentation with respect thereto substantially consistent with the documentation delivered pursuant to Section 4.1(d) and (e) or Section 4.4(d), as applicable). Upon execution and delivery of such Guaranty Agreement, Guaranty Joinder Agreement or comparable guaranty documentation, each such Person shall become a Guarantor hereunder and thereupon shall have all of the rights, benefits, duties and obligations in such capacity under the Loan Documents. If requested by the Administrative Agent, the Administrative Agent shall receive an opinion or opinions of counsel (which may be from in-house counsel, provided that such opinion is in respect of New York law) for the Lead Borrower in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any such Guaranty Agreement, Guaranty Joinder Agreement or comparable guaranty documentation delivered pursuant to this Section 5.9(a), dated as of the date of such Guaranty Agreement, Guaranty Joinder Agreement or comparable guaranty documentation, as applicable.”

d. Section 9.17(a) of the Existing Revolving Credit Agreement is hereby amended by adding the phrase “or any Nitrogen Holding Company” immediately after each reference to the word “Sales” therein.

Section 3. Representations of the Company and Holdings. Each of the Company and Holdings represents and warrants that, after giving effect to the Fourth Amendment, (a) all representations and warranties set forth in the Existing Revolving Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Fourth Amendment

Effective Date, except that (i) to the extent that any such representation or warranty is stated to relate solely to an earlier date, it shall be true and correct in all material respects as of such earlier date and (ii) any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects and (b) no Default or Event of Default shall exist and be continuing on the Fourth Amendment Effective Date.

Section 4. Conditions to Fourth Amendment Effective Date. This Amendment shall become effective as of the date (the “ Fourth Amendment Effective Date ”) that each of the following conditions precedent are satisfied or waived in accordance with Section 9.2 of the Existing Revolving Credit Agreement:

(a) the Administrative Agent (or its counsel) shall have received, from each of Holdings, the Company and Lenders that in the aggregate constitute the Required Lenders under the Existing Revolving Credit Agreement as of the Fourth Amendment Effective Date, a counterpart of this Amendment, signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment);

(b) the Administrative Agent shall have received a certificate, dated the Fourth Amendment Effective Date and signed on behalf of the Company by a Responsible Officer or Financial Officer of the Company, certifying as to the items set forth in Section 3 hereof as of the Fourth Amendment Effective Date; and

(c) the Administrative Agent shall have received, or substantially concurrently with the Fourth Amendment Effective Date shall receive, all expenses required to be paid by the applicable Loan Parties on the Fourth Amendment Effective Date under the Existing Revolving Credit Agreement (including, without limitation, the reasonable and documented out-of-pocket fees, charges and disbursements of Davis Polk & Wardwell LLP, counsel to the Administrative Agent) to the extent invoiced to the Company at least three (3) Business Days prior to the Fourth Amendment Effective Date (or such later date as the Company shall permit in its reasonable discretion).

Upon the occurrence of the Fourth Amendment Effective Date, (i) this Amendment shall be a binding agreement between the parties hereto and their permitted assigns under the Existing Revolving Credit Agreement and (ii) each party hereto agrees that their consents to this Amendment, once delivered, are irrevocable and may not be withdrawn.

Section 5. Certain Consequences of Effectiveness.

(a) Except as set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or any other party under the Existing Revolving Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Revolving Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

(b) Except for the amendments set forth herein, nothing herein shall be deemed to entitle Holdings, any Borrower or any Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Revolving Credit Agreement or any other Loan document in similar or different circumstances.

(c) By signing this Amendment, each of Holdings and the Company hereby confirms that (i) the Obligations of each of Holdings, each of the Borrowers and each Guarantor under the Amended Revolving Credit Agreement and the other Loan Documents as amended hereby are entitled to the benefit of the Guarantees set forth in the relevant Loan Documents and (ii) the Loan Documents as amended hereby are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects.

Section 6. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

Section 7. WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 8. Venue; Etc . Each party hereto hereby agrees to the terms set forth in Sections 9.9(b), (c) and (d) of the Existing Revolving Credit Agreement, and such Sections are hereby incorporated by reference herein mutatis mutandis .

Section 9. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging means (including in .pdf format) shall be effective as delivery of a manually executed counterpart of this Amendment.

[ Remainder of Page Intentionally Left Blank ]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

CF INDUSTRIES HOLDINGS, INC., as Holdings

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer

and Assistant Secretary

CF INDUSTRIES, INC., as the Company

By: /s/ Daniel L. Swenson

Name: Daniel L. Swenson

Title: Vice President, Treasurer

and Assistant Secretary

Signature Page to Amendment No. 4 to Third Amended and Restated Revolving Credit Agreement

MORGAN STANLEY BANK, N.A.,
as a Lender

By: /s/ Christopher Winthrop

Name: Christopher Winthrop

Title: Authorized Signatory

Signature Page to Amendment No. 4 to Third Amended and Restated Revolving Credit Agreement

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender

By: /s/ Mark Maloney

Name: Mark Maloney

Title: Authorized Signatory

Signature Page to Amendment No. 4 to Third Amended and Restated Revolving Credit Agreement

BANK OF MONTREAL,
as a Lender

By: /s/ Philip Lunn

Name: Philip Lunn

Title: MD & Head, CB Canada

Signature Page to Amendment No. 4 to Third Amended and Restated Revolving Credit Agreement

GOLDMAN SACHS BANK USA,
as a Lender

By: /s/ Meghan Sullivan

Name: Meghan Sullivan

Title: Authorized Signatory

Signature Page to Amendment No. 4 to Third Amended and Restated Revolving Credit Agreement

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By: /s/ Daniel R. Van Aken

Name: Daniel R. Van Aken

Title: Managing Director

Signature Page to Amendment No. 4 to Third Amended and Restated Revolving Credit Agreement

ROYAL BANK OF CANADA,
as a Lender

By: /s/ Sinan Tarlan

Name: Sinan Tarlan

Title: Authorized Signatory

Signature Page to Amendment No. 4 to Third Amended and Restated Revolving Credit Agreement

THE BANK OF NOVA SCOTIA,
as a Lender

By: /s/ Paula Czach

Name: Paula Czach

Title: Managing Director

Signature Page to Amendment No. 4 to Third Amended and Restated Revolving Credit Agreement

CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH,
as a Lender

By: /s/ Andrew R. Campbell

Name: Andrew R. Campbell

Title: Authorized Signatory

By: /s/ Robert Robin

Name: Robert Robin

Title: Authorized Signatory

Signature Page to Amendment No. 4 to Third Amended and Restated Revolving Credit Agreement

CITIBANK, N.A., as a Lender

By: /s/ David Jaffe

Name: David Jaffe

Title: Vice President

Signature Page to Amendment No. 4 to Third Amended and Restated Revolving Credit Agreement

PNC BANK, NATIONAL ASSOCIATION,
as a Lender

By: /s/ Kristin Lenda

Name: Kristin Lenda

Title: Senior Vice President

Signature Page to Amendment No. 4 to Third Amended and Restated Revolving Credit Agreement

SUNTRUST BANK, as a Lender

By: /s/ Carlos Cruz

Name: Carlos Cruz

Title: Director

Signature Page to Amendment No. 4 to Third Amended and Restated Revolving Credit Agreement

U.S. BANK NATIONAL ASSOCIATION,
as a Lender

By: /s/ Paul E. Rouse

Name: Paul E. Rouse

Title: Vice President

Signature Page to Amendment No. 4 to Third Amended and Restated Revolving Credit Agreement

BANK OF AMERICA, N.A.,
as a Lender

By: /s/ Milena Deltcher

Name: Milena Deltcher

Title: Vice President

Signature Page to Amendment No. 4 to Third Amended and Restated Revolving Credit Agreement

CF INDUSTRIES HOLDINGS, INC.

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, W. Anthony Will, certify that:


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)

CF INDUSTRIES HOLDINGS, INC.

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Dennis P. Kelleher, certify that:


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)

CF INDUSTRIES HOLDINGS, INC.

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of CF Industries Holdings, Inc. (the Company) for the period ended March 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, W. Anthony Will, as President and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:


(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

CF INDUSTRIES HOLDINGS, INC.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of CF Industries Holdings, Inc. (the Company) for the period ended March 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Dennis P. Kelleher, as Senior Vice President and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:


(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