|
FORM 10-K
|
(Mark One)
|
|
ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2018
|
|
OR
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
20-2697511
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
4 Parkway North, Suite 400, Deerfield, Illinois
|
|
60015
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including area code
(847) 405-2400
|
||
Securities registered pursuant to Section 12(b) of the Act:
|
||
Title of each class
|
|
Name of each exchange on which registered
|
common stock, par value $0.01 per share
|
|
New York Stock Exchange
|
Large accelerated filer
ý
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
|
Emerging growth company
o
|
|
|
|
|
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|||
|
|||
|
|||
|
|
|
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
|
|||
|
•
|
five U.S. nitrogen fertilizer manufacturing facilities, located in Donaldsonville, Louisiana (the largest nitrogen fertilizer complex in the world); Port Neal, Iowa; Yazoo City, Mississippi; Verdigris, Oklahoma; and Woodward, Oklahoma. These facilities are owned directly or indirectly by CF Industries Nitrogen, LLC (CFN), of which we own approximately 89% and CHS Inc. (CHS) owns the remainder. See Note
17—Noncontrolling Interests
for additional information on our strategic venture with CHS;
|
•
|
two Canadian nitrogen fertilizer manufacturing facilities, located in Medicine Hat, Alberta (the largest nitrogen fertilizer complex in Canada) and Courtright, Ontario;
|
•
|
two United Kingdom nitrogen manufacturing facilities, 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.
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Sales Volume (tons)
|
|
Net Sales
|
|
Sales Volume (tons)
|
|
Net Sales
|
|
Sales Volume (tons)
|
|
Net Sales
|
|||||||||
|
(tons in thousands; dollars in millions)
|
|||||||||||||||||||
Products
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ammonia
|
3,135
|
|
|
$
|
1,028
|
|
|
4,105
|
|
|
$
|
1,209
|
|
|
2,874
|
|
|
$
|
981
|
|
Granular urea
|
4,898
|
|
|
1,322
|
|
|
4,357
|
|
|
971
|
|
|
3,597
|
|
|
831
|
|
|||
UAN
|
7,042
|
|
|
1,234
|
|
|
7,093
|
|
|
1,134
|
|
|
6,681
|
|
|
1,196
|
|
|||
AN
|
2,002
|
|
|
460
|
|
|
2,353
|
|
|
497
|
|
|
2,151
|
|
|
411
|
|
|||
Other
(1)
|
2,252
|
|
|
385
|
|
|
2,044
|
|
|
319
|
|
|
1,654
|
|
|
266
|
|
|||
Total
|
19,329
|
|
|
$
|
4,429
|
|
|
19,952
|
|
|
$
|
4,130
|
|
|
16,957
|
|
|
$
|
3,685
|
|
(1)
|
Other segment products include DEF, urea liquor, nitric acid, aqua ammonia and NPKs.
|
|
Average Annual Capacity
(1)
|
||||||||||||||||
|
Gross
Ammonia
(2)
|
|
Net
Ammonia
(2)
|
|
UAN
(3)
|
|
Urea
(4)
|
|
AN
(5)
|
|
Other
(6)
|
||||||
|
(tons in thousands)
|
||||||||||||||||
Donaldsonville, Louisiana
(7)
|
4,335
|
|
|
1,390
|
|
|
3,255
|
|
|
2,635
|
|
|
—
|
|
|
445
|
|
Medicine Hat, Alberta
|
1,230
|
|
|
770
|
|
|
—
|
|
|
810
|
|
|
—
|
|
|
—
|
|
Port Neal, Iowa
|
1,230
|
|
|
110
|
|
|
800
|
|
|
1,350
|
|
|
—
|
|
|
110
|
|
Verdigris, Oklahoma
(8)
|
1,210
|
|
|
430
|
|
|
1,955
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Woodward, Oklahoma
|
480
|
|
|
130
|
|
|
810
|
|
|
—
|
|
|
—
|
|
|
115
|
|
Yazoo City, Mississippi
(8)(9)
|
570
|
|
|
—
|
|
|
160
|
|
|
—
|
|
|
1,035
|
|
|
125
|
|
Courtright, Ontario
(8)(10)
|
500
|
|
|
265
|
|
|
345
|
|
|
—
|
|
|
—
|
|
|
400
|
|
Ince, U.K.
(11)
|
380
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
575
|
|
|
415
|
|
Billingham, U.K.
(8)
|
595
|
|
|
230
|
|
|
—
|
|
|
—
|
|
|
625
|
|
|
410
|
|
|
10,530
|
|
|
3,340
|
|
|
7,325
|
|
|
4,795
|
|
|
2,235
|
|
|
2,020
|
|
Unconsolidated Affiliate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Point Lisas, Trinidad
(12)
|
360
|
|
|
360
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
10,890
|
|
|
3,700
|
|
|
7,325
|
|
|
4,795
|
|
|
2,235
|
|
|
2,020
|
|
(1)
|
Average annual capacity includes allowance for normal outages and planned maintenance shutdowns.
|
(2)
|
Gross ammonia capacity includes ammonia used to produce upgraded products. Net ammonia capacity is gross ammonia capacity less ammonia used to produce upgraded products based on the product mix shown in the table.
|
(3)
|
Measured in tons of UAN containing 32% nitrogen by weight.
|
(4)
|
Reflects granular urea capacity from the Donaldsonville, Medicine Hat, and Port Neal facilities. Urea liquor and DEF production capacities are included in Other.
|
(5)
|
AN includes prilled products (Amtrate and industrial-grade AN, or IGAN) and AN solution produced for sale.
|
(6)
|
Includes product tons of: urea liquor and DEF from the Donaldsonville, Port Neal, Woodward, Yazoo City, and Courtright facilities; nitric acid from the Courtright, Yazoo City, Billingham, and Ince facilities; and NPKs from the Ince facility. Production of DEF can be increased by reducing urea and/or UAN production.
|
(7)
|
The Donaldsonville facility capacities present an estimated production mix. This facility is capable of producing between 2.4 million and 3.3 million tons of granular urea and between 1.2 million and 4.3 million tons of UAN annually. The facility is also capable of producing up to 1.2 million product tons of 32.5% DEF.
|
(8)
|
Reduction of UAN or AN production at the Yazoo City, Courtright, Verdigris and Billingham facilities can allow more merchant nitric acid to be made available for sale.
|
(9)
|
The Yazoo City facility’s production capacity depends on product mix. With the facility maximizing the production of AN products,
160,000
tons of UAN can be produced. UAN production can be increased to 450,000 tons by reducing the production of AN to 900,000 tons.
|
(10)
|
Production of urea liquor and DEF at the Courtright facility can be increased by reducing UAN production.
|
(11)
|
The Ince facility can increase production of NPKs and nitric acid by reducing AN production.
|
(12)
|
Represents our 50% interest in the capacity of PLNL.
|
(1)
|
Gross ammonia production, including amounts subsequently upgraded on-site into granular urea, UAN or AN.
|
|
Ammonia
|
|
Granular Urea
|
|
UAN
(1)
|
|
AN
|
||||||||||||||||
|
Number of
Facilities
|
|
Capacity
(000 Tons)
|
|
Number of
Facilities
|
|
Capacity
(000 Tons)
|
|
Number of
Facilities
|
|
Capacity
(000 Tons)
|
|
Number of
Facilities
|
|
Capacity
(000 Tons)
|
||||||||
Plants
|
9
|
|
|
546
|
|
|
4
|
|
|
330
|
|
|
6
|
|
|
519
|
|
|
3
|
|
|
234
|
|
Terminal and Warehouse Locations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Owned
|
22
|
|
|
780
|
|
|
1
|
|
|
200
|
|
|
8
|
|
|
214
|
|
|
—
|
|
|
—
|
|
Leased
(2)
|
5
|
|
|
178
|
|
|
1
|
|
|
7
|
|
|
24
|
|
|
320
|
|
|
—
|
|
|
—
|
|
Total In-Market
|
27
|
|
|
958
|
|
|
2
|
|
|
207
|
|
|
32
|
|
|
534
|
|
|
—
|
|
|
—
|
|
Total Storage Capacity
|
|
|
|
1,504
|
|
|
|
|
|
537
|
|
|
|
|
|
1,053
|
|
|
|
|
|
234
|
|
(1)
|
Capacity is expressed as the equivalent volume of UAN measured on a 32% nitrogen content basis.
|
(2)
|
Our lease agreements are typically for periods of one to five years.
|
•
|
make it more difficult for us to pay or refinance our debts as they become due during adverse economic and industry conditions because any related decrease in revenues could cause us not to have sufficient cash flows from operations to make our scheduled debt payments;
|
•
|
cause us to be less able to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions;
|
•
|
cause us to use a portion of our cash flow from operations for debt service, reducing the availability of cash to fund working capital and capital expenditures, and other business activities;
|
•
|
cause us to be more vulnerable to general adverse economic and industry conditions;
|
•
|
expose us to the risk of increased interest rates because certain of our borrowings, including borrowings under our Revolving Credit Agreement, could be at variable rates of interest;
|
•
|
make us more leveraged than some of our competitors, which could place us at a competitive disadvantage;
|
•
|
restrict our investments in our subsidiaries, which could limit our ability to fund certain of our businesses;
|
•
|
restrict our ability to dispose of assets or otherwise restrict our use of funds from the disposal of assets;
|
•
|
restrict our ability to pay dividends on our common stock or utilize excess cash to repurchase shares of our common stock;
|
•
|
limit our ability to borrow additional monies in the future to fund working capital, capital expenditures and other general corporate purposes; and
|
•
|
result in a downgrade in the credit rating of our indebtedness which could increase the cost of further borrowings.
|
•
|
incur additional indebtedness or guarantee indebtedness;
|
•
|
pay dividends on, repurchase or make distributions in respect of their capital stock or make other restricted payments;
|
•
|
make certain investments or acquisitions;
|
•
|
sell, transfer or otherwise convey certain assets;
|
•
|
create liens;
|
•
|
consolidate, merge, sell or otherwise dispose of all or substantially all of our and our restricted subsidiaries’ assets; and
|
•
|
prepay certain kinds of indebtedness.
|
•
|
difficulties in integrating the parties’ operations, systems, technologies, products and personnel;
|
•
|
incurrence of significant transaction-related expenses;
|
•
|
potential integration or restructuring costs;
|
•
|
potential impairment charges related to the goodwill, intangible assets or other assets to which any such transaction relates, in the event that the economic benefits of such transaction prove to be less than anticipated;
|
•
|
other unanticipated costs associated with such transactions;
|
•
|
our ability to achieve operating and financial efficiencies, synergies and cost savings;
|
•
|
our ability to obtain the desired financial or strategic benefits from any such transaction;
|
•
|
the parties’ ability to retain key business relationships, including relationships with employees, customers, partners and suppliers;
|
•
|
potential loss of key personnel;
|
•
|
entry into markets or involvement with products with which we have limited current or prior experience or in which competitors may have stronger positions;
|
•
|
assumption of contingent liabilities, including litigation;
|
•
|
exposure to unanticipated liabilities;
|
•
|
differences in the parties’ internal control environments, which may require significant time and resources to resolve in conformity with applicable legal and accounting standards;
|
•
|
increased scope, geographic diversity and complexity of our operations;
|
•
|
the tax effects of any such transaction; and
|
•
|
the potential for costly and time-consuming litigation, including stockholder lawsuits.
|
•
|
the impact of particular economic, tax, currency, political, legal and regulatory risks associated with specific countries;
|
•
|
challenges caused by distance and by language and cultural differences;
|
•
|
difficulties and costs of complying with a wide variety of complex laws, treaties and regulations;
|
•
|
unexpected changes in regulatory environments;
|
•
|
political and economic instability, including the possibility for civil unrest;
|
•
|
nationalization of properties by foreign governments;
|
•
|
tax rates that may exceed those in the United States, and earnings that may be subject to withholding requirements;
|
•
|
the imposition of tariffs, exchange controls or other restrictions; and
|
•
|
the impact of currency exchange rate fluctuations.
|
•
|
the cyclical nature of our business and the impact of global supply and demand on our selling prices;
|
•
|
the global commodity nature of our fertilizer products, the conditions in the international market for nitrogen products, and the intense global competition from other fertilizer producers;
|
•
|
conditions in the U.S. and European agricultural industry;
|
•
|
the volatility of natural gas prices in North America and Europe;
|
•
|
difficulties in securing the supply and delivery of raw materials, increases in their costs or delays or interruptions in their delivery;
|
•
|
reliance on third party providers of transportation services and equipment;
|
•
|
the significant risks and hazards involved in producing and handling our products against which we may not be fully insured;
|
•
|
our ability to manage our indebtedness;
|
•
|
operating and financial restrictions imposed on us by the agreements governing our senior secured indebtedness;
|
•
|
risks associated with our incurrence of additional indebtedness;
|
•
|
our ability to maintain compliance with covenants under the agreements governing our indebtedness;
|
•
|
downgrades of our credit ratings;
|
•
|
risks associated with cyber security;
|
•
|
weather conditions;
|
•
|
risks associated with changes in tax laws and disagreements with taxing authorities;
|
•
|
our reliance on a limited number of key facilities;
|
•
|
potential liabilities and expenditures related to environmental, health and safety laws and regulations and permitting requirements;
|
•
|
future regulatory restrictions and requirements related to greenhouse gas emissions;
|
•
|
risks associated with expansions of our business, including unanticipated adverse consequences and the significant resources that could be required;
|
•
|
the seasonality of the fertilizer business;
|
•
|
the impact of changing market conditions on our forward sales programs;
|
•
|
risks involving derivatives and the effectiveness of our risk measurement and hedging activities;
|
•
|
risks associated with the operation or management of the CHS strategic venture, risks and uncertainties relating to the market prices of the fertilizer products that are the subject of our supply agreement with CHS over the life of the supply agreement, and the risk that any challenges related to the CHS strategic venture will harm our other business relationships;
|
•
|
risks associated with our PLNL joint venture;
|
•
|
acts of terrorism and regulations to combat terrorism;
|
•
|
risks associated with international operations; and
|
•
|
deterioration of global market and economic conditions.
|
|
|
|
|
|
|
|
|
||||||
|
Issuer Purchases of Equity Securities
|
||||||||||||
Period
|
Total
number of shares (or units) purchased |
|
Average
price paid per share (or unit) (1) |
|
Total number of
shares (or units) purchased as part of publicly announced plans or programs (2) |
|
Maximum number (or
approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (in thousands) (2) |
||||||
October 1, 2018 - October 31, 2018
|
1,120,819
|
|
(3)
|
$
|
49.73
|
|
|
1,120,000
|
|
|
$
|
353,178
|
|
November 1, 2018 - November 30, 2018
|
3,632,912
|
|
(4)
|
46.78
|
|
|
3,586,618
|
|
|
185,653
|
|
||
December 1, 2018 - December 31, 2018
|
4,409,484
|
|
|
42.10
|
|
|
4,409,484
|
|
|
—
|
|
||
Total
|
9,163,215
|
|
|
$
|
44.89
|
|
|
9,116,102
|
|
|
|
|
(1)
|
Average price paid per share of CF Holdings common stock repurchased under the 2018 Share Repurchase Program, as defined below, is the execution price, excluding commissions paid to brokers.
|
(2)
|
On August 1, 2018, our Board of Directors authorized management to repurchase CF Industries Holdings, Inc. (CF Holdings) common stock for a total expenditure of up to
$500 million
through June 30, 2020 (the 2018 Share Repurchase Program). We announced the 2018 Share Repurchase Program on August 1, 2018, and we completed the 2018 Share Repurchase Program in the fourth quarter of 2018. The 2018 Share Repurchase Program is discussed in Note 18—Stockholders’ Equity, in the notes to the consolidated financial statements included in Item 8. Financial Statements and Supplementary Data.
|
(3)
|
Includes 819 shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units.
|
(4)
|
Includes 46,294 shares withheld to pay employee tax obligations upon the exercise of nonqualified stock options.
|
|
Year ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
(1)
|
|
2016
(1)
|
|
2015
(1)(2)
|
|
2014
(1)(3)
|
||||||||||
|
(in millions, except per share amounts)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
$
|
4,429
|
|
|
$
|
4,130
|
|
|
$
|
3,685
|
|
|
$
|
4,308
|
|
|
$
|
4,743
|
|
Cost of sales
|
3,512
|
|
|
3,696
|
|
|
2,842
|
|
|
2,752
|
|
|
2,953
|
|
|||||
Gross margin
|
917
|
|
|
434
|
|
|
843
|
|
|
1,556
|
|
|
1,790
|
|
|||||
Selling, general and administrative expenses
|
214
|
|
|
191
|
|
|
173
|
|
|
169
|
|
|
147
|
|
|||||
Transaction costs
|
—
|
|
|
—
|
|
|
179
|
|
|
57
|
|
|
—
|
|
|||||
Other operating—net
|
(27
|
)
|
|
18
|
|
|
208
|
|
|
92
|
|
|
51
|
|
|||||
Total other operating costs and expenses
|
187
|
|
|
209
|
|
|
560
|
|
|
318
|
|
|
198
|
|
|||||
Gain on sale of phosphate business
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
750
|
|
|||||
Equity in earnings (losses) of operating affiliates
|
36
|
|
|
9
|
|
|
(145
|
)
|
|
(35
|
)
|
|
43
|
|
|||||
Operating earnings
|
766
|
|
|
234
|
|
|
138
|
|
|
1,203
|
|
|
2,385
|
|
|||||
Interest expense—net
|
228
|
|
|
303
|
|
|
195
|
|
|
131
|
|
|
177
|
|
|||||
Loss on debt extinguishment
|
—
|
|
|
53
|
|
|
167
|
|
|
—
|
|
|
—
|
|
|||||
Other non-operating—net
|
(9
|
)
|
|
3
|
|
|
2
|
|
|
14
|
|
|
21
|
|
|||||
Earnings (loss) before income taxes and equity in earnings of non-operating affiliates
|
547
|
|
|
(125
|
)
|
|
(226
|
)
|
|
1,058
|
|
|
2,187
|
|
|||||
Income tax provision (benefit)
|
119
|
|
|
(575
|
)
|
|
(68
|
)
|
|
396
|
|
|
773
|
|
|||||
Equity in earnings of non-operating affiliates—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
72
|
|
|
23
|
|
|||||
Net earnings (loss)
|
428
|
|
|
450
|
|
|
(158
|
)
|
|
734
|
|
|
1,437
|
|
|||||
Less: Net earnings attributable to noncontrolling interests
|
138
|
|
|
92
|
|
|
119
|
|
|
34
|
|
|
47
|
|
|||||
Net earnings (loss) attributable to common stockholders
|
$
|
290
|
|
|
$
|
358
|
|
|
$
|
(277
|
)
|
|
$
|
700
|
|
|
$
|
1,390
|
|
Cash dividends declared per common share
|
$
|
1.20
|
|
|
$
|
1.20
|
|
|
$
|
1.20
|
|
|
$
|
1.20
|
|
|
$
|
1.00
|
|
Share and per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net earnings (loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
1.25
|
|
|
$
|
1.53
|
|
|
$
|
(1.19
|
)
|
|
$
|
2.97
|
|
|
$
|
5.43
|
|
Diluted
|
1.24
|
|
|
1.53
|
|
|
(1.19
|
)
|
|
2.96
|
|
|
5.42
|
|
|||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
232.6
|
|
|
233.5
|
|
|
233.1
|
|
|
235.3
|
|
|
255.9
|
|
|||||
Diluted
|
233.8
|
|
|
233.9
|
|
|
233.1
|
|
|
236.1
|
|
|
256.7
|
|
|||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
$
|
888
|
|
|
$
|
883
|
|
|
$
|
678
|
|
|
$
|
480
|
|
|
$
|
393
|
|
Capital expenditures
|
422
|
|
|
473
|
|
|
2,211
|
|
|
2,469
|
|
|
1,809
|
|
|
December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
(2)
|
|
2014
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
682
|
|
|
$
|
835
|
|
|
$
|
1,164
|
|
|
$
|
286
|
|
|
$
|
1,997
|
|
Total assets
|
12,661
|
|
|
13,463
|
|
|
15,131
|
|
|
12,683
|
|
|
11,200
|
|
|||||
Customer advances
|
149
|
|
|
89
|
|
|
42
|
|
|
162
|
|
|
325
|
|
|||||
Total debt
|
4,698
|
|
|
4,692
|
|
|
5,778
|
|
|
5,537
|
|
|
4,538
|
|
|||||
Total equity
|
5,731
|
|
|
6,684
|
|
|
6,492
|
|
|
4,387
|
|
|
4,572
|
|
(1)
|
As a result of our adoption of 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 on January 1, 2018, cost of sales, selling, general and administrative expenses and other non-operating—net were adjusted for the years ended December 31, 2017, 2016, 2015 and 2014 and other operating—net was adjusted for the year ended December 31, 2014. See Note
3—New Accounting Standards
for additional information.
|
(2)
|
On July 31, 2015, we acquired the remaining 50% equity interest in
CF Fertilisers UK
not previously owned by us.
CF Fertilisers UK
is now wholly owned by us. The financial results of
CF Fertilisers UK
have been consolidated within our financial results since July 31, 2015. Prior to July 31, 2015, our initial 50% equity interest in
CF Fertilisers UK
was accounted for as an equity method investment and the financial results of this investment were included in equity in earnings of non-operating affiliates—net of taxes.
|
(3)
|
On March 17, 2014, we completed the sale of our phosphate mining and manufacturing business. The selected historical financial data includes the results of the phosphate business through March 17, 2014, plus the continuing sales of the phosphate inventory in the distribution network after March 17, 2014. The remaining phosphate inventory was sold in the second quarter of 2014. The results of the phosphate mining and manufacturing business are not reported as discontinued operations in our consolidated statements of operations.
|
•
|
Overview of CF Holdings
|
•
|
Our Company
|
•
|
Industry Factors
|
•
|
Items Affecting Comparability of Results
|
•
|
Financial Executive Summary
|
•
|
Results of Consolidated Operations
|
•
|
Year Ended
December 31, 2018
Compared to Year Ended
December 31, 2017
|
•
|
Year Ended
December 31, 2017
Compared to Year Ended
December 31, 2016
|
•
|
Operating Results by Business Segment
|
•
|
Liquidity and Capital Resources
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Critical Accounting Policies and Estimates
|
•
|
Recent Accounting Pronouncements
|
•
|
five U.S. nitrogen fertilizer manufacturing facilities, located in Donaldsonville, Louisiana (the largest nitrogen fertilizer complex in the world); Port Neal, Iowa; Yazoo City, Mississippi; Verdigris, Oklahoma; and Woodward, Oklahoma. These facilities are owned directly or indirectly by CF Industries Nitrogen, LLC (CFN), of which we own approximately 89% and CHS Inc. (CHS) owns the remainder. See Note
17—Noncontrolling Interests
for additional information on our strategic venture with CHS;
|
•
|
two Canadian nitrogen fertilizer manufacturing facilities, located in Medicine Hat, Alberta (the largest nitrogen fertilizer complex in Canada) and Courtright, Ontario;
|
•
|
two United Kingdom nitrogen manufacturing facilities, 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.
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Sales Volume (tons)
|
|
Net Sales
|
|
Sales Volume (tons)
|
|
Net Sales
|
|
Sales Volume (tons)
|
|
Net Sales
|
|||||||||
|
(tons in thousands; dollars in millions)
|
|||||||||||||||||||
Ammonia
|
3,135
|
|
|
$
|
1,028
|
|
|
4,105
|
|
|
$
|
1,209
|
|
|
2,874
|
|
|
$
|
981
|
|
Granular urea
|
4,898
|
|
|
1,322
|
|
|
4,357
|
|
|
971
|
|
|
3,597
|
|
|
831
|
|
|||
UAN
|
7,042
|
|
|
1,234
|
|
|
7,093
|
|
|
1,134
|
|
|
6,681
|
|
|
1,196
|
|
|||
AN
|
2,002
|
|
|
460
|
|
|
2,353
|
|
|
497
|
|
|
2,151
|
|
|
411
|
|
|||
Other
|
2,252
|
|
|
385
|
|
|
2,044
|
|
|
319
|
|
|
1,654
|
|
|
266
|
|
|||
Total
|
19,329
|
|
|
$
|
4,429
|
|
|
19,952
|
|
|
$
|
4,130
|
|
|
16,957
|
|
|
$
|
3,685
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Pre-Tax
|
After-Tax
(1)
|
|
Pre-Tax
|
After-Tax
(1)
|
|
Pre-Tax
|
After-Tax
(1)
|
||||||||||||
|
(in millions)
|
|||||||||||||||||||
Unrealized net mark-to-market (gain) loss on natural gas derivatives
(2)
|
$
|
(13
|
)
|
$
|
(10
|
)
|
|
$
|
61
|
|
$
|
39
|
|
|
$
|
(260
|
)
|
$
|
(163
|
)
|
(Gain) loss on foreign currency transactions including intercompany loans
(3)
|
(5
|
)
|
(4
|
)
|
|
2
|
|
1
|
|
|
93
|
|
93
|
|
||||||
Insurance proceeds
(3)
|
(10
|
)
|
(8
|
)
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||
Costs related to the acquisition of TNCLP Public Units
(4)
|
2
|
|
1
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||
Earnings attributable to noncontrolling interests - TNCLP
(5)
|
8
|
|
8
|
|
|
19
|
|
19
|
|
|
26
|
|
26
|
|
||||||
Equity method investments:
|
|
|
|
|
|
|
|
|
||||||||||||
PLNL settlement income
(6)
|
(19
|
)
|
(19
|
)
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||
Equity method investment tax contingency accrual
(6)
|
—
|
|
—
|
|
|
7
|
|
7
|
|
|
—
|
|
—
|
|
||||||
Gain on sale of equity method investment
(6)
|
—
|
|
—
|
|
|
(14
|
)
|
(9
|
)
|
|
—
|
|
—
|
|
||||||
Impairment of equity method investment in PLNL
(6)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
134
|
|
134
|
|
||||||
Loss on embedded derivative liability
(3)
|
—
|
|
—
|
|
|
4
|
|
3
|
|
|
23
|
|
14
|
|
||||||
Impact of U.S. Tax Cuts and Jobs Act
(7)
|
—
|
|
16
|
|
|
—
|
|
(491
|
)
|
|
—
|
|
—
|
|
||||||
Debt activity:
|
|
|
|
|
|
|
|
|
||||||||||||
Loss on debt extinguishment
|
—
|
|
—
|
|
|
53
|
|
33
|
|
|
167
|
|
105
|
|
||||||
Debt and revolver amendment fees
(8)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
18
|
|
11
|
|
||||||
Capacity expansion project expenses
(3)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
73
|
|
46
|
|
||||||
Start-up costs - Donaldsonville / Port Neal expansion plants
(2)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
52
|
|
32
|
|
||||||
Transaction costs and termination of agreement with OCI:
|
|
|
|
|
|
|
|
|
||||||||||||
Transaction costs
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
179
|
|
96
|
|
||||||
Financing costs related to bridge loan commitment fee
(9)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
28
|
|
18
|
|
||||||
Total Impact of Significant Items
|
$
|
(37
|
)
|
$
|
(16
|
)
|
|
$
|
132
|
|
$
|
(398
|
)
|
|
$
|
533
|
|
$
|
412
|
|
(1)
|
The tax impact is calculated utilizing a marginal effective rate of 22.9% in
2018
, 36.8% in
2017
and 37.2% in
2016
.
|
(2)
|
Included in cost of sales in our consolidated statements of operations.
|
(3)
|
Included in other operating—net in our consolidated statements of operations.
|
(4)
|
Included in selling, general and administrative expenses in our consolidated statement of operations.
|
(5)
|
Included in net earnings attributable to noncontrolling interests in our consolidated statements of operations.
|
(6)
|
Included in equity in earnings (loss) of operating affiliates in our consolidated statements of operations.
|
(7)
|
Included in income tax provision (benefit) in our consolidated statements of operations.
|
(8)
|
Included primarily in interest expense in our consolidated statements of operations.
|
(9)
|
Included in interest expense in our consolidated statements of operations.
|
•
|
Our joint venture in the Republic of Trinidad and Tobago, PLNL, operates an ammonia plant that relies on natural gas supplied, under a Gas Sales Contract (the NGC Contract), by The National Gas Company of Trinidad and Tobago Limited (NGC). PLNL experienced past curtailments in the supply of natural gas, which reduced historical ammonia production at PLNL. The NGC Contract had an initial expiration date of September 2018 and was extended on the same terms until September 2023. Any NGC commitment to supply gas beyond 2023 will be based on new agreements. In May 2018, the NGC and PLNL reached a settlement of an arbitration proceeding regarding PLNL’s claims for damages due to natural gas supply curtailments. The net after-tax impact of the settlement reached between NGC and PLNL that is recognized in our consolidated statement of operations for
2018
was an increase in our equity in earnings of operating affiliates of approximately
$19 million
.
|
•
|
The Trinidad tax authority (the Board of Inland Revenue) issued a tax assessment against PLNL related to a dispute over whether tax depreciation must be claimed during a tax holiday period that was granted to PLNL under the Trinidad Fiscal Incentives Act. The tax holiday was granted as an incentive to construct PLNL’s ammonia plant. Based on the facts and circumstances of this matter, PLNL recorded a tax contingency accrual, which reduced our equity in earnings of PLNL for
2017
by approximately
$7 million
reflecting our 50% ownership interest. In early 2018, PLNL settled this matter with the Board of Inland Revenue for the amounts accrued.
|
•
|
In the fourth quarter of 2017, we recognized a gain of
$14 million
related to the sale of our interest in a joint venture that owned a carbon dioxide liquefaction and purification facility.
|
•
|
In 2016, our equity in earnings (loss) of operating affiliates includes an impairment charge of our equity method investment in PLNL of
$134 million
. See “Critical Accounting Policies and Estimates” below, for additional information.
|
•
|
Impact of Tax Rate Change on Deferred Tax Liabilities
- The most significant impact of Tax Reform was the reduction of the U.S. statutory corporate tax rate from 35% to 21%. This change necessitated the revaluation of all of our U.S. deferred tax balances, which resulted in an income tax benefit of $552 million that was recorded in 2017.
|
•
|
Transition Tax (Repatriation Tax) on Foreign Earnings and Profits
- Tax Reform required us to pay U.S. tax on our previously untaxed foreign earnings. Foreign earnings held in the form of cash and cash equivalents are taxed at a 15.5% rate, and the remaining earnings are taxed at an 8% rate. We have elected to pay the transition tax in installments over an eight-year period. As a result, we recognized a provisional charge and liability of $57 million in 2017. During 2018, we recorded an additional
$16 million
to increase the provisional amount recorded in 2017.
|
•
|
an
11%
increase in average selling prices, which increased gross margin by $520 million, driven by the tightening supply and demand conditions in the global nitrogen market, which are more fully described in the section above titled “Items Affecting Comparability of Results,”
|
•
|
the impact of a
$13 million
unrealized net mark-to-market gain in
2018
compared to a
$61 million
loss in
2017
, which increased gross margin by $74 million,
|
•
|
a decrease in physical natural gas costs in
2018
, including the impact of natural gas derivatives that settled in the period, which increased gross margin by $57 million,
|
•
|
partially offset by the impact of lower sales volume, which decreased gross margin by $26 million, and higher costs of $142 million primarily associated with plant turnaround and maintenance activity, and other plant outages, in 2018.
|
|
Year ended December 31,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 v. 2017
|
|
2017 v. 2016
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
4,429
|
|
|
$
|
4,130
|
|
|
$
|
3,685
|
|
|
$
|
299
|
|
|
7
|
%
|
|
$
|
445
|
|
|
12
|
%
|
Cost of sales (COS)
(1)
|
3,512
|
|
|
3,696
|
|
|
2,842
|
|
|
(184
|
)
|
|
(5
|
)%
|
|
854
|
|
|
30
|
%
|
|||||
Gross margin
|
917
|
|
|
434
|
|
|
843
|
|
|
483
|
|
|
111
|
%
|
|
(409
|
)
|
|
(49
|
)%
|
|||||
Gross margin percentage
|
20.7
|
%
|
|
10.5
|
%
|
|
22.9
|
%
|
|
10.2
|
%
|
|
|
|
(12.4
|
)%
|
|
|
|||||||
Selling, general and administrative expenses
(1)
|
214
|
|
|
191
|
|
|
173
|
|
|
23
|
|
|
12
|
%
|
|
18
|
|
|
10
|
%
|
|||||
Transaction costs
|
—
|
|
|
—
|
|
|
179
|
|
|
—
|
|
|
—
|
%
|
|
(179
|
)
|
|
(100
|
)%
|
|||||
Other operating—net
|
(27
|
)
|
|
18
|
|
|
208
|
|
|
(45
|
)
|
|
N/M
|
|
|
(190
|
)
|
|
(91
|
)%
|
|||||
Total other operating costs and expenses
|
187
|
|
|
209
|
|
|
560
|
|
|
(22
|
)
|
|
(11
|
)%
|
|
(351
|
)
|
|
(63
|
)%
|
|||||
Equity in earnings (loss) of operating affiliates
|
36
|
|
|
9
|
|
|
(145
|
)
|
|
27
|
|
|
N/M
|
|
|
154
|
|
|
N/M
|
|
|||||
Operating earnings
|
766
|
|
|
234
|
|
|
138
|
|
|
532
|
|
|
N/M
|
|
|
96
|
|
|
70
|
%
|
|||||
Interest expense—net
|
228
|
|
|
303
|
|
|
195
|
|
|
(75
|
)
|
|
(25
|
)%
|
|
108
|
|
|
55
|
%
|
|||||
Loss on debt extinguishment
|
—
|
|
|
53
|
|
|
167
|
|
|
(53
|
)
|
|
(100
|
)%
|
|
(114
|
)
|
|
(68
|
)%
|
|||||
Other non-operating—net
(1)
|
(9
|
)
|
|
3
|
|
|
2
|
|
|
(12
|
)
|
|
N/M
|
|
|
1
|
|
|
50
|
%
|
|||||
Earnings (loss) before income taxes
|
547
|
|
|
(125
|
)
|
|
(226
|
)
|
|
672
|
|
|
N/M
|
|
|
101
|
|
|
45
|
%
|
|||||
Income tax provision (benefit)
|
119
|
|
|
(575
|
)
|
|
(68
|
)
|
|
694
|
|
|
N/M
|
|
|
(507
|
)
|
|
N/M
|
|
|||||
Net earnings (loss)
|
428
|
|
|
450
|
|
|
(158
|
)
|
|
(22
|
)
|
|
(5
|
)%
|
|
608
|
|
|
N/M
|
|
|||||
Less: Net earnings attributable to noncontrolling interests
|
138
|
|
|
92
|
|
|
119
|
|
|
46
|
|
|
50
|
%
|
|
(27
|
)
|
|
(23
|
)%
|
|||||
Net earnings (loss) attributable to common stockholders
|
$
|
290
|
|
|
$
|
358
|
|
|
$
|
(277
|
)
|
|
$
|
(68
|
)
|
|
(19
|
)%
|
|
$
|
635
|
|
|
N/M
|
|
Diluted net earnings (loss) per share attributable to common stockholders
|
$
|
1.24
|
|
|
$
|
1.53
|
|
|
$
|
(1.19
|
)
|
|
$
|
(0.29
|
)
|
|
(19
|
)%
|
|
$
|
2.72
|
|
|
N/M
|
|
Diluted weighted-average common shares outstanding
|
233.8
|
|
|
233.9
|
|
|
233.1
|
|
|
(0.1
|
)
|
|
—
|
%
|
|
0.8
|
|
|
—
|
%
|
|||||
Dividends declared per common share
|
$
|
1.20
|
|
|
$
|
1.20
|
|
|
$
|
1.20
|
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Natural gas supplemental data (per MMBtu)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Natural gas costs in COS
(2)
|
$
|
3.15
|
|
|
$
|
3.33
|
|
|
$
|
2.61
|
|
|
$
|
(0.18
|
)
|
|
(5
|
)%
|
|
$
|
0.72
|
|
|
28
|
%
|
Realized derivatives loss in COS
(3)
|
0.01
|
|
|
0.07
|
|
|
0.46
|
|
|
(0.06
|
)
|
|
(86
|
)%
|
|
(0.39
|
)
|
|
(85
|
)%
|
|||||
Cost of natural gas in COS
|
$
|
3.16
|
|
|
$
|
3.40
|
|
|
$
|
3.07
|
|
|
$
|
(0.24
|
)
|
|
(7
|
)%
|
|
$
|
0.33
|
|
|
11
|
%
|
Average daily market price of natural gas Henry Hub (Louisiana)
|
$
|
3.12
|
|
|
$
|
2.96
|
|
|
$
|
2.48
|
|
|
$
|
0.16
|
|
|
5
|
%
|
|
$
|
0.48
|
|
|
19
|
%
|
Average daily market price of natural gas National Balancing Point (UK)
|
$
|
8.07
|
|
|
$
|
5.80
|
|
|
$
|
4.66
|
|
|
$
|
2.27
|
|
|
39
|
%
|
|
$
|
1.14
|
|
|
25
|
%
|
Unrealized net mark-to-market (gain) loss on natural gas derivatives
|
$
|
(13
|
)
|
|
$
|
61
|
|
|
$
|
(260
|
)
|
|
$
|
(74
|
)
|
|
N/M
|
|
|
$
|
321
|
|
|
N/M
|
|
Depreciation and amortization
|
$
|
888
|
|
|
$
|
883
|
|
|
$
|
678
|
|
|
$
|
5
|
|
|
1
|
%
|
|
$
|
205
|
|
|
30
|
%
|
Capital expenditures
|
$
|
422
|
|
|
$
|
473
|
|
|
$
|
2,211
|
|
|
$
|
(51
|
)
|
|
(11
|
)%
|
|
$
|
(1,738
|
)
|
|
(79
|
)%
|
Sales volume by product tons (000s)
|
19,329
|
|
|
19,952
|
|
|
16,957
|
|
|
(623
|
)
|
|
(3
|
)%
|
|
2,995
|
|
|
18
|
%
|
|||||
Production volume by product tons (000s):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ammonia
(4)
|
9,805
|
|
|
10,295
|
|
|
8,307
|
|
|
(490
|
)
|
|
(5
|
)%
|
|
1,988
|
|
|
24
|
%
|
|||||
Granular urea
|
4,837
|
|
|
4,451
|
|
|
3,368
|
|
|
386
|
|
|
9
|
%
|
|
1,083
|
|
|
32
|
%
|
|||||
UAN (32%)
|
6,903
|
|
|
6,914
|
|
|
6,698
|
|
|
(11
|
)
|
|
—
|
%
|
|
216
|
|
|
3
|
%
|
|||||
AN
|
1,731
|
|
|
2,127
|
|
|
1,845
|
|
|
(396
|
)
|
|
(19
|
)%
|
|
282
|
|
|
15
|
%
|
(1)
|
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. As a result, we reclassified certain amounts in our consolidated statements of operations in 2017 and 2016. See Note
3—New Accounting Standards
for additional information.
|
(2)
|
Includes the cost of natural gas and related transportation that is included in cost of sales during the period under the first-in, first-out inventory cost method.
|
(3)
|
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.
|
(4)
|
Gross ammonia production, including amounts subsequently upgraded on-site into granular urea, UAN, or AN.
|
|
Ammonia
(1)
|
|
Granular Urea
(1)(2)
|
|
UAN
(1)(2)
|
|
AN
(2)
|
|
Other
(2)
|
|
Consolidated
|
||||||||||||
|
(in millions, except percentages)
|
||||||||||||||||||||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
1,028
|
|
|
$
|
1,322
|
|
|
$
|
1,234
|
|
|
$
|
460
|
|
|
$
|
385
|
|
|
$
|
4,429
|
|
Cost of sales
|
867
|
|
|
889
|
|
|
1,007
|
|
|
414
|
|
|
335
|
|
|
3,512
|
|
||||||
Gross margin
|
$
|
161
|
|
|
$
|
433
|
|
|
$
|
227
|
|
|
$
|
46
|
|
|
$
|
50
|
|
|
$
|
917
|
|
Gross margin percentage
|
15.7
|
%
|
|
32.8
|
%
|
|
18.4
|
%
|
|
10.0
|
%
|
|
13.0
|
%
|
|
20.7
|
%
|
||||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
$
|
1,209
|
|
|
$
|
971
|
|
|
$
|
1,134
|
|
|
$
|
497
|
|
|
$
|
319
|
|
|
$
|
4,130
|
|
Cost of sales
|
1,070
|
|
|
855
|
|
|
1,053
|
|
|
446
|
|
|
272
|
|
|
3,696
|
|
||||||
Gross margin
|
$
|
139
|
|
|
$
|
116
|
|
|
$
|
81
|
|
|
$
|
51
|
|
|
$
|
47
|
|
|
$
|
434
|
|
Gross margin percentage
|
11.5
|
%
|
|
11.9
|
%
|
|
7.1
|
%
|
|
10.3
|
%
|
|
14.7
|
%
|
|
10.5
|
%
|
||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
$
|
981
|
|
|
$
|
831
|
|
|
$
|
1,196
|
|
|
$
|
411
|
|
|
$
|
266
|
|
|
$
|
3,685
|
|
Cost of sales
|
714
|
|
|
583
|
|
|
919
|
|
|
409
|
|
|
217
|
|
|
2,842
|
|
||||||
Gross margin
|
$
|
267
|
|
|
$
|
248
|
|
|
$
|
277
|
|
|
$
|
2
|
|
|
$
|
49
|
|
|
$
|
843
|
|
Gross margin percentage
|
27.2
|
%
|
|
29.8
|
%
|
|
23.2
|
%
|
|
0.5
|
%
|
|
18.4
|
%
|
|
22.9
|
%
|
(1)
|
Cost of sales and gross margin for the ammonia, granular urea and UAN segments for the years ended
December 31, 2017
and
December 31, 2016
were adjusted to reflect the reclassification of
$4 million
and
$3 million
, respectively, of defined benefit plan costs to other operating—net. These adjustments were a result of our adoption of ASU No. 2017-07 on January 1, 2018. See Note
3—New Accounting Standards
for additional information.
|
(2)
|
The cost of ammonia that is upgraded into other products is transferred at cost into the upgraded product results.
|
|
Year ended December 31,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 v. 2017
|
|
2017 v. 2016
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
1,028
|
|
|
$
|
1,209
|
|
|
$
|
981
|
|
|
$
|
(181
|
)
|
|
(15
|
)%
|
|
$
|
228
|
|
|
23
|
%
|
Cost of sales
|
867
|
|
|
1,070
|
|
|
714
|
|
|
(203
|
)
|
|
(19
|
)%
|
|
356
|
|
|
50
|
%
|
|||||
Gross margin
|
$
|
161
|
|
|
$
|
139
|
|
|
$
|
267
|
|
|
$
|
22
|
|
|
16
|
%
|
|
$
|
(128
|
)
|
|
(48
|
)%
|
Gross margin percentage
|
15.7
|
%
|
|
11.5
|
%
|
|
27.2
|
%
|
|
4.2
|
%
|
|
|
|
(15.7
|
)%
|
|
|
|||||||
Sales volume by product tons (000s)
|
3,135
|
|
|
4,105
|
|
|
2,874
|
|
|
(970
|
)
|
|
(24
|
)%
|
|
1,231
|
|
|
43
|
%
|
|||||
Sales volume by nutrient tons (000s)
(1)
|
2,571
|
|
|
3,367
|
|
|
2,358
|
|
|
(796
|
)
|
|
(24
|
)%
|
|
1,009
|
|
|
43
|
%
|
|||||
Average selling price per product ton
|
$
|
328
|
|
|
$
|
295
|
|
|
$
|
341
|
|
|
$
|
33
|
|
|
11
|
%
|
|
$
|
(46
|
)
|
|
(13
|
)%
|
Average selling price per nutrient ton
(1)
|
$
|
400
|
|
|
$
|
359
|
|
|
$
|
416
|
|
|
$
|
41
|
|
|
11
|
%
|
|
$
|
(57
|
)
|
|
(14
|
)%
|
Gross margin per product ton
|
$
|
51
|
|
|
$
|
34
|
|
|
$
|
93
|
|
|
$
|
17
|
|
|
50
|
%
|
|
$
|
(59
|
)
|
|
(63
|
)%
|
Gross margin per nutrient ton
(1)
|
$
|
63
|
|
|
$
|
41
|
|
|
$
|
113
|
|
|
$
|
22
|
|
|
54
|
%
|
|
$
|
(72
|
)
|
|
(64
|
)%
|
Depreciation and amortization
|
$
|
155
|
|
|
$
|
183
|
|
|
$
|
96
|
|
|
$
|
(28
|
)
|
|
(15
|
)%
|
|
$
|
87
|
|
|
91
|
%
|
Unrealized net mark-to-market (gain) loss on natural gas derivatives
|
$
|
(4
|
)
|
|
$
|
20
|
|
|
$
|
(85
|
)
|
|
$
|
(24
|
)
|
|
N/M
|
|
|
$
|
105
|
|
|
N/M
|
|
(1)
|
Ammonia represents 82% nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.
|
|
Year ended December 31,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 v. 2017
|
|
2017 v. 2016
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
1,322
|
|
|
$
|
971
|
|
|
$
|
831
|
|
|
$
|
351
|
|
|
36
|
%
|
|
$
|
140
|
|
|
17
|
%
|
Cost of sales
|
889
|
|
|
855
|
|
|
583
|
|
|
34
|
|
|
4
|
%
|
|
272
|
|
|
47
|
%
|
|||||
Gross margin
|
$
|
433
|
|
|
$
|
116
|
|
|
$
|
248
|
|
|
$
|
317
|
|
|
N/M
|
|
|
$
|
(132
|
)
|
|
(53
|
)%
|
Gross margin percentage
|
32.8
|
%
|
|
11.9
|
%
|
|
29.8
|
%
|
|
20.9
|
%
|
|
|
|
(17.9
|
)%
|
|
|
|||||||
Sales volume by product tons (000s)
|
4,898
|
|
|
4,357
|
|
|
3,597
|
|
|
541
|
|
|
12
|
%
|
|
760
|
|
|
21
|
%
|
|||||
Sales volume by nutrient tons (000s)
(1)
|
2,253
|
|
|
2,004
|
|
|
1,654
|
|
|
249
|
|
|
12
|
%
|
|
350
|
|
|
21
|
%
|
|||||
Average selling price per product ton
|
$
|
270
|
|
|
$
|
223
|
|
|
$
|
231
|
|
|
$
|
47
|
|
|
21
|
%
|
|
$
|
(8
|
)
|
|
(3
|
)%
|
Average selling price per nutrient ton
(1)
|
$
|
587
|
|
|
$
|
485
|
|
|
$
|
502
|
|
|
$
|
102
|
|
|
21
|
%
|
|
$
|
(17
|
)
|
|
(3
|
)%
|
Gross margin per product ton
|
$
|
88
|
|
|
$
|
27
|
|
|
$
|
69
|
|
|
$
|
61
|
|
|
N/M
|
|
|
$
|
(42
|
)
|
|
(61
|
)%
|
Gross margin per nutrient ton
(1)
|
$
|
192
|
|
|
$
|
58
|
|
|
$
|
150
|
|
|
$
|
134
|
|
|
N/M
|
|
|
$
|
(92
|
)
|
|
(61
|
)%
|
Depreciation and amortization
|
$
|
276
|
|
|
$
|
246
|
|
|
$
|
112
|
|
|
$
|
30
|
|
|
12
|
%
|
|
$
|
134
|
|
|
120
|
%
|
Unrealized net mark-to-market (gain) loss on natural gas derivatives
|
$
|
(4
|
)
|
|
$
|
16
|
|
|
$
|
(67
|
)
|
|
$
|
(20
|
)
|
|
N/M
|
|
|
$
|
83
|
|
|
N/M
|
|
(1)
|
Granular urea represents 46% nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.
|
|
Year ended December 31,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 v. 2017
|
|
2017 v. 2016
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
1,234
|
|
|
$
|
1,134
|
|
|
$
|
1,196
|
|
|
$
|
100
|
|
|
9
|
%
|
|
$
|
(62
|
)
|
|
(5
|
)%
|
Cost of sales
|
1,007
|
|
|
1,053
|
|
|
919
|
|
|
(46
|
)
|
|
(4
|
)%
|
|
134
|
|
|
15
|
%
|
|||||
Gross margin
|
$
|
227
|
|
|
$
|
81
|
|
|
$
|
277
|
|
|
$
|
146
|
|
|
180
|
%
|
|
$
|
(196
|
)
|
|
(71
|
)%
|
Gross margin percentage
|
18.4
|
%
|
|
7.1
|
%
|
|
23.2
|
%
|
|
11.3
|
%
|
|
|
|
(16.1
|
)%
|
|
|
|||||||
Sales volume by product tons (000s)
|
7,042
|
|
|
7,093
|
|
|
6,681
|
|
|
(51
|
)
|
|
(1
|
)%
|
|
412
|
|
|
6
|
%
|
|||||
Sales volume by nutrient tons (000s)
(1)
|
2,225
|
|
|
2,242
|
|
|
2,109
|
|
|
(17
|
)
|
|
(1
|
)%
|
|
133
|
|
|
6
|
%
|
|||||
Average selling price per product ton
|
$
|
175
|
|
|
$
|
160
|
|
|
$
|
179
|
|
|
$
|
15
|
|
|
9
|
%
|
|
$
|
(19
|
)
|
|
(11
|
)%
|
Average selling price per nutrient ton
(1)
|
$
|
555
|
|
|
$
|
506
|
|
|
$
|
567
|
|
|
$
|
49
|
|
|
10
|
%
|
|
$
|
(61
|
)
|
|
(11
|
)%
|
Gross margin per product ton
|
$
|
32
|
|
|
$
|
11
|
|
|
$
|
41
|
|
|
$
|
21
|
|
|
191
|
%
|
|
$
|
(30
|
)
|
|
(73
|
)%
|
Gross margin per nutrient ton
(1)
|
$
|
102
|
|
|
$
|
36
|
|
|
$
|
131
|
|
|
$
|
66
|
|
|
183
|
%
|
|
$
|
(95
|
)
|
|
(73
|
)%
|
Depreciation and amortization
|
$
|
270
|
|
|
$
|
265
|
|
|
$
|
247
|
|
|
$
|
5
|
|
|
2
|
%
|
|
$
|
18
|
|
|
7
|
%
|
Unrealized net mark-to-market (gain) loss on natural gas derivatives
|
$
|
(4
|
)
|
|
$
|
19
|
|
|
$
|
(81
|
)
|
|
$
|
(23
|
)
|
|
N/M
|
|
|
$
|
100
|
|
|
N/M
|
|
(1)
|
UAN represents between 28% and 32% of nitrogen content, depending on the concentration specified by the customer. Nutrient tons represent the tons of nitrogen within the product tons.
|
|
Year ended December 31,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 v. 2017
|
|
2017 v. 2016
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
460
|
|
|
$
|
497
|
|
|
$
|
411
|
|
|
$
|
(37
|
)
|
|
(7
|
)%
|
|
$
|
86
|
|
|
21
|
%
|
Cost of sales
|
414
|
|
|
446
|
|
|
409
|
|
|
(32
|
)
|
|
(7
|
)%
|
|
37
|
|
|
9
|
%
|
|||||
Gross margin
|
$
|
46
|
|
|
$
|
51
|
|
|
$
|
2
|
|
|
$
|
(5
|
)
|
|
(10
|
)%
|
|
$
|
49
|
|
|
N/M
|
|
Gross margin percentage
|
10.0
|
%
|
|
10.3
|
%
|
|
0.5
|
%
|
|
(0.3
|
)%
|
|
|
|
9.8
|
%
|
|
|
|||||||
Sales volume by product tons (000s)
|
2,002
|
|
|
2,353
|
|
|
2,151
|
|
|
(351
|
)
|
|
(15
|
)%
|
|
202
|
|
|
9
|
%
|
|||||
Sales volume by nutrient tons (000s)
(1)
|
676
|
|
|
793
|
|
|
726
|
|
|
(117
|
)
|
|
(15
|
)%
|
|
67
|
|
|
9
|
%
|
|||||
Average selling price per product ton
|
$
|
230
|
|
|
$
|
211
|
|
|
$
|
191
|
|
|
$
|
19
|
|
|
9
|
%
|
|
$
|
20
|
|
|
10
|
%
|
Average selling price per nutrient ton
(1)
|
$
|
680
|
|
|
$
|
627
|
|
|
$
|
566
|
|
|
$
|
53
|
|
|
8
|
%
|
|
$
|
61
|
|
|
11
|
%
|
Gross margin per product ton
|
$
|
23
|
|
|
$
|
22
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
5
|
%
|
|
$
|
21
|
|
|
N/M
|
|
Gross margin per nutrient ton
(1)
|
$
|
68
|
|
|
$
|
64
|
|
|
$
|
3
|
|
|
$
|
4
|
|
|
6
|
%
|
|
$
|
61
|
|
|
N/M
|
|
Depreciation and amortization
|
$
|
85
|
|
|
$
|
85
|
|
|
$
|
93
|
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
(8
|
)
|
|
(9
|
)%
|
Unrealized net mark-to-market loss (gain) on natural gas derivatives
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
(10
|
)
|
|
$
|
(2
|
)
|
|
(100
|
)%
|
|
$
|
12
|
|
|
N/M
|
|
(1)
|
Nutrient tons represent the tons of nitrogen within the product tons.
|
•
|
Diesel exhaust fluid (DEF) is an aqueous urea solution typically made with 32.5% high-purity urea and 67.5% deionized water.
|
•
|
Urea liquor is a liquid product that we sell in concentrations of 40%, 50% and 70% urea as a chemical intermediate.
|
•
|
Nitric acid is a nitrogen-based product with a nitrogen content of 22.2%.
|
•
|
Compound fertilizer products (NPKs) are solid granular fertilizer products for which the nutrient content is a combination of nitrogen, phosphorus and potassium.
|
|
Year ended December 31,
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 v. 2017
|
|
2017 v. 2016
|
||||||||||||||||
|
(in millions, except as noted)
|
||||||||||||||||||||||||
Net sales
|
$
|
385
|
|
|
$
|
319
|
|
|
$
|
266
|
|
|
$
|
66
|
|
|
21
|
%
|
|
$
|
53
|
|
|
20
|
%
|
Cost of sales
|
335
|
|
|
272
|
|
|
217
|
|
|
63
|
|
|
23
|
%
|
|
55
|
|
|
25
|
%
|
|||||
Gross margin
|
$
|
50
|
|
|
$
|
47
|
|
|
$
|
49
|
|
|
$
|
3
|
|
|
6
|
%
|
|
$
|
(2
|
)
|
|
(4
|
)%
|
Gross margin percentage
|
13.0
|
%
|
|
14.7
|
%
|
|
18.4
|
%
|
|
(1.7
|
)%
|
|
|
|
(3.7
|
)%
|
|
|
|||||||
Sales volume by product tons (000s)
|
2,252
|
|
|
2,044
|
|
|
1,654
|
|
|
208
|
|
|
10
|
%
|
|
390
|
|
|
24
|
%
|
|||||
Sales volume by nutrient tons (000s)
(1)
|
439
|
|
|
397
|
|
|
317
|
|
|
42
|
|
|
11
|
%
|
|
80
|
|
|
25
|
%
|
|||||
Average selling price per product ton
|
$
|
171
|
|
|
$
|
156
|
|
|
$
|
161
|
|
|
$
|
15
|
|
|
10
|
%
|
|
$
|
(5
|
)
|
|
(3
|
)%
|
Average selling price per nutrient ton
(1)
|
$
|
877
|
|
|
$
|
804
|
|
|
$
|
839
|
|
|
$
|
73
|
|
|
9
|
%
|
|
$
|
(35
|
)
|
|
(4
|
)%
|
Gross margin per product ton
|
$
|
22
|
|
|
$
|
23
|
|
|
$
|
30
|
|
|
$
|
(1
|
)
|
|
(4
|
)%
|
|
$
|
(7
|
)
|
|
(23
|
)%
|
Gross margin per nutrient ton
(1)
|
$
|
114
|
|
|
$
|
118
|
|
|
$
|
155
|
|
|
$
|
(4
|
)
|
|
(3
|
)%
|
|
$
|
(37
|
)
|
|
(24
|
)%
|
Depreciation and amortization
|
$
|
67
|
|
|
$
|
57
|
|
|
$
|
46
|
|
|
$
|
10
|
|
|
18
|
%
|
|
$
|
11
|
|
|
24
|
%
|
Unrealized net mark-to-market (gain) loss on natural gas derivatives
|
$
|
(1
|
)
|
|
$
|
4
|
|
|
$
|
(17
|
)
|
|
$
|
(5
|
)
|
|
N/M
|
|
|
$
|
21
|
|
|
N/M
|
|
(1)
|
Nutrient tons represent the tons of nitrogen within the product tons.
|
|
Shares
|
|
Amounts
|
|||
|
(in millions)
|
|||||
Third quarter
|
1.8
|
|
|
$
|
91
|
|
Fourth quarter
|
9.1
|
|
|
409
|
|
|
Total shares repurchased in 2018
|
10.9
|
|
|
$
|
500
|
|
(i)
|
restrict the ratio of total secured debt to EBITDA (as defined in the Revolving Credit Agreement) for the period of four consecutive fiscal quarters most recently ended to a maximum of 3.75:1.00,
|
(ii)
|
require the ratio of EBITDA for the period of four consecutive fiscal quarters most recently ended to consolidated interest expense (as defined in the Revolving Credit Agreement) for the period of four consecutive fiscal quarters most recently ended to be a minimum of 1.20:1.00 for the fiscal quarters ending on or prior to December 31, 2018, and 1.50:1.00 thereafter, and
|
(iii)
|
require the ratio of total debt to total capitalization as of the last day of any fiscal quarter to be less than or equal to 0.60:1.00.
|
|
Effective Interest Rate
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
|
Principal Outstanding
|
|
Carrying Amount
(1)
|
|
Principal Outstanding
|
|
Carrying Amount
(1)
|
|||||||||
|
|
|
(in millions)
|
||||||||||||||
Public Senior Notes:
|
|
|
|
|
|
|
|
|
|
||||||||
7.125% due May 2020
|
7.529%
|
|
500
|
|
|
497
|
|
|
500
|
|
|
496
|
|
||||
3.450% due June 2023
|
3.562%
|
|
750
|
|
|
747
|
|
|
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
|
|
|
495
|
|
|
500
|
|
|
493
|
|
||||
4.500% due December 2026
|
4.759%
|
|
750
|
|
|
737
|
|
|
750
|
|
|
736
|
|
||||
Total long-term debt
|
|
|
$
|
4,750
|
|
|
$
|
4,698
|
|
|
$
|
4,750
|
|
|
$
|
4,692
|
|
(1)
|
Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was
$11 million
and
$12 million
as of
December 31, 2018
and
2017
, respectively, and total deferred debt issuance costs were
$41 million
and
$46 million
as of
December 31, 2018
and
2017
, respectively.
|
Approved and paid
|
|
Distribution Period
|
|
Distribution Amount
(in millions)
|
||
First quarter of 2019
|
|
Six months ended December 31, 2018
|
|
$
|
86
|
|
Third quarter of 2018
|
|
Six months ended June 30, 2018
|
|
79
|
|
|
First quarter of 2018
|
|
Six months ended December 31, 2017
|
|
49
|
|
|
Third quarter of 2017
|
|
Six months ended June 30, 2017
|
|
59
|
|
|
First quarter of 2017
|
|
Six months ended December 31, 2016
|
|
48
|
|
|
Third quarter of 2016
|
|
February 1, 2016 to June 30, 2016
|
|
79
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
After 2023
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Long-term debt
(1)
|
$
|
—
|
|
|
$
|
500
|
|
|
$
|
500
|
|
|
$
|
—
|
|
|
$
|
750
|
|
|
$
|
3,000
|
|
|
$
|
4,750
|
|
Interest payments on long-term debt
(1)
|
230
|
|
|
211
|
|
|
191
|
|
|
176
|
|
|
163
|
|
|
2,054
|
|
|
3,025
|
|
|||||||
Other Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating leases
|
93
|
|
|
80
|
|
|
59
|
|
|
41
|
|
|
28
|
|
|
62
|
|
|
363
|
|
|||||||
Equipment purchases and plant improvements
|
114
|
|
|
11
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|||||||
Transportation
(2)
|
12
|
|
|
6
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|||||||
Purchase obligations
(3)(4)
|
789
|
|
|
64
|
|
|
48
|
|
|
36
|
|
|
34
|
|
|
62
|
|
|
1,033
|
|
|||||||
Contributions to pension plans
(5)
|
62
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|||||||
Total
(6)(7)(8)
|
$
|
1,300
|
|
|
$
|
872
|
|
|
$
|
802
|
|
|
$
|
253
|
|
|
$
|
975
|
|
|
$
|
5,178
|
|
|
$
|
9,380
|
|
(1)
|
Based on debt balances before discounts, offering expenses and interest rates as of
December 31, 2018
.
|
(2)
|
Includes anticipated expenditures under certain contracts to transport finished product to and from our facilities. The majority of these arrangements allow for reductions in usage based on our actual operating rates. Amounts set forth in this table are based on projected normal operating rates and contracted or current spot prices, where applicable, as of
December 31, 2018
and actual operating rates and prices may differ.
|
(3)
|
Includes minimum commitments to purchase and transport natural gas based on prevailing market-based forward prices as of
December 31, 2018
excluding reductions for plant maintenance and turnaround activities. Purchase obligations do not include any amounts related to our natural gas derivatives. See Note
15—Derivative Financial Instruments
for additional information.
|
(4)
|
Includes a commitment to purchase ammonia from PLNL at market-based prices under an agreement that expires in September 2019. The purchase commitment is $58 million based on market prices as of
December 31, 2018
. This agreement includes automatic consecutive one-year renewals, unless otherwise terminated by either party in advance. Assuming the agreement is not terminated by either party and based on market prices as of
December 31, 2018
, the annual commitment would be $77 million.
|
(5)
|
Represents the contributions we expect to make to our pension plans during
2019
. Our pension funding policy is to contribute amounts sufficient to meet minimum legal funding requirements plus discretionary amounts that we may deem to be appropriate.
|
(6)
|
Excludes
$155 million
of unrecognized tax benefits, due to the uncertainty in the timing of potential tax payments, and the transition tax liability of $72 million resulting from the enactment of the Tax Act. See Note
10—Income Taxes
for additional information.
|
(7)
|
Excludes $9 million of environmental remediation liabilities due to the uncertainty in the timing of payments.
|
(8)
|
Excludes $5 million annual payments to CHS related to our embedded derivative due to uncertainty of future credit ratings, as this is only applicable until the earlier of the date that our credit rating is upgraded to or above certain levels by two of three specified credit rating agencies or February 1, 2026. See Note
9—Fair Value Measurements
or Note
17—Noncontrolling Interests
for additional information.
|
|
North America Plans
|
||||||||||||||
|
Increase/(Decrease) in
|
|
Increase/(Decrease) in
|
||||||||||||
|
December 31, 2018 PBO
|
|
2018 Pension Expense
|
||||||||||||
Assumption
|
+50 bps
|
|
-50 bps
|
|
+50 bps
|
|
-50 bps
|
||||||||
|
(in millions)
|
||||||||||||||
Discount Rate
|
$
|
(40
|
)
|
|
$
|
44
|
|
|
$
|
(2
|
)
|
|
$
|
3
|
|
EROA
|
N/A
|
|
|
N/A
|
|
|
(3
|
)
|
|
3
|
|
|
United Kingdom Plans
|
||||||||||||||
|
Increase/(Decrease) in
|
|
Increase/(Decrease) in
|
||||||||||||
|
December 31, 2018 PBO
|
|
2018 Pension Expense
|
||||||||||||
Assumption
|
+50 bps
|
|
-50 bps
|
|
+50 bps
|
|
-50 bps
|
||||||||
|
(in millions)
|
||||||||||||||
Discount Rate
|
$
|
(39
|
)
|
|
$
|
44
|
|
|
$
|
1
|
|
|
$
|
—
|
|
EROA
|
N/A
|
|
|
N/A
|
|
|
(2
|
)
|
|
2
|
|
||||
RPI
|
24
|
|
|
(24
|
)
|
|
1
|
|
|
(1
|
)
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
Net sales
|
$
|
4,429
|
|
|
$
|
4,130
|
|
|
$
|
3,685
|
|
Cost of sales
|
3,512
|
|
|
3,696
|
|
|
2,842
|
|
|||
Gross margin
|
917
|
|
|
434
|
|
|
843
|
|
|||
Selling, general and administrative expenses
|
214
|
|
|
191
|
|
|
173
|
|
|||
Transaction costs
|
—
|
|
|
—
|
|
|
179
|
|
|||
Other operating—net
|
(27
|
)
|
|
18
|
|
|
208
|
|
|||
Total other operating costs and expenses
|
187
|
|
|
209
|
|
|
560
|
|
|||
Equity in earnings (loss) of operating affiliates
|
36
|
|
|
9
|
|
|
(145
|
)
|
|||
Operating earnings
|
766
|
|
|
234
|
|
|
138
|
|
|||
Interest expense
|
241
|
|
|
315
|
|
|
200
|
|
|||
Interest income
|
(13
|
)
|
|
(12
|
)
|
|
(5
|
)
|
|||
Loss on debt extinguishment
|
—
|
|
|
53
|
|
|
167
|
|
|||
Other non-operating—net
|
(9
|
)
|
|
3
|
|
|
2
|
|
|||
Earnings (loss) before income taxes
|
547
|
|
|
(125
|
)
|
|
(226
|
)
|
|||
Income tax provision (benefit)
|
119
|
|
|
(575
|
)
|
|
(68
|
)
|
|||
Net earnings (loss)
|
428
|
|
|
450
|
|
|
(158
|
)
|
|||
Less: Net earnings attributable to noncontrolling interests
|
138
|
|
|
92
|
|
|
119
|
|
|||
Net earnings (loss) attributable to common stockholders
|
$
|
290
|
|
|
$
|
358
|
|
|
$
|
(277
|
)
|
Net earnings (loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
1.25
|
|
|
$
|
1.53
|
|
|
$
|
(1.19
|
)
|
Diluted
|
$
|
1.24
|
|
|
$
|
1.53
|
|
|
$
|
(1.19
|
)
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|||
Basic
|
232.6
|
|
|
233.5
|
|
|
233.1
|
|
|||
Diluted
|
233.8
|
|
|
233.9
|
|
|
233.1
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Net earnings (loss)
|
$
|
428
|
|
|
$
|
450
|
|
|
$
|
(158
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment—net of taxes
|
(105
|
)
|
|
127
|
|
|
(74
|
)
|
|||
Derivatives—net of taxes
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Defined benefit plans—net of taxes
|
8
|
|
|
9
|
|
|
(74
|
)
|
|||
|
(97
|
)
|
|
135
|
|
|
(148
|
)
|
|||
Comprehensive income (loss)
|
331
|
|
|
585
|
|
|
(306
|
)
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
138
|
|
|
92
|
|
|
119
|
|
|||
Comprehensive income (loss) attributable to common stockholders
|
$
|
193
|
|
|
$
|
493
|
|
|
$
|
(425
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions, except share and
per share amounts)
|
||||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
682
|
|
|
$
|
835
|
|
Accounts receivable—net
|
235
|
|
|
307
|
|
||
Inventories
|
309
|
|
|
275
|
|
||
Prepaid income taxes
|
28
|
|
|
33
|
|
||
Other current assets
|
20
|
|
|
15
|
|
||
Total current assets
|
1,274
|
|
|
1,465
|
|
||
Property, plant and equipment—net
|
8,623
|
|
|
9,175
|
|
||
Investment in affiliate
|
93
|
|
|
108
|
|
||
Goodwill
|
2,353
|
|
|
2,371
|
|
||
Other assets
|
318
|
|
|
344
|
|
||
Total assets
|
$
|
12,661
|
|
|
$
|
13,463
|
|
Liabilities and Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable and accrued expenses
|
$
|
545
|
|
|
$
|
472
|
|
Income taxes payable
|
5
|
|
|
2
|
|
||
Customer advances
|
149
|
|
|
89
|
|
||
Other current liabilities
|
6
|
|
|
17
|
|
||
Total current liabilities
|
705
|
|
|
580
|
|
||
Long-term debt
|
4,698
|
|
|
4,692
|
|
||
Deferred income taxes
|
1,117
|
|
|
1,047
|
|
||
Other liabilities
|
410
|
|
|
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—233,800,903 shares issued and 2017—233,287,799 shares issued
|
2
|
|
|
2
|
|
||
Paid-in capital
|
1,368
|
|
|
1,397
|
|
||
Retained earnings
|
2,463
|
|
|
2,443
|
|
||
Treasury stock—at cost, 2018—10,982,408 shares and 2017—710 shares
|
(504
|
)
|
|
—
|
|
||
Accumulated other comprehensive loss
|
(371
|
)
|
|
(263
|
)
|
||
Total stockholders’ equity
|
2,958
|
|
|
3,579
|
|
||
Noncontrolling interests
|
2,773
|
|
|
3,105
|
|
||
Total equity
|
5,731
|
|
|
6,684
|
|
||
Total liabilities and equity
|
$
|
12,661
|
|
|
$
|
13,463
|
|
|
Common Stockholders
|
|
|
|
|
||||||||||||||||||||||||||
|
$0.01 Par
Value Common Stock |
|
Treasury
Stock |
|
Paid-In
Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Loss |
|
Total
Stockholders ’ Equity |
|
Noncontrolling
Interests |
|
Total
Equity |
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Balance as of December 31, 2015
|
$
|
2
|
|
|
$
|
(153
|
)
|
|
$
|
1,378
|
|
|
$
|
3,058
|
|
|
$
|
(250
|
)
|
|
$
|
4,035
|
|
|
$
|
352
|
|
|
$
|
4,387
|
|
Net (loss) earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
(277
|
)
|
|
—
|
|
|
(277
|
)
|
|
119
|
|
|
(158
|
)
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(148
|
)
|
|
(148
|
)
|
|
—
|
|
|
(148
|
)
|
||||||||
Retirement of treasury stock
|
—
|
|
|
150
|
|
|
(14
|
)
|
|
(136
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Acquisition of treasury stock under employee stock plans
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||||
Issuance of $0.01 par value common stock under employee stock plans
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
||||||||
Cash dividends ($1.20 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(280
|
)
|
|
—
|
|
|
(280
|
)
|
|
—
|
|
|
(280
|
)
|
||||||||
Issuance of noncontrolling interest in CF Industries Nitrogen, LLC (CFN)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,792
|
|
|
2,792
|
|
||||||||
Distributions declared to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(119
|
)
|
|
(119
|
)
|
||||||||
Balance as of December 31, 2016
|
$
|
2
|
|
|
$
|
(1
|
)
|
|
$
|
1,380
|
|
|
$
|
2,365
|
|
|
$
|
(398
|
)
|
|
$
|
3,348
|
|
|
$
|
3,144
|
|
|
$
|
6,492
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
358
|
|
|
—
|
|
|
358
|
|
|
92
|
|
|
450
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
135
|
|
|
135
|
|
|
—
|
|
|
135
|
|
||||||||
Issuance of $0.01 par value common stock under employee stock plans
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
||||||||
Cash dividends ($1.20 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(280
|
)
|
|
—
|
|
|
(280
|
)
|
|
—
|
|
|
(280
|
)
|
||||||||
Distributions declared to noncontrolling interests.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(131
|
)
|
|
(131
|
)
|
||||||||
Balance as of December 31,
2017
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
1,397
|
|
|
$
|
2,443
|
|
|
$
|
(263
|
)
|
|
$
|
3,579
|
|
|
$
|
3,105
|
|
|
$
|
6,684
|
|
Adoption of ASU No. 2016-01
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Adoption of ASU No. 2014-09
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||||
Adoption of ASU No. 2018-02
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
290
|
|
|
—
|
|
|
290
|
|
|
138
|
|
|
428
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|
(97
|
)
|
|
—
|
|
|
(97
|
)
|
||||||||
Purchases of treasury stock
|
—
|
|
|
(500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(500
|
)
|
|
—
|
|
|
(500
|
)
|
||||||||
Issuance of $0.01 par value common stock under employee stock plans
|
—
|
|
|
(4
|
)
|
|
12
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
||||||||
Cash dividends ($1.20 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(280
|
)
|
|
—
|
|
|
(280
|
)
|
|
—
|
|
|
(280
|
)
|
||||||||
Acquisition of noncontrolling interests in TNCLP
|
—
|
|
|
—
|
|
|
(62
|
)
|
|
—
|
|
|
—
|
|
|
(62
|
)
|
|
(331
|
)
|
|
(393
|
)
|
||||||||
Distributions declared to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(139
|
)
|
|
(139
|
)
|
||||||||
Balance as of December 31,
2018
|
$
|
2
|
|
|
$
|
(504
|
)
|
|
$
|
1,368
|
|
|
$
|
2,463
|
|
|
$
|
(371
|
)
|
|
$
|
2,958
|
|
|
$
|
2,773
|
|
|
$
|
5,731
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Net earnings (loss)
|
$
|
428
|
|
|
$
|
450
|
|
|
$
|
(158
|
)
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
888
|
|
|
883
|
|
|
678
|
|
|||
Deferred income taxes
|
78
|
|
|
(601
|
)
|
|
739
|
|
|||
Stock-based compensation expense
|
22
|
|
|
17
|
|
|
19
|
|
|||
Unrealized net (gain) loss on natural gas derivatives
|
(13
|
)
|
|
61
|
|
|
(260
|
)
|
|||
Loss on embedded derivative
|
1
|
|
|
4
|
|
|
23
|
|
|||
Impairment of equity method investment in PLNL
|
—
|
|
|
—
|
|
|
134
|
|
|||
Gain on sale of equity method investment
|
—
|
|
|
(14
|
)
|
|
—
|
|
|||
Loss on debt extinguishment
|
—
|
|
|
53
|
|
|
167
|
|
|||
Loss on disposal of property, plant and equipment
|
6
|
|
|
3
|
|
|
10
|
|
|||
Undistributed (earnings) losses of affiliates—net of taxes
|
(3
|
)
|
|
3
|
|
|
9
|
|
|||
Changes in:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable—net
|
68
|
|
|
(57
|
)
|
|
18
|
|
|||
Inventories
|
(52
|
)
|
|
40
|
|
|
(7
|
)
|
|||
Accrued and prepaid income taxes
|
8
|
|
|
809
|
|
|
(676
|
)
|
|||
Accounts payable and accrued expenses
|
44
|
|
|
(1
|
)
|
|
(18
|
)
|
|||
Customer advances
|
59
|
|
|
48
|
|
|
(120
|
)
|
|||
Other—net
|
(37
|
)
|
|
(67
|
)
|
|
59
|
|
|||
Net cash provided by operating activities
|
1,497
|
|
|
1,631
|
|
|
617
|
|
|||
Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Additions to property, plant and equipment
|
(422
|
)
|
|
(473
|
)
|
|
(2,211
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
26
|
|
|
20
|
|
|
14
|
|
|||
Proceeds from sale of equity method investment
|
—
|
|
|
16
|
|
|
—
|
|
|||
Proceeds from sale of auction rate securities
|
—
|
|
|
9
|
|
|
—
|
|
|||
Distributions received from unconsolidated affiliates
|
10
|
|
|
14
|
|
|
—
|
|
|||
Insurance proceeds
|
10
|
|
|
—
|
|
|
—
|
|
|||
Other—net
|
1
|
|
|
1
|
|
|
2
|
|
|||
Net cash used in investing activities
|
(375
|
)
|
|
(413
|
)
|
|
(2,195
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from long-term borrowings
|
—
|
|
|
—
|
|
|
1,244
|
|
|||
Payments of long-term borrowings
|
—
|
|
|
(1,148
|
)
|
|
(1,170
|
)
|
|||
Proceeds from short-term borrowings
|
—
|
|
|
—
|
|
|
150
|
|
|||
Payments of short-term borrowings
|
—
|
|
|
—
|
|
|
(150
|
)
|
|||
Payment to CHS related to credit provision
|
(5
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|||
Financing fees
|
1
|
|
|
(1
|
)
|
|
(31
|
)
|
|||
Purchases of treasury stock
|
(467
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid on common stock
|
(280
|
)
|
|
(280
|
)
|
|
(280
|
)
|
|||
Issuance of noncontrolling interest in CFN
|
—
|
|
|
—
|
|
|
2,800
|
|
|||
Acquisition of noncontrolling interests in TNCLP
|
(388
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to noncontrolling interests
|
(139
|
)
|
|
(131
|
)
|
|
(119
|
)
|
|||
Issuances of common stock under employee stock plans
|
12
|
|
|
1
|
|
|
—
|
|
|||
Shares withheld for taxes
|
(4
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(1,270
|
)
|
|
(1,564
|
)
|
|
2,439
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(5
|
)
|
|
12
|
|
|
(1
|
)
|
|||
(Decrease) increase in cash, cash equivalents and restricted cash
|
(153
|
)
|
|
(334
|
)
|
|
860
|
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
835
|
|
|
1,169
|
|
|
309
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
682
|
|
|
$
|
835
|
|
|
$
|
1,169
|
|
•
|
five
U.S. nitrogen fertilizer manufacturing facilities located in: Donaldsonville, Louisiana; Port Neal, Iowa; Yazoo City, Mississippi; Verdigris, Oklahoma; and Woodward, Oklahoma. These facilities are owned directly or indirectly by CF Industries Nitrogen, LLC (CFN), of which we own approximately
89%
and CHS Inc. (CHS), owns the remainder. See Note
17—Noncontrolling Interests
for additional information on our strategic venture with CHS;
|
•
|
two
Canadian nitrogen fertilizer manufacturing facilities, located in Medicine Hat, Alberta and Courtright, Ontario;
|
•
|
two
United Kingdom nitrogen manufacturing facilities, located in Billingham and Ince;
|
•
|
an extensive system of terminals and associated transportation equipment located primarily in the Midwestern United States; and
|
•
|
a
50%
interest in Point Lisas Nitrogen Limited (PLNL), an ammonia production joint venture located in the Republic of Trinidad and Tobago that we account for under the equity method.
|
|
Years
|
Mobile and office equipment
|
3 to 10
|
Production facilities and related assets
|
2 to 30
|
Land improvements
|
10 to 30
|
Buildings
|
10 to 40
|
|
Year ended December 31,
|
||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||
|
As Reported
|
|
Adjustment
|
|
As Adjusted
|
|
As Reported
|
|
Adjustment
|
|
As Adjusted
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Cost of sales
|
$
|
3,700
|
|
|
$
|
(4
|
)
|
|
$
|
3,696
|
|
|
$
|
2,845
|
|
|
$
|
(3
|
)
|
|
$
|
2,842
|
|
Gross margin
|
430
|
|
|
4
|
|
|
434
|
|
|
840
|
|
|
3
|
|
|
843
|
|
||||||
Selling, general and administrative expenses
|
192
|
|
|
(1
|
)
|
|
191
|
|
|
174
|
|
|
(1
|
)
|
|
173
|
|
||||||
Operating earnings
|
229
|
|
|
5
|
|
|
234
|
|
|
134
|
|
|
4
|
|
|
138
|
|
||||||
Other non-operating (income) expense—net
|
(2
|
)
|
|
5
|
|
|
3
|
|
|
(2
|
)
|
|
4
|
|
|
2
|
|
|
Ammonia
|
|
Granular
Urea |
|
UAN
|
|
AN
|
|
Other
|
|
Total
|
|||||||||||||
|
(in millions)
|
|||||||||||||||||||||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
883
|
|
|
$
|
1,243
|
|
|
$
|
1,047
|
|
|
$
|
186
|
|
|
$
|
261
|
|
|
$
|
3,620
|
|
|
Europe and other
|
145
|
|
|
79
|
|
|
187
|
|
|
274
|
|
|
124
|
|
|
809
|
|
|||||||
Total revenue
|
$
|
1,028
|
|
—
|
|
$
|
1,322
|
|
|
$
|
1,234
|
|
|
$
|
460
|
|
|
$
|
385
|
|
|
$
|
4,429
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
Net earnings (loss) attributable to common stockholders
|
$
|
290
|
|
|
$
|
358
|
|
|
$
|
(277
|
)
|
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|||
Weighted-average common shares outstanding
|
232.6
|
|
|
233.5
|
|
|
233.1
|
|
|||
Net earnings (loss) attributable to common stockholders
|
$
|
1.25
|
|
|
$
|
1.53
|
|
|
$
|
(1.19
|
)
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|||
Weighted-average common shares outstanding
|
232.6
|
|
|
233.5
|
|
|
233.1
|
|
|||
Dilutive common shares—stock options
|
1.2
|
|
|
0.4
|
|
|
—
|
|
|||
Diluted weighted-average shares outstanding
|
233.8
|
|
|
233.9
|
|
|
233.1
|
|
|||
Net earnings (loss) attributable to common stockholders
|
$
|
1.24
|
|
|
$
|
1.53
|
|
|
$
|
(1.19
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Land
|
$
|
69
|
|
|
$
|
71
|
|
Machinery and equipment
|
12,127
|
|
|
12,070
|
|
||
Buildings and improvements
|
886
|
|
|
882
|
|
||
Construction in progress
|
225
|
|
|
223
|
|
||
Property, plant and equipment
(1)
|
13,307
|
|
|
13,246
|
|
||
Less: Accumulated depreciation and amortization
|
4,684
|
|
|
4,071
|
|
||
Property, plant and equipment—net
|
$
|
8,623
|
|
|
$
|
9,175
|
|
(1)
|
As of
December 31,
2018
and
2017
, we had property, plant and equipment that was accrued but unpaid of approximately
$48 million
and
$46 million
, respectively.
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Net capitalized turnaround costs at beginning of the year
|
$
|
208
|
|
|
$
|
206
|
|
|
$
|
220
|
|
Additions
|
156
|
|
|
100
|
|
|
74
|
|
|||
Depreciation
|
(111
|
)
|
|
(102
|
)
|
|
(89
|
)
|
|||
Effect of exchange rate changes
|
(1
|
)
|
|
4
|
|
|
1
|
|
|||
Net capitalized turnaround costs at end of the year
|
$
|
252
|
|
|
$
|
208
|
|
|
$
|
206
|
|
|
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
|
)
|
|
—
|
|
|
(14
|
)
|
|
(2
|
)
|
|
(18
|
)
|
||||||
Balance as of December 31, 2018
|
$
|
586
|
|
|
$
|
828
|
|
|
$
|
576
|
|
|
$
|
292
|
|
|
$
|
71
|
|
|
$
|
2,353
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
127
|
|
|
$
|
(37
|
)
|
|
$
|
90
|
|
|
$
|
132
|
|
|
$
|
(31
|
)
|
|
$
|
101
|
|
TerraCair brand
|
10
|
|
|
(10
|
)
|
|
—
|
|
|
10
|
|
|
(10
|
)
|
|
—
|
|
||||||
Trade names
|
30
|
|
|
(5
|
)
|
|
25
|
|
|
32
|
|
|
(4
|
)
|
|
28
|
|
||||||
Total intangible assets
|
$
|
167
|
|
|
$
|
(52
|
)
|
|
$
|
115
|
|
|
$
|
174
|
|
|
$
|
(45
|
)
|
|
$
|
129
|
|
|
Estimated
Amortization Expense |
||
|
(in millions)
|
||
2019
|
$
|
8
|
|
2020
|
8
|
|
|
2021
|
8
|
|
|
2022
|
8
|
|
|
2023
|
8
|
|
|
December 31, 2018
|
||||||||||||||
|
Cost Basis
|
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair Value
|
||||||||
|
(in millions)
|
||||||||||||||
Cash
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
U.S. and Canadian government obligations
|
623
|
|
|
—
|
|
|
—
|
|
|
623
|
|
||||
Other debt securities
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
||||
Total cash and cash equivalents
|
$
|
682
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
682
|
|
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
|
|
|
December 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
|
$
|
648
|
|
|
$
|
648
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Nonqualified employee benefit trusts
|
19
|
|
|
19
|
|
|
—
|
|
|
—
|
|
||||
Derivative assets
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Embedded derivative liability
|
(21
|
)
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
December 31, 2017
|
||||||||||||||
|
Total Fair Value
|
|
Quoted Prices
in Active Markets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
|
(in millions)
|
||||||||||||||
Cash equivalents
|
$
|
715
|
|
|
$
|
715
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Nonqualified employee benefit trusts
|
19
|
|
|
19
|
|
|
—
|
|
|
—
|
|
||||
Derivative assets
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Derivative liabilities
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
||||
Embedded derivative liability
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
December 31,
|
||||||||||||||
|
2018
|
|
2017
|
||||||||||||
|
Carrying
Amount |
|
Fair Value
|
|
Carrying
Amount |
|
Fair Value
|
||||||||
|
(in millions)
|
||||||||||||||
Long-term debt
|
$
|
4,698
|
|
|
$
|
4,265
|
|
|
$
|
4,692
|
|
|
$
|
4,800
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Domestic
|
$
|
516
|
|
|
$
|
(186
|
)
|
|
$
|
(43
|
)
|
Non-U.S.
|
31
|
|
|
61
|
|
|
(183
|
)
|
|||
Earnings (loss) before income taxes
|
$
|
547
|
|
|
$
|
(125
|
)
|
|
$
|
(226
|
)
|
Current
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
5
|
|
|
$
|
(43
|
)
|
|
$
|
(795
|
)
|
Foreign
|
14
|
|
|
19
|
|
|
11
|
|
|||
State
|
6
|
|
|
(6
|
)
|
|
(23
|
)
|
|||
|
25
|
|
|
(30
|
)
|
|
(807
|
)
|
|||
Deferred
|
|
|
|
|
|
|
|
|
|||
Federal
|
85
|
|
|
(44
|
)
|
|
761
|
|
|||
Foreign
|
(10
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|||
State
|
3
|
|
|
(7
|
)
|
|
(21
|
)
|
|||
|
78
|
|
|
(54
|
)
|
|
739
|
|
|||
Income tax provision (benefit) before Tax Reform
|
103
|
|
|
(84
|
)
|
|
(68
|
)
|
|||
|
|
|
|
|
|
||||||
Tax Reform - Current
|
|
|
|
|
|
||||||
Federal
|
19
|
|
|
54
|
|
|
—
|
|
|||
Foreign
|
—
|
|
|
—
|
|
|
—
|
|
|||
State
|
(3
|
)
|
|
3
|
|
|
—
|
|
|||
|
16
|
|
|
57
|
|
|
—
|
|
|||
Tax Reform - Deferred
|
|
|
|
|
|
||||||
Federal
|
—
|
|
|
(548
|
)
|
|
—
|
|
|||
Foreign
|
—
|
|
|
—
|
|
|
—
|
|
|||
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
—
|
|
|
(548
|
)
|
|
—
|
|
|||
Income tax provision (benefit) - Tax Reform
|
16
|
|
|
(491
|
)
|
|
—
|
|
|||
Income tax provision (benefit)
|
$
|
119
|
|
|
$
|
(575
|
)
|
|
$
|
(68
|
)
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions, except percentages)
|
||||||||||
Earnings (loss) before income taxes
|
$
|
547
|
|
|
$
|
(125
|
)
|
|
$
|
(226
|
)
|
Expected tax provision (benefit) at U.S. statutory rate (21% in 2018, 35% in 2017 and 2016)
|
$
|
115
|
|
|
$
|
(44
|
)
|
|
$
|
(79
|
)
|
State income taxes, net of federal
|
3
|
|
|
(21
|
)
|
|
(33
|
)
|
|||
Net earnings attributable to noncontrolling interests
|
(29
|
)
|
|
(32
|
)
|
|
(42
|
)
|
|||
U.S. manufacturing profits deduction
|
—
|
|
|
6
|
|
|
39
|
|
|||
Foreign tax rate differential
|
—
|
|
|
(6
|
)
|
|
30
|
|
|||
U.S. tax on foreign earnings (including GILTI in 2018)
|
12
|
|
|
1
|
|
|
(10
|
)
|
|||
Valuation allowance
|
4
|
|
|
(3
|
)
|
|
50
|
|
|||
Non-deductible capital costs
|
—
|
|
|
—
|
|
|
(17
|
)
|
|||
Tax rate change
|
(2
|
)
|
|
17
|
|
|
—
|
|
|||
Other
|
—
|
|
|
(2
|
)
|
|
(6
|
)
|
|||
U.S. enacted tax rate change (Tax Reform)
|
—
|
|
|
(552
|
)
|
|
—
|
|
|||
Transition tax liability and other (Tax Reform)
|
16
|
|
|
61
|
|
|
—
|
|
|||
Income tax provision (benefit)
|
$
|
119
|
|
|
$
|
(575
|
)
|
|
$
|
(68
|
)
|
Effective tax rate
|
21.7
|
%
|
|
457.2
|
%
|
|
30.0
|
%
|
|||
|
|
|
|
|
|
||||||
Income tax provision (benefit) before Tax Reform
(1)
|
$
|
103
|
|
|
$
|
(84
|
)
|
|
$
|
(68
|
)
|
Effective tax rate before Tax Reform
|
18.7
|
%
|
|
67.0
|
%
|
|
30.0
|
%
|
(1)
|
Income tax provision (benefit) before Tax Reform reflects the income tax provision (benefit) less the Tax Reform impacts included in the table above consisting of U.S. enacted tax rate change (Tax Reform) and transition tax liability and other.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||
Net operating loss and capital loss carryforwards
|
$
|
271
|
|
|
$
|
359
|
|
Retirement and other employee benefits
|
57
|
|
|
67
|
|
||
Unrealized loss on hedging derivatives
|
3
|
|
|
6
|
|
||
Intangible asset
|
—
|
|
|
5
|
|
||
Other
|
151
|
|
|
115
|
|
||
|
482
|
|
|
552
|
|
||
Valuation allowance
|
(173
|
)
|
|
(156
|
)
|
||
|
309
|
|
|
396
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Depreciation and amortization
|
(262
|
)
|
|
(256
|
)
|
||
Investments in partnerships
|
(1,121
|
)
|
|
(1,151
|
)
|
||
Foreign earnings
|
(28
|
)
|
|
(28
|
)
|
||
Other
|
(15
|
)
|
|
(8
|
)
|
||
|
(1,426
|
)
|
|
(1,443
|
)
|
||
Net deferred tax liability
|
$
|
(1,117
|
)
|
|
$
|
(1,047
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Unrecognized tax benefits:
|
|
|
|
|
|
||
Beginning balance
|
$
|
122
|
|
|
$
|
134
|
|
Additions for tax positions taken during the current year
|
—
|
|
|
—
|
|
||
Additions for tax positions taken during prior years
|
4
|
|
|
—
|
|
||
Reductions related to lapsed statutes of limitations
|
—
|
|
|
(11
|
)
|
||
Reductions related to settlements with tax jurisdictions
|
—
|
|
|
(1
|
)
|
||
Ending balance
|
$
|
126
|
|
|
$
|
122
|
|
|
Pension Plans
|
|
Retiree Medical Plans
|
||||||||||||||||||||
|
North America
|
|
United Kingdom
|
|
North America
|
||||||||||||||||||
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets as of January 1
|
$
|
738
|
|
|
$
|
636
|
|
|
$
|
414
|
|
|
$
|
366
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Return on plan assets
|
(25
|
)
|
|
70
|
|
|
(11
|
)
|
|
16
|
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
13
|
|
|
63
|
|
|
26
|
|
|
19
|
|
|
4
|
|
|
5
|
|
||||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Benefit payments
|
(42
|
)
|
|
(40
|
)
|
|
(23
|
)
|
|
(22
|
)
|
|
(5
|
)
|
|
(6
|
)
|
||||||
Foreign currency translation
|
(11
|
)
|
|
9
|
|
|
(23
|
)
|
|
35
|
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets as of December 31
|
673
|
|
|
738
|
|
|
383
|
|
|
414
|
|
|
—
|
|
|
—
|
|
||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Benefit obligation as of January 1
|
(805
|
)
|
|
(759
|
)
|
|
(590
|
)
|
|
(559
|
)
|
|
(53
|
)
|
|
(52
|
)
|
||||||
Service cost
|
(15
|
)
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest cost
|
(28
|
)
|
|
(30
|
)
|
|
(14
|
)
|
|
(16
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||||
Benefit payments
|
42
|
|
|
40
|
|
|
23
|
|
|
22
|
|
|
5
|
|
|
6
|
|
||||||
Foreign currency translation
|
11
|
|
|
(9
|
)
|
|
31
|
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
||||||
Plan amendment
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Change in assumptions and other
|
53
|
|
|
(33
|
)
|
|
31
|
|
|
15
|
|
|
8
|
|
|
(4
|
)
|
||||||
Benefit obligation as of December 31
|
(742
|
)
|
|
(805
|
)
|
|
(524
|
)
|
|
(590
|
)
|
|
(43
|
)
|
|
(53
|
)
|
||||||
Funded status as of year end
|
$
|
(69
|
)
|
|
$
|
(67
|
)
|
|
$
|
(141
|
)
|
|
$
|
(176
|
)
|
|
$
|
(43
|
)
|
|
$
|
(53
|
)
|
|
Pension Plans
|
|
Retiree Medical Plans
|
||||||||||||||||||||
|
North America
|
|
United Kingdom
|
|
North America
|
||||||||||||||||||
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Other assets
|
$
|
9
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
||||||
Other liabilities
|
(78
|
)
|
|
(77
|
)
|
|
(141
|
)
|
|
(176
|
)
|
|
(39
|
)
|
|
(49
|
)
|
||||||
|
$
|
(69
|
)
|
|
$
|
(67
|
)
|
|
$
|
(141
|
)
|
|
$
|
(176
|
)
|
|
$
|
(43
|
)
|
|
$
|
(53
|
)
|
|
Pension Plans
|
|
Retiree Medical Plans
|
||||||||||||||||||||||||||||||||
|
North America
|
|
United Kingdom
|
|
North America
|
||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||||||
Service cost
|
$
|
15
|
|
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
28
|
|
|
30
|
|
|
31
|
|
|
14
|
|
|
16
|
|
|
19
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|||||||||
Expected return on plan assets
|
(31
|
)
|
|
(26
|
)
|
|
(30
|
)
|
|
(17
|
)
|
|
(18
|
)
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of prior service (benefit) cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||||||||
Amortization of actuarial loss (gain)
|
3
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||||||||
Net periodic benefit cost (income)
|
15
|
|
|
19
|
|
|
16
|
|
|
(3
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net actuarial loss (gain)
|
3
|
|
|
(11
|
)
|
|
4
|
|
|
(3
|
)
|
|
(13
|
)
|
|
94
|
|
|
(8
|
)
|
|
5
|
|
|
(2
|
)
|
|||||||||
Prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of prior service benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|||||||||
Amortization of actuarial (loss) gain
|
(3
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|||||||||
Total recognized in accumulated other comprehensive loss
|
—
|
|
|
(12
|
)
|
|
3
|
|
|
2
|
|
|
(14
|
)
|
|
94
|
|
|
(6
|
)
|
|
7
|
|
|
(1
|
)
|
|||||||||
Total recognized in net periodic benefit cost (income) and accumulated other comprehensive loss
|
$
|
15
|
|
|
$
|
7
|
|
|
$
|
19
|
|
|
$
|
(1
|
)
|
|
$
|
(15
|
)
|
|
$
|
93
|
|
|
$
|
(6
|
)
|
|
$
|
7
|
|
|
$
|
(1
|
)
|
|
North America
|
|
United Kingdom
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in millions)
|
||||||||||||||
Accumulated benefit obligation
|
$
|
(585
|
)
|
|
$
|
(629
|
)
|
|
$
|
(524
|
)
|
|
$
|
(590
|
)
|
Fair value of plan assets
|
537
|
|
|
590
|
|
|
383
|
|
|
414
|
|
|
North America
|
|
United Kingdom
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in millions)
|
||||||||||||||
Projected benefit obligation
|
$
|
(684
|
)
|
|
$
|
(739
|
)
|
|
$
|
(524
|
)
|
|
$
|
(590
|
)
|
Fair value of plan assets
|
606
|
|
|
663
|
|
|
383
|
|
|
414
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
Retiree Medical Plans
|
||||||||
|
North America
|
|
United Kingdom
|
|
North America
|
||||||
|
(in millions)
|
||||||||||
2019
|
$
|
44
|
|
|
$
|
22
|
|
|
$
|
4
|
|
2020
|
45
|
|
|
23
|
|
|
4
|
|
|||
2021
|
47
|
|
|
24
|
|
|
4
|
|
|||
2022
|
48
|
|
|
24
|
|
|
3
|
|
|||
2023
|
48
|
|
|
25
|
|
|
3
|
|
|||
2024-2028
|
251
|
|
|
136
|
|
|
13
|
|
|
Pension Plans
|
|
Retiree Medical Plans
|
|||||||||||||||||||||||
|
North America
|
|
United Kingdom
|
North America
|
||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|||||||||
Weighted-average discount rate—obligation
|
4.1
|
%
|
|
3.6
|
%
|
|
4.0
|
%
|
|
2.9
|
%
|
|
2.5
|
%
|
|
2.8
|
%
|
|
4.1
|
%
|
|
3.4
|
%
|
|
3.8
|
%
|
Weighted-average discount rate—expense
|
3.6
|
%
|
|
4.0
|
%
|
|
4.3
|
%
|
|
2.5
|
%
|
|
2.8
|
%
|
|
3.8
|
%
|
|
3.4
|
%
|
|
3.8
|
%
|
|
3.9
|
%
|
Weighted-average cash balance interest crediting rate—obligation
|
3.0
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Weighted-average cash balance interest crediting rate—expense
|
3.0
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Weighted-average rate of increase in future compensation
|
4.3
|
%
|
|
4.3
|
%
|
|
4.3
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Weighted-average expected long-term rate of return on assets—expense
|
4.5
|
%
|
|
4.2
|
%
|
|
4.9
|
%
|
|
4.2
|
%
|
|
4.6
|
%
|
|
5.2
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Weighted-average retail price index—obligation
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
3.3
|
%
|
|
3.2
|
%
|
|
3.3
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Weighted-average retail price index—expense
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
3.2
|
%
|
|
3.3
|
%
|
|
3.1
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
North America
|
||||||||||||||
|
December 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 and cash equivalents
(1)
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
—
|
|
Equity mutual funds
|
|
|
|
|
|
|
|
|
|
|
|
||||
Index equity
(2)
|
99
|
|
|
99
|
|
|
—
|
|
|
—
|
|
||||
Pooled equity
(3)
|
27
|
|
|
—
|
|
|
27
|
|
|
—
|
|
||||
Fixed income
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury bonds and notes
(4)
|
34
|
|
|
34
|
|
|
—
|
|
|
—
|
|
||||
Pooled mutual funds
(5)
|
109
|
|
|
—
|
|
|
109
|
|
|
—
|
|
||||
Corporate bonds and notes
(6)
|
376
|
|
|
—
|
|
|
376
|
|
|
—
|
|
||||
Government and agency securities
(7)
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
Other
(8)
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Total assets at fair value by fair value levels
|
$
|
674
|
|
|
$
|
133
|
|
|
$
|
541
|
|
|
$
|
—
|
|
Accruals and payables—net
|
(1
|
)
|
|
|
|
|
|
|
|||||||
Total assets
|
$
|
673
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom
|
||||||||||||||
|
December 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
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Pooled target return funds
(9)
|
194
|
|
|
—
|
|
|
194
|
|
|
—
|
|
||||
Fixed income
|
|
|
|
|
|
|
—
|
|
|||||||
Pooled UK government index-linked securities
(10)
|
29
|
|
|
—
|
|
|
29
|
|
|
—
|
|
||||
Pooled global fixed income funds
(11)
|
116
|
|
|
—
|
|
|
116
|
|
|
—
|
|
||||
Total assets at fair value by fair value levels
|
$
|
341
|
|
|
$
|
2
|
|
|
$
|
339
|
|
|
$
|
—
|
|
Pooled property funds measured at NAV as a practical expedient
(12)
|
42
|
|
|
|
|
|
|
|
|||||||
Total assets
|
$
|
383
|
|
|
|
|
|
|
|
|
North America
|
||||||||||||||
|
December 31, 2017
|
||||||||||||||
|
Total Fair
Value
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in millions)
|
||||||||||||||
Cash and cash equivalents
(1)
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
—
|
|
Equity mutual funds
|
|
|
|
|
|
|
|
|
|
|
|
||||
Index equity
(2)
|
136
|
|
|
136
|
|
|
—
|
|
|
—
|
|
||||
Pooled equity
(3)
|
42
|
|
|
—
|
|
|
42
|
|
|
—
|
|
||||
Fixed income
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury bonds and notes
(4)
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
||||
Pooled mutual funds
(5)
|
106
|
|
|
—
|
|
|
106
|
|
|
—
|
|
||||
Corporate bonds and notes
(6)
|
400
|
|
|
—
|
|
|
400
|
|
|
—
|
|
||||
Government and agency securities
(7)
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||
Other
(8)
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Total assets at fair value by fair value levels
|
$
|
737
|
|
|
$
|
151
|
|
|
$
|
586
|
|
|
$
|
—
|
|
Receivables—net
|
1
|
|
|
|
|
|
|
|
|
|
|
||||
Total assets
|
$
|
738
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom
|
||||||||||||||
|
December 31, 2017
|
||||||||||||||
|
Total Fair
Value |
|
Quoted
Prices in Active Markets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
|
(in millions)
|
||||||||||||||
Cash
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Pooled target return funds
(9)
|
213
|
|
|
—
|
|
|
213
|
|
|
—
|
|
||||
Fixed income
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pooled UK government index-linked securities
(10)
|
31
|
|
|
—
|
|
|
31
|
|
|
—
|
|
||||
Pooled global fixed income funds
(11)
|
122
|
|
|
—
|
|
|
122
|
|
|
—
|
|
||||
Total assets at fair value by fair value levels
|
$
|
371
|
|
|
$
|
5
|
|
|
$
|
366
|
|
|
$
|
—
|
|
Pooled property funds measured at NAV as a practical expedient
(12)
|
43
|
|
|
|
|
|
|
|
|||||||
Total assets
|
$
|
414
|
|
|
|
|
|
|
|
(1)
|
Cash and cash equivalents are primarily repurchase agreements and short-term money market funds
.
|
(2)
|
The index equity funds are mutual funds that utilize a passively managed investment approach designed to track specific equity indices. They are valued at quoted market prices in an active market, which represent the net asset values of the shares held by the plan.
|
(3)
|
The equity pooled mutual funds consist of pooled funds that invest in common stock and other equity securities that are traded on U.S., Canadian, and foreign markets.
|
(4)
|
U.S. Treasury bonds and notes are valued based on quoted market prices in an active market.
|
(5)
|
The fixed income pooled mutual funds invest in investment-grade corporate debt, various governmental debt obligations, and mortgage-backed securities with varying maturities.
|
(6)
|
Corporate bonds and notes, including private placement securities, are valued by institutional bond pricing services, which gather information from market sources and integrate credit information, observed market movements and sector news into their pricing applications and models.
|
(7)
|
Government and agency securities consist of municipal bonds that are valued by institutional bond pricing services, which gather information on current trading activity, market movements, trends, and specific data on specialty issues.
|
(8)
|
Other includes primarily mortgage-backed and asset-backed securities, which are valued by institutional pricing services, which gather information from market sources and integrate credit information, observed market movements and sector news into their pricing applications and models.
|
(9)
|
Pooled target return funds invest in a broad array of asset classes and a range of diversifiers including the use of derivatives. The funds are valued at net asset value (NAV) as determined by the fund managers based on the value of the underlying net assets of the fund.
|
(10)
|
Pooled United Kingdom government index-linked funds invest primarily in United Kingdom government index-linked gilt securities. The funds are valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.
|
(11)
|
Pooled global fixed income funds invest primarily in government bonds, investment grade corporate bonds, high yield and emerging market bonds and can make use of derivatives. The funds are valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.
|
(12)
|
Pooled property funds invest primarily in freehold and leasehold property in the United Kingdom. The funds are valued using NAV as a practical expedient. NAV is determined by the fund managers based on the value of the underlying net assets of the fund.
|
|
Effective Interest Rate
|
|
December 31,
2018 |
|
December 31,
2017 |
||||||||||||
|
|
Principal
|
|
Carrying Amount
(1)
|
|
Principal
|
|
Carrying Amount
(1)
|
|||||||||
|
|
|
(in millions)
|
||||||||||||||
Public Senior Notes:
|
|
|
|
|
|
|
|
|
|
||||||||
7.125% due May 2020
|
7.529%
|
|
500
|
|
|
497
|
|
|
500
|
|
|
496
|
|
||||
3.450% due June 2023
|
3.562%
|
|
750
|
|
|
747
|
|
|
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
|
|
|
495
|
|
|
500
|
|
|
493
|
|
||||
4.500% due December 2026
|
4.759%
|
|
750
|
|
|
737
|
|
|
750
|
|
|
736
|
|
||||
Total long-term debt
|
|
|
$
|
4,750
|
|
|
$
|
4,698
|
|
|
$
|
4,750
|
|
|
$
|
4,692
|
|
(1)
|
Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was
$11 million
and
$12 million
as of
December 31, 2018
and
2017
, respectively, and total deferred debt issuance costs were
$41 million
and
$46 million
as of
December 31, 2018
and
2017
, respectively.
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Interest on borrowings
(1)
|
$
|
228
|
|
|
$
|
300
|
|
|
$
|
303
|
|
Fees on financing agreements
(1)(2)(3)
|
13
|
|
|
16
|
|
|
59
|
|
|||
Interest on tax liabilities
|
1
|
|
|
1
|
|
|
4
|
|
|||
Interest capitalized
|
(1
|
)
|
|
(2
|
)
|
|
(166
|
)
|
|||
Interest expense
|
$
|
241
|
|
|
$
|
315
|
|
|
$
|
200
|
|
(1)
|
See Note
12—Financing Agreements
for additional information.
|
(2)
|
Fees on financing agreements for the year ended
December 31, 2016
includes
$28 million
of fees related to the termination of the tranche B commitment under the bridge credit agreement as a result of the termination of our definitive agreement (as amended, the Combination Agreement) to combine with the European, North American and global distribution businesses of OCI.
|
(3)
|
Fees on financing agreements for the year ended
December 31, 2016
includes
$9 million
of accelerated amortization of deferred fees related to the payment of the senior notes due 2022, 2025 and 2027 in November 2016,
$2 million
of accelerated amortization of deferred fees related to the July 2016 amendment to the Revolving Credit Agreement, which reduced the Revolving Credit Facility to
$1.5 billion
from
$2.0 billion
, and
$4 million
of accelerated amortization of deferred fees related to the November 2016 amendment to the Revolving Credit Agreement, which reduced the Revolving Credit Facility to
$750 million
from
$1.5 billion
. See Note
12—Financing Agreements
for additional information.
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Insurance proceeds
(1)
|
$
|
(10
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Loss on disposal of property, plant and equipment—net
|
6
|
|
|
3
|
|
|
10
|
|
|||
Expansion project costs
(2)
|
—
|
|
|
—
|
|
|
73
|
|
|||
(Gain) loss on foreign currency transactions
(3)
|
(5
|
)
|
|
2
|
|
|
93
|
|
|||
Loss on embedded derivative
(4)
|
1
|
|
|
4
|
|
|
23
|
|
|||
Other
|
(19
|
)
|
|
9
|
|
|
9
|
|
|||
Other operating—net
|
$
|
(27
|
)
|
|
$
|
18
|
|
|
$
|
208
|
|
(1)
|
Income related to a property insurance claim at one of our nitrogen complexes.
|
(2)
|
Expansion project costs that did not qualify for capitalization include amounts related to administrative and consulting services for our capacity expansion projects in Port Neal, Iowa and Donaldsonville, Louisiana. Our capacity expansion projects were completed as of December 31, 2016.
|
(3)
|
(Gain) loss on foreign currency transactions primarily relates to the unrealized foreign currency exchange rate impact on intercompany debt that has not been permanently invested.
|
(4)
|
The loss on embedded derivative consists of unrealized and realized losses related to a provision of our strategic venture with CHS. See Note
9—Fair Value Measurements
for additional information.
|
|
Gain (loss) recognized in income
|
||||||||||||
|
|
|
Year ended December 31,
|
||||||||||
|
Location
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
(in millions)
|
||||||||||
Natural gas derivatives
|
|
|
|
|
|
|
|
||||||
Unrealized net gains (losses)
|
Cost of sales
|
|
13
|
|
|
(61
|
)
|
|
260
|
|
|||
Realized net losses
|
Cost of sales
|
|
(2
|
)
|
|
(26
|
)
|
|
(133
|
)
|
|||
Net derivative gains (losses)
|
|
|
$
|
11
|
|
|
$
|
(87
|
)
|
|
$
|
127
|
|
•
|
Settlement netting generally allows us and our counterparties to net, into a single net payable or receivable, ordinary settlement obligations arising between us under the ISDA agreement on the same day, in the same currency, for the same types of derivative instruments, and through the same pairing of offices.
|
•
|
Close-out netting rights are provided in the event of a default or other termination event (as defined in the ISDA agreements), including bankruptcy. Depending on the cause of early termination, the non-defaulting party may elect to terminate all or some transactions outstanding under the ISDA agreement. The values of all terminated transactions and certain other payments under the ISDA agreement are netted, resulting in a single net close-out amount payable to or by the non-defaulting party. Termination values may be determined using a mark-to-market approach or based on a party’s good faith estimate of its loss. If the final net close-out amount is payable by the non-defaulting party, that party’s obligation to make the payment may be conditioned on factors such as the termination of all derivative transactions between the parties or payment in full of all of the defaulting party’s obligations to the non-defaulting party, in each case regardless of whether arising under the ISDA agreement or otherwise.
|
•
|
Setoff rights are provided by certain of our ISDA agreements and generally allow a non-defaulting party to elect to set off, against the final net close-out payment, other matured and contingent amounts payable between us and our counterparties under the ISDA agreement or otherwise. Typically, these setoff rights arise upon the early termination of all transactions outstanding under an ISDA agreement following a default or specified termination event.
|
|
Amounts presented in consolidated
balance sheets
(1)
|
|
Gross amounts not offset in consolidated balance sheets
|
|
|
||||||||||
|
|
Financial
instruments
|
|
Cash collateral received (pledged)
|
|
Net
amount
|
|||||||||
|
(in millions)
|
||||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative assets
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Total derivative liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net derivative assets
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
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 are the same.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Trade
|
$
|
226
|
|
|
$
|
297
|
|
Other
|
9
|
|
|
10
|
|
||
Accounts receivable—net
|
$
|
235
|
|
|
$
|
307
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Finished goods
|
$
|
272
|
|
|
$
|
233
|
|
Raw materials, spare parts and supplies
|
37
|
|
|
42
|
|
||
Total inventories
|
$
|
309
|
|
|
$
|
275
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Accounts payable
|
$
|
101
|
|
|
$
|
99
|
|
Accrued natural gas costs
|
129
|
|
|
109
|
|
||
Payroll and employee-related costs
|
79
|
|
|
65
|
|
||
Accrued interest
|
39
|
|
|
38
|
|
||
Accrued share repurchases
|
33
|
|
|
—
|
|
||
Other
|
164
|
|
|
161
|
|
||
Accounts payable and accrued expenses
|
$
|
545
|
|
|
$
|
472
|
|
|
|
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Benefit plans and deferred compensation
|
$
|
280
|
|
|
$
|
324
|
|
Tax-related liabilities
|
96
|
|
|
93
|
|
||
Unrealized loss on embedded derivative
|
16
|
|
|
20
|
|
||
Environmental and related costs
|
7
|
|
|
7
|
|
||
Other
|
11
|
|
|
16
|
|
||
Other liabilities
|
$
|
410
|
|
|
$
|
460
|
|
|
Year ended December 31,
|
||||||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||||
|
CFN
|
|
TNCLP
|
|
Total
|
|
CFN
|
|
TNCLP
|
|
Total
|
|
CFN
|
|
TNCLP
|
|
Total
|
||||||||||||||||||
|
|
|
(in millions)
|
|
|
||||||||||||||||||||||||||||||
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Beginning balance
|
$
|
2,772
|
|
|
$
|
333
|
|
|
$
|
3,105
|
|
|
$
|
2,806
|
|
|
$
|
338
|
|
|
$
|
3,144
|
|
|
$
|
—
|
|
|
$
|
352
|
|
|
$
|
352
|
|
Issuance of noncontrolling interest in CFN
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,792
|
|
|
—
|
|
|
2,792
|
|
|||||||||
Earnings attributable to noncontrolling interests
|
130
|
|
|
8
|
|
|
138
|
|
|
73
|
|
|
19
|
|
|
92
|
|
|
93
|
|
|
26
|
|
|
119
|
|
|||||||||
Declaration of distributions payable
|
(129
|
)
|
|
(10
|
)
|
|
(139
|
)
|
|
(107
|
)
|
|
(24
|
)
|
|
(131
|
)
|
|
(79
|
)
|
|
(40
|
)
|
|
(119
|
)
|
|||||||||
Purchase of TNCLP Public Units
|
—
|
|
|
(331
|
)
|
|
(331
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Ending balance
|
$
|
2,773
|
|
|
$
|
—
|
|
|
$
|
2,773
|
|
|
$
|
2,772
|
|
|
$
|
333
|
|
|
$
|
3,105
|
|
|
$
|
2,806
|
|
|
$
|
338
|
|
|
$
|
3,144
|
|
Distributions payable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Beginning balance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Declaration of distributions payable
|
129
|
|
|
10
|
|
|
139
|
|
|
107
|
|
|
24
|
|
|
131
|
|
|
79
|
|
|
40
|
|
|
119
|
|
|||||||||
Distributions to noncontrolling interests
|
(129
|
)
|
|
(10
|
)
|
|
(139
|
)
|
|
(107
|
)
|
|
(24
|
)
|
|
(131
|
)
|
|
(79
|
)
|
|
(40
|
)
|
|
(119
|
)
|
|||||||||
Ending balance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Shares
|
|
Amounts
|
|||
|
(in millions)
|
|||||
Third quarter
|
1.8
|
|
|
$
|
91
|
|
Fourth quarter
|
9.1
|
|
|
409
|
|
|
Total shares repurchased in 2018
|
10.9
|
|
|
$
|
500
|
|
|
Year ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Beginning balance
|
233,287,089
|
|
|
233,114,169
|
|
|
233,081,556
|
|
Exercise of stock options
|
462,647
|
|
|
90,938
|
|
|
17,600
|
|
Issuance of restricted stock
(1)
|
68,803
|
|
|
93,833
|
|
|
44,941
|
|
Forfeitures of restricted stock
|
—
|
|
|
—
|
|
|
(10,000
|
)
|
Purchase of treasury shares
(2)
|
(11,000,044
|
)
|
|
(11,851
|
)
|
|
(19,928
|
)
|
Ending balance
|
222,818,495
|
|
|
233,287,089
|
|
|
233,114,169
|
|
(1)
|
Includes shares issued from treasury.
|
(2)
|
Includes shares withheld to pay employee tax obligations upon the vesting of restricted stock.
|
|
Foreign
Currency
Translation
Adjustment
|
|
Unrealized
Gain (Loss)
on
Securities
|
|
Unrealized
Gain (Loss)
on
Derivatives
|
|
Defined
Benefit
Plans
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balance as of December 31, 2015
|
$
|
(198
|
)
|
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
(58
|
)
|
|
$
|
(250
|
)
|
Unrealized loss
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Reclassification to earnings
(2)
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|||||
Loss arising during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|
(97
|
)
|
|||||
Effect of exchange rate changes and deferred taxes
|
(74
|
)
|
|
—
|
|
|
—
|
|
|
22
|
|
|
(52
|
)
|
|||||
Balance as of December 31, 2016
|
(272
|
)
|
|
1
|
|
|
5
|
|
|
(132
|
)
|
|
(398
|
)
|
|||||
Reclassification to earnings
(2)
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|||||
Gain arising during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
19
|
|
|||||
Effect of exchange rate changes and deferred taxes
|
127
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
116
|
|
|||||
Balance as of December 31,
2017
|
(145
|
)
|
|
1
|
|
|
4
|
|
|
(123
|
)
|
|
(263
|
)
|
|||||
Adoption of ASU 2016-01
(1)
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Adoption of ASU 2018-02
(1)
|
—
|
|
|
—
|
|
|
1
|
|
|
(11
|
)
|
|
(10
|
)
|
|||||
Gain arising during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|||||
Reclassification to earnings
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|||||
Effect of exchange rate changes and deferred taxes
|
(105
|
)
|
|
—
|
|
|
—
|
|
|
3
|
|
|
(102
|
)
|
|||||
Balance as of December 31,
2018
|
$
|
(250
|
)
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
(126
|
)
|
|
$
|
(371
|
)
|
(1)
|
See Note
3—New Accounting Standards
for additional information.
|
(2)
|
Reclassifications out of AOCI to the consolidated statements of operations were not material.
|
|
|
|
|
|
|
|
Restricted Stock Awards
|
|
Restricted Stock Units
|
|
Performance Share Units
|
|||||||||||||||
|
Shares
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|
Shares
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|
Shares
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|||||||||
Outstanding as of December 31, 2017
|
51,258
|
|
|
$
|
27.31
|
|
|
270,245
|
|
|
$
|
35.88
|
|
|
140,581
|
|
|
$
|
49.79
|
|
Granted
|
37,870
|
|
|
40.40
|
|
|
332,603
|
|
|
43.09
|
|
|
77,097
|
|
|
44.59
|
|
|||
Restrictions lapsed (vested)
(1)
|
(51,258
|
)
|
|
27.31
|
|
|
(30,933
|
)
|
|
59.31
|
|
|
(19,741
|
)
|
|
91.13
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
(2,108
|
)
|
|
43.14
|
|
|
—
|
|
|
—
|
|
|||
Outstanding as of December 31, 2018
|
37,870
|
|
|
40.40
|
|
|
569,807
|
|
|
38.79
|
|
|
197,937
|
|
|
43.64
|
|
(1)
|
For performance share units, the shares represent the performance share units granted in
2015
, for which the three year performance period ended
December 31, 2017
. Because the applicable performance goals were not met, no common shares were delivered in settlement of these units.
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Actual tax benefit realized from restricted stock vested
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Fair value of restricted stock vested
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
2017
|
|
2016
|
Weighted-average assumptions:
|
|
|
|
Expected term of stock options
|
4.3 Years
|
|
4.3 Years
|
Expected volatility
|
40%
|
|
39%
|
Risk-free interest rate
|
1.9%
|
|
1.2%
|
Expected dividend yield
|
3.9%
|
|
3.3%
|
Weighted-average grant date fair value
|
$7.66
|
|
$8.97
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Cash received from stock option exercises
|
$
|
12
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Actual tax benefit realized from stock option exercises
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Pre-tax intrinsic value of stock options exercised
|
$
|
10
|
|
|
$
|
2
|
|
|
$
|
—
|
|
(1)
|
The aggregate intrinsic value represents the total pre-tax intrinsic value, based on our closing stock price of
$43.51
as of
December 31, 2018
, which would have been received by the option holders had all option holders exercised their options as of that date.
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Stock-based compensation expense
|
$
|
21
|
|
|
$
|
17
|
|
|
$
|
19
|
|
Income tax benefit
|
(4
|
)
|
|
(6
|
)
|
|
(7
|
)
|
|||
Stock-based compensation expense, net of income taxes
|
$
|
17
|
|
|
$
|
11
|
|
|
$
|
12
|
|
|
Ammonia
(2)
|
|
Granular Urea
(1)(2)
|
|
UAN
(1)(2)
|
|
AN
(1)
|
|
Other
(1)
|
|
Consolidated
(2)
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,028
|
|
|
$
|
1,322
|
|
|
$
|
1,234
|
|
|
$
|
460
|
|
|
$
|
385
|
|
|
$
|
4,429
|
|
Cost of sales
|
867
|
|
|
889
|
|
|
1,007
|
|
|
414
|
|
|
335
|
|
|
3,512
|
|
||||||
Gross margin
|
$
|
161
|
|
|
$
|
433
|
|
|
$
|
227
|
|
|
$
|
46
|
|
|
$
|
50
|
|
|
917
|
|
|
Total other operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
187
|
|
||||||||||
Equity in earnings of operating affiliates
|
|
|
|
|
|
|
|
|
|
|
|
36
|
|
||||||||||
Operating earnings
|
|
|
|
|
|
|
|
|
|
|
|
$
|
766
|
|
|||||||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,209
|
|
|
$
|
971
|
|
|
$
|
1,134
|
|
|
$
|
497
|
|
|
$
|
319
|
|
|
$
|
4,130
|
|
Cost of sales
|
1,070
|
|
|
855
|
|
|
1,053
|
|
|
446
|
|
|
272
|
|
|
3,696
|
|
||||||
Gross margin
|
$
|
139
|
|
|
$
|
116
|
|
|
$
|
81
|
|
|
$
|
51
|
|
|
$
|
47
|
|
|
434
|
|
|
Total other operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
209
|
|
||||||||||
Equity in earnings of operating affiliates
|
|
|
|
|
|
|
|
|
|
|
|
9
|
|
||||||||||
Operating earnings
|
|
|
|
|
|
|
|
|
|
|
|
$
|
234
|
|
|||||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
981
|
|
|
$
|
831
|
|
|
$
|
1,196
|
|
|
$
|
411
|
|
|
$
|
266
|
|
|
$
|
3,685
|
|
Cost of sales
|
714
|
|
|
583
|
|
|
919
|
|
|
409
|
|
|
217
|
|
|
2,842
|
|
||||||
Gross margin
|
$
|
267
|
|
|
$
|
248
|
|
|
$
|
277
|
|
|
$
|
2
|
|
|
$
|
49
|
|
|
843
|
|
|
Total other operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
560
|
|
||||||||||
Equity in loss of operating affiliates
|
|
|
|
|
|
|
|
|
|
|
|
(145
|
)
|
||||||||||
Operating earnings
|
|
|
|
|
|
|
|
|
|
|
|
$
|
138
|
|
(1)
|
The cost of ammonia that is 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 adjusted for the years ended
December 31, 2017
and
2016
. See Note
3—New Accounting Standards
for additional information.
|
|
Ammonia
|
|
Granular Urea
|
|
UAN
|
|
AN
|
|
Other
|
|
Corporate
|
|
Consolidated
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Year ended December 31, 2018
|
$
|
155
|
|
|
$
|
276
|
|
|
$
|
270
|
|
|
$
|
85
|
|
|
$
|
67
|
|
|
$
|
35
|
|
|
$
|
888
|
|
Year ended December 31, 2017
|
$
|
183
|
|
|
$
|
246
|
|
|
$
|
265
|
|
|
$
|
85
|
|
|
$
|
57
|
|
|
$
|
47
|
|
|
$
|
883
|
|
Year ended December 31, 2016
|
$
|
96
|
|
|
$
|
112
|
|
|
$
|
247
|
|
|
$
|
93
|
|
|
$
|
46
|
|
|
$
|
84
|
|
|
$
|
678
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Sales by geographic region (based on destination of shipments):
|
|
|
|
|
|
|
|
||||
United States
|
$
|
3,160
|
|
|
$
|
2,851
|
|
|
$
|
2,728
|
|
Foreign:
|
|
|
|
|
|
||||||
Canada
|
379
|
|
|
352
|
|
|
349
|
|
|||
North America excluding U.S. and Canada
|
81
|
|
|
50
|
|
|
24
|
|
|||
United Kingdom
|
425
|
|
|
427
|
|
|
394
|
|
|||
Other foreign
|
384
|
|
|
450
|
|
|
190
|
|
|||
Total foreign
|
1,269
|
|
|
1,279
|
|
|
957
|
|
|||
Consolidated
|
$
|
4,429
|
|
|
$
|
4,130
|
|
|
$
|
3,685
|
|
|
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Property, plant and equipment—net by geographic region:
|
|
|
|
|
|
|
|
||||
United States
|
$
|
7,426
|
|
|
$
|
7,921
|
|
|
$
|
8,444
|
|
Foreign:
|
|
|
|
|
|
||||||
Canada
|
544
|
|
|
551
|
|
|
523
|
|
|||
United Kingdom
|
653
|
|
|
703
|
|
|
685
|
|
|||
Total foreign
|
1,197
|
|
|
1,254
|
|
|
1,208
|
|
|||
Consolidated
|
$
|
8,623
|
|
|
$
|
9,175
|
|
|
$
|
9,652
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Cash paid during the year for
|
|
|
|
|
|
|
|
|
|||
Interest—net of interest capitalized
|
$
|
227
|
|
|
$
|
311
|
|
|
$
|
144
|
|
Income taxes—net of refunds
|
7
|
|
|
(807
|
)
|
|
(110
|
)
|
|||
|
|
|
|
|
|
||||||
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
|
|
||||||
Change in capitalized expenditures in accounts payable and accrued expenses
|
2
|
|
|
(179
|
)
|
|
(263
|
)
|
|||
Change in capitalized expenditures in other liabilities
|
—
|
|
|
—
|
|
|
(55
|
)
|
|||
Change in noncontrolling interests in other liabilities
|
—
|
|
|
—
|
|
|
8
|
|
|||
Change in accrued share repurchases
|
33
|
|
|
—
|
|
|
—
|
|
|
Operating
Lease Payments
|
||
|
(in millions)
|
||
2019
|
$
|
93
|
|
2020
|
80
|
|
|
2021
|
59
|
|
|
2022
|
41
|
|
|
2023
|
28
|
|
|
Thereafter
|
62
|
|
|
|
$
|
363
|
|
|
Three months ended,
|
|
|
||||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
Full Year
|
||||||||||
|
(in millions, except per share amounts)
|
||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
$
|
957
|
|
|
$
|
1,300
|
|
|
$
|
1,040
|
|
|
$
|
1,132
|
|
|
$
|
4,429
|
|
Gross margin
|
190
|
|
|
312
|
|
|
173
|
|
|
242
|
|
|
917
|
|
|||||
Unrealized gains on natural gas derivatives
(1)
|
3
|
|
|
5
|
|
|
3
|
|
|
2
|
|
|
13
|
|
|||||
Net earnings attributable to common stockholders
|
63
|
|
|
148
|
|
|
30
|
|
|
49
|
|
|
290
|
|
|||||
Net earnings per share attributable to common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
(2)
|
0.27
|
|
|
0.63
|
|
|
0.13
|
|
|
0.21
|
|
|
1.25
|
|
|||||
Diluted
(2)
|
0.27
|
|
|
0.63
|
|
|
0.13
|
|
|
0.21
|
|
|
1.24
|
|
|||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
$
|
1,037
|
|
|
$
|
1,124
|
|
|
$
|
870
|
|
|
$
|
1,099
|
|
|
$
|
4,130
|
|
Gross margin
(3)
|
107
|
|
|
173
|
|
|
11
|
|
|
143
|
|
|
434
|
|
|||||
Unrealized (losses) gains on natural gas derivatives
(1)
|
(53
|
)
|
|
(18
|
)
|
|
7
|
|
|
3
|
|
|
(61
|
)
|
|||||
Net (loss) earnings attributable to common stockholders
(4)
|
(23
|
)
|
|
3
|
|
|
(87
|
)
|
|
465
|
|
|
358
|
|
|||||
Net (loss) earnings per share attributable to common stockholders
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
(2)
|
(0.10
|
)
|
|
0.01
|
|
|
(0.37
|
)
|
|
1.99
|
|
|
1.53
|
|
|||||
Diluted
(2)
|
(0.10
|
)
|
|
0.01
|
|
|
(0.37
|
)
|
|
1.98
|
|
|
1.53
|
|
(1)
|
Amounts represent pre-tax unrealized (losses) gains on natural gas derivatives, which are included in gross margin. See Note
15—Derivative Financial Instruments
for additional information.
|
(2)
|
The sum of the four quarters is not necessarily the same as the total for the year.
|
(3)
|
Gross margin for the three months ended March 31, June 30 and September 30, 2018 have been adjusted to reflect our January 1, 2018 adoption of 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 from cost of sales and gross margin to other non-operating—net. See Note
3—New Accounting Standards
for additional information.
|
(4)
|
For the three months ended
December 31, 2017
, net earnings attributable to common stockholders includes the Tax Reform impact of
$491 million
that is included in income tax benefit, and net earnings per share attributable to common stockholders, basic and diluted, include the per share impact of
$2.09
. See Note
10—Income Taxes
for additional information.
|
|
Year ended December 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
349
|
|
|
$
|
3,470
|
|
|
$
|
3,604
|
|
|
$
|
(2,994
|
)
|
|
$
|
4,429
|
|
Cost of sales
|
—
|
|
|
288
|
|
|
3,237
|
|
|
2,970
|
|
|
(2,983
|
)
|
|
3,512
|
|
||||||
Gross margin
|
—
|
|
|
61
|
|
|
233
|
|
|
634
|
|
|
(11
|
)
|
|
917
|
|
||||||
Selling, general and administrative expenses
|
4
|
|
|
1
|
|
|
143
|
|
|
77
|
|
|
(11
|
)
|
|
214
|
|
||||||
Other operating—net
|
—
|
|
|
(11
|
)
|
|
(1
|
)
|
|
(15
|
)
|
|
—
|
|
|
(27
|
)
|
||||||
Total other operating costs and expenses
|
4
|
|
|
(10
|
)
|
|
142
|
|
|
62
|
|
|
(11
|
)
|
|
187
|
|
||||||
Equity in earnings of operating affiliates
|
—
|
|
|
2
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
36
|
|
||||||
Operating (loss) earnings
|
(4
|
)
|
|
73
|
|
|
91
|
|
|
606
|
|
|
—
|
|
|
766
|
|
||||||
Interest expense
|
—
|
|
|
245
|
|
|
14
|
|
|
5
|
|
|
(23
|
)
|
|
241
|
|
||||||
Interest income
|
(2
|
)
|
|
(5
|
)
|
|
(9
|
)
|
|
(20
|
)
|
|
23
|
|
|
(13
|
)
|
||||||
Net earnings of wholly owned subsidiaries
|
(292
|
)
|
|
(423
|
)
|
|
(477
|
)
|
|
—
|
|
|
1,192
|
|
|
—
|
|
||||||
Other non-operating—net
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(7
|
)
|
|
—
|
|
|
(9
|
)
|
||||||
Earnings before income taxes
|
290
|
|
|
256
|
|
|
565
|
|
|
628
|
|
|
(1,192
|
)
|
|
547
|
|
||||||
Income tax (benefit) provision
|
—
|
|
|
(36
|
)
|
|
151
|
|
|
4
|
|
|
—
|
|
|
119
|
|
||||||
Net earnings
|
290
|
|
|
292
|
|
|
414
|
|
|
624
|
|
|
(1,192
|
)
|
|
428
|
|
||||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
138
|
|
|
—
|
|
|
138
|
|
||||||
Net earnings attributable to common stockholders
|
$
|
290
|
|
|
$
|
292
|
|
|
$
|
414
|
|
|
$
|
486
|
|
|
$
|
(1,192
|
)
|
|
$
|
290
|
|
|
Year ended December 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net earnings
|
$
|
290
|
|
|
$
|
292
|
|
|
$
|
414
|
|
|
$
|
624
|
|
|
$
|
(1,192
|
)
|
|
$
|
428
|
|
Other comprehensive loss
|
(109
|
)
|
|
(109
|
)
|
|
(87
|
)
|
|
(103
|
)
|
|
311
|
|
|
(97
|
)
|
||||||
Comprehensive income
|
181
|
|
|
183
|
|
|
327
|
|
|
521
|
|
|
(881
|
)
|
|
331
|
|
||||||
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
138
|
|
|
—
|
|
|
138
|
|
||||||
Comprehensive income attributable to common stockholders
|
$
|
181
|
|
|
$
|
183
|
|
|
$
|
327
|
|
|
$
|
383
|
|
|
$
|
(881
|
)
|
|
$
|
193
|
|
|
Year ended December 31, 2017
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
442
|
|
|
$
|
3,257
|
|
|
$
|
3,380
|
|
|
$
|
(2,949
|
)
|
|
$
|
4,130
|
|
Cost of sales
|
—
|
|
|
278
|
|
|
3,382
|
|
|
2,985
|
|
|
(2,949
|
)
|
|
3,696
|
|
||||||
Gross margin
|
—
|
|
|
164
|
|
|
(125
|
)
|
|
395
|
|
|
—
|
|
|
434
|
|
||||||
Selling, general and administrative expenses
|
4
|
|
|
(4
|
)
|
|
112
|
|
|
79
|
|
|
—
|
|
|
191
|
|
||||||
Other operating—net
|
—
|
|
|
2
|
|
|
3
|
|
|
13
|
|
|
—
|
|
|
18
|
|
||||||
Total other operating costs and expenses
|
4
|
|
|
(2
|
)
|
|
115
|
|
|
92
|
|
|
—
|
|
|
209
|
|
||||||
Equity in (loss) earnings of operating affiliates
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
12
|
|
|
—
|
|
|
9
|
|
||||||
Operating (loss) earnings
|
(4
|
)
|
|
163
|
|
|
(240
|
)
|
|
315
|
|
|
—
|
|
|
234
|
|
||||||
Interest expense
|
—
|
|
|
318
|
|
|
37
|
|
|
5
|
|
|
(45
|
)
|
|
315
|
|
||||||
Interest income
|
—
|
|
|
(33
|
)
|
|
(11
|
)
|
|
(13
|
)
|
|
45
|
|
|
(12
|
)
|
||||||
Loss on debt extinguishment
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
||||||
Net loss (earnings) of wholly owned subsidiaries
|
361
|
|
|
1,091
|
|
|
(204
|
)
|
|
—
|
|
|
(1,248
|
)
|
|
—
|
|
||||||
Other non-operating—net
|
—
|
|
|
—
|
|
|
4
|
|
|
(1
|
)
|
|
—
|
|
|
3
|
|
||||||
(Loss) earnings before income taxes
|
(365
|
)
|
|
(1,266
|
)
|
|
(66
|
)
|
|
324
|
|
|
1,248
|
|
|
(125
|
)
|
||||||
Income tax (benefit) provision
|
(723
|
)
|
|
(905
|
)
|
|
1,037
|
|
|
16
|
|
|
—
|
|
|
(575
|
)
|
||||||
Net earnings (loss)
|
358
|
|
|
(361
|
)
|
|
(1,103
|
)
|
|
308
|
|
|
1,248
|
|
|
450
|
|
||||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|
92
|
|
||||||
Net earnings (loss) attributable to common stockholders
|
$
|
358
|
|
|
$
|
(361
|
)
|
|
$
|
(1,103
|
)
|
|
$
|
216
|
|
|
$
|
1,248
|
|
|
$
|
358
|
|
|
Year ended December 31, 2017
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net earnings (loss)
|
$
|
358
|
|
|
$
|
(361
|
)
|
|
$
|
(1,103
|
)
|
|
$
|
308
|
|
|
$
|
1,248
|
|
|
$
|
450
|
|
Other comprehensive income
|
135
|
|
|
135
|
|
|
91
|
|
|
130
|
|
|
(356
|
)
|
|
135
|
|
||||||
Comprehensive income (loss)
|
493
|
|
|
(226
|
)
|
|
(1,012
|
)
|
|
438
|
|
|
892
|
|
|
585
|
|
||||||
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|
92
|
|
||||||
Comprehensive income (loss) attributable to common stockholders
|
$
|
493
|
|
|
$
|
(226
|
)
|
|
$
|
(1,012
|
)
|
|
$
|
346
|
|
|
$
|
892
|
|
|
$
|
493
|
|
|
Year ended December 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
362
|
|
|
$
|
2,932
|
|
|
$
|
2,939
|
|
|
$
|
(2,548
|
)
|
|
$
|
3,685
|
|
Cost of sales
|
—
|
|
|
207
|
|
|
2,803
|
|
|
2,380
|
|
|
(2,548
|
)
|
|
2,842
|
|
||||||
Gross margin
|
—
|
|
|
155
|
|
|
129
|
|
|
559
|
|
|
—
|
|
|
843
|
|
||||||
Selling, general and administrative expenses
|
4
|
|
|
9
|
|
|
104
|
|
|
56
|
|
|
—
|
|
|
173
|
|
||||||
Transaction costs
|
(46
|
)
|
|
—
|
|
|
223
|
|
|
2
|
|
|
—
|
|
|
179
|
|
||||||
Other operating—net
|
—
|
|
|
7
|
|
|
30
|
|
|
171
|
|
|
—
|
|
|
208
|
|
||||||
Total other operating costs and expenses
|
(42
|
)
|
|
16
|
|
|
357
|
|
|
229
|
|
|
—
|
|
|
560
|
|
||||||
Equity in loss of operating affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
(145
|
)
|
|
—
|
|
|
(145
|
)
|
||||||
Operating earnings (losses)
|
42
|
|
|
139
|
|
|
(228
|
)
|
|
185
|
|
|
—
|
|
|
138
|
|
||||||
Interest expense
|
—
|
|
|
347
|
|
|
85
|
|
|
(155
|
)
|
|
(77
|
)
|
|
200
|
|
||||||
Interest income
|
—
|
|
|
(49
|
)
|
|
(8
|
)
|
|
(25
|
)
|
|
77
|
|
|
(5
|
)
|
||||||
Loss on debt extinguishment
|
—
|
|
|
167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
167
|
|
||||||
Net loss (earnings) of wholly owned subsidiaries
|
304
|
|
|
92
|
|
|
(315
|
)
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
||||||
Other non-operating—net
|
—
|
|
|
—
|
|
|
4
|
|
|
(2
|
)
|
|
—
|
|
|
2
|
|
||||||
(Loss) earnings before income taxes
|
(262
|
)
|
|
(418
|
)
|
|
6
|
|
|
367
|
|
|
81
|
|
|
(226
|
)
|
||||||
Income tax provision (benefit)
|
15
|
|
|
(114
|
)
|
|
18
|
|
|
13
|
|
|
—
|
|
|
(68
|
)
|
||||||
Net (loss) earnings
|
(277
|
)
|
|
(304
|
)
|
|
(12
|
)
|
|
354
|
|
|
81
|
|
|
(158
|
)
|
||||||
Less: Net earnings attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|
—
|
|
|
119
|
|
||||||
Net (loss) earnings attributable to common stockholders
|
$
|
(277
|
)
|
|
$
|
(304
|
)
|
|
$
|
(12
|
)
|
|
$
|
235
|
|
|
$
|
81
|
|
|
$
|
(277
|
)
|
|
Year ended December 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Net (loss) earnings
|
$
|
(277
|
)
|
|
$
|
(304
|
)
|
|
$
|
(12
|
)
|
|
$
|
354
|
|
|
$
|
81
|
|
|
$
|
(158
|
)
|
Other comprehensive loss
|
(148
|
)
|
|
(148
|
)
|
|
(68
|
)
|
|
(134
|
)
|
|
350
|
|
|
(148
|
)
|
||||||
Comprehensive (loss) income
|
(425
|
)
|
|
(452
|
)
|
|
(80
|
)
|
|
220
|
|
|
431
|
|
|
(306
|
)
|
||||||
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|
—
|
|
|
119
|
|
||||||
Comprehensive (loss) income attributable to common stockholders
|
$
|
(425
|
)
|
|
$
|
(452
|
)
|
|
$
|
(80
|
)
|
|
$
|
101
|
|
|
$
|
431
|
|
|
$
|
(425
|
)
|
|
December 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
and
Reclassifications
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents
|
$
|
36
|
|
|
$
|
27
|
|
|
$
|
65
|
|
|
$
|
554
|
|
|
$
|
—
|
|
|
$
|
682
|
|
Accounts and notes receivable—net
|
135
|
|
|
500
|
|
|
1,203
|
|
|
911
|
|
|
(2,514
|
)
|
|
235
|
|
||||||
Inventories
|
—
|
|
|
4
|
|
|
142
|
|
|
163
|
|
|
—
|
|
|
309
|
|
||||||
Prepaid income taxes
|
—
|
|
|
—
|
|
|
24
|
|
|
4
|
|
|
—
|
|
|
28
|
|
||||||
Other current assets
|
—
|
|
|
—
|
|
|
15
|
|
|
5
|
|
|
—
|
|
|
20
|
|
||||||
Total current assets
|
171
|
|
|
531
|
|
|
1,449
|
|
|
1,637
|
|
|
(2,514
|
)
|
|
1,274
|
|
||||||
Property, plant and equipment—net
|
—
|
|
|
—
|
|
|
118
|
|
|
8,505
|
|
|
—
|
|
|
8,623
|
|
||||||
Investments in affiliates
|
3,656
|
|
|
8,208
|
|
|
6,857
|
|
|
94
|
|
|
(18,722
|
)
|
|
93
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
2,064
|
|
|
289
|
|
|
—
|
|
|
2,353
|
|
||||||
Other assets
|
—
|
|
|
4
|
|
|
126
|
|
|
320
|
|
|
(132
|
)
|
|
318
|
|
||||||
Total assets
|
$
|
3,827
|
|
|
$
|
8,743
|
|
|
$
|
10,614
|
|
|
$
|
10,845
|
|
|
$
|
(21,368
|
)
|
|
$
|
12,661
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts and notes payable and accrued expenses
|
$
|
870
|
|
|
$
|
374
|
|
|
$
|
1,429
|
|
|
$
|
386
|
|
|
$
|
(2,514
|
)
|
|
$
|
545
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||
Customer advances
|
—
|
|
|
—
|
|
|
149
|
|
|
—
|
|
|
—
|
|
|
149
|
|
||||||
Other current liabilities
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||||
Total current liabilities
|
870
|
|
|
374
|
|
|
1,589
|
|
|
386
|
|
|
(2,514
|
)
|
|
705
|
|
||||||
Long-term debt
|
—
|
|
|
4,698
|
|
|
43
|
|
|
89
|
|
|
(132
|
)
|
|
4,698
|
|
||||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
960
|
|
|
157
|
|
|
—
|
|
|
1,117
|
|
||||||
Other liabilities
|
—
|
|
|
15
|
|
|
232
|
|
|
163
|
|
|
—
|
|
|
410
|
|
||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock
|
2
|
|
|
—
|
|
|
—
|
|
|
5,363
|
|
|
(5,363
|
)
|
|
2
|
|
||||||
Paid-in capital
|
1,368
|
|
|
1,799
|
|
|
9,070
|
|
|
1,265
|
|
|
(12,134
|
)
|
|
1,368
|
|
||||||
Retained earnings
|
2,463
|
|
|
2,229
|
|
|
(995
|
)
|
|
965
|
|
|
(2,199
|
)
|
|
2,463
|
|
||||||
Treasury stock
|
(504
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(504
|
)
|
||||||
Accumulated other comprehensive loss
|
(372
|
)
|
|
(372
|
)
|
|
(277
|
)
|
|
(324
|
)
|
|
974
|
|
|
(371
|
)
|
||||||
Total stockholders’ equity
|
2,957
|
|
|
3,656
|
|
|
7,798
|
|
|
7,269
|
|
|
(18,722
|
)
|
|
2,958
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
2,781
|
|
|
—
|
|
|
2,773
|
|
||||||
Total equity
|
2,957
|
|
|
3,656
|
|
|
7,790
|
|
|
10,050
|
|
|
(18,722
|
)
|
|
5,731
|
|
||||||
Total liabilities and equity
|
$
|
3,827
|
|
|
$
|
8,743
|
|
|
$
|
10,614
|
|
|
$
|
10,845
|
|
|
$
|
(21,368
|
)
|
|
$
|
12,661
|
|
|
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
|
|
|
Year ended December 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net earnings
|
$
|
290
|
|
|
$
|
292
|
|
|
$
|
414
|
|
|
$
|
624
|
|
|
$
|
(1,192
|
)
|
|
$
|
428
|
|
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
—
|
|
|
9
|
|
|
22
|
|
|
857
|
|
|
—
|
|
|
888
|
|
||||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
88
|
|
|
(10
|
)
|
|
—
|
|
|
78
|
|
||||||
Stock-based compensation expense
|
21
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
22
|
|
||||||
Unrealized net gain on natural gas derivatives
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(3
|
)
|
|
—
|
|
|
(13
|
)
|
||||||
Loss on embedded derivative
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Loss on disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||
Undistributed earnings of affiliates—net
|
(292
|
)
|
|
(423
|
)
|
|
(477
|
)
|
|
(3
|
)
|
|
1,192
|
|
|
(3
|
)
|
||||||
Changes in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Intercompany accounts receivable/accounts payable—net
|
(14
|
)
|
|
(117
|
)
|
|
169
|
|
|
(38
|
)
|
|
—
|
|
|
—
|
|
||||||
Accounts receivable—net
|
—
|
|
|
(7
|
)
|
|
68
|
|
|
7
|
|
|
—
|
|
|
68
|
|
||||||
Inventories
|
—
|
|
|
(1
|
)
|
|
(37
|
)
|
|
(14
|
)
|
|
—
|
|
|
(52
|
)
|
||||||
Accrued and prepaid income taxes
|
(1
|
)
|
|
(35
|
)
|
|
51
|
|
|
(7
|
)
|
|
—
|
|
|
8
|
|
||||||
Accounts and notes payable and accrued expenses
|
—
|
|
|
(12
|
)
|
|
34
|
|
|
22
|
|
|
—
|
|
|
44
|
|
||||||
Customer advances
|
—
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
59
|
|
||||||
Other—net
|
—
|
|
|
9
|
|
|
7
|
|
|
(53
|
)
|
|
—
|
|
|
(37
|
)
|
||||||
Net cash provided by (used in) operating activities
|
4
|
|
|
(285
|
)
|
|
389
|
|
|
1,389
|
|
|
—
|
|
|
1,497
|
|
||||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
(408
|
)
|
|
—
|
|
|
(422
|
)
|
||||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
||||||
Distributions received from unconsolidated affiliates
|
—
|
|
|
503
|
|
|
7
|
|
|
(500
|
)
|
|
—
|
|
|
10
|
|
||||||
Insurance proceeds
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||||
Investments in consolidated subsidiaries - capital contributions
|
—
|
|
|
(31
|
)
|
|
(415
|
)
|
|
446
|
|
|
—
|
|
|
—
|
|
||||||
Other—net
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Net cash provided by (used in) investing activities
|
—
|
|
|
472
|
|
|
(422
|
)
|
|
(425
|
)
|
|
—
|
|
|
(375
|
)
|
||||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt—net
|
—
|
|
|
69
|
|
|
90
|
|
|
(159
|
)
|
|
—
|
|
|
—
|
|
||||||
Short-term debt—net
|
234
|
|
|
292
|
|
|
(424
|
)
|
|
(102
|
)
|
|
—
|
|
|
—
|
|
||||||
Financing fees
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Dividends paid on common stock
|
(280
|
)
|
|
(537
|
)
|
|
—
|
|
|
(49
|
)
|
|
586
|
|
|
(280
|
)
|
||||||
Dividends to/from affiliates
|
537
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
(586
|
)
|
|
—
|
|
||||||
Acquisition of noncontrolling interests in TNCLP
|
—
|
|
|
—
|
|
|
—
|
|
|
(388
|
)
|
|
—
|
|
|
(388
|
)
|
||||||
Payment to CHS related to credit provision
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(139
|
)
|
|
—
|
|
|
(139
|
)
|
||||||
Purchases of treasury stock
|
(467
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(467
|
)
|
||||||
Issuances of common stock under employee stock plans
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||||
Shares withheld for taxes
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||||
Net cash provided by (used in) financing activities
|
32
|
|
|
(175
|
)
|
|
(290
|
)
|
|
(837
|
)
|
|
—
|
|
|
(1,270
|
)
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
||||||
Increase (decrease) in cash and cash equivalents
|
36
|
|
|
12
|
|
|
(323
|
)
|
|
122
|
|
|
—
|
|
|
(153
|
)
|
||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
15
|
|
|
388
|
|
|
432
|
|
|
—
|
|
|
835
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
36
|
|
|
$
|
27
|
|
|
$
|
65
|
|
|
$
|
554
|
|
|
$
|
—
|
|
|
$
|
682
|
|
|
Year ended December 31, 2017
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net earnings (loss)
|
$
|
358
|
|
|
$
|
(361
|
)
|
|
$
|
(1,103
|
)
|
|
$
|
308
|
|
|
$
|
1,248
|
|
|
$
|
450
|
|
Adjustments to reconcile net earnings (loss) to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
—
|
|
|
13
|
|
|
22
|
|
|
848
|
|
|
—
|
|
|
883
|
|
||||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
(599
|
)
|
|
(2
|
)
|
|
—
|
|
|
(601
|
)
|
||||||
Stock-based compensation expense
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
||||||
Unrealized net loss on natural gas derivatives
|
—
|
|
|
—
|
|
|
51
|
|
|
10
|
|
|
—
|
|
|
61
|
|
||||||
Loss on embedded derivative
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||
Gain on sale of equity method investments
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
||||||
Loss on debt extinguishment
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
||||||
Loss on disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||
Undistributed losses (earnings) of affiliates—net
|
361
|
|
|
1,091
|
|
|
(204
|
)
|
|
3
|
|
|
(1,248
|
)
|
|
3
|
|
||||||
Changes in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Intercompany accounts receivable/accounts payable—net
|
(736
|
)
|
|
(1,297
|
)
|
|
1,527
|
|
|
506
|
|
|
—
|
|
|
—
|
|
||||||
Accounts receivable—net
|
—
|
|
|
—
|
|
|
(51
|
)
|
|
(6
|
)
|
|
—
|
|
|
(57
|
)
|
||||||
Inventories
|
—
|
|
|
(4
|
)
|
|
60
|
|
|
(16
|
)
|
|
—
|
|
|
40
|
|
||||||
Accrued and prepaid income taxes
|
(1
|
)
|
|
(60
|
)
|
|
1,217
|
|
|
(347
|
)
|
|
—
|
|
|
809
|
|
||||||
Accounts and notes payable and accrued expenses
|
—
|
|
|
228
|
|
|
27
|
|
|
(256
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Customer advances
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
48
|
|
||||||
Other—net
|
—
|
|
|
(5
|
)
|
|
(32
|
)
|
|
(30
|
)
|
|
—
|
|
|
(67
|
)
|
||||||
Net cash (used in) provided by operating activities
|
(1
|
)
|
|
(342
|
)
|
|
967
|
|
|
1,007
|
|
|
—
|
|
|
1,631
|
|
||||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(461
|
)
|
|
—
|
|
|
(473
|
)
|
||||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
||||||
Proceeds from sale of equity method investment
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
||||||
Distributions received from unconsolidated affiliates
|
—
|
|
|
—
|
|
|
179
|
|
|
(165
|
)
|
|
—
|
|
|
14
|
|
||||||
Proceeds from sale of auction rate securities
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||||
Other—net
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Net cash provided by (used in) investing activities
|
—
|
|
|
9
|
|
|
167
|
|
|
(589
|
)
|
|
—
|
|
|
(413
|
)
|
||||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt—net
|
—
|
|
|
(125
|
)
|
|
150
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
||||||
Payments of long-term borrowings
|
—
|
|
|
(1,148
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,148
|
)
|
||||||
Short-term debt—net
|
280
|
|
|
1,584
|
|
|
(1,870
|
)
|
|
6
|
|
|
—
|
|
|
—
|
|
||||||
Payment to CHS related to credit provision
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
Financing fees
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Dividends paid on common stock
|
(280
|
)
|
|
—
|
|
|
—
|
|
|
(103
|
)
|
|
103
|
|
|
(280
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(131
|
)
|
|
—
|
|
|
(131
|
)
|
||||||
Issuances of common stock under employee stock plans
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Dividends to/from affiliates
|
—
|
|
|
2
|
|
|
101
|
|
|
—
|
|
|
(103
|
)
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
1
|
|
|
312
|
|
|
(1,624
|
)
|
|
(253
|
)
|
|
—
|
|
|
(1,564
|
)
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||||
(Decrease) increase in cash, cash equivalents and restricted cash
|
—
|
|
|
(21
|
)
|
|
(490
|
)
|
|
177
|
|
|
—
|
|
|
(334
|
)
|
||||||
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
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
388
|
|
|
$
|
432
|
|
|
$
|
—
|
|
|
$
|
835
|
|
|
Year ended December 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Subsidiary Guarantors
|
|
Non- Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net (loss) earnings
|
$
|
(277
|
)
|
|
$
|
(304
|
)
|
|
$
|
(12
|
)
|
|
$
|
354
|
|
|
$
|
81
|
|
|
$
|
(158
|
)
|
Adjustments to reconcile net (loss) earnings to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
—
|
|
|
21
|
|
|
55
|
|
|
602
|
|
|
—
|
|
|
678
|
|
||||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
740
|
|
|
(1
|
)
|
|
—
|
|
|
739
|
|
||||||
Stock-based compensation expense
|
18
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
19
|
|
||||||
Unrealized net gain on natural gas derivatives
|
—
|
|
|
—
|
|
|
(225
|
)
|
|
(35
|
)
|
|
—
|
|
|
(260
|
)
|
||||||
Loss on embedded derivative
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
||||||
Impairment of equity method investment in PLNL
|
—
|
|
|
—
|
|
|
—
|
|
|
134
|
|
|
—
|
|
|
134
|
|
||||||
Loss on debt extinguishment
|
—
|
|
|
167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
167
|
|
||||||
Loss on disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
2
|
|
|
8
|
|
|
—
|
|
|
10
|
|
||||||
Undistributed losses (earnings) of affiliates—net
|
304
|
|
|
92
|
|
|
(315
|
)
|
|
9
|
|
|
(81
|
)
|
|
9
|
|
||||||
Changes in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Intercompany accounts receivable/accounts payable—net
|
(4
|
)
|
|
(10
|
)
|
|
308
|
|
|
(294
|
)
|
|
—
|
|
|
—
|
|
||||||
Accounts receivable—net
|
—
|
|
|
44
|
|
|
(11
|
)
|
|
(15
|
)
|
|
—
|
|
|
18
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
1
|
|
|
—
|
|
|
(7
|
)
|
||||||
Accrued and prepaid income taxes
|
—
|
|
|
—
|
|
|
(682
|
)
|
|
6
|
|
|
—
|
|
|
(676
|
)
|
||||||
Accounts and notes payable and accrued expenses
|
(8
|
)
|
|
(63
|
)
|
|
(12
|
)
|
|
65
|
|
|
—
|
|
|
(18
|
)
|
||||||
Customer advances
|
—
|
|
|
—
|
|
|
(120
|
)
|
|
—
|
|
|
—
|
|
|
(120
|
)
|
||||||
Other—net
|
—
|
|
|
(6
|
)
|
|
(17
|
)
|
|
82
|
|
|
—
|
|
|
59
|
|
||||||
Net cash provided by (used in) operating activities
|
33
|
|
|
(59
|
)
|
|
(274
|
)
|
|
917
|
|
|
—
|
|
|
617
|
|
||||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(2,186
|
)
|
|
—
|
|
|
(2,211
|
)
|
||||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
4
|
|
|
10
|
|
|
—
|
|
|
14
|
|
||||||
Investments in unconsolidated affiliates
|
—
|
|
|
(44
|
)
|
|
(649
|
)
|
|
—
|
|
|
693
|
|
|
—
|
|
||||||
Other—net
|
—
|
|
|
6
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
2
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(38
|
)
|
|
(670
|
)
|
|
(2,180
|
)
|
|
693
|
|
|
(2,195
|
)
|
||||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term debt—net
|
—
|
|
|
125
|
|
|
—
|
|
|
(125
|
)
|
|
—
|
|
|
—
|
|
||||||
Proceeds from long-term borrowings
|
—
|
|
|
1,244
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,244
|
|
||||||
Payments of long-term borrowings
|
—
|
|
|
(1,170
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,170
|
)
|
||||||
Short-term debt—net
|
106
|
|
|
(40
|
)
|
|
(371
|
)
|
|
305
|
|
|
—
|
|
|
—
|
|
||||||
Proceeds from short-term borrowings
|
—
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150
|
|
||||||
Payments on short-term borrowings
|
—
|
|
|
(150
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150
|
)
|
||||||
Payment to CHS related to credit provision
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
Financing fees
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
||||||
Dividends paid on common stock
|
(280
|
)
|
|
(140
|
)
|
|
(140
|
)
|
|
(222
|
)
|
|
502
|
|
|
(280
|
)
|
||||||
Issuance of noncontrolling interest in CFN
|
—
|
|
|
—
|
|
|
—
|
|
|
2,800
|
|
|
—
|
|
|
2,800
|
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(119
|
)
|
|
—
|
|
|
(119
|
)
|
||||||
Distributions received for CHS strategic venture
|
—
|
|
|
—
|
|
|
2,000
|
|
|
(2,000
|
)
|
|
—
|
|
|
—
|
|
||||||
Dividends to/from affiliates
|
140
|
|
|
145
|
|
|
217
|
|
|
—
|
|
|
(502
|
)
|
|
—
|
|
||||||
Other—net
|
—
|
|
|
—
|
|
|
—
|
|
|
693
|
|
|
(693
|
)
|
|
—
|
|
||||||
Net cash (used in) provided by financing activities
|
(34
|
)
|
|
133
|
|
|
1,701
|
|
|
1,332
|
|
|
(693
|
)
|
|
2,439
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
(Decrease) increase in cash, cash equivalents and restricted cash
|
(1
|
)
|
|
36
|
|
|
757
|
|
|
68
|
|
|
—
|
|
|
860
|
|
||||||
Cash, cash equivalents and restricted cash at beginning of period
|
1
|
|
|
—
|
|
|
121
|
|
|
187
|
|
|
—
|
|
|
309
|
|
||||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
878
|
|
|
$
|
255
|
|
|
$
|
—
|
|
|
$
|
1,169
|
|
Plan Category
|
Number of securities
to be issued upon exercise of outstanding options, warrants and rights |
|
Weighted-average
exercise price of outstanding options, warrants and rights |
|
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) |
||||
Equity compensation plans approved by security holders
|
5,784,100
|
|
|
$
|
38.79
|
|
|
8,401,101
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
5,784,100
|
|
|
$
|
38.79
|
|
|
8,401,101
|
|
(a)
|
Documents filed as part of this report:
|
(1
|
)
|
All financial statements:
|
|
The following financial statements are included in Part II, Item 8. Financial Statements and Supplementary Data:
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
Financial statement schedules are omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto.
|
|||
|
|
|
|
(2
|
)
|
Exhibits
|
|
|
|
|
|
A list of exhibits filed with this Annual Report on Form 10-K (or incorporated by reference to exhibits previously filed or furnished) is provided in the Exhibit Index on page
136
of this report.
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
101
|
|
The following financial information from CF Industries Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, formatted in XBRL (eXtensible Business Reporting Language): (1) Consolidated Statements of Operations, (2) Consolidated Statements of Comprehensive (Loss) Income, (3) Consolidated Balance Sheets, (4) Consolidated Statements of Equity, (5) Consolidated Statements of Cash Flows and (6) the Notes to Consolidated Financial Statements
|
*
|
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.
|
**
|
Portions omitted pursuant to an order granting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
|
***
|
Management contract or compensatory plan or arrangement required to be filed (and/or incorporated by reference) as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(a)(3) of Form 10-K.
|
|
|
|
CF INDUSTRIES HOLDINGS, INC.
|
|
Date:
|
February 22, 2019
|
|
By:
|
/s/ W. ANTHONY WILL
|
|
|
|
|
W. Anthony Will
President and Chief Executive Officer
|
Signature
|
|
Title(s)
|
|
Date
|
|
|
|
|
|
/s/ W. ANTHONY WILL
|
|
President and Chief Executive Officer,
Director
(Principal Executive Officer)
|
|
February 22, 2019
|
W. Anthony Will
|
|
|
||
|
|
|
|
|
/s/ DENNIS P. KELLEHER
|
|
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
|
February 22, 2019
|
Dennis P. Kelleher
|
|
|
||
|
|
|
|
|
/s/ RICHARD A. HOKER
|
|
Vice President and Corporate Controller
(Principal Accounting Officer)
|
|
February 22, 2019
|
Richard A. Hoker
|
|
|
||
|
|
|
|
|
/s/ STEPHEN A. FURBACHER
|
|
Chairman of the Board
|
|
February 22, 2019
|
Stephen A. Furbacher
|
|
|
||
|
|
|
|
|
/s/ JAVED AHMED
|
|
Director
|
|
February 22, 2019
|
Javed Ahmed
|
|
|
||
|
|
|
|
|
/s/ ROBERT C. ARZBAECHER
|
|
Director
|
|
February 22, 2019
|
Robert C. Arzbaecher
|
|
|
||
|
|
|
|
|
/s/ WILLIAM DAVISSON
|
|
Director
|
|
February 22, 2019
|
William Davisson
|
|
|
||
|
|
|
|
|
/s/ JOHN W. EAVES
|
|
Director
|
|
February 22, 2019
|
John W. Eaves
|
|
|
||
|
|
|
|
|
/s/ STEPHEN J. HAGGE
|
|
Director
|
|
February 22, 2019
|
Stephen J. Hagge
|
|
|
||
|
|
|
|
|
/s/ JOHN D. JOHNSON
|
|
Director
|
|
February 22, 2019
|
John D. Johnson
|
|
|
|
|
|
|
|
|
|
/s/ ANNE P. NOONAN
|
|
Director
|
|
February 22, 2019
|
Anne P. Noonan
|
|
|
||
|
|
|
|
|
/s/ MICHAEL J. TOELLE
|
|
Director
|
|
February 22, 2019
|
Michael J. Toelle
|
|
|
||
|
|
|
|
|
/s/ THERESA E. WAGLER
|
|
Director
|
|
February 22, 2019
|
Theresa E. Wagler
|
|
|
||
|
|
|
|
|
/s/ CELSO L. WHITE
|
|
Director
|
|
February 22, 2019
|
Celso L. White
|
|
|
GRANTEE
|
|
CF INDUSTRIES HOLDINGS, INC.
|
|
|
|
<first_name> <last_name>
|
|
By:
|
<address_1>
<city>, <state> <zip>
|
|
Title:
|
RONA =
|
Adjusted EBITDA
|
Average Operational Assets
|
(i)
|
net earnings attributable to common stockholders
plus
|
(ii)
|
interest expense (income)—net
plus
|
(iii)
|
income tax provision (benefit)
(a)
plus
|
(iv)
|
depreciation and amortization
less
|
(v)
|
loan fee amortization included in both interest expense and depreciation and amortization
|
(a)
|
Includes income taxes on the Company’s joint venture earnings.
|
(i)
|
EBITDA
plus
|
(ii)
|
unrealized mark to market losses (gains) on hedges
plus
|
(iii)
|
unrealized and realized losses (gains) associated with foreign exchange on intercompany loan activity or foreign denominated intercompany payables and receivables
plus
|
(iv)
|
acquisition or disposition related transaction costs or fees
plus
|
(v)
|
integration costs for acquisitions
plus
|
(vi)
|
losses (gains) on the disposition of equity investments in joint ventures
plus
|
(vii)
|
restructuring, exit, impairments, system implementation costs or similar types of costs
plus
|
(viii)
|
non-capitalized expansion project costs
plus
|
(ix)
|
losses (gains) recognized due to the acquisition or disposal of a business or group of assets that represents a major portion of the business
plus
|
(x)
|
losses (gains) associated with regulatory changes (e.g. regulatory tax code changes)
less
|
(xi)
|
profits (losses) associated with acquisitions (divestitures) completed during the year.
|
(i)
|
total assets
less
|
(ii)
|
cash and cash equivalents
less
|
(iii)
|
restricted cash
less
|
(iv)
|
short-term investments
less
|
(v)
|
investments in marketable equity securities
less
|
(vi)
|
prepaid income taxes
less
|
(vii)
|
total current liabilities
less
|
(viii)
|
long-term deferred income taxes
less
|
(ix)
|
other noncurrent liabilities
less
|
(x)
|
assets associated with major capital projects (as approved by the compensation committee)
less
|
(xi)
|
net assets associated with acquisitions completed during the year
less
|
(xii)
|
asset (liability) changes associated with regulatory changes (e.g. regulatory tax code changes)
plus
|
(xiii)
|
short-term debt or notes payable included in current liabilities
plus
|
(xiv)
|
net assets associated with divestitures completed during the year
|
Name of Subsidiary
(1)
|
|
Jurisdiction of Incorporation or Organization
|
|
Percentage Held by CF
(2)
|
|
Canadian Fertilizers Limited
|
|
Alberta, Canada
|
|
|
|
CF Chemicals, Ltd.
|
|
Canada
|
|
|
|
CF Fertilisers UK Group Limited
|
|
United Kingdom
|
|
|
|
CF Fertilisers UK Limited
|
|
United Kingdom
|
|
|
|
CF Global Holding Company Inc.
|
|
Delaware
|
|
|
|
CF Industries (Barbados) SRL
|
|
Barbados
|
|
|
|
CF Industries Canada Investment ULC
|
|
Alberta, Canada
|
|
|
|
CF Industries Employee Services, LLC
|
|
Delaware
|
|
|
|
CF Industries Enterprises, LLC
|
|
Delaware
|
|
|
|
CF Industries, Inc.
|
|
Delaware
|
|
|
|
CF Industries International Holdings Luxembourg S. à r. l.
|
|
Luxembourg
|
|
|
|
CF Industries Luxembourg S. à r. l.
|
|
Luxembourg
|
|
|
|
CF Industries Nitrogen, LLC
|
|
Delaware
|
|
88.6
|
%
|
CF Industries Peru S.A.C.
|
|
Lima, Peru
|
|
|
|
CF Industries Sales, LLC
|
|
Delaware
|
|
|
|
CF Industries (UK) Limited
|
|
United Kingdom
|
|
|
|
CF Nitrogen Trinidad Limited
|
|
Trinidad and Tobago
|
|
|
|
CF Partners (Canada) LP
|
|
Alberta, Canada
|
|
|
|
CF USA Holdings, LLC
|
|
Delaware
|
|
|
|
CFK Holdings, Inc.
|
|
Delaware
|
|
|
|
CFN Holdings, LLC
|
|
Delaware
|
|
88.6
|
%
|
Point Lisas Nitrogen Limited
|
|
Trinidad and Tobago
|
|
50
|
%
|
Terra Environmental Technologies LLC
|
|
Delaware
|
|
|
|
Terra International (Canada) Inc.
|
|
Canada
|
|
|
|
Terra International (Oklahoma) LLC
|
|
Delaware
|
|
88.6
|
%
|
Terra Nitrogen, Limited Partnership
|
|
Delaware
|
|
88.6
|
%
|
1.
|
I have reviewed this Annual Report on Form 10-K of CF Industries Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
February 22, 2019
|
|
/s/ W. ANTHONY WILL
|
|
|
|
W. Anthony Will
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of CF Industries Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
February 22, 2019
|
|
/s/ DENNIS P. KELLEHER
|
|
|
|
Dennis P. Kelleher
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ W. ANTHONY WILL
|
|
|
W. Anthony Will
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
Date:
|
February 22, 2019
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ DENNIS P. KELLEHER
|
|
|
Dennis P. Kelleher
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
Date:
|
February 22, 2019
|
|