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FORM 10-Q
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(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2015
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
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Commission file number 001-32597
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Delaware
(State or other jurisdiction of
incorporation or organization)
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20-2697511
(I.R.S. Employer
Identification No.)
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4 Parkway North, Suite 400
Deerfield, Illinois
(Address of principal executive offices)
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60015
(Zip Code)
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(847) 405-2400
(Registrant's telephone number, including area code)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Three months ended
March 31, |
||||||
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2015
|
|
2014
|
||||
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(in millions, except per share amounts)
|
||||||
Net sales
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$
|
953.6
|
|
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$
|
1,132.6
|
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Cost of sales
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537.8
|
|
|
689.8
|
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||
Gross margin
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415.8
|
|
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442.8
|
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||
Selling, general and administrative expenses
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40.1
|
|
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41.7
|
|
||
Other operating—net
|
18.2
|
|
|
(5.8
|
)
|
||
Total other operating costs and expenses
|
58.3
|
|
|
35.9
|
|
||
Gain on sale of phosphate business
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—
|
|
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747.1
|
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||
Equity in earnings of operating affiliates
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9.7
|
|
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15.8
|
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||
Operating earnings
|
367.2
|
|
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1,169.8
|
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||
Interest expense
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33.9
|
|
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40.0
|
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||
Interest income
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(0.4
|
)
|
|
(0.2
|
)
|
||
Other non-operating—net
|
—
|
|
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(0.1
|
)
|
||
Earnings before income taxes and equity in earnings of non-operating affiliates
|
333.7
|
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1,130.1
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||
Income tax provision
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112.7
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|
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413.2
|
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||
Equity in earnings of non-operating affiliates—net of taxes
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14.9
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3.5
|
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||
Net earnings
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235.9
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|
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720.4
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||
Less: Net earnings attributable to noncontrolling interest
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5.3
|
|
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11.9
|
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||
Net earnings attributable to common stockholders
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$
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230.6
|
|
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$
|
708.5
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Net earnings per share attributable to common stockholders:
|
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Basic
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$
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4.81
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$
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12.94
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Diluted
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$
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4.79
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$
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12.90
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Weighted-average common shares outstanding:
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Basic
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47.9
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54.8
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Diluted
|
48.1
|
|
|
54.9
|
|
||
Dividends declared per common share
|
$
|
1.50
|
|
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$
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1.00
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Three months ended
March 31, |
||||||
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2015
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2014
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(in millions)
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||||||
Net earnings
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$
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235.9
|
|
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$
|
720.4
|
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Other comprehensive income (loss):
|
|
|
|
|
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||
Foreign currency translation adjustment—net of taxes
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(86.3
|
)
|
|
(16.9
|
)
|
||
Unrealized gain on securities—net of taxes
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—
|
|
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0.1
|
|
||
Defined benefit plans—net of taxes
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5.8
|
|
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7.4
|
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(80.5
|
)
|
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(9.4
|
)
|
||
Comprehensive income
|
155.4
|
|
|
711.0
|
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||
Less: Comprehensive income attributable to noncontrolling interest
|
5.3
|
|
|
11.9
|
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||
Comprehensive income attributable to common stockholders
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$
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150.1
|
|
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$
|
699.1
|
|
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(Unaudited)
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|
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||||
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March 31,
2015 |
|
December 31,
2014 |
||||
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(in millions, except share
and per share amounts)
|
||||||
Assets
|
|
|
|
|
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Current assets:
|
|
|
|
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Cash and cash equivalents
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$
|
1,778.8
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$
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1,996.6
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Restricted cash
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63.3
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86.1
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||
Accounts receivable—net
|
167.1
|
|
|
191.5
|
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||
Inventories
|
267.7
|
|
|
202.9
|
|
||
Deferred income taxes
|
55.1
|
|
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84.0
|
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||
Prepaid income taxes
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27.7
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|
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34.8
|
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||
Other current assets
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20.0
|
|
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18.6
|
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||
Total current assets
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2,379.7
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|
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2,614.5
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Property, plant and equipment—net
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5,925.0
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5,525.8
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Investments in and advances to affiliates
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853.5
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861.5
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Goodwill
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2,090.4
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2,092.8
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Other assets
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236.7
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|
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243.6
|
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||
Total assets
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$
|
11,485.3
|
|
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$
|
11,338.2
|
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Liabilities and Equity
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Current liabilities:
|
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Accounts payable and accrued expenses
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$
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693.2
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$
|
589.9
|
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Income taxes payable
|
79.4
|
|
|
16.0
|
|
||
Customer advances
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495.2
|
|
|
325.4
|
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||
Other current liabilities
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43.5
|
|
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48.4
|
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||
Total current liabilities
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1,311.3
|
|
|
979.7
|
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||
Long-term debt
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4,592.5
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4,592.5
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||
Deferred income taxes
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783.0
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|
|
818.6
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Other noncurrent liabilities
|
380.0
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374.9
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Equity:
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Stockholders' equity:
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Preferred stock—$0.01 par value, 50,000,000 shares authorized
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—
|
|
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—
|
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Common stock—$0.01 par value, 500,000,000 shares authorized, 2015—49,219,895 shares issued and 2014—49,180,828 shares issued
|
0.5
|
|
|
0.5
|
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||
Paid-in capital
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1,426.5
|
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|
1,415.9
|
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Retained earnings
|
3,334.1
|
|
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3,175.3
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Treasury stock—at cost, 2015—1,658,165 shares and 2014—846,218 shares
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(458.9
|
)
|
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(222.2
|
)
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Accumulated other comprehensive loss
|
(240.3
|
)
|
|
(159.8
|
)
|
||
Total stockholders' equity
|
4,061.9
|
|
|
4,209.7
|
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||
Noncontrolling interest
|
356.6
|
|
|
362.8
|
|
||
Total equity
|
4,418.5
|
|
|
4,572.5
|
|
||
Total liabilities and equity
|
$
|
11,485.3
|
|
|
$
|
11,338.2
|
|
|
Common Stockholders
|
|
|
|
|
||||||||||||||||||||||||||
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$0.01 Par
Value
Common
Stock
|
|
Treasury
Stock
|
|
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Stockholders'
Equity
|
|
Noncontrolling
Interest
|
|
Total
Equity
|
||||||||||||||||
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(in millions)
|
||||||||||||||||||||||||||||||
Balance as of December 31, 2013
|
$
|
0.6
|
|
|
$
|
(201.8
|
)
|
|
$
|
1,594.3
|
|
|
$
|
3,725.6
|
|
|
$
|
(42.6
|
)
|
|
$
|
5,076.1
|
|
|
$
|
362.3
|
|
|
$
|
5,438.4
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
708.5
|
|
|
—
|
|
|
708.5
|
|
|
11.9
|
|
|
720.4
|
|
||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.9
|
)
|
|
(16.9
|
)
|
|
—
|
|
|
(16.9
|
)
|
||||||||
Unrealized net gain on securities—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||||||
Defined benefit plans—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.4
|
|
|
7.4
|
|
|
—
|
|
|
7.4
|
|
||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
699.1
|
|
|
11.9
|
|
|
711.0
|
|
||||||||
Purchases of treasury stock
|
—
|
|
|
(794.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(794.0
|
)
|
|
—
|
|
|
(794.0
|
)
|
||||||||
Issuance of $0.01 par value common stock under employee stock plans
|
—
|
|
|
—
|
|
|
9.4
|
|
|
—
|
|
|
—
|
|
|
9.4
|
|
|
—
|
|
|
9.4
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
|
3.8
|
|
||||||||
Excess tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
|
4.5
|
|
||||||||
Cash dividends ($1.00 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(55.2
|
)
|
|
—
|
|
|
(55.2
|
)
|
|
—
|
|
|
(55.2
|
)
|
||||||||
Distributions declared to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.6
|
)
|
|
(9.6
|
)
|
||||||||
Balance as of March 31, 2014
|
$
|
0.6
|
|
|
$
|
(995.8
|
)
|
|
$
|
1,612.0
|
|
|
$
|
4,378.9
|
|
|
$
|
(52.0
|
)
|
|
$
|
4,943.7
|
|
|
$
|
364.6
|
|
|
$
|
5,308.3
|
|
Balance as of December 31, 2014
|
$
|
0.5
|
|
|
$
|
(222.2
|
)
|
|
$
|
1,415.9
|
|
|
$
|
3,175.3
|
|
|
$
|
(159.8
|
)
|
|
$
|
4,209.7
|
|
|
$
|
362.8
|
|
|
$
|
4,572.5
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
230.6
|
|
|
—
|
|
|
230.6
|
|
|
5.3
|
|
|
235.9
|
|
||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86.3
|
)
|
|
(86.3
|
)
|
|
—
|
|
|
(86.3
|
)
|
||||||||
Defined benefit plans—net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.8
|
|
|
5.8
|
|
|
—
|
|
|
5.8
|
|
||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150.1
|
|
|
5.3
|
|
|
155.4
|
|
||||||||
Purchases of treasury stock
|
—
|
|
|
(236.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(236.6
|
)
|
|
—
|
|
|
(236.6
|
)
|
||||||||
Acquisition of treasury stock under employee stock plans
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||||||
Issuance of $0.01 par value common stock under employee stock plans
|
—
|
|
|
—
|
|
|
5.7
|
|
|
—
|
|
|
—
|
|
|
5.7
|
|
|
—
|
|
|
5.7
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
3.4
|
|
||||||||
Excess tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
||||||||
Cash dividends ($1.50 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(71.8
|
)
|
|
—
|
|
|
(71.8
|
)
|
|
—
|
|
|
(71.8
|
)
|
||||||||
Distributions declared to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.5
|
)
|
|
(11.5
|
)
|
||||||||
Balance as of March 31, 2015
|
$
|
0.5
|
|
|
$
|
(458.9
|
)
|
|
$
|
1,426.5
|
|
|
$
|
3,334.1
|
|
|
$
|
(240.3
|
)
|
|
$
|
4,061.9
|
|
|
$
|
356.6
|
|
|
$
|
4,418.5
|
|
|
Three months ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Operating Activities:
|
|
|
|
|
|
||
Net earnings
|
$
|
235.9
|
|
|
$
|
720.4
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
115.4
|
|
|
105.3
|
|
||
Deferred income taxes
|
0.3
|
|
|
17.1
|
|
||
Stock-based compensation expense
|
3.9
|
|
|
3.8
|
|
||
Excess tax benefit from stock-based compensation
|
(1.5
|
)
|
|
(4.5
|
)
|
||
Unrealized (gain) loss on derivatives
|
(10.6
|
)
|
|
21.9
|
|
||
Gain on sale of phosphate business
|
—
|
|
|
(747.1
|
)
|
||
Loss on disposal of property, plant and equipment
|
5.5
|
|
|
0.1
|
|
||
Undistributed earnings of affiliates—net of taxes
|
(18.4
|
)
|
|
(11.4
|
)
|
||
Changes in:
|
|
|
|
|
|
||
Accounts receivable—net
|
24.1
|
|
|
32.2
|
|
||
Inventories
|
(68.0
|
)
|
|
(112.3
|
)
|
||
Accrued and prepaid income taxes
|
83.6
|
|
|
279.9
|
|
||
Accounts payable and accrued expenses
|
(10.6
|
)
|
|
67.4
|
|
||
Customer advances
|
169.8
|
|
|
356.8
|
|
||
Other—net
|
1.5
|
|
|
20.4
|
|
||
Net cash provided by operating activities
|
530.9
|
|
|
750.0
|
|
||
Investing Activities:
|
|
|
|
|
|
||
Additions to property, plant and equipment
|
(444.8
|
)
|
|
(392.4
|
)
|
||
Proceeds from sale of property, plant and equipment
|
3.3
|
|
|
1.3
|
|
||
Proceeds from sale of phosphate business
|
—
|
|
|
1,353.6
|
|
||
Deposits to restricted cash funds
|
—
|
|
|
(505.0
|
)
|
||
Withdrawals from restricted cash funds
|
22.8
|
|
|
5.7
|
|
||
Other—net
|
(10.9
|
)
|
|
5.8
|
|
||
Net cash (used in) provided by investing activities
|
(429.6
|
)
|
|
469.0
|
|
||
Financing Activities:
|
|
|
|
|
|
||
Proceeds from long-term borrowings
|
—
|
|
|
1,494.2
|
|
||
Financing fees
|
(2.0
|
)
|
|
(15.7
|
)
|
||
Dividends paid on common stock
|
(71.8
|
)
|
|
(55.2
|
)
|
||
Distributions to noncontrolling interest
|
(11.5
|
)
|
|
(9.6
|
)
|
||
Purchases of treasury stock
|
(236.2
|
)
|
|
(781.8
|
)
|
||
Issuances of common stock under employee stock plans
|
5.7
|
|
|
9.4
|
|
||
Excess tax benefit from stock-based compensation
|
1.5
|
|
|
4.5
|
|
||
Other—net
|
—
|
|
|
(43.0
|
)
|
||
Net cash (used in) provided by financing activities
|
(314.3
|
)
|
|
602.8
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(4.8
|
)
|
|
(2.4
|
)
|
||
(Decrease) increase in cash and cash equivalents
|
(217.8
|
)
|
|
1,819.4
|
|
||
Cash and cash equivalents at beginning of period
|
1,996.6
|
|
|
1,710.8
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,778.8
|
|
|
$
|
3,530.2
|
|
|
Three months ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(in millions, except per share amounts)
|
||||||
Net earnings attributable to common stockholders
|
$
|
230.6
|
|
|
$
|
708.5
|
|
Basic earnings per common share:
|
|
|
|
|
|
||
Weighted-average common shares outstanding
|
47.9
|
|
|
54.8
|
|
||
Net earnings attributable to common stockholders
|
$
|
4.81
|
|
|
$
|
12.94
|
|
Diluted earnings per common share:
|
|
|
|
|
|
||
Weighted-average common shares outstanding
|
47.9
|
|
|
54.8
|
|
||
Dilutive common shares—stock options
|
0.2
|
|
|
0.1
|
|
||
Diluted weighted-average shares outstanding
|
48.1
|
|
|
54.9
|
|
||
Net earnings attributable to common stockholders
|
$
|
4.79
|
|
|
$
|
12.90
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
|
(in millions)
|
||||||
Finished goods
|
$
|
244.6
|
|
|
$
|
179.5
|
|
Raw materials, spare parts and supplies
|
23.1
|
|
|
23.4
|
|
||
|
$
|
267.7
|
|
|
$
|
202.9
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
|
(in millions)
|
||||||
Land
|
$
|
47.9
|
|
|
$
|
48.4
|
|
Machinery and equipment
|
5,276.0
|
|
|
5,268.7
|
|
||
Buildings and improvements
|
159.3
|
|
|
160.7
|
|
||
Construction in progress
(1)
|
2,998.9
|
|
|
2,559.0
|
|
||
|
8,482.1
|
|
|
8,036.8
|
|
||
Less: Accumulated depreciation and amortization
|
2,557.1
|
|
|
2,511.0
|
|
||
|
$
|
5,925.0
|
|
|
$
|
5,525.8
|
|
(1)
|
As of
March 31, 2015
and
December 31, 2014
, we had construction in progress that was accrued but unpaid of
$389.7 million
and
$279.0 million
, respectively. These amounts included accruals related to our capacity expansion projects of
$348.3 million
and
$244.3 million
as of
March 31, 2015
and
December 31, 2014
, respectively.
|
|
Three months ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Net capitalized turnaround costs:
|
|
|
|
|
|
||
Beginning balance
|
$
|
153.2
|
|
|
$
|
119.8
|
|
Additions
|
26.5
|
|
|
17.1
|
|
||
Depreciation
|
(13.7
|
)
|
|
(18.7
|
)
|
||
Effect of exchange rate changes
|
(1.7
|
)
|
|
(0.6
|
)
|
||
Ending balance
|
$
|
164.3
|
|
|
$
|
117.6
|
|
|
Ammonia
|
|
Granular Urea
|
|
UAN
|
|
Other
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balance as of December 31, 2014
|
$
|
578.7
|
|
|
$
|
829.6
|
|
|
$
|
577.0
|
|
|
$
|
107.5
|
|
|
$
|
2,092.8
|
|
Effect of exchange rate changes
|
(0.7
|
)
|
|
(1.0
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
(2.4
|
)
|
|||||
Balance as of March 31, 2015
|
$
|
578.0
|
|
|
$
|
828.6
|
|
|
$
|
576.3
|
|
|
$
|
107.5
|
|
|
$
|
2,090.4
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
50.0
|
|
|
$
|
(13.9
|
)
|
|
$
|
36.1
|
|
|
$
|
50.0
|
|
|
$
|
(13.2
|
)
|
|
$
|
36.8
|
|
TerraCair brand
|
10.0
|
|
|
(10.0
|
)
|
|
—
|
|
|
10.0
|
|
|
(5.0
|
)
|
|
5.0
|
|
||||||
Total intangible assets
|
$
|
60.0
|
|
|
$
|
(23.9
|
)
|
|
$
|
36.1
|
|
|
$
|
60.0
|
|
|
$
|
(18.2
|
)
|
|
$
|
41.8
|
|
|
Estimated
Amortization
Expense
|
||
|
(in millions)
|
||
Remainder of 2015
|
$
|
2.1
|
|
2016
|
2.8
|
|
|
2017
|
2.8
|
|
|
2018
|
2.8
|
|
|
2019
|
2.8
|
|
|
2020
|
2.8
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
|
(in millions)
|
||||||
Operating equity method investments
|
$
|
376.3
|
|
|
$
|
377.6
|
|
Non-operating equity method investments
|
477.2
|
|
|
483.9
|
|
||
Investments in and advances to affiliates
|
$
|
853.5
|
|
|
$
|
861.5
|
|
|
Three months ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Summarized statement of operations information:
|
|
|
|
|
|
||
Net sales
|
$
|
75.2
|
|
|
$
|
75.2
|
|
Net earnings
|
$
|
23.0
|
|
|
$
|
24.8
|
|
Equity in earnings of operating affiliates
|
$
|
9.7
|
|
|
$
|
15.8
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
|
(in millions)
|
||||||
Summarized balance sheet information:
|
|
|
|
|
|
||
Current assets
|
$
|
91.0
|
|
|
$
|
111.2
|
|
Noncurrent assets
|
137.2
|
|
|
130.5
|
|
||
Total assets
|
$
|
228.2
|
|
|
$
|
241.7
|
|
Current liabilities
|
$
|
25.8
|
|
|
$
|
39.4
|
|
Noncurrent liabilities
|
21.0
|
|
|
22.0
|
|
||
Equity
|
181.4
|
|
|
180.3
|
|
||
Total liabilities and equity
|
$
|
228.2
|
|
|
$
|
241.7
|
|
|
Three months ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Summarized statement of operations information:
|
|
|
|
|
|
||
Net sales
|
$
|
470.2
|
|
|
$
|
570.3
|
|
Net earnings
|
$
|
35.3
|
|
|
$
|
22.4
|
|
Equity in earnings of non-operating affiliates—net of taxes
|
$
|
14.9
|
|
|
$
|
3.5
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
|
(in millions)
|
||||||
Summarized balance sheet information:
|
|
|
|
|
|
||
Current assets
|
$
|
523.7
|
|
|
$
|
499.8
|
|
Noncurrent assets
|
281.5
|
|
|
298.2
|
|
||
Total assets
|
$
|
805.2
|
|
|
$
|
798.0
|
|
Current liabilities
|
$
|
287.9
|
|
|
$
|
290.7
|
|
Noncurrent liabilities
|
174.7
|
|
|
186.9
|
|
||
Equity
|
342.6
|
|
|
320.4
|
|
||
Total liabilities and equity
|
$
|
805.2
|
|
|
$
|
798.0
|
|
|
March 31, 2015
|
||||||||||||||
|
Cost Basis
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair Value
|
||||||||
|
(in millions)
|
||||||||||||||
Cash
|
$
|
62.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62.4
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
U.S. and Canadian government obligations
|
1,691.4
|
|
|
—
|
|
|
—
|
|
|
1,691.4
|
|
||||
Other debt securities
|
25.0
|
|
|
—
|
|
|
—
|
|
|
25.0
|
|
||||
Total cash and cash equivalents
|
$
|
1,778.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,778.8
|
|
Restricted cash
|
63.3
|
|
|
—
|
|
|
—
|
|
|
63.3
|
|
||||
Nonqualified employee benefit trusts
|
18.4
|
|
|
2.1
|
|
|
—
|
|
|
20.5
|
|
|
December 31, 2014
|
||||||||||||||
|
Cost Basis
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair Value
|
||||||||
|
(in millions)
|
||||||||||||||
Cash
|
$
|
71.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
71.3
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
U.S. and Canadian government obligations
|
1,916.3
|
|
|
—
|
|
|
—
|
|
|
1,916.3
|
|
||||
Other debt securities
|
9.0
|
|
|
—
|
|
|
—
|
|
|
9.0
|
|
||||
Total cash and cash equivalents
|
$
|
1,996.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,996.6
|
|
Restricted cash
|
86.1
|
|
|
—
|
|
|
—
|
|
|
86.1
|
|
||||
Nonqualified employee benefit trusts
|
17.4
|
|
|
2.0
|
|
|
—
|
|
|
19.4
|
|
|
March 31, 2015
|
||||||||||||||
|
Total Fair
Value
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in millions)
|
||||||||||||||
Cash equivalents
|
$
|
1,716.4
|
|
|
$
|
1,716.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
63.3
|
|
|
63.3
|
|
|
—
|
|
|
—
|
|
||||
Derivative assets
|
6.2
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
||||
Nonqualified employee benefit trusts
|
20.5
|
|
|
20.5
|
|
|
—
|
|
|
—
|
|
||||
Derivative liabilities
|
(43.5
|
)
|
|
—
|
|
|
(43.5
|
)
|
|
—
|
|
|
December 31, 2014
|
||||||||||||||
|
Total Fair
Value
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in millions)
|
||||||||||||||
Cash equivalents
|
$
|
1,925.3
|
|
|
$
|
1,925.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
86.1
|
|
|
86.1
|
|
|
—
|
|
|
—
|
|
||||
Derivative assets
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
||||
Nonqualified employee benefit trusts
|
19.4
|
|
|
19.4
|
|
|
—
|
|
|
—
|
|
||||
Derivative liabilities
|
(48.4
|
)
|
|
—
|
|
|
(48.4
|
)
|
|
—
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
|
(in millions)
|
||||||||||||||
Long-term debt
|
$
|
4,592.5
|
|
|
$
|
5,086.6
|
|
|
$
|
4,592.5
|
|
|
$
|
4,969.3
|
|
|
Three months ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Interest on borrowings
(1)
|
$
|
63.5
|
|
|
$
|
47.9
|
|
Fees on financing agreements
(1)
|
1.4
|
|
|
3.5
|
|
||
Interest on tax liabilities
|
0.5
|
|
|
1.5
|
|
||
Interest capitalized
|
(31.5
|
)
|
|
(12.9
|
)
|
||
|
$
|
33.9
|
|
|
$
|
40.0
|
|
(1)
|
See Note
12—Financing Agreements
for additional information.
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
|
|
(in millions)
|
||||||
Unsecured senior notes:
|
|
|
|
|
|
|
||
6.875% due 2018
|
|
$
|
800.0
|
|
|
$
|
800.0
|
|
7.125% due 2020
|
|
800.0
|
|
|
800.0
|
|
||
3.450% due 2023
|
|
749.4
|
|
|
749.4
|
|
||
5.150% due 2034
|
|
746.2
|
|
|
746.2
|
|
||
4.950% due 2043
|
|
748.8
|
|
|
748.8
|
|
||
5.375% due 2044
|
|
748.1
|
|
|
748.1
|
|
||
|
|
4,592.5
|
|
|
4,592.5
|
|
||
Less: Current portion
|
|
—
|
|
|
—
|
|
||
Net long-term debt
|
|
$
|
4,592.5
|
|
|
$
|
4,592.5
|
|
|
Three months ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Noncontrolling interest:
|
|
|
|
|
|
||
Beginning balance
|
$
|
362.8
|
|
|
$
|
362.3
|
|
Earnings attributable to noncontrolling interest
|
5.3
|
|
|
11.9
|
|
||
Declaration of distributions payable
|
(11.5
|
)
|
|
(9.6
|
)
|
||
Ending balance
|
$
|
356.6
|
|
|
$
|
364.6
|
|
Distributions payable to noncontrolling interest:
|
|
|
|
|
|
||
Beginning balance
|
$
|
—
|
|
|
$
|
—
|
|
Declaration of distributions payable
|
11.5
|
|
|
9.6
|
|
||
Distributions to noncontrolling interest
|
(11.5
|
)
|
|
(9.6
|
)
|
||
Ending balance
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain (loss) recognized in income
|
||||||||
|
|
|
Three months ended
March 31, |
||||||
Location
|
|
2015
|
|
2014
|
|||||
|
|
|
(in millions)
|
||||||
Natural gas derivatives
|
Cost of sales
|
|
$
|
28.7
|
|
|
$
|
(22.6
|
)
|
Foreign exchange contracts
|
Other operating—net
|
|
(12.3
|
)
|
|
(4.9
|
)
|
||
Unrealized gains (losses) recognized in income
|
|
$
|
16.4
|
|
|
$
|
(27.5
|
)
|
|
Gain (loss) in income
|
||||||
|
Three months ended
March 31, |
||||||
All Derivatives
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Unrealized gains (losses)
|
$
|
16.4
|
|
|
$
|
(27.5
|
)
|
Realized (losses) gains
|
(43.7
|
)
|
|
62.0
|
|
||
Net derivative (losses) gains
|
$
|
(27.3
|
)
|
|
$
|
34.5
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
Balance Sheet
Location
|
|
March 31, 2015
|
|
December 31, 2014
|
|
Balance Sheet
Location
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||
|
|
|
(in millions)
|
|
|
|
(in millions)
|
||||||||||||
Foreign exchange contracts
|
Other current assets
|
|
$
|
1.2
|
|
|
$
|
—
|
|
|
Other current liabilities
|
|
$
|
(36.0
|
)
|
|
$
|
(22.4
|
)
|
Foreign exchange contracts
|
Other noncurrent assets
|
|
—
|
|
|
—
|
|
|
Other noncurrent liabilities
|
|
—
|
|
|
—
|
|
||||
Natural gas derivatives
|
Other current assets
|
|
5.0
|
|
|
0.5
|
|
|
Other current liabilities
|
|
(7.5
|
)
|
|
(26.0
|
)
|
||||
Natural gas derivatives
|
Other noncurrent assets
|
|
—
|
|
|
—
|
|
|
Other noncurrent liabilities
|
|
—
|
|
|
—
|
|
||||
Total derivatives
|
|
|
$
|
6.2
|
|
|
$
|
0.5
|
|
|
|
|
$
|
(43.5
|
)
|
|
$
|
(48.4
|
)
|
Current / Noncurrent totals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Other current assets
|
|
$
|
6.2
|
|
|
$
|
0.5
|
|
|
Other current liabilities
|
|
$
|
(43.5
|
)
|
|
$
|
(48.4
|
)
|
|
Other noncurrent assets
|
|
—
|
|
|
—
|
|
|
Other noncurrent liabilities
|
|
—
|
|
|
—
|
|
||||
Total derivatives
|
|
|
$
|
6.2
|
|
|
$
|
0.5
|
|
|
|
|
$
|
(43.5
|
)
|
|
$
|
(48.4
|
)
|
|
Amounts
presented in
consolidated
balance
sheets
(1)
|
|
Gross amounts not offset in consolidated balance sheets
|
|
|
||||||||||
|
|
Financial
instruments
|
|
Cash
collateral
received
(pledged)
|
|
Net
amount
|
|||||||||
|
(in millions)
|
||||||||||||||
March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative assets
|
$
|
6.2
|
|
|
$
|
5.8
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
Total derivative liabilities
|
43.5
|
|
|
5.8
|
|
|
—
|
|
|
37.7
|
|
||||
Net liabilities
|
$
|
(37.3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(37.3
|
)
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total derivative assets
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total derivative liabilities
|
48.4
|
|
|
0.5
|
|
|
—
|
|
|
47.9
|
|
||||
Net liabilities
|
$
|
(47.9
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(47.9
|
)
|
(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.
|
|
2014 Program
|
|
2012 Program
|
||||||||||
|
Shares
|
|
Amounts
|
|
Shares
|
|
Amounts
|
||||||
|
(in millions)
|
||||||||||||
Shares repurchased as of December 31, 2013
|
—
|
|
|
$
|
—
|
|
|
7.3
|
|
|
$
|
1,449.3
|
|
Shares repurchased in 2014:
|
|
|
|
|
|
|
|
||||||
First quarter
|
—
|
|
|
$
|
—
|
|
|
3.2
|
|
|
$
|
793.9
|
|
Second quarter
|
—
|
|
|
—
|
|
|
3.1
|
|
|
756.8
|
|
||
Third quarter
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Fourth quarter
|
1.4
|
|
|
372.8
|
|
|
—
|
|
|
—
|
|
||
Total shares repurchased in 2014
|
1.4
|
|
|
372.8
|
|
|
6.3
|
|
|
1,550.7
|
|
||
Shares repurchased as of December 31, 2014
|
1.4
|
|
|
$
|
372.8
|
|
|
13.6
|
|
|
$
|
3,000.0
|
|
Shares repurchased in 2015:
|
|
|
|
|
|
|
|
||||||
First quarter
|
0.8
|
|
|
$
|
236.6
|
|
|
|
|
|
|||
Shares repurchased as of March 31, 2015
|
2.2
|
|
|
$
|
609.4
|
|
|
|
|
|
|
Foreign
Currency
Translation
Adjustment
|
|
Unrealized
Gain (Loss)
on
Securities
|
|
Unrealized
Gain (Loss)
on
Derivatives
|
|
Defined
Benefit
Plans
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balance as of December 31, 2013
|
$
|
31.9
|
|
|
$
|
0.6
|
|
|
$
|
6.5
|
|
|
$
|
(81.6
|
)
|
|
$
|
(42.6
|
)
|
Unrealized gain
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Reclassification to earnings
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
0.5
|
|
|
0.4
|
|
|||||
Gain arising during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|
2.7
|
|
|||||
Effect of exchange rate changes and deferred taxes
|
(16.9
|
)
|
|
0.1
|
|
|
—
|
|
|
4.2
|
|
|
(12.6
|
)
|
|||||
Balance as of March 31, 2014
|
$
|
15.0
|
|
|
$
|
0.7
|
|
|
$
|
6.5
|
|
|
$
|
(74.2
|
)
|
|
$
|
(52.0
|
)
|
Balance as of December 31, 2014
|
$
|
(40.5
|
)
|
|
$
|
0.8
|
|
|
$
|
4.7
|
|
|
$
|
(124.8
|
)
|
|
$
|
(159.8
|
)
|
Unrealized gain
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Reclassification to earnings
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
1.4
|
|
|
1.3
|
|
|||||
Effect of exchange rate changes and deferred taxes
|
(86.3
|
)
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
(81.9
|
)
|
|||||
Balance as of March 31, 2015
|
$
|
(126.8
|
)
|
|
$
|
0.8
|
|
|
$
|
4.7
|
|
|
$
|
(119.0
|
)
|
|
$
|
(240.3
|
)
|
|
|
Three months ended
March 31, |
||||||
|
|
2015
|
|
2014
|
||||
|
|
(in millions)
|
||||||
Unrealized (Gain) Loss on Securities
|
|
|
|
|
|
|
||
Available-for-sale securities
(1)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
Total before tax
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Tax effect
|
|
—
|
|
|
—
|
|
||
Net of tax
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
Defined Benefit Plans
|
|
|
|
|
|
|
||
Amortization of prior service (benefit) cost
(2)
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
Amortization of net loss
(2)
|
|
1.7
|
|
|
0.5
|
|
||
Total before tax
|
|
1.4
|
|
|
0.5
|
|
||
Tax effect
|
|
(0.5
|
)
|
|
(0.2
|
)
|
||
Net of tax
|
|
$
|
0.9
|
|
|
$
|
0.3
|
|
Total reclassifications for the period
|
|
$
|
0.8
|
|
|
$
|
0.2
|
|
(1)
|
Represents the amount that was reclassified into interest income.
|
(2)
|
These components are included in the computation of net periodic pension cost and were reclassified from AOCI into cost of sales and selling, general and administrative expenses.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ammonia
|
|
Granular
Urea
(1)
|
|
UAN
(1)
|
|
Other
(1)
|
|
Phosphate
|
|
Consolidated
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Three months ended March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
$
|
287.7
|
|
|
$
|
212.2
|
|
|
$
|
355.7
|
|
|
$
|
98.0
|
|
|
$
|
—
|
|
|
$
|
953.6
|
|
Cost of sales
|
167.8
|
|
|
100.1
|
|
|
197.0
|
|
|
72.9
|
|
|
—
|
|
|
537.8
|
|
||||||
Gross margin
|
$
|
119.9
|
|
|
$
|
112.1
|
|
|
$
|
158.7
|
|
|
$
|
25.1
|
|
|
$
|
—
|
|
|
415.8
|
|
|
Total other operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58.3
|
|
||||||
Equity in earnings of operating affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.7
|
|
||||||
Operating earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
367.2
|
|
|||||
Three months ended March 31, 2014
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
$
|
272.4
|
|
|
$
|
216.2
|
|
|
$
|
399.9
|
|
|
$
|
99.0
|
|
|
$
|
145.1
|
|
|
$
|
1,132.6
|
|
Cost of sales
|
148.1
|
|
|
114.5
|
|
|
217.8
|
|
|
72.8
|
|
|
136.6
|
|
|
689.8
|
|
||||||
Gross margin
|
$
|
124.3
|
|
|
$
|
101.7
|
|
|
$
|
182.1
|
|
|
$
|
26.2
|
|
|
$
|
8.5
|
|
|
442.8
|
|
|
Total other operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35.9
|
|
||||||
Gain on sale of phosphate business
|
|
|
|
|
|
|
|
|
|
|
747.1
|
|
|||||||||||
Equity in earnings of operating affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.8
|
|
||||||
Operating earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,169.8
|
|
(1)
|
The cost of ammonia that is upgraded into other products is transferred at cost into the upgraded product results.
|
(2)
|
As discussed in Note
1—Background and Basis of Presentation
, in the third quarter of 2014, we changed the composition of our reportable segments. Prior-year results have been recast to conform with the new presentation of reportable segments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2015
|
||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
81.3
|
|
|
$
|
1,003.8
|
|
|
$
|
(131.5
|
)
|
|
$
|
953.6
|
|
Cost of sales
|
—
|
|
|
81.3
|
|
|
588.0
|
|
|
(131.5
|
)
|
|
537.8
|
|
|||||
Gross margin
|
—
|
|
|
—
|
|
|
415.8
|
|
|
—
|
|
|
415.8
|
|
|||||
Selling, general and administrative expenses
|
0.8
|
|
|
0.3
|
|
|
39.0
|
|
|
—
|
|
|
40.1
|
|
|||||
Other operating—net
|
—
|
|
|
(5.2
|
)
|
|
23.4
|
|
|
—
|
|
|
18.2
|
|
|||||
Total other operating costs and expenses
|
0.8
|
|
|
(4.9
|
)
|
|
62.4
|
|
|
—
|
|
|
58.3
|
|
|||||
Equity in earnings of operating affiliates
|
—
|
|
|
—
|
|
|
9.7
|
|
|
—
|
|
|
9.7
|
|
|||||
Operating (losses) earnings
|
(0.8
|
)
|
|
4.9
|
|
|
363.1
|
|
|
—
|
|
|
367.2
|
|
|||||
Interest expense
|
—
|
|
|
64.9
|
|
|
(31.0
|
)
|
|
—
|
|
|
33.9
|
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||||
Net (earnings) of wholly-owned subsidiaries
|
(231.1
|
)
|
|
(270.7
|
)
|
|
—
|
|
|
501.8
|
|
|
—
|
|
|||||
Other non-operating—net
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|||||
Earnings before income taxes and equity in earnings of non-operating affiliates
|
230.3
|
|
|
210.6
|
|
|
394.6
|
|
|
(501.8
|
)
|
|
333.7
|
|
|||||
Income tax (benefit) provision
|
(0.3
|
)
|
|
(20.5
|
)
|
|
133.5
|
|
|
—
|
|
|
112.7
|
|
|||||
Equity in earnings of non-operating affiliates—net of taxes
|
—
|
|
|
—
|
|
|
14.9
|
|
|
—
|
|
|
14.9
|
|
|||||
Net earnings
|
230.6
|
|
|
231.1
|
|
|
276.0
|
|
|
(501.8
|
)
|
|
235.9
|
|
|||||
Less: Net earnings attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
5.3
|
|
|
—
|
|
|
5.3
|
|
|||||
Net earnings attributable to common stockholders
|
$
|
230.6
|
|
|
$
|
231.1
|
|
|
$
|
270.7
|
|
|
$
|
(501.8
|
)
|
|
$
|
230.6
|
|
|
Three months ended March 31, 2015
|
||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Net earnings
|
$
|
230.6
|
|
|
$
|
231.1
|
|
|
$
|
276.0
|
|
|
$
|
(501.8
|
)
|
|
$
|
235.9
|
|
Other comprehensive income (losses)
|
(80.5
|
)
|
|
(80.5
|
)
|
|
(80.5
|
)
|
|
161.0
|
|
|
(80.5
|
)
|
|||||
Comprehensive income
|
150.1
|
|
|
150.6
|
|
|
195.5
|
|
|
(340.8
|
)
|
|
155.4
|
|
|||||
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
5.3
|
|
|
—
|
|
|
5.3
|
|
|||||
Comprehensive income attributable to common stockholders
|
$
|
150.1
|
|
|
$
|
150.6
|
|
|
$
|
190.2
|
|
|
$
|
(340.8
|
)
|
|
$
|
150.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2014
|
||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
372.0
|
|
|
$
|
1,223.0
|
|
|
$
|
(462.4
|
)
|
|
$
|
1,132.6
|
|
Cost of sales
|
—
|
|
|
188.3
|
|
|
963.9
|
|
|
(462.4
|
)
|
|
689.8
|
|
|||||
Gross margin
|
—
|
|
|
183.7
|
|
|
259.1
|
|
|
—
|
|
|
442.8
|
|
|||||
Selling, general and administrative expenses
|
0.7
|
|
|
1.4
|
|
|
39.6
|
|
|
—
|
|
|
41.7
|
|
|||||
Other operating—net
|
—
|
|
|
(0.3
|
)
|
|
(5.5
|
)
|
|
—
|
|
|
(5.8
|
)
|
|||||
Total other operating costs and expenses
|
0.7
|
|
|
1.1
|
|
|
34.1
|
|
|
—
|
|
|
35.9
|
|
|||||
Gain on sale of phosphate business
|
—
|
|
|
761.5
|
|
|
(14.4
|
)
|
|
—
|
|
|
747.1
|
|
|||||
Equity in earnings of operating affiliates
|
—
|
|
|
—
|
|
|
15.8
|
|
|
—
|
|
|
15.8
|
|
|||||
Operating (losses) earnings
|
(0.7
|
)
|
|
944.1
|
|
|
226.4
|
|
|
—
|
|
|
1,169.8
|
|
|||||
Interest expense
|
—
|
|
|
49.4
|
|
|
(9.3
|
)
|
|
(0.1
|
)
|
|
40.0
|
|
|||||
Interest income
|
—
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
0.1
|
|
|
(0.2
|
)
|
|||||
Net (earnings) of wholly-owned subsidiaries
|
(709.0
|
)
|
|
(151.3
|
)
|
|
—
|
|
|
860.3
|
|
|
—
|
|
|||||
Other non-operating—net
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
Earnings before income taxes and equity in earnings (losses) of non-operating affiliates
|
708.3
|
|
|
1,046.2
|
|
|
235.9
|
|
|
(860.3
|
)
|
|
1,130.1
|
|
|||||
Income tax (benefit) provision
|
(0.2
|
)
|
|
337.1
|
|
|
76.3
|
|
|
—
|
|
|
413.2
|
|
|||||
Equity in (losses) earnings of non-operating affiliates—net of taxes
|
—
|
|
|
(0.1
|
)
|
|
3.6
|
|
|
—
|
|
|
3.5
|
|
|||||
Net earnings
|
708.5
|
|
|
709.0
|
|
|
163.2
|
|
|
(860.3
|
)
|
|
720.4
|
|
|||||
Less: Net earnings attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
11.9
|
|
|
—
|
|
|
11.9
|
|
|||||
Net earnings attributable to common stockholders
|
$
|
708.5
|
|
|
$
|
709.0
|
|
|
$
|
151.3
|
|
|
$
|
(860.3
|
)
|
|
$
|
708.5
|
|
|
Three months ended March 31, 2014
|
||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Net earnings
|
$
|
708.5
|
|
|
$
|
709.0
|
|
|
$
|
163.2
|
|
|
$
|
(860.3
|
)
|
|
$
|
720.4
|
|
Other comprehensive income (losses)
|
(9.4
|
)
|
|
(9.4
|
)
|
|
(9.4
|
)
|
|
18.8
|
|
|
(9.4
|
)
|
|||||
Comprehensive income
|
699.1
|
|
|
699.6
|
|
|
153.8
|
|
|
(841.5
|
)
|
|
711.0
|
|
|||||
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
11.9
|
|
|
—
|
|
|
11.9
|
|
|||||
Comprehensive income attributable to common stockholders
|
$
|
699.1
|
|
|
$
|
699.6
|
|
|
$
|
141.9
|
|
|
$
|
(841.5
|
)
|
|
$
|
699.1
|
|
|
March 31, 2015
|
||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Other
Subsidiaries
|
|
Eliminations
and
Reclassifications
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
58.7
|
|
|
$
|
1,720.1
|
|
|
$
|
—
|
|
|
$
|
1,778.8
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
63.3
|
|
|
—
|
|
|
63.3
|
|
|||||
Accounts and notes receivable—net
|
—
|
|
|
2,318.2
|
|
|
811.1
|
|
|
(2,962.2
|
)
|
|
167.1
|
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
267.7
|
|
|
—
|
|
|
267.7
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
55.1
|
|
|
—
|
|
|
55.1
|
|
|||||
Prepaid income taxes
|
2.2
|
|
|
2.9
|
|
|
27.7
|
|
|
(5.1
|
)
|
|
27.7
|
|
|||||
Other current assets
|
—
|
|
|
—
|
|
|
20.0
|
|
|
—
|
|
|
20.0
|
|
|||||
Total current assets
|
2.2
|
|
|
2,379.8
|
|
|
2,965.0
|
|
|
(2,967.3
|
)
|
|
2,379.7
|
|
|||||
Property, plant and equipment—net
|
—
|
|
|
—
|
|
|
5,925.0
|
|
|
—
|
|
|
5,925.0
|
|
|||||
Investments in and advances to affiliates
|
6,291.1
|
|
|
9,327.0
|
|
|
853.5
|
|
|
(15,618.1
|
)
|
|
853.5
|
|
|||||
Due from affiliates
|
570.7
|
|
|
—
|
|
|
1.7
|
|
|
(572.4
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
2,090.4
|
|
|
—
|
|
|
2,090.4
|
|
|||||
Other assets
|
—
|
|
|
64.8
|
|
|
171.9
|
|
|
—
|
|
|
236.7
|
|
|||||
Total assets
|
$
|
6,864.0
|
|
|
$
|
11,771.6
|
|
|
$
|
12,007.5
|
|
|
$
|
(19,157.8
|
)
|
|
$
|
11,485.3
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts and notes payable and accrued expenses
|
$
|
2,802.1
|
|
|
$
|
235.4
|
|
|
$
|
617.9
|
|
|
$
|
(2,962.2
|
)
|
|
$
|
693.2
|
|
Income taxes payable
|
—
|
|
|
—
|
|
|
84.5
|
|
|
(5.1
|
)
|
|
79.4
|
|
|||||
Customer advances
|
—
|
|
|
—
|
|
|
495.2
|
|
|
—
|
|
|
495.2
|
|
|||||
Other current liabilities
|
—
|
|
|
—
|
|
|
43.5
|
|
|
—
|
|
|
43.5
|
|
|||||
Total current liabilities
|
2,802.1
|
|
|
235.4
|
|
|
1,241.1
|
|
|
(2,967.3
|
)
|
|
1,311.3
|
|
|||||
Long-term debt
|
—
|
|
|
4,592.5
|
|
|
—
|
|
|
—
|
|
|
4,592.5
|
|
|||||
Deferred income taxes
|
—
|
|
|
44.5
|
|
|
738.5
|
|
|
—
|
|
|
783.0
|
|
|||||
Due to affiliates
|
—
|
|
|
572.4
|
|
|
—
|
|
|
(572.4
|
)
|
|
—
|
|
|||||
Other noncurrent liabilities
|
—
|
|
|
35.6
|
|
|
344.4
|
|
|
—
|
|
|
380.0
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Stockholders' equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred stock
|
—
|
|
|
—
|
|
|
16.4
|
|
|
(16.4
|
)
|
|
—
|
|
|||||
Common stock
|
0.5
|
|
|
—
|
|
|
1.1
|
|
|
(1.1
|
)
|
|
0.5
|
|
|||||
Paid-in capital
|
1,426.5
|
|
|
(12.6
|
)
|
|
8,283.5
|
|
|
(8,270.9
|
)
|
|
1,426.5
|
|
|||||
Retained earnings
|
3,334.1
|
|
|
6,544.1
|
|
|
1,266.6
|
|
|
(7,810.7
|
)
|
|
3,334.1
|
|
|||||
Treasury stock
|
(458.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(458.9
|
)
|
|||||
Accumulated other comprehensive income (loss)
|
(240.3
|
)
|
|
(240.3
|
)
|
|
(240.7
|
)
|
|
481.0
|
|
|
(240.3
|
)
|
|||||
Total stockholders' equity
|
4,061.9
|
|
|
6,291.2
|
|
|
9,326.9
|
|
|
(15,618.1
|
)
|
|
4,061.9
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
356.6
|
|
|
—
|
|
|
356.6
|
|
|||||
Total equity
|
4,061.9
|
|
|
6,291.2
|
|
|
9,683.5
|
|
|
(15,618.1
|
)
|
|
4,418.5
|
|
|||||
Total liabilities and equity
|
$
|
6,864.0
|
|
|
$
|
11,771.6
|
|
|
$
|
12,007.5
|
|
|
$
|
(19,157.8
|
)
|
|
$
|
11,485.3
|
|
|
December 31, 2014
|
||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Other
Subsidiaries
|
|
Eliminations
and
Reclassifications
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
105.7
|
|
|
$
|
1,890.9
|
|
|
$
|
—
|
|
|
$
|
1,996.6
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
86.1
|
|
|
—
|
|
|
86.1
|
|
|||||
Accounts and notes receivable—net
|
—
|
|
|
2,286.5
|
|
|
651.9
|
|
|
(2,746.9
|
)
|
|
191.5
|
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
202.9
|
|
|
—
|
|
|
202.9
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
84.0
|
|
|
—
|
|
|
84.0
|
|
|||||
Prepaid income taxes
|
1.9
|
|
|
—
|
|
|
34.8
|
|
|
(1.9
|
)
|
|
34.8
|
|
|||||
Other current assets
|
—
|
|
|
—
|
|
|
18.6
|
|
|
—
|
|
|
18.6
|
|
|||||
Total current assets
|
1.9
|
|
|
2,392.2
|
|
|
2,969.2
|
|
|
(2,748.8
|
)
|
|
2,614.5
|
|
|||||
Property, plant and equipment—net
|
—
|
|
|
—
|
|
|
5,525.8
|
|
|
—
|
|
|
5,525.8
|
|
|||||
Investments in and advances to affiliates
|
6,212.5
|
|
|
9,208.7
|
|
|
861.5
|
|
|
(15,421.2
|
)
|
|
861.5
|
|
|||||
Due from affiliates
|
570.7
|
|
|
—
|
|
|
1.7
|
|
|
(572.4
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
2,092.8
|
|
|
—
|
|
|
2,092.8
|
|
|||||
Other assets
|
—
|
|
|
65.1
|
|
|
178.5
|
|
|
—
|
|
|
243.6
|
|
|||||
Total assets
|
$
|
6,785.1
|
|
|
$
|
11,666.0
|
|
|
$
|
11,629.5
|
|
|
$
|
(18,742.4
|
)
|
|
$
|
11,338.2
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts and notes payable and accrued expenses
|
$
|
2,575.4
|
|
|
$
|
207.7
|
|
|
$
|
553.8
|
|
|
$
|
(2,747.0
|
)
|
|
$
|
589.9
|
|
Income taxes payable
|
—
|
|
|
10.8
|
|
|
7.1
|
|
|
(1.9
|
)
|
|
16.0
|
|
|||||
Customer advances
|
—
|
|
|
—
|
|
|
325.4
|
|
|
—
|
|
|
325.4
|
|
|||||
Other current liabilities
|
—
|
|
|
—
|
|
|
48.4
|
|
|
—
|
|
|
48.4
|
|
|||||
Total current liabilities
|
2,575.4
|
|
|
218.5
|
|
|
934.7
|
|
|
(2,748.9
|
)
|
|
979.7
|
|
|||||
Long-term debt
|
—
|
|
|
4,592.5
|
|
|
—
|
|
|
—
|
|
|
4,592.5
|
|
|||||
Deferred income taxes
|
—
|
|
|
34.8
|
|
|
783.8
|
|
|
—
|
|
|
818.6
|
|
|||||
Due to affiliates
|
—
|
|
|
572.4
|
|
|
—
|
|
|
(572.4
|
)
|
|
—
|
|
|||||
Other noncurrent liabilities
|
—
|
|
|
35.3
|
|
|
339.6
|
|
|
—
|
|
|
374.9
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Stockholders' equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred stock
|
—
|
|
|
—
|
|
|
16.4
|
|
|
(16.4
|
)
|
|
—
|
|
|||||
Common stock
|
0.5
|
|
|
—
|
|
|
1.1
|
|
|
(1.1
|
)
|
|
0.5
|
|
|||||
Paid-in capital
|
1,415.9
|
|
|
(12.6
|
)
|
|
8,283.5
|
|
|
(8,270.9
|
)
|
|
1,415.9
|
|
|||||
Retained earnings
|
3,175.3
|
|
|
6,384.9
|
|
|
1,067.8
|
|
|
(7,452.7
|
)
|
|
3,175.3
|
|
|||||
Treasury stock
|
(222.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(222.2
|
)
|
|||||
Accumulated other comprehensive income (loss)
|
(159.8
|
)
|
|
(159.8
|
)
|
|
(160.2
|
)
|
|
320.0
|
|
|
(159.8
|
)
|
|||||
Total stockholders' equity
|
4,209.7
|
|
|
6,212.5
|
|
|
9,208.6
|
|
|
(15,421.1
|
)
|
|
4,209.7
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
362.8
|
|
|
—
|
|
|
362.8
|
|
|||||
Total equity
|
4,209.7
|
|
|
6,212.5
|
|
|
9,571.4
|
|
|
(15,421.1
|
)
|
|
4,572.5
|
|
|||||
Total liabilities and equity
|
$
|
6,785.1
|
|
|
$
|
11,666.0
|
|
|
$
|
11,629.5
|
|
|
$
|
(18,742.4
|
)
|
|
$
|
11,338.2
|
|
|
Three months ended March 31, 2015
|
||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net earnings
|
$
|
230.6
|
|
|
$
|
231.1
|
|
|
$
|
276.0
|
|
|
$
|
(501.8
|
)
|
|
$
|
235.9
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
—
|
|
|
1.8
|
|
|
113.6
|
|
|
—
|
|
|
115.4
|
|
|||||
Deferred income taxes
|
—
|
|
|
9.7
|
|
|
(9.4
|
)
|
|
—
|
|
|
0.3
|
|
|||||
Stock-based compensation expense
|
3.4
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
3.9
|
|
|||||
Excess tax benefit from stock-based compensation
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|||||
Unrealized gain on derivatives
|
—
|
|
|
—
|
|
|
(10.6
|
)
|
|
—
|
|
|
(10.6
|
)
|
|||||
Loss on disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
5.5
|
|
|
—
|
|
|
5.5
|
|
|||||
Undistributed (earnings) loss of affiliates—net
|
(231.1
|
)
|
|
(270.7
|
)
|
|
(18.4
|
)
|
|
501.8
|
|
|
(18.4
|
)
|
|||||
Due to/from affiliates—net
|
1.5
|
|
|
0.3
|
|
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|||||
Changes in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts and notes receivable—net
|
—
|
|
|
18.4
|
|
|
16.7
|
|
|
(11.0
|
)
|
|
24.1
|
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
(68.0
|
)
|
|
—
|
|
|
(68.0
|
)
|
|||||
Accrued and prepaid income taxes
|
(0.2
|
)
|
|
(13.7
|
)
|
|
97.5
|
|
|
—
|
|
|
83.6
|
|
|||||
Accounts and notes payable and accrued expenses
|
—
|
|
|
27.8
|
|
|
(49.4
|
)
|
|
11.0
|
|
|
(10.6
|
)
|
|||||
Customer advances
|
—
|
|
|
—
|
|
|
169.8
|
|
|
—
|
|
|
169.8
|
|
|||||
Other—net
|
—
|
|
|
0.3
|
|
|
1.2
|
|
|
—
|
|
|
1.5
|
|
|||||
Net cash provided by operating activities
|
2.7
|
|
|
5.0
|
|
|
523.2
|
|
|
—
|
|
|
530.9
|
|
|||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Additions to property, plant and equipment
|
—
|
|
|
—
|
|
|
(444.8
|
)
|
|
—
|
|
|
(444.8
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
3.3
|
|
|
—
|
|
|
3.3
|
|
|||||
Withdrawals from restricted cash funds
|
—
|
|
|
—
|
|
|
22.8
|
|
|
—
|
|
|
22.8
|
|
|||||
Other—net
|
—
|
|
|
—
|
|
|
(10.9
|
)
|
|
—
|
|
|
(10.9
|
)
|
|||||
Net cash used in investing activities
|
—
|
|
|
—
|
|
|
(429.6
|
)
|
|
—
|
|
|
(429.6
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Short-term debt—net
|
226.3
|
|
|
(50.0
|
)
|
|
(176.3
|
)
|
|
—
|
|
|
—
|
|
|||||
Financing fees
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|||||
Dividends paid on common stock
|
(71.8
|
)
|
|
(71.8
|
)
|
|
(71.8
|
)
|
|
143.6
|
|
|
(71.8
|
)
|
|||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
(11.5
|
)
|
|
—
|
|
|
(11.5
|
)
|
|||||
Purchases of treasury stock
|
(236.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(236.2
|
)
|
|||||
Issuances of common stock under employee stock plans
|
5.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.7
|
|
|||||
Excess tax benefit from stock-based compensation
|
1.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|||||
Dividends to/from affiliates
|
71.8
|
|
|
71.8
|
|
|
—
|
|
|
(143.6
|
)
|
|
—
|
|
|||||
Net cash used in financing activities
|
(2.7
|
)
|
|
(52.0
|
)
|
|
(259.6
|
)
|
|
—
|
|
|
(314.3
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(4.8
|
)
|
|
—
|
|
|
(4.8
|
)
|
|||||
Decrease in cash and cash equivalents
|
—
|
|
|
(47.0
|
)
|
|
(170.8
|
)
|
|
—
|
|
|
(217.8
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
105.7
|
|
|
1,890.9
|
|
|
—
|
|
|
1,996.6
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
58.7
|
|
|
$
|
1,720.1
|
|
|
$
|
—
|
|
|
$
|
1,778.8
|
|
|
Three months ended March 31, 2014
|
||||||||||||||||||
|
Parent
|
|
CF Industries
|
|
Other
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net earnings
|
$
|
708.5
|
|
|
$
|
709.0
|
|
|
$
|
163.2
|
|
|
$
|
(860.3
|
)
|
|
$
|
720.4
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
—
|
|
|
1.6
|
|
|
103.7
|
|
|
—
|
|
|
105.3
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
17.1
|
|
|
—
|
|
|
17.1
|
|
|||||
Stock-based compensation expense
|
3.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|||||
Excess tax benefit from stock-based compensation
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|||||
Unrealized loss on derivatives
|
—
|
|
|
—
|
|
|
21.9
|
|
|
—
|
|
|
21.9
|
|
|||||
Gain on sale of phosphate business
|
—
|
|
|
(761.5
|
)
|
|
14.4
|
|
|
—
|
|
|
(747.1
|
)
|
|||||
Loss on disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||
Undistributed loss (earnings) of affiliates—net
|
(709.0
|
)
|
|
(151.3
|
)
|
|
(11.4
|
)
|
|
860.3
|
|
|
(11.4
|
)
|
|||||
Due to/from affiliates—net
|
4.5
|
|
|
1.8
|
|
|
(6.3
|
)
|
|
—
|
|
|
—
|
|
|||||
Changes in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts and notes receivable—net
|
—
|
|
|
(16.7
|
)
|
|
(278.5
|
)
|
|
327.4
|
|
|
32.2
|
|
|||||
Inventories
|
—
|
|
|
5.6
|
|
|
(117.9
|
)
|
|
—
|
|
|
(112.3
|
)
|
|||||
Accrued and prepaid income taxes
|
(0.2
|
)
|
|
337.6
|
|
|
(57.5
|
)
|
|
—
|
|
|
279.9
|
|
|||||
Accounts and notes payable and accrued expenses
|
0.1
|
|
|
340.5
|
|
|
54.2
|
|
|
(327.4
|
)
|
|
67.4
|
|
|||||
Customer advances
|
—
|
|
|
—
|
|
|
356.8
|
|
|
—
|
|
|
356.8
|
|
|||||
Other—net
|
—
|
|
|
(3.6
|
)
|
|
24.0
|
|
|
—
|
|
|
20.4
|
|
|||||
Net cash provided by operating activities
|
3.2
|
|
|
463.0
|
|
|
283.8
|
|
|
—
|
|
|
750.0
|
|
|||||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Additions to property, plant and equipment
|
—
|
|
|
(16.3
|
)
|
|
(376.1
|
)
|
|
—
|
|
|
(392.4
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|||||
Proceeds from sale of phosphate business
|
—
|
|
|
893.1
|
|
|
460.5
|
|
|
—
|
|
|
1,353.6
|
|
|||||
Deposits to restricted cash funds
|
—
|
|
|
—
|
|
|
(505.0
|
)
|
|
—
|
|
|
(505.0
|
)
|
|||||
Withdrawals from restricted cash funds
|
—
|
|
|
—
|
|
|
5.7
|
|
|
—
|
|
|
5.7
|
|
|||||
Other—net
|
—
|
|
|
—
|
|
|
5.8
|
|
|
—
|
|
|
5.8
|
|
|||||
Net cash provided by (used in) investing activities
|
—
|
|
|
876.8
|
|
|
(407.8
|
)
|
|
—
|
|
|
469.0
|
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from long-term borrowings
|
—
|
|
|
1,494.2
|
|
|
—
|
|
|
—
|
|
|
1,494.2
|
|
|||||
Short-term debt—net
|
764.7
|
|
|
(1,438.8
|
)
|
|
674.1
|
|
|
—
|
|
|
—
|
|
|||||
Financing fees
|
—
|
|
|
(15.7
|
)
|
|
—
|
|
|
—
|
|
|
(15.7
|
)
|
|||||
Dividends paid on common stock
|
(55.2
|
)
|
|
(55.2
|
)
|
|
(55.2
|
)
|
|
110.4
|
|
|
(55.2
|
)
|
|||||
Dividends to/from affiliates
|
55.2
|
|
|
55.2
|
|
|
—
|
|
|
(110.4
|
)
|
|
—
|
|
|||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
(9.6
|
)
|
|
—
|
|
|
(9.6
|
)
|
|||||
Purchases of treasury stock
|
(781.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(781.8
|
)
|
|||||
Issuances of common stock under employee stock plans
|
9.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.4
|
|
|||||
Excess tax benefit from stock-based compensation
|
4.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
|||||
Other—net
|
—
|
|
|
(1.0
|
)
|
|
(42.0
|
)
|
|
—
|
|
|
(43.0
|
)
|
|||||
Net cash (used in) provided by financing activities
|
(3.2
|
)
|
|
38.7
|
|
|
567.3
|
|
|
—
|
|
|
602.8
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
(2.4
|
)
|
|||||
Increase in cash and cash equivalents
|
—
|
|
|
1,378.5
|
|
|
440.9
|
|
|
—
|
|
|
1,819.4
|
|
|||||
Cash and cash equivalents at beginning of period
|
0.1
|
|
|
20.4
|
|
|
1,690.3
|
|
|
—
|
|
|
1,710.8
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
0.1
|
|
|
$
|
1,398.9
|
|
|
$
|
2,131.2
|
|
|
$
|
—
|
|
|
$
|
3,530.2
|
|
•
|
Overview of CF Holdings
|
•
|
Our Company
|
•
|
Items Affecting Comparability of Results
|
•
|
Financial Executive Summary
|
•
|
Results of Consolidated Operations
|
•
|
First
Quarter of
2015
Compared to
First
Quarter of
2014
|
•
|
Operating Results by Business Segment
|
•
|
Liquidity and Capital Resources
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Critical Accounting Policies and Estimates
|
•
|
Recent Accounting Pronouncements
|
•
|
Forward-Looking Statements
|
•
|
six nitrogen fertilizer manufacturing facilities located in: Donaldsonville, Louisiana (the largest nitrogen fertilizer complex in North America); Medicine Hat, Alberta (the largest nitrogen fertilizer complex in Canada); Port Neal, Iowa; Courtright, Ontario; Yazoo City, Mississippi; and Woodward, Oklahoma;
|
•
|
a 75.3% interest in Terra Nitrogen Company, L.P. (TNCLP), a publicly-traded limited partnership of which we are the sole general partner and the majority limited partner and which, through its subsidiary Terra Nitrogen, Limited Partnership (TNLP), operates a nitrogen fertilizer manufacturing facility in Verdigris, Oklahoma;
|
•
|
an extensive system of terminals and associated transportation equipment located primarily in the midwestern United States; and
|
•
|
joint venture investments that we account for under the equity method, which consist of:
|
•
|
a 50% interest in GrowHow UK Limited (GrowHow), a nitrogen products production joint venture located in the United Kingdom and serving primarily the British agricultural and industrial markets;
|
•
|
a 50% interest in Point Lisas Nitrogen Limited (PLNL), an ammonia production joint venture located in the Republic of Trinidad and Tobago; and
|
•
|
a 50% interest in KEYTRADE AG (Keytrade), a global fertilizer trading company headquartered near Zurich, Switzerland.
|
•
|
We reported net earnings attributable to common stockholders of
$230.6 million
in the
first
quarter of
2015
compared to net earnings of
$708.5 million
in the first quarter of
2014
, a
decrease
of
$477.9 million
, or
67%
. Our results for the first quarter of 2014 included a $747.1 million pre-tax gain ($461.0 million after tax) on the sale of the phosphate business.
|
•
|
During the
first
quarter of
2015
, we experienced lower net earnings compared to the
first
quarter of 2014 due primarily to a combination of lower gross margin from our Nitrogen Product Segments, the gain on the sale of the phosphate business in 2014, and higher other operating expenses.
|
◦
|
Our gross margin
declined
by
$27.0 million
, or
6%
, to
$415.8 million
in the
first
quarter of
2015
from
$442.8 million
in the first quarter of
2014
. The absence of phosphate segment results in the first quarter of 2015 represented
$8.5 million
of the decline and the Nitrogen Product Segments accounted for the remaining
$18.5 million
of the decline. The Nitrogen Product Segments gross margin was impacted by the following factors:
|
▪
|
a 4% decline in volume;
|
▪
|
higher natural gas costs as a result of realized losses on natural gas derivatives that were entered into in prior periods when gas prices were higher;
|
▪
|
costs for ammonia that was sold in the first quarter of 2015 were incurred in earlier periods when natural gas costs were higher; and
|
▪
|
higher other production costs including costs related to the planned turnaround of our Verdigris nitrogen complex.
|
◦
|
Other operating expenses
increased
by
$24.0 million
from income of
$5.8 million
in the
first
quarter of
2014
to expense of
$18.2 million
in the
first
quarter of
2015
. This change is due primarily to realized and unrealized losses on foreign exchange derivatives, losses on the disposal of fixed assets, and higher expansion project costs pertaining to our capacity expansion projects in Donaldsonville, Louisiana and Port Neal, Iowa, partially offset by unrealized foreign currency transaction gains. The foreign exchange derivative contracts are used to hedge our euro exposure on equipment purchases related to our capacity expansion projects.
|
•
|
Diluted net earnings per share attributable to common stockholders decreased $8.11, or
63%
, to
$4.79
per share in the first quarter of 2015 from
$12.90
per share in the first quarter of 2014. This decrease is due primarily to the $8.39 per share gain from the sale of the phosphate business in the first quarter of 2014 partially offset by the impact of lower diluted weighted-average shares outstanding in 2015 as compared to the prior year. Diluted weighted-average shares outstanding decreased 12% between the first quarter of 2014 and the first quarter of 2015 due to our share repurchase activity.
|
•
|
Our
first
quarter
2015
results included
$28.7 million
of unrealized net mark-to-market
gain
s (
$18.1 million
after tax) on natural gas derivatives,
$9.1 million
of expenses (
$5.7 million
after tax) related to our capacity expansion projects in Donaldsonville, Louisiana, and Port Neal, Iowa that did not qualify for capitalization, and
$23.2 million
of realized and unrealized net
loss
es (
$14.6 million
after tax) on foreign currency derivatives related to our capacity expansion projects. Net earnings attributable to common stockholders of
$708.5 million
for the
first
quarter of
2014
included a $747.1 million pre-tax gain on the sale of the phosphate business ($461.0 million after tax),
$22.6 million
of unrealized net mark-to-market
loss
es (
$14.4 million
after tax) on natural gas derivatives, a
$0.9 million
realized and unrealized net
gain
(
$0.6 million
after tax) on foreign currency derivatives related to our capacity expansion projects in Donaldsonville, Louisiana, and Port Neal, Iowa, and
$8.1 million
of expenses (
$5.1 million
after tax) related to our capacity expansion projects that did not qualify for capitalization.
|
•
|
Our net sales
decreased
$179.0 million
, or 16%, in the
first
quarter of
2015
compared to the
first
quarter of
2014
due primarily to the
$145.1 million
decline in net sales as a result of the sale of the phosphate business in the first quarter of 2014. Our Nitrogen Product Segments net sales
decrease
d
$33.9 million
, or
3%
, due primarily to a
4%
decrease
in volume.
|
•
|
Net cash provided by operating activities during the first
three
months of
2015
was
$530.9 million
as compared to
$750.0 million
in the first
three
months of
2014
. The
$219.1 million
decrease
in net cash provided by operating activities resulted from a combination of
unfavorable
working capital changes during the first
three
months of
2015
as compared to the same period of
2014
and
lower
earnings from our core operating activities. Unfavorable working capital changes during the first three months of
2015
included lower customer advances received compared to the year ago period, as we started 2015 with significantly higher advances for spring application compared to the beginning of 2014. This was partially offset by lower cash spending on inventory during the first three months of 2015 compared to the prior year quarter.
|
•
|
Net cash used in investing activities was
$429.6 million
in the first
three
months of
2015
as compared to net cash provided by investing activities of
$469.0 million
in the first
three
months of
2014
when we received proceeds of
$1.4 billion
from the sale of the phosphate business and subsequently deposited
$505.0 million
to restricted cash funds pertaining to our capacity expansion projects. During the first
three
months of
2015
, capital expenditures totaled
$444.8 million
compared to
$392.4 million
in the first three months of 2014. The increase in capital expenditures is primarily related to the capacity expansion projects in Donaldsonville, Louisiana and Port Neal, Iowa.
|
•
|
During the
first
quarter of
2015
, we purchased
0.8 million
shares of our common stock at an average price of
$291
per share, representing
1.7%
of the prior year-end outstanding shares, at a cost of
$236.6 million
.
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2015
|
|
2014
|
|
2015 v. 2014
|
|||||||||
|
(in millions, except as noted)
|
|||||||||||||
Net sales
|
$
|
953.6
|
|
|
$
|
1,132.6
|
|
|
$
|
(179.0
|
)
|
|
(16
|
)%
|
Cost of sales
|
537.8
|
|
|
689.8
|
|
|
(152.0
|
)
|
|
(22
|
)%
|
|||
Gross margin
|
415.8
|
|
|
442.8
|
|
|
(27.0
|
)
|
|
(6
|
)%
|
|||
Gross margin percentage
|
43.6
|
%
|
|
39.1
|
%
|
|
4.5
|
%
|
|
|
||||
Selling, general and administrative expenses
|
40.1
|
|
|
41.7
|
|
|
(1.6
|
)
|
|
(4
|
)%
|
|||
Other operating—net
|
18.2
|
|
|
(5.8
|
)
|
|
24.0
|
|
|
N/M
|
|
|||
Total other operating costs and expenses
|
58.3
|
|
|
35.9
|
|
|
22.4
|
|
|
62
|
%
|
|||
Gain on sale of phosphate business
|
—
|
|
|
747.1
|
|
|
(747.1
|
)
|
|
(100
|
)%
|
|||
Equity in earnings of operating affiliates
|
9.7
|
|
|
15.8
|
|
|
(6.1
|
)
|
|
(39
|
)%
|
|||
Operating earnings
|
367.2
|
|
|
1,169.8
|
|
|
(802.6
|
)
|
|
(69
|
)%
|
|||
Interest expense—net
|
33.5
|
|
|
39.8
|
|
|
(6.3
|
)
|
|
(16
|
)%
|
|||
Other non-operating—net
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
100
|
%
|
|||
Earnings before income taxes and equity in earnings of non-operating affiliates
|
333.7
|
|
|
1,130.1
|
|
|
(796.4
|
)
|
|
(70
|
)%
|
|||
Income tax provision
|
112.7
|
|
|
413.2
|
|
|
(300.5
|
)
|
|
(73
|
)%
|
|||
Equity in earnings of non-operating affiliates—net of taxes
|
14.9
|
|
|
3.5
|
|
|
11.4
|
|
|
N/M
|
|
|||
Net earnings
|
235.9
|
|
|
720.4
|
|
|
(484.5
|
)
|
|
(67
|
)%
|
|||
Less: Net earnings attributable to noncontrolling interest
|
5.3
|
|
|
11.9
|
|
|
(6.6
|
)
|
|
(55
|
)%
|
|||
Net earnings attributable to common stockholders
|
$
|
230.6
|
|
|
$
|
708.5
|
|
|
$
|
(477.9
|
)
|
|
(67
|
)%
|
Diluted net earnings per share attributable to common stockholders
|
$
|
4.79
|
|
|
$
|
12.90
|
|
|
$
|
(8.11
|
)
|
|
(63
|
)%
|
Diluted weighted-average common shares outstanding
|
48.1
|
|
|
54.9
|
|
|
(6.8
|
)
|
|
(12
|
)%
|
|||
Dividends declared per common share
|
$
|
1.50
|
|
|
$
|
1.00
|
|
|
$
|
0.50
|
|
|
50
|
%
|
Supplemental Data:
|
|
|
|
|
|
|
|
|||||||
Purchased natural gas costs (per MMBtu)
(1)
|
$
|
2.96
|
|
|
$
|
5.24
|
|
|
$
|
(2.28
|
)
|
|
(44
|
)%
|
Realized derivatives loss (gain) (per MMBtu)
(2)
|
0.52
|
|
|
(0.90
|
)
|
|
1.42
|
|
|
158
|
%
|
|||
Cost of natural gas (per MMBtu)
|
$
|
3.48
|
|
|
$
|
4.34
|
|
|
$
|
(0.86
|
)
|
|
(20
|
)%
|
Average daily market price of natural gas (per MMBtu) Henry Hub (Louisiana)
|
$
|
2.87
|
|
|
$
|
5.05
|
|
|
$
|
(2.18
|
)
|
|
(43
|
)%
|
Capital expenditures
|
$
|
444.8
|
|
|
$
|
392.4
|
|
|
$
|
52.4
|
|
|
13
|
%
|
Production volume by product tons (000s):
|
|
|
|
|
|
|
|
|||||||
Ammonia
(3)
|
1,817
|
|
|
1,800
|
|
|
17
|
|
|
1
|
%
|
|||
Granular urea
|
625
|
|
|
546
|
|
|
79
|
|
|
14
|
%
|
|||
UAN (32%)
|
1,430
|
|
|
1,549
|
|
|
(119
|
)
|
|
(8
|
)%
|
(1)
|
Includes the cost of natural gas purchased during the period for use in production.
|
(2)
|
Includes realized gains and losses on natural gas derivatives settled during the period. Excludes unrealized mark-to-market gains and losses on natural gas derivatives.
|
(3)
|
Gross ammonia production, including amounts subsequently upgraded on-site into granular urea and/or UAN.
|
•
|
Volume, primarily UAN and ammonia, decreased by 4%, which reduced gross margin by $27.3 million.
|
•
|
Natural gas costs included in cost of sales increased in the first quarter of 2015 and reduced gross margin by
$38.3 million
as compared to the first quarter of 2014. These costs include the realized losses on natural gas derivatives that settled in the period as natural gas prices declined from floor prices on collars entered into in earlier periods. Additionally, certain products sold in the first quarter of 2015 were manufactured in earlier periods when natural gas prices were higher.
|
•
|
Unrealized net mark-to-market gains on natural gas derivatives increased gross margin by $51.3 million as the
first
quarter of
2015
included a
$28.7 million
gain
and the first quarter of
2014
included a
$22.6 million
loss
.
|
•
|
Other production costs, including costs related to the planned turnaround of our Verdigris nitrogen complex, increased compared to the prior year quarter.
|
|
Ammonia
|
|
Granular
Urea
(1)
|
|
UAN
(1)
|
|
Other
(1)
|
|
Phosphate
|
|
Consolidated
|
||||||||||||
|
(in millions, except percentages)
|
||||||||||||||||||||||
Three months ended March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
$
|
287.7
|
|
|
$
|
212.2
|
|
|
$
|
355.7
|
|
|
$
|
98.0
|
|
|
$
|
—
|
|
|
$
|
953.6
|
|
Cost of sales
|
167.8
|
|
|
100.1
|
|
|
197.0
|
|
|
72.9
|
|
|
—
|
|
|
537.8
|
|
||||||
Gross margin
|
$
|
119.9
|
|
|
$
|
112.1
|
|
|
$
|
158.7
|
|
|
$
|
25.1
|
|
|
$
|
—
|
|
|
$
|
415.8
|
|
Gross margin percentage
|
41.7
|
%
|
|
52.8
|
%
|
|
44.6
|
%
|
|
25.6
|
%
|
|
—
|
%
|
|
43.6
|
%
|
||||||
Three months ended March 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
$
|
272.4
|
|
|
$
|
216.2
|
|
|
$
|
399.9
|
|
|
$
|
99.0
|
|
|
$
|
145.1
|
|
|
$
|
1,132.6
|
|
Cost of sales
|
148.1
|
|
|
114.5
|
|
|
217.8
|
|
|
72.8
|
|
|
136.6
|
|
|
689.8
|
|
||||||
Gross margin
|
$
|
124.3
|
|
|
$
|
101.7
|
|
|
$
|
182.1
|
|
|
$
|
26.2
|
|
|
$
|
8.5
|
|
|
$
|
442.8
|
|
Gross margin percentage
|
45.6
|
%
|
|
47.0
|
%
|
|
45.5
|
%
|
|
26.5
|
%
|
|
5.9
|
%
|
|
39.1
|
%
|
(1)
|
The cost of products that are upgraded into other products is transferred at cost into the upgraded product results.
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2015
|
|
2014
|
|
2015 v. 2014
|
|||||||||
|
(in millions, except as noted)
|
|||||||||||||
Net sales
|
$
|
287.7
|
|
|
$
|
272.4
|
|
|
$
|
15.3
|
|
|
6
|
%
|
Cost of sales
|
167.8
|
|
|
148.1
|
|
|
19.7
|
|
|
13
|
%
|
|||
Gross margin
|
$
|
119.9
|
|
|
$
|
124.3
|
|
|
$
|
(4.4
|
)
|
|
(4
|
)%
|
Gross margin percentage
(1)
|
41.7
|
%
|
|
45.6
|
%
|
|
(3.9
|
)%
|
|
|
||||
Sales volume by product tons (000s)
|
531
|
|
|
577
|
|
|
(46
|
)
|
|
(8
|
)%
|
|||
Sales volume by nutrient tons (000s)
(2)
|
435
|
|
|
473
|
|
|
(38
|
)
|
|
(8
|
)%
|
|||
Average selling price per product ton
|
$
|
542
|
|
|
$
|
472
|
|
|
$
|
70
|
|
|
15
|
%
|
Average selling price per nutrient ton
(2)
|
$
|
661
|
|
|
$
|
576
|
|
|
$
|
85
|
|
|
15
|
%
|
Gross margin per product ton
|
$
|
226
|
|
|
$
|
215
|
|
|
$
|
11
|
|
|
5
|
%
|
Gross margin per nutrient ton
(2)
|
$
|
276
|
|
|
$
|
263
|
|
|
$
|
13
|
|
|
5
|
%
|
Depreciation and amortization
|
$
|
22.5
|
|
|
$
|
19.2
|
|
|
$
|
3.3
|
|
|
17
|
%
|
(1)
|
Includes the impact of tons purchased from PLNL at market-based prices and sold to Mosaic.
|
(2)
|
Ammonia represents 82% nitrogen content. Nutrient tons represent the equivalent tons of nitrogen within the product tons.
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2015
|
|
2014
|
|
2015 v. 2014
|
|||||||||
|
(in millions, except as noted)
|
|||||||||||||
Net sales
|
$
|
212.2
|
|
|
$
|
216.2
|
|
|
$
|
(4.0
|
)
|
|
(2
|
)%
|
Cost of sales
|
100.1
|
|
|
114.5
|
|
|
(14.4
|
)
|
|
(13
|
)%
|
|||
Gross margin
|
$
|
112.1
|
|
|
$
|
101.7
|
|
|
$
|
10.4
|
|
|
10
|
%
|
Gross margin percentage
|
52.8
|
%
|
|
47.0
|
%
|
|
5.8
|
%
|
|
|
||||
Sales volume by product tons (000s)
|
616
|
|
|
578
|
|
|
38
|
|
|
7
|
%
|
|||
Sales volume by nutrient tons (000s)
(1)
|
283
|
|
|
266
|
|
|
17
|
|
|
6
|
%
|
|||
Average selling price per product ton
|
$
|
344
|
|
|
$
|
374
|
|
|
$
|
(30
|
)
|
|
(8
|
)%
|
Average selling price per nutrient ton
(1)
|
$
|
750
|
|
|
$
|
813
|
|
|
$
|
(63
|
)
|
|
(8
|
)%
|
Gross margin per product ton
|
$
|
182
|
|
|
$
|
176
|
|
|
$
|
6
|
|
|
3
|
%
|
Gross margin per nutrient ton
(1)
|
$
|
396
|
|
|
$
|
382
|
|
|
$
|
14
|
|
|
4
|
%
|
Depreciation and amortization
|
$
|
10.2
|
|
|
$
|
7.9
|
|
|
$
|
2.3
|
|
|
29
|
%
|
(1)
|
Granular urea represents 46% nitrogen content. Nutrient tons represent the equivalent tons of nitrogen within the product tons.
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2015
|
|
2014
|
|
2015 v. 2014
|
|||||||||
|
(in millions, except as noted)
|
|||||||||||||
Net sales
|
$
|
355.7
|
|
|
$
|
399.9
|
|
|
$
|
(44.2
|
)
|
|
(11
|
)%
|
Cost of sales
|
197.0
|
|
|
217.8
|
|
|
(20.8
|
)
|
|
(10
|
)%
|
|||
Gross margin
|
$
|
158.7
|
|
|
$
|
182.1
|
|
|
$
|
(23.4
|
)
|
|
(13
|
)%
|
Gross margin percentage
|
44.6
|
%
|
|
45.5
|
%
|
|
(0.9
|
)%
|
|
|
||||
Sales volume by product tons (000s)
|
1,317
|
|
|
1,451
|
|
|
(134
|
)
|
|
(9
|
)%
|
|||
Sales volume by nutrient tons (000s)
(1)
|
414
|
|
|
456
|
|
|
(42
|
)
|
|
(9
|
)%
|
|||
Average selling price per product ton
|
$
|
270
|
|
|
$
|
276
|
|
|
$
|
(6
|
)
|
|
(2
|
)%
|
Average selling price per nutrient ton
(1)
|
$
|
859
|
|
|
$
|
877
|
|
|
$
|
(18
|
)
|
|
(2
|
)%
|
Gross margin per product ton
|
$
|
121
|
|
|
$
|
125
|
|
|
$
|
(4
|
)
|
|
(3
|
)%
|
Gross margin per nutrient ton
(1)
|
$
|
383
|
|
|
$
|
399
|
|
|
$
|
(16
|
)
|
|
(4
|
)%
|
Depreciation and amortization
|
$
|
50.6
|
|
|
$
|
51.8
|
|
|
$
|
(1.2
|
)
|
|
(2
|
)%
|
(1)
|
UAN represents between 28% and 32% of nitrogen content, depending on the concentration specified by the customer. Nutrient tons represent the equivalent tons of nitrogen within the product tons.
|
•
|
Ammonium nitrate (AN) is a granular, nitrogen-based product with a nitrogen content of primarily 34%. AN is used by industrial customers for commercial explosives and blasting systems, and can also be used as nitrogen fertilizer. AN is produced at our Yazoo City, Mississippi complex.
|
•
|
Diesel exhaust fluid (DEF) is an aqueous urea solution typically made with 32.5% high-purity urea and 67.5% deionized water. DEF is used as a consumable in selective catalytic reduction in order to lower nitrogen oxide (NOx) concentration in the diesel exhaust emissions from diesel engines. This product is produced at our Courtright, Ontario; Port Neal, Iowa; Woodward, Oklahoma; and Yazoo City, Mississippi, complexes.
|
•
|
Urea liquor is a liquid product that we sell in concentrations of 40%, 50% and 70% urea as a chemical intermediate. This product is produced at our Courtright, Ontario; Port Neal, Iowa; Woodward, Oklahoma; and Yazoo City, Mississippi complexes.
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2015
|
|
2014
|
|
2015 v. 2014
|
|||||||||
|
(in millions, except as noted)
|
|||||||||||||
Net sales
|
$
|
98.0
|
|
|
$
|
99.0
|
|
|
$
|
(1.0
|
)
|
|
(1
|
)%
|
Cost of sales
|
72.9
|
|
|
72.8
|
|
|
0.1
|
|
|
—
|
%
|
|||
Gross margin
|
$
|
25.1
|
|
|
$
|
26.2
|
|
|
$
|
(1.1
|
)
|
|
(4
|
)%
|
Gross margin percentage
|
25.6
|
%
|
|
26.5
|
%
|
|
(0.9
|
)%
|
|
|
||||
Sales volume by product tons (000s)
|
448
|
|
|
412
|
|
|
36
|
|
|
9
|
%
|
|||
Sales volume by nutrient tons (000s)
(1)
|
120
|
|
|
113
|
|
|
7
|
|
|
6
|
%
|
|||
Average selling price per product ton
|
$
|
219
|
|
|
$
|
240
|
|
|
$
|
(21
|
)
|
|
(9
|
)%
|
Average selling price per nutrient ton
(1)
|
$
|
817
|
|
|
$
|
876
|
|
|
$
|
(59
|
)
|
|
(7
|
)%
|
Gross margin per product ton
|
$
|
56
|
|
|
$
|
64
|
|
|
$
|
(8
|
)
|
|
(13
|
)%
|
Gross margin per nutrient ton
(1)
|
$
|
209
|
|
|
$
|
232
|
|
|
$
|
(23
|
)
|
|
(10
|
)%
|
Depreciation and amortization
|
$
|
22.5
|
|
|
$
|
15.7
|
|
|
$
|
6.8
|
|
|
43
|
%
|
(1)
|
Nutrient tons represent the equivalent tons of nitrogen within the product tons.
|
|
Three Months Ended March 31,
|
|||||||||||||
|
2015
|
|
2014
|
|
2015 v. 2014
|
|||||||||
|
(in millions, except as noted)
|
|||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
145.1
|
|
|
$
|
(145.1
|
)
|
|
(100
|
)%
|
Cost of sales
|
—
|
|
|
136.6
|
|
|
(136.6
|
)
|
|
(100
|
)%
|
|||
Gross margin
|
$
|
—
|
|
|
$
|
8.5
|
|
|
$
|
(8.5
|
)
|
|
(100
|
)%
|
Gross margin percentage
|
—
|
%
|
|
5.9
|
%
|
|
(5.9
|
)%
|
|
|
||||
Sales volume by product tons (000s)
(1)
|
—
|
|
|
428
|
|
|
(428
|
)
|
|
(100
|
)%
|
|||
Average selling price per product ton
|
$
|
—
|
|
|
$
|
339
|
|
|
$
|
(339
|
)
|
|
(100
|
)%
|
Gross margin per product ton
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
(20
|
)
|
|
(100
|
)%
|
(1)
|
Represents DAP and MAP product sales.
|
|
2014 Program
|
|
2012 Program
|
|
||||||||||||||||||
|
Shares
|
|
Amounts
|
|
Average Price Per Share
|
|
Shares
|
|
Amounts
|
|
Average Price Per Share
|
|
||||||||||
|
(in millions, except per share amounts)
|
|
||||||||||||||||||||
Shares repurchased as of December 31, 2013
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
7.3
|
|
|
$
|
1,449.3
|
|
|
$
|
197
|
|
|
Shares repurchased in 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First quarter
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
3.2
|
|
|
$
|
793.9
|
|
|
$
|
248
|
|
|
Second quarter
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|
756.8
|
|
|
246
|
|
|
||||
Third quarter
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||
Fourth quarter
|
1.4
|
|
|
372.8
|
|
|
265
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||
Total shares repurchased in 2014
|
1.4
|
|
|
372.8
|
|
|
265
|
|
|
6.3
|
|
|
1,550.7
|
|
|
247
|
|
|
||||
Shares repurchased as of December 31, 2014
|
1.4
|
|
|
$
|
372.8
|
|
|
$
|
265
|
|
|
13.6
|
|
|
$
|
3,000.0
|
|
|
$
|
220
|
|
|
Shares repurchased in 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First quarter
|
0.8
|
|
|
$
|
236.6
|
|
|
$
|
291
|
|
|
|
|
|
|
|
|
|||||
Shares repurchased as of March 31, 2015
|
2.2
|
|
|
$
|
609.4
|
|
|
$
|
275
|
|
|
|
|
|
|
|
|
|
Maturity Date
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
|
|
|
(in millions)
|
||||||
6.875% senior notes
|
May 1, 2018
|
|
$
|
800.0
|
|
|
$
|
800.0
|
|
7.125% senior notes
|
May 1, 2020
|
|
800.0
|
|
|
800.0
|
|
||
3.450% senior notes
|
June 1, 2023
|
|
749.4
|
|
|
749.4
|
|
||
5.150% senior notes
|
March 15, 2034
|
|
746.2
|
|
|
746.2
|
|
||
4.950% senior notes
|
June 1, 2043
|
|
748.8
|
|
|
748.8
|
|
||
5.375% senior notes
|
March 15, 2044
|
|
748.1
|
|
|
748.1
|
|
||
|
|
|
$
|
4,592.5
|
|
|
$
|
4,592.5
|
|
|
Remainder of 2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
After 2019
|
|
Total
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Long-term debt
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
800.0
|
|
|
$
|
—
|
|
|
$
|
3,800.0
|
|
|
$
|
4,600.0
|
|
Interest payments on long-term debt
(1)
|
256.4
|
|
|
256.2
|
|
|
256.2
|
|
|
228.7
|
|
|
201.2
|
|
|
2,539.7
|
|
|
3,738.4
|
|
|||||||
Other Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating leases
|
75.7
|
|
|
95.2
|
|
|
78.7
|
|
|
62.0
|
|
|
49.5
|
|
|
101.3
|
|
|
462.4
|
|
|||||||
Equipment purchases and plant improvements
|
123.8
|
|
|
15.5
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
139.8
|
|
|||||||
Capacity expansion projects
(2)
|
1,007.5
|
|
|
118.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,126.3
|
|
|||||||
Transportation
(3)
|
54.7
|
|
|
16.5
|
|
|
10.6
|
|
|
8.4
|
|
|
7.5
|
|
|
3.3
|
|
|
101.0
|
|
|||||||
Purchase obligations
(4)(5)
|
468.0
|
|
|
384.5
|
|
|
316.0
|
|
|
142.9
|
|
|
35.5
|
|
|
168.7
|
|
|
1,515.6
|
|
|||||||
Contributions to pension plans
(6)
|
18.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.2
|
|
|||||||
Net operating loss settlement
(7)
|
10.2
|
|
|
10.2
|
|
|
11.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.3
|
|
|||||||
Total
(8)(9)
|
$
|
2,014.5
|
|
|
$
|
896.9
|
|
|
$
|
673.9
|
|
|
$
|
1,242.0
|
|
|
$
|
293.7
|
|
|
$
|
6,613.0
|
|
|
$
|
11,734.0
|
|
(1)
|
Based on debt balances, before discounts and offering expenses, and on interest rates as of
March 31, 2015
.
|
(2)
|
We expect to spend approximately $1.5 billion to $2.0 billion during
2015
related to the $4.2 billion Donaldsonville, Louisiana and Port Neal, Iowa capacity expansion projects which are expected to be completed by 2016. Contractual commitments do not include any amounts related to our foreign currency derivatives. For further information, see our previous discussion under Capacity Expansion Projects and Restricted Cash in the Liquidity and Capital Resources section.
|
(3)
|
Includes anticipated expenditures under certain contracts to transport finished products to and from our facilities. The majority of these arrangements allow for reductions in usage based on our actual operating rates. Amounts are based on projected normal operating rates and contracted or current spot prices, where applicable, as of
March 31, 2015
, and actual operating rates and prices may differ.
|
(4)
|
Includes minimum commitments to purchase natural gas based on prevailing market-based forward prices at
March 31, 2015
. Purchase obligations do not include any amounts related to our natural gas derivatives.
|
(5)
|
Includes a commitment to purchase ammonia from PLNL at market-based prices under an agreement that expires in 2018. The annual commitment based on market prices at
March 31, 2015
is $135.7 million with a total remaining commitment of $475.1 million.
|
(6)
|
Represents the contributions we expect to make to our pension plans during the remainder of
2015
. Our pension funding policy is to contribute amounts sufficient to meet minimum legal funding requirements plus discretionary amounts that we may deem to be appropriate.
|
(7)
|
Represents the amounts we expect to pay to our pre-IPO owners in conjunction with the amended Net Operating Loss Agreement and the 2013 settlement with the Internal Revenue Service.
|
(8)
|
Excludes $159.7 million of unrecognized tax benefits due to the uncertainty in the timing of potential tax payments.
|
(9)
|
Excludes $5.6 million of environmental remediation liabilities.
|
•
|
the volatility of natural gas prices in North America;
|
•
|
the cyclical nature of our business and the agricultural sector;
|
•
|
the global commodity nature of our fertilizer products, the impact of global supply and demand on our selling prices, and the intense global competition from other fertilizer producers;
|
•
|
conditions in the U.S. agricultural industry;
|
•
|
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;
|
•
|
risks associated with cyber security;
|
•
|
weather conditions;
|
•
|
our ability to complete our production capacity expansion projects on schedule as planned, on budget or at all;
|
•
|
risks associated with other expansions of our business, including unanticipated adverse consequences and the significant resources that could be required;
|
•
|
potential liabilities and expenditures related to environmental, health and safety laws and regulations;
|
•
|
our potential inability to obtain or maintain required permits and governmental approvals or to meet financial assurance requirements from governmental authorities;
|
•
|
future regulatory restrictions and requirements related to greenhouse gas emissions;
|
•
|
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;
|
•
|
our reliance on a limited number of key facilities;
|
•
|
risks associated with joint ventures;
|
•
|
acts of terrorism and regulations to combat terrorism;
|
•
|
risks associated with international operations;
|
•
|
losses on our investments in securities;
|
•
|
deterioration of global market and economic conditions; and
|
•
|
our ability to manage our indebtedness.
|
|
Issuer Purchases of Equity Securities
|
||||||||||||
Period
|
Total
Number
of Shares
(or Units)
Purchased
|
|
Average
Price Paid
per Share
(or Unit)
|
|
Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
(1)
|
|
Maximum Number (or
Approximate Dollar
Value) of Shares (or
Units) that May Yet Be
Purchased Under the
Plans or Programs
(in thousands)
(1)
|
||||||
January 1, 2015 - January 31, 2015
|
436,823
|
|
|
$
|
291.10
|
|
(3)
|
436,823
|
|
|
$
|
500,000
|
|
February 1, 2015 - February 28, 2015
|
135
|
|
(2)
|
$
|
304.77
|
|
|
—
|
|
|
$
|
500,000
|
|
March 1, 2015 - March 31, 2015
|
374,989
|
|
|
$
|
291.75
|
|
(3)
|
374,989
|
|
|
$
|
390,596
|
|
Total
|
811,947
|
|
|
$
|
291.41
|
|
|
811,812
|
|
|
|
|
(1)
|
Represents the authorized share repurchase program announced on August 6, 2014 that allows management to repurchase common stock for a total expenditure of up to $1.0 billion through December 31, 2016 (the 2014 Program).
|
(2)
|
Represents shares withheld to pay employee tax obligations upon the vesting of restricted stock awards.
|
(3)
|
Average price paid per share of common stock repurchased under the 2014 Program is the execution price, excluding commissions paid to brokers.
|
|
|
CF Industries Holdings, Inc.
|
|
|
Date: May 7, 2015
|
By:
|
/s/ W. ANTHONY WILL
|
|
|
|
W. Anthony Will
President and Chief Executive Officer
(Principal Executive Officer)
|
|
Date: May 7, 2015
|
By:
|
/s/ DENNIS P. KELLEHER
|
|
|
|
Dennis P. Kelleher
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
Exhibit No.
|
Description
|
|
3.1
|
|
Third Amended and Restated Bylaws of CF Industries Holdings, Inc., effective February 4, 2015 (incorporated by reference to Exhibit 3.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 10, 2015, File No. 001-32597)
|
4.1
|
|
Specimen common stock certificate
|
4.2
|
|
Second Amendment to Rights Agreement, dated as of March 16, 2015, by and between CF Industries Holdings, Inc. and Computershare Inc. (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on March 16, 2015, File No. 001-32597)
|
10.1
|
|
Second Amended and Restated Revolving Credit Agreement, dated as of March 20, 2015, among CF Industries Holdings, Inc., CF Industries, Inc., the lenders party thereto, Morgan Stanley Bank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Issuing Banks, and Morgan Stanley Senior Funding, Inc., as Administrative Agent (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on March 20, 2015, File No. 001-32597)
|
10.2
|
|
Form of Non-Qualified Stock Option Award Agreement
|
10.3
|
|
Form of Restricted Stock Unit Award Agreement
|
10.4
|
|
Form of Performance Restricted Stock Unit Award Agreement
|
10.5
|
|
Form of Amendment to Non-Qualified Stock Option Award Agreements
|
31.1
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101
|
|
The following financial information from CF Industries Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (1) Consolidated Statements of Operations, (2) Consolidated Statements of Comprehensive Income, (3) Consolidated Balance Sheets, (4) Consolidated Statements of Equity, (5) Consolidated Statements of Cash Flows, and (6) the Notes to Unaudited Consolidated Financial Statements
|
1.
|
NOTICE OF STOCK OPTION GRANT
|
2.
|
AGREEMENT
|
a.
|
Grant of Option
.
|
b.
|
Exercise of Option
.
|
c.
|
Withholding
.
|
d.
|
Non-Transferability of Option
.
|
e.
|
Term of Option/Termination of Employment or Service
.
|
f.
|
Entire Agreement; Governing Law
.
|
g.
|
No Guarantee of Continued Service.
|
|
|
|
OPTIONEE
|
|
CF INDUSTRIES HOLDINGS, INC.
|
|
|
|
|
|
|
Signature
|
|
By: Wendy Jablow Spertus
|
|
|
Title: Sr. Vice President, Human Resources
|
|
|
|
GRANTEE
|
|
CF INDUSTRIES HOLDINGS, INC.
|
|
|
|
|
|
|
<first_name> <last_name>
|
|
By: Wendy Jablow Spertus
|
<address_1>
<city>, <state> <zip>
|
|
Title: Sr. Vice President, Human Resources
|
GRANTEE
|
|
CF INDUSTRIES HOLDINGS, INC.
|
|
|
|
<first_name> <last_name>
|
|
By: Wendy Jablow Spertus
|
<address_1>
<city>, <state> <zip>
|
|
Title: Sr. Vice President, Human Resources
|
Level
|
Company TSR Relative to TSR of S&P 500
|
PSUs to vest (% of target payout for Award)
|
Threshold
|
25
th
Percentile
|
50%
|
Target
|
50
th
Percentile
|
100%
|
Maximum
|
75
th
Percentile or better
|
200%
|
For purposes of the preceding calculation, Total Shareholder Return shall mean:
|
||
|
|
|
|
(stock price at the end of the Performance Period - stock price at the beginning of the Performance Period) + Amount of Dividends Paid
|
|
|
stock price at the beginning of the Performance Period
|
|
Company Ranking
|
Percentage Increase or Decrease to Number of PSUs
|
1
st
|
+20%
|
2
nd
or 3
rd
|
+10%
|
4
th
or 5
th
|
No Modification
|
6
th
or 7
th
|
- 10%
|
8
th
|
- 20%
|
|
Award ID
|
Award Date
|
Award Price
|
Award Amount
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of CF Industries Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 7, 2015
|
|
/s/ W. ANTHONY WILL
|
|
|
|
W. Anthony Will
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of CF Industries Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 7, 2015
|
|
/s/ DENNIS P. KELLEHER
|
|
|
|
Dennis P. Kelleher
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ W. ANTHONY WILL
|
|
|
W. Anthony Will
President and Chief Executive Officer,
(Principal Executive Officer)
|
|
|
Date:
|
May 7, 2015
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ DENNIS P. KELLEHER
|
|
|
Dennis P. Kelleher
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
Date:
|
May 7, 2015
|
|