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CF INDUSTRIES HOLDINGS, INC. TABLE OF CONTENTS

Table of Contents


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 10-Q



(Mark One)    

ý

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

OR

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from                               to                              

Commission file number 001-32597

CF INDUSTRIES HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  20-2697511
(I.R.S. Employer
Identification No.)

4 Parkway North, Suite 400
Deerfield, Illinois
(Address of principal executive offices)

 

60015
(Zip Code)

(847) 405-2400
(Registrant's telephone number, including area code)

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

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

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o
(Do not check if a smaller reporting company)
  Smaller reporting company o

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

        52,073,400 shares of the registrant's common stock, $0.01 par value per share, were outstanding at April 30, 2014.

   


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CF INDUSTRIES HOLDINGS, INC.

TABLE OF CONTENTS

PART I.   Financial Information    

 

 

Item 1.

 

Financial Statements (unaudited)

 

 
        Consolidated Statements of Operations   1
        Consolidated Statements of Comprehensive Income   2
        Consolidated Balance Sheets   3
        Consolidated Statements of Equity   4
        Consolidated Statements of Cash Flows   5
        Notes to Unaudited Consolidated Financial Statements   6

 

 

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

36

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

55

 

 

Item 4.

 

Controls and Procedures

 

56

PART II.

 

Other Information

 

57

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

57

 

 

Item 4.

 

Mine Safety Disclosures

 

57

 

 

Item 6.

 

Exhibits

 

57

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CF INDUSTRIES HOLDINGS, INC.

PART I—FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS.


CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 
  Three months ended
March 31,
 
 
  2014   2013  
 
  (in millions, except per
share amounts)

 

Net sales

  $ 1,132.6   $ 1,336.5  

Cost of sales

    689.8     661.4  
           

Gross margin

    442.8     675.1  
           

Selling, general and administrative expenses

    41.7     44.3  

Other operating—net

    (5.8 )   14.6  
           

Total other operating costs and expenses

    35.9     58.9  

Gain on sale of phosphate business

    747.1      

Equity in earnings of operating affiliates

    15.8     11.6  
           

Operating earnings

    1,169.8     627.8  

Interest expense

    40.0     39.1  

Interest income

    (0.2 )   (2.1 )

Other non-operating—net

    (0.1 )   54.7  
           

Earnings before income taxes and equity in earnings of non-operating affiliates

    1,130.1     536.1  

Income tax provision

    413.2     107.4  

Equity in earnings of non-operating affiliates—net of taxes

    3.5     0.7  
           

Net earnings

    720.4     429.4  

Less: Net earnings attributable to noncontrolling interest

    11.9     22.9  
           

Net earnings attributable to common stockholders

  $ 708.5   $ 406.5  
           
           

Net earnings per share attributable to common stockholders:

             

Basic

  $ 12.94   $ 6.53  
           
           

Diluted

  $ 12.90   $ 6.47  
           
           

Weighted average common shares outstanding:

             

Basic

    54.8     62.3  
           
           

Diluted

    54.9     62.8  
           
           

Dividends declared per common share

  $ 1.00   $ 0.40  
           
           

   

See Accompanying Notes to Unaudited Consolidated Financial Statements.

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CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 
  Three months ended
March 31,
 
 
  2014   2013  
 
  (in millions)
 

Net earnings

  $ 720.4   $ 429.4  

Other comprehensive income (loss):

   
 
   
 
 

Foreign currency translation adjustment—net of taxes

    (16.9 )   (56.7 )

Unrealized loss on hedging derivatives—net of taxes

        (7.8 )

Unrealized gain on securities—net of taxes

    0.1     0.4  

Defined benefit plans—net of taxes

    7.4     3.0  
           

    (9.4 )   (61.1 )
           

Comprehensive income

    711.0     368.3  

Less: Comprehensive income attributable to the noncontrolling interest

    11.9     22.3  
           

Comprehensive income attributable to common stockholders

  $ 699.1   $ 346.0  
           
           

   

See Accompanying Notes to Unaudited Consolidated Financial Statements.

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CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

 
  (Unaudited)
March 31,
2014
  December 31,
2013
 
 
  (in millions, except share
and per share amounts)

 

Assets

             

Current assets:

             

Cash and cash equivalents

  $ 3,530.2   $ 1,710.8  

Restricted cash

    653.3     154.0  

Accounts receivable—net

    215.7     230.9  

Inventories—net

    384.4     274.3  

Deferred income taxes

    44.6     60.0  

Prepaid income taxes

        33.4  

Assets held for sale

        74.3  

Other

    82.9     92.4  
           

Total current assets

    4,911.1     2,630.1  

Property, plant and equipment, net

    4,281.9     4,101.7  

Investments in and advances to affiliates

    933.5     926.0  

Goodwill

    2,094.6     2,095.8  

Noncurrent assets held for sale

        679.0  

Other assets

    254.4     245.5  
           

Total assets

  $ 12,475.5   $ 10,678.1  
           
           

Liabilities and Equity

             

Current liabilities:

             

Accounts payable and accrued expenses

  $ 593.7   $ 564.1  

Income taxes payable

    347.1     73.3  

Customer advances

    477.3     120.6  

Liabilities held for sale

        26.8  

Other

    17.6     43.5  
           

Total current liabilities

    1,435.7     828.3  
           

Long-term debt

    4,592.3     3,098.1  

Deferred income taxes

    821.0     833.2  

Noncurrent liabilities held for sale

        154.5  

Other noncurrent liabilities

    318.2     325.6  

Equity:

             

Stockholders' equity:

             

Preferred stock—$0.01 par value,

             

50,000,000 shares authorized

         

Common stock—$0.01 par value, 500,000,000 shares authorized, 2014—56,839,066 shares issued and 2013—56,733,712 shares issued

    0.6     0.6  

Paid-in capital

    1,612.0     1,594.3  

Retained earnings

    4,378.9     3,725.6  

Treasury stock—at cost, 2014—4,088,938 shares and 2013—885,518 shares          

    (995.8 )   (201.8 )

Accumulated other comprehensive loss

    (52.0 )   (42.6 )
           

Total stockholders' equity

    4,943.7     5,076.1  

Noncontrolling interest

    364.6     362.3  
           

Total equity

    5,308.3     5,438.4  
           

Total liabilities and equity

  $ 12,475.5   $ 10,678.1  
           
           

   

See Accompanying Notes to Unaudited Consolidated Financial Statements.

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CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

 
  Common Stockholders    
   
 
 
  $0.01 Par
Value
Common
Stock
  Treasury
Stock
  Paid-In
Capital
  Retained
Earnings
  Accumulated
Other
Comprehensive Loss
  Total
Stockholders'
Equity
  Noncontrolling
Interest
  Total
Equity
 
 
  (in millions)
 

Balance at December 31, 2012

  $ 0.6   $ (2.3 ) $ 2,492.4   $ 3,461.1   $ (49.6 ) $ 5,902.2   $ 380.0   $ 6,282.2  

Net earnings

                406.5         406.5     22.9     429.4  

Other comprehensive income

                                                 

Foreign currency translation adjustment—net of taxes

                    (56.1 )   (56.1 )   (0.6 )   (56.7 )

Unrealized loss on hedging derivatives—net of taxes

                    (7.8 )   (7.8 )       (7.8 )

Unrealized gain on securities—net of taxes

                    0.4     0.4         0.4  

Defined benefit plans—net of taxes

                    3.0     3.0         3.0  
                                             

Comprehensive income

                                  346.0     22.3     368.3  
                                             

Purchases of treasury stock

        (507.3 )                 (507.3 )       (507.3 )

Issuance of $0.01 par value common stock under employee stock plans

            4.6             4.6         4.6  

Stock-based compensation expense

            3.0             3.0         3.0  

Excess tax benefit from stock-based compensation

            9.0             9.0         9.0  

Cash dividends ($0.40 per share)

                (25.2 )         (25.2 )       (25.2 )

Declaration of distribution payable

                            (16.7 )   (16.7 )

Effect of exchange rates changes

                            (0.2 )   (0.2 )
                                   

Balance at March 31, 2013

  $ 0.6   $ (509.6 ) $ 2,509.0   $ 3,842.4   $ (110.1 ) $ 5,732.3   $ 385.4   $ 6,117.7  
                                   
                                   

Balance at 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 (loss)

                                                 

Foreign currency translation adjustment—net of taxes

                    (16.9 )   (16.9 )       (16.9 )

Unrealized 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 )

Declaration of distribution payable

                            (9.6 )   (9.6 )
                                   

Balance at March 31, 2014

  $ 0.6   $ (995.8 ) $ 1,612.0   $ 4,378.9   $ (52.0 ) $ 4,943.7   $ 364.6   $ 5,308.3  
                                   
                                   

   

See Accompanying Notes to Unaudited Consolidated Financial Statements.

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CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 
  Three months ended
March 31,
 
 
  2014   2013  
 
  (in millions)
 

Operating Activities:

             

Net earnings

  $ 720.4   $ 429.4  

Adjustments to reconcile net earnings to net cash provided by operating activities:

             

Depreciation, depletion and amortization

    105.3     107.1  

Deferred income taxes

    17.1     (66.7 )

Stock compensation expense

    3.8     3.2  

Excess tax benefit from stock-based compensation

    (4.5 )   (9.0 )

Unrealized loss (gain) on derivatives

    21.9     (9.0 )

Gain on sale of phosphate business

    (747.1 )    

Loss on disposal of property, plant and equipment

    0.1     2.3  

Undistributed earnings of affiliates—net

    (11.4 )   (4.2 )

Changes in:

             

Accounts receivable

    32.2     (25.4 )

Inventories

    (112.3 )   (109.8 )

Accrued income taxes

    279.9     (81.8 )

Accounts payable and accrued expenses

    67.4     73.5  

Customer advances—net

    356.8     317.9  

Other—net

    20.4     51.2  
           

Net cash provided by operating activities

    750.0     678.7  
           

Investing Activities:

             

Additions to property, plant and equipment

    (392.4 )   (152.8 )

Proceeds from the sale of property, plant and equipment

    1.3     3.3  

Proceeds from sale of phosphate business

    1,353.6      

Deposits to restricted cash funds

    (505.0 )   (45.3 )

Withdrawals from restricted cash funds

    5.7      

Other—net

    5.8     (1.9 )
           

Net cash provided by (used in) investing activities

    469.0     (196.7 )
           

Financing Activities:

             

Proceeds from long-term borrowings

    1,494.2      

Financing fees

    (15.7 )    

Dividends paid on common stock

    (55.2 )   (25.2 )

Distributions to noncontrolling interests

    (9.6 )   (16.7 )

Purchase of treasury stock

    (781.8 )   (500.1 )

Issuances of common stock under employee stock plans

    9.4     4.6  

Excess tax benefit from stock-based compensation

    4.5     9.0  

Other—net

    (43.0 )    
           

Net cash provided by (used in) financing activities

    602.8     (528.4 )
           

Effect of exchange rate changes on cash and cash equivalents

    (2.4 )   (18.2 )
           

Increase (decrease) in cash and cash equivalents

    1,819.4     (64.6 )

Cash and cash equivalents at beginning of period

    1,710.8     2,274.9  
           

Cash and cash equivalents at end of period

  $ 3,530.2   $ 2,210.3  
           
           

   

See Accompanying Notes to Unaudited Consolidated Financial Statements.

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CF INDUSTRIES HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.     Background and Basis of Presentation

        We are one of the largest manufacturers and distributors of nitrogen fertilizer products in the world. Our principal customers are cooperatives and independent fertilizer distributors. Our principal nitrogen fertilizer products are ammonia, granular urea, urea ammonium nitrate solution, or UAN, and ammonium nitrate, or AN. Our other nitrogen products include urea liquor, diesel exhaust fluid, or DEF, and aqua ammonia, which are sold primarily to our industrial customers. Our core market and distribution facilities are concentrated in the midwestern United States and other major agricultural areas of the U.S. and Canada. We also export nitrogen fertilizer products from our Donaldsonville, Louisiana manufacturing facilities.

        Prior to March 17, 2014, we also manufactured and distributed phosphate fertilizers. Our principal phosphate products were diammonium phosphate, or DAP, and monoammonium phosphate, or MAP. On March 17, 2014, we completed the sale of our phosphate mining and manufacturing business, which is located in Florida, to the Mosaic Company (Mosaic) for approximately $1.4 billion in cash, subject to adjustments as provided in the agreement. The sale followed the terms of the definitive agreement executed in October 2013. The accounts receivable and accounts payable pertaining to the phosphate mining and manufacturing business and certain phosphate inventory held in distribution facilities were not sold to Mosaic in the phosphate business sale transaction and are being settled in the ordinary course.

        Upon closing the phosphate business sale transaction, we began to supply Mosaic with ammonia produced by our PLNL joint venture. The contract to supply ammonia to Mosaic from our PLNL joint venture represents the continuation of a supply arrangement that historically has been maintained between our former phosphate mining and manufacturing business and other operations of the Company and its subsidiaries. Because of the significance of this continuing supply arrangement, in accordance with U.S. generally accepted accounting principles, the phosphate mining and manufacturing business is not reported as discontinued operations in our consolidated statement of operations.

        The Company's results are organized into two business segments—the nitrogen segment and the phosphate segment. The phosphate segment reflects the reported results of the phosphate business through March 17, 2014, plus the continuing sales of the phosphate inventory in the distribution network after March 17, 2014. It is expected that the remaining phosphate inventory in the distribution network will be sold in the second quarter of 2014, at which time the phosphate segment will cease to have reported results.

        The accompanying unaudited interim consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements for the year ended December 31, 2013, in accordance with accounting principles generally accepted in the United States for interim financial reporting. In the opinion of management, these statements reflect all adjustments, consisting only of normal and recurring adjustments that are necessary for the fair representation of the information for the periods presented. The unaudited interim consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Operating results for any period presented apply to that period only and are not necessarily indicative of results for any future period.

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CF INDUSTRIES HOLDINGS, INC.

        These statements should be read in conjunction with our audited consolidated financial statements and related disclosures included in our 2013 Annual Report on Form 10-K filed with the SEC on February 27, 2014.

        The preparation of the unaudited interim financial statements requires management to make use of estimates and assumptions that affect the reported amount of assets and liabilities, revenue and expenses and certain financial statement disclosures. Actual results could differ from these estimates. Significant estimates in these consolidated financial statements include net realizable value of inventories, the timing and ultimate settlement costs of asset retirement obligations, environmental remediation liabilities, environmental and litigation contingencies, the cost of sales incentives, useful lives of property and identifiable intangible assets, the evaluation of impairments of property, investments, identifiable intangible assets and goodwill, income tax and valuation reserves, allowances for doubtful accounts receivable, the measurement of the fair values of investments for which markets are not active, assumptions used in the determination of the funded status and annual expense of pension and postretirement employee benefit plans and the volatility and expected lives for stock compensation instruments granted to employees.

        All references to "CF Holdings," "the Company," "we," "us" and "our" refer to CF Industries Holdings, Inc. and its subsidiaries, except where the context makes clear that the reference is only to CF Industries Holdings, Inc. itself and not its subsidiaries.

2.     Summary of Significant Accounting Policies

        For a complete discussion of the Company's significant accounting policies, refer to our 2013 Annual Report on Form 10-K filed with the SEC on February 27, 2014.

3.     Phosphate Business Disposition

        In March of 2014, we completed the sale of the Company's phosphate mining and manufacturing business (the "Transaction") to Mosaic pursuant to the terms of an Asset Purchase Agreement dated as of October 28, 2013 (the "Purchase Agreement"), among the Company, CF Industries and Mosaic for approximately $1.4 billion in cash, subject to adjustments as provided in the Purchase Agreement. We recognized a pre-tax and after-tax gain on the sale of the phosphate business of $747.1 million and $461.0 million, respectively. Under the terms of the Purchase Agreement, the accounts receivable and accounts payable pertaining to the phosphate mining and manufacturing business and certain phosphate inventory held in distribution facilities were not sold to Mosaic in the Transaction and are being settled in the ordinary course.

        Upon closing the Transaction we began to supply Mosaic with ammonia produced by our PLNL joint venture. The contract to supply ammonia to Mosaic from our PLNL joint venture represents the continuation of a supply arrangement that historically has been maintained between our former phosphate mining and manufacturing business and other operations of the Company and its subsidiaries. These sales to Mosaic are reported in our nitrogen segment. Because of the significance of this continuing supply arrangement, in accordance with U.S. generally accepted accounting principles, the phosphate mining and manufacturing business is not reported as discontinued operations in our consolidated statement of operations.

        The phosphate segment reflects the reported results of the phosphate business through March 17, 2014, plus the continuing sales of the phosphate inventory in the distribution network after March 17, 2014. It is expected that the remaining phosphate inventory will be sold in the second quarter of 2014, at which time the phosphate segment will cease to have reported results.

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CF INDUSTRIES HOLDINGS, INC.

        The phosphate mining and manufacturing business assets we sold in the Transaction include the Hardee County Phosphate Rock Mine; the Plant City Phosphate Complex; an ammonia terminal, phosphate warehouse and dock at the Port of Tampa; and the site of the former Bartow Phosphate Complex. In addition, Mosaic assumed certain liabilities related to the phosphate mining and manufacturing business, including responsibility for closure, water treatment and long term maintenance and monitoring of the phosphogypsum stacks at the Plant City and Bartow complexes. Mosaic also received the value of the phosphate mining and manufacturing business's asset retirement obligation trust and escrow funds totaling approximately $200 million. The assets or liabilities sold to Mosaic had been classified as held for sale prior to closing the Transaction. As a result, no depreciation was recorded during 2014 on amounts in long-lived assets classified as held for sale.

4.     Derivative Financial Instruments

        We use derivative financial instruments to reduce our exposure to changes in commodity prices and foreign currency exchange rates.

Commodity Price Risk Management

        Natural gas is the largest and most volatile component of the manufacturing cost for nitrogen-based fertilizers. We manage the risk of changes in gas prices primarily through the use of derivative financial instruments covering periods of generally less than 18 months. The derivatives that we use are primarily fixed price swaps and call options traded in the over-the-counter (OTC) markets. These natural gas derivatives settle using primarily a NYMEX futures price index, which represents the basis for fair value at any given time. The contracts are entered into with respect to gas to be consumed in the future and settlements are scheduled to coincide with anticipated purchases of natural gas used to manufacture nitrogen products during those future periods. We use natural gas derivatives as an economic hedge of gas price risk, but without the application of hedge accounting.

        As of March 31, 2014 and December 31, 2013, we had open natural gas derivative contracts for 57.4 million MMBtus and 76.3 million MMBtus, respectively. For the three months ended March 31, 2014, we used derivatives to cover approximately 71% of our natural gas consumption.

Foreign Currency Exchange Rates

        In the fourth quarter of 2012, our Board of Directors authorized the expenditure of $3.8 billion to construct new ammonia and urea/UAN plants at our Donaldsonville, Louisiana complex and new ammonia and urea plants at our Port Neal, Iowa complex. A portion of the project costs are Euro-denominated. In order to manage our exposure to changes in the Euro to U.S. dollar currency exchange rates, we have hedged our projected Euro denominated payments through early 2015 using currency forward exchange contracts.

        At March 31, 2014, the notional amount of our open foreign currency derivatives was $607.2 million. Of this amount none was designated as hedging instruments for accounting purposes. At December 31, 2013, the Company elected to de-designate the remaining cash flow hedging instruments related to our capacity expansion projects.

        No reclassification from accumulated other comprehensive income (AOCI) to income occurred in the three months ended March 31, 2014 or during 2013, and none is expected within the next twelve months. The AOCI related to our foreign currency derivatives is expected to be reclassified into income over the depreciable lives of the fixed assets associated with the capital expansion projects.

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CF INDUSTRIES HOLDINGS, INC.

        The effect of derivatives in our consolidated statements of operations for the three months ended March 31, 2014 and 2013 is shown in the table below:

 
  Gain (loss) recognized
in OCI
  Gain (loss) reclassified from AOCI into income  
 
  Three months ended
March 31,
   
  Three months ended
March 31,
 
Derivatives designated
as cash flow hedges
  2014   2013   Location   2014   2013  
 
  (in millions)
   
  (in millions)
 

Foreign exchange contracts

  $   $ (12.2 ) Other operating—net   $   $  
                       
                       

 

 
   
   
  Gain (loss) recognized in income  
 
   
   
   
  Three months ended
March 31,
 
 
   
   
  Location   2014   2013  
 
   
   
   
  (in millions)
 

Foreign exchange contracts

  Other operating—net(1)   $   $ (0.2 )
                           
                           

 

 
   
   
  Gain (loss) recognized in income  
 
   
   
   
  Three months ended
March 31,
 
Derivatives not
   
   
  Location   2014   2013  
designated as hedges
   
   
 
 
   
   
   
  (in millions)
 

Natural gas derivatives

  Cost of sales   $ (22.6 ) $ 22.5  

Foreign exchange contracts

  Other operating—net     (4.9 )   (13.5 )
                           

                  $ (27.5 ) $ 9.0  
                           
                           

 

 
  Gain (loss) in
income
 
 
  Three months ended
March 31,
 
All Derivatives
  2014   2013  
 
  (in millions)
 

Unrealized (losses) gains

             

Derivatives not designated as hedges

  $ (27.5 ) $ 9.0  

Cash flow hedge ineffectiveness

        (0.2 )
           

Total unrealized (losses) gains

    (27.5 )   8.8  

Realized gains (losses)

    62.0     (7.7 )
           

Net derivative gains

  $ 34.5   $ 1.1  
           
           

(1)
For derivatives designated as cash flow hedges, the amount reported as gain (loss) recognized in income represents the amount excluded from hedge effectiveness.

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        The fair values of derivatives on our consolidated balance sheets are shown below. For additional information on derivative fair values, see Note 17—Fair Value Measurements.

 
  Asset Derivatives   Liability Derivatives  
 
  Balance Sheet
Location
  March 31,
2014
  December 31,
2013
  Balance Sheet
Location
  March 31,
2014
  December 31,
2013
 
 
   
  (in millions)
   
  (in millions)
 

Derivatives designated as hedging instruments

                                 

Foreign exchange contracts

  Other current assets   $   $   Other current liabilities   $   $  

Foreign exchange contracts

  Other noncurrent assets           Other noncurrent liabilities          
                           

      $   $       $   $  
                           

Derivatives not designated as hedging instruments

                                 

Foreign exchange contracts

  Other current assets   $ 22.3   $ 27.3   Other current liabilities   $ (0.2 ) $  

Foreign exchange contracts

  Other noncurrent assets     0.8     1.6   Other non current liabilities          

Natural gas derivatives

  Other current assets     29.7     45.4   Other current liabilities     (0.3 )   (0.2 )

Natural gas derivatives

  Other noncurrent assets           Other non current liabilities          
                           

      $ 52.8   $ 74.3       $ (0.5 ) $ (0.2 )
                           

Total derivatives

      $ 52.8   $ 74.3       $ (0.5 ) $ (0.2 )
                           
                           

Current / Non-Current Totals

                                 

  Other current assets   $ 52.0   $ 72.7   Other current liabilities   $ (0.5 ) $ (0.2 )

  Other noncurrent assets     0.8     1.6   Other non current liabilities          
                           

Total derivatives

      $ 52.8   $ 74.3       $ (0.5 ) $ (0.2 )
                           
                           

        The counterparties to our derivative contracts are large financial institutions and large oil and gas companies. Our derivatives are executed with several counterparties, generally under International Swaps and Derivatives Association (ISDA) agreements. The ISDA agreements are master netting arrangements commonly used for OTC derivatives that mitigate exposure to counterparty credit risk, in part, by creating contractual rights of netting and setoff, the specifics of which vary from agreement to agreement. These rights are described further below:

        Most of our ISDA agreements contain credit-risk-related contingent features with sliding-scale credit support thresholds that are dependent upon the ratings assigned to our long-term unsecured debt by certain credit rating agencies. Downgrades in our credit ratings would cause the applicable threshold levels to decrease and improvements in those ratings could cause the threshold levels to increase. If our

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net liability positions exceed the threshold amounts, the counterparties could require cash collateral, some other form of credit support, or daily cash settlement of unrealized losses. At March 31, 2014 and December 31, 2013, the aggregate fair value of the derivative instruments with credit-risk-related contingent features in net liability positions was $0.5 million and $0.2 million, respectively, which also approximates the fair value of the maximum amount of additional collateral that would need to be posted or assets needed to settle the obligations if the credit-risk-related contingent features were triggered at the reporting dates. At both March 31, 2014 and December 31, 2013, we had no cash collateral on deposit with counterparties for derivative contracts. The credit support documents executed in connection with ISDA agreements generally provide us and our counterparties the right to setoff collateral against amounts owing under the ISDA agreements upon the occurrence of a default or a specified termination event.

        The following table presents amounts relevant to offsetting of our derivative assets and liabilities at March 31, 2014 and December 31, 2013.

 
   
  Gross amounts
not offset in consolidated
balance sheet
   
 
 
  Amounts
presented in
consolidated
balance
sheet(1)
   
 
 
  Financial
instruments
  Cash
collateral
received
(pledged)
  Net
amount
 
 
  (in millions)
 

March 31, 2014

                         

Total derivative assets

  $ 52.8   $ 0.5   $   $ 52.3  

Total derivative liabilities

    0.5     0.5          
                   

Net assets

  $ 52.3   $   $   $ 52.3  
                   
                   

December 31, 2013

                         

Total derivative assets

  $ 74.3   $ 0.2   $   $ 74.1  

Total derivative liabilities

                 
                   

Net assets

  $ 74.3   $ 0.2   $   $ 74.1  
                   
                   

(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.

        Our exposure to credit loss from nonperformance by counterparties was approximately $52.3 million and $74.1 million at March 31, 2014 and December 31, 2013, respectively. We do not believe the contractually allowed netting, close-out netting or set-off of amounts owed to, or due from, the counterparties to our ISDA agreements would have a material effect on our financial position.

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5.     Net Earnings Per Share

        Net earnings per share were computed as follows:

 
  Three months ended
March 31,
 
 
  2014   2013  
 
  (in millions, except per
share amounts)

 

Net earnings attributable to common stockholders

  $ 708.5   $ 406.5  
           
           

Basic earnings per common share:

             

Weighted average common shares outstanding

    54.8     62.3  
           
           

Net earnings attributable to common stockholders

  $ 12.94   $ 6.53  
           
           

Diluted earnings per common share:

             

Weighted average common shares outstanding

    54.8     62.3  

Dilutive common shares—stock options

    0.1     0.5  
           

Diluted weighted average shares outstanding

    54.9     62.8  
           
           

Net earnings attributable to common stockholders

  $ 12.90   $ 6.47  
           
           

        In the computation of diluted net earnings per common share, potentially dilutive stock options are excluded if the effect of their inclusion is anti-dilutive. For the three months ended March 31, 2014 and 2013, anti-dilutive stock options were insignificant.

6.     Interest Expense

        Details of interest expense are as follows:

 
  Three months ended
March 31,
 
 
  2014   2013  
 
  (in millions)
 

Interest on borrowings

  $ 47.9   $ 28.0  

Fees on financing agreements

    3.5     3.5  

Interest on tax liabilities

    1.5     12.1  

Interest capitalized and other

    (12.9 )   (4.5 )
           

  $ 40.0   $ 39.1  
           
           

7.     Income Taxes

        Our income tax provision for the three months ended March 31, 2014 was $413.2 million on pre-tax income of $1,130.1 million, or an effective tax rate of 36.6%, compared to an income tax provision of $107.4 million, or an effective tax rate of 20.0% for the three months ended March 31, 2013. Our income tax provision for the three months ended March 31, 2014 includes $286.1 million of income tax expense relating to the phosphate business sale transaction, which increased the effective tax rate by 3.4%. Our effective tax rate was higher in the three months ended March 31, 2014 due to the fact that the prior year's quarter included a favorable tax effect related to the Closing Agreement with the IRS as discussed further below.

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        Our effective tax rate based on pre-tax earnings differs from our effective tax rate based on pre-tax earnings exclusive of noncontrolling interest, as our consolidated income tax provision does not include a tax provision on the earnings attributable to noncontrolling interests in TNCLP, which does not record an income tax provision.

        At the time of our Initial Public Offering (IPO) in 2005, we had accumulated a substantial amount of NOLs. Due to the uncertainty of realizing the tax benefit from the NOLs when we ceased to be a non-exempt cooperative for income tax purposes when we became a public company, a full valuation allowance was recorded against those NOLs. At that time, we entered into an agreement (NOL Agreement) with the pre-IPO owners under which they would benefit should any of the pre-IPO NOLs be realized in future years by our using the NOLs to offset post-IPO taxable income. If this were to occur, we would pay the pre-IPO owners amounts equal to the resulting federal and state income taxes actually saved. At December 31, 2012, the NOLs had a potential tax benefit of $94.3 million, which had been fully reserved by the valuation allowance. In January 2013, we and the pre-IPO owners amended the NOL Agreement to provide, among other things, that we would be entitled to retain 26.9% of any settlement realized.

        In March 2013, we entered into a Closing Agreement with the IRS to resolve the tax treatment of the pre-IPO NOLs. Pursuant to the Closing Agreement, we have agreed with the IRS that we will be entitled to a tax deduction equal to a portion of the NOLs over five years commencing with the 2012 tax year. Under the terms of the amended NOL Agreement, 73.1% of the federal and state tax savings will be payable to our pre-IPO owners. As a result of the Closing Agreement, we recorded a liability of $55.2 million to recognize the tax savings from the IRS settlement that will be payable to our pre-IPO owners under the terms of the NOL Agreement. In our consolidated statement of operations for the three months ended March 31, 2013, the expense related to this liability is included in Other non-operating—net. On our consolidated balance sheet at March 31, 2014, $10.2 million is included in accounts payable and accrued expenses for the current portion of the tax savings payable to the pre-IPO owners and $32.7 million is included in other noncurrent liabilities for the portion of the tax savings payable to the pre-IPO owners in future years.

        For additional information concerning income taxes, see Note 11—Income Taxes in our 2013 Annual Report on Form 10-K filed with the SEC on February 27, 2014.

8.     Inventories—Net

        Inventories—net consist of the following:

 
  March 31,
2014
  December 31,
2013
 
 
  (in millions)
 

Fertilizer

  $ 360.9   $ 251.0  

Raw materials, spare parts and supplies

    23.5     23.3  
           

  $ 384.4   $ 274.3  
           
           

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9.     Property, Plant and Equipment—Net

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

 
  March 31,
2014
  December 31,
2013
 
 
  (in millions)
 

Land

  $ 37.6   $ 37.9  

Machinery and equipment

    5,040.5     5,046.8  

Buildings and improvements

    158.0     159.4  

Construction in progress

    1,353.6     1,099.1  
           

    6,589.7     6,343.2  

Less: Accumulated depreciation, depletion and amortization

    2,307.8     2,241.5  
           

  $ 4,281.9   $ 4,101.7  
           
           

        At March 31, 2014 and December 31, 2013 we had $147.9 million and $228.9 million, respectively, of construction in progress that was accrued but unpaid.

        At March 31, 2014, the expenditures related to the capacity expansion projects included in construction in progress in the table above totaled $883.2 million.

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

 
  Three months ended
March 31,
 
 
  2014   2013  
 
  (in millions)
 

Net capitalized turnaround costs:

             

Beginning balance

  $ 119.8   $ 82.1  

Additions

    17.1     4.0  

Depreciation

    (18.7 )   (8.7 )

Effect of exchange rate changes

    (0.6 )   (0.1 )
           

Ending balance

  $ 117.6   $ 77.3  
           
           

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

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10.   Equity Method Investments

        Equity method investments consist of the following:

 
  March 31,
2014
  December 31,
2013
 
 
  (in millions)
 

Operating equity method investments

  $ 377.1   $ 379.7  

Non-operating equity method investments

    556.4     546.3  
           

Investments in and advances to affiliates

  $ 933.5   $ 926.0  
           
           

Operating Equity Method Investments

        Our equity method investments included in operating earnings consist of: (1) a 50% ownership interest in Point Lisas Nitrogen Limited (PLNL), which operates an ammonia production facility in the Republic of Trinidad and Tobago; and (2) a 50% interest in an ammonia storage joint venture located in Houston, Texas. We include our share of the net earnings from these investments as an element of earnings from operations because these operations provide additional production and storage capacity to our operations and are integrated with our other supply chain and sales activities in the nitrogen segment.

        The combined results of operations and financial position for our operating equity method investments are summarized below:

 
  Three months ended
March 31,
 
 
  2014   2013  
 
  (in millions)
 

Condensed statement of operations information:

             

Net sales

  $ 75.2   $ 96.4  
           
           

Net earnings

  $ 24.8   $ 32.2  
           
           

Equity in earnings of operating affiliates

  $ 15.8   $ 11.6  
           
           

 

 
  March 31,
2014
  December 31,
2013
 
 
  (in millions)
 

Condensed balance sheet information:

             

Current assets

  $ 84.2   $ 84.3  

Long-term assets

    142.8     147.3  
           

Total assets

  $ 227.0   $ 231.6  
           
           

Current liabilities

  $ 33.1   $ 36.5  

Long-term liabilities

    25.0     25.0  

Equity

    168.9     170.1  
           

Total liabilities and equity

  $ 227.0   $ 231.6  
           
           

        The total carrying value of these investments at March 31, 2014 was $377.1 million, which was $292.6 million more than our share of the affiliates' book value. The excess is primarily attributable to the purchase accounting impact of our acquisition of the investment in PLNL and reflects primarily the revaluation of property, plant and equipment, the value of an exclusive natural gas contract and

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goodwill. The increased basis for property, plant and equipment and the gas contract are being depreciated over a remaining period of approximately 20 years and 10 years, respectively. Our equity in earnings of operating affiliates is different from our ownership interest in income reported by the unconsolidated affiliates due to amortization of basis differences.

        We have transactions in the normal course of business with PLNL reflecting our obligation to purchase 50% of the ammonia produced by PLNL at current market prices. Our ammonia purchases from PLNL totaled approximately $34.0 million and $38.4 million for the three months ended March 31, 2014 and 2013, respectively.

Non-Operating Equity Method Investments

        Our non-operating equity method investments consist of: (1) a 50% ownership of KEYTRADE AG (Keytrade), a fertilizer trading company headquartered near Zurich, Switzerland; and (2) a 50% ownership in GrowHow UK Limited (GrowHow), which operates nitrogen production facilities in the United Kingdom. We account for these investments as non-operating equity method investments, and do not include the net earnings of these investments in earnings from operations since these operations do not provide additional capacity to us, nor are these operations integrated within our supply chain.

        The combined results of operations and financial position of our non-operating equity method investments are summarized below:

 
  Three months ended
March 31,
 
 
  2014   2013  
 
  (in millions)
 

Condensed statement of operations information:

             

Net sales

  $ 570.3   $ 594.1  
           
           

Net earnings

  $ 22.4   $ 7.0  
           
           

Equity in earnings of non-operating affiliates—net of taxes

  $ 3.5   $ 0.7  
           
           

 

 
  March 31,
2014
  December 31,
2013
 
 
  (in millions)
 

Condensed balance sheet information:

             

Current assets

  $ 523.9   $ 540.3  

Long-term assets

    320.3     319.3  
           

Total assets

  $ 844.2   $ 859.6  
           
           

Current liabilities

  $ 276.7   $ 310.6  

Long-term liabilities

    164.7     168.9  

Equity

    402.8     380.1  
           

Total liabilities and equity

  $ 844.2   $ 859.6  
           
           

        In conjunction with our investment in Keytrade, we provided financing to Keytrade in exchange for subordinated notes that mature on September 30, 2017 and bear interest at LIBOR plus 1.00 percent. At March 31, 2014 and December 31, 2013, the amount of the outstanding advances to Keytrade on our consolidated balance sheets was $12.4 million. For each of the three month periods ended March 31, 2014 and 2013, we recognized interest income on advances to Keytrade of $0.1 million. The carrying value of our advances to Keytrade approximates fair value.

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        Excluding the advances to Keytrade, the carrying value of our non-operating equity method investments at March 31, 2014 was $544.0 million, which was $342.6 million more than our share of the affiliates' book value. The excess is primarily attributable to the impact of our acquisition of Terra and reflects primarily the revaluation of property, plant and equipment, identifiable intangibles and goodwill. The increased basis for property, plant and equipment and identifiable intangibles are being depreciated over remaining periods up to 12 years. Our equity in earnings of non-operating affiliates-net of taxes is different than our ownership interest in their net earnings due to the amortization of basis differences.

        At March 31, 2014, the amount of our consolidated retained earnings that represents our undistributed earnings of non-operating equity method investments is $28.1 million.

11.   Goodwill and Other Intangible Assets

        The following table shows the carrying amount of goodwill by business segment at March 31, 2014 and December 31, 2013:

 
  Nitrogen   Phosphate   Total  
 
  (in millions)
 

Balance at December 31, 2013

  $ 2,095.8   $   $ 2,095.8  

Impact from changes in foreign exchange

    (1.2 )       (1.2 )
               

Balance at March 31, 2014

  $ 2,094.6   $   $ 2,094.6  
               
               

        The identifiable intangibles and carrying values are shown below. The Company's intangible assets are presented in noncurrent other assets on our consolidated balance sheets.

 
  At March 31, 2014   At December 31, 2013  
 
  Gross
Carrying
Amount
  Accumulated
Amortization
  Net   Gross
Carrying
Amount
  Accumulated
Amortization
  Net  
 
   
   
  (in millions)
   
   
 

Intangible assets:

                                     

Customer Relationships

  $ 50.0   $ (11.1 ) $ 38.9   $ 50.0   $ (10.4 ) $ 39.6  

TerraCair Brand

    10.0     (4.1 )   5.9     10.0     (3.8 )   6.2  
                           

Total intangible assets

  $ 60.0   $ (15.2 ) $ 44.8   $ 60.0   $ (14.2 ) $ 45.8  
                           
                           

        Amortization expense of our identifiable intangibles for the three months ended March 31, 2014 and 2013 was $1.0 million and $0.9 million, respectively.

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        Total estimated amortization expense for the remainder of 2014 and the five succeeding fiscal years is as follows:

 
  Estimated
Amortization
Expense
 
 
  (in millions)
 

Remainder of 2014

  $ 3.0  

2015

    4.0  

2016

    4.0  

2017

    4.0  

2018

    4.0  

2019

    2.8  
       

  $ 21.8  
       
       

12.   Financing Agreements

Credit Agreement

        CF Holdings, as a guarantor, and CF Industries, as borrower, entered into a $500 million senior unsecured credit agreement, dated May 1, 2012 (the Credit Agreement), which provided for a revolving credit facility of up to $500 million with a maturity of five years. On April 22, 2013, the Credit Agreement was amended and restated to increase the credit facility from $500 million to $1.0 billion and extend its maturity to May 1, 2018.

        Borrowings under the Credit Agreement bear interest at a variable rate based on an applicable margin over LIBOR or a base rate and may be used for working capital, capital expenditures, acquisitions, share repurchases and other general purposes. The Credit Agreement requires that the Company maintain a minimum interest coverage ratio and not exceed a maximum total leverage ratio, and includes other customary terms and conditions, including customary events of default and covenants.

        All obligations under the Credit Agreement are unsecured. Currently CF Holdings is the only guarantor of CF Industries' obligations under the Credit Agreement. Certain of CF Industries' material domestic subsidiaries would be required to become guarantors under the Credit Agreement if such subsidiary were to guarantee other debt of the Company or CF Industries in excess of $350 million. Currently, no such subsidiary guarantees any debt.

        At March 31, 2014, there was $995.1 million of available credit under the Credit Agreement (net of outstanding letters of credit), and there were no borrowings outstanding.

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Senior Notes

        Long-term debt consisted of the following:

 
  March 31,
2014
  December 31,
2013
 
 
  (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     749.3  

5.150% due 2034

    746.1      

4.950% due 2043

    748.7     748.8  

5.375% due 2044

    748.1      
           

  $ 4,592.3   $ 3,098.1  

Less: Current portion

         
           

Net long-term debt

  $ 4,592.3   $ 3,098.1  
           
           

        On March 11, 2014, CF Industries issued $750 million aggregate principal amount of 5.150% senior notes due March 15, 2034 and $750 million aggregate principal amount of 5.375% senior notes due March 15, 2044. The Company received net proceeds of $1.48 billion from the issuance and sale of the senior notes due in 2034 and 2044, after deducting underwriting discounts and offering expenses. The Company intends to use the net proceeds from the offering to fund capital expenditure programs and stock repurchases and for other general corporate purposes, including working capital.

        Under the indentures and supplemental indentures governing the senior notes in the table above, each series of senior notes is guaranteed by CF Holdings. Interest is paid semiannually and the senior notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices. The indentures governing the senior notes contain customary events of default and covenants that limit, among other things, the ability of the Company and its subsidiaries, including CF Industries, to incur liens on certain properties to secure debt. In the event of specified changes in control involving CF Holdings or CF Industries, they also require CF Industries to offer to repurchase each series of senior notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest. In addition, in the event that a subsidiary of ours, other than CF Industries, becomes a borrower or a guarantor under our Credit Agreement (or any renewal, replacement or refinancing thereof), such subsidiary would be required to become a guarantor of the senior notes, provided that such requirement will no longer apply with respect to the senior notes due in 2023, 2034, 2043 and 2044 following the repayment of the senior notes due in 2018 and 2020 or the subsidiaries of ours, other than CF Industries, otherwise becoming no longer subject to such a requirement to guarantee the senior notes due in 2018 and 2020.

13.   Treasury Stock

        In the third quarter of 2012, our Board of Directors authorized the repurchase of up to $3.0 billion of CF Holdings common stock through December 31, 2016. Repurchases under this program may be made from time to time in the open market, in privately negotiated transactions, or otherwise. The manner, timing, and amount of any repurchases are determined by our management based on evaluation of market conditions, stock price, and other factors. In the first quarter of 2014, we repurchased 3.2 million shares for $794.0 million, of which $52.5 million was accrued but unpaid at March 31, 2014. Through the end of April 2014, under this program 11.2 million shares have been

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repurchased for an aggregate expenditure of $2.4 billion. At March 31, 2014, we held in treasury approximately 4.1 million shares of repurchased stock.

14.   Accumulated Other Comprehensive Income (Loss)

        Changes to AOCI are as follows:

 
  Foreign
Currency
Translation
Adjustment
  Unrealized
Gain (Loss)
on
Securities
  Unrealized
Gain (Loss)
on
Derivatives
  Defined
Benefit
Plans
  Accumulated
Other
Comprehensive
Income (Loss)
 
 
  (in millions)
 

Balance at December 31, 2012

  $ 61.4   $ (0.4 ) $ 4.6   $ (115.2 ) $ (49.6 )

Unrealized gain

        0.9     (12.2 )       (11.3 )

Reclassification to net earnings

        (0.3 )       3.1     2.8  

Effect of exchange rate changes, deferred taxes and other

    (56.1 )   (0.2 )   4.4     (0.1 )   (52.0 )
                       

Balance at March 31, 2013

  $ 5.3   $   $ (3.2 ) $ (112.2 ) $ (110.1 )
                       
                       

Balance at December 31, 2013

  $ 31.9   $ 0.6   $ 6.5   $ (81.6 ) $ (42.6 )

Unrealized gain (loss)

        0.1             0.1  

Gain arising during period

                      2.7     2.7  

Reclassification to net earnings

        (0.1 )       0.5     0.4  

Effect of exchange rate changes, deferred taxes and other

    (16.9 )   0.1         4.2     (12.6 )
                       

Balance at March 31, 2014

  $ 15.0   $ 0.7   $ 6.5   $ (74.2 ) $ (52.0 )
                       
                       

        Reclassifications out of AOCI during the three months ended March 31, 2014 were as follows:

 
  Amount
Reclassified
from AOCI
  Affected line item in
consolidated statement
of operations
 
  (in millions)
   

Unrealized Gain (Loss) on Securities

         

Available-for-sale securities

  $ (0.1 ) Interest income
         

Total before tax

    (0.1 )  

Tax effect

       
         

Net of tax

  $ (0.1 )  
         
         

Defined Benefit Plans

         

Amortization of transition obligation

  $ (1)  

Amortization of prior service cost

    (1)  

Amortization of net loss

    0.5 (1)  
         

Total before tax

    0.5    

Tax effect

    (0.2 )  
         

Net of tax

  $ 0.3    
         
         

Total reclassifications for the period

  $ 0.2    
         
         

(1)
These AOCI components are included in the computation of net periodic benefit cost of our pension and other postretirement benefits.

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        On March 17, 2014, we sold the phosphate mining and manufacturing business, which ceased certain benefits to affected employees. For the three months ended March 31, 2014, the defined benefit plan gain arising during the period pertains to the curtailment of pension plan benefits and a reduction of retiree medical benefits. For additional information, refer to Note 3-Phosphate Business Disposition.

15.   Contingencies

Litigation

West Fertilizer Co.

        In April 2013, there was a fire and explosion at the West Fertilizer Co. fertilizer storage and distribution facility in West, Texas. According to published reports, 15 people were killed and approximately 200 people were injured in the incident, and the fire and explosion damaged or destroyed a number of homes and buildings around the facility. We have been named as defendants in lawsuits filed in 2013 in the District Court of McLennan County, Texas by the City of West, individual residents of the County and other parties seeking recovery for damages allegedly sustained as a result of the explosion. Plaintiffs allege various theories of negligence, strict liability and breach of warranty under Texas law. Although we do not own or operate the facility or directly sell our product to West Fertilizer Co., products we have manufactured and sold to others have been delivered to the facility and may have been stored at the West facility at the time of the incident. Based on the initial analysis of the pending lawsuits, we believe that we have strong legal and factual defenses to the claims and intend to defend ourselves vigorously in the pending lawsuits and any other claims brought against us in connection with the incident.

Other Litigation

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

Environmental

Clean Air Act—Section 185 Fee

        Our Donaldsonville Nitrogen Complex is located in a five-parish region near Baton Rouge, Louisiana that, as of 2005, was designated as being in "severe" nonattainment with respect to the national ambient air quality standard (NAAQS) for ozone (the 1-hour ozone standard) pursuant to the Federal Clean Air Act (the Act). Section 185 of the Act requires states, in their state implementation plans, to levy a fee (Section 185 fee) on major stationary sources (such as the Donaldsonville facility) located in a severe nonattainment area that did not meet the 1-hour ozone standard by November 30, 2005. The fee was to be assessed for each calendar year (beginning in 2006) until the area achieved compliance with the ozone NAAQS.

        Prior to the imposition of Section 185 fees, the EPA adopted a new ozone standard (the 8-hour ozone standard) and rescinded the 1-hour ozone standard. The Baton Rouge area was designated as a "moderate" nonattainment area with respect to the 8-hour ozone standard. However, because Section 185 fees had never been assessed prior to the rescission of the 1-hour ozone standard (rescinded prior to the November 30, 2005 ozone attainment deadline), the EPA concluded in a 2004

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rulemaking implementing the 8-hour ozone standard that the Act did not require states to assess Section 185 fees. As a result, Section 185 fees were not assessed against CF Industries and other companies located in the Baton Rouge area.

        In 2006, the federal D.C. Circuit Court of Appeals rejected the EPA's position and held that Section 185 fees were controls that must be maintained and fees should have been assessed under the Act. In January 2008, the U.S. Supreme Court declined to accept the case for review, making the appellate court's decision final.

        In July 2011, the EPA approved a revision to Louisiana's air pollution program that eliminated the requirement for Baton Rouge area companies to pay Section 185 fees, based on Baton Rouge's ultimate attainment of the 1-hour standard through permanent and enforceable emissions reductions. EPA's approval of the Louisiana air program revision became effective on August 8, 2011. However, a recent decision by the federal D.C. Circuit Court of Appeals struck down a similar, but perhaps distinguishable, EPA guidance document regarding alternatives to Section 185 fees. At this time, the viability of EPA's approval of Louisiana's elimination of Section 185 fees is uncertain. Regardless of the approach ultimately adopted by the EPA, we expect that it is likely to be challenged by the environmental community, the states, and/or affected industries. Therefore, the costs associated with compliance with the Act cannot be determined at this time, and we cannot reasonably estimate the impact on the Company's financial position, results of operations or cash flows.

        Furthermore, the area has seen significant reductions in ozone levels, attributable to federal and state regulations and community involvement. Preliminary ozone design values computed for the Baton Rouge nonattainment area suggest the area may achieve attainment with the 2008 8-hour ozone standard. A determination from EPA is expected soon indicating that the Baton Rouge area is currently attaining the 2008 8-hour ozone standard. The determination is based on a recent review of air quality data from 2011 through 2013. Additional revisions to the ozone NAAQS may affect the longevity and long-term consequences of this determination.

Clean Air Act Information Request

        On February 26, 2009, the Company received a letter from the EPA under Section 114 of the Act requesting information and copies of records relating to compliance with New Source Review and New Source Performance Standards at the Donaldsonville facility. The Company has completed the submittal of all requested information. There has been no further contact from the EPA regarding this matter.

Other

CERCLA/Remediation Matters

        From time to time, we receive notices from governmental agencies or third parties alleging that we are a potentially responsible party at certain cleanup sites under CERCLA or other environmental cleanup laws. In 2011, we received a notice from the Idaho Department of Environmental Quality (IDEQ) that alleged that we were a potentially responsible party for the cleanup of a former phosphate mine site we owned in the late 1950s and early 1960s located in Georgetown Canyon, Idaho. The current owner of the property and a former mining contractor received similar notices for the site. In 2014, we and the current property owner entered into a Consent Order with IDEQ and the U.S. Forest Service to conduct a remedial investigation and feasibility study of the site. We are not able to estimate at this time our potential liability, if any, with respect to the cleanup of the site. However, based on currently available information, we do not expect that any remedial or financial obligations we may be

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subject to involving this or other cleanup sites will have a material adverse effect on our business, financial condition, results of operations or cash flows.

16.   Noncontrolling Interests

Terra Nitrogen Company, L.P. (TNCLP)

        TNCLP is a master limited partnership that owns a nitrogen manufacturing facility in Verdigris, Oklahoma. We own an aggregate 75.3% of TNCLP through general and limited partnership interests. Outside investors own the remaining 24.7% of the limited partnership. For financial reporting purposes, the assets, liabilities and earnings of the partnership are consolidated into our financial statements. The outside investors' limited partnership interests in the partnership have been recorded as part of noncontrolling interest in our consolidated financial statements. The noncontrolling interest represents the noncontrolling unitholders' interest in the equity of TNCLP. An affiliate of CF Industries is required to purchase all of TNCLP's fertilizer products at market prices as defined in the Amendment to the General and Administrative Services and Product Offtake Agreement, dated September 28, 2010.

        TNCLP makes cash distributions to the general and limited partners based on formulas defined within its Agreement of Limited Partnership. Cash available for distribution is defined in the agreement generally as all cash receipts less all cash disbursements, less certain reserves (including reserves for future operating and capital needs) established as the general partner determines in its reasonable discretion to be necessary or appropriate. Changes in working capital impact available cash, as increases in the amount of cash invested in working capital items (such as accounts receivable or inventory) reduce available cash, while declines in the amount of cash invested in working capital increase available cash. Cash distributions to the limited partners and general partner vary depending on the extent to which the cumulative distributions exceed certain target threshold levels set forth in the Agreement of Limited Partnership.

        In each of the applicable quarters of 2013 and 2012, the minimum quarterly distributions were satisfied, which entitled us, as the general partner, to receive increased distributions on our general partner interests as provided for in the Agreement of Limited Partnership. The earnings attributed to our general partner interest in excess of the threshold levels for the three months ended March 31, 2014 and 2013, were $40.5 million and $71.3 million, respectively.

        At March 31, 2014, Terra Nitrogen GP Inc. (TNGP), the general partner of TNCLP (and an indirect wholly-owned subsidiary of CF Industries), and its affiliates owned 75.3% of TNCLP's outstanding units. When not more than 25% of TNCLP's issued and outstanding units are held by non-affiliates of TNGP, TNCLP, at TNGP's sole discretion, may call, or assign to TNGP or its affiliates, TNCLP's right to acquire all such outstanding units held by non-affiliated persons. If TNGP elects to acquire all outstanding units, TNCLP is required to give at least 30 but not more than 60 days notice of TNCLP's decision to purchase the outstanding units. The purchase price per unit will be the greater of (1) the average of the previous 20 trading days' closing prices as of the date five days before the purchase is announced or (2) the highest price paid by TNGP or any of its affiliates for any unit within the 90 days preceding the date the purchase is announced.

Canadian Fertilizers Limited (CFL)

        CFL owns a nitrogen fertilizer complex in Medicine Hat, Alberta, Canada, which until April 30, 2013, was a variable interest entity that was consolidated in the Company's financial statements. The Medicine Hat complex is the largest nitrogen fertilizer complex in Canada, with two world-scale ammonia plants, a world-scale granular urea plant and on-site storage facilities for both ammonia and urea.

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        In 2012, the Company entered into agreements to acquire the noncontrolling interests in CFL for C$0.9 billion, which included 34% of CFL's common and preferred shares owned by Viterra, the product purchase agreement between CFL and Viterra and the CFL common shares held by GROWMARK, Inc. and La Coop fédérée. In April 2013, we completed the acquisitions. Since CFL was previously a consolidated variable interest entity, the purchase price was recognized as follows: a $0.8 billion reduction in paid in capital; a $0.1 billion deferred tax asset; and the removal of the CFL noncontrolling interest. CFL is now a wholly owned subsidiary.

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

 
  Three months ended March 31,  
 
  2014   2013  
 
  TNCLP   CFL   TNCLP   Total  
 
  (in millions)
 

Noncontrolling interest:

                         

Beginning balance

  $ 362.3   $ 17.4   $ 362.6   $ 380.0  

Earnings attributable to noncontrolling interest

    11.9     1.7     21.2     22.9  

Declaration of distributions payable

    (9.6 )       (16.7 )   (16.7 )

Effect of exchange rate changes

        (0.8 )       (0.8 )
                   

Ending balance

  $ 364.6   $ 18.3   $ 367.1   $ 385.4  
                   
                   

Distributions payable to noncontrolling interest:

                         

Beginning balance

  $   $ 5.3   $   $ 5.3  

Declaration of distributions payable

    9.6         16.7     16.7  

Distributions to noncontrolling interest

    (9.6 )       (16.7 )   (16.7 )
                   

Ending balance

  $   $ 5.3   $   $ 5.3  
                   
                   

17.   Fair Value Measurements

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

 
  March 31, 2014  
 
  Adjusted
Cost
  Unrealized
Gains
  Unrealized
Losses
  Fair Value  
 
  (in millions)
 

Cash

  $ 53.6   $   $   $ 53.6  

U.S. and Canadian government obligations

    3,433.7             3,433.7  

Other debt securities

    42.9             42.9  
                   

Total cash and cash equivalents

  $ 3,530.2   $   $   $ 3,530.2  

Restricted cash

    653.3             653.3  

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  December 31, 2013  
 
  Adjusted
Cost
  Unrealized
Gains
  Unrealized
Losses
  Fair Value  
 
  (in millions)
 

Cash

  $ 148.9   $   $   $ 148.9  

U.S. and Canadian government obligations

    1,491.1             1,491.1  

Other debt securities

    70.8             70.8  
                   

Total cash and cash equivalents

  $ 1,710.8   $   $   $ 1,710.8  

Restricted cash

    154.0             154.0  

Asset retirement obligation funds

    203.7             203.7  

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

Assets and Liabilities Measured at Fair Value on a Recurring Basis

        The following tables present assets and liabilities included in our consolidated balance sheets at March 31, 2014 and December 31, 2013 that are recognized at fair value on a recurring basis, and indicates the fair value hierarchy utilized to determine such fair value:

 
  March 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 and cash equivalents

  $ 3,530.2   $ 3,530.2   $   $  

Restricted cash

    653.3     653.3          

Unrealized gains on derivative instruments

    52.8         52.8      
                   

Total assets at fair value

  $ 4,236.3   $ 4,183.5   $ 52.8   $  
                   
                   

Unrealized losses on derivative instruments

  $ 0.5   $   $ 0.5   $  
                   

Total liabilities at fair value

  $ 0.5   $   $ 0.5   $  
                   
                   

 

 
  December 31, 2013  
 
  Total Fair
Value
  Quoted Prices
in Active
Markets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
 
 
  (in millions)
 

Cash and cash equivalents

  $ 1,710.8   $ 1,710.8   $   $  

Restricted cash

    154.0     154.0          

Unrealized gains on derivative instruments

    74.3         74.3      

Asset retirement obligation funds

    203.7     203.7          
                   

Total assets at fair value

  $ 2,142.8   $ 2,068.5   $ 74.3   $  
                   
                   

Unrealized losses on derivative instruments

  $ 0.2   $   $ 0.2   $  
                   

Total liabilities at fair value

  $ 0.2   $   $ 0.2   $  
                   
                   

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        Following is a summary of the valuation methodologies for assets and liabilities recorded on our consolidated balance sheets at fair value on a recurring basis:

Cash and Cash Equivalents

        At March 31, 2014 and December 31, 2013, our cash and cash equivalents consisted primarily of U.S. and Canadian government obligations and money market mutual funds that invest in U.S. government obligations and other investment-grade securities.

Restricted Cash

        We maintain two cash accounts for which the use of the funds are restricted. The first account was put in place to satisfy certain requirements included in our engineering and procurement services contract for our capacity expansion projects. Under the terms of the engineering and procurement services contract, we are required to grant an affiliate of ThyssenKrupp Udhe a security interest in a restricted cash account and maintain a cash balance in that account equal to the cancellation fees for procurement services and equipment that would arise if we were to cancel the projects.

        Our second account includes $460.6 million of cash proceeds that were received from the phosphate mining and manufacturing business sale and deposited into a restricted cash arrangement that will be utilized over the next six months (the "Replacement Period") to purchase assets in the capacity expansion program, which qualify for like-kind exchange treatment under the federal income tax law. We currently expect to spend approximately $304 million during the Replacement Period. Any funds not expended from the account upon expiration of the Replacement Period will be returned to the Company and available for general corporate use.

Derivative Instruments

        The derivative instruments that we use are primarily natural gas fixed price swaps, call options and foreign currency forward contracts traded in the over-the-counter markets with either large oil and gas companies or large financial institutions. The natural gas derivatives are traded in months forward and settlements are scheduled to coincide with anticipated gas purchases during those future periods. The foreign currency derivative contracts held are for the exchange of a specified notional amount of currencies at specified future dates coinciding with anticipated foreign currency cash outflows associated with our Donaldsonville, LA and Port Neal, IA capital expansion projects. The natural gas derivative contracts settle using NYMEX futures prices. To determine the fair value of these instruments, we use quoted market prices from NYMEX and standard pricing models with inputs derived from or corroborated by observable market data such as forward curves supplied by an industry recognized unrelated third party. The currency derivatives are valued based on quoted market prices supplied by an industry recognized, unrelated third party. See Note 4—Derivative Financial Instruments, for additional information.

Asset Retirement Obligation Funds

        Prior to March 17, 2014, we maintained investments to meet financial assurance requirements associated with certain Asset Retirement Obligations (AROs) in Florida. The fair values of these investments were based upon daily quoted prices representing the Net Asset Value (NAV) of the investments. The fair values of the ARO funds approximated their cost basis. These ARO funds were transferred to Mosaic as part of the phosphate mining and manufacturing business sale. See Note 3—Phosphate Business Disposition, for additional information.

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Financial Instruments

        The carrying amounts and estimated fair values of our financial instruments are as follows:

 
  March 31,   December 31,  
 
  2014   2013  
 
  Carrying
Amount
  Fair Value   Carrying
Amount
  Fair Value  

Long-term debt, including current portion

  $ 4,592.3   $ 4,914.7   $ 3,098.1   $ 3,276.7  

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

18.   Segment Disclosures

        We are organized and managed based on two business segments, which are differentiated primarily by their products, the markets they serve and the regulatory environments in which they operate. Our two business segments are the nitrogen segment and the phosphate segment. The phosphate segment reflects the reported results of the phosphate business through March 17, 2014, plus the continuing sales of the phosphate inventory in the distribution network after March 17, 2014. It is expected that the remaining phosphate inventory will be sold in the second quarter of 2014, at which time the phosphate segment will cease to have reported results. The Company's management uses gross margin to evaluate segment performance and allocate resources. Total other operating costs and expenses (consisting of selling, general and administrative expenses and other operating-net) and non-operating expenses (interest and income taxes), are centrally managed and are not included in the measurement of segment profitability reviewed by management.

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        Segment data for sales, cost of sales and gross margin for the three months ended March 31, 2014 and 2013 are presented in the table below.

 
  Nitrogen   Phosphate   Consolidated  
 
  (in millions)
 

Three months ended March 31, 2014

                   

Net sales

                   

Ammonia

  $ 272.4   $   $ 272.4  

Granular urea

    216.2         216.2  

UAN

    399.9         399.9  

AN

    58.2         58.2  

DAP

        106.5     106.5  

MAP

        38.6     38.6  

Other

    40.8         40.8  
               

    987.5     145.1     1,132.6  

Cost of sales

    553.2     136.6     689.8  
               

Gross margin

  $ 434.3   $ 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  
                   
                   

Three months ended March 31, 2013

                   

Net sales

                   

Ammonia

  $ 200.4   $   $ 200.4  

Granular urea

    263.6         263.6  

UAN

    537.9         537.9  

AN

    54.9         54.9  

DAP

        196.6     196.6  

MAP

        42.3     42.3  

Other

    40.8         40.8  
               

    1,097.6     238.9     1,336.5  

Cost of sales

    450.0     211.4     661.4  
               

Gross margin

  $ 647.6   $ 27.5   $ 675.1  
                 
                 

Total other operating costs and expenses

                58.9  

Equity in earnings of operating affiliates

                11.6  
                   

Operating earnings

              $ 627.8  
                   
                   

        Total assets at March 31, 2014 and December 31, 2013, are presented below.

 
  Nitrogen   Phosphate   Other   Consolidated  
 
  (in millions)
 

Assets

                         

March 31, 2014

  $ 7,291.2   $ 42.8   $ 5,141.5   $ 12,475.5  

December 31, 2013

  $ 6,913.8   $ 817.6   $ 2,946.7   $ 10,678.1  

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        The Other category of assets in the table above includes amounts attributable to corporate headquarters and unallocated corporate assets, such as our cash and cash equivalents, short-term investments, equity method investments and other investments.

19.   Condensed Consolidating Financial Statements

        The following condensed consolidating financial information is presented in accordance with SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered, and relates to the Notes issued by CF Industries, Inc. (CF Industries), a 100% owned subsidiary of CF Industries Holdings, Inc. (Parent), described in Note 12, and the full and unconditional guarantee of such Notes by Parent and to debt securities of CF Industries, and the full and unconditional guarantee thereof by Parent, that may be offered and sold from time to time under the registration statement on Form S-3 filed by Parent and CF Industries with the Securities and Exchange Commission on April 22, 2013. Under the supplemental indentures governing the Notes, the Notes are to be guaranteed by Parent and each of its current and future subsidiaries, other than CF Industries, that from time to time is a borrower or guarantor under the Credit Agreement, or any renewal, replacement or refinancing thereof. At March 31, 2014, none of such subsidiaries of Parent was, or was required to be, a guarantor of the Notes. In the event that a subsidiary of Parent, other than CF Industries, becomes a borrower or a guarantor under the Credit Agreement, it would be required to become a guarantor of the Notes. For purposes of the presentation of condensed consolidating financial information, the subsidiaries of Parent other than CF Industries are referred to as the Other Subsidiaries.

        Presented below are condensed consolidating statements of operations and statements of cash flows for Parent, CF Industries and the Other Subsidiaries for the three months ended March 31, 2014 and 2013, and condensed consolidating balance sheets for Parent, CF Industries and the Other Subsidiaries at March 31, 2014 and December 31, 2013. The condensed consolidating financial information presented below is not necessarily indicative of the financial position, results of operations, comprehensive income or cash flows of Parent, CF Industries or the Other Subsidiaries on a stand-alone basis.

        In this condensed consolidating financial information, investments in subsidiaries are presented under the equity method, in which our investments are recorded at cost and adjusted for our ownership share of a subsidiary's cumulative results of operations, distributions and other equity changes, and the eliminating entries reflect primarily intercompany transactions such as sales, accounts receivable and accounts payable and the elimination of equity investments and earnings of subsidiaries.

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CF INDUSTRIES HOLDINGS, INC.

Condensed, Consolidating Statement of Operations

 
  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 earnings (loss)

    (0.7 )   944.1     226.4         1,169.8  

Interest expense

        49.4     (9.3 )   (0.1 )   40.0  

Interest income