CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | ||||
In Millions, except Per Share data | 3 Months Ended
Sep. 30, 2009 | 3 Months Ended
Sep. 30, 2008 | 9 Months Ended
Sep. 30, 2009 | 9 Months Ended
Sep. 30, 2008 |
Net sales | 430.1 | 1020.8 | 2101.7 | 2849.1 |
Cost of sales | 306.1 | 899.9 | 1388.4 | 1987.1 |
Gross margin | 124 | 120.9 | 713.3 | 862 |
Selling, general and administrative | 15.1 | 16.7 | 47 | 53 |
Other operating - net | 19.1 | 1.6 | 57.6 | 2.7 |
Operating earnings | 89.8 | 102.6 | 608.7 | 806.3 |
Interest expense | 0.4 | 0.4 | 1.1 | 1.2 |
Interest income | -2.1 | -6.7 | -4.1 | -21.8 |
Other non-operating - net | 3.4 | -0.4 | -1.4 | |
Earnings before income taxes and equity in earnings (loss) of unconsolidated affiliates | 91.5 | 105.5 | 612.1 | 828.3 |
Income tax provision | 32.1 | 27.5 | 220.1 | 274.2 |
Equity in earnings (loss) of unconsolidated affiliates - net of taxes | 0.6 | -1.4 | -0.8 | 7.5 |
Net earnings | 60 | 76.6 | 391.2 | 561.6 |
Less: Net earnings attributable to the noncontrolling interest | 21.5 | 29.5 | 77 | 67.1 |
Net earnings attributable to common stockholders | 38.5 | 47.1 | 314.2 | 494.5 |
Net earnings per share attributable to common stockholders: | ||||
Basic (in dollars per share) | 0.79 | 0.83 | 6.49 | 8.76 |
Diluted (in dollars per share) | 0.78 | 0.82 | 6.38 | 8.59 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 48.5 | 56.7 | 48.4 | 56.5 |
Diluted (in shares) | 49.3 | 57.7 | 49.2 | 57.6 |
Dividends declared per common share (in dollars per share) | 0.1 | 0.1 | 0.3 | 0.3 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | ||||
In Millions | 3 Months Ended
Sep. 30, 2009 | 3 Months Ended
Sep. 30, 2008 | 9 Months Ended
Sep. 30, 2009 | 9 Months Ended
Sep. 30, 2008 |
Net earnings | $60 | 76.6 | 391.2 | 561.6 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 4.1 | -2.1 | 6.4 | -3.4 |
Unrealized gain (loss) on securities - net of taxes | -0.6 | -0.8 | 6.4 | (8) |
Defined benefit plans - net of taxes | 0.2 | 0.4 | 1 | 1.2 |
Other comprehensive income (loss) | 3.7 | -2.5 | 13.8 | -10.2 |
Comprehensive income | 63.7 | 74.1 | 405 | 551.4 |
Less: Comprehensive income attributable to the noncontrolling interest | 23.4 | 28.5 | 79.9 | 65.5 |
Comprehensive income attributable to common stockholders | 40.3 | 45.6 | 325.1 | 485.9 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | ||
In Millions | Sep. 30, 2009
| Dec. 31, 2008
|
Current assets: | ||
Cash and cash equivalents | 497.5 | $625 |
Short-term investments | 205.1 | |
Accounts receivable | 143.3 | 175.1 |
Inventories - net | 219.6 | 588.6 |
Prepaid income taxes | 26.3 | |
Other | 19.3 | 18.2 |
Total current assets | 1084.8 | 1433.2 |
Property, plant and equipment - net | 766.9 | 661.9 |
Goodwill | 0.9 | 0.9 |
Asset retirement obligation escrow account | 36.5 | 28.8 |
Investments in and advances to unconsolidated affiliates | 46.4 | 44.8 |
Investments in auction rate securities | 139.5 | 177.8 |
Investment in marketable equity securities | 242.2 | |
Other assets | 39.9 | 40.2 |
Total assets | 2357.1 | 2387.6 |
Current liabilities: | ||
Accounts payable and accrued expenses | 140 | 207.9 |
Income taxes payable | 9 | 14.1 |
Customer advances | 123.3 | 347.8 |
Notes payable | 4.6 | 4.1 |
Deferred income taxes | 49.5 | 52.1 |
Distributions payable to noncontrolling interest | 106 | |
Other | 2.7 | 86.1 |
Total current liabilities | 329.1 | 818.1 |
Deferred income taxes | 64 | 6.2 |
Other noncurrent liabilities | 204.7 | 212.6 |
Stockholders' equity: | ||
Preferred stock - $0.01 par value, 50,000,000 shares authorized | 0 | 0 |
Common stock - $0.01 par value, 500,000,000 shares authorized, 2009 - 48,558,610 and 2008 - 48,391,584 shares issued and outstanding | 0.5 | 0.5 |
Paid-in capital | 721.1 | 709.4 |
Retained earnings | 1001.6 | 703.4 |
Accumulated other comprehensive loss | -64.3 | -75.2 |
Total stockholders' equity | 1658.9 | 1338.1 |
Noncontrolling interest | 100.4 | 12.6 |
Total equity | 1759.3 | 1350.7 |
Total liabilities and equity | 2357.1 | 2387.6 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | ||
Sep. 30, 2009
| Dec. 31, 2008
| |
Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | 0.01 | 0.01 |
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, par value (in dollars per share) | 0.01 | 0.01 |
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, issued (in shares) | 48,558,610 | 48,391,584 |
Common stock, outstanding (in shares) | 48,558,610 | 48,391,584 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | ||||||||
In Millions | Total Stockholders' Equity
| $0.01 Par Value Common Stock
| Treasury Stock
| Paid-in Capital
| Retained Earnings
| Accumulated Other Comprehensive Income (Loss)
| Noncontrolling Interest
| Total
|
Balance at beginning of period at Dec. 31, 2007 | $1,187 | 0.6 | $0 | 790.8 | 416.8 | -21.2 | 17.3 | 1204.3 |
Increase (decrease) in equity | ||||||||
Net earnings | 494.5 | 494.5 | 67.1 | 561.6 | ||||
Other comprehensive income | ||||||||
Foreign currency translation adjustment | -1.8 | -1.8 | -1.6 | -3.4 | ||||
Unrealized gain (loss) on securities - net of taxes | (8) | (8) | (8) | |||||
Defined benefit plans - net of taxes | 1.2 | 1.2 | 1.2 | |||||
Comprehensive income | 485.9 | 65.5 | 551.4 | |||||
Issuance of $0.01 par value common stock under employee stock plans | 9.9 | 0 | 0 | 9.9 | 9.9 | |||
Stock-based compensation expense | 6.6 | 6.6 | 6.6 | |||||
Excess tax benefit from stock-based compensation | 23.8 | 23.8 | 23.8 | |||||
Cash dividends (0.30 per share) | -16.9 | -16.9 | -16.9 | |||||
Effect of exchange rate changes | -2.5 | -2.5 | ||||||
Balance at end of period at Sep. 30, 2008 | 1696.3 | 0.6 | 0 | 831.1 | 894.4 | -29.8 | 80.3 | 1776.6 |
Other comprehensive income | ||||||||
Balance at beginning of period at Dec. 31, 2008 | 1338.1 | 0.5 | 0 | 709.4 | 703.4 | -75.2 | 12.6 | 1350.7 |
Increase (decrease) in equity | ||||||||
Net earnings | 314.2 | 314.2 | 77 | 391.2 | ||||
Other comprehensive income | ||||||||
Foreign currency translation adjustment | 3.5 | 3.5 | 2.9 | 6.4 | ||||
Unrealized gain (loss) on securities - net of taxes | 6.4 | 6.4 | 6.4 | |||||
Defined benefit plans - net of taxes | 1 | 1 | 1 | |||||
Comprehensive income | 325.1 | 79.9 | 405 | |||||
Acquisition of treasury stock under employee stock plans | -1.8 | -1.8 | -1.8 | |||||
Issuance of $0.01 par value common stock under employee stock plans | 2.9 | 0 | 1.8 | 2.6 | -1.5 | 2.9 | ||
Stock-based compensation expense | 4.7 | 4.7 | 4.7 | |||||
Excess tax benefit from stock-based compensation | 4.4 | 4.4 | 4.4 | |||||
Cash dividends (0.30 per share) | -14.5 | -14.5 | -14.5 | |||||
Effect of exchange rate changes | 7.9 | 7.9 | ||||||
Balance at end of period at Sep. 30, 2009 | 1658.9 | 0.5 | $0 | 721.1 | 1001.6 | -64.3 | 100.4 | 1759.3 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) (USD $) | ||
9 Months Ended
Sep. 30, 2009 | 9 Months Ended
Sep. 30, 2008 | |
Statement of Equity | ||
Cash dividends (in dollars per share) | 0.3 | 0.3 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | ||
In Millions | 9 Months Ended
Sep. 30, 2009 | 9 Months Ended
Sep. 30, 2008 |
Operating Activities: | ||
Net earnings | 391.2 | 561.6 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 73.3 | 75.7 |
Deferred income taxes | 49.6 | 54.2 |
Stock compensation expense | 4.7 | 6.6 |
Excess tax benefit from stock-based compensation | -4.4 | -23.8 |
Unrealized loss (gain) on derivatives | -84.8 | 98.2 |
Inventory valuation allowance | (57) | |
Loss (gain) on disposal of property, plant and equipment | 0.4 | -5.9 |
Equity in losses (earnings) of unconsolidated affiliates - net of taxes | 0.8 | -7.5 |
Changes in: | ||
Accounts receivable | 43 | -9.9 |
Margin deposits | 11.3 | -22.5 |
Inventories | 427.3 | -386.6 |
Prepaid product and expenses | (3) | 15.3 |
Accrued income taxes | 26.6 | -58.7 |
Accounts payable and accrued expenses | -67.4 | 23.5 |
Product exchanges - net | -7.7 | 7.3 |
Customer advances - net | -224.5 | 272.3 |
Other - net | -8.9 | 14.1 |
Net cash provided by operating activities | 570.5 | 613.9 |
Investing Activities: | ||
Additions to property, plant and equipment | -181.4 | -111.3 |
Proceeds from the sale of property, plant and equipment | 8.9 | 7.4 |
Purchases of short-term and auction rate securities | -254.9 | -638.2 |
Sales and maturities of short-term and auction rate securities | 103.3 | 607 |
Purchases of marketable equity securities | -247.2 | |
Deposit to asset retirement obligation escrow account | -7.5 | -6.2 |
Other - net | -2.5 | 1.2 |
Net cash used in investing activities | -581.3 | -140.1 |
Financing Activities: | ||
Dividends paid on common stock | -14.5 | -16.9 |
Distributions to noncontrolling interest | -112.3 | -28.4 |
Issuances of common stock under employee stock plans | 2.9 | 9.9 |
Excess tax benefit from stock-based compensation | 4.4 | 23.8 |
Net cash used in financing activities | -119.5 | -11.6 |
Effect of exchange rate changes on cash and cash equivalents | 2.8 | -0.3 |
Increase (decrease) in cash and cash equivalents | -127.5 | 461.9 |
Cash and cash equivalents at beginning of period | 625 | 366.5 |
Cash and cash equivalents at end of period | 497.5 | 828.4 |
Background and Basis of Present
Background and Basis of Presentation | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Background and Basis of Presentation | 1.Background and Basis of Presentation All references to "CF Holdings," "the Company," "we," "us" and "our" refer to CF Industries Holdings,Inc. and its subsidiaries, including CF Industries,Inc. We are one of the largest manufacturers and distributors of nitrogen and phosphate fertilizer products in North America. Our operations are organized into two business segments: the nitrogen segment and the phosphate segment. Our principal products in the nitrogen segment are ammonia, urea and urea ammonium nitrate solution, or UAN. Our principal products in the phosphate segment are diammonium phosphate (DAP) and monoammonium phosphate (MAP). Our core market and distribution facilities are concentrated in the midwestern U.S. grain-producing states. Our principal customers are cooperatives and independent fertilizer distributors. We also export nitrogen and phosphate fertilizer products. The accompanying unaudited interim consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements for the year ended December31, 2008, 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. Subsequent events have been evaluated through the date these financial statements were issued and filed with the Securities and Exchange Commission (SEC). The unaudited interim consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the SEC. Certain information and footnote 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. These statements should be read in conjunction with our annual consolidated financial statements. Our Annual Report on Form10-K was filed with the SEC on February26, 2009. Effective January1, 2009, we were required to adopt the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 810Consolidation , that pertain to the standard formerly known as Statement of Financial Accounting Standards No.160Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB No.51 and the provisions of ASC Topic260Earnings Per Share, that pertain to the standard formerly known as FASB Staff Position No.EITF03-6-1Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities. Our consolidated financial statements for the years ended December31,2008, 2007 and 2006, which have been revised to reflect the retrospective application of these standards, were filed in a Form8-K with the SEC on May28,2009. The preparation of the unaudited interim financial statements requires management to make use of estimat |
Summary of Significant Accounti
Summary of Significant Accounting Policies | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Summary of Significant Accounting Policies | 2.Summary of Significant Accounting Policies For a complete discussion of the Company's significant accounting policies, refer to the notes to our audited consolidated financial statements included in our Current Report on Form8-K, filed with the SEC on May28, 2009. |
New Accounting Standards
New Accounting Standards | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
New Accounting Standards | 3.New Accounting Standards Following are summaries of accounting pronouncements that were either recently adopted or may become applicable to our consolidated financial statements. It should be noted that effective with the quarter ended September30, 2009, titles and references to accounting standards have been updated to reflect Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) references, where applicable. Recently Adopted Pronouncements The provisions of ASC Topic 810Consolidation , that pertain to the standard formerly known as Statement of Financial Accounting Standards (SFAS) No.160Noncontrolling Interests in Consolidated Financial Statementsan amendment of Accounting Research Bulletin (ARB) No.51. This standard establishes new accounting and reporting requirements for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent's equity. The amount of net income attributable to the noncontrolling interest is included in consolidated net income on the face of the income statement. The standard clarifies that changes in a parent's ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this standard requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the noncontrolling equity investment on the deconsolidation date. The standard also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. We adopted this standard as of January1, 2009. For additional information, see Note4Canadian Fertilizers Limited. ASC Topic 805Business Combinations, (formerly known as SFAS No.141(R)). This standard requires the acquirer in a business combination to recognize the assets acquired, the liabilities assumed, contractual contingencies, and contingent consideration at their fair values as of the acquisition date. Additionally, this standard requires acquisition costs to be expensed as incurred, restructuring costs to be expensed in the period subsequent to the acquisition date, and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date to impact tax expense. The acquirer in an acquisition implemented in stages is required to recognize the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, at the full amounts of their fair values. This standard was effective for business combinations with an acquisition date after December31, 2008. Its adoption did not have an impact on our consolidated financial statements. The provisions of ASC Topic 805Business Combinations, that pertain to the standard formerly known as FASB Staff Position (FSP) No. FAS141(R)-1Accounting for Assets Acquired and Liabilities Assumed in a Business Combinat |
Canadian Fertilizers Limited
Canadian Fertilizers Limited | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Canadian Fertilizers Limited | 4.Canadian Fertilizers Limited Canadian Fertilizers Limited (CFL) owns a nitrogen fertilizer complex in Medicine Hat, Alberta, Canada and supplies fertilizer products to CF Industries,Inc. and Viterra,Inc. (Viterra). CF Industries,Inc. owns 49% of CFL's voting common shares and 66% of CFL's nonvoting preferred shares. Viterra owns 34% of the voting common stock and non-voting preferred stock of CFL. The remaining 17% of the voting common stock is owned by GROWMARK,Inc. and La Coop fdre. CFL is a variable interest entity which we consolidate in accordance with ASC Topic 810Consolidation (formerly FIN46(R)Consolidation of Variable Interest Entities). CFL's sales revenue for the three and nine months ended September30, 2009 was $93.7million and $366.3million, respectively, and for the three and nine months ended September30, 2008 was $186.5million and $491.9million, respectively. CFL's assets and liabilities at September30, 2009 were $324.6million and $277.7million, respectively, and at December31, 2008 were $375.2million and $334.1million, respectively. CF Industries,Inc. operates the Medicine Hat facility pursuant to a management agreement and purchases approximately 66% of the facility's ammonia and urea production pursuant to a product purchase agreement. Both the management agreement and the product purchase agreement can be terminated by either CF Industries,Inc. or CFL upon a twelve-month notice. Viterra has the right, but not the obligation, to purchase the remaining 34% of the facility's ammonia and urea production under a similar product purchase agreement. To the extent that Viterra does not purchase its 34% of the facility's production, CF Industries,Inc. is obligated to purchase any remaining amounts. However, since 1995, Viterra has purchased at least 34% of the facility's production each year. Under the product purchase agreements, both CF Industries,Inc. and Viterra pay the greater of operating cost or market price for purchases. The product purchase agreements also provide that CFL will distribute its net earnings to CF Industries,Inc. and Viterra annually based on their respective quantities of product purchased from CFL. The distributions to Viterra are reported as financing activities in the consolidated statements of cash flows, as we consider these payments to be similar to dividends. While general creditors of CFL do not have direct recourse to the general credit of CF Industries,Inc., the product purchase agreement does require CF Industries,Inc. to advance funds to CFL in the event that CFL is unable to meet its debts as they become due. The amount of each advance would be at least 66% of the deficiency and would be more in any year in which CF Industries,Inc. purchased more than 66% of Medicine Hat's production. A similar obligation also exists for Viterra's 34% share. CF Industries,Inc. and Viterra currently manage CFL such that each party is responsible for its share of CFL's fixed costs and that CFL's production volume is managed to meet the parties' combined requirements. Based on the contractual arrangements, CF Industries,Inc. is the primary beneficiary of CFL as CF Industries,Inc. receives at lea |
Fair Value Measurements
Fair Value Measurements | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Fair Value Measurements | 5.Fair Value Measurements Effective January1, 2009, we adopted the provisions of ASC Topic 820Fair Value Measurements and Disclosures (formerly SFAS No.157), which had previously been deferred for nonfinancial assets and liabilities measured at fair value on a nonrecurring basis. The adoption of this standard did not have a significant impact on our financial position or results of operations. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents assets and liabilities included in our consolidated balance sheet that are recognized at fair value on a recurring basis, and indicates the fair value hierarchy utilized to determine such fair value. Balance as of September30, 2009 Quoted Prices in Active Markets (Level1) Significant Other Observable Inputs (Level2) Significant Unobservable Inputs (Level3) (in millions) Available-for-sale short-term investments $ 205.1 $ 205.1 $ $ Unrealized gains on natural gas derivatives 2.0 2.0 Asset retirement obligation escrow account 36.5 36.5 Investments in auction rate securities 139.5 139.5 Investment in marketable equity securities 242.2 242.2 Nonqualified employee benefit trust 8.2 8.2 Total assets at fair value $ 633.5 $ 492.0 $ 2.0 $ 139.5 Unrealized losses on natural gas derivatives $ 1.8 $ $ 1.8 $ Total liabilities at fair value $ 1.8 $ $ 1.8 $ Following is a summary of the valuation techniques for assets and liabilities recorded in our consolidated balance sheet at their fair value on a recurring basis: Short-term InvestmentsAs of September30, 2009, our short-term investments consisted of U.S. Treasury Bills with original maturities between three and nine months. These investments are accounted for as available-for-sale securities. The fair value of our short-term investments is based upon the daily quoted market prices for each of our investments. See Note10Cash and Cash Equivalents, Short-term Investments and Other Investments for additional information. Natural Gas DerivativesThe derivative instruments that we currently use are natural gas swap contracts. These contracts settle using NYMEX futures (for Donaldsonville) or AECO (for Medicine Hat) price indexes, which represent fair value at any given time. The contracts are traded in months forward and settlements are scheduled to coincide with anticipated gas purchases during those future periods. Quoted market prices from NYMEX and AECO are used to determine the fair value of these instruments. See Note16Derivative Financial Instruments for additional information. Asset Retirement Obligation Escrow AccountWe utilize an escrow account to meet our financial assurance requirements associated with certain asset retirement obligations in Florida. The investments in this escrow account are accounted for as available-for-sale securities. |
Net Earnings Per Share
Net Earnings Per Share | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Net Earnings Per Share | 6.Net Earnings Per Share Net earnings per share were computed as follows: Three months ended September30, Nine months ended September30, 2009 2008 2009 2008 (in millions, except per share amounts) Net earnings attributable to common stockholders $ 38.5 $ 47.1 $ 314.2 $ 494.5 Basic earnings per common share: Weighted average common shares outstanding 48.5 56.7 48.4 56.5 Net earnings attributable to common stockholders $ 0.79 $ 0.83 $ 6.49 $ 8.76 Diluted earnings per common share: Weighted average common shares outstanding 48.5 56.7 48.4 56.5 Dilutive common sharesstock options 0.8 1.0 0.8 1.1 Diluted weighted average shares outstanding 49.3 57.7 49.2 57.6 Net earnings attributable to common stockholders $ 0.78 $ 0.82 $ 6.38 $ 8.59 For the three and nine months ended September30, 2009, the computation of diluted earnings per share excludes approximately 0.2million and 0.2million, respectively, potentially dilutive stock options because the effect of their inclusion would be antidilutive in accordance with ASC Topic 260Earnings Per Share (formerly SFAS No.128). Effective January1, 2009, we adopted the provisions of ASC Topic 260 that pertain to the standard formerly known as FSP No. EITF03-6-1 and adjusted previously reported earnings per share (EPS) data for comparative purposes. The new provision applies to the calculation of EPS for share based payment awards with rights to dividends or dividend equivalents. Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are participating securities and are included in the computation of EPS pursuant to the two-class method. The adoption of this standard did not have a material impact on our consolidated financial statements. |
Pension and Other Postretiremen
Pension and Other Postretirement Benefits | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Pension and Other Postretirement Benefits | 7.Pension and Other Postretirement Benefits CF Industries,Inc. and its Canadian subsidiary both maintain noncontributory, defined-benefit pension plans. The U.S. pension plan is a closed plan. We also provide group insurance to our retirees. Until age 65, retirees are eligible to continue to receive the same Company-subsidized medical coverage provided to active employees. When a retiree reaches age 65, medical coverage ceases. Net periodic benefit cost included the following components: Three months ended September30, Nine months ended September30, 2009 2008 2009 2008 (in millions) Pension Plans Service cost for benefits earned during the period $ 1.6 $ 1.6 $ 4.7 $ 4.9 Interest cost on projected benefit obligation 4.0 3.6 12.0 10.8 Expected return on plan assets (4.0 ) (4.0 ) (12.0 ) (12.1 ) Amortization of prior service cost 0.1 0.1 0.1 0.1 Amortization of actuarial loss 0.3 0.1 1.0 0.4 Net periodic benefit cost $ 2.0 $ 1.4 $ 5.8 $ 4.1 Retiree Medical Service cost for benefits earned during the period $ 0.5 $ 0.4 $ 1.4 $ 1.8 Interest cost on projected benefit obligation 0.7 0.6 1.9 1.6 Amortization of transition obligation 0.1 0.2 0.3 Amortization of actuarial loss 0.1 0.2 0.2 Net periodic benefit cost $ 1.3 $ 1.1 $ 3.7 $ 3.9 Our 2009 consolidated pension funding contributions are estimated to be approximately $20million, of which approximately $18million was funded in the first nine months of 2009. In addition to our qualified defined benefit pension plans, we also maintain nonqualified supplemental pension plans for highly compensated employees as defined under federal law. The expense recognized for these plans for the three and nine months ended September30, 2009 and 2008 was insignificant. |
Other Operating - Net
Other Operating - Net | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Other Operating - Net | 8.Other OperatingNet Details of other operating costs are as follows: Three months ended September30, Nine months ended September30, 2009 2008 2009 2008 (in millions) Business combination costs $ 3.2 $ $ 27.4 $ Peru project development costs 15.5 25.7 Bartow costs 0.5 5.3 2.4 7.6 Fixed asset disposals (0.3 ) (4.3 ) 0.5 (6.0 ) Other 0.2 0.6 1.6 1.1 $ 19.1 $ 1.6 $ 57.6 $ 2.7 Business combination costs are associated with our proposed business combination with Terra IndustriesInc. and with evaluating and responding to AgriumInc.'s proposed acquisition of CF Industries Holdings,Inc. Bartow costs are primarily provisions for asset retirement obligations at our closed Bartow facility, including closure and post-closure monitoring costs for the cooling pond and water treatment costs. |
Income Taxes
Income Taxes | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Income Taxes | 9.Income Taxes The income tax provisions recorded for the three and nine months ended September30, 2009 and 2008 were determined in accordance with the requirements of ASC Topic 270Interim Reporting (formerly APB Opinion No.28), and ASC Topic 740Income Taxes (formerly SFAS No.109, FIN No.18, and FIN No.48). In connection with our initial public offering (IPO) in August 2005, CF Industries,Inc. (CFI) ceased to be a non-exempt cooperative for income tax purposes, and we entered into a net operating loss agreement (NOL Agreement) with CFI's pre-IPO owners relating to the future utilization of the pre-IPO net operating loss carryforwards (NOLs). Under the NOL Agreement, if it is finally determined that the NOLs can be utilized to offset applicable post-IPO taxable income, we will pay the pre-IPO owners amounts equal to the resulting federal and state income taxes actually saved. In the first quarter of 2009, we took tax return positions utilizing a portion of the NOLs. As the result of these return positions, our unrecognized tax benefits increased from $74.6million at December31, 2008 to $88.7million at September30, 2009. For additional information concerning these unrecognized tax benefits, see Note12Income Taxes, to our audited consolidated financial statements included in our Current Report on Form8-K filed with the SEC on May28, 2009. |
Cash and Cash Equivalents, Shor
Cash and Cash Equivalents, Short-Term Investments and Other Investments | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Cash and Cash Equivalents, Short-Term Investments and Other Investments | 10.Cash and Cash Equivalents, Short-Term Investments and Other Investments Our cash and cash equivalents, short-term investments and other investments consist of the following: September30, 2009 December31, 2008 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Adjusted Cost Unrealized Gains Unrealized Losses Fair Value (in millions) Cash $ 20.7 $ $ $ 20.7 $ 49.4 $ $ $ 49.4 U.S. federal government obligations 460.8 460.8 562.6 562.6 Other debt securities 16.0 16.0 13.0 13.0 Total cash and cash equivalents $ 497.5 $ $ $ 497.5 $ 625.0 $ $ $ 625.0 Short-term investments 205.1 205.1 Investment in marketable equity securities 247.2 (5.0 ) 242.2 Investments in auction rate securities 145.3 (5.8 ) 139.5 198.6 (20.8 ) 177.8 Asset retirement obligation escrow account 36.5 36.5 28.8 28.8 Nonqualified employee benefit trust 9.7 (1.5 ) 8.2 10.5 (1.9 ) 8.6 Under our short-term investment policy, we can invest our cash balances in several types of securities, including notes and bonds issued by governmental entities or corporations, and money market funds. 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. Cash and Cash Equivalents At September30, 2009 and December31, 2008, our cash and cash equivalents consisted primarily of U.S. Treasury Bills with original maturities of three months or less and money market mutual funds that invest in U.S. government obligations. Short-term Investments As of September30, 2009, our short-term investments consisted of available-for-sale U.S. Treasury Bills with original maturities between three and nine months. Investment in Marketable Equity Securities Our investment in marketable equity securities consisted of our investment in Terra IndustriesInc. common stock. In the third quarter of 2009, we acquired approximately 7.0million shares of Terra IndustriesInc. common stock which were purchased in the open market and are classified as noncurrent available-for-sale securities. We evaluated the recognition and presentation of the impairment of our investment in marketable equity securities in accordance with ASC Topic 320InvestmentsDebt and Equity Securities (formerly FSP No. FAS115-2 and FAS124-2), which outlines the requirements for assessing impairments of certain securities. We currently have no plans to sell these securities and expect to recover our amortized cost basis in the investment. As a result, our unrealized holding loss on these securities is classified as a temporary impairment and is reported in other c |
Inventories
Inventories | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Inventories | 11.Inventories Inventories consist of the following: September30, 2009 December31, 2008 (in millions) Fertilizer $ 166.8 $ 526.2 Raw materials, spare parts and supplies 52.8 62.4 $ 219.6 $ 588.6 At December31, 2008, fertilizer inventories were net of a $57.0million valuation allowance related to our phosphate and potash inventories. |
Property, Plant and Equipment -
Property, Plant and Equipment - Net | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Property, Plant and Equipment - Net | 12.Property, Plant and EquipmentNet Property, plant and equipmentnet consist of the following: September30, 2009 December31, 2008 (in millions) Land $ 36.5 $ 31.8 Mineral properties 196.7 193.0 Manufacturing plants and equipment 2,128.7 1,987.4 Distribution facilities and other 226.2 220.8 Construction in progress 112.4 74.9 2,700.5 2,507.9 Less: Accumulated depreciation, depletion and amortization 1,933.6 1,846.0 $ 766.9 $ 661.9 Plant turnaroundsScheduled inspections, replacements and overhauls of plant machinery and equipment at our continuous process manufacturing facilities are referred to as plant turnarounds. We account for plant turnarounds under the deferral method, as opposed to the direct expense or built-in overhaul methods, as outlined in ASC Topic 908-360AirlinesProperty, Plant, and Equipment (formerly FASB Staff Position No. AUG AIR-1). Under the deferral method, expenditures related to turnarounds are capitalized into property, plant and equipment when incurred and are included in the table above in the line entitled, "Manufacturing plants and equipment." If we had used the direct expense method, turnaround costs would be expensed as incurred. Turnaround costs are classified as investing activities in the consolidated statements of cash flows and reported in the line entitled, "Additions to property, plant and equipment." The following is a summary of plant turnaround activity for the nine months ended September30, 2009 and 2008: Nine months ended September30, 2009 2008 (in millions) Net capitalized turnaround costs at beginning of the period $ 40.6 $ 47.7 Additions 27.4 16.1 Depreciation (12.5 ) (17.2 ) Effect of exchange rate changes 1.3 (0.8 ) Net capitalized turnaround costs at end of the period $ 56.8 $ 45.8 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 catalyst 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. Capitalized turnaround costs have been applied consistently in the periods presented. Internal employee costs and overhead are not considered turnaround costs and are not capitalized. |
Investments in and Advances to
Investments in and Advances to Unconsolidated Affiliates | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Investments in and Advances to Unconsolidated Affiliates | 13.Investments in and Advances to Unconsolidated Affiliates We own 50% of the common shares of KEYTRADE AG (Keytrade), a global fertilizer trading company headquartered near Zurich, Switzerland. We also own certain non-voting preferred shares of Keytrade and have provided additional subordinated financing. Keytrade is a reseller of fertilizer products that it purchases from various manufacturers around the world and resells in approximately 50 countries through a network of seven offices. Keytrade is our exclusive exporter of phosphate fertilizer products from North America and our exclusive importer of UAN products into North America. We account for our investment in Keytrade under the equity method. Our investment in and advances to Keytrade consist of the following: September30, 2009 December31, 2008 (in millions) Equity investment in Keytrade $ 34.0 $ 32.4 Advances to Keytrade 12.4 12.4 $ 46.4 $ 44.8 For the three months ended September30, 2009 and 2008, we recognized in our consolidated statements of operations equity in earnings (loss) of Keytrade of $0.6million and ($1.4) million, respectively, and for the nine months ended September30, 2009 and 2008 of ($0.8) million and $7.5million, respectively. At September30, 2009, the amount of our consolidated retained earnings that represents our undistributed earnings of Keytrade is $5.1million. During the third quarter of 2009, we acquired Keytrade's exclusive U.S. marketing and terminal usage rights related to certain fertilizer products for $2.5million. These rights are recognized as intangible assets and are being amortized against our share of Keytrade's net income over their useful lives. The advances to Keytrade are subordinated notes that mature on September30, 2017 and bear interest at LIBOR plus 1.00percent. For the nine months ended September30, 2009 and 2008, we recognized interest income on advances to Keytrade of $0.2million and $0.4million, respectively. The carrying value of our advances to Keytrade approximates fair value. |
Asset Retirement Obligations
Asset Retirement Obligations | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Asset Retirement Obligations | 14.Asset Retirement Obligations Asset retirement obligations (AROs) are legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development or normal operation of such assets. We account for AROs in accordance with ASC Topic 410Asset Retirement and Environmental Obligations (formerly SFAS No.143 and FIN No.47). Our AROs are primarily associated with phosphogypsum stack systems and mine reclamation in Florida. The changes in our AROs from December31, 2008 to September30, 2009 are summarized below: (in millions) Obligation at December31, 2008 $ 100.7 Accretion expense 5.7 Liabilities incurred 1.2 Expenditures (4.9 ) Changes in estimate (0.4 ) Obligation at September30, 2009 $ 102.3 Our phosphate operations in Florida are subject to regulations governing the construction, operation, closure and long-term maintenance of phosphogypsum stack systems and site reclamation for phosphate rock mines. Our liability for phosphogypsum stack costs includes the cost of stack closure at Plant City and the costs of cooling pond closure, post-closure monitoring, and ongoing water treatment at both Bartow and Plant City. The actual amounts to be spent will depend on factors such as the timing of activities, refinements in scope, technological developments, cost inflation and changes in regulations. It is possible that these factors could change at any time and impact the estimates. In addition to reclamation AROs arising from normal mining activity, AROs may also be incurred in the future upon expansion of the Plant City phosphogypsum stack. AROs are reported in accrued expenses and other noncurrent liabilities on our consolidated balance sheet, as follows: September30, 2009 December31, 2008 (in millions) Current portion $ 9.0 $ 11.2 Noncurrent portion 93.3 89.5 $ 102.3 $ 100.7 Florida regulations require phosphate fertilizer companies to demonstrate financial assurance for the closure of phosphogypsum stack systems, for mine reclamation activities, and for wetland and other surface water mitigation measures. In the first quarter of 2009 and 2008, we made annual contributions of $7.5million and $6.2million, respectively, to an escrow account established for the benefit of the Florida Department of Environmental Protection in order to comply with Florida's regulations governing financial assurance related to the closure and maintenance of phosphogypsum stack systems. Over the next seven years, we expect to contribute between $3million and $7million annually based upon the required funding formula as defined in the regulations and an assumed rate of return of 2% on invested funds. Our estimate of the amount that will have accumulated in the account by the year 2016, including interest earned on invested funds, is approximately $77million. After 2016, contributions to the fund are estimated to average approximately $5million annually for the following 17years. The balance in the account is estim |
Credit Agreement and Notes Paya
Credit Agreement and Notes Payable | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Credit Agreement and Notes Payable | 15.Credit Agreement and Notes Payable Credit Agreement Our senior secured revolving credit facility (the credit facility) with a bank syndicate led by JPMorgan Chase provides CF Industries,Inc. with up to $250million, subject to a borrowing base, for working capital and general corporate purposes, including up to $50million for the issuance of letters of credit. The credit facility is guaranteed by CF Holdings and certain domestic subsidiaries of CF Industries,Inc. (the Loan Parties). The credit facility is secured by substantially all of the personal property and assets, both tangible and intangible, of the Loan Parties, 100% of the equity interests of each Loan Party's direct and indirect domestic subsidiaries other than immaterial subsidiaries, 65% of the equity interests of each Loan Party's first-tier foreign subsidiaries and the real property located in Donaldsonville, Louisiana. For additional information on the credit facility, refer to Note23Credit Agreement, to our audited consolidated financial statements included in our Current Report on Form8-K filed with the SEC on May28, 2009. As of September30, 2009, there was $198.5million of available credit and no borrowings outstanding under the credit facility. Notes Payable From time to time, CFL receives advances from us and from CFL's noncontrolling interest holder to finance major capital expenditures. The advances outstanding are evidenced by unsecured promissory notes due December31, 2009 and bear interest at market rates. The amount shown as notes payable represents the advances payable to CFL's noncontrolling interest holder. The carrying value of notes payable approximates fair value. These notes are classified in current liabilities on the consolidated balance sheet as of September30, 2009. |
Derivative Financial Instrument
Derivative Financial Instruments | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Derivative Financial Instruments | 16.Derivative Financial Instruments We use natural gas in the manufacture of nitrogen fertilizer products. We manage the risk of changes in gas prices through the use of physical gas supply contracts and derivative financial instruments covering periods not exceeding three years. We use natural gas derivative instruments primarily to lock in a substantial portion of our margin on sales under the Forward Pricing Program. Our natural gas acquisition policy also allows us to establish derivative positions that are associated with anticipated natural gas requirements, unrelated to our Forward Pricing Program. The derivative instruments that we currently use are natural gas swap contracts. These contracts settle using NYMEX futures (for Donaldsonville) or AECO (for Medicine Hat) price indexes, which represent 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 gas purchases used to manufacture nitrogen products during those future periods. We account for derivatives under ASC Topic 815Derivatives and Hedging (formerly SFAS No.133). Under this standard, derivatives are recognized in the consolidated balance sheet at fair value and changes in their fair value are recognized immediately in earnings, unless the normal purchase and sale exemption applies. We use natural gas derivatives primarily as an economic hedge of gas price risk, but without the application of hedge accounting. Accordingly, changes in the fair value of the derivatives are recorded in cost of sales as the changes occur. Cash flows related to natural gas derivatives are reported as operating activities. The effect of derivatives in our consolidated statements of operations is shown below. All amounts arise from natural gas derivatives that are not designated as hedging instruments and are recorded in cost of sales. Three months ended September30, Nine months ended September30, 2009 2008 2009 2008 (in millions) Realized gains (losses) $ (6.3 ) $ 0.5 $ (114.4 ) $ 49.4 Unrealized mark-to-market gains (losses) 1.9 (251.0 ) 84.8 (98.2 ) Net derivative losses $ (4.4 ) $ (250.5 ) $ (29.6 ) $ (48.8 ) The fair values of derivatives on our consolidated balance sheets are shown below. All amounts arise from natural gas derivatives that are not designated as hedging instruments. For additional information on derivative fair values, see Note5Fair Value Measurements. September30, 2009 December31, 2008 (in millions) Unrealized gains in other current assets $ 2.0 $ 0.7 Unrealized losses in other current liabilities (1.8 ) (85.3 ) Net unrealized derivative gains (losses) $ 0.2 $ (84.6 ) As of September30, 2009 and December31, 2008, we had open derivative contracts for 5.6million MMBtus and 16.7million MMBtus, respectively, of natural gas. For the nine months ended September30, 2009, we used derivativ |
Stock-Based Compensation
Stock-Based Compensation | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Stock-Based Compensation | 17.Stock-Based Compensation 2009 Equity and Incentive Plan On April21, 2009, our shareholders approved the CF Industries Holdings,Inc. 2009 Equity and Incentive Plan (Plan), which replaced the CF Industries Holdings,Inc. 2005 Equity and Incentive Plan (2005 Plan). Under the Plan, we may grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards (payable in cash or stock), and other stock-based awards to our officers, employees, consultants and independent contractors (including non-employee directors). The purpose of the Plan is to provide an incentive for our employees, officers, consultants and non-employee directors that is aligned with the interests of our stockholders. Share Reserve and Individual Award Limits The maximum number of shares reserved for the grant of awards under the Plan shall be the sum of (i)3.9million and (ii)the number of shares subject to outstanding awards under the 2005 Plan to the extent such awards terminate or expire without delivery of shares. For purposes of determining the number of shares of stock available for grant under the Plan, each option or stock appreciation right is counted against the reserve as one share. Each share of stock granted, other than an option or a stock appreciation right, is counted against the reserve as 1.61 shares. If any outstanding award expires for any reason or is settled in cash, any unissued shares subject to the award will again be available for issuance under the Plan. Shares tendered in payment of the exercise price of an option and shares withheld by the Company or otherwise received by the Company to satisfy tax withholding obligations are not available for future grant under the Plan. At September30, 2009, we had 3.7million shares available for future awards under the Plan. The Plan provides that no more than 1.0million underlying shares may be granted to a participant in any one calendar year. Awards Awards granted under the Plan are accounted for in accordance with ASC Topic 718Compensation- Stock Compensation (formerly SFAS No.123RShare-Based Payment), which requires the measurement and recognition of compensation expense for all share-based payment awards based on grant date fair values. The fair value of each stock option award is based on the closing market price of our common stock on the date of grant, and is estimated using the Black-Scholes option valuation model. The fair value of a restricted stock award is equal to the closing market price of our common stock on the date of grant. At September30, 2009, we had 1.8million stock options outstanding with an aggregate intrinsic value of $100.8million. At December31, 2008, we had 1.8million stock options outstanding with an aggregate intrinsic value of $49.1million. During the three months ended September30, 2009, we granted 132,200 stock options and 33,200 shares of restricted stock under the Plan. The weighted-average grant-date fair value per share for stock options and restricted stock awards granted during the three months ended September30, 2009 was $36.80 and $82.03, respectively. During the three |
Other Comprehensive Income
Other Comprehensive Income (Loss) | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Other Comprehensive Income (Loss) | 18.Other Comprehensive Income (Loss) Changes to accumulated other comprehensive loss and the impact on other comprehensive income (loss) are as follows: Foreign Currency Translation Adjustment Unrealized Gain (Loss) on Securities Defined Benefit Plans Accumulated Other Comprehensive Income (Loss) (in millions) Balance at December31, 2008 $ (4.4 ) $ (14.0 ) $ (56.8 ) $ (75.2 ) Unrealized holding gain on securities 10.6 10.6 Reclassification to earnings (0.2 ) 1.4 1.2 Deferred taxes and other changes 3.5 (4.0 ) (0.4 ) (0.9 ) Balance at September30, 2009 $ (0.9 ) $ (7.6 ) $ (55.8 ) $ (64.3 ) Balance at December31, 2007 $ 1.0 $ 0.5 $ (22.7 ) $ (21.2 ) Unrealized holding loss on securities (12.5 ) (12.5 ) Reclassification to earnings (0.5 ) 1.4 0.9 Deferred taxes and other changes (1.8 ) 5.0 (0.2 ) 3.0 Balance at September30, 2008 $ (0.8 ) $ (7.5 ) $ (21.5 ) $ (29.8 ) The pre-tax unrealized holding gain on securities of $10.6million during the nine months ended September30, 2009 relates primarily to an unrealized holding gain on our investments in auction rate securities partially offset by an unrealized holding loss on our investment in marketable equity securities. The pre-tax unrealized holding loss on securities of $12.5million during the nine months ended September30, 2008 relates primarily to our investments in auction rate securities. For additional information on our investments in auction rate securities and investment in marketable equity securities, see Note5Fair Value Measurements and Note10Cash and Cash Equivalents, Short-term Investments and Other Investments. |
Contingencies
Contingencies | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Contingencies | 19.Contingencies 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 matters will not have a material adverse effect on our consolidated financial position or results of operations. Environmental Plant City Environmental Matters RCRA Enforcement Initiative.In December 2004 and January 2005, the United States Environmental Protection Agency (EPA) inspected our Plant City, Florida phosphate fertilizer complex to evaluate the facility's compliance with the Resource Conservation and Recovery Act (RCRA), the federal statute that governs the generation, transportation, treatment, storage and disposal of hazardous wastes. This inspection was undertaken as a part of a broad enforcement initiative commenced by the EPA to evaluate whether mineral processing and mining facilities, including, in particular, all wet process phosphoric acid production facilities, are in compliance with RCRA, and the extent to which such facilities' waste management practices have impacted the environment. By letter dated September27, 2005, EPA Region 4 issued to the Company a Notice of Violation (NOV) and Compliance Evaluation Inspection Report. The NOV and Compliance Evaluation Inspection Report alleged a number of violations of RCRA, including violations relating to recordkeeping, the failure to properly make hazardous waste determinations as required by RCRA, and alleged treatment of sulfuric acid waste without a permit. The most significant allegation in the NOV is that the Plant City facility's reuse of phosphoric acid process water (which is otherwise exempt from regulation as a hazardous waste) in the production of ammoniated phosphate fertilizer, and the return of this process water to the facility's process water recirculating system, have resulted in the disposal of hazardous waste into the system without a permit. The Compliance Evaluation Inspection Report indicates that, as a result, the entire process water system, including all pipes, ditches, cooling ponds and gypsum stacks, could be regulated as hazardous waste management units under RCRA. Several of our competitors have received NOVs making this same allegation. This particular recycling of process water is common in the industry and, the Company believes, was authorized by the EPA in 1990. The Company also believes that this allegation is inconsistent with recent case law governing the scope of the EPA's regulatory authority under RCRA. Nonetheless, the Company has conducted a successful pilot test to replace process water as a scrubbing medium at the ammonium phosphate fertilizer plants and maintain compliance with Plant City's air permit. The Company has received a permit from the Florida Department of Environmental Protection that authorizes the Company to make this change for the three ammonium phosphate plants th |
Segment Disclosures
Segment Disclosures | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Segment Disclosures | 20.Segment Disclosures We are organized and managed based primarily on two segments, which are differentiated primarily by their products, the markets they serve and the regulatory environments in which they operate. The two segments are the nitrogen segment and the phosphate segment. The Company's management uses gross margin to evaluate segment performance and allocate resources. Selling, general and administrative expenses; other operating and non-operating expenses; interest; as well as income tax expense, are managed centrally and are not included in the measurement of segment profitability reviewed by management. Segment data for sales, cost of sales and gross margin for the three and nine months ended September30, 2009 and 2008 follows. Nitrogen Phosphate Consolidated (in millions) Three months ended September30, 2009 Net sales Ammonia $ 58.2 $ $ 58.2 Urea 128.6 128.6 UAN 88.6 88.6 DAP 93.4 93.4 MAP 30.3 30.3 Potash 30.3 30.3 Other 0.7 0.7 276.1 154.0 430.1 Cost of sales 174.2 131.9 306.1 Gross margin $ 101.9 $ 22.1 $ 124.0 Three months ended September30, 2008 Net sales Ammonia $ 63.4 $ $ 63.4 Urea 326.0 326.0 UAN 208.6 208.6 DAP 380.9 380.9 MAP 40.8 40.8 Other 1.1 1.1 599.1 421.7 1,020.8 Cost of sales 669.6 230.3 899.9 Gross margin $ (70.5 ) $ 191.4 $ 120.9 Nitrogen Phosphate Consolidated (in millions) Nine months ended September30, 2009 Net sales Ammonia $ 463.5 $ $ 463.5 Urea 607.1 607.1 UAN 412.3 412.3 DAP 421.8 421.8 MAP 102.8 102.8 Potash 89.8 89.8 Other 4.4 4.4 1,487.3 614.4 2,101.7 Cost of sales 812.8 575.6 1,388.4 Gross margin $ 674.5 $ 38.8 $ 713.3 Nine months ended September30, 2008 Net sales Ammonia $ 367.8 $ $ 367.8 Urea 912.8 912.8 UAN 599.6 599.6 DAP 834.1 834.1 MAP 129.5 129.5 Other 5.3 5.3 1,885.5 963.6 2,849.1 Cost of sales 1,396.5 590.6 1,987.1 Gross margin $ 489.0 $ 373.0 $ 862.0 Assets at Sep |
Subsequent Event
Subsequent Event | |
9 Months Ended
Sep. 30, 2009 USD / shares | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Subsequent Event | 21.Subsequent Events Peru Gas Supply Agreement.On October13, 2009, CF Industries PerS.A.C. ("CF Peru"), an indirect wholly-owned subsidiary of CF Holdings, entered into a contract for the supply of natural gas to its proposed facility to produce nitrogen fertilizers in San Juan de Marcona, Peru. Subject to the satisfaction of certain conditions precedent, including the completion of the facility and related gas pipeline and other infrastructure, the agreement provides for the purchase, on a take-or-pay basis, by CF Peru of up to 99million cubic feet per day of natural gas. The purchase price for the natural gas used to produce petrochemicals at the facility is based on an index price for urea. Proposed Business Combination with Terra Industries Inc. (Terra).On November1, 2009, we modified our previously proposed transaction with Terra and announced that we are offering $32.00 in cash and 0.1034 of a share of CFIndustries Holdings Inc. common stock for each share of Terra common stock, provided that the total cash consideration will be reduced by the $7.50 per share special dividend that has been declared by Terra, once it has been paid. Morgan Stanley has committed to provide us with up to $2.5 billion in senior secured financing for the transaction and for ongoing corporate and working capital requirements. The financing commitment expires on November 30, 2009 unless previously extended, subject to there not having been a disruption of the financial markets. The offer made to acquire Terra is subject to approval by the Terra Board of Directors and entering into a definitive agreement, but is not subject to a financing condition. However, the offer may be withdrawn if not accepted by November 30, 2009. |
Document and Entity Information
Document and Entity Information (USD $) | ||
9 Months Ended
Sep. 30, 2009 | Jun. 30, 2008
| |
Document and Entity Information | ||
Entity Registrant Name | CF Industries Holdings, Inc. | |
Entity Central Index Key | 0001324404 | |
Document Type | 10-Q | |
Document Period End Date | 2009-09-30 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Public Float | $8,592,410,193 | |
Entity Common Stock, Shares Outstanding | 48,558,610 |