Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 30, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | CF Industries Holdings, Inc. | |
Entity Central Index Key | 1,324,404 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 233,075,336 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($)$ / sharesshares | |||
Income Statement [Abstract] | ||||||
Net sales | $ 927.4 | $ 921.4 | $ 3,192.5 | $ 3,526.7 | ||
Cost of sales | 762.4 | 620.3 | 1,925.8 | 2,192.5 | ||
Gross margin | 165 | 301.1 | 1,266.7 | 1,334.2 | ||
Selling, general and administrative expenses | 41.6 | 38.2 | 119.6 | 119.4 | ||
Transaction costs | 37.4 | 0 | 37.4 | 0 | ||
Other operating—net | 33.1 | 25.7 | 73.7 | 41.5 | ||
Total other operating costs and expenses | 112.1 | 63.9 | 230.7 | 160.9 | ||
Gain on sale of phosphate business | 0 | 0 | 0 | 747.1 | ||
Equity in earnings of operating affiliates | 5.6 | 9.4 | 20 | 27.3 | ||
Operating earnings | 58.5 | 246.6 | 1,056 | 1,947.7 | ||
Interest expense | 30.3 | 46.4 | 93.2 | 137.1 | ||
Interest income | (0.6) | (0.2) | (1.2) | (0.7) | ||
Other non-operating—net | 4.2 | (0.1) | 4.7 | 0.5 | ||
Earnings before income taxes and equity in earnings of non-operating affiliates | 24.6 | 200.5 | 959.3 | 1,810.8 | ||
Income tax provision | 20.1 | 70.5 | 333.5 | 640.9 | ||
Equity in earnings of non-operating affiliates—net of taxes | 92.9 | 10.6 | 72.3 | 15.8 | ||
Net earnings | 97.4 | 140.6 | 698.1 | 1,185.7 | ||
Less: Net earnings attributable to noncontrolling interest | 6.5 | 9.7 | 24.7 | 33.7 | ||
Net earnings attributable to common stockholders | $ 90.9 | $ 130.9 | $ 673.4 | $ 1,152 | ||
Net earnings per share attributable to common stockholders: | ||||||
Basic (in dollars per share) | $ / shares | $ 0.39 | $ 0.53 | [1] | $ 2.85 | $ 4.45 | [1] |
Diluted (in dollars per share) | $ / shares | $ 0.39 | $ 0.52 | [1] | $ 2.84 | $ 4.43 | [1] |
Weighted average common shares outstanding: | ||||||
Basic (in shares) | shares | 233.1 | 248.4 | [1] | 236 | 259 | [1] |
Diluted (in shares) | shares | 234 | 249.3 | [1] | 236.9 | 259.9 | [1] |
Dividends declared per common share (in dollars per share) | $ / shares | $ 0.3 | $ 0.3 | [1] | $ 0.9 | $ 0.7 | [1] |
[1] | Share and per share amounts have been retroactively restated for all prior periods presented to reflect the five-for-one split of the Company’s common stock effected in the form of a stock dividend that was distributed on June 17, 2015. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings | $ 97.4 | $ 140.6 | $ 698.1 | $ 1,185.7 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment—net of taxes | (49.8) | (51.7) | (100.1) | (38.3) |
Unrealized loss on hedging derivatives—net of taxes | 0 | (1.8) | 0 | (1.8) |
Unrealized (loss) gain on securities—net of taxes | (0.4) | 0.4 | (0.4) | 0.7 |
Defined benefit plans—net of taxes | 42.4 | 3.1 | 46.7 | 9.6 |
Total other comprehensive income (loss) | (7.8) | (50) | (53.8) | (29.8) |
Comprehensive income | 89.6 | 90.6 | 644.3 | 1,155.9 |
Less: Comprehensive income attributable to noncontrolling interest | 6.5 | 9.7 | 24.7 | 33.7 |
Comprehensive income attributable to common stockholders | $ 83.1 | $ 80.9 | $ 619.6 | $ 1,122.2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS $ in Millions | Jun. 17, 2015 | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2013USD ($) | |
Current assets: | ||||||
Cash and cash equivalents | $ 943.2 | $ 1,996.6 | $ 2,651.2 | $ 1,710.8 | ||
Restricted cash | 25.9 | 86.1 | ||||
Accounts receivable—net | 251.9 | 191.5 | ||||
Inventories | 329.8 | 202.9 | ||||
Deferred income taxes | 67.8 | 84 | ||||
Prepaid income taxes | 111 | 34.8 | ||||
Other current assets | 34.6 | 18.6 | ||||
Total current assets | 1,764.2 | 2,614.5 | ||||
Property, plant and equipment—net | 7,939.6 | 5,525.8 | ||||
Investments in and advances to affiliates | 359.8 | 861.5 | ||||
Goodwill | 2,407.2 | 2,092.8 | ||||
Other assets | 399 | 243.6 | ||||
Total assets | 12,869.8 | 11,338.2 | ||||
Current liabilities: | ||||||
Accounts payable and accrued expenses | 825.4 | 589.9 | ||||
Income taxes payable | 4.2 | 16 | ||||
Customer advances | 381.9 | 325.4 | ||||
Other current liabilities | 62.1 | 48.4 | ||||
Total current liabilities | 1,273.6 | 979.7 | ||||
Long-term debt | 5,592.6 | 4,592.5 | ||||
Deferred income taxes | 909.5 | 818.6 | ||||
Other liabilities | 626.6 | 374.9 | ||||
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, 2015—235,484,475 shares issued and 2014—245,904,140 shares issued(1) | 2.4 | 2.5 | [1] | |||
Paid-in capital(1) | 1,374.6 | 1,413.9 | [1] | |||
Retained earnings | 3,101.3 | 3,175.3 | ||||
Treasury stock—at cost, 2015—2,411,839 shares and 2014—4,231,090 shares(1) | (152.7) | (222.2) | [1] | |||
Accumulated other comprehensive loss | (213.6) | (159.8) | (72.4) | (42.6) | ||
Total stockholders' equity | 4,112 | 4,209.7 | ||||
Noncontrolling interest | 355.5 | 362.8 | ||||
Total equity | 4,467.5 | 4,572.5 | $ 4,855.3 | $ 5,438.4 | ||
Total liabilities and equity | $ 12,869.8 | $ 11,338.2 | ||||
Stock split, conversion ratio | 5 | |||||
[1] | December 31, 2014 amounts have been retroactively restated to reflect the five-for-one split of the Company’s common stock effected in the form of a stock dividend that was distributed on June 17, 2015. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 235,484,475 | 245,904,140 |
Treasury stock, shares | 2,411,839 | 4,231,090 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions | Total | Common Stock | Treasury Stock(1) | Paid-In Capital(1) | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Stockholders' Equity | Noncontrolling Interest | |||
Balance at Dec. 31, 2013 | $ 5,438.4 | $ 2.8 | [1] | $ (201.8) | [1] | $ 1,592.1 | [1] | $ 3,725.6 | $ (42.6) | $ 5,076.1 | $ 362.3 |
Increase (decrease) in equity | |||||||||||
Net earnings | 1,185.7 | 1,152 | 1,152 | 33.7 | |||||||
Other comprehensive income: | |||||||||||
Foreign currency translation adjustment—net of taxes | (38.3) | (38.3) | (38.3) | ||||||||
Unrealized loss on hedging derivatives—net of taxes | (1.8) | (1.8) | (1.8) | ||||||||
Unrealized net gain on securities—net of taxes | 0.7 | 0.7 | 0.7 | ||||||||
Defined benefit plans—net of taxes | 9.6 | 9.6 | 9.6 | ||||||||
Comprehensive income | 1,155.9 | 1,122.2 | 33.7 | ||||||||
Purchases of treasury stock | (1,550.8) | (1,550.8) | (1,550.8) | ||||||||
Retirement of treasury stock | 0 | (0.2) | [1] | 1,150.6 | [1] | (133.3) | [1] | (1,017.1) | 0 | ||
Acquisition of treasury stock under employee stock plans | (3.1) | (3.1) | 0 | 0 | (3.1) | ||||||
Issuance of $0.01 par value common stock under employee stock plans | 12 | 0.8 | 11.2 | 0 | 12 | ||||||
Stock-based compensation expense | 13.4 | 13.4 | 13.4 | ||||||||
Excess tax benefit from stock-based compensation | 8.7 | 8.7 | 8.7 | ||||||||
Cash dividends ($0.90 and $0.70 per share) for the years ended 2015 and 2014 respectively | (181.4) | (181.4) | (181.4) | ||||||||
Distributions declared to noncontrolling interest | (37.8) | (37.8) | |||||||||
Balance at Sep. 30, 2014 | 4,855.3 | 2.6 | [1] | (604.3) | [1] | 1,492.1 | [1] | 3,679.1 | (72.4) | 4,497.1 | 358.2 |
Balance at Dec. 31, 2013 | 5,438.4 | 2.8 | [1] | (201.8) | [1] | 1,592.1 | [1] | 3,725.6 | (42.6) | 5,076.1 | 362.3 |
Balance at Dec. 31, 2014 | 4,572.5 | 2.5 | [1] | (222.2) | [1] | 1,413.9 | [1] | 3,175.3 | (159.8) | 4,209.7 | 362.8 |
Balance at Sep. 30, 2014 | 4,855.3 | 2.6 | [1] | (604.3) | [1] | 1,492.1 | [1] | 3,679.1 | (72.4) | 4,497.1 | 358.2 |
Balance at Dec. 31, 2014 | 4,572.5 | 2.5 | [1] | (222.2) | [1] | 1,413.9 | [1] | 3,175.3 | (159.8) | 4,209.7 | 362.8 |
Increase (decrease) in equity | |||||||||||
Net earnings | 698.1 | 673.4 | 673.4 | 24.7 | |||||||
Other comprehensive income: | |||||||||||
Foreign currency translation adjustment—net of taxes | (100.1) | (100.1) | (100.1) | 0 | |||||||
Unrealized loss on hedging derivatives—net of taxes | 0 | ||||||||||
Unrealized net gain on securities—net of taxes | (0.4) | (0.4) | (0.4) | ||||||||
Defined benefit plans—net of taxes | 46.7 | 46.7 | 46.7 | ||||||||
Comprehensive income | 644.3 | 619.6 | 24.7 | ||||||||
Purchases of treasury stock | (527.2) | (527.2) | (527.2) | ||||||||
Retirement of treasury stock | 0 | (0.1) | 597.1 | (62) | (535) | 0 | |||||
Acquisition of treasury stock under employee stock plans | (1.3) | 0 | (1.3) | 0 | 0 | (1.3) | |||||
Issuance of $0.01 par value common stock under employee stock plans | 8.3 | 0.9 | 7.4 | 0 | 8.3 | ||||||
Stock-based compensation expense | 12.9 | 12.9 | 12.9 | ||||||||
Excess tax benefit from stock-based compensation | 2.4 | 2.4 | 2.4 | ||||||||
Cash dividends ($0.90 and $0.70 per share) for the years ended 2015 and 2014 respectively | (212.4) | (212.4) | (212.4) | ||||||||
Distributions declared to noncontrolling interest | (32) | (32) | |||||||||
Balance at Sep. 30, 2015 | $ 4,467.5 | $ 2.4 | $ (152.7) | $ 1,374.6 | $ 3,101.3 | $ (213.6) | $ 4,112 | $ 355.5 | |||
[1] | Amounts have been retroactively restated for all prior periods presented to reflect the five-for-one split of the Company’s common stock effected in the form of a stock dividend that was distributed on June 17, 2015. |
CONSOLIDATED STATEMENTS OF EQU7
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | ||
Statement of Stockholders' Equity [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Cash Dividends (dollars per share) | [1] | $ 0.90 | $ 0.70 |
[1] | Amounts have been retroactively restated for all prior periods presented to reflect the five-for-one split of the Company’s common stock effected in the form of a stock dividend that was distributed on June 17, 2015. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating Activities: | ||
Net earnings | $ 698.1 | $ 1,185.7 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 348 | 298.5 |
Deferred income taxes | (6.3) | 15.6 |
Stock-based compensation expense | 13.3 | 13.6 |
Excess tax benefit from stock-based compensation | (2.4) | (8.7) |
Unrealized loss on derivatives | 70.5 | 67.6 |
Gain on remeasurement of GrowHow investment | (94.4) | 0 |
Loss on sale of equity method investments | 42.8 | 0 |
Gain on sale of phosphate business | 0 | (747.1) |
Loss on disposal of property, plant and equipment | 18.1 | 2.5 |
Undistributed earnings of affiliates—net of taxes | (1.7) | (39.2) |
Changes in: | ||
Accounts receivable—net | 15 | 97.1 |
Inventories | (71.8) | 13.6 |
Accrued and prepaid income taxes | (68.6) | (70) |
Accounts payable and accrued expenses | 31.6 | (7.2) |
Customer advances | 56.5 | 340.2 |
Other—net | 22.8 | 14.7 |
Net cash provided by operating activities | 1,071.5 | 1,176.9 |
Investing Activities: | ||
Additions to property, plant and equipment | (1,791.3) | (1,272.7) |
Proceeds from sale of property, plant and equipment | 9.1 | 10.2 |
Proceeds from sale of equity method investment | 12.8 | 0 |
Proceeds from sale of phosphate business | 0 | 1,353.6 |
Purchase of GrowHow, net of cash acquired | (553.9) | 0 |
Sales and maturities of short-term and auction rate securities | 0 | 5 |
Deposits to restricted cash funds | 0 | (505) |
Withdrawals from restricted cash funds | 60.2 | 513.4 |
Other—net | (35.8) | 17.4 |
Net cash (used in) provided by investing activities | (2,298.9) | 121.9 |
Financing Activities: | ||
Proceeds from long-term borrowings | 1,000 | 1,494.2 |
Proceeds from short-term borrowings | 367 | 0 |
Payments of short-term borrowings | (367) | 0 |
Financing fees | (28.3) | (16) |
Dividends paid on common stock | (212.4) | (181.4) |
Distributions to noncontrolling interest | (32) | (37.8) |
Purchases of treasury stock | (556.3) | (1,591.2) |
Issuances of common stock under employee stock plans | 8.3 | 12 |
Excess tax benefit from stock-based compensation | 2.4 | 8.7 |
Other—net | 0 | (43) |
Net cash provided by (used in) financing activities | 181.7 | (354.5) |
Effect of exchange rate changes on cash and cash equivalents | (7.7) | (3.9) |
(Decrease) increase in cash and cash equivalents | (1,053.4) | 940.4 |
Cash and cash equivalents at beginning of period | 1,996.6 | 1,710.8 |
Cash and cash equivalents at end of period | $ 943.2 | $ 2,651.2 |
Background and Basis of Present
Background and Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Basis of Presentation | Background and Basis of Presentation We are one of the largest manufacturers and distributors of nitrogen fertilizer and other nitrogen products in the world. Our principal customers are cooperatives, independent fertilizer distributors and industrial users. Our principal nitrogen fertilizer products are ammonia, granular urea, urea ammonium nitrate solution (UAN) and ammonium nitrate (AN). Our other nitrogen products include diesel exhaust fluid (DEF), urea liquor, and aqua ammonia, which are sold primarily to our industrial customers, and compound fertilizer products (NPKs), which are solid granular fertilizer products for which the nutrient content is a combination of nitrogen, phosphorus, and potassium. Our core market and distribution facilities are concentrated in the midwestern United States and other major agricultural areas of the United States, Canada and the United Kingdom. We also export nitrogen fertilizer products from our Donaldsonville, Louisiana manufacturing facility, Yazoo City, Mississippi manufacturing facility, and our Billingham, United Kingdom manufacturing facility. All references to "CF Holdings," "the Company," "we," "us" and "our" refer to CF Industries Holdings, Inc. and its subsidiaries, except where the context makes clear that the reference is only to CF Industries Holdings, Inc. itself and not its subsidiaries. All references to "CF Industries" refer to CF Industries, Inc., a 100% owned subsidiary of CF Industries Holdings, Inc. GrowHow Acquisition On July 31, 2015, we completed the acquisition of the remaining 50% equity interest in GrowHow UK Group Limited (GrowHow Group) not previously owned by us for total consideration of $570.4 million , and GrowHow Group became a wholly-owned subsidiary. GrowHow UK Limited, a wholly-owned subsidiary of GrowHow Group, operates two nitrogen manufacturing complexes in the United Kingdom, in the cities of Ince and Billingham. We refer to GrowHow Group and GrowHow UK Limited collectively as GrowHow. We recorded a $94.4 million gain on the remeasurement to fair value of our initial 50% equity interest in GrowHow that is included in equity in earnings of non-operating affiliates—net of taxes for the three and nine months ended September 30, 2015. The financial results of GrowHow have been consolidated within our financial results since July 31, 2015. Prior to July 31, 2015, our initial 50% equity interest in GrowHow was accounted for as an equity method investment, and the financial results of this investment were included in our consolidated statements of operations in equity in earnings of non-operating affiliates—net of taxes. See Note 3—Acquisitions and Divestitures , for additional information on the preliminary allocation of the total purchase price to the assets acquired and liabilities assumed in the GrowHow acquisition. New Segments In the third quarter of 2015, we changed our reportable segment structure to separate AN from our Other segment as our AN products increased in significance as a result of the GrowHow acquisition. Our reportable segment structure reflects how our chief operating decision maker (CODM), as defined under U.S. generally accepted accounting principles (GAAP), assesses the performance of our operating segments and makes decisions about resource allocation. Our reportable segments now consist of ammonia, granular urea, UAN, AN, other, and phosphate. These segments are differentiated by products, which are used differently by agricultural customers based on crop application, weather and other agronomic factors or by industrial customers. Our management uses gross margin to evaluate segment performance and allocate resources. Historical financial results have been restated to reflect the new segment structure on a comparable basis. See Note 17—Segment Disclosures for additional information and a description of our reportable segments. Five-for-One Common Stock Split On May 15, 2015, we announced that our board of directors declared a five -for-one split of our common stock to be effected in the form of a stock dividend. On June 17, 2015, stockholders of record as of the close of business on June 1, 2015 (Record Date) received four additional shares of common stock for each share of common held on the Record Date. Shares reserved under the Company's equity and incentive plans were adjusted to reflect the stock split. All share and per share data has been retroactively restated to reflect the stock split, except for the number of authorized shares of common stock. Since the par value of the common stock remained at $0.01 per share, the recorded value for common stock has been retroactively restated to reflect the par value of total outstanding shares with a corresponding decrease to paid in capital. Phosphate Business Disposition Prior to March 17, 2014, we also manufactured and distributed phosphate fertilizer products. Our principal phosphate products were diammonium phosphate (DAP) and monoammonium phosphate (MAP). On March 17, 2014, we completed the sale of our phosphate mining and manufacturing business, which was located in Florida, to The Mosaic Company (Mosaic) for approximately $1.4 billion in cash. The transaction 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 transaction and were settled in the ordinary course. Upon selling the phosphate business, we began to supply Mosaic with ammonia produced by our Point Lisas Nitrogen Limited (PLNL) joint venture. The contract to supply ammonia to Mosaic from our PLNL joint venture represents the continuation of a supply practice that previously existed between our former phosphate mining and manufacturing business and other operations of the Company. Prior to March 17, 2014, PLNL sold ammonia to us for use in the phosphate business and the cost was included in our production costs in the phosphate segment. Subsequent to the sale of the phosphate business, we now sell the PLNL-sourced ammonia to Mosaic. The revenue from these sales to Mosaic and the costs to purchase the ammonia from PLNL are now included in our ammonia segment. Our 50% share of the operating results of our PLNL joint venture continues to be included in our equity in earnings of operating affiliates in our consolidated statements of operations. Because of the significance of this continuing supply practice, in accordance with U.S. GAAP, the phosphate mining and manufacturing business is not reported as discontinued operations in our consolidated statements of operations. See Note 3—Acquisitions and Divestitures for additional information. 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, 2014 , in accordance with U.S. GAAP for interim financial reporting. In the opinion of management, these statements reflect all adjustments, consisting only of normal and recurring adjustments that are necessary for the fair representation of the information for the periods presented. The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Operating results for any period presented apply to that period only and are not necessarily indicative of results for any future period. The accompanying unaudited interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements and related disclosures included in our 2014 Annual Report on Form 10-K filed with the SEC on February 26, 2015. The preparation of the unaudited interim consolidated financial statements requires us to make use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the unaudited consolidated financial statements and the reported revenues and expenses for the periods presented. Significant estimates and assumptions are used for, but are not limited to, net realizable value of inventories, environmental remediation liabilities, environmental and litigation contingencies, the cost of customer incentives, useful lives of property and identifiable intangible assets, the assumptions used in the evaluation of potential impairments of property, investments, identifiable intangible assets and goodwill, income tax and valuation reserves, allowances for doubtful accounts receivable, the measurement of the fair values of investments for which markets are not active, assumptions used in the determination of the funded status and annual expense of pension and postretirement employee benefit plans and the assumptions used in the valuation of stock-based compensation awards granted to employees. |
New Accounting Standards
New Accounting Standards | 9 Months Ended |
Sep. 30, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Standards | New Accounting Standards In September 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments. At the date of an acquisition, fair value of certain assets and liabilities may not be accurately determinable and are therefore recognized at the acquirer's best estimate. Such amounts may be updated as additional information becomes available in periods subsequent to the acquisition for up to one year. Prior to the issuance of this new ASU, subsequent adjustments had to be pushed back to the acquisition date, which required retroactive adjustments to prior period amounts. Under the new guidance, adjustments to provisional amounts that are identified during the measurement period are to be recorded in the reporting period in which the adjustment amounts are determined. ASU No. 2015-16 is effective for fiscal years beginning after December 15, 2015 and is applied prospectively to adjustments to estimated purchase accounting amounts that occur after the effective date. Early application is permitted. The Company has not recognized any adjustments to estimated purchase accounting amounts for the nine months ended September 30, 2015. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory, effective for annual and interim periods beginning after December 15, 2016. ASU No. 2015-11 changes the inventory measurement principle for entities using the first-in, first out (FIFO) or average cost methods. For entities utilizing one of these methods, the inventory measurement principle will change from lower of cost or market to the lower of cost and net realizable value. We follow the FIFO or average cost methods and are currently evaluating the provisions of ASU No. 2015-11 and assessing the impact, if any, it may have on our financial position and results of operations. In April 2015, the FASB issued ASU No. 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement (an update to Subtopic 350-40, Intangibles—Goodwill and Other—Internal-Use Software), which provides guidance on accounting for cloud computing arrangements. Under this ASU, if a cloud computing arrangement includes a software license, the customer should account for the license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the arrangement should be accounted for as a service contract. This ASU is effective for arrangements entered into, or materially modified, in interim and annual periods beginning after December 15, 2015. Retrospective application of the ASU is permitted but not required. We are currently evaluating the impact of this ASU on our consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This ASU requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The ASU requires retrospective application and represents a change in accounting principle. In August 2015, the FASB issued the related ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which clarifies ASU 2015-03 and states that the SEC staff would not object to an entity deferring and presenting debt issuance costs related to a line-of-credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. These ASUs are effective for fiscal years beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. We expect that the adoption of these ASUs will not have a significant impact on our consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02, Consolidations (Topic 810): Amendments to the Consolidation Analysis, which amends current consolidation guidance including changes to both the variable and voting interest models used by companies to evaluate whether an entity should be consolidated. The requirements from ASU No. 2015-02 are effective for interim and annual periods beginning after December 15, 2015, and early adoption is permitted. We are currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which supersedes the revenue recognition requirements in Accounting Standards Codification 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments. Additionally, information concerning the costs to obtain and fulfill a contract, including assets to be recognized, is to be capitalized and disclosed. In July 2015, the FASB voted to defer the effective date of this ASU through the issuance of ASU No. 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, to December 15, 2017 for interim and annual reporting periods beginning after that date. Early adoption of the standard as of December 15, 2016 (for interim and annual reporting periods beginning after that date) is permitted by the FASB. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | Acquisitions and Divestitures GrowHow Acquisition On July 31, 2015, we completed the acquisition of the remaining 50% equity interest in GrowHow not previously owned by us for total consideration of $570.4 million , and GrowHow became wholly owned by us. The purchase price was funded with cash on hand. We recorded a gain of $94.4 million on the remeasurement to fair value of our initial 50% equity interest in GrowHow that is included in equity in earnings of non-operating affiliates—net of taxes. See Note 8—Equity Method Investments for additional information. During the three and nine months ended September 30, 2015 the Company incurred direct transaction costs of $3.5 million , respectively, for the acquisition of GrowHow which were expensed as incurred and included in transaction costs in our consolidated statements of operations. The following table summarizes the preliminary allocation of the total fair value to the assets acquired and liabilities assumed in the GrowHow acquisition on July 31, 2015. Where applicable, the estimated fair value of the assets acquired and liabilities assumed is based on the estimated net realizable value for inventory, a replacement cost approach for property, plant and equipment and the income approach for intangible assets. Final determination of the fair values may result in further adjustments to the amounts presented below. (In millions) Fair value of consideration transferred $ 570.4 Fair value of 50% of equity interest already held by the Company 570.4 Total fair value $ 1,140.8 Assets acquired and liabilities assumed Current assets $ 165.1 Property, plant and equipment—net 898.1 Goodwill 328.4 Other assets 140.0 Total assets acquired $ 1,531.6 Current liabilities $ 73.6 Deferred tax liabilities—noncurrent 128.8 Other liabilities 188.4 Total liabilities assumed $ 390.8 Total net assets acquired $ 1,140.8 Current assets acquired included cash of $18.8 million , accounts receivable of $72.6 million and inventory of $65.8 million . The acquired property, plant and equipment will be depreciated over a period consistent with our existing fixed assets depreciation policy. The acquisition resulted in the recognition of $328.4 million of goodwill, which is not deductible for income tax purposes. See Note 7—Goodwill and Other Intangible Assets , for additional information related to goodwill and the acquired intangibles. The amount of sales and net earnings of GrowHow since the acquisition date included in the consolidated statements of operations for the three and nine months ended September 30, 2015 was $83.7 million and $2.1 million , respectively. The following unaudited summary information is presented on a pro forma consolidated basis as if the GrowHow acquisition had occurred on January 1, 2014: Three months ended Nine months ended 2015 2014 2015 2014 (in millions) Net sales $ 972.7 $ 1,072.4 $ 3,561.1 $ 4,016.5 Net earnings attributable to common stockholders $ 3.4 $ 146.4 $ 600.7 $ 1,268.5 The pro forma amounts include transaction costs, amortization and depreciation expense based on the estimated fair value and useful lives of intangible assets and plant assets, elimination of the equity in earnings of the initial 50% equity investment in GrowHow and related tax effects. The pro forma amounts also include the removal of the $94.4 million gain on the remeasurement to fair value of our initial 50% equity interest in GrowHow that is included in the net earnings for the three and nine months ended September 30, 2015, respectively, and recognized this gain for the nine months ended September 30, 2014 as if the acquisition of GrowHow occurred on January 1, 2014. The pro forma results are not necessarily indicative of the combined results had the GrowHow acquisition been completed on January 1, 2014. Agreement to Combine with Certain of OCI N.V.’s Businesses On August 6, 2015, we announced that we entered into a definitive agreement (as amended, the Combination Agreement), under which we will combine with the European, North American and global distribution businesses (collectively, the ENA Business) of OCI N.V. (OCI). OCI is a global producer and distributor of natural gas-based fertilizers and industrial chemicals based in the Netherlands. OCI is listed on the Euronext in Amsterdam. The transaction includes OCI’s nitrogen production facilities in Geleen, Netherlands, and Wever, Iowa; its interest in an ammonia and methanol complex in Beaumont, Texas; and its global distribution business and the assumption of approximately $2 billion in net debt. CF Holdings or its designee will also purchase a 45% interest plus an option to acquire the remaining interest in OCI’s Natgasoline project in Texas, which upon completion in 2017 will be one of the world’s largest methanol facilities. Under the terms of the agreement, CF Holdings will become a subsidiary of a new holding company (New CF) domiciled in the United Kingdom, where CF Holdings is the largest fertilizer producer following the GrowHow acquisition. OCI will contribute the ENA Business to New CF in exchange for ordinary shares of New CF (base share consideration), plus additional consideration of $700 million (subject to adjustment) to be paid in cash, ordinary shares of New CF or a mixture of cash and ordinary shares of New CF, as determined by CF Holdings in accordance with the terms of the Combination Agreement. The base share consideration will represent 25.6% of the ordinary shares of New CF that, upon consummation of the combination, subject to downward adjustment to account for the assumption by New CF, as contemplated by the Combination Agreement, of any of OCI’s 3.875% convertible bonds due 2018 that remain outstanding as of the closing date of the combination. The consideration for the 45% interest in Natgasoline is $517.5 million in cash. The actual ownership split of New CF upon completion of the combination as between former CF Holdings shareholders, on the one hand, and OCI and its shareholders, on the other hand, will be dependent on our share price at the time of closing, the amount of convertible bonds to be assumed by New CF at closing, the amount of adjustments to the amount of the additional consideration, and the mix of cash and New CF ordinary shares used to pay the additional consideration. The transaction is expected to close in 2016, subject to the approval of shareholders of both CF Holdings and OCI, the receipt of certain regulatory approvals and other customary closing conditions. The consummation of the Natgasoline portion of the transaction is subject to conditions that are in addition to the conditions to which the consummation of the transaction involving the ENA Business of OCI is subject, and the consummation of the Natgasoline portion of the transaction is not a condition to consummation of the transaction involving OCI’s ENA Business. New CF will operate under a name to be determined by CF Holdings and be led by our existing management. In conjunction with entering into the Combination Agreement, on August 6, 2015, CF Industries Holdings, Inc. obtained financing commitments from Morgan Stanley Senior Funding, Inc. and Goldman Sachs Bank USA to finance the transactions contemplated by the agreement and for general corporate purposes. The proceeds of such committed financing are available under a senior unsecured bridge term loan facility in an aggregate principal amount of up to $3.0 billion , subject to the terms and conditions set forth therein. See Note 12—Financing Agreements —Bridge Credit Agreement for additional information. Agreement to Form Strategic Venture with CHS On August 12, 2015, we announced that we agreed to enter into a strategic venture with CHS Inc. (CHS). CHS will purchase a minority equity interest in CF Industries Nitrogen, LLC (CFN), a wholly-owned subsidiary of ours, for $2.8 billion . Additionally, we entered into a supply agreement with CHS (Supply Agreement), pursuant to which CHS will have the right to purchase annually from us up to 1.1 million tons of granular urea and 580,000 tons of UAN at market prices. Pursuant to the CFN limited liability agreement, CHS will be entitled to semi-annual profit distributions from CFN in respect of its equity interest in CFN based generally on the volume of granular urea and UAN purchased by CHS pursuant to the Supply Agreement. The strategic venture with CHS is expected to take effect in the first quarter of 2016, subject to the satisfaction of certain conditions. Sale of Equity Method Investments During the second quarter of 2015, we sold our 50% ownership interest in an ammonia storage joint venture in Houston, Texas and our 50% ownership interest in KEYTRADE AG (Keytrade). See Note 8—Equity Method Investments for additional information. Phosphate Disposition In March 2014, we completed the sale of our phosphate mining and manufacturing business to Mosaic pursuant to the terms of an Asset Purchase Agreement dated as of October 28, 2013, among CF Industries Holdings, Inc., CF Industries, Inc. and Mosaic for approximately $1.4 billion in cash. During the first quarter of 2014, we recognized pre-tax and after-tax gains on the transaction 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 fertilizer inventory held in distribution facilities were not sold to Mosaic in the transaction and were settled in the ordinary course. During the fourth quarter of 2014, based on the ordinary course settlement of certain transactions and certain adjustments that were made in accordance with the purchase agreement, we increased the recognized pre-tax and after-tax gains on the transaction to $750.1 million and $462.8 million , respectively. Upon selling the phosphate business, 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 practice that previously existed between our former phosphate mining and manufacturing business and other operations of the Company. Prior to March 17, 2014, PLNL sold ammonia to us for use in the phosphate business and the cost was included in our production costs in the phosphate segment. Subsequent to the sale of the phosphate business, we now sell the PLNL-sourced ammonia to Mosaic. The revenue from these sales to Mosaic and the costs to purchase the ammonia from PLNL are now included in our ammonia segment. Our 50% share of the operating results of our PLNL joint venture continues to be included in our equity in earnings of operating affiliates in our consolidated statements of operations. Because of the significance of this continuing supply practice, in accordance with U.S. GAAP, the phosphate mining and manufacturing business is not reported as discontinued operations in our consolidated statements 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. The remaining phosphate inventory was sold in the second quarter of 2014; therefore, the phosphate segment does not have operating results subsequent to that quarter. The segment will continue to be included until the reporting of comparable period phosphate results ceases. |
Net Earnings Per Share
Net Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Earnings Per Share | Net Earnings Per Share Net earnings per share were computed as follows: Three months ended Nine months ended 2015 2014 2015 2014 (in millions, except per share amounts) Net earnings attributable to common stockholders $ 90.9 $ 130.9 $ 673.4 $ 1,152.0 Basic earnings per common share (1) : Weighted-average common shares outstanding 233.1 248.4 236.0 259.0 Net earnings attributable to common stockholders $ 0.39 $ 0.53 $ 2.85 $ 4.45 Diluted earnings per common share (1) : Weighted-average common shares outstanding 233.1 248.4 236.0 259.0 Dilutive common shares—stock options 0.9 0.9 0.9 0.9 Diluted weighted-average shares outstanding 234.0 249.3 236.9 259.9 Net earnings attributable to common stockholders $ 0.39 $ 0.52 $ 2.84 $ 4.43 _______________________________________________________________________________ (1) Share and per share amounts have been retroactively restated for all prior periods presented to reflect the five -for-one split of the Company’s common stock effected in the form of a stock dividend that was distributed on June 17, 2015. In the computation of diluted earnings per common share, potentially dilutive stock options are excluded if the effect of their inclusion is anti-dilutive. For the three and nine months ended September 30, 2015 and 2014 , anti-dilutive stock options were insignificant. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: September 30, December 31, (in millions) Finished goods $ 292.5 $ 179.5 Raw materials, spare parts and supplies 37.3 23.4 $ 329.8 $ 202.9 |
Property, Plant and Equipment-N
Property, Plant and Equipment-Net | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant and Equipment-Net | Property, Plant and Equipment—Net Property, plant and equipment—net consists of the following: September 30, December 31, (in millions) Land $ 69.0 $ 48.4 Machinery and equipment 6,348.3 5,268.7 Buildings and improvements 201.7 160.7 Construction in progress (1) 4,011.3 2,559.0 10,630.3 8,036.8 Less: Accumulated depreciation and amortization 2,690.7 2,511.0 $ 7,939.6 $ 5,525.8 _______________________________________________________________________________ (1) As of September 30, 2015 and December 31, 2014 , we had construction in progress that was accrued but unpaid of $448.3 million and $279.0 million , respectively. These amounts included accruals related to our capacity expansion projects of $407.2 million and $244.3 million as of September 30, 2015 and December 31, 2014 , respectively. As of September 30, 2015 and December 31, 2014 , construction in progress includes expenditures of $3.5 billion and $2.0 billion , respectively, related to our capacity expansion projects in Port Neal, Iowa and Donaldsonville, Louisiana. Plant turnarounds —Scheduled inspections, replacements and overhauls of plant machinery and equipment at our continuous process manufacturing facilities during a full plant shutdown are referred to as plant turnarounds. The expenditures related to turnarounds are capitalized in property, plant and equipment when incurred. The following is a summary of plant turnaround activity: Nine months ended 2015 2014 (in millions) Net capitalized turnaround costs: Beginning balance $ 153.2 $ 119.8 Additions 99.9 53.6 Depreciation (46.6 ) (39.7 ) Effect of exchange rate changes (2.2 ) (0.7 ) Ending balance $ 204.3 $ 133.0 Scheduled replacements and overhauls of plant machinery and equipment include the dismantling, repair or replacement and installation of various components including piping, valves, motors, turbines, pumps, compressors, heat exchangers and the replacement of catalysts when a full plant shutdown occurs. Scheduled inspections are also conducted during full plant shutdowns, including required safety inspections which entail the disassembly of various components such as steam boilers, pressure vessels and other equipment requiring safety certifications. Internal employee costs and overhead amounts are not considered turnaround costs and are not capitalized. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The following table shows the carrying amount of goodwill by business segment as of September 30, 2015 and December 31, 2014 : Ammonia Granular Urea UAN AN Other Total (in millions) Balance as of December 31, 2014 $ 578.7 $ 829.6 $ 577.0 $ 68.9 $ 38.6 $ 2,092.8 Goodwill related to acquisition of GrowHow 10.0 — — 276.6 41.8 328.4 Effect of exchange rate changes (1.4 ) (1.5 ) (1.0 ) (8.9 ) (1.2 ) (14.0 ) Balance as of September 30, 2015 $ 587.3 $ 828.1 $ 576.0 $ 336.6 $ 79.2 $ 2,407.2 The acquisition in July 2015 of the remaining 50% equity interest in GrowHow not previously owned by us resulted in goodwill of $328.4 million , which is not deductible for income tax purposes. See Note 3—Acquisitions and Divestitures and Note 8—Equity Method Investments for additional information. Our identifiable intangible assets and carrying values are shown below and are presented in other assets on our consolidated balance sheets. September 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net (in millions) Intangible assets: Customer relationships $ 141.9 $ (16.1 ) $ 125.8 $ 50.0 $ (13.2 ) $ 36.8 TerraCair brand 10.0 (10.0 ) — 10.0 (5.0 ) 5.0 Trade names 36.9 (0.3 ) 36.6 — — — Total intangible assets $ 188.8 $ (26.4 ) $ 162.4 $ 60.0 $ (18.2 ) $ 41.8 Included in the table above are intangible assets, net of accumulated amortization, identified with the acquisition of the remaining 50% equity interest in GrowHow not previously owned by us that amounted to $133.0 million as a result of the acquisition on July 31, 2015. The intangible assets are being amortized over a remaining period of approximately 20 years. Amortization expense of our identifiable intangible assets was $1.8 million and $8.2 million for the three and nine months ended September 30, 2015 , respectively, and $1.0 million and $3.0 million for the three and nine months ended September 30, 2014 , respectively. In early 2015, management approved a plan to discontinue the use of the TerraCair brand in the sale of DEF. Based on the discontinuation of the use of this brand, the related intangible assets were fully amortized during the first quarter of 2015. Total estimated amortization expense for the remainder of 2015 and each of the five succeeding fiscal years is as follows: Estimated Amortization Expense (in millions) Remainder of 2015 $ 2.3 2016 9.2 2017 9.2 2018 9.2 2019 9.2 2020 9.2 |
Equity Method Investments
Equity Method Investments | 9 Months Ended |
Sep. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investments In 2015, Company management approved certain plans to focus its portfolio of equity method investments, including the following actions, which are further described below. Operating Equity Method Investments • We sold our 50% ownership interest in an ammonia storage joint venture in Houston, Texas. Non-Operating Equity Method Investments • We purchased the remaining 50% equity interest in GrowHow not previously owned by us. GrowHow is now wholly owned by us. See Note 3—Acquisitions and Divestitures for additional information. • We sold our 50% ownership interest in KEYTRADE AG (Keytrade). As of September 30, 2015 and December 31, 2014, equity method investments consist of the following: September 30, December 31, (in millions) Operating equity method investments $ 359.8 $ 377.6 Non-operating equity method investments — 483.9 Investments in and advances to affiliates $ 359.8 $ 861.5 Operating Equity Method Investments As of September 30, 2015 , our remaining operating equity method investment was a 50% ownership interest in Point Lisas Nitrogen Limited (PLNL), which operates an ammonia production facility in the Republic of Trinidad and Tobago. We include our share of the net earnings from these equity method 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 ammonia segment. Our equity in earnings of operating equity method investments are summarized below: Three months ended Nine months ended 2015 2014 2015 2014 (in millions) Equity in earnings of operating affiliates: PLNL $ 5.6 $ 7.9 $ 18.8 $ 23.6 Ammonia storage joint venture — 1.5 1.2 3.7 Total equity in earnings of operating affiliates $ 5.6 $ 9.4 $ 20.0 $ 27.3 The total carrying value of our operating equity method investment as of September 30, 2015 was $359.8 million , which was $281.6 million more than our share of the affiliate's 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 goodwill. The increased basis for property, plant and equipment and the gas contract is being depreciated over a remaining period of approximately 18 years and 8 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 $27.1 million and $84.2 million for the three and nine months ended September 30, 2015 , respectively, and $24.1 million and $90.1 million for the three and nine months ended September 30, 2014 , respectively. Non-Operating Equity Method Investments On July 31, 2015, we completed the acquisition of the remaining 50% equity interest in GrowHow not previously owned by us for total consideration of $570.4 million , and GrowHow became wholly owned by us. We recorded a gain of $94.4 million on the remeasurement to fair value of our initial 50% equity interest in GrowHow. The earnings in GrowHow have been permanently reinvested. Therefore, the recognition of the $94.4 million gain on the remeasurement of the historical equity investment to fair value does not include the recognition of tax expense on the gain. See Note 3—Acquisitions and Divestitures for additional information. During the second quarter of 2015, we sold our interests in Keytrade and recorded an after-tax loss of $29.2 million (pre-tax loss of $40.1 million ). Equity in earnings of non-operating affiliates—net of taxes for the three months ended September 30, 2015 includes the after-tax gain on remeasurement of our initial 50% equity interest in GrowHow and our equity in losses of GrowHow through the acquisition date. Equity in earnings of non-operating affiliates—net of taxes for the nine months ended September 30, 2015 includes our after-tax gain on remeasurement to fair value of our initial 50% equity interest in GrowHow, the after-tax loss on the sale of our interests in Keytrade and our equity in earnings (losses) of Keytrade, through the date of sale, and GrowHow, through the acquisition date. Our equity in earnings (losses) of GrowHow and Keytrade are summarized below: Three months ended Nine months ended 2015 2014 2015 2014 (in millions) Equity in earnings (losses) of non-operating affiliates—net of taxes: GrowHow $ 92.9 $ 9.0 $ 107.2 $ 12.1 Keytrade — 1.6 (34.9 ) 3.7 Total equity in earnings (losses) of non-operating affiliates—net of taxes $ 92.9 $ 10.6 $ 72.3 $ 15.8 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Our cash and cash equivalents and other investments consist of the following: September 30, 2015 Cost Basis Unrealized Gains Unrealized Losses Fair Value (in millions) Cash $ 88.3 $ — $ — $ 88.3 Cash equivalents: U.S. and Canadian government obligations 829.9 — — 829.9 Other debt securities 25.0 — — 25.0 Total cash and cash equivalents $ 943.2 $ — $ — $ 943.2 Restricted cash 25.9 — — 25.9 Nonqualified employee benefit trusts 18.1 1.5 — 19.6 December 31, 2014 Cost Basis Unrealized Gains Unrealized Losses Fair Value (in millions) Cash $ 71.3 $ — $ — $ 71.3 Cash equivalents: U.S. and Canadian government obligations 1,916.3 — — 1,916.3 Other debt securities 9.0 — — 9.0 Total cash and cash equivalents $ 1,996.6 $ — $ — $ 1,996.6 Restricted cash 86.1 — — 86.1 Nonqualified employee benefit trusts 17.4 2.0 — 19.4 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 as of September 30, 2015 and December 31, 2014 that are recognized at fair value on a recurring basis, and indicate the fair value hierarchy utilized to determine such fair value: September 30, 2015 Total Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (in millions) Cash equivalents $ 854.9 $ 854.9 $ — $ — Restricted cash 25.9 25.9 — — Derivative assets 3.2 — 3.2 — Nonqualified employee benefit trusts 19.6 19.6 — — Derivative liabilities (121.6 ) — (121.6 ) — December 31, 2014 Total Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (in millions) Cash equivalents $ 1,925.3 $ 1,925.3 $ — $ — Restricted cash 86.1 86.1 — — Derivative assets 0.5 — 0.5 — Nonqualified employee benefit trusts 19.4 19.4 — — Derivative liabilities (48.4 ) — (48.4 ) — Cash Equivalents As of September 30, 2015 and December 31, 2014 , our cash equivalents consisted primarily of U.S. and Canadian government obligations and money market mutual funds that invest in U.S. government obligations and other investment-grade securities. Restricted Cash We maintain a cash account for which the use of the funds is restricted. As of September 30, 2015 and December 31, 2014 , restricted cash consists of an account that 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 this contract, we are required to grant an affiliate of ThyssenKrupp Industrial Solutions, formerly ThyssenKrupp Uhde, 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. Derivative Instruments The derivative instruments that we use are primarily natural gas fixed price swaps, natural gas options and foreign currency forward contracts traded in the over-the-counter (OTC) markets with multi-national commercial banks, other major financial institutions and large energy companies. The contracts represent anticipated natural gas needs for future periods 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, Louisiana and Port Neal, Iowa capacity expansion projects. The natural gas derivative contracts settle using primarily NYMEX futures prices. To determine the fair value of these instruments, we use quoted market prices from NYMEX and standard pricing models with inputs derived from or corroborated by observable market data such as forward curves supplied by an industry-recognized unrelated third party. The currency derivatives are valued based on quoted market prices supplied by an industry-recognized independent third party. See Note 13—Derivative Financial Instruments for additional information. Nonqualified Employee Benefit Trusts We maintain trusts associated with certain deferred compensation related nonqualified employee benefits. The investments are accounted for as available-for-sale securities. The fair values of the trusts are based on daily quoted prices representing the net asset values of the investments. These trusts are included on our consolidated balance sheets in other assets. Financial Instruments The carrying amounts and estimated fair values of our financial instruments are as follows: September 30, 2015 December 31, 2014 Carrying Amount Fair Value Carrying Amount Fair Value (in millions) Long-term debt $ 5,592.6 $ 5,694.6 $ 4,592.5 $ 4,969.3 The fair value of our long-term debt was based on quoted prices for identical or similar liabilities in markets that are not active or valuation models in which all significant inputs and value drivers are observable and, as a result, are classified as Level 2 inputs. The carrying amounts of cash and cash equivalents, as well as instruments included in other current assets and other current liabilities that meet the definition of financial instruments, approximate fair values because of the nature of the investments and their short-term maturities. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our income tax provision for the three months ended September 30, 2015 was $20.1 million on pre-tax income of $24.6 million , or an effective tax rate of 81.7% , compared to an income tax provision of $70.5 million on pre-tax income of $200.5 million , or an effective tax rate of 35.2% , for the three months ended September 30, 2014 . Our effective tax rate for the three months ended September 30, 2015 is impacted by the lower level of earnings in the seasonal slower third quarter, plus the year-to-date impact of certain transactional expenses that are not deductible for tax purposes, which increase the quarterly effective tax rate. Our effective tax rate based on pre-tax earnings differs from our effective tax rate based on pre-tax earnings exclusive of the noncontrolling interest, as our consolidated income tax provision does not include a tax provision on the earnings attributable to the noncontrolling interest in Terra Nitrogen Company, L.P. (TNCLP), which does not record an income tax provision. During the third quarter of 2015, we completed the acquisition of the remaining 50% equity interest in GrowHow not previously owned by us and recognized a $94.4 million gain on the remeasurement to fair value of our initial 50% equity interest in GrowHow. The earnings in GrowHow have been permanently reinvested. Therefore, the recognition of the $94.4 million gain on the remeasurement of the historical equity investment does not include the recognition of tax expense on the gain. We recorded an income tax benefit of $11.9 million during the second quarter of 2015 for the pre-tax losses on the sale of equity method investments. The tax benefit related to the loss on the sale of our interests in Keytrade is included in equity in earnings of non-operating affiliates—net of taxes in our consolidated statements of operations. See Note 8—Equity Method Investments for additional information. Our unrecognized tax benefits are $134.8 million as of September 30, 2015 of which approximately $96.0 million would impact our effective tax rate if these unrecognized tax benefits were to be recognized in the future. |
Interest Expense
Interest Expense | 9 Months Ended |
Sep. 30, 2015 | |
Interest Expense [Abstract] | |
Interest Expense | Interest Expense Details of interest expense are as follows: Three months ended Nine months ended 2015 2014 2015 2014 (in millions) Interest on borrowings (1) $ 64.8 $ 63.5 $ 191.8 $ 174.9 Fees on financing agreements (1) 8.5 2.3 12.3 8.2 Interest on tax liabilities 0.6 0.6 1.6 2.5 Interest capitalized (43.6 ) (20.0 ) (112.5 ) (48.5 ) $ 30.3 $ 46.4 $ 93.2 $ 137.1 _______________________________________________________________________________ (1) See Note 12—Financing Agreements for additional information. |
Financing Agreements
Financing Agreements | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Financing Agreements | Financing Agreements Revolving Credit Agreement CF Holdings, as a guarantor, and CF Industries, as borrower, entered into a senior unsecured revolving credit agreement originally dated May 1, 2012 (the Revolving Credit Agreement), which provides a revolving credit facility for the Company. The Revolving Credit Agreement has been amended and restated several times to, among other things, increase the size of the facility and extend the maturity date. The Revolving Credit Agreement was most recently amended and restated on September 18, 2015 to, among other things, increase the size of the credit facility to $2.0 billion , extend its maturity date to September 18, 2020, permit borrowings in U.S. dollars, Canadian dollars, Euro and Sterling, and permit the transactions contemplated by the Combination Agreement. Borrowings under the Revolving Credit Agreement bear interest at a variable rate based on the currency in which the borrowing is denominated plus an applicable margin over the applicable euro currency rate or a base rate . Borrowings may be used for working capital, capital expenditures, acquisitions, share repurchases and other general corporate purposes. The Revolving 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 Revolving Credit Agreement are unsecured. Currently, CF Holdings is the only guarantor of CF Industries' obligations under the Revolving Credit Agreement. As of September 30, 2015 , there was $1,995.1 million of available credit under the Revolving Credit Agreement (net of outstanding letters of credit of $4.9 million ), and there were no borrowings outstanding as of September 30, 2015 or December 31, 2014 . Maximum borrowings during the three and nine months ended September 30, 2015, were $367.0 million with a weighted-average annual interest rate of 1.47% . GrowHow Credit Agreement GrowHow UK Group Limited as borrower and GrowHow UK Limited as guarantor entered into a £40.0 million senior unsecured credit agreement, dated October 1, 2012 (the GrowHow Credit Agreement), which provided for a revolving credit facility of up to £40.0 million with a maturity of five years. Borrowings under the GrowHow Credit Agreement may be denominated in Sterling, Euro, U.S. dollars or other currencies from time to time permitted under the GrowHow Credit Agreement and bear interest at 1.60% plus LIBOR or EURIBOR, as applicable. Borrowings under the GrowHow Credit Agreement may be used for general corporate purposes. The GrowHow Credit Agreement requires that GrowHow UK Group Limited 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 GrowHow Credit Agreement are unsecured. As of September 30, 2015 , there was £40.0 million of available credit under the GrowHow Credit Agreement and there were no borrowings outstanding as of September 30, 2015 , or during the period then ended. Senior Notes Long-term debt presented on our consolidated balance sheets as of September 30, 2015 and December 31, 2014 consisted of the following unsecured senior notes: September 30, December 31, (in millions) Public Senior Notes: 6.875% due 2018 $ 800.0 $ 800.0 7.125% due 2020 800.0 800.0 3.450% due 2023 749.4 749.4 5.150% due 2034 746.2 746.2 4.950% due 2043 748.8 748.8 5.375% due 2044 748.2 748.1 Private Senior Notes: 4.490% due 2022 250.0 — 4.930% due 2025 500.0 — 5.030% due 2027 250.0 — 5,592.6 4,592.5 Less: Current portion — — Net long-term debt $ 5,592.6 $ 4,592.5 On September 24, 2015, CF Industries issued in a private placement $250 million aggregate principal amount of 4.49% senior notes due October 15, 2022, $500.0 million aggregate principal amount of 4.93% senior notes due October 15, 2025 and $250 million aggregate principal amount of 5.03% senior notes due October 15, 2027 (the Private Senior Notes). The Company received proceeds of $1.0 billion from the issuance and sale of the Private Senior Notes. The Private Senior Notes are governed by the terms of a note purchase agreement (the note purchase agreement) and are guaranteed by the Company. Interest on the Private Senior Notes is payable semiannually. Under the terms of the note purchase agreement, CF Industries may prepay at any time all, or from time to time any part of, any series of the Private Senior Notes, in an amount not less than 5% of the aggregate principal amount of such series of the Private Senior Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid plus a make-whole amount determined as specified in the note purchase agreement. In the event of a Change in Control (as defined in the note purchase agreement), each holder of the Private Senior Notes may require CF Industries to prepay the entire unpaid principal amount of the Private Senior Notes held by such holder at a price equal to 100% of the principal amount of such Private Senior Notes together with accrued and unpaid interest thereon, but without any make-whole amount or other premium. Under the note purchase agreement, in specified circumstances, certain subsidiaries of the Company will be required to become guarantors of the obligations under the note purchase agreement. The note purchase 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. Upon the occurrence and during the continuance of an event of default under the note purchase agreement and after any applicable cure period, subject to specified exceptions, the holder or holders of more than 50% in principal amount of the Private Senior Notes outstanding may declare all the Private Senior Notes then outstanding due and payable. Under the indentures (including the applicable supplemental indentures) governing the senior notes due 2018, 2020, 2023, 2034, 2043 and 2044 identified in the table above (the Public Senior Notes), each series of Public Senior Notes is guaranteed by the Company. Interest on the Public Senior Notes is paid semiannually, and the Public Senior Notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices. The indentures governing the Public 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. If a Change of Control occurs together with a Ratings Downgrade (as both terms are defined under the indentures governing the Public Senior Notes), CF Industries would be required to offer to repurchase each series of Public 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 the Revolving Credit Agreement (or any renewal, replacement or refinancing thereof), such subsidiary would be required to become a guarantor of the Public Senior Notes, provided that such requirement will no longer apply with respect to the Public Senior Notes due in 2023, 2034, 2043 and 2044 following the repayment of the Public 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 Public Senior Notes due in 2018 and 2020. Bridge Credit Agreement On September 18, 2015, CF Holdings, as a guarantor, and CF Industries, as tranche A borrower, entered into a senior unsecured 364 -Day bridge credit agreement (the Bridge Credit Agreement) in connection with CF Holdings' proposed combination with the ENA Business of OCI. See Note 3—Acquisitions and Divestitures for additional information. The Bridge Credit Agreement provides for up to $4.0 billion in loans, consisting of a single borrowing of up to $1.0 billion in tranche A loans, and a single borrowing of up to $3.0 billion in tranche B loans. Loans issued under the Bridge Credit Agreement, if any, will mature 364 days after the loans are funded. Tranche A commitments under the Bridge Credit Agreement were terminated upon issuance of the Private Senior Notes on September 24, 2015. The obligations of the lenders to fund tranche B loans under the Bridge Credit Agreement expire on August 6, 2016 (or no later than November 6, 2016, if extended pursuant to the terms thereof), or earlier as provided in the Bridge Credit Agreement. Borrowings under the Bridge Credit Agreement are voluntarily prepayable from time to time without premium or penalty and are mandatorily prepayable with, and the commitments thereunder will automatically be reduced by, the net cash proceeds from qualifying asset sales or debt or equity issuances. The obligations of the lenders to fund the tranche B loans under the Bridge Credit Agreement is subject to customary limited conditionality. Loans, if any, made under tranche B of the Bridge Credit Agreement will be denominated in U.S. dollars and will bear interest at an applicable margin over LIBOR or a base rate and may be used to pay the cash portion, if any, of the purchase price for the purchased equity interest, as described in Note 3—Acquisitions and Divestitures , to consummate the refinancing of specified debt in connection with the transactions contemplated by the Combination Agreement, to pay fees and expenses incurred in connection with the transactions contemplated by the Bridge Credit Agreement and the Combination Agreement and, in an amount of up to $1.3 billion , for general corporate purposes. Loans, if any, made under the tranche B of the Bridge Credit Agreement will be unsecured and will be guaranteed by CF Holdings. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 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 products. We manage the risk of changes in natural gas prices primarily through the use of derivative financial instruments currently covering periods through 2018. The derivatives that we use are primarily natural gas fixed price swaps and natural gas options traded in the OTC markets. These natural gas derivatives settle using primarily a NYMEX futures price index, which represents the basis for fair value at any given time. We enter into natural gas derivative contracts with respect to natural gas to be consumed by us in the future, and settlements of those derivative contracts are scheduled to coincide with our anticipated purchases of natural gas used to manufacture nitrogen products during those future periods. We use natural gas derivatives as an economic hedge of natural gas price risk, but without the application of hedge accounting. As a result, changes in fair value of these contracts are recorded in earnings. As of September 30, 2015 and December 31, 2014 , we had open natural gas derivative contracts for 482.5 million MMBtus and 58.7 million MMBtus, respectively. For the nine months ended September 30, 2015 , we used derivatives to cover approximately 62% of our natural gas consumption. Foreign Currency Exchange Rates In the fourth quarter of 2012, our Board of Directors authorized a project 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 capacity expansion 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 the second quarter of 2016 using foreign currency forward contracts. As of September 30, 2015 and December 31, 2014 , the notional amount of our open foreign currency derivatives was €99.0 million and €209.0 million , respectively. None of these open foreign currency derivatives were designated as hedging instruments for accounting purposes. As of September 30, 2015 , accumulated other comprehensive income includes $7.4 million of pre-tax gains related to foreign currency derivatives that were originally designated as cash flow hedges. The hedges were de-designated as of December 31, 2013, and the remaining balance in accumulated other comprehensive income will be reclassified into income over the depreciable lives of the property, plant and equipment associated with the capacity expansion projects. We expect that the amounts to be reclassified within the next twelve months will be insignificant. See Note 15—Stockholders' Equity for additional information. The effect of derivatives in our consolidated statements of operations is shown in the table below. Unrealized gain (loss) recognized in income Three months ended Location 2015 2014 (in millions) Natural gas derivatives Cost of sales $ (125.9 ) $ 12.1 Foreign exchange contracts Other operating—net 13.2 (27.6 ) Unrealized losses recognized in income $ (112.7 ) $ (15.5 ) Gain (loss) in income Three months ended All Derivatives 2015 2014 (in millions) Unrealized losses $ (112.7 ) $ (15.5 ) Realized losses (16.2 ) (20.1 ) Net derivative losses $ (128.9 ) $ (35.6 ) Unrealized gain (loss) recognized in income Nine months ended Location 2015 2014 (in millions) Natural gas derivatives Cost of sales $ (78.8 ) $ (39.1 ) Foreign exchange contracts Other operating—net 16.0 (40.8 ) Unrealized losses recognized in income $ (62.8 ) $ (79.9 ) Gain (loss) in income Nine months ended All Derivatives 2015 2014 (in millions) Unrealized losses $ (62.8 ) $ (79.9 ) Realized (losses) gains (75.3 ) 77.4 Net derivative losses $ (138.1 ) $ (2.5 ) The fair values of derivatives on our consolidated balance sheets are shown below. As of September 30, 2015 and December 31, 2014 , none of our derivative instruments were designated as hedging instruments. For additional information on derivative fair values, see Note 9—Fair Value Measurements . Asset Derivatives Liability Derivatives Balance Sheet Location September 30, December 31, Balance Sheet Location September 30, December 31, (in millions) (in millions) Foreign exchange contracts Other current assets $ 0.5 $ — Other current liabilities $ (6.8 ) $ (22.4 ) Foreign exchange contracts Other assets — — Other liabilities — — Natural gas derivatives Other current assets 0.8 0.5 Other current liabilities (55.3 ) (26.0 ) Natural gas derivatives Other assets 1.9 — Other liabilities (59.5 ) — Total derivatives $ 3.2 $ 0.5 $ (121.6 ) $ (48.4 ) Current / Noncurrent totals Other current assets $ 1.3 $ 0.5 Other current liabilities $ (62.1 ) $ (48.4 ) Other assets 1.9 — Other liabilities (59.5 ) — Total derivatives $ 3.2 $ 0.5 $ (121.6 ) $ (48.4 ) As of September 30, 2015 and December 31, 2014 , the aggregate fair value of the derivative instruments with credit-risk-related contingent features in a net liability position was $119.2 million and $47.1 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 September 30, 2015 and December 31, 2014 , we had no cash collateral on deposit with counterparties for derivative contracts. The credit support documents executed in connection with certain of our International Swaps and Derivatives Association (ISDA) agreements generally provide us and our counterparties the right to set off collateral against amounts owing under the ISDA agreements upon the occurrence of a default or a specified termination event. The following table presents amounts relevant to offsetting of our derivative assets and liabilities as of September 30, 2015 and December 31, 2014 : Amounts presented in consolidated balance sheets (1) Gross amounts not offset in consolidated balance sheets Financial instruments Cash collateral received (pledged) Net amount (in millions) September 30, 2015 Total derivative assets $ 3.2 $ 3.2 $ — $ — Total derivative liabilities 121.6 3.2 — 118.4 Net derivative liabilities $ (118.4 ) $ — $ — $ (118.4 ) December 31, 2014 Total derivative assets $ 0.5 $ 0.5 $ — $ — Total derivative liabilities 48.4 0.5 — 47.9 Net derivative liabilities $ (47.9 ) $ — $ — $ (47.9 ) _______________________________________________________________________________ (1) We report the fair values of our derivative assets and liabilities on a gross basis on our consolidated balance sheets. As a result, the gross amounts recognized and net amounts presented are the same. We do not believe the contractually allowed netting, close-out netting or setoff of amounts owed to, or due from, the counterparties to our ISDA agreements would have a material effect on our financial position. |
Noncontrolling Interests
Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | Noncontrolling Interest Terra Nitrogen Company, L.P. (TNCLP) is a master limited partnership (MLP) 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 are recorded in noncontrolling interest in our consolidated financial statements. The noncontrolling interest represents the noncontrolling unitholders' interest in the earnings and 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 affect available cash, as increases in the amount of cash invested in working capital items (such as increases in inventory and decreases in accounts payable) reduce available cash, while declines in the amount of cash invested in working capital items 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 2015 and 2014 , 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 nine months ended September 30, 2015 and 2014 , were $83.1 million and $102.7 million , respectively. As of September 30, 2015 , 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. A reconciliation of the beginning and ending balances of TNCLP's noncontrolling interest and distributions payable to noncontrolling interests in our consolidated balance sheets is provided below. Nine months ended 2015 2014 (in millions) Noncontrolling interest: Beginning balance $ 362.8 $ 362.3 Earnings attributable to noncontrolling interest 24.7 33.7 Declaration of distributions payable (32.0 ) (37.8 ) Ending balance $ 355.5 $ 358.2 Distributions payable to noncontrolling interest: Beginning balance $ — $ — Declaration of distributions payable 32.0 37.8 Distributions to noncontrolling interest (32.0 ) (37.8 ) Ending balance $ — $ — Proposed Internal Revenue Service Regulation Impacting Master Limited Partnerships Currently, no federal income taxes are paid by TNCLP due to its MLP status. Partnerships are generally not subject to federal income tax, although publicly-traded partnerships (such as TNCLP) are treated as corporations for federal income tax purposes (and therefore are subject to federal income tax), unless at least 90% of the partnership's gross income is "qualifying income" as defined in Section 7704 of the Internal Revenue Code of 1986, as amended (the Code), and the partnership is not required to register as an investment company under the Investment Company Act of 1940. Any change in the tax treatment of income from fertilizer-related activities as qualifying income could cause TNCLP to be treated as a corporation for federal income tax purposes, and could have a material adverse impact on unitholder distributions for unitholders who would not be entitled to a dividends received deduction or other similar offsetting deduction. If TNCLP were taxed as a corporation, under current law, due to its current ownership interest, CF Industries would qualify for a partial dividends received deduction on the dividends received from TNCLP. Therefore, we would not expect a change in the tax treatment of TNCLP to have a material impact on the consolidated financial condition or results of operations of CF Holdings. On May 6, 2015, the Internal Revenue Service (IRS) published proposed regulations on the types of income and activities which constitute or generate qualifying income of a MLP. The proposed regulations would have the effect of limiting the types of income and activities which qualify under the MLP rules, subject to certain transition provisions. The proposed regulations include as activities that generate qualifying income processing or refining and transportation activities with respect to any mineral or natural resource (including fertilizer), but reserve on specific proposals regarding fertilizer-related activities. We continue to monitor these IRS regulatory activities. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Accumulated Other Comprehensive Income (Loss) Changes to accumulated other comprehensive income (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 as of December 31, 2013 $ 31.9 $ 0.6 $ 6.5 $ (81.6 ) $ (42.6 ) Unrealized gain — 1.0 — — 1.0 Gain arising during the period — — — 6.2 6.2 Reclassification to earnings — — (2.8 ) 1.3 (1.5 ) Effect of exchange rate changes and deferred taxes (38.3 ) (0.3 ) 1.0 2.1 (35.5 ) Balance as of September 30, 2014 $ (6.4 ) $ 1.3 $ 4.7 $ (72.0 ) $ (72.4 ) Balance as of December 31, 2014 $ (40.5 ) $ 0.8 $ 4.7 $ (124.8 ) $ (159.8 ) Unrealized loss — (0.5 ) — — (0.5 ) Loss arising during the period — — — (3.6 ) (3.6 ) Reclassification to earnings — 0.1 — 4.5 4.6 Impact of GrowHow acquisition 9.0 — — 38.2 47.2 Effect of exchange rate changes and deferred taxes (109.1 ) — — 7.6 (101.5 ) Balance as of September 30, 2015 $ (140.6 ) $ 0.4 $ 4.7 $ (78.1 ) $ (213.6 ) Reclassifications out of AOCI to earnings during the three and nine months ended September 30, 2015 and 2014 were as follows: Three months ended Nine months ended 2015 2014 2015 2014 (in millions) Foreign Currency Translation Adjustment GrowHow equity method investment remeasurement (1) $ 9.0 $ — $ 9.0 $ — Total before tax 9.0 — 9.0 — Tax effect — — — — Net of tax $ 9.0 $ — $ 9.0 $ — Unrealized (Gain) Loss on Securities Available-for-sale securities (2) $ 0.2 $ — $ 0.1 $ — Total before tax 0.2 — 0.1 — Tax effect — — — — Net of tax $ 0.2 $ — $ 0.1 $ — Unrealized Gain (Loss) on Derivatives Reclassification of de-designated hedges (3) $ — $ (2.8 ) $ — $ (2.8 ) Total before tax — (2.8 ) — (2.8 ) Tax effect — 1.0 — 1.0 Net of tax $ — $ (1.8 ) $ — $ (1.8 ) Defined Benefit Plans Amortization of prior service (benefit) cost (4) $ (0.3 ) $ (0.2 ) $ (0.8 ) $ (0.5 ) GrowHow equity method investment remeasurement (1) 38.2 — 38.2 — Amortization of net loss (4) 1.7 0.6 5.3 1.8 Total before tax 39.6 0.4 42.7 1.3 Tax effect (0.8 ) (0.1 ) (1.9 ) (0.4 ) Net of tax $ 38.8 $ 0.3 $ 40.8 $ 0.9 Total reclassifications for the period $ 48.0 $ (1.5 ) $ 49.9 $ (0.9 ) _______________________________________________________________________________ (1) Represents the amount that was reclassified from AOCI into equity in earnings of non-operating affiliates—net of taxes as a result of the remeasurement to fair value of our initial 50% equity interest in GrowHow. (2) Represents the amount that was reclassified into interest income. (3) Represents the portion of de-designated cash flow hedges that were reclassified into income as a result of the discontinuance of certain cash flow hedges. (4) These components are included in the computation of net periodic pension cost and were reclassified from AOCI into cost of sales and selling, general and administrative expenses. Treasury Stock Our Board of Directors has authorized certain programs to repurchase shares of our common stock. Each of these programs is consistent in that repurchases may be made from time to time in the open market, through privately-negotiated transactions, through block transactions or otherwise. The manner, timing and amount of repurchases are determined by our management based on the evaluation of market conditions, stock price and other factors. In the third quarter of 2012, our Board of Directors authorized a program to repurchase up to $3.0 billion of the common stock of CF Holdings through December 31, 2016 (the 2012 Program). The repurchases under this program were completed in the second quarter of 2014. On August 6, 2014, our Board of Directors authorized a program to repurchase up to $1.0 billion of the common stock of CF Holdings through December 31, 2016 (the 2014 Program). The following table summarizes the share repurchases under the 2014 Program and the 2012 Program. The number of shares has been retroactively restated for all prior periods presented to reflect the five -for-one split of the Company’s common stock effected in the form of a stock dividend that was distributed on June 17, 2015. See Note 1—Background and Basis of Presentation for further information. 2014 Program 2012 Program Shares Amounts Shares Amounts (in millions) Shares repurchased as of December 31, 2013 — $ — 36.7 $ 1,449.3 Shares repurchased in 2014: First quarter — $ — 16.0 $ 793.9 Second quarter — — 15.4 756.8 Third quarter — — — — Fourth quarter 7.0 372.8 — — Total shares repurchased in 2014 7.0 372.8 31.4 1,550.7 Shares repurchased as of December 31, 2014 7.0 $ 372.8 68.1 $ 3,000.0 Shares repurchased in 2015: First quarter 4.1 $ 236.6 Second quarter 4.5 268.1 Third quarter 0.3 22.5 Total shares repurchased in 2015 8.9 527.2 Shares repurchased as of September 30, 2015 15.9 $ 900.0 As of September 30, 2015 and December 31, 2014 , the amount of shares repurchased that was accrued but unpaid was zero and $29.1 million , respectively. During the nine months ended September 30, 2015 and 2014 , we retired 10.7 million shares and 23.5 million shares of repurchased stock, respectively. As of September 30, 2015 and December 31, 2014 , we held in treasury approximately 2.4 million and 4.2 million shares of repurchased stock, respectively. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies Litigation West Fertilizer Co. On April 17, 2013, there was a fire and explosion at the West Fertilizer Co. fertilizer storage and distribution facility in West, Texas. According to published reports, 15 people were killed and approximately 200 people were injured in the incident, and the fire and explosion damaged or destroyed a number of homes and buildings around the facility. We have been named as defendants along with other companies in lawsuits filed in 2013, 2014 and 2015 in the District Court of McLennan County, Texas by the City of West, individual residents of the County and other parties seeking recovery for damages allegedly sustained as a result of the explosion. The cases have been consolidated for discovery and pretrial proceedings in the District Court of McLennan County under the caption "In re: West Explosion Cases." The two-year statute of limitations expired on April 17, 2015. As of that date, over 400 plaintiffs had filed claims, including at least 9 entities, 325 individuals, and 80 insurance companies. Plaintiffs allege various theories of negligence, strict liability, breach of warranty and assault under Texas law. Although we do not own or operate the facility or directly sell our products 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. The Court granted in part and denied in part the Company's Motions for Summary Judgment in August 2015. Three cases, scheduled to begin trial on October 12, 2015, were resolved pursuant to a confidential settlement fully funded by insurance. The remaining cases are in various stages of discovery and pre-trial proceedings. We believe we have strong legal and factual defenses and intend to continue defending ourselves vigorously in the pending lawsuits. 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 Louisiana Environmental Matters 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 complex) 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 Environmental Protection Agency (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 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 us 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 our consolidated 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 has achieved attainment with the 2008 8-hour ozone standard. A determination from EPA was issued on April 4, 2014 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 2011-2013. Additional revisions to the ozone NAAQS, like the proposed rule that would strengthen the ozone standard that was proposed on December 17, 2014, may affect the longevity and long-term consequences of this determination. Clean Air Act Information Request On February 26, 2009, we 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. We have completed the submittal of all requested information. There has been no further contact from the EPA regarding this matter. Florida Environmental Matters On March 17, 2014, we completed the sale of our phosphate mining and manufacturing business, which was located in Florida, to Mosaic. See Note 3—Acquisitions and Divestitures for additional information. Pursuant to the terms of the Purchase Agreement, Mosaic has assumed the following environmental matters and we have agreed to indemnify Mosaic with respect to losses arising out of the matters below, subject to a maximum indemnification cap and the other terms of the Purchase Agreement. Clean Air Act Notice of Violation We received a Notice of Violation (NOV) from the EPA by letter dated June 16, 2010, alleging that we violated the Prevention of Significant Deterioration (PSD) Clean Air Act regulations relating to certain projects undertaken at the former Plant City, Florida facility's sulfuric acid plants. This NOV further alleges that the actions that are the basis for the alleged PSD violations also resulted in violations of Title V air operating permit regulations. Finally, the NOV alleges that we failed to comply with certain compliance dates established by hazardous air pollutant regulations for phosphoric acid manufacturing plants and phosphate fertilizer production plants. We had several meetings with the EPA with respect to this matter prior to the sale of the phosphate mining and manufacturing business in March 2014. We do not know at this time if this matter will be settled prior to initiation of formal legal action. We cannot estimate the potential penalties, fines or other expenditures, if any, that may result from the Clean Air Act NOV and, therefore, we cannot determine if the ultimate outcome of this matter will have a material impact on our consolidated financial position, results of operations or cash flows. EPCRA/CERCLA Notice of Violation By letter dated July 6, 2010, the EPA issued a NOV to us alleging violations of Section 313 of the Emergency Planning and Community Right-to-Know Act (EPCRA) in connection with the former Plant City facility. EPCRA requires annual reports to be submitted with respect to the use of certain toxic chemicals. The NOV also included an allegation that we violated Section 304 of EPCRA and Section 103 of the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) by failing to file a timely notification relating to the release of hydrogen fluoride above applicable reportable quantities. We do not know at this time if this matter will be settled prior to initiation of formal legal action. We do not expect that penalties or fines, if any, that may arise out of the EPCRA/CERCLA matter will have a material impact on our consolidated financial position, results of operations or cash flows. Other CERCLA/Remediation Matters From time to time, we receive notices from governmental agencies or third parties alleging that we are a potentially responsible party at certain cleanup sites under CERCLA or other environmental cleanup laws. In 2011, we received a notice from the Idaho Department of Environmental Quality (IDEQ) that alleged that we were a potentially responsible party for the cleanup of a former phosphate mine site we owned in the late 1950s and early 1960s located in Georgetown Canyon, Idaho. The current owner of the property and a former mining contractor received similar notices for the site. In 2014, we and the current property owner entered into a Consent Order with IDEQ and the U.S. Forest Service to conduct a remedial investigation and feasibility study of the site. In 2015, we and several other parties received a notice that the U.S. Department of the Interior and other trustees intend to undertake a natural resource damage assessment for a group of former phosphate mines in southeast Idaho, including the former Georgetown Canyon mine. We are not able to estimate at this time our potential liability, if any, with respect to the cleanup of or damages regarding the site. However, based on currently available information, we do not expect that any remedial or financial obligations to which we may be subject involving this or other cleanup sites will have a material adverse effect on our business, financial condition, results of operations or cash flows. |
Segment Disclosures
Segment Disclosures | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Disclosures | Segment Disclosures On July 31, 2015, we acquired the remaining 50% equity interest in GrowHow not previously owned by us. See Note 3—Acquisitions and Divestitures and Note 8—Equity Method Investments for additional information. GrowHow has nitrogen manufacturing complexes located in Ince, United Kingdom, and Billingham, United Kingdom. The Ince complex produces AN, ammonia and fertilizer compounds while the Billingham complex produces AN and ammonia. Our reportable segment structure reflects how our CODM, as defined under U.S. GAAP, assesses the performance of our reportable segments and makes decisions about resource allocation. In the third quarter of 2015, we changed our reportable segment structure to separate AN from our Other segment as our AN products increased in significance as a result of the GrowHow acquisition. Our reportable segments now consist of ammonia, granular urea, UAN, AN, other, and phosphate. These segments are differentiated by products, which are used differently by agricultural customers based on crop application, weather and other agronomic factors or by industrial customers. Historical financial results have been restated to reflect the new reportable segment structure on a comparable basis. We sold our phosphate mining and manufacturing business during the first quarter of 2014. See Note 3—Acquisitions and Divestitures for additional information. 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. The remaining phosphate inventory was sold in the second quarter of 2014; therefore, the phosphate segment does not have operating results subsequent to that quarter. The phosphate segment will continue to be included until the reporting of comparable period phosphate results ceases. Upon selling the phosphate business, 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 practice that previously existed between our former phosphate mining and manufacturing business and other operations of the Company. Prior to March 17, 2014, PLNL sold ammonia to us for use in the phosphate business and the cost was included in our production costs in the phosphate segment. Subsequent to the sale of the phosphate business, we now sell the PLNL-sourced ammonia to Mosaic. The revenue from these sales to Mosaic and costs to purchase the ammonia from PLNL are now included in our ammonia segment. Our 50% share of the operating results of our PLNL joint venture continues to be included in our equity in earnings of operating affiliates in our consolidated statements of operations. Because of the significance of this continuing supply practice, in accordance with U.S. GAAP, the phosphate mining and manufacturing business is not reported as discontinued operations in our consolidated statements of operations. Our management uses gross margin to evaluate segment performance and allocate resources. Total other operating costs and expenses (consisting of selling, general and administrative expenses and other operating—net) and non-operating expenses (interest and income taxes) are centrally managed and are not included in the measurement of segment profitability reviewed by management. Our assets, with the exception of goodwill, are not monitored by or reported to our CODM by segment; therefore, we do not present total assets by segment. Goodwill by segment is presented in Note 7—Goodwill and Other Intangible Assets . Segment data for sales, cost of sales and gross margin for the three and nine months ended September 30, 2015 and 2014 are presented in the tables below. Ammonia Granular Urea (1) UAN (1) AN (1) Other (1) Phosphate Consolidated (in millions) Three months ended September 30, 2015 Net sales $ 260.9 $ 170.7 $ 349.3 $ 79.5 $ 67.0 $ — $ 927.4 Cost of sales 206.7 131.8 276.5 96.7 50.7 — 762.4 Gross margin $ 54.2 $ 38.9 $ 72.8 $ (17.2 ) $ 16.3 $ — 165.0 Total other operating costs and expenses 112.1 Equity in earnings of operating affiliates 5.6 Operating earnings $ 58.5 Three months ended September 30, 2014 Net sales $ 232.1 $ 199.6 $ 392.9 $ 54.9 $ 41.9 $ — $ 921.4 Cost of sales 168.6 120.7 257.2 46.0 27.8 — 620.3 Gross margin $ 63.5 $ 78.9 $ 135.7 $ 8.9 $ 14.1 $ — 301.1 Total other operating costs and expenses 63.9 Equity in earnings of operating affiliates 9.4 Operating earnings $ 246.6 Ammonia Granular Urea (1) UAN (1) AN (1) Other (1) Phosphate Consolidated (in millions) Nine months ended September 30, 2015 Net sales $ 1,147.6 $ 593.9 $ 1,112.4 $ 178.9 $ 159.7 $ — $ 3,192.5 Cost of sales 634.5 324.3 678.3 179.1 109.6 — 1,925.8 Gross margin $ 513.1 $ 269.6 $ 434.1 $ (0.2 ) $ 50.1 $ — 1,266.7 Total other operating costs and expenses 230.7 Equity in earnings of operating affiliates 20.0 Operating earnings $ 1,056.0 Nine months ended September 30, 2014 Net sales $ 1,109.3 $ 683.4 $ 1,249.3 $ 187.0 $ 129.3 $ 168.4 $ 3,526.7 Cost of sales 693.1 378.1 730.2 140.3 92.5 158.3 2,192.5 Gross margin $ 416.2 $ 305.3 $ 519.1 $ 46.7 $ 36.8 $ 10.1 1,334.2 Total other operating costs and expenses 160.9 Gain on sale of phosphate business 747.1 Equity in earnings of operating affiliates 27.3 Operating earnings $ 1,947.7 _______________________________________________________________________________ (1) The cost of ammonia that is upgraded into other products is transferred at cost into the upgraded product results. |
Condensed Consolidating Financi
Condensed Consolidating Financial Statements | 9 Months Ended |
Sep. 30, 2015 | |
Condensed Consolidating Financial Statements | |
Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements The following condensed consolidating financial statements are 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 Public Senior Notes issued by CF Industries, Inc., a 100% owned subsidiary of CF Industries Holdings, Inc. (Parent), described in Note 12—Financing Agreements , and the full and unconditional guarantee of such Public Senior 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 SEC on April 22, 2013. In the event that a subsidiary of Parent, other than CF Industries, becomes a borrower or a guarantor under the Revolving Credit Agreement (or any renewal, replacement or refinancing thereof), such subsidiary would be required to become a guarantor of the Public Senior Notes, provided that such requirement will no longer apply with respect to the Public Senior Notes due in 2023, 2034, 2043 and 2044 following the repayment of the Public Senior Notes due in 2018 and 2020 or the subsidiaries of Parent, other than CF Industries, otherwise becoming no longer subject to such a requirement to guarantee the Public Senior Notes due in 2018 and 2020. As of September 30, 2015 , none of such subsidiaries of Parent was, or was required to be, a guarantor to the Public Senior 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 and nine months ended September 30, 2015 and 2014 , and condensed consolidating balance sheets for Parent, CF Industries and the Other Subsidiaries as of September 30, 2015 and December 31, 2014 . The condensed consolidating financial statements presented below are 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 these condensed consolidating financial statements, investments in subsidiaries are presented under the equity method, in which our investments are recorded at cost and adjusted for our ownership share of a subsidiary's cumulative results of operations, distributions and other equity changes, and the eliminating entries reflect primarily intercompany transactions such as sales, accounts receivable and accounts payable and the elimination of equity investments and earnings of subsidiaries. Condensed Consolidating Statement of Operations Three months ended September 30, 2015 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ 77.5 $ 983.2 $ (133.3 ) $ 927.4 Cost of sales — 84.2 811.5 (133.3 ) 762.4 Gross margin — (6.7 ) 171.7 — 165.0 Selling, general and administrative expenses — 2.6 39.0 — 41.6 Transaction costs 29.6 — 7.8 — 37.4 Other operating—net — (3.0 ) 36.1 — 33.1 Total other operating costs and expenses 29.6 (0.4 ) 82.9 — 112.1 Equity in earnings of operating affiliates — — 5.6 — 5.6 Operating (losses) earnings (29.6 ) (6.3 ) 94.4 — 58.5 Interest expense — 73.8 (20.8 ) (22.7 ) 30.3 Interest income — (22.2 ) (1.1 ) 22.7 (0.6 ) Net (earnings) of wholly-owned subsidiaries (109.5 ) (142.6 ) — 252.1 — Other non-operating—net — — 4.2 — 4.2 Earnings before income taxes and equity in earnings of non-operating affiliates 79.9 84.7 112.1 (252.1 ) 24.6 Income tax (benefit) provision (11.0 ) (24.8 ) 55.9 — 20.1 Equity in earnings of non-operating affiliates—net of taxes — — 92.9 — 92.9 Net earnings 90.9 109.5 149.1 (252.1 ) 97.4 Less: Net earnings attributable to noncontrolling interest — — 6.5 — 6.5 Net earnings attributable to common stockholders $ 90.9 $ 109.5 $ 142.6 $ (252.1 ) $ 90.9 Condensed Consolidating Statement of Comprehensive Income Three months ended September 30, 2015 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net earnings $ 90.9 $ 109.5 $ 149.1 $ (252.1 ) $ 97.4 Other comprehensive income (losses) (7.8 ) (7.8 ) (7.8 ) 15.6 (7.8 ) Comprehensive income 83.1 101.7 141.3 (236.5 ) 89.6 Less: Comprehensive income attributable to noncontrolling interest — — 6.5 — 6.5 Comprehensive income attributable to common stockholders $ 83.1 $ 101.7 $ 134.8 $ (236.5 ) $ 83.1 Condensed Consolidating Statement of Operations Nine months ended September 30, 2015 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ 269.4 $ 3,380.0 $ (456.9 ) $ 3,192.5 Cost of sales — 276.1 2,106.6 (456.9 ) 1,925.8 Gross margin — (6.7 ) 1,273.4 — 1,266.7 Selling, general and administrative expenses 2.3 3.5 113.8 — 119.6 Transaction costs 29.6 — 7.8 — 37.4 Other operating—net — (8.6 ) 82.3 — 73.7 Total other operating costs and expenses 31.9 (5.1 ) 203.9 — 230.7 Equity in earnings of operating affiliates — — 20.0 — 20.0 Operating (losses) earnings (31.9 ) (1.6 ) 1,089.5 — 1,056.0 Interest expense — 204.6 (74.1 ) (37.3 ) 93.2 Interest income — (36.8 ) (1.7 ) 37.3 (1.2 ) Net (earnings) of wholly-owned subsidiaries (693.4 ) (799.6 ) — 1,493.0 — Other non-operating—net (0.1 ) — 4.8 — 4.7 Earnings before income taxes and equity in earnings of non-operating affiliates 661.6 630.2 1,160.5 (1,493.0 ) 959.3 Income tax (benefit) provision (11.8 ) (63.2 ) 408.5 — 333.5 Equity in earnings of non-operating affiliates—net of taxes — — 72.3 — 72.3 Net earnings 673.4 693.4 824.3 (1,493.0 ) 698.1 Less: Net earnings attributable to noncontrolling interest — — 24.7 — 24.7 Net earnings attributable to common stockholders $ 673.4 $ 693.4 $ 799.6 $ (1,493.0 ) $ 673.4 Condensed Consolidating Statement of Comprehensive Income Nine months ended September 30, 2015 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net earnings $ 673.4 $ 693.4 $ 824.3 $ (1,493.0 ) $ 698.1 Other comprehensive income (losses) (53.8 ) (53.8 ) (52.9 ) 106.7 (53.8 ) Comprehensive income 619.6 639.6 771.4 (1,386.3 ) 644.3 Less: Comprehensive income attributable to noncontrolling interest — — 24.7 — 24.7 Comprehensive income attributable to common stockholders $ 619.6 $ 639.6 $ 746.7 $ (1,386.3 ) $ 619.6 Condensed Consolidating Statement of Operations Three months ended September 30, 2014 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ 106.5 $ 987.7 $ (172.8 ) $ 921.4 Cost of sales — 106.5 686.6 (172.8 ) 620.3 Gross margin — — 301.1 — 301.1 Selling, general and administrative expenses 0.6 8.4 29.2 — 38.2 Other operating—net (0.1 ) (3.2 ) 29.0 — 25.7 Total other operating costs and expenses 0.5 5.2 58.2 — 63.9 Equity in earnings of operating affiliates — — 9.4 — 9.4 Operating (losses) earnings (0.5 ) (5.2 ) 252.3 — 246.6 Interest expense — 65.8 (19.4 ) — 46.4 Interest income — (0.1 ) (0.1 ) — (0.2 ) Net (earnings) of wholly-owned subsidiaries (131.2 ) (178.1 ) — 309.3 — Other non-operating—net — — (0.1 ) — (0.1 ) Earnings before income taxes and equity in earnings of non-operating affiliates 130.7 107.2 271.9 (309.3 ) 200.5 Income tax (benefit) provision (0.2 ) (24.0 ) 94.7 — 70.5 Equity in earnings of non-operating affiliates—net of taxes — — 10.6 — 10.6 Net earnings 130.9 131.2 187.8 (309.3 ) 140.6 Less: Net earnings attributable to noncontrolling interest — — 9.7 — 9.7 Net earnings attributable to common stockholders $ 130.9 $ 131.2 $ 178.1 $ (309.3 ) $ 130.9 Condensed Consolidating Statement of Comprehensive Income Three months ended September 30, 2014 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net earnings $ 130.9 $ 131.2 $ 187.8 $ (309.3 ) $ 140.6 Other comprehensive income (losses) (50.0 ) (50.0 ) (50.2 ) 100.2 (50.0 ) Comprehensive income 80.9 81.2 137.6 (209.1 ) 90.6 Less: Comprehensive income attributable to noncontrolling interest — — 9.7 — 9.7 Comprehensive income attributable to common stockholders $ 80.9 $ 81.2 $ 127.9 $ (209.1 ) $ 80.9 Condensed Consolidating Statement of Operations Nine months ended September 30, 2014 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ 574.2 $ 3,764.5 $ (812.0 ) $ 3,526.7 Cost of sales — 390.5 2,614.0 (812.0 ) 2,192.5 Gross margin — 183.7 1,150.5 — 1,334.2 Selling, general and administrative expenses 2.2 10.1 107.1 — 119.4 Other operating—net (0.1 ) (3.5 ) 45.1 — 41.5 Total other operating costs and expenses 2.1 6.6 152.2 — 160.9 Gain on sale of phosphate business — 761.5 (14.4 ) — 747.1 Equity in earnings of operating affiliates — — 27.3 — 27.3 Operating (losses) earnings (2.1 ) 938.6 1,011.2 — 1,947.7 Interest expense — 181.1 (43.8 ) (0.2 ) 137.1 Interest income — (0.3 ) (0.6 ) 0.2 (0.7 ) Net (earnings) of wholly-owned subsidiaries (1,153.3 ) (686.0 ) — 1,839.3 — Other non-operating—net (0.1 ) — 0.6 — 0.5 Earnings before income taxes and equity in earnings of non-operating affiliates 1,151.3 1,443.8 1,055.0 (1,839.3 ) 1,810.8 Income tax (benefit) provision (0.7 ) 290.4 351.2 — 640.9 Equity in earnings of non-operating affiliates—net of taxes — (0.1 ) 15.9 — 15.8 Net earnings 1,152.0 1,153.3 719.7 (1,839.3 ) 1,185.7 Less: Net earnings attributable to noncontrolling interest — — 33.7 — 33.7 Net earnings attributable to common stockholders $ 1,152.0 $ 1,153.3 $ 686.0 $ (1,839.3 ) $ 1,152.0 Condensed Consolidating Statement of Comprehensive Income Nine months ended September 30, 2014 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net earnings $ 1,152.0 $ 1,153.3 $ 719.7 $ (1,839.3 ) $ 1,185.7 Other comprehensive income (losses) (29.8 ) (29.8 ) (30.0 ) 59.8 (29.8 ) Comprehensive income 1,122.2 1,123.5 689.7 (1,779.5 ) 1,155.9 Less: Comprehensive income attributable to noncontrolling interest — — 33.7 — 33.7 Comprehensive income attributable to common stockholders $ 1,122.2 $ 1,123.5 $ 656.0 $ (1,779.5 ) $ 1,122.2 Condensed Consolidating Balance Sheet September 30, 2015 Parent CF Industries Other Subsidiaries Eliminations and Reclassifications Consolidated (in millions) Assets Current assets: Cash and cash equivalents $ 1.0 $ 4.4 $ 937.8 $ — $ 943.2 Restricted cash — — 25.9 — 25.9 Accounts and notes receivable—net 0.4 2,427.2 1,082.2 (3,257.9 ) 251.9 Inventories — — 329.8 — 329.8 Deferred income taxes — — 67.8 — 67.8 Prepaid income taxes — — 111.0 — 111.0 Other current assets — 13.1 21.5 — 34.6 Total current assets 1.4 2,444.7 2,576.0 (3,257.9 ) 1,764.2 Property, plant and equipment—net — — 7,939.6 — 7,939.6 Investments in and advances to affiliates 4,371.4 8,253.0 359.8 (12,624.4 ) 359.8 Due from affiliates 570.7 — 2.2 (572.9 ) — Goodwill — — 2,407.2 — 2,407.2 Other assets — 72.9 326.1 — 399.0 Total assets $ 4,943.5 $ 10,770.6 $ 13,610.9 $ (16,455.2 ) $ 12,869.8 Liabilities and Equity Current liabilities: Accounts and notes payable and accrued expenses $ 831.5 $ 134.0 $ 3,117.8 $ (3,257.9 ) $ 825.4 Income taxes payable — 0.6 3.6 — 4.2 Customer advances — — 381.9 — 381.9 Other current liabilities — — 62.1 — 62.1 Total current liabilities 831.5 134.6 3,565.4 (3,257.9 ) 1,273.6 Long-term debt — 5,592.6 — — 5,592.6 Deferred income taxes — 64.0 845.5 — 909.5 Due to affiliates — 572.9 — (572.9 ) — Other liabilities — 35.2 591.4 — 626.6 Equity: Stockholders' equity: Preferred stock — — 16.4 (16.4 ) — Common stock 2.4 — 1.1 (1.1 ) 2.4 Paid-in capital 1,374.6 (12.6 ) 8,365.0 (8,352.4 ) 1,374.6 Retained earnings 3,101.3 4,597.5 83.7 (4,681.2 ) 3,101.3 Treasury stock (152.7 ) — — — (152.7 ) Accumulated other comprehensive income (loss) (213.6 ) (213.6 ) (213.1 ) 426.7 (213.6 ) Total stockholders' equity 4,112.0 4,371.3 8,253.1 (12,624.4 ) 4,112.0 Noncontrolling interest — — 355.5 — 355.5 Total equity 4,112.0 4,371.3 8,608.6 (12,624.4 ) 4,467.5 Total liabilities and equity $ 4,943.5 $ 10,770.6 $ 13,610.9 $ (16,455.2 ) $ 12,869.8 Condensed Consolidating Balance Sheet December 31, 2014 Parent CF Industries Other Subsidiaries Eliminations and Reclassifications Consolidated (in millions) Assets Current assets: Cash and cash equivalents $ — $ 105.7 $ 1,890.9 $ — $ 1,996.6 Restricted cash — — 86.1 — 86.1 Accounts and notes receivable—net — 2,286.5 651.9 (2,746.9 ) 191.5 Inventories — — 202.9 — 202.9 Deferred income taxes — — 84.0 — 84.0 Prepaid income taxes 1.9 — 34.8 (1.9 ) 34.8 Other current assets — — 18.6 — 18.6 Total current assets 1.9 2,392.2 2,969.2 (2,748.8 ) 2,614.5 Property, plant and equipment—net — — 5,525.8 — 5,525.8 Investments in and advances to affiliates 6,212.5 9,208.7 861.5 (15,421.2 ) 861.5 Due from affiliates 570.7 — 1.7 (572.4 ) — Goodwill — — 2,092.8 — 2,092.8 Other assets — 65.1 178.5 — 243.6 Total assets $ 6,785.1 $ 11,666.0 $ 11,629.5 $ (18,742.4 ) $ 11,338.2 Liabilities and Equity Current liabilities: Accounts and notes payable and accrued expenses $ 2,575.4 $ 207.7 $ 553.8 $ (2,747.0 ) $ 589.9 Income taxes payable — 10.8 7.1 (1.9 ) 16.0 Customer advances — — 325.4 — 325.4 Other current liabilities — — 48.4 — 48.4 Total current liabilities 2,575.4 218.5 934.7 (2,748.9 ) 979.7 Long-term debt — 4,592.5 — — 4,592.5 Deferred income taxes — 34.8 783.8 — 818.6 Due to affiliates — 572.4 — (572.4 ) — Other liabilities — 35.3 339.6 — 374.9 Equity: Stockholders' equity: Preferred stock — — 16.4 (16.4 ) — Common stock (1) 2.5 — 1.1 (1.1 ) 2.5 Paid-in capital (1) 1,413.9 (12.6 ) 8,283.5 (8,270.9 ) 1,413.9 Retained earnings 3,175.3 6,384.9 1,067.8 (7,452.7 ) 3,175.3 Treasury stock (1) (222.2 ) — — — (222.2 ) Accumulated other comprehensive income (loss) (159.8 ) (159.8 ) (160.2 ) 320.0 (159.8 ) Total stockholders' equity 4,209.7 6,212.5 9,208.6 (15,421.1 ) 4,209.7 Noncontrolling interest — — 362.8 — 362.8 Total equity 4,209.7 6,212.5 9,571.4 (15,421.1 ) 4,572.5 Total liabilities and equity $ 6,785.1 $ 11,666.0 $ 11,629.5 $ (18,742.4 ) $ 11,338.2 _______________________________________________________________________________ (1) December 31, 2014 amounts have been retroactively restated to reflect the five -for-one split of the Company’s common stock effected in the form of a stock dividend that was distributed on June 17, 2015. Condensed Consolidating Statement of Cash Flows Nine months ended September 30, 2015 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Operating Activities: Net earnings $ 673.4 $ 693.4 $ 824.3 $ (1,493.0 ) $ 698.1 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: Depreciation and amortization — 11.4 336.6 — 348.0 Deferred income taxes — 29.7 (36.0 ) — (6.3 ) Stock-based compensation expense 13.0 — 0.3 — 13.3 Excess tax benefit from stock-based compensation (2.4 ) — — — (2.4 ) Unrealized gain on derivatives — — 70.5 — 70.5 Gain on remeasurement of GrowHow investment — — (94.4 ) — (94.4 ) Loss on sale of equity method investments — — 42.8 — 42.8 Loss on disposal of property, plant and equipment — — 18.1 — 18.1 Undistributed (earnings) loss of affiliates—net (693.4 ) (799.5 ) (1.8 ) 1,493.0 (1.7 ) Due to/from affiliates—net 2.4 0.4 (2.8 ) — — Changes in: Accounts and notes receivable—net (0.3 ) 18.0 140.5 (143.2 ) 15.0 Inventories — — (71.8 ) — (71.8 ) Accrued and prepaid income taxes 2.0 (10.2 ) (60.4 ) — (68.6 ) Accounts and notes payable and accrued expenses 6.6 (79.5 ) (38.7 ) 143.2 31.6 Customer advances — — 56.5 — 56.5 Other—net — 0.4 22.4 — 22.8 Net cash provided by (used in) operating activities 1.3 (135.9 ) 1,206.1 — 1,071.5 Investing Activities: Additions to property, plant and equipment — — (1,791.3 ) — (1,791.3 ) Proceeds from sale of property, plant and equipment — — 9.1 — 9.1 Proceeds from sale of equity method investment — — 12.8 — 12.8 Purchase of GrowHow, net of cash acquired — — (553.9 ) — (553.9 ) Withdrawals from restricted cash funds — — 60.2 — 60.2 Other—net — (81.5 ) (35.8 ) 81.5 (35.8 ) Net cash used in investing activities — (81.5 ) (2,298.9 ) 81.5 (2,298.9 ) Financing Activities: Proceeds from long-term borrowings — 1,000.0 — — 1,000.0 Proceeds from short-term borrowings 545.3 (488.6 ) 310.3 — 367.0 Payments of short-term borrowings — (367.0 ) — (367.0 ) Financing fees — (28.3 ) — — (28.3 ) Dividends paid on common stock (212.4 ) (212.4 ) (212.4 ) 424.8 (212.4 ) Distributions to noncontrolling interest — — (32.0 ) — (32.0 ) Purchases of treasury stock (556.3 ) — — — (556.3 ) Issuances of common stock under employee stock plans 8.3 — — — 8.3 Excess tax benefit from stock-based compensation 2.4 — — — 2.4 Dividends to/from affiliates 212.4 212.4 — (424.8 ) — Other—net — — 81.5 (81.5 ) — Net cash (used in) provided by financing activities (0.3 ) 116.1 147.4 (81.5 ) 181.7 Effect of exchange rate changes on cash and cash equivalents — — (7.7 ) — (7.7 ) Increase (Decrease) in cash and cash equivalents 1.0 (101.3 ) (953.1 ) — (1,053.4 ) Cash and cash equivalents at beginning of period — 105.7 1,890.9 — 1,996.6 Cash and cash equivalents at end of period $ 1.0 $ 4.4 $ 937.8 $ — $ 943.2 Condensed Consolidating Statement of Cash Flows Nine months ended September 30, 2014 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Operating Activities: Net earnings $ 1,152.0 $ 1,153.3 $ 719.7 $ (1,839.3 ) $ 1,185.7 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization — 5.0 293.5 — 298.5 Deferred income taxes — — 15.6 — 15.6 Stock-based compensation expense 13.4 — 0.2 — 13.6 Excess tax benefit from stock-based compensation (8.7 ) — — — (8.7 ) Unrealized loss on derivatives — — 67.6 — 67.6 Gain on sale of phosphate business — (761.5 ) 14.4 — (747.1 ) Loss on disposal of property, plant and equipment — — 2.5 — 2.5 Undistributed loss (earnings) of affiliates—net (1,153.3 ) (686.0 ) (39.2 ) 1,839.3 (39.2 ) Due to/from affiliates—net 8.7 1.8 (10.5 ) — — Changes in: Accounts and notes receivable—net (7.5 ) (241.8 ) 743.9 (397.5 ) 97.1 Inventories — 4.4 9.2 — 13.6 Accrued and prepaid income taxes (0.7 ) 290.4 (359.7 ) — (70.0 ) Accounts and notes payable and accrued expenses (3.3 ) 270.2 (671.6 ) 397.5 (7.2 ) Customer advances — — 340.2 — 340.2 Other—net — 5.4 9.3 — 14.7 Net cash provided by operating activities 0.6 41.2 1,135.1 — 1,176.9 Investing Activities: Additions to property, plant and equipment — (18.3 ) (1,254.4 ) — (1,272.7 ) Proceeds from sale of property, plant and equipment — — 10.2 — 10.2 Proceeds from sale of phosphate business — 893.1 460.5 — 1,353.6 Sales and maturities of short-term and auction rate securities — 5.0 — — 5.0 Deposits to restricted cash funds — — (505.0 ) — (505.0 ) Withdrawals from restricted cash funds — — 513.4 — 513.4 Other—net — — 17.4 — 17.4 Net cash provided by (used in) investing activities — 879.8 (757.9 ) — 121.9 Financing Activities: Proceeds from long-term borrowings — 1,494.2 — — 1,494.2 Short-term debt—net 1,569.9 (2,176.1 ) 606.2 — — Financing fees — (16.0 ) — — (16.0 ) Dividends paid on common stock (181.3 ) (181.3 ) (181.3 ) 362.5 (181.4 ) Dividends to/from affiliates 181.3 181.2 — (362.5 ) — Distributions to noncontrolling interest — — (37.8 ) — (37.8 ) Purchases of treasury stock (1,591.2 ) — — — (1,591.2 ) Issuances of common stock under employee stock plans 12.0 — — — 12.0 Excess tax benefit from stock-based compensation 8.7 — — — 8.7 Other—net — (1.0 ) (42.0 ) — (43.0 ) Net cash (used in) provided by financing activities (0.6 ) (699.0 ) 345.1 — (354.5 ) Effect of exchange rate changes on cash and cash equivalents — — (3.9 ) — (3.9 ) Increase in cash and cash equivalents — 222.0 718.4 — 940.4 Cash and cash equivalents at beginning of period 0.1 20.4 1,690.3 — 1,710.8 Cash and cash equivalents at end of period $ 0.1 $ 242.4 $ 2,408.7 $ — $ 2,651.2 |
New Accounting Pronouncements a
New Accounting Pronouncements and Changes in Accounting Standards (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Standards | New Accounting Standards In September 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments. At the date of an acquisition, fair value of certain assets and liabilities may not be accurately determinable and are therefore recognized at the acquirer's best estimate. Such amounts may be updated as additional information becomes available in periods subsequent to the acquisition for up to one year. Prior to the issuance of this new ASU, subsequent adjustments had to be pushed back to the acquisition date, which required retroactive adjustments to prior period amounts. Under the new guidance, adjustments to provisional amounts that are identified during the measurement period are to be recorded in the reporting period in which the adjustment amounts are determined. ASU No. 2015-16 is effective for fiscal years beginning after December 15, 2015 and is applied prospectively to adjustments to estimated purchase accounting amounts that occur after the effective date. Early application is permitted. The Company has not recognized any adjustments to estimated purchase accounting amounts for the nine months ended September 30, 2015. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory, effective for annual and interim periods beginning after December 15, 2016. ASU No. 2015-11 changes the inventory measurement principle for entities using the first-in, first out (FIFO) or average cost methods. For entities utilizing one of these methods, the inventory measurement principle will change from lower of cost or market to the lower of cost and net realizable value. We follow the FIFO or average cost methods and are currently evaluating the provisions of ASU No. 2015-11 and assessing the impact, if any, it may have on our financial position and results of operations. In April 2015, the FASB issued ASU No. 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement (an update to Subtopic 350-40, Intangibles—Goodwill and Other—Internal-Use Software), which provides guidance on accounting for cloud computing arrangements. Under this ASU, if a cloud computing arrangement includes a software license, the customer should account for the license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the arrangement should be accounted for as a service contract. This ASU is effective for arrangements entered into, or materially modified, in interim and annual periods beginning after December 15, 2015. Retrospective application of the ASU is permitted but not required. We are currently evaluating the impact of this ASU on our consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This ASU requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The ASU requires retrospective application and represents a change in accounting principle. In August 2015, the FASB issued the related ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which clarifies ASU 2015-03 and states that the SEC staff would not object to an entity deferring and presenting debt issuance costs related to a line-of-credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. These ASUs are effective for fiscal years beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. We expect that the adoption of these ASUs will not have a significant impact on our consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02, Consolidations (Topic 810): Amendments to the Consolidation Analysis, which amends current consolidation guidance including changes to both the variable and voting interest models used by companies to evaluate whether an entity should be consolidated. The requirements from ASU No. 2015-02 are effective for interim and annual periods beginning after December 15, 2015, and early adoption is permitted. We are currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which supersedes the revenue recognition requirements in Accounting Standards Codification 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments. Additionally, information concerning the costs to obtain and fulfill a contract, including assets to be recognized, is to be capitalized and disclosed. In July 2015, the FASB voted to defer the effective date of this ASU through the issuance of ASU No. 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, to December 15, 2017 for interim and annual reporting periods beginning after that date. Early adoption of the standard as of December 15, 2016 (for interim and annual reporting periods beginning after that date) is permitted by the FASB. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements. |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the preliminary allocation of the total fair value to the assets acquired and liabilities assumed in the GrowHow acquisition on July 31, 2015. Where applicable, the estimated fair value of the assets acquired and liabilities assumed is based on the estimated net realizable value for inventory, a replacement cost approach for property, plant and equipment and the income approach for intangible assets. Final determination of the fair values may result in further adjustments to the amounts presented below. (In millions) Fair value of consideration transferred $ 570.4 Fair value of 50% of equity interest already held by the Company 570.4 Total fair value $ 1,140.8 Assets acquired and liabilities assumed Current assets $ 165.1 Property, plant and equipment—net 898.1 Goodwill 328.4 Other assets 140.0 Total assets acquired $ 1,531.6 Current liabilities $ 73.6 Deferred tax liabilities—noncurrent 128.8 Other liabilities 188.4 Total liabilities assumed $ 390.8 Total net assets acquired $ 1,140.8 |
Business Acquisition, Pro Forma Information | The following unaudited summary information is presented on a pro forma consolidated basis as if the GrowHow acquisition had occurred on January 1, 2014: Three months ended Nine months ended 2015 2014 2015 2014 (in millions) Net sales $ 972.7 $ 1,072.4 $ 3,561.1 $ 4,016.5 Net earnings attributable to common stockholders $ 3.4 $ 146.4 $ 600.7 $ 1,268.5 |
Net Earnings Per Share (Tables)
Net Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Summary of net earnings per share | Net earnings per share were computed as follows: Three months ended Nine months ended 2015 2014 2015 2014 (in millions, except per share amounts) Net earnings attributable to common stockholders $ 90.9 $ 130.9 $ 673.4 $ 1,152.0 Basic earnings per common share (1) : Weighted-average common shares outstanding 233.1 248.4 236.0 259.0 Net earnings attributable to common stockholders $ 0.39 $ 0.53 $ 2.85 $ 4.45 Diluted earnings per common share (1) : Weighted-average common shares outstanding 233.1 248.4 236.0 259.0 Dilutive common shares—stock options 0.9 0.9 0.9 0.9 Diluted weighted-average shares outstanding 234.0 249.3 236.9 259.9 Net earnings attributable to common stockholders $ 0.39 $ 0.52 $ 2.84 $ 4.43 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consist of the following: September 30, December 31, (in millions) Finished goods $ 292.5 $ 179.5 Raw materials, spare parts and supplies 37.3 23.4 $ 329.8 $ 202.9 |
Property, Plant and Equipment31
Property, Plant and Equipment-Net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment, Net [Abstract] | |
Components of property, plant and equipment-net | Property, plant and equipment—net consists of the following: September 30, December 31, (in millions) Land $ 69.0 $ 48.4 Machinery and equipment 6,348.3 5,268.7 Buildings and improvements 201.7 160.7 Construction in progress (1) 4,011.3 2,559.0 10,630.3 8,036.8 Less: Accumulated depreciation and amortization 2,690.7 2,511.0 $ 7,939.6 $ 5,525.8 _______________________________________________________________________________ (1) As of September 30, 2015 and December 31, 2014 , we had construction in progress that was accrued but unpaid of $448.3 million and $279.0 million , respectively. These amounts included accruals related to our capacity expansion projects of $407.2 million and $244.3 million as of September 30, 2015 and December 31, 2014 , respectively. |
Summary of plant turnaround activity | The following is a summary of plant turnaround activity: Nine months ended 2015 2014 (in millions) Net capitalized turnaround costs: Beginning balance $ 153.2 $ 119.8 Additions 99.9 53.6 Depreciation (46.6 ) (39.7 ) Effect of exchange rate changes (2.2 ) (0.7 ) Ending balance $ 204.3 $ 133.0 |
Goodwill and Other Intangible32
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of carrying amount of goodwill by business segment | The following table shows the carrying amount of goodwill by business segment as of September 30, 2015 and December 31, 2014 : Ammonia Granular Urea UAN AN Other Total (in millions) Balance as of December 31, 2014 $ 578.7 $ 829.6 $ 577.0 $ 68.9 $ 38.6 $ 2,092.8 Goodwill related to acquisition of GrowHow 10.0 — — 276.6 41.8 328.4 Effect of exchange rate changes (1.4 ) (1.5 ) (1.0 ) (8.9 ) (1.2 ) (14.0 ) Balance as of September 30, 2015 $ 587.3 $ 828.1 $ 576.0 $ 336.6 $ 79.2 $ 2,407.2 |
Schedule of the identifiable intangibles and their carrying values presented in other noncurrent assets on consolidated balance sheet | Our identifiable intangible assets and carrying values are shown below and are presented in other assets on our consolidated balance sheets. September 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net (in millions) Intangible assets: Customer relationships $ 141.9 $ (16.1 ) $ 125.8 $ 50.0 $ (13.2 ) $ 36.8 TerraCair brand 10.0 (10.0 ) — 10.0 (5.0 ) 5.0 Trade names 36.9 (0.3 ) 36.6 — — — Total intangible assets $ 188.8 $ (26.4 ) $ 162.4 $ 60.0 $ (18.2 ) $ 41.8 |
Schedule of estimated future amortization expense | Total estimated amortization expense for the remainder of 2015 and each of the five succeeding fiscal years is as follows: Estimated Amortization Expense (in millions) Remainder of 2015 $ 2.3 2016 9.2 2017 9.2 2018 9.2 2019 9.2 2020 9.2 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of equity method investments | As of September 30, 2015 and December 31, 2014, equity method investments consist of the following: September 30, December 31, (in millions) Operating equity method investments $ 359.8 $ 377.6 Non-operating equity method investments — 483.9 Investments in and advances to affiliates $ 359.8 $ 861.5 |
Schedule of combined results of operations and financial position for operating equity method investments | Our equity in earnings of operating equity method investments are summarized below: Three months ended Nine months ended 2015 2014 2015 2014 (in millions) Equity in earnings of operating affiliates: PLNL $ 5.6 $ 7.9 $ 18.8 $ 23.6 Ammonia storage joint venture — 1.5 1.2 3.7 Total equity in earnings of operating affiliates $ 5.6 $ 9.4 $ 20.0 $ 27.3 |
Schedule of combined results of operations and financial position for non-operating equity method investments | Our equity in earnings (losses) of GrowHow and Keytrade are summarized below: Three months ended Nine months ended 2015 2014 2015 2014 (in millions) Equity in earnings (losses) of non-operating affiliates—net of taxes: GrowHow $ 92.9 $ 9.0 $ 107.2 $ 12.1 Keytrade — 1.6 (34.9 ) 3.7 Total equity in earnings (losses) of non-operating affiliates—net of taxes $ 92.9 $ 10.6 $ 72.3 $ 15.8 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of cash and cash equivalents and other investments reconciliation from adjusted cost to fair value | Our cash and cash equivalents and other investments consist of the following: September 30, 2015 Cost Basis Unrealized Gains Unrealized Losses Fair Value (in millions) Cash $ 88.3 $ — $ — $ 88.3 Cash equivalents: U.S. and Canadian government obligations 829.9 — — 829.9 Other debt securities 25.0 — — 25.0 Total cash and cash equivalents $ 943.2 $ — $ — $ 943.2 Restricted cash 25.9 — — 25.9 Nonqualified employee benefit trusts 18.1 1.5 — 19.6 December 31, 2014 Cost Basis Unrealized Gains Unrealized Losses Fair Value (in millions) Cash $ 71.3 $ — $ — $ 71.3 Cash equivalents: U.S. and Canadian government obligations 1,916.3 — — 1,916.3 Other debt securities 9.0 — — 9.0 Total cash and cash equivalents $ 1,996.6 $ — $ — $ 1,996.6 Restricted cash 86.1 — — 86.1 Nonqualified employee benefit trusts 17.4 2.0 — 19.4 |
Schedule of assets and liabilities measured at fair value on a recurring basis | The following tables present assets and liabilities included in our consolidated balance sheets as of September 30, 2015 and December 31, 2014 that are recognized at fair value on a recurring basis, and indicate the fair value hierarchy utilized to determine such fair value: September 30, 2015 Total Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (in millions) Cash equivalents $ 854.9 $ 854.9 $ — $ — Restricted cash 25.9 25.9 — — Derivative assets 3.2 — 3.2 — Nonqualified employee benefit trusts 19.6 19.6 — — Derivative liabilities (121.6 ) — (121.6 ) — December 31, 2014 Total Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (in millions) Cash equivalents $ 1,925.3 $ 1,925.3 $ — $ — Restricted cash 86.1 86.1 — — Derivative assets 0.5 — 0.5 — Nonqualified employee benefit trusts 19.4 19.4 — — Derivative liabilities (48.4 ) — (48.4 ) — |
Schedule of carrying amounts and estimated fair values of financial instruments | The carrying amounts and estimated fair values of our financial instruments are as follows: September 30, 2015 December 31, 2014 Carrying Amount Fair Value Carrying Amount Fair Value (in millions) Long-term debt $ 5,592.6 $ 5,694.6 $ 4,592.5 $ 4,969.3 |
Interest Expense (Tables)
Interest Expense (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Interest Expense [Abstract] | |
Schedule of interest expense | Details of interest expense are as follows: Three months ended Nine months ended 2015 2014 2015 2014 (in millions) Interest on borrowings (1) $ 64.8 $ 63.5 $ 191.8 $ 174.9 Fees on financing agreements (1) 8.5 2.3 12.3 8.2 Interest on tax liabilities 0.6 0.6 1.6 2.5 Interest capitalized (43.6 ) (20.0 ) (112.5 ) (48.5 ) $ 30.3 $ 46.4 $ 93.2 $ 137.1 _______________________________________________________________________________ (1) See Note 12—Financing Agreements for additional information. |
Financing Agreements (Tables)
Financing Agreements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Components of long-term debt | Long-term debt presented on our consolidated balance sheets as of September 30, 2015 and December 31, 2014 consisted of the following unsecured senior notes: September 30, December 31, (in millions) Public Senior Notes: 6.875% due 2018 $ 800.0 $ 800.0 7.125% due 2020 800.0 800.0 3.450% due 2023 749.4 749.4 5.150% due 2034 746.2 746.2 4.950% due 2043 748.8 748.8 5.375% due 2044 748.2 748.1 Private Senior Notes: 4.490% due 2022 250.0 — 4.930% due 2025 500.0 — 5.030% due 2027 250.0 — 5,592.6 4,592.5 Less: Current portion — — Net long-term debt $ 5,592.6 $ 4,592.5 |
Derivative Financial Instrume37
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of effect of derivatives in the consolidated statements of operations | Unrealized gain (loss) recognized in income Nine months ended Location 2015 2014 (in millions) Natural gas derivatives Cost of sales $ (78.8 ) $ (39.1 ) Foreign exchange contracts Other operating—net 16.0 (40.8 ) Unrealized losses recognized in income $ (62.8 ) $ (79.9 ) Gain (loss) in income Nine months ended All Derivatives 2015 2014 (in millions) Unrealized losses $ (62.8 ) $ (79.9 ) Realized (losses) gains (75.3 ) 77.4 Net derivative losses $ (138.1 ) $ (2.5 ) The effect of derivatives in our consolidated statements of operations is shown in the table below. Unrealized gain (loss) recognized in income Three months ended Location 2015 2014 (in millions) Natural gas derivatives Cost of sales $ (125.9 ) $ 12.1 Foreign exchange contracts Other operating—net 13.2 (27.6 ) Unrealized losses recognized in income $ (112.7 ) $ (15.5 ) Gain (loss) in income Three months ended All Derivatives 2015 2014 (in millions) Unrealized losses $ (112.7 ) $ (15.5 ) Realized losses (16.2 ) (20.1 ) Net derivative losses $ (128.9 ) $ (35.6 ) |
Schedule of fair values of derivatives in our consolidated balance sheet | The fair values of derivatives on our consolidated balance sheets are shown below. As of September 30, 2015 and December 31, 2014 , none of our derivative instruments were designated as hedging instruments. For additional information on derivative fair values, see Note 9—Fair Value Measurements . Asset Derivatives Liability Derivatives Balance Sheet Location September 30, December 31, Balance Sheet Location September 30, December 31, (in millions) (in millions) Foreign exchange contracts Other current assets $ 0.5 $ — Other current liabilities $ (6.8 ) $ (22.4 ) Foreign exchange contracts Other assets — — Other liabilities — — Natural gas derivatives Other current assets 0.8 0.5 Other current liabilities (55.3 ) (26.0 ) Natural gas derivatives Other assets 1.9 — Other liabilities (59.5 ) — Total derivatives $ 3.2 $ 0.5 $ (121.6 ) $ (48.4 ) Current / Noncurrent totals Other current assets $ 1.3 $ 0.5 Other current liabilities $ (62.1 ) $ (48.4 ) Other assets 1.9 — Other liabilities (59.5 ) — Total derivatives $ 3.2 $ 0.5 $ (121.6 ) $ (48.4 ) |
Schedule of amounts relevant to offsetting of derivative assets | The following table presents amounts relevant to offsetting of our derivative assets and liabilities as of September 30, 2015 and December 31, 2014 : Amounts presented in consolidated balance sheets (1) Gross amounts not offset in consolidated balance sheets Financial instruments Cash collateral received (pledged) Net amount (in millions) September 30, 2015 Total derivative assets $ 3.2 $ 3.2 $ — $ — Total derivative liabilities 121.6 3.2 — 118.4 Net derivative liabilities $ (118.4 ) $ — $ — $ (118.4 ) December 31, 2014 Total derivative assets $ 0.5 $ 0.5 $ — $ — Total derivative liabilities 48.4 0.5 — 47.9 Net derivative liabilities $ (47.9 ) $ — $ — $ (47.9 ) _______________________________________________________________________________ (1) We report the fair values of our derivative assets and liabilities on a gross basis on our consolidated balance sheets. As a result, the gross amounts recognized and net amounts presented are the same. |
Schedule of amounts relevant to offsetting of derivative liabilities | The following table presents amounts relevant to offsetting of our derivative assets and liabilities as of September 30, 2015 and December 31, 2014 : Amounts presented in consolidated balance sheets (1) Gross amounts not offset in consolidated balance sheets Financial instruments Cash collateral received (pledged) Net amount (in millions) September 30, 2015 Total derivative assets $ 3.2 $ 3.2 $ — $ — Total derivative liabilities 121.6 3.2 — 118.4 Net derivative liabilities $ (118.4 ) $ — $ — $ (118.4 ) December 31, 2014 Total derivative assets $ 0.5 $ 0.5 $ — $ — Total derivative liabilities 48.4 0.5 — 47.9 Net derivative liabilities $ (47.9 ) $ — $ — $ (47.9 ) _______________________________________________________________________________ (1) We report the fair values of our derivative assets and liabilities on a gross basis on our consolidated balance sheets. As a result, the gross amounts recognized and net amounts presented are the same. |
Noncontrolling Interests (Table
Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Schedule of reconciliation of the beginning and ending balances of noncontrolling interest and distributions payable to the noncontrolling interests on the entity's consolidated balance sheet | A reconciliation of the beginning and ending balances of TNCLP's noncontrolling interest and distributions payable to noncontrolling interests in our consolidated balance sheets is provided below. Nine months ended 2015 2014 (in millions) Noncontrolling interest: Beginning balance $ 362.8 $ 362.3 Earnings attributable to noncontrolling interest 24.7 33.7 Declaration of distributions payable (32.0 ) (37.8 ) Ending balance $ 355.5 $ 358.2 Distributions payable to noncontrolling interest: Beginning balance $ — $ — Declaration of distributions payable 32.0 37.8 Distributions to noncontrolling interest (32.0 ) (37.8 ) Ending balance $ — $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Schedule of changes to AOCI | Changes to accumulated other comprehensive income (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 as of December 31, 2013 $ 31.9 $ 0.6 $ 6.5 $ (81.6 ) $ (42.6 ) Unrealized gain — 1.0 — — 1.0 Gain arising during the period — — — 6.2 6.2 Reclassification to earnings — — (2.8 ) 1.3 (1.5 ) Effect of exchange rate changes and deferred taxes (38.3 ) (0.3 ) 1.0 2.1 (35.5 ) Balance as of September 30, 2014 $ (6.4 ) $ 1.3 $ 4.7 $ (72.0 ) $ (72.4 ) Balance as of December 31, 2014 $ (40.5 ) $ 0.8 $ 4.7 $ (124.8 ) $ (159.8 ) Unrealized loss — (0.5 ) — — (0.5 ) Loss arising during the period — — — (3.6 ) (3.6 ) Reclassification to earnings — 0.1 — 4.5 4.6 Impact of GrowHow acquisition 9.0 — — 38.2 47.2 Effect of exchange rate changes and deferred taxes (109.1 ) — — 7.6 (101.5 ) Balance as of September 30, 2015 $ (140.6 ) $ 0.4 $ 4.7 $ (78.1 ) $ (213.6 ) |
Schedule of reclassifications out of AOCI | Reclassifications out of AOCI to earnings during the three and nine months ended September 30, 2015 and 2014 were as follows: Three months ended Nine months ended 2015 2014 2015 2014 (in millions) Foreign Currency Translation Adjustment GrowHow equity method investment remeasurement (1) $ 9.0 $ — $ 9.0 $ — Total before tax 9.0 — 9.0 — Tax effect — — — — Net of tax $ 9.0 $ — $ 9.0 $ — Unrealized (Gain) Loss on Securities Available-for-sale securities (2) $ 0.2 $ — $ 0.1 $ — Total before tax 0.2 — 0.1 — Tax effect — — — — Net of tax $ 0.2 $ — $ 0.1 $ — Unrealized Gain (Loss) on Derivatives Reclassification of de-designated hedges (3) $ — $ (2.8 ) $ — $ (2.8 ) Total before tax — (2.8 ) — (2.8 ) Tax effect — 1.0 — 1.0 Net of tax $ — $ (1.8 ) $ — $ (1.8 ) Defined Benefit Plans Amortization of prior service (benefit) cost (4) $ (0.3 ) $ (0.2 ) $ (0.8 ) $ (0.5 ) GrowHow equity method investment remeasurement (1) 38.2 — 38.2 — Amortization of net loss (4) 1.7 0.6 5.3 1.8 Total before tax 39.6 0.4 42.7 1.3 Tax effect (0.8 ) (0.1 ) (1.9 ) (0.4 ) Net of tax $ 38.8 $ 0.3 $ 40.8 $ 0.9 Total reclassifications for the period $ 48.0 $ (1.5 ) $ 49.9 $ (0.9 ) _______________________________________________________________________________ (1) Represents the amount that was reclassified from AOCI into equity in earnings of non-operating affiliates—net of taxes as a result of the remeasurement to fair value of our initial 50% equity interest in GrowHow. (2) Represents the amount that was reclassified into interest income. (3) Represents the portion of de-designated cash flow hedges that were reclassified into income as a result of the discontinuance of certain cash flow hedges. (4) These components are included in the computation of net periodic pension cost and were reclassified from AOCI into cost of sales and selling, general and administrative expenses. |
Share Repurchases | The following table summarizes the share repurchases under the 2014 Program and the 2012 Program. The number of shares has been retroactively restated for all prior periods presented to reflect the five -for-one split of the Company’s common stock effected in the form of a stock dividend that was distributed on June 17, 2015. See Note 1—Background and Basis of Presentation for further information. 2014 Program 2012 Program Shares Amounts Shares Amounts (in millions) Shares repurchased as of December 31, 2013 — $ — 36.7 $ 1,449.3 Shares repurchased in 2014: First quarter — $ — 16.0 $ 793.9 Second quarter — — 15.4 756.8 Third quarter — — — — Fourth quarter 7.0 372.8 — — Total shares repurchased in 2014 7.0 372.8 31.4 1,550.7 Shares repurchased as of December 31, 2014 7.0 $ 372.8 68.1 $ 3,000.0 Shares repurchased in 2015: First quarter 4.1 $ 236.6 Second quarter 4.5 268.1 Third quarter 0.3 22.5 Total shares repurchased in 2015 8.9 527.2 Shares repurchased as of September 30, 2015 15.9 $ 900.0 |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Summary of segment data for sales, cost of sales and gross margin | Segment data for sales, cost of sales and gross margin for the three and nine months ended September 30, 2015 and 2014 are presented in the tables below. Ammonia Granular Urea (1) UAN (1) AN (1) Other (1) Phosphate Consolidated (in millions) Three months ended September 30, 2015 Net sales $ 260.9 $ 170.7 $ 349.3 $ 79.5 $ 67.0 $ — $ 927.4 Cost of sales 206.7 131.8 276.5 96.7 50.7 — 762.4 Gross margin $ 54.2 $ 38.9 $ 72.8 $ (17.2 ) $ 16.3 $ — 165.0 Total other operating costs and expenses 112.1 Equity in earnings of operating affiliates 5.6 Operating earnings $ 58.5 Three months ended September 30, 2014 Net sales $ 232.1 $ 199.6 $ 392.9 $ 54.9 $ 41.9 $ — $ 921.4 Cost of sales 168.6 120.7 257.2 46.0 27.8 — 620.3 Gross margin $ 63.5 $ 78.9 $ 135.7 $ 8.9 $ 14.1 $ — 301.1 Total other operating costs and expenses 63.9 Equity in earnings of operating affiliates 9.4 Operating earnings $ 246.6 Ammonia Granular Urea (1) UAN (1) AN (1) Other (1) Phosphate Consolidated (in millions) Nine months ended September 30, 2015 Net sales $ 1,147.6 $ 593.9 $ 1,112.4 $ 178.9 $ 159.7 $ — $ 3,192.5 Cost of sales 634.5 324.3 678.3 179.1 109.6 — 1,925.8 Gross margin $ 513.1 $ 269.6 $ 434.1 $ (0.2 ) $ 50.1 $ — 1,266.7 Total other operating costs and expenses 230.7 Equity in earnings of operating affiliates 20.0 Operating earnings $ 1,056.0 Nine months ended September 30, 2014 Net sales $ 1,109.3 $ 683.4 $ 1,249.3 $ 187.0 $ 129.3 $ 168.4 $ 3,526.7 Cost of sales 693.1 378.1 730.2 140.3 92.5 158.3 2,192.5 Gross margin $ 416.2 $ 305.3 $ 519.1 $ 46.7 $ 36.8 $ 10.1 1,334.2 Total other operating costs and expenses 160.9 Gain on sale of phosphate business 747.1 Equity in earnings of operating affiliates 27.3 Operating earnings $ 1,947.7 _______________________________________________________________________________ (1) The cost of ammonia that is upgraded into other products is transferred at cost into the upgraded product results. |
Condensed Consolidating Finan41
Condensed Consolidating Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Condensed Consolidating Financial Statements | |
Schedule of Condensed Consolidating Statements of Operations | Condensed Consolidating Statement of Operations Nine months ended September 30, 2014 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ 574.2 $ 3,764.5 $ (812.0 ) $ 3,526.7 Cost of sales — 390.5 2,614.0 (812.0 ) 2,192.5 Gross margin — 183.7 1,150.5 — 1,334.2 Selling, general and administrative expenses 2.2 10.1 107.1 — 119.4 Other operating—net (0.1 ) (3.5 ) 45.1 — 41.5 Total other operating costs and expenses 2.1 6.6 152.2 — 160.9 Gain on sale of phosphate business — 761.5 (14.4 ) — 747.1 Equity in earnings of operating affiliates — — 27.3 — 27.3 Operating (losses) earnings (2.1 ) 938.6 1,011.2 — 1,947.7 Interest expense — 181.1 (43.8 ) (0.2 ) 137.1 Interest income — (0.3 ) (0.6 ) 0.2 (0.7 ) Net (earnings) of wholly-owned subsidiaries (1,153.3 ) (686.0 ) — 1,839.3 — Other non-operating—net (0.1 ) — 0.6 — 0.5 Earnings before income taxes and equity in earnings of non-operating affiliates 1,151.3 1,443.8 1,055.0 (1,839.3 ) 1,810.8 Income tax (benefit) provision (0.7 ) 290.4 351.2 — 640.9 Equity in earnings of non-operating affiliates—net of taxes — (0.1 ) 15.9 — 15.8 Net earnings 1,152.0 1,153.3 719.7 (1,839.3 ) 1,185.7 Less: Net earnings attributable to noncontrolling interest — — 33.7 — 33.7 Net earnings attributable to common stockholders $ 1,152.0 $ 1,153.3 $ 686.0 $ (1,839.3 ) $ 1,152.0 Condensed Consolidating Statement of Operations Three months ended September 30, 2015 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ 77.5 $ 983.2 $ (133.3 ) $ 927.4 Cost of sales — 84.2 811.5 (133.3 ) 762.4 Gross margin — (6.7 ) 171.7 — 165.0 Selling, general and administrative expenses — 2.6 39.0 — 41.6 Transaction costs 29.6 — 7.8 — 37.4 Other operating—net — (3.0 ) 36.1 — 33.1 Total other operating costs and expenses 29.6 (0.4 ) 82.9 — 112.1 Equity in earnings of operating affiliates — — 5.6 — 5.6 Operating (losses) earnings (29.6 ) (6.3 ) 94.4 — 58.5 Interest expense — 73.8 (20.8 ) (22.7 ) 30.3 Interest income — (22.2 ) (1.1 ) 22.7 (0.6 ) Net (earnings) of wholly-owned subsidiaries (109.5 ) (142.6 ) — 252.1 — Other non-operating—net — — 4.2 — 4.2 Earnings before income taxes and equity in earnings of non-operating affiliates 79.9 84.7 112.1 (252.1 ) 24.6 Income tax (benefit) provision (11.0 ) (24.8 ) 55.9 — 20.1 Equity in earnings of non-operating affiliates—net of taxes — — 92.9 — 92.9 Net earnings 90.9 109.5 149.1 (252.1 ) 97.4 Less: Net earnings attributable to noncontrolling interest — — 6.5 — 6.5 Net earnings attributable to common stockholders $ 90.9 $ 109.5 $ 142.6 $ (252.1 ) $ 90.9 Condensed Consolidating Statement of Operations Nine months ended September 30, 2015 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ 269.4 $ 3,380.0 $ (456.9 ) $ 3,192.5 Cost of sales — 276.1 2,106.6 (456.9 ) 1,925.8 Gross margin — (6.7 ) 1,273.4 — 1,266.7 Selling, general and administrative expenses 2.3 3.5 113.8 — 119.6 Transaction costs 29.6 — 7.8 — 37.4 Other operating—net — (8.6 ) 82.3 — 73.7 Total other operating costs and expenses 31.9 (5.1 ) 203.9 — 230.7 Equity in earnings of operating affiliates — — 20.0 — 20.0 Operating (losses) earnings (31.9 ) (1.6 ) 1,089.5 — 1,056.0 Interest expense — 204.6 (74.1 ) (37.3 ) 93.2 Interest income — (36.8 ) (1.7 ) 37.3 (1.2 ) Net (earnings) of wholly-owned subsidiaries (693.4 ) (799.6 ) — 1,493.0 — Other non-operating—net (0.1 ) — 4.8 — 4.7 Earnings before income taxes and equity in earnings of non-operating affiliates 661.6 630.2 1,160.5 (1,493.0 ) 959.3 Income tax (benefit) provision (11.8 ) (63.2 ) 408.5 — 333.5 Equity in earnings of non-operating affiliates—net of taxes — — 72.3 — 72.3 Net earnings 673.4 693.4 824.3 (1,493.0 ) 698.1 Less: Net earnings attributable to noncontrolling interest — — 24.7 — 24.7 Net earnings attributable to common stockholders $ 673.4 $ 693.4 $ 799.6 $ (1,493.0 ) $ 673.4 Condensed Consolidating Statement of Operations Three months ended September 30, 2014 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ 106.5 $ 987.7 $ (172.8 ) $ 921.4 Cost of sales — 106.5 686.6 (172.8 ) 620.3 Gross margin — — 301.1 — 301.1 Selling, general and administrative expenses 0.6 8.4 29.2 — 38.2 Other operating—net (0.1 ) (3.2 ) 29.0 — 25.7 Total other operating costs and expenses 0.5 5.2 58.2 — 63.9 Equity in earnings of operating affiliates — — 9.4 — 9.4 Operating (losses) earnings (0.5 ) (5.2 ) 252.3 — 246.6 Interest expense — 65.8 (19.4 ) — 46.4 Interest income — (0.1 ) (0.1 ) — (0.2 ) Net (earnings) of wholly-owned subsidiaries (131.2 ) (178.1 ) — 309.3 — Other non-operating—net — — (0.1 ) — (0.1 ) Earnings before income taxes and equity in earnings of non-operating affiliates 130.7 107.2 271.9 (309.3 ) 200.5 Income tax (benefit) provision (0.2 ) (24.0 ) 94.7 — 70.5 Equity in earnings of non-operating affiliates—net of taxes — — 10.6 — 10.6 Net earnings 130.9 131.2 187.8 (309.3 ) 140.6 Less: Net earnings attributable to noncontrolling interest — — 9.7 — 9.7 Net earnings attributable to common stockholders $ 130.9 $ 131.2 $ 178.1 $ (309.3 ) $ 130.9 |
Schedule of Condensed Consolidating Statements of Comprehensive Income | Condensed Consolidating Statement of Comprehensive Income Nine months ended September 30, 2015 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net earnings $ 673.4 $ 693.4 $ 824.3 $ (1,493.0 ) $ 698.1 Other comprehensive income (losses) (53.8 ) (53.8 ) (52.9 ) 106.7 (53.8 ) Comprehensive income 619.6 639.6 771.4 (1,386.3 ) 644.3 Less: Comprehensive income attributable to noncontrolling interest — — 24.7 — 24.7 Comprehensive income attributable to common stockholders $ 619.6 $ 639.6 $ 746.7 $ (1,386.3 ) $ 619.6 Condensed Consolidating Statement of Comprehensive Income Nine months ended September 30, 2014 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net earnings $ 1,152.0 $ 1,153.3 $ 719.7 $ (1,839.3 ) $ 1,185.7 Other comprehensive income (losses) (29.8 ) (29.8 ) (30.0 ) 59.8 (29.8 ) Comprehensive income 1,122.2 1,123.5 689.7 (1,779.5 ) 1,155.9 Less: Comprehensive income attributable to noncontrolling interest — — 33.7 — 33.7 Comprehensive income attributable to common stockholders $ 1,122.2 $ 1,123.5 $ 656.0 $ (1,779.5 ) $ 1,122.2 Condensed Consolidating Statement of Comprehensive Income Three months ended September 30, 2015 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net earnings $ 90.9 $ 109.5 $ 149.1 $ (252.1 ) $ 97.4 Other comprehensive income (losses) (7.8 ) (7.8 ) (7.8 ) 15.6 (7.8 ) Comprehensive income 83.1 101.7 141.3 (236.5 ) 89.6 Less: Comprehensive income attributable to noncontrolling interest — — 6.5 — 6.5 Comprehensive income attributable to common stockholders $ 83.1 $ 101.7 $ 134.8 $ (236.5 ) $ 83.1 Condensed Consolidating Statement of Comprehensive Income Three months ended September 30, 2014 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net earnings $ 130.9 $ 131.2 $ 187.8 $ (309.3 ) $ 140.6 Other comprehensive income (losses) (50.0 ) (50.0 ) (50.2 ) 100.2 (50.0 ) Comprehensive income 80.9 81.2 137.6 (209.1 ) 90.6 Less: Comprehensive income attributable to noncontrolling interest — — 9.7 — 9.7 Comprehensive income attributable to common stockholders $ 80.9 $ 81.2 $ 127.9 $ (209.1 ) $ 80.9 |
Schedule of Condensed Consolidating Balance Sheets | Condensed Consolidating Balance Sheet September 30, 2015 Parent CF Industries Other Subsidiaries Eliminations and Reclassifications Consolidated (in millions) Assets Current assets: Cash and cash equivalents $ 1.0 $ 4.4 $ 937.8 $ — $ 943.2 Restricted cash — — 25.9 — 25.9 Accounts and notes receivable—net 0.4 2,427.2 1,082.2 (3,257.9 ) 251.9 Inventories — — 329.8 — 329.8 Deferred income taxes — — 67.8 — 67.8 Prepaid income taxes — — 111.0 — 111.0 Other current assets — 13.1 21.5 — 34.6 Total current assets 1.4 2,444.7 2,576.0 (3,257.9 ) 1,764.2 Property, plant and equipment—net — — 7,939.6 — 7,939.6 Investments in and advances to affiliates 4,371.4 8,253.0 359.8 (12,624.4 ) 359.8 Due from affiliates 570.7 — 2.2 (572.9 ) — Goodwill — — 2,407.2 — 2,407.2 Other assets — 72.9 326.1 — 399.0 Total assets $ 4,943.5 $ 10,770.6 $ 13,610.9 $ (16,455.2 ) $ 12,869.8 Liabilities and Equity Current liabilities: Accounts and notes payable and accrued expenses $ 831.5 $ 134.0 $ 3,117.8 $ (3,257.9 ) $ 825.4 Income taxes payable — 0.6 3.6 — 4.2 Customer advances — — 381.9 — 381.9 Other current liabilities — — 62.1 — 62.1 Total current liabilities 831.5 134.6 3,565.4 (3,257.9 ) 1,273.6 Long-term debt — 5,592.6 — — 5,592.6 Deferred income taxes — 64.0 845.5 — 909.5 Due to affiliates — 572.9 — (572.9 ) — Other liabilities — 35.2 591.4 — 626.6 Equity: Stockholders' equity: Preferred stock — — 16.4 (16.4 ) — Common stock 2.4 — 1.1 (1.1 ) 2.4 Paid-in capital 1,374.6 (12.6 ) 8,365.0 (8,352.4 ) 1,374.6 Retained earnings 3,101.3 4,597.5 83.7 (4,681.2 ) 3,101.3 Treasury stock (152.7 ) — — — (152.7 ) Accumulated other comprehensive income (loss) (213.6 ) (213.6 ) (213.1 ) 426.7 (213.6 ) Total stockholders' equity 4,112.0 4,371.3 8,253.1 (12,624.4 ) 4,112.0 Noncontrolling interest — — 355.5 — 355.5 Total equity 4,112.0 4,371.3 8,608.6 (12,624.4 ) 4,467.5 Total liabilities and equity $ 4,943.5 $ 10,770.6 $ 13,610.9 $ (16,455.2 ) $ 12,869.8 Condensed Consolidating Balance Sheet December 31, 2014 Parent CF Industries Other Subsidiaries Eliminations and Reclassifications Consolidated (in millions) Assets Current assets: Cash and cash equivalents $ — $ 105.7 $ 1,890.9 $ — $ 1,996.6 Restricted cash — — 86.1 — 86.1 Accounts and notes receivable—net — 2,286.5 651.9 (2,746.9 ) 191.5 Inventories — — 202.9 — 202.9 Deferred income taxes — — 84.0 — 84.0 Prepaid income taxes 1.9 — 34.8 (1.9 ) 34.8 Other current assets — — 18.6 — 18.6 Total current assets 1.9 2,392.2 2,969.2 (2,748.8 ) 2,614.5 Property, plant and equipment—net — — 5,525.8 — 5,525.8 Investments in and advances to affiliates 6,212.5 9,208.7 861.5 (15,421.2 ) 861.5 Due from affiliates 570.7 — 1.7 (572.4 ) — Goodwill — — 2,092.8 — 2,092.8 Other assets — 65.1 178.5 — 243.6 Total assets $ 6,785.1 $ 11,666.0 $ 11,629.5 $ (18,742.4 ) $ 11,338.2 Liabilities and Equity Current liabilities: Accounts and notes payable and accrued expenses $ 2,575.4 $ 207.7 $ 553.8 $ (2,747.0 ) $ 589.9 Income taxes payable — 10.8 7.1 (1.9 ) 16.0 Customer advances — — 325.4 — 325.4 Other current liabilities — — 48.4 — 48.4 Total current liabilities 2,575.4 218.5 934.7 (2,748.9 ) 979.7 Long-term debt — 4,592.5 — — 4,592.5 Deferred income taxes — 34.8 783.8 — 818.6 Due to affiliates — 572.4 — (572.4 ) — Other liabilities — 35.3 339.6 — 374.9 Equity: Stockholders' equity: Preferred stock — — 16.4 (16.4 ) — Common stock (1) 2.5 — 1.1 (1.1 ) 2.5 Paid-in capital (1) 1,413.9 (12.6 ) 8,283.5 (8,270.9 ) 1,413.9 Retained earnings 3,175.3 6,384.9 1,067.8 (7,452.7 ) 3,175.3 Treasury stock (1) (222.2 ) — — — (222.2 ) Accumulated other comprehensive income (loss) (159.8 ) (159.8 ) (160.2 ) 320.0 (159.8 ) Total stockholders' equity 4,209.7 6,212.5 9,208.6 (15,421.1 ) 4,209.7 Noncontrolling interest — — 362.8 — 362.8 Total equity 4,209.7 6,212.5 9,571.4 (15,421.1 ) 4,572.5 Total liabilities and equity $ 6,785.1 $ 11,666.0 $ 11,629.5 $ (18,742.4 ) $ 11,338.2 |
Schedule of Condensed Consolidating Statements of Cash Flows | Condensed Consolidating Statement of Cash Flows Nine months ended September 30, 2015 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Operating Activities: Net earnings $ 673.4 $ 693.4 $ 824.3 $ (1,493.0 ) $ 698.1 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: Depreciation and amortization — 11.4 336.6 — 348.0 Deferred income taxes — 29.7 (36.0 ) — (6.3 ) Stock-based compensation expense 13.0 — 0.3 — 13.3 Excess tax benefit from stock-based compensation (2.4 ) — — — (2.4 ) Unrealized gain on derivatives — — 70.5 — 70.5 Gain on remeasurement of GrowHow investment — — (94.4 ) — (94.4 ) Loss on sale of equity method investments — — 42.8 — 42.8 Loss on disposal of property, plant and equipment — — 18.1 — 18.1 Undistributed (earnings) loss of affiliates—net (693.4 ) (799.5 ) (1.8 ) 1,493.0 (1.7 ) Due to/from affiliates—net 2.4 0.4 (2.8 ) — — Changes in: Accounts and notes receivable—net (0.3 ) 18.0 140.5 (143.2 ) 15.0 Inventories — — (71.8 ) — (71.8 ) Accrued and prepaid income taxes 2.0 (10.2 ) (60.4 ) — (68.6 ) Accounts and notes payable and accrued expenses 6.6 (79.5 ) (38.7 ) 143.2 31.6 Customer advances — — 56.5 — 56.5 Other—net — 0.4 22.4 — 22.8 Net cash provided by (used in) operating activities 1.3 (135.9 ) 1,206.1 — 1,071.5 Investing Activities: Additions to property, plant and equipment — — (1,791.3 ) — (1,791.3 ) Proceeds from sale of property, plant and equipment — — 9.1 — 9.1 Proceeds from sale of equity method investment — — 12.8 — 12.8 Purchase of GrowHow, net of cash acquired — — (553.9 ) — (553.9 ) Withdrawals from restricted cash funds — — 60.2 — 60.2 Other—net — (81.5 ) (35.8 ) 81.5 (35.8 ) Net cash used in investing activities — (81.5 ) (2,298.9 ) 81.5 (2,298.9 ) Financing Activities: Proceeds from long-term borrowings — 1,000.0 — — 1,000.0 Proceeds from short-term borrowings 545.3 (488.6 ) 310.3 — 367.0 Payments of short-term borrowings — (367.0 ) — (367.0 ) Financing fees — (28.3 ) — — (28.3 ) Dividends paid on common stock (212.4 ) (212.4 ) (212.4 ) 424.8 (212.4 ) Distributions to noncontrolling interest — — (32.0 ) — (32.0 ) Purchases of treasury stock (556.3 ) — — — (556.3 ) Issuances of common stock under employee stock plans 8.3 — — — 8.3 Excess tax benefit from stock-based compensation 2.4 — — — 2.4 Dividends to/from affiliates 212.4 212.4 — (424.8 ) — Other—net — — 81.5 (81.5 ) — Net cash (used in) provided by financing activities (0.3 ) 116.1 147.4 (81.5 ) 181.7 Effect of exchange rate changes on cash and cash equivalents — — (7.7 ) — (7.7 ) Increase (Decrease) in cash and cash equivalents 1.0 (101.3 ) (953.1 ) — (1,053.4 ) Cash and cash equivalents at beginning of period — 105.7 1,890.9 — 1,996.6 Cash and cash equivalents at end of period $ 1.0 $ 4.4 $ 937.8 $ — $ 943.2 Condensed Consolidating Statement of Cash Flows Nine months ended September 30, 2014 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Operating Activities: Net earnings $ 1,152.0 $ 1,153.3 $ 719.7 $ (1,839.3 ) $ 1,185.7 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization — 5.0 293.5 — 298.5 Deferred income taxes — — 15.6 — 15.6 Stock-based compensation expense 13.4 — 0.2 — 13.6 Excess tax benefit from stock-based compensation (8.7 ) — — — (8.7 ) Unrealized loss on derivatives — — 67.6 — 67.6 Gain on sale of phosphate business — (761.5 ) 14.4 — (747.1 ) Loss on disposal of property, plant and equipment — — 2.5 — 2.5 Undistributed loss (earnings) of affiliates—net (1,153.3 ) (686.0 ) (39.2 ) 1,839.3 (39.2 ) Due to/from affiliates—net 8.7 1.8 (10.5 ) — — Changes in: Accounts and notes receivable—net (7.5 ) (241.8 ) 743.9 (397.5 ) 97.1 Inventories — 4.4 9.2 — 13.6 Accrued and prepaid income taxes (0.7 ) 290.4 (359.7 ) — (70.0 ) Accounts and notes payable and accrued expenses (3.3 ) 270.2 (671.6 ) 397.5 (7.2 ) Customer advances — — 340.2 — 340.2 Other—net — 5.4 9.3 — 14.7 Net cash provided by operating activities 0.6 41.2 1,135.1 — 1,176.9 Investing Activities: Additions to property, plant and equipment — (18.3 ) (1,254.4 ) — (1,272.7 ) Proceeds from sale of property, plant and equipment — — 10.2 — 10.2 Proceeds from sale of phosphate business — 893.1 460.5 — 1,353.6 Sales and maturities of short-term and auction rate securities — 5.0 — — 5.0 Deposits to restricted cash funds — — (505.0 ) — (505.0 ) Withdrawals from restricted cash funds — — 513.4 — 513.4 Other—net — — 17.4 — 17.4 Net cash provided by (used in) investing activities — 879.8 (757.9 ) — 121.9 Financing Activities: Proceeds from long-term borrowings — 1,494.2 — — 1,494.2 Short-term debt—net 1,569.9 (2,176.1 ) 606.2 — — Financing fees — (16.0 ) — — (16.0 ) Dividends paid on common stock (181.3 ) (181.3 ) (181.3 ) 362.5 (181.4 ) Dividends to/from affiliates 181.3 181.2 — (362.5 ) — Distributions to noncontrolling interest — — (37.8 ) — (37.8 ) Purchases of treasury stock (1,591.2 ) — — — (1,591.2 ) Issuances of common stock under employee stock plans 12.0 — — — 12.0 Excess tax benefit from stock-based compensation 8.7 — — — 8.7 Other—net — (1.0 ) (42.0 ) — (43.0 ) Net cash (used in) provided by financing activities (0.6 ) (699.0 ) 345.1 — (354.5 ) Effect of exchange rate changes on cash and cash equivalents — — (3.9 ) — (3.9 ) Increase in cash and cash equivalents — 222.0 718.4 — 940.4 Cash and cash equivalents at beginning of period 0.1 20.4 1,690.3 — 1,710.8 Cash and cash equivalents at end of period $ 0.1 $ 242.4 $ 2,408.7 $ — $ 2,651.2 |
Background and Basis of Prese42
Background and Basis of Presentation (Details) $ / shares in Units, $ in Millions | Jul. 31, 2015USD ($)Manufacturing_complex | Jun. 17, 2015shares | Sep. 30, 2015USD ($)$ / shares | Sep. 30, 2015USD ($)$ / shares | Sep. 30, 2014USD ($)$ / shares | Dec. 31, 2014$ / shares |
Equity method investments | ||||||
Gain on remeasurement of GrowHow investment | $ 94.4 | $ 0 | ||||
Stock split, conversion ratio | 5 | |||||
Stock Issued During Period, Shares, Stock Splits | shares | 4 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Operating equity method investments | Point Lisas Nitrogen Limited (PLNL) | ||||||
Equity method investments | ||||||
Ownership interest (as a percent) | 50.00% | 50.00% | ||||
GrowHow Group UK Group Limited | ||||||
Equity method investments | ||||||
Business acquisition, percentage of voting interests acquired | 50.00% | |||||
Business combination, consideration transferred | $ 570.4 | |||||
Number of nitrogen complexes | Manufacturing_complex | 2 | |||||
Gain on remeasurement of GrowHow investment | $ 94.4 | $ 94.4 | ||||
Business combination, step acquisition, initial percentage ownership | 50.00% |
Background and Basis of Prese43
Background and Basis of Presentation (Details 2) $ in Billions | Mar. 17, 2014USD ($) |
Mosaic | Phosphate mining and manufacturing business | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal group, including discontinued operation, consideration | $ 1.4 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Narrative (Details) | Jul. 31, 2015USD ($) | Mar. 31, 2016USD ($)T | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2016USD ($) | Sep. 18, 2015USD ($) | Jun. 30, 2015 | Dec. 31, 2014USD ($) |
Business Acquisition [Line Items] | ||||||||||
Gain on remeasurement of GrowHow investment | $ 94,400,000 | $ 0 | ||||||||
Transaction costs | $ 37,400,000 | $ 0 | 37,400,000 | $ 0 | ||||||
Goodwill | 2,407,200,000 | 2,407,200,000 | $ 2,092,800,000 | |||||||
Ammonia storage joint venture | Operating equity method investments | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership interest (as a percent) | 50.00% | |||||||||
KEYTRADE AG | Non-operating equity method investments | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership interest (as a percent) | 50.00% | |||||||||
Tranche B Loans | Line of Credit | Bridge Loan | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Maximum borrowing capacity | $ 3,000,000,000 | |||||||||
GrowHow Group UK Group Limited | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business combination, pro forma information, revenue of acquiree since acquisition date | 83,700,000 | |||||||||
Business combination, pro forma information, earnings or loss of acquiree since acquisition date | 2,100,000 | |||||||||
Scenario, Forecast | OCI's Natgasoline Project | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership interest (as a percent) | 45.00% | |||||||||
Agreed upon purchase price for equity investment | $ 517,500,000 | |||||||||
Scenario, Forecast | Co-venturer | Strategic Venture and Supply Agreement with CHS Inc. | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Related party transaction, maximum annual granular urea eligible for purchase | T | 1,100,000 | |||||||||
Related transaction, maximum annual UAN eligible for purchase | T | 580,000 | |||||||||
Scenario, Forecast | CF Industries Nitrogen, LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Proceeds from divestiture of interest in consolidated subsidiaries | $ 2,800,000,000 | |||||||||
GrowHow Group UK Group Limited | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition, percentage of voting interests acquired | 50.00% | |||||||||
Business combination, consideration transferred | $ 570,400,000 | |||||||||
Gain on remeasurement of GrowHow investment | 94,400,000 | 94,400,000 | ||||||||
Business combination, step acquisition, initial percentage ownership | 50.00% | |||||||||
Transaction costs | 3,500,000 | 3,500,000 | ||||||||
Cash and equivalents | $ 18,800,000 | |||||||||
Receivables | 72,600,000 | |||||||||
Inventory | 65,800,000 | |||||||||
Goodwill | $ 328,400,000 | |||||||||
Business combination, pro forma information, revenue of acquiree since acquisition date | $ 83,700,000 | |||||||||
Business combination, pro forma information, earnings or loss of acquiree since acquisition date | $ 2,100,000 | |||||||||
Combination Agreement between Company and ENA Business | Scenario, Forecast | New CF | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Noncash or part noncash acquisition, debt assumed | 2,000,000,000 | |||||||||
Cash consideration expected to be paid upon stock-exchange transaction per definitive agreement | $ 700,000,000 | |||||||||
Business combination, consideration transferred, equity interests issued and issuable, percentage of fixed ownership | 25.60% | |||||||||
Combination Agreement between Company and ENA Business | Scenario, Forecast | New CF | Convertible Debt | Convertible Bonds 3.875% Due 2018 | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Interest rate (as a percent) | 3.875% |
Acquisition and Divestitures (D
Acquisition and Divestitures (Details) - USD ($) $ in Millions | Jul. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Goodwill | $ 2,407.2 | $ 2,092.8 | |
GrowHow Group UK Group Limited | |||
Business Acquisition [Line Items] | |||
Business combination, consideration transferred | $ 570.4 | ||
Fair value of 50% of equity interest already held by the Company | 570.4 | ||
Total fair value | 1,140.8 | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Current assets | 165.1 | ||
Property, plant and equipment—net | 898.1 | ||
Goodwill | 328.4 | ||
Other assets | 140 | ||
Total assets acquired | 1,531.6 | ||
Current liabilities | 73.6 | ||
Deferred tax liabilities—noncurrent | 128.8 | ||
Other liabilities | 188.4 | ||
Total liabilities assumed | 390.8 | ||
Total net assets acquired | $ 1,140.8 |
Acquisitions and Divestitures46
Acquisitions and Divestitures (Details 2) - GrowHow Group UK Group Limited - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | ||||
Net sales | $ 972.7 | $ 1,072.4 | $ 3,561.1 | $ 4,016.5 |
Net earnings attributable to common stockholders | $ 3.4 | $ 146.4 | $ 600.7 | $ 1,268.5 |
Acquisitions and Divestitures47
Acquisitions and Divestitures (Details 3) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Phosphate business disposition | |||||||
Gain on sale of phosphate business | $ 0 | $ 0 | $ 0 | $ 747.1 | |||
Operating equity method investments | Point Lisas Nitrogen Limited (PLNL) | |||||||
Phosphate business disposition | |||||||
Share of operating results | 50.00% | ||||||
Phosphate mining and manufacturing business | Mosaic | Purchase Agreement | |||||||
Phosphate business disposition | |||||||
Cash consideration received as per definitive agreement | $ 1,400 | ||||||
Gain on sale of phosphate business | $ 750.1 | $ 747.1 | |||||
After tax gain on sale of phosphate business | $ 462.8 | $ 461 |
Net Earnings Per Share (Details
Net Earnings Per Share (Details) $ / shares in Units, shares in Millions, $ in Millions | Jun. 17, 2015 | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($)$ / sharesshares | ||
Earnings Per Share [Abstract] | |||||||
Net earnings attributable to common stockholders | $ | $ 90.9 | $ 130.9 | $ 673.4 | $ 1,152 | |||
Basic earnings per common share(1): | |||||||
Weighted-average common shares outstanding | 233.1 | 248.4 | [1] | 236 | 259 | [1] | |
Net earnings attributable to common stockholders (in dollars per share) | $ / shares | $ 0.39 | $ 0.53 | [1] | $ 2.85 | $ 4.45 | [1] | |
Diluted earnings per common share(1): | |||||||
Weighted-average common shares outstanding | 233.1 | 248.4 | [1] | 236 | 259 | [1] | |
Dilutive common shares—stock options | 0.9 | 0.9 | 0.9 | 0.9 | |||
Diluted weighted-average shares outstanding | 234 | 249.3 | [1] | 236.9 | 259.9 | [1] | |
Net earnings attributable to common stockholders diluted (in dollars per share) | $ / shares | $ 0.39 | $ 0.52 | [1] | $ 2.84 | $ 4.43 | [1] | |
Stock split, conversion ratio | 5 | ||||||
[1] | Share and per share amounts have been retroactively restated for all prior periods presented to reflect the five-for-one split of the Company’s common stock effected in the form of a stock dividend that was distributed on June 17, 2015. |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 292.5 | $ 179.5 |
Raw materials, spare parts and supplies | 37.3 | 23.4 |
Total inventories | $ 329.8 | $ 202.9 |
Property, Plant and Equipment50
Property, Plant and Equipment-Net (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Property, Plant and Equipment-Net | |||
Gross property plant and equipment | $ 10,630.3 | $ 8,036.8 | |
Less: Accumulated depreciation and amortization | 2,690.7 | 2,511 | |
Net property, plant and equipment | 7,939.6 | 5,525.8 | |
Construction in progress expenditures incurred but not yet paid | 448.3 | 279 | |
Accrued expansion project costs | 407.2 | 244.3 | |
Land | |||
Property, Plant and Equipment-Net | |||
Gross property plant and equipment | 69 | 48.4 | |
Machinery and equipment | |||
Property, Plant and Equipment-Net | |||
Gross property plant and equipment | 6,348.3 | 5,268.7 | |
Changes in plant turnaround activity | |||
Balance at the beginning of the period | 153.2 | $ 119.8 | 119.8 |
Additions | 99.9 | 53.6 | |
Depreciation | (46.6) | (39.7) | |
Effect of exchange rate changes | (2.2) | (0.7) | |
Balance at the end of the period | 204.3 | $ 133 | 153.2 |
Buildings and improvements | |||
Property, Plant and Equipment-Net | |||
Gross property plant and equipment | 201.7 | 160.7 | |
Construction in progress | |||
Property, Plant and Equipment-Net | |||
Gross property plant and equipment | 4,011.3 | 2,559 | |
Capacity expansion project | |||
Property, Plant and Equipment-Net | |||
Gross property plant and equipment | $ 3,500 | $ 2,000 |
Goodwill and Other Intangible51
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Jul. 31, 2015 | |
Goodwill | ||
Goodwill, Beginning Balance | $ 2,092.8 | |
Goodwill related to acquisition of GrowHow | 328.4 | |
Effect of exchange rate changes | (14) | |
Goodwill, Ending Balance | 2,407.2 | |
GrowHow Group UK Group Limited | ||
Goodwill | ||
Business acquisition, percentage of voting interests acquired | 50.00% | |
Ammonia | ||
Goodwill | ||
Goodwill, Beginning Balance | 578.7 | |
Goodwill related to acquisition of GrowHow | 10 | |
Effect of exchange rate changes | (1.4) | |
Goodwill, Ending Balance | 587.3 | |
Granular Urea | ||
Goodwill | ||
Goodwill, Beginning Balance | 829.6 | |
Goodwill related to acquisition of GrowHow | 0 | |
Effect of exchange rate changes | (1.5) | |
Goodwill, Ending Balance | 828.1 | |
UAN | ||
Goodwill | ||
Goodwill, Beginning Balance | 577 | |
Goodwill related to acquisition of GrowHow | 0 | |
Effect of exchange rate changes | (1) | |
Goodwill, Ending Balance | 576 | |
AN | ||
Goodwill | ||
Goodwill, Beginning Balance | 68.9 | |
Goodwill related to acquisition of GrowHow | 276.6 | |
Effect of exchange rate changes | (8.9) | |
Goodwill, Ending Balance | 336.6 | |
Other | ||
Goodwill | ||
Goodwill, Beginning Balance | 38.6 | |
Goodwill related to acquisition of GrowHow | 41.8 | |
Effect of exchange rate changes | (1.2) | |
Goodwill, Ending Balance | $ 79.2 |
Goodwill and Other Intangible52
Goodwill and Other Intangible Assets (Details 2) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jul. 31, 2015 | Dec. 31, 2014 | |
Identifiable intangibles | ||||||
Gross Carrying Amount | $ 188.8 | $ 188.8 | $ 60 | |||
Accumulated Amortization | (26.4) | (26.4) | (18.2) | |||
Net | 162.4 | $ 162.4 | 41.8 | |||
Finite-lived intangible asset, useful life | 20 years | |||||
Amortization expense | 1.8 | $ 1 | $ 8.2 | $ 3 | ||
Total estimated amortization expense for the five succeeding fiscal years | ||||||
Remainder of 2015 | 2.3 | 2.3 | ||||
2,016 | 9.2 | 9.2 | ||||
2,017 | 9.2 | 9.2 | ||||
2,018 | 9.2 | 9.2 | ||||
2,019 | 9.2 | 9.2 | ||||
2,020 | 9.2 | 9.2 | ||||
GrowHow Group UK Group Limited | ||||||
Identifiable intangibles | ||||||
Business acquisition, percentage of voting interests acquired | 50.00% | |||||
Business combination, finite-lived intangibles | $ 133 | |||||
Customer relationships | ||||||
Identifiable intangibles | ||||||
Gross Carrying Amount | 141.9 | 141.9 | 50 | |||
Accumulated Amortization | (16.1) | (16.1) | (13.2) | |||
Net | 125.8 | 125.8 | 36.8 | |||
Trademarks | ||||||
Identifiable intangibles | ||||||
Gross Carrying Amount | 10 | 10 | 10 | |||
Accumulated Amortization | (10) | (10) | (5) | |||
Net | 0 | 0 | 5 | |||
Trade names | ||||||
Identifiable intangibles | ||||||
Gross Carrying Amount | 36.9 | 36.9 | 0 | |||
Accumulated Amortization | (0.3) | (0.3) | 0 | |||
Net | $ 36.6 | $ 36.6 | $ 0 |
Equity Method Investments (Deta
Equity Method Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Equity method investments | |||||
Investments in and advances to affiliates | $ 359.8 | $ 359.8 | $ 861.5 | ||
Summarized income statement information: | |||||
Equity in earnings of operating affiliates | 5.6 | $ 9.4 | 20 | $ 27.3 | |
Equity in earnings of non-operating affiliates—net of taxes | 92.9 | 10.6 | 72.3 | 15.8 | |
Operating equity method investments | |||||
Equity method investments | |||||
Investments in and advances to affiliates | 359.8 | 359.8 | 377.6 | ||
Operating equity method investments | Point Lisas Nitrogen Limited (PLNL) | |||||
Summarized income statement information: | |||||
Equity in earnings of operating affiliates | 5.6 | 7.9 | 18.8 | 23.6 | |
Operating equity method investments | Ammonia storage joint venture | |||||
Summarized income statement information: | |||||
Equity in earnings of operating affiliates | 0 | 1.5 | 1.2 | 3.7 | |
Non-operating equity method investments | |||||
Equity method investments | |||||
Investments in and advances to affiliates | 0 | 0 | $ 483.9 | ||
Non-operating equity method investments | GrowHow Group UK Group Limited | |||||
Summarized income statement information: | |||||
Equity in earnings of non-operating affiliates—net of taxes | 92.9 | 9 | 107.2 | 12.1 | |
Non-operating equity method investments | KEYTRADE AG | |||||
Summarized income statement information: | |||||
Equity in earnings of non-operating affiliates—net of taxes | $ 0 | $ 1.6 | $ (34.9) | $ 3.7 |
Equity Method Investments-Narra
Equity Method Investments-Narrative (Details) - USD ($) $ in Millions | Jul. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Equity method investments | |||||||
Investments in and advances to affiliates | $ 359.8 | $ 359.8 | $ 861.5 | ||||
Gain on remeasurement of GrowHow investment | (94.4) | $ 0 | |||||
Loss on sale of equity method investments | 42.8 | 0 | |||||
Operating equity method investments | |||||||
Equity method investments | |||||||
Investments in and advances to affiliates | 359.8 | 359.8 | 377.6 | ||||
Carrying value of investments in excess of the entity's share of the affiliates' book value | 281.6 | $ 281.6 | |||||
Operating equity method investments | Maximum | Property, plant and equipment | |||||||
Equity method investments | |||||||
Number of years that the increased basis for property, plant and equipment and identifiable intangibles will be amortized | 18 years | ||||||
Operating equity method investments | Maximum | Gas contract | |||||||
Equity method investments | |||||||
Number of years that the increased basis for property, plant and equipment and identifiable intangibles will be amortized | 8 years | ||||||
Non-operating equity method investments | |||||||
Equity method investments | |||||||
Investments in and advances to affiliates | $ 0 | $ 0 | $ 483.9 | ||||
Ammonia storage joint venture | Operating equity method investments | |||||||
Equity method investments | |||||||
Ownership interest (as a percent) | 50.00% | ||||||
KEYTRADE AG | Non-operating equity method investments | |||||||
Equity method investments | |||||||
Ownership interest (as a percent) | 50.00% | ||||||
Equity method investment, realized gain (loss) on disposal, net of tax | $ (29.2) | ||||||
Loss on sale of equity method investments | $ 40.1 | ||||||
Point Lisas Nitrogen Limited (PLNL) | Operating equity method investments | |||||||
Equity method investments | |||||||
Ownership interest (as a percent) | 50.00% | 50.00% | |||||
Obligation to purchase ammonia (as a percent) | 50% of the ammonia produced by PLNL | ||||||
Unrecorded unconditional purchase obligation, percent | 50.00% | ||||||
Purchases of ammonia from PLNL | $ 27.1 | $ 24.1 | $ 84.2 | $ 90.1 | |||
GrowHow Group UK Group Limited | |||||||
Equity method investments | |||||||
Business acquisition, percentage of voting interests acquired | 50.00% | ||||||
Business combination, step acquisition, initial percentage ownership | 50.00% | ||||||
Business combination, consideration transferred | $ 570.4 | ||||||
Gain on remeasurement of GrowHow investment | $ (94.4) | $ (94.4) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Investment | ||
Cash | $ 88.3 | $ 71.3 |
Cash equivalents: | ||
Cash and cash equivalents, adjusted cost | 943.2 | 1,996.6 |
Cash and cash equivalents, fair value disclosure | 943.2 | 1,996.6 |
Restricted Cash, adjusted cost | 25.9 | 86.1 |
Restricted Cash, Fair Value | 25.9 | 86.1 |
U.S. and Canadian government obligations | ||
Cash equivalents: | ||
Cash equivalents, adjusted cost | 829.9 | 1,916.3 |
Cash equivalents, fair value | 829.9 | 1,916.3 |
Other debt securities | ||
Cash equivalents: | ||
Cash equivalents, adjusted cost | 25 | 9 |
Cash equivalents, fair value | 25 | 9 |
Nonqualified employee benefit trusts | ||
Cash equivalents: | ||
Available-for-sale securities, adjusted cost | 18.1 | 17.4 |
Available-for-sale securities, gross unrealized gain | 1.5 | 2 |
Available-for-sale securities, fair value | $ 19.6 | $ 19.4 |
Fair Value Measurements (Deta56
Fair Value Measurements (Details 2) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Assets and liabilities measured at fair value on a recurring basis | ||
Restricted cash | $ 25.9 | $ 86.1 |
Long-term debt | 5,592.6 | 4,592.5 |
Fair value of long-term debt, including current portion | 5,694.6 | 4,969.3 |
Recurring basis | Quoted Prices in Active Markets (Level 1) | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Cash equivalents | 854.9 | 1,925.3 |
Restricted cash | 25.9 | 86.1 |
Derivative assets | 0 | 0 |
Nonqualified employee benefit trusts | 19.6 | 19.4 |
Derivative liabilities | 0 | 0 |
Recurring basis | Significant Other Observable Inputs (Level 2) | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Derivative assets | 3.2 | 0.5 |
Nonqualified employee benefit trusts | 0 | 0 |
Derivative liabilities | (121.6) | (48.4) |
Recurring basis | Fair Value, Inputs (Level 3) | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Derivative assets | 0 | 0 |
Nonqualified employee benefit trusts | 0 | 0 |
Derivative liabilities | 0 | 0 |
Recurring basis | Total Fair Value | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Cash equivalents | 854.9 | 1,925.3 |
Restricted cash | 25.9 | 86.1 |
Derivative assets | 3.2 | 0.5 |
Nonqualified employee benefit trusts | 19.6 | 19.4 |
Derivative liabilities | $ (121.6) | $ (48.4) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jul. 31, 2015 | |
Differences in the expected income tax provision based on statutory rates applied to earnings before income taxes and the income tax provision reflected in the consolidated statements of operations | ||||||
Income tax provision | $ 20.1 | $ 70.5 | $ 333.5 | $ 640.9 | ||
Pre-tax income | $ 24.6 | $ 200.5 | 959.3 | 1,810.8 | ||
Differences in the expected income tax provision based on statutory rates applied to earnings before income taxes and the income tax provision reflected in the consolidated statements of operations (as a percent) | ||||||
Effective income tax rate (as a percent) | 81.70% | 35.20% | ||||
Business Acquisition [Line Items] | ||||||
Gain on remeasurement of GrowHow investment | 94.4 | $ 0 | ||||
Gain loss on disposal of equity method investment applicable income taxes | $ 11.9 | |||||
Unrecognized tax benefits | $ 134.8 | 134.8 | ||||
Portion of unrecognized tax benefits, if recognized, would affect the effective tax rate | 96 | 96 | ||||
GrowHow Group UK Group Limited | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, step acquisition, initial percentage ownership | 50.00% | |||||
Gain on remeasurement of GrowHow investment | $ 94.4 | $ 94.4 |
Interest Expense (Details)
Interest Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Interest Expense [Abstract] | ||||
Interest on borrowings(1) | $ 64.8 | $ 63.5 | $ 191.8 | $ 174.9 |
Fees on financing agreements(1) | 8.5 | 2.3 | 12.3 | 8.2 |
Interest on tax liabilities | 0.6 | 0.6 | 1.6 | 2.5 |
Interest capitalized | (43.6) | (20) | (112.5) | (48.5) |
Interest expense | $ 30.3 | $ 46.4 | $ 93.2 | $ 137.1 |
Financing Agreements (Details)
Financing Agreements (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Sep. 24, 2015 | Dec. 31, 2014 |
Debt Instruments | |||
Long-term debt | $ 5,592.6 | $ 4,592.5 | |
Net long-term debt | 5,592.6 | 4,592.5 | |
CFI | |||
Debt Instruments | |||
Less: Current portion | 0 | 0 | |
CFI | Senior Notes | Unsecured senior notes 6.875% due 2018 | |||
Debt Instruments | |||
Long-term debt | $ 800 | $ 800 | |
Interest rate (as a percent) | 6.875% | 6.875% | |
CFI | Senior Notes | Unsecured senior notes 7.125% due 2020 | |||
Debt Instruments | |||
Long-term debt | $ 800 | $ 800 | |
Interest rate (as a percent) | 7.125% | 7.125% | |
CFI | Senior Notes | Senior notes 3.450% due 2023 | |||
Debt Instruments | |||
Long-term debt | $ 749.4 | $ 749.4 | |
Interest rate (as a percent) | 3.45% | 3.45% | |
CFI | Senior Notes | Senior notes 5.150% due 2034 | |||
Debt Instruments | |||
Long-term debt | $ 746.2 | $ 746.2 | |
Interest rate (as a percent) | 5.15% | 5.15% | |
CFI | Senior Notes | Senior notes 4.950% due 2043 | |||
Debt Instruments | |||
Long-term debt | $ 748.8 | $ 748.8 | |
Interest rate (as a percent) | 4.95% | 4.95% | |
CFI | Senior Notes | Senior notes 5.375% due 2044 | |||
Debt Instruments | |||
Long-term debt | $ 748.2 | $ 748.1 | |
Interest rate (as a percent) | 5.375% | 5.375% | |
CFI | Senior Notes | Senior Notes 4.490% Due October 15, 2022 | |||
Debt Instruments | |||
Long-term debt | $ 250 | $ 0 | |
Interest rate (as a percent) | 4.49% | 4.49% | |
CFI | Senior Notes | Senior Notes 4.93% Due October 15, 2025 | |||
Debt Instruments | |||
Long-term debt | $ 500 | 0 | |
Interest rate (as a percent) | 4.93% | 4.93% | |
CFI | Senior Notes | Senior Notes 5.03% Due October 15, 2027 | |||
Debt Instruments | |||
Long-term debt | $ 250 | $ 0 | |
Interest rate (as a percent) | 5.03% | 5.03% |
Financing Agreements Financing
Financing Agreements Financing Agreements - Narrative (Details) | Sep. 24, 2015USD ($) | Sep. 18, 2015USD ($) | Oct. 01, 2012GBP (£) | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015GBP (£) | Dec. 31, 2014USD ($) |
Financing agreements | ||||||||
Proceeds from long-term borrowings | $ 1,000,000,000 | $ 1,494,200,000 | ||||||
Bridge Credit Agreement | Line of Credit | Bridge Loan | ||||||||
Financing agreements | ||||||||
Maximum borrowing capacity | $ 4,000,000,000 | |||||||
Maturity period | 364 days | |||||||
Tranche A Loans | Line of Credit | Bridge Loan | ||||||||
Financing agreements | ||||||||
Maximum borrowing capacity | $ 1,000,000,000 | |||||||
Tranche B Loans | Line of Credit | Bridge Loan | ||||||||
Financing agreements | ||||||||
Maximum borrowing capacity | 3,000,000,000 | |||||||
Line of credit facility, capacity available for specific purpose | 1,300,000,000 | |||||||
CFI | Credit Agreement | ||||||||
Financing agreements | ||||||||
Maximum borrowing capacity | $ 2,000,000,000 | |||||||
Variable interest base rate | applicable margin over the applicable euro currency rate or a base rate | |||||||
Available credit | $ 1,995,100,000 | $ 1,995,100,000 | ||||||
Outstanding letters of credit | 4,900,000 | 4,900,000 | ||||||
Amount outstanding | 0 | 0 | $ 0 | |||||
Line of credit facility, maximum amount outstanding during period | $ 367,000,000 | $ 367,000,000 | ||||||
Debt instrument, weighted average interest rate for borrowings during period | 1.47% | 1.47% | ||||||
CFI | Private Placement Senior Notes | Senior Notes | ||||||||
Financing agreements | ||||||||
Proceeds from long-term borrowings | $ 1,000,000,000 | |||||||
Redemption price of debt as percentage of principal amount | 100.00% | |||||||
Debt instrument, percentage of principal required for payment of outstanding debt in full | 50.00% | |||||||
CFI | Private Placement Senior Notes | Senior Notes | Minimum | ||||||||
Financing agreements | ||||||||
Debt instrument, redemption price, percentage of principal amount redeemed | 5.00% | |||||||
CFI | Private Placement Senior Notes | Senior Notes | Maximum | ||||||||
Financing agreements | ||||||||
Debt instrument, redemption price, percentage of principal amount redeemed | 100.00% | |||||||
CFI | Senior Notes 4.490% Due October 15, 2022 | Senior Notes | ||||||||
Financing agreements | ||||||||
Debt instrument, face amount | $ 250,000,000 | |||||||
Interest rate (as a percent) | 4.49% | 4.49% | 4.49% | 4.49% | ||||
CFI | Senior Notes 4.93% Due October 15, 2025 | Senior Notes | ||||||||
Financing agreements | ||||||||
Debt instrument, face amount | $ 500,000,000 | |||||||
Interest rate (as a percent) | 4.93% | 4.93% | 4.93% | 4.93% | ||||
CFI | Senior Notes 5.03% Due October 15, 2027 | Senior Notes | ||||||||
Financing agreements | ||||||||
Debt instrument, face amount | $ 250,000,000 | |||||||
Interest rate (as a percent) | 5.03% | 5.03% | 5.03% | 5.03% | ||||
CFI | Public Senior Notes | Senior Notes | ||||||||
Financing agreements | ||||||||
Redemption price of debt as percentage of principal amount | 101.00% | |||||||
GrowHow Group UK Group Limited | GrowHow Credit Agreement | Revolving Credit Facility | ||||||||
Financing agreements | ||||||||
Maximum borrowing capacity | £ | £ 40,000,000 | |||||||
Available credit | £ | £ 40,000,000 | |||||||
Amount outstanding | £ | £ 0 | |||||||
Maturity period | 5 years | |||||||
Debt instrument, basis spread on variable rate | 1.60% |
Derivative Financial Instrume61
Derivative Financial Instruments (Details) € in Millions, MMBTU in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015USD ($)MMBTU | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)MMBTU | Sep. 30, 2014USD ($) | Sep. 30, 2015EUR (€)MMBTU | Dec. 31, 2014USD ($)MMBTU | Dec. 31, 2014EUR (€)MMBTU | |
Fair values of derivatives on consolidated balance sheets | |||||||
Open derivative contracts for natural gas (in MMBtus) | MMBTU | 482.5 | 482.5 | 482.5 | 58.7 | 58.7 | ||
Percentage of natural gas consumption covered by derivatives | 62.00% | ||||||
Derivative, net liability position, aggregate fair value | $ 119,200,000 | $ 119,200,000 | $ 47,100,000 | ||||
Cash collateral on deposit with derivative counterparties | 0 | 0 | 0 | ||||
Derivatives not designated as cash flow hedges | |||||||
Fair values of derivatives on consolidated balance sheets | |||||||
Cash collateral on deposit with derivative counterparties | 0 | 0 | $ 0 | ||||
Unrealized gain (loss) on derivatives | (112,700,000) | $ (15,500,000) | (62,800,000) | $ (79,900,000) | |||
Gain (loss) on sale of derivatives | (16,200,000) | (20,100,000) | (75,300,000) | 77,400,000 | |||
Net of tax | (128,900,000) | (35,600,000) | (138,100,000) | (2,500,000) | |||
Derivatives not designated as cash flow hedges | Natural gas derivatives | Cost of Sales | |||||||
Fair values of derivatives on consolidated balance sheets | |||||||
Unrealized gain (loss) on derivatives | (125,900,000) | 12,100,000 | (78,800,000) | (39,100,000) | |||
Derivatives not designated as cash flow hedges | Foreign exchange contracts | |||||||
Fair values of derivatives on consolidated balance sheets | |||||||
Notional amount of derivative | 0 | 0 | € 99 | € 209 | |||
Derivatives not designated as cash flow hedges | Foreign exchange contracts | Other operating - net | |||||||
Fair values of derivatives on consolidated balance sheets | |||||||
Unrealized gain (loss) on derivatives | $ 13,200,000 | $ (27,600,000) | 16,000,000 | $ (40,800,000) | |||
Derivatives designated as cash flow hedges | Foreign exchange contracts | |||||||
Fair values of derivatives on consolidated balance sheets | |||||||
Unrealized gain (loss) on cash flow hedges, pretax, in AOCI | $ 7,400,000 |
Derivative Financial Instrume62
Derivative Financial Instruments (Details 2) - Derivatives not designated as cash flow hedges - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Fair values of derivatives on consolidated balance sheets | ||
Other current assets | $ 1.3 | $ 0.5 |
Other assets | 1.9 | 0 |
Asset Derivative | 3.2 | 0.5 |
Other current liabilities | (62.1) | (48.4) |
Other liabilities | (59.5) | 0 |
Liability derivative | (121.6) | (48.4) |
Foreign exchange contracts | ||
Fair values of derivatives on consolidated balance sheets | ||
Other current assets | 0.5 | 0 |
Other assets | 0 | 0 |
Other current liabilities | (6.8) | (22.4) |
Other liabilities | 0 | 0 |
Natural gas derivatives | ||
Fair values of derivatives on consolidated balance sheets | ||
Other current assets | 0.8 | 0.5 |
Other assets | 1.9 | 0 |
Other current liabilities | (55.3) | (26) |
Other liabilities | $ (59.5) | $ 0 |
Derivative Financial Instrume63
Derivative Financial Instruments (Details 3) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Gross amounts not offset in consolidated balance sheets | ||
Cash collateral on deposit with derivative counterparties | $ 0 | $ 0 |
Derivatives not designated as cash flow hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative assets | 3,200,000 | 500,000 |
Derivative Liability | 121,600,000 | 48,400,000 |
Gross and net amounts presented in consolidated balance sheets, net assets | (118,400,000) | (47,900,000) |
Gross amounts not offset in consolidated balance sheets | ||
Derivative, collateral, obligation to return securities | 3,200,000 | 500,000 |
Derivative liability, not subject to master netting arrangement deduction | 3,200,000 | 500,000 |
Net derivative (asset) liability, not subject to master netting arrangement deduction | 0 | 0 |
Derivative, collateral, obligation to return cash | 0 | 0 |
Cash collateral on deposit with derivative counterparties | 0 | 0 |
Derivative, collateral, obligation to return cash (right to reclaim cash) | 0 | 0 |
Derivative asset, fair value, offset against collateral, net of not subject to master netting arrangement, policy election | 0 | 0 |
Derivative liability, fair value, offset against collateral, net of not subject to master netting arrangement, policy election | 118,400,000 | 47,900,000 |
Net derivative asset (liability), fair value, offset against collateral, net of not subject to master netting arrangement, policy election | $ (118,400,000) | $ (47,900,000) |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) - TNCLP - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Noncontrolling interest | ||
Percentage of aggregate ownership held by entity through general and limited partnership | 75.30% | |
Percentage of ownership interest held by outside investors | 24.70% | |
Earnings attributable to general partnership interest in excess of the threshold levels | $ 83.1 | $ 102.7 |
Average trading days for which purchase price is greater | 20 days | |
Number of days before announcing purchase price | 5 days | |
Period within which highest price is paid for any unit preceding the date of purchase is announced | 90 days | |
Minimum | ||
Noncontrolling interest | ||
Notice period for making decision to purchase the outstanding units | 30 days | |
Maximum | ||
Noncontrolling interest | ||
Percentage of ownership allowing majority owner to acquire outstanding units | 25.00% | |
Notice period for making decision to purchase the outstanding units | 60 days |
Noncontrolling Interests (Det65
Noncontrolling Interests (Details 2) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Noncontrolling interest | ||||
Beginning balance | $ 362.8 | |||
Earnings attributable to noncontrolling interest | $ 6.5 | $ 9.7 | 24.7 | $ 33.7 |
Declaration of distributions payable | (32) | (37.8) | ||
Ending balance | 355.5 | 355.5 | ||
TNCLP | ||||
Noncontrolling interest | ||||
Beginning balance | 362.8 | 362.3 | ||
Earnings attributable to noncontrolling interest | 24.7 | 33.7 | ||
Declaration of distributions payable | (32) | (37.8) | ||
Ending balance | 355.5 | 358.2 | 355.5 | 358.2 |
Distributions payable to noncontrolling interest: | ||||
Beginning balance | 0 | 0 | ||
Declaration of distributions payable | 32 | 37.8 | ||
Distributions to noncontrolling interest | (32) | (37.8) | ||
Ending balance | $ 0 | $ 0 | $ 0 | $ 0 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Changes to accumulated other comprehensive income (loss) | ||
Balance at the beginning of the period | $ (159.8) | $ (42.6) |
Unrealized gain (loss) | (0.5) | 1 |
Gain (loss) arising during period | (3.6) | 6.2 |
Reclassification to earnings | 4.6 | (1.5) |
Effect of exchange rate changes and deferred taxes | (101.5) | (35.5) |
Balance at the end of the period | (213.6) | (72.4) |
GrowHow Group UK Group Limited | ||
Changes to accumulated other comprehensive income (loss) | ||
Reclassification to earnings | 47.2 | |
Foreign Currency Translation Adjustment | ||
Changes to accumulated other comprehensive income (loss) | ||
Balance at the beginning of the period | (40.5) | 31.9 |
Effect of exchange rate changes and deferred taxes | (109.1) | (38.3) |
Balance at the end of the period | (140.6) | (6.4) |
Foreign Currency Translation Adjustment | GrowHow Group UK Group Limited | ||
Changes to accumulated other comprehensive income (loss) | ||
Reclassification to earnings | 9 | |
Unrealized Gain (Loss) on Securities | ||
Changes to accumulated other comprehensive income (loss) | ||
Balance at the beginning of the period | 0.8 | 0.6 |
Unrealized gain (loss) | (0.5) | 1 |
Reclassification to earnings | 0.1 | 0 |
Effect of exchange rate changes and deferred taxes | 0 | (0.3) |
Balance at the end of the period | 0.4 | 1.3 |
Unrealized Gain (Loss) on Derivatives | ||
Changes to accumulated other comprehensive income (loss) | ||
Balance at the beginning of the period | 4.7 | 6.5 |
Unrealized gain (loss) | 0 | 0 |
Reclassification to earnings | 0 | (2.8) |
Effect of exchange rate changes and deferred taxes | 0 | 1 |
Balance at the end of the period | 4.7 | 4.7 |
Defined Benefit Plans | ||
Changes to accumulated other comprehensive income (loss) | ||
Balance at the beginning of the period | (124.8) | (81.6) |
Gain (loss) arising during period | (3.6) | 6.2 |
Reclassification to earnings | 4.5 | 1.3 |
Effect of exchange rate changes and deferred taxes | 7.6 | 2.1 |
Balance at the end of the period | (78.1) | $ (72) |
Defined Benefit Plans | GrowHow Group UK Group Limited | ||
Changes to accumulated other comprehensive income (loss) | ||
Reclassification to earnings | $ 38.2 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jul. 31, 2015 | |
Reclassification out of AOCI | |||||
GrowHow equity method investment remeasurement | $ 92.9 | $ 10.6 | $ 72.3 | $ 15.8 | |
Interest income, other | 0.6 | 0.2 | 1.2 | 0.7 | |
Reclassification to earnings | 4.6 | (1.5) | |||
Tax effect | (20.1) | (70.5) | (333.5) | (640.9) | |
Net earnings | 97.4 | 140.6 | 698.1 | 1,185.7 | |
Unrealized Gain (Loss) on Securities | |||||
Reclassification out of AOCI | |||||
Reclassification to earnings | 0.1 | 0 | |||
Unrealized Gain (Loss) on Derivatives | |||||
Reclassification out of AOCI | |||||
Reclassification to earnings | 0 | (2.8) | |||
Defined Benefit Plans | |||||
Reclassification out of AOCI | |||||
Reclassification to earnings | 4.5 | 1.3 | |||
Amount Reclassified from AOCI | |||||
Reclassification out of AOCI | |||||
Net earnings | 48 | (1.5) | 49.9 | (0.9) | |
Amount Reclassified from AOCI | Foreign Currency Translation Adjustment | |||||
Reclassification out of AOCI | |||||
GrowHow equity method investment remeasurement | 9 | 0 | 9 | 0 | |
Total before tax | 9 | 0 | 9 | 0 | |
Tax effect | 0 | 0 | 0 | 0 | |
Net earnings | 9 | 0 | 9 | 0 | |
Amount Reclassified from AOCI | Unrealized Gain (Loss) on Securities | |||||
Reclassification out of AOCI | |||||
Interest income, other | 0.2 | 0 | 0.1 | 0 | |
Total before tax | 0.2 | 0 | 0.1 | 0 | |
Tax effect | 0 | 0 | 0 | ||
Net earnings | 0.2 | 0 | 0.1 | 0 | |
Amount Reclassified from AOCI | Unrealized Gain (Loss) on Derivatives | |||||
Reclassification out of AOCI | |||||
Reclassification of de-designated hedges | 0 | (2.8) | 0 | (2.8) | |
Total before tax | 0 | (2.8) | 0 | (2.8) | |
Tax effect | 0 | 1 | 0 | 1 | |
Net earnings | 0 | (1.8) | 0 | (1.8) | |
Amount Reclassified from AOCI | Defined Benefit Plans | |||||
Reclassification out of AOCI | |||||
Amortization of prior service cost | (0.3) | (0.2) | (0.8) | (0.5) | |
Reclassification to earnings | 38.2 | 0 | 38.2 | 0 | |
Amortization of net loss | 1.7 | 0.6 | 5.3 | 1.8 | |
Total before tax | 39.6 | 0.4 | 42.7 | 1.3 | |
Tax effect | (0.8) | (0.1) | (1.9) | (0.4) | |
Net earnings | $ 38.8 | $ 0.3 | 40.8 | $ 0.9 | |
GrowHow Group UK Group Limited | |||||
Reclassification out of AOCI | |||||
Reclassification to earnings | 47.2 | ||||
Business combination, step acquisition, initial percentage ownership | 50.00% | ||||
GrowHow Group UK Group Limited | Foreign Currency Translation Adjustment | |||||
Reclassification out of AOCI | |||||
Reclassification to earnings | 9 | ||||
GrowHow Group UK Group Limited | Defined Benefit Plans | |||||
Reclassification out of AOCI | |||||
Reclassification to earnings | $ 38.2 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) | Jun. 17, 2015 | Sep. 30, 2015USD ($)shares | Jun. 30, 2015USD ($)shares | Mar. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Jun. 30, 2014USD ($)shares | Mar. 31, 2014USD ($)shares | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($)shares | Dec. 31, 2014USD ($)shares | Aug. 06, 2014USD ($) | Sep. 30, 2012USD ($) | |||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||||
Stock split, conversion ratio | 5 | ||||||||||||||
Stock Repurchase Program [Roll Forward] | |||||||||||||||
Beginning balance of treasury stock (in dollars) | [1] | $ 222,200,000 | $ 222,200,000 | ||||||||||||
Purchase of treasury stock (in dollars) | 527,200,000 | $ 1,550,800,000 | |||||||||||||
Ending balance of treasury stock (in dollars) | $ 152,700,000 | $ 222,200,000 | [1] | 152,700,000 | $ 222,200,000 | [1] | |||||||||
Stock repurchase accrued but unpaid | $ 0 | $ 29,100,000 | $ 0 | $ 29,100,000 | |||||||||||
Treasury stock, shares, retired | shares | 10,700,000 | 23,500,000 | |||||||||||||
Treasury stock, shares | shares | 2,411,839 | 4,231,090 | 2,411,839 | 4,231,090 | |||||||||||
2014 Program | |||||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||||
Share repurchase authorized | $ 1,000,000,000 | ||||||||||||||
Stock Repurchase Program [Roll Forward] | |||||||||||||||
Beginning balance of accumulated number of shares repurchased (in shares) | shares | 7,000,000 | 7,000,000 | |||||||||||||
Number of shares repurchased (in shares) | shares | 300,000 | 4,500,000 | 4,100,000 | 7,000,000 | 8,900,000 | 7,000,000 | |||||||||
Ending balance of accumulated number of shares repurchased (in shares) | shares | 15,900,000 | 7,000,000 | 15,900,000 | 7,000,000 | |||||||||||
Beginning balance of treasury stock (in dollars) | $ 372,800,000 | $ 372,800,000 | |||||||||||||
Purchase of treasury stock (in dollars) | $ 22,500,000 | $ 268,100,000 | $ 236,600,000 | $ 372,800,000 | 527,200,000 | $ 372,800,000 | |||||||||
Ending balance of treasury stock (in dollars) | $ 900,000,000 | $ 372,800,000 | $ 900,000,000 | $ 372,800,000 | |||||||||||
2012 Program | |||||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||||
Share repurchase authorized | $ 3,000,000,000 | ||||||||||||||
Stock Repurchase Program [Roll Forward] | |||||||||||||||
Beginning balance of accumulated number of shares repurchased (in shares) | shares | 68,100,000 | 36,700,000 | 68,100,000 | 36,700,000 | 36,700,000 | ||||||||||
Number of shares repurchased (in shares) | shares | 15,400,000 | 16,000,000 | 31,400,000 | ||||||||||||
Ending balance of accumulated number of shares repurchased (in shares) | shares | 68,100,000 | 68,100,000 | |||||||||||||
Beginning balance of treasury stock (in dollars) | $ 3,000,000,000 | $ 1,449,300,000 | $ 3,000,000,000 | $ 1,449,300,000 | $ 1,449,300,000 | ||||||||||
Purchase of treasury stock (in dollars) | $ 756,800,000 | $ 793,900,000 | 1,550,700,000 | ||||||||||||
Ending balance of treasury stock (in dollars) | $ 3,000,000,000 | $ 3,000,000,000 | |||||||||||||
[1] | December 31, 2014 amounts have been retroactively restated to reflect the five-for-one split of the Company’s common stock effected in the form of a stock dividend that was distributed on June 17, 2015. |
Contingencies (Details)
Contingencies (Details) - Pending Litigation | Apr. 17, 2015Insurance_companyPeoplePlaintiffEntity | Apr. 17, 2013People | Sep. 30, 2015Litigation_case |
Loss Contingencies [Line Items] | |||
Number of people killed | 15 | ||
Number of people injured | 200 | ||
Number of plaintiffs | Plaintiff | 400 | ||
Number of entities that filed claims | Entity | 9 | ||
Number of people that filed claims | 325 | ||
Number of insurance companies that filed claims | Insurance_company | 80 | ||
Number of litigation cases scheduled for trial | Litigation_case | 3 |
Segment Disclosures (Details)
Segment Disclosures (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jul. 31, 2015 | |
Segment data | |||||
Net sales | $ 927.4 | $ 921.4 | $ 3,192.5 | $ 3,526.7 | |
Cost of sales | 762.4 | 620.3 | 1,925.8 | 2,192.5 | |
Gross margin | 165 | 301.1 | 1,266.7 | 1,334.2 | |
Total other operating costs and expenses | 112.1 | 63.9 | 230.7 | 160.9 | |
Gain on sale of phosphate business | 0 | 0 | 0 | 747.1 | |
Equity in earnings of operating affiliates | 5.6 | 9.4 | 20 | 27.3 | |
Operating earnings | 58.5 | 246.6 | 1,056 | 1,947.7 | |
Ammonia | |||||
Segment data | |||||
Net sales | 260.9 | 232.1 | 1,147.6 | 1,109.3 | |
Cost of sales | 206.7 | 168.6 | 634.5 | 693.1 | |
Gross margin | 54.2 | 63.5 | 513.1 | 416.2 | |
Granular Urea | |||||
Segment data | |||||
Net sales | 170.7 | 199.6 | 593.9 | 683.4 | |
Cost of sales | 131.8 | 120.7 | 324.3 | 378.1 | |
Gross margin | 38.9 | 78.9 | 269.6 | 305.3 | |
UAN | |||||
Segment data | |||||
Net sales | 349.3 | 392.9 | 1,112.4 | 1,249.3 | |
Cost of sales | 276.5 | 257.2 | 678.3 | 730.2 | |
Gross margin | 72.8 | 135.7 | 434.1 | 519.1 | |
AN | |||||
Segment data | |||||
Net sales | 79.5 | 54.9 | 178.9 | 187 | |
Cost of sales | 96.7 | 46 | 179.1 | 140.3 | |
Gross margin | (17.2) | 8.9 | (0.2) | 46.7 | |
Other | |||||
Segment data | |||||
Net sales | 67 | 41.9 | 159.7 | 129.3 | |
Cost of sales | 50.7 | 27.8 | 109.6 | 92.5 | |
Gross margin | 16.3 | 14.1 | 50.1 | 36.8 | |
Phosphate | |||||
Segment data | |||||
Net sales | 0 | 0 | 0 | 168.4 | |
Cost of sales | 0 | 0 | 0 | 158.3 | |
Gross margin | $ 0 | 0 | $ 0 | 10.1 | |
Operating equity method investments | Point Lisas Nitrogen Limited (PLNL) | |||||
Segment Reporting [Abstract] | |||||
Ownership interest (as a percent) | 50.00% | 50.00% | |||
Segment data | |||||
Equity in earnings of operating affiliates | $ 5.6 | $ 7.9 | $ 18.8 | $ 23.6 | |
GrowHow Group UK Group Limited | |||||
Segment Reporting [Abstract] | |||||
Business acquisition, percentage of voting interests acquired | 50.00% |
Condensed Consolidating Finan71
Condensed Consolidating Financial Statements (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Condensed, Consolidating Statement of Operations | ||||
Net sales | $ 927.4 | $ 921.4 | $ 3,192.5 | $ 3,526.7 |
Cost of sales | 762.4 | 620.3 | 1,925.8 | 2,192.5 |
Gross margin | 165 | 301.1 | 1,266.7 | 1,334.2 |
Selling, general and administrative expenses | 41.6 | 38.2 | 119.6 | 119.4 |
Transaction costs | 37.4 | 0 | 37.4 | 0 |
Other operating—net | 33.1 | 25.7 | 73.7 | 41.5 |
Total other operating costs and expenses | 112.1 | 63.9 | 230.7 | 160.9 |
Gain on sale of phosphate business | 0 | 0 | 0 | 747.1 |
Equity in earnings of operating affiliates | 5.6 | 9.4 | 20 | 27.3 |
Operating earnings | 58.5 | 246.6 | 1,056 | 1,947.7 |
Interest expense | 30.3 | 46.4 | 93.2 | 137.1 |
Interest income | (0.6) | (0.2) | (1.2) | (0.7) |
Net (earnings) of wholly-owned subsidiaries | 0 | |||
Other non-operating—net | 4.2 | (0.1) | 4.7 | 0.5 |
Earnings before income taxes and equity in earnings of non-operating affiliates | 24.6 | 200.5 | 959.3 | 1,810.8 |
Income tax (benefit) provision | 20.1 | 70.5 | 333.5 | 640.9 |
Equity in earnings of non-operating affiliates—net of taxes | 92.9 | 10.6 | 72.3 | 15.8 |
Net earnings | 97.4 | 140.6 | 698.1 | 1,185.7 |
Less: Net earnings attributable to noncontrolling interest | 6.5 | 9.7 | 24.7 | 33.7 |
Net earnings attributable to common stockholders | 90.9 | 130.9 | 673.4 | 1,152 |
Reportable legal entities | Parent | ||||
Condensed, Consolidating Statement of Operations | ||||
Selling, general and administrative expenses | 0 | 0.6 | 2.3 | 2.2 |
Transaction costs | 29.6 | 29.6 | ||
Other operating—net | 0 | (0.1) | 0 | (0.1) |
Total other operating costs and expenses | 29.6 | 0.5 | 31.9 | 2.1 |
Operating earnings | (29.6) | (0.5) | (31.9) | (2.1) |
Net (earnings) of wholly-owned subsidiaries | (109.5) | (131.2) | (693.4) | (1,153.3) |
Other non-operating—net | 0 | 0 | (0.1) | (0.1) |
Earnings before income taxes and equity in earnings of non-operating affiliates | 79.9 | 130.7 | 661.6 | 1,151.3 |
Income tax (benefit) provision | (11) | (0.2) | (11.8) | (0.7) |
Net earnings | 90.9 | 130.9 | 673.4 | 1,152 |
Net earnings attributable to common stockholders | 90.9 | 130.9 | 673.4 | 1,152 |
Reportable legal entities | CFI | ||||
Condensed, Consolidating Statement of Operations | ||||
Net sales | 77.5 | 106.5 | 269.4 | 574.2 |
Cost of sales | 84.2 | 106.5 | 276.1 | 390.5 |
Gross margin | (6.7) | 0 | (6.7) | 183.7 |
Selling, general and administrative expenses | 2.6 | 8.4 | 3.5 | 10.1 |
Other operating—net | (3) | (3.2) | (8.6) | (3.5) |
Total other operating costs and expenses | (0.4) | 5.2 | (5.1) | 6.6 |
Gain on sale of phosphate business | 761.5 | |||
Equity in earnings of operating affiliates | 0 | |||
Operating earnings | (6.3) | (5.2) | (1.6) | 938.6 |
Interest expense | 73.8 | 65.8 | 204.6 | 181.1 |
Interest income | (22.2) | (0.1) | (36.8) | (0.3) |
Net (earnings) of wholly-owned subsidiaries | (142.6) | (178.1) | (799.6) | (686) |
Other non-operating—net | 0 | 0 | 0 | 0 |
Earnings before income taxes and equity in earnings of non-operating affiliates | 84.7 | 107.2 | 630.2 | 1,443.8 |
Income tax (benefit) provision | (24.8) | (24) | (63.2) | 290.4 |
Equity in earnings of non-operating affiliates—net of taxes | 0 | 0 | 0 | (0.1) |
Net earnings | 109.5 | 131.2 | 693.4 | 1,153.3 |
Net earnings attributable to common stockholders | 109.5 | 131.2 | 693.4 | 1,153.3 |
Reportable legal entities | Other Subsidiaries | ||||
Condensed, Consolidating Statement of Operations | ||||
Net sales | 983.2 | 987.7 | 3,380 | 3,764.5 |
Cost of sales | 811.5 | 686.6 | 2,106.6 | 2,614 |
Gross margin | 171.7 | 301.1 | 1,273.4 | 1,150.5 |
Selling, general and administrative expenses | 39 | 29.2 | 113.8 | 107.1 |
Transaction costs | 7.8 | 7.8 | ||
Other operating—net | 36.1 | 29 | 82.3 | 45.1 |
Total other operating costs and expenses | 82.9 | 58.2 | 203.9 | 152.2 |
Gain on sale of phosphate business | (14.4) | |||
Equity in earnings of operating affiliates | 5.6 | 9.4 | 20 | 27.3 |
Operating earnings | 94.4 | 252.3 | 1,089.5 | 1,011.2 |
Interest expense | (20.8) | (19.4) | (74.1) | (43.8) |
Interest income | (1.1) | (0.1) | (1.7) | (0.6) |
Other non-operating—net | 4.2 | (0.1) | 4.8 | 0.6 |
Earnings before income taxes and equity in earnings of non-operating affiliates | 112.1 | 271.9 | 1,160.5 | 1,055 |
Income tax (benefit) provision | 55.9 | 94.7 | 408.5 | 351.2 |
Equity in earnings of non-operating affiliates—net of taxes | 92.9 | 10.6 | 72.3 | 15.9 |
Net earnings | 149.1 | 187.8 | 824.3 | 719.7 |
Less: Net earnings attributable to noncontrolling interest | 6.5 | 9.7 | 24.7 | 33.7 |
Net earnings attributable to common stockholders | 142.6 | 178.1 | 799.6 | 686 |
Eliminations | ||||
Condensed, Consolidating Statement of Operations | ||||
Net sales | (133.3) | (172.8) | (456.9) | (812) |
Cost of sales | (133.3) | (172.8) | (456.9) | (812) |
Gross margin | 0 | 0 | 0 | |
Selling, general and administrative expenses | 0 | 0 | ||
Total other operating costs and expenses | 0 | 0 | ||
Operating earnings | 0 | 0 | ||
Interest expense | (22.7) | 0 | (37.3) | (0.2) |
Interest income | 22.7 | 0 | 37.3 | 0.2 |
Net (earnings) of wholly-owned subsidiaries | 252.1 | 309.3 | 1,493 | 1,839.3 |
Earnings before income taxes and equity in earnings of non-operating affiliates | (252.1) | (309.3) | (1,493) | (1,839.3) |
Net earnings | (252.1) | (309.3) | (1,493) | (1,839.3) |
Less: Net earnings attributable to noncontrolling interest | 0 | 0 | ||
Net earnings attributable to common stockholders | $ (252.1) | $ (309.3) | $ (1,493) | $ (1,839.3) |
Condensed Consolidating Finan72
Condensed Consolidating Financial Statements (Details 2) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Condensed, Consolidating Statement of Comprehensive Income | ||||
Net earnings | $ 97.4 | $ 140.6 | $ 698.1 | $ 1,185.7 |
Other comprehensive income (losses) | (7.8) | (50) | (53.8) | (29.8) |
Comprehensive income | 89.6 | 90.6 | 644.3 | 1,155.9 |
Less: Comprehensive income attributable to noncontrolling interest | 6.5 | 9.7 | 24.7 | 33.7 |
Comprehensive income attributable to common stockholders | 83.1 | 80.9 | 619.6 | 1,122.2 |
Reportable legal entities | Parent | ||||
Condensed, Consolidating Statement of Comprehensive Income | ||||
Net earnings | 90.9 | 130.9 | 673.4 | 1,152 |
Other comprehensive income (losses) | (7.8) | (50) | (53.8) | (29.8) |
Comprehensive income | 83.1 | 80.9 | 619.6 | 1,122.2 |
Comprehensive income attributable to common stockholders | 83.1 | 80.9 | 619.6 | 1,122.2 |
Reportable legal entities | CFI | ||||
Condensed, Consolidating Statement of Comprehensive Income | ||||
Net earnings | 109.5 | 131.2 | 693.4 | 1,153.3 |
Other comprehensive income (losses) | (7.8) | (50) | (53.8) | (29.8) |
Comprehensive income | 101.7 | 81.2 | 639.6 | 1,123.5 |
Comprehensive income attributable to common stockholders | 101.7 | 81.2 | 639.6 | 1,123.5 |
Reportable legal entities | Other Subsidiaries | ||||
Condensed, Consolidating Statement of Comprehensive Income | ||||
Net earnings | 149.1 | 187.8 | 824.3 | 719.7 |
Other comprehensive income (losses) | (7.8) | (50.2) | (52.9) | (30) |
Comprehensive income | 141.3 | 137.6 | 771.4 | 689.7 |
Less: Comprehensive income attributable to noncontrolling interest | 6.5 | 9.7 | 24.7 | 33.7 |
Comprehensive income attributable to common stockholders | 134.8 | 127.9 | 746.7 | 656 |
Eliminations | ||||
Condensed, Consolidating Statement of Comprehensive Income | ||||
Net earnings | (252.1) | (309.3) | (1,493) | (1,839.3) |
Other comprehensive income (losses) | 15.6 | 100.2 | 106.7 | 59.8 |
Comprehensive income | (236.5) | (209.1) | (1,386.3) | (1,779.5) |
Less: Comprehensive income attributable to noncontrolling interest | 0 | 0 | ||
Comprehensive income attributable to common stockholders | $ (236.5) | $ (209.1) | $ (1,386.3) | $ (1,779.5) |
Condensed Consolidating Finan73
Condensed Consolidating Financial Statements (Details 3) $ in Millions | Jun. 17, 2015 | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2013USD ($) | |
Current assets: | ||||||
Cash and cash equivalents | $ 943.2 | $ 1,996.6 | $ 2,651.2 | $ 1,710.8 | ||
Restricted cash | 25.9 | 86.1 | ||||
Accounts and notes receivable—net | 251.9 | 191.5 | ||||
Inventories | 329.8 | 202.9 | ||||
Deferred income taxes | 67.8 | 84 | ||||
Prepaid income taxes | 111 | 34.8 | ||||
Other current assets | 34.6 | 18.6 | ||||
Total current assets | 1,764.2 | 2,614.5 | ||||
Property, plant and equipment—net | 7,939.6 | 5,525.8 | ||||
Investments in and advances to affiliates | 359.8 | 861.5 | ||||
Due from affiliates | 0 | |||||
Goodwill | 2,407.2 | 2,092.8 | ||||
Other assets | 399 | 243.6 | ||||
Total assets | 12,869.8 | 11,338.2 | ||||
Current liabilities: | ||||||
Accounts and notes payable and accrued expenses | 825.4 | 589.9 | ||||
Income taxes payable | 4.2 | 16 | ||||
Customer advances | 381.9 | 325.4 | ||||
Other current liabilities | 62.1 | 48.4 | ||||
Total current liabilities | 1,273.6 | 979.7 | ||||
Long-term debt | 5,592.6 | 4,592.5 | ||||
Deferred income taxes | 909.5 | 818.6 | ||||
Due to affiliates | 0 | |||||
Other liabilities | 626.6 | 374.9 | ||||
Stockholders' equity: | ||||||
Preferred stock | 0 | 0 | ||||
Common stock | 2.4 | 2.5 | [1] | |||
Paid-in capital(1) | 1,374.6 | 1,413.9 | [1] | |||
Retained earnings | 3,101.3 | 3,175.3 | ||||
Treasury stock | (152.7) | (222.2) | [1] | |||
Accumulated other comprehensive income (loss) | (213.6) | (159.8) | (72.4) | (42.6) | ||
Total stockholders' equity | 4,112 | 4,209.7 | ||||
Noncontrolling interest | 355.5 | 362.8 | ||||
Total equity | 4,467.5 | 4,572.5 | 4,855.3 | 5,438.4 | ||
Total liabilities and equity | 12,869.8 | 11,338.2 | ||||
Stock split, conversion ratio | 5 | |||||
Reportable legal entities | Parent | ||||||
Current assets: | ||||||
Cash and cash equivalents | 1 | 0 | 0.1 | 0.1 | ||
Accounts and notes receivable—net | 0.4 | |||||
Prepaid income taxes | 0 | 1.9 | ||||
Total current assets | 1.4 | 1.9 | ||||
Investments in and advances to affiliates | 4,371.4 | 6,212.5 | ||||
Due from affiliates | 570.7 | 570.7 | ||||
Goodwill | 0 | |||||
Total assets | 4,943.5 | 6,785.1 | ||||
Current liabilities: | ||||||
Accounts and notes payable and accrued expenses | 831.5 | 2,575.4 | ||||
Other current liabilities | 0 | 0 | ||||
Total current liabilities | 831.5 | 2,575.4 | ||||
Stockholders' equity: | ||||||
Preferred stock | 0 | |||||
Common stock | 2.4 | 2.5 | ||||
Paid-in capital(1) | 1,374.6 | 1,413.9 | ||||
Retained earnings | 3,101.3 | 3,175.3 | ||||
Treasury stock | (152.7) | (222.2) | ||||
Accumulated other comprehensive income (loss) | (213.6) | (159.8) | ||||
Total stockholders' equity | 4,112 | 4,209.7 | ||||
Noncontrolling interest | 0 | |||||
Total equity | 4,112 | 4,209.7 | ||||
Total liabilities and equity | 4,943.5 | 6,785.1 | ||||
Reportable legal entities | CFI | ||||||
Current assets: | ||||||
Cash and cash equivalents | 4.4 | 105.7 | 242.4 | 20.4 | ||
Accounts and notes receivable—net | 2,427.2 | 2,286.5 | ||||
Inventories | 0 | 0 | ||||
Deferred income taxes | 0 | |||||
Prepaid income taxes | 0 | 0 | ||||
Other current assets | 13.1 | 0 | ||||
Total current assets | 2,444.7 | 2,392.2 | ||||
Property, plant and equipment—net | 0 | |||||
Investments in and advances to affiliates | 8,253 | 9,208.7 | ||||
Due from affiliates | 0 | |||||
Other assets | 72.9 | 65.1 | ||||
Total assets | 10,770.6 | 11,666 | ||||
Current liabilities: | ||||||
Accounts and notes payable and accrued expenses | 134 | 207.7 | ||||
Income taxes payable | 0.6 | 10.8 | ||||
Customer advances | 0 | |||||
Other current liabilities | 0 | 0 | ||||
Total current liabilities | 134.6 | 218.5 | ||||
Long-term debt | 5,592.6 | 4,592.5 | ||||
Deferred income taxes | 64 | 34.8 | ||||
Due to affiliates | 572.9 | 572.4 | ||||
Other liabilities | 35.2 | 35.3 | ||||
Stockholders' equity: | ||||||
Common stock | 0 | |||||
Paid-in capital(1) | (12.6) | (12.6) | ||||
Retained earnings | 4,597.5 | 6,384.9 | ||||
Treasury stock | 0 | |||||
Accumulated other comprehensive income (loss) | (213.6) | (159.8) | ||||
Total stockholders' equity | 4,371.3 | 6,212.5 | ||||
Noncontrolling interest | 0 | |||||
Total equity | 4,371.3 | 6,212.5 | ||||
Total liabilities and equity | 10,770.6 | 11,666 | ||||
Reportable legal entities | Other Subsidiaries | ||||||
Current assets: | ||||||
Cash and cash equivalents | 937.8 | 1,890.9 | 2,408.7 | 1,690.3 | ||
Restricted cash | 25.9 | 86.1 | ||||
Accounts and notes receivable—net | 1,082.2 | 651.9 | ||||
Inventories | 329.8 | 202.9 | ||||
Deferred income taxes | 67.8 | 84 | ||||
Prepaid income taxes | 111 | 34.8 | ||||
Other current assets | 21.5 | 18.6 | ||||
Total current assets | 2,576 | 2,969.2 | ||||
Property, plant and equipment—net | 7,939.6 | 5,525.8 | ||||
Investments in and advances to affiliates | 359.8 | 861.5 | ||||
Due from affiliates | 2.2 | 1.7 | ||||
Goodwill | 2,407.2 | 2,092.8 | ||||
Other assets | 326.1 | 178.5 | ||||
Total assets | 13,610.9 | 11,629.5 | ||||
Current liabilities: | ||||||
Accounts and notes payable and accrued expenses | 3,117.8 | 553.8 | ||||
Income taxes payable | 3.6 | 7.1 | ||||
Customer advances | 381.9 | 325.4 | ||||
Other current liabilities | 62.1 | 48.4 | ||||
Total current liabilities | 3,565.4 | 934.7 | ||||
Long-term debt | 0 | |||||
Deferred income taxes | 845.5 | 783.8 | ||||
Other liabilities | 591.4 | 339.6 | ||||
Stockholders' equity: | ||||||
Preferred stock | 16.4 | 16.4 | ||||
Common stock | 1.1 | 1.1 | ||||
Paid-in capital(1) | 8,365 | 8,283.5 | ||||
Retained earnings | 83.7 | 1,067.8 | ||||
Treasury stock | 0 | |||||
Accumulated other comprehensive income (loss) | (213.1) | (160.2) | ||||
Total stockholders' equity | 8,253.1 | 9,208.6 | ||||
Noncontrolling interest | 355.5 | 362.8 | ||||
Total equity | 8,608.6 | 9,571.4 | ||||
Total liabilities and equity | 13,610.9 | 11,629.5 | ||||
Eliminations | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ 0 | $ 0 | ||||
Accounts and notes receivable—net | (3,257.9) | (2,746.9) | ||||
Inventories | 0 | |||||
Prepaid income taxes | 0 | (1.9) | ||||
Total current assets | (3,257.9) | (2,748.8) | ||||
Investments in and advances to affiliates | (12,624.4) | (15,421.2) | ||||
Due from affiliates | (572.9) | (572.4) | ||||
Goodwill | 0 | |||||
Total assets | (16,455.2) | (18,742.4) | ||||
Current liabilities: | ||||||
Accounts and notes payable and accrued expenses | (3,257.9) | (2,747) | ||||
Income taxes payable | 0 | (1.9) | ||||
Customer advances | 0 | |||||
Other current liabilities | 0 | 0 | ||||
Total current liabilities | (3,257.9) | (2,748.9) | ||||
Long-term debt | 0 | |||||
Deferred income taxes | 0 | 0 | ||||
Due to affiliates | (572.9) | (572.4) | ||||
Stockholders' equity: | ||||||
Preferred stock | (16.4) | (16.4) | ||||
Common stock | (1.1) | (1.1) | ||||
Paid-in capital(1) | (8,352.4) | (8,270.9) | ||||
Retained earnings | (4,681.2) | (7,452.7) | ||||
Treasury stock | 0 | |||||
Accumulated other comprehensive income (loss) | 426.7 | 320 | ||||
Total stockholders' equity | (12,624.4) | (15,421.1) | ||||
Noncontrolling interest | 0 | |||||
Total equity | (12,624.4) | (15,421.1) | ||||
Total liabilities and equity | $ (16,455.2) | $ (18,742.4) | ||||
[1] | December 31, 2014 amounts have been retroactively restated to reflect the five-for-one split of the Company’s common stock effected in the form of a stock dividend that was distributed on June 17, 2015. |
Condensed Consolidating Finan74
Condensed Consolidating Financial Statements (Details 4) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Operating Activities: | |||||
Net earnings | $ 97.4 | $ 140.6 | $ 698.1 | $ 1,185.7 | |
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: | |||||
Depreciation and amortization | 348 | 298.5 | |||
Deferred income taxes | (6.3) | 15.6 | |||
Stock-based compensation expense | 13.3 | 13.6 | |||
Excess tax benefit from stock-based compensation | (2.4) | (8.7) | |||
Unrealized loss on derivatives | 70.5 | 67.6 | |||
Gain on remeasurement of GrowHow investment | (94.4) | 0 | |||
Loss on sale of equity method investments | 42.8 | 0 | |||
Gain on sale of phosphate business | 0 | 0 | 0 | (747.1) | |
Loss on disposal of property, plant and equipment | 18.1 | 2.5 | |||
Undistributed (earnings) loss of affiliates—net | (1.7) | (39.2) | |||
Due to/from affiliates—net | 0 | ||||
Changes in: | |||||
Accounts and notes receivable—net | 15 | 97.1 | |||
Inventories | (71.8) | 13.6 | |||
Accrued and prepaid income taxes | (68.6) | (70) | |||
Accounts and notes payable and accrued expenses | 31.6 | (7.2) | |||
Customer advances | 56.5 | 340.2 | |||
Other—net | 22.8 | 14.7 | |||
Net cash provided by operating activities | 1,071.5 | 1,176.9 | |||
Investing Activities: | |||||
Additions to property, plant and equipment | (1,791.3) | (1,272.7) | |||
Proceeds from sale of property, plant and equipment | 9.1 | 10.2 | |||
Proceeds from sale of equity method investment | 12.8 | 0 | |||
Purchase of GrowHow, net of cash acquired | (553.9) | 0 | |||
Proceeds from sale of phosphate business | 0 | 1,353.6 | |||
Sales and maturities of short-term and auction rate securities | 0 | 5 | |||
Deposits to restricted cash funds | 0 | (505) | |||
Withdrawals from restricted cash funds | 60.2 | 513.4 | |||
Other—net | (35.8) | 17.4 | |||
Net cash (used in) provided by investing activities | (2,298.9) | 121.9 | |||
Financing Activities: | |||||
Proceeds from long-term borrowings | 1,000 | 1,494.2 | |||
Proceeds from short-term borrowings | 367 | 0 | |||
Payments of short-term borrowings | (367) | 0 | |||
Financing fees | (28.3) | (16) | |||
Dividends paid on common stock | (212.4) | (181.4) | |||
Distributions to noncontrolling interest | (32) | (37.8) | |||
Purchases of treasury stock | (556.3) | (1,591.2) | |||
Issuances of common stock under employee stock plans | 8.3 | 12 | |||
Excess tax benefit from stock-based compensation | 2.4 | 8.7 | |||
Dividends to/from affiliates | 0 | 0 | |||
Other—net | 0 | (43) | |||
Net cash provided by (used in) financing activities | 181.7 | (354.5) | |||
Effect of exchange rate changes on cash and cash equivalents | (7.7) | (3.9) | |||
(Decrease) increase in cash and cash equivalents | (1,053.4) | 940.4 | |||
Cash and cash equivalents at beginning of period | $ 2,651.2 | 1,996.6 | 1,710.8 | ||
Cash and cash equivalents at end of period | 943.2 | 1,996.6 | 2,651.2 | 943.2 | 2,651.2 |
Reportable legal entities | Parent | |||||
Operating Activities: | |||||
Net earnings | 90.9 | 130.9 | 673.4 | 1,152 | |
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: | |||||
Deferred income taxes | 0 | ||||
Stock-based compensation expense | 13 | 13.4 | |||
Excess tax benefit from stock-based compensation | (2.4) | (8.7) | |||
Loss on disposal of property, plant and equipment | 0 | ||||
Undistributed (earnings) loss of affiliates—net | (693.4) | (1,153.3) | |||
Due to/from affiliates—net | 2.4 | 8.7 | |||
Changes in: | |||||
Accounts and notes receivable—net | (0.3) | (7.5) | |||
Accrued and prepaid income taxes | 2 | (0.7) | |||
Accounts and notes payable and accrued expenses | 6.6 | (3.3) | |||
Net cash provided by operating activities | 1.3 | 0.6 | |||
Financing Activities: | |||||
Proceeds from short-term borrowings | 545.3 | ||||
Short-term debt—net | 1,569.9 | ||||
Financing fees | 0 | ||||
Dividends paid on common stock | (212.4) | (181.3) | |||
Purchases of treasury stock | (556.3) | (1,591.2) | |||
Issuances of common stock under employee stock plans | 8.3 | 12 | |||
Excess tax benefit from stock-based compensation | 2.4 | 8.7 | |||
Dividends to/from affiliates | 212.4 | 181.3 | |||
Other—net | 0 | 0 | |||
Net cash provided by (used in) financing activities | (0.3) | (0.6) | |||
(Decrease) increase in cash and cash equivalents | 1 | 0 | |||
Cash and cash equivalents at beginning of period | 0.1 | 0 | 0.1 | ||
Cash and cash equivalents at end of period | 1 | 0 | 0.1 | 1 | 0.1 |
Reportable legal entities | CFI | |||||
Operating Activities: | |||||
Net earnings | 109.5 | 131.2 | 693.4 | 1,153.3 | |
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: | |||||
Depreciation and amortization | 11.4 | 5 | |||
Deferred income taxes | 29.7 | 0 | |||
Excess tax benefit from stock-based compensation | 0 | ||||
Unrealized loss on derivatives | 0 | ||||
Gain on sale of phosphate business | (761.5) | ||||
Loss on disposal of property, plant and equipment | 0 | ||||
Undistributed (earnings) loss of affiliates—net | (799.5) | (686) | |||
Due to/from affiliates—net | 0.4 | 1.8 | |||
Changes in: | |||||
Accounts and notes receivable—net | 18 | (241.8) | |||
Inventories | 0 | 4.4 | |||
Accrued and prepaid income taxes | (10.2) | 290.4 | |||
Accounts and notes payable and accrued expenses | (79.5) | 270.2 | |||
Other—net | 0.4 | 5.4 | |||
Net cash provided by operating activities | (135.9) | 41.2 | |||
Investing Activities: | |||||
Additions to property, plant and equipment | 0 | (18.3) | |||
Proceeds from sale of property, plant and equipment | 0 | ||||
Proceeds from sale of phosphate business | 893.1 | ||||
Sales and maturities of short-term and auction rate securities | 5 | ||||
Other—net | (81.5) | ||||
Net cash (used in) provided by investing activities | (81.5) | 879.8 | |||
Financing Activities: | |||||
Proceeds from long-term borrowings | 1,000 | 1,494.2 | |||
Proceeds from short-term borrowings | (488.6) | ||||
Short-term debt—net | (2,176.1) | ||||
Payments of short-term borrowings | (367) | ||||
Financing fees | (28.3) | (16) | |||
Dividends paid on common stock | (212.4) | (181.3) | |||
Distributions to noncontrolling interest | 0 | 0 | |||
Purchases of treasury stock | 0 | ||||
Issuances of common stock under employee stock plans | 0 | ||||
Excess tax benefit from stock-based compensation | 0 | ||||
Dividends to/from affiliates | 212.4 | 181.2 | |||
Other—net | 0 | (1) | |||
Net cash provided by (used in) financing activities | 116.1 | (699) | |||
Effect of exchange rate changes on cash and cash equivalents | 0 | ||||
(Decrease) increase in cash and cash equivalents | (101.3) | 222 | |||
Cash and cash equivalents at beginning of period | 242.4 | 105.7 | 20.4 | ||
Cash and cash equivalents at end of period | 4.4 | 105.7 | 242.4 | 4.4 | 242.4 |
Reportable legal entities | Other Subsidiaries | |||||
Operating Activities: | |||||
Net earnings | 149.1 | 187.8 | 824.3 | 719.7 | |
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: | |||||
Depreciation and amortization | 336.6 | 293.5 | |||
Deferred income taxes | (36) | 15.6 | |||
Stock-based compensation expense | 0.3 | 0.2 | |||
Excess tax benefit from stock-based compensation | 0 | ||||
Unrealized loss on derivatives | 70.5 | 67.6 | |||
Gain on remeasurement of GrowHow investment | (94.4) | ||||
Loss on sale of equity method investments | 42.8 | ||||
Gain on sale of phosphate business | 14.4 | ||||
Loss on disposal of property, plant and equipment | 18.1 | 2.5 | |||
Undistributed (earnings) loss of affiliates—net | (1.8) | (39.2) | |||
Due to/from affiliates—net | (2.8) | (10.5) | |||
Changes in: | |||||
Accounts and notes receivable—net | 140.5 | 743.9 | |||
Inventories | (71.8) | 9.2 | |||
Accrued and prepaid income taxes | (60.4) | (359.7) | |||
Accounts and notes payable and accrued expenses | (38.7) | (671.6) | |||
Customer advances | 56.5 | 340.2 | |||
Other—net | 22.4 | 9.3 | |||
Net cash provided by operating activities | 1,206.1 | 1,135.1 | |||
Investing Activities: | |||||
Additions to property, plant and equipment | (1,791.3) | (1,254.4) | |||
Proceeds from sale of property, plant and equipment | 9.1 | 10.2 | |||
Proceeds from sale of equity method investment | 12.8 | ||||
Purchase of GrowHow, net of cash acquired | (553.9) | ||||
Proceeds from sale of phosphate business | 460.5 | ||||
Deposits to restricted cash funds | (505) | ||||
Withdrawals from restricted cash funds | 60.2 | 513.4 | |||
Other—net | (35.8) | 17.4 | |||
Net cash (used in) provided by investing activities | (2,298.9) | (757.9) | |||
Financing Activities: | |||||
Proceeds from long-term borrowings | 0 | ||||
Proceeds from short-term borrowings | 310.3 | ||||
Short-term debt—net | 606.2 | ||||
Financing fees | 0 | 0 | |||
Dividends paid on common stock | (212.4) | (181.3) | |||
Distributions to noncontrolling interest | (32) | (37.8) | |||
Purchases of treasury stock | 0 | 0 | |||
Issuances of common stock under employee stock plans | 0 | ||||
Excess tax benefit from stock-based compensation | 0 | ||||
Dividends to/from affiliates | 0 | ||||
Other—net | 81.5 | (42) | |||
Net cash provided by (used in) financing activities | 147.4 | 345.1 | |||
Effect of exchange rate changes on cash and cash equivalents | (7.7) | (3.9) | |||
(Decrease) increase in cash and cash equivalents | (953.1) | 718.4 | |||
Cash and cash equivalents at beginning of period | 2,408.7 | 1,890.9 | 1,690.3 | ||
Cash and cash equivalents at end of period | 937.8 | 1,890.9 | 2,408.7 | 937.8 | 2,408.7 |
Eliminations | |||||
Operating Activities: | |||||
Net earnings | $ (252.1) | (309.3) | (1,493) | (1,839.3) | |
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: | |||||
Loss on disposal of property, plant and equipment | 0 | ||||
Undistributed (earnings) loss of affiliates—net | 1,493 | 1,839.3 | |||
Changes in: | |||||
Accounts and notes receivable—net | (143.2) | (397.5) | |||
Accounts and notes payable and accrued expenses | 143.2 | 397.5 | |||
Other—net | 0 | ||||
Net cash provided by operating activities | 0 | ||||
Investing Activities: | |||||
Other—net | 81.5 | ||||
Net cash (used in) provided by investing activities | 81.5 | ||||
Financing Activities: | |||||
Dividends paid on common stock | 424.8 | 362.5 | |||
Dividends to/from affiliates | (424.8) | (362.5) | |||
Other—net | (81.5) | ||||
Net cash provided by (used in) financing activities | (81.5) | 0 | |||
(Decrease) increase in cash and cash equivalents | $ 0 | 0 | |||
Cash and cash equivalents at beginning of period | $ 0 | 0 | |||
Cash and cash equivalents at end of period | $ 0 | $ 0 |