Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-32597 | |
Entity Registrant Name | CF INDUSTRIES HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-2697511 | |
Entity Address, Address Line One | 4 Parkway North | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60015 | |
Entity Address, City or Town | Deerfield, | |
City Area Code | 847 | |
Local Phone Number | 405-2400 | |
Title of 12(b) Security | common stock, par value $0.01 per share | |
Trading Symbol | CF | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 196,189,463 | |
Entity Central Index Key | 0001324404 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Net sales | $ 2,321 | $ 1,362 | $ 8,578 | $ 3,998 |
Cost of sales | 1,405 | 922 | 3,973 | 2,766 |
Gross margin | 916 | 440 | 4,605 | 1,232 |
Selling, general and administrative expenses | 66 | 52 | 203 | 167 |
U.K. goodwill impairment | 0 | 259 | 0 | 259 |
U.K. long-lived and intangible asset impairment | 87 | 236 | 239 | 236 |
U.K. operations restructuring | 8 | 0 | 18 | 0 |
Other operating—net | 25 | 5 | 33 | 7 |
Total other operating costs and expenses | 186 | 552 | 493 | 669 |
Equity in earnings of operating affiliate | 20 | 15 | 74 | 37 |
Operating earnings (loss) | 750 | (97) | 4,186 | 600 |
Interest expense | 46 | 46 | 369 | 140 |
Interest income | (12) | 0 | (56) | 0 |
Loss on debt extinguishment | 0 | 13 | 8 | 19 |
Other non-operating—net | 23 | (19) | 24 | (17) |
Earnings (loss) before income taxes | 693 | (137) | 3,841 | 458 |
Income tax provision (benefit) | 155 | (46) | 913 | 57 |
Net earnings (loss) | 538 | (91) | 2,928 | 401 |
Less: Net earnings attributable to noncontrolling interest | 100 | 94 | 442 | 189 |
Net earnings (loss) attributable to common stockholders | $ 438 | $ (185) | $ 2,486 | $ 212 |
Net earnings per share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ 2.19 | $ (0.86) | $ 12.09 | $ 0.99 |
Diluted (in dollars per share) | $ 2.18 | $ (0.86) | $ 12.04 | $ 0.98 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 200.2 | 214.9 | 205.6 | 215.3 |
Diluted (in shares) | 200.9 | 214.9 | 206.5 | 216.4 |
Dividends declared per common share (in dollars per share) | $ 0.40 | $ 0.30 | $ 1.10 | $ 0.90 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings | $ 538 | $ (91) | $ 2,928 | $ 401 |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustment—net of taxes | (9) | (26) | (49) | (2) |
Defined benefit plans—net of taxes | 24 | 6 | 36 | 6 |
Total other comprehensive income | 15 | (20) | (13) | 4 |
Comprehensive income (loss) | 553 | (111) | 2,915 | 405 |
Less: Comprehensive income attributable to noncontrolling interest | 100 | 94 | 442 | 189 |
Comprehensive income (loss) attributable to common stockholders | $ 453 | $ (205) | $ 2,473 | $ 216 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 2,192 | $ 1,628 |
Accounts receivable—net | 721 | 497 |
Inventories | 500 | 408 |
Prepaid income taxes | 179 | 4 |
Other current assets | 88 | 56 |
Total current assets | 3,680 | 2,593 |
Property, plant and equipment—net | 6,500 | 7,081 |
Investment in affiliate | 86 | 82 |
Goodwill | 2,088 | 2,091 |
Operating lease right-of-use assets | 274 | 243 |
Other assets | 652 | 285 |
Total assets | 13,280 | 12,375 |
Current liabilities: | ||
Accounts payable and accrued expenses | 711 | 565 |
Income taxes payable | 25 | 24 |
Customer advances | 511 | 700 |
Current operating lease liabilities | 96 | 89 |
Other current liabilities | 38 | 54 |
Total current liabilities | 1,381 | 1,432 |
Long-term debt | 2,965 | 3,465 |
Deferred Income Tax Liabilities, Net | 1,010 | 1,029 |
Operating lease liabilities | 185 | 162 |
Other liabilities | 642 | 251 |
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, 2022—207,597,269 shares issued and 2021—207,603,940 shares issued | 2 | 2 |
Paid-in capital | 1,488 | 1,375 |
Retained earnings | 4,087 | 2,088 |
Treasury stock—at cost, 2022—9,851,898 shares and 2021—27,962 shares | (863) | (2) |
Accumulated other comprehensive loss | (270) | (257) |
Total stockholders’ equity | 4,444 | 3,206 |
Noncontrolling interest | 2,653 | 2,830 |
Total equity | 7,097 | 6,036 |
Total liabilities and equity | $ 13,280 | $ 12,375 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 207,597,269 | 207,603,940 |
Treasury Stock, Shares | 9,851,898 | 27,962 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 207,597,269 | 207,603,940 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions | Total | $0.01 Par Value Common Stock | Treasury Stock | Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | Noncontrolling Interest |
Balance at Dec. 31, 2020 | $ 5,603 | $ 2 | $ (4) | $ 1,317 | $ 1,927 | $ (320) | $ 2,922 | $ 2,681 |
Increase (decrease) in equity | ||||||||
Net earnings | 401 | 0 | 0 | 0 | 212 | 0 | 212 | 189 |
Less: Net earnings attributable to noncontrolling interest | 189 | |||||||
Net earnings (loss) attributable to common stockholders | 212 | |||||||
Other comprehensive loss | 4 | 0 | 0 | 0 | 0 | 4 | 4 | 0 |
Purchases of treasury stock | (50) | 0 | (50) | 0 | 0 | 0 | (50) | 0 |
Retirement of treasury stock | 0 | 0 | (13) | 2 | 11 | 0 | 0 | 0 |
Acquisition of treasury stock under employee stock plans | (11) | 0 | (11) | 0 | 0 | 0 | (11) | 0 |
Issuance of $0.01 par value common stock under employee stock plans | 33 | 0 | 1 | 32 | 0 | 0 | 33 | 0 |
Stock-based compensation expense | 23 | 0 | 0 | 23 | 0 | 0 | 23 | 0 |
Cash dividends | (195) | 0 | 0 | 0 | (195) | 0 | (195) | 0 |
Distributions declared to noncontrolling interest | (194) | 0 | 0 | 0 | 0 | 0 | 0 | (194) |
Balance at Sep. 30, 2021 | 5,614 | 2 | (51) | 1,370 | 1,933 | (316) | 2,938 | 2,676 |
Balance at Jun. 30, 2021 | 5,958 | 2 | 0 | 1,357 | 2,183 | (296) | 3,246 | 2,712 |
Increase (decrease) in equity | ||||||||
Net earnings | (91) | 0 | 0 | 0 | (185) | 0 | (185) | 94 |
Less: Net earnings attributable to noncontrolling interest | 94 | |||||||
Net earnings (loss) attributable to common stockholders | (185) | |||||||
Other comprehensive loss | (20) | 0 | 0 | 0 | 0 | (20) | (20) | 0 |
Purchases of treasury stock | (50) | 0 | (50) | 0 | 0 | 0 | (50) | 0 |
Acquisition of treasury stock under employee stock plans | (1) | 0 | (1) | 0 | 0 | 0 | (1) | 0 |
Issuance of $0.01 par value common stock under employee stock plans | 6 | 0 | 0 | 6 | 0 | 0 | 6 | 0 |
Stock-based compensation expense | 7 | 0 | 0 | 7 | 0 | 0 | 7 | 0 |
Cash dividends | (65) | 0 | 0 | 0 | (65) | 0 | (65) | 0 |
Distributions declared to noncontrolling interest | (130) | 0 | 0 | 0 | 0 | 0 | 0 | (130) |
Balance at Sep. 30, 2021 | 5,614 | 2 | (51) | 1,370 | 1,933 | (316) | 2,938 | 2,676 |
Balance at Dec. 31, 2021 | 6,036 | 2 | (2) | 1,375 | 2,088 | (257) | 3,206 | 2,830 |
Increase (decrease) in equity | ||||||||
Net earnings | 2,928 | 0 | 0 | 0 | 2,486 | 0 | 2,486 | 442 |
Less: Net earnings attributable to noncontrolling interest | 442 | |||||||
Net earnings (loss) attributable to common stockholders | 2,486 | |||||||
Other comprehensive loss | (13) | 0 | 0 | 0 | 0 | (13) | (13) | 0 |
Purchases of treasury stock | (1,122) | 0 | (1,122) | 0 | 0 | 0 | (1,122) | 0 |
Retirement of treasury stock | 0 | 0 | (283) | 23 | 260 | 0 | 0 | 0 |
Acquisition of treasury stock under employee stock plans | (23) | 0 | (23) | 0 | 0 | 0 | (23) | 0 |
Issuance of $0.01 par value common stock under employee stock plans | 105 | 0 | 1 | 104 | 0 | 0 | 105 | 0 |
Stock-based compensation expense | 32 | 0 | 0 | 32 | 0 | 0 | 32 | 0 |
Cash dividends | (227) | 0 | 0 | 0 | (227) | 0 | (227) | 0 |
Distributions declared to noncontrolling interest | (619) | 0 | 0 | 0 | 0 | 0 | 0 | (619) |
Balance at Sep. 30, 2022 | 7,097 | 2 | (863) | 1,488 | 4,087 | (270) | 4,444 | 2,653 |
Balance at Jun. 30, 2022 | 7,514 | 2 | (331) | 1,474 | 3,729 | (285) | 4,589 | 2,925 |
Increase (decrease) in equity | ||||||||
Net earnings | 538 | 0 | 0 | 0 | 438 | 0 | 438 | 100 |
Less: Net earnings attributable to noncontrolling interest | 100 | |||||||
Net earnings (loss) attributable to common stockholders | 438 | |||||||
Other comprehensive loss | 15 | 0 | 0 | 0 | 0 | 15 | 15 | 0 |
Purchases of treasury stock | (532) | 0 | (532) | 0 | 0 | 0 | (532) | 0 |
Issuance of $0.01 par value common stock under employee stock plans | 4 | 0 | 0 | 4 | 0 | 0 | 4 | 0 |
Stock-based compensation expense | $ 10 | 0 | 0 | 10 | 0 | 0 | 10 | 0 |
Common Stock, Dividends, Per Share, Cash Paid | $ 0.40 | |||||||
Cash dividends | $ (80) | 0 | 0 | 0 | (80) | 0 | (80) | 0 |
Distributions declared to noncontrolling interest | (372) | 0 | 0 | 0 | 0 | 0 | 0 | (372) |
Balance at Sep. 30, 2022 | $ 7,097 | $ 2 | $ (863) | $ 1,488 | $ 4,087 | $ (270) | $ 4,444 | $ 2,653 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Dividends declared per common share (in dollars per share) | $ 0.40 | $ 0.30 | $ 1.10 | $ 0.90 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Activities: | ||
Net earnings | $ 2,928 | $ 401 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 652 | 650 |
Deferred income taxes | (7) | (25) |
Stock-based compensation expense | 32 | 23 |
Loss on debt extinguishment | 8 | 19 |
Unrealized net gain on natural gas derivatives | (39) | (18) |
Unrealized loss on embedded derivative | 0 | 2 |
U.K. goodwill impairment | 0 | 259 |
U.K. long-lived and intangible asset impairment | 239 | 236 |
Pension settlement loss | 24 | 0 |
Gain on sale of emission credits | (6) | (20) |
Loss on disposal of property, plant and equipment | 1 | 3 |
Undistributed earnings of affiliate—net of taxes | (10) | (15) |
Changes in: | ||
Accounts receivable—net | (245) | (115) |
Inventories | (131) | (120) |
Accrued and prepaid income taxes | (168) | (132) |
Accounts payable and accrued expenses | 111 | 69 |
Customer advances | (188) | 245 |
Other—net | 69 | (69) |
Net cash provided by operating activities | 3,270 | 1,393 |
Investing Activities: | ||
Additions to property, plant and equipment | (319) | (382) |
Proceeds from sale of property, plant and equipment | 1 | 0 |
Distributions received from unconsolidated affiliate | 4 | 0 |
Purchase of investments held in nonqualified employee benefit trust | (1) | (13) |
Proceeds from sale of investments held in nonqualified employee benefit trust | 1 | 13 |
Purchase of emission credits | (9) | (10) |
Proceeds from sale of emission credits | 15 | 10 |
Other—net | 0 | (1) |
Net cash used in investing activities | (308) | (383) |
Financing Activities: | ||
Repayments of Long-term Debt | (507) | (518) |
Payments of Financing Costs | (4) | 0 |
Dividends paid on common stock | (227) | (195) |
Distributions to noncontrolling interest | (619) | (194) |
Purchases of treasury stock | (1,096) | (50) |
Proceeds from issuances of common stock under employee stock plans | 106 | 32 |
Shares withheld for taxes | (23) | (11) |
Net cash provided by (used in) financing activities | (2,370) | (936) |
Effect of exchange rate changes on cash and cash equivalents | (28) | 0 |
Increase in cash and cash equivalents | 564 | 74 |
Cash and cash equivalents at beginning of period | 1,628 | 683 |
Cash and cash equivalents at end of period | $ 2,192 | $ 757 |
Background and Basis of Present
Background and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Basis of Presentation | Background and Basis of Presentation Our mission is to provide clean energy to feed and fuel the world sustainably. With our employees focused on safe and reliable operations, environmental stewardship, and disciplined capital and corporate management, we are on a path to decarbonize our ammonia production network – the world’s largest – to enable green and blue hydrogen and nitrogen products for energy, fertilizer, emissions abatement and other industrial activities. Our nitrogen manufacturing complexes in the United States, Canada and the United Kingdom, an extensive storage, transportation and distribution network in North America, and logistics capabilities enabling a global reach underpin our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy. Our principal customers are cooperatives, independent fertilizer distributors, traders, wholesalers and industrial users. Our core product is anhydrous ammonia (ammonia), which contains 82% nitrogen and 18% hydrogen. Our nitrogen products that are upgraded from ammonia are granular urea, urea ammonium nitrate solution (UAN) and ammonium nitrate (AN). Our other nitrogen products include diesel exhaust fluid (DEF), urea liquor, nitric acid and aqua ammonia, which are sold primarily to our industrial customers. 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. 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, 2021, in accordance with U.S. generally accepted accounting principles (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. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | We track our revenue by product and by geography. See Note 18—Segment Disclosures for our revenue by reportable segment, which are Ammonia, Granular Urea, UAN, AN and Other. The following table summarizes our revenue by product and by geography (based on destination of our shipment) for the three and nine months ended September 30, 2022 and 2021: Ammonia Granular Urea UAN AN Other Total (in millions) Three months ended September 30, 2022 North America $ 367 $ 571 $ 531 $ 70 $ 132 $ 1,671 Europe and other 164 118 205 110 53 650 Total revenue $ 531 $ 689 $ 736 $ 180 $ 185 $ 2,321 Three months ended September 30, 2021 North America $ 279 $ 386 $ 324 $ 48 $ 94 $ 1,131 Europe and other 65 — 66 70 30 231 Total revenue $ 344 $ 386 $ 390 $ 118 $ 124 $ 1,362 Nine months ended September 30, 2022 North America $ 1,937 $ 2,123 $ 2,421 $ 229 $ 465 $ 7,175 Europe and other 349 164 306 427 157 1,403 Total revenue $ 2,286 $ 2,287 $ 2,727 $ 656 $ 622 $ 8,578 Nine months ended September 30, 2021 North America $ 878 $ 1,218 $ 949 $ 144 $ 263 $ 3,452 Europe and other 131 — 107 215 93 546 Total revenue $ 1,009 $ 1,218 $ 1,056 $ 359 $ 356 $ 3,998 As of September 30, 2022 and December 31, 2021, we had $511 million and $700 million, respectively, in customer advances on our consolidated balance sheets. During the nine months ended September 30, 2022 and 2021, substantially all of the customer advances at the beginning of each respective period were recognized as revenue. We offer cash incentives to certain customers generally based on the volume of their purchases over the fertilizer year ending June 30. Our cash incentives do not provide an option to the customer for additional product. The balances of customer incentives accrued as of September 30, 2022 and December 31, 2021 were not material. We have certain customer contracts with performance obligations under which, if the customer does not take the required amount of product specified in the contract, then the customer is required to make a payment to us, the amount of which payment may vary based upon the terms and conditions of the applicable contract. As of September 30, 2022, excluding contracts with original durations of less than one year, and based on the minimum product tonnage to be sold and current market price estimates, our remaining performance obligations under these contracts were approximately $1.3 billion. We expect to recognize approximately 10% of these performance obligations as revenue in the remainder of 2022, approximately 63% as revenue during 2023-2025, approximately 11% as revenue during 2026-2028, and the remainder thereafter. Subject to the terms and conditions of the applicable contracts, if the customers do not satisfy their purchase obligations under such contracts, the minimum amount that they would be required to pay to us under such contracts, in the aggregate, was approximately $355 million as of September 30, 2022. Other than the performance obligations described above, any performance obligations with our customers that were unfulfilled or partially fulfilled at December 31, 2021 will be satisfied in 2022. |
Net Earnings Per Share
Net Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Earnings Per Share | Net earnings (loss) per share were computed as follows: Three months ended Nine months ended 2022 2021 2022 2021 (in millions, except per share amounts) Net earnings (loss) attributable to common stockholders $ 438 $ (185) $ 2,486 $ 212 Basic earnings (loss) per common share: Weighted-average common shares outstanding 200.2 214.9 205.6 215.3 Net earnings (loss) attributable to common stockholders $ 2.19 $ (0.86) $ 12.09 $ 0.99 Diluted earnings (loss) per common share: Weighted-average common shares outstanding 200.2 214.9 205.6 215.3 Dilutive common shares—stock-based awards 0.7 — 0.9 1.1 Diluted weighted-average common shares outstanding 200.9 214.9 206.5 216.4 Net earnings (loss) attributable to common stockholders $ 2.18 $ (0.86) $ 12.04 $ 0.98 Diluted earnings (loss) per common share is calculated using weighted-average common shares outstanding, including the dilutive effect of stock-based awards as determined under the treasury stock method. In the computation of diluted earnings (loss) per common share, potentially dilutive stock-based awards are excluded if the effect of their inclusion is anti-dilutive. Shares for anti-dilutive stock-based awards not included in the computation of diluted earnings (loss) per common share were zero in both the three and nine months ended September 30, 2022, and 3.5 million and 1.2 million in the three and nine months ended September 30, 2021, respectively. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consist of the following: September 30, December 31, (in millions) Finished goods $ 464 $ 358 Raw materials, spare parts and supplies 36 50 Total inventories $ 500 $ 408 |
United Kingdom Operations, Prop
United Kingdom Operations, Proposed Restructuring and Impairment Charges | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
United Kingdom Operations, Proposed Restructuring and Impairment Charges | Starting in the third quarter of 2021 the United Kingdom began experiencing an energy crisis that included a substantial increase in the price of natural gas. The following summarizes the impairment and restructuring charges that have been recognized as a result of the U.K. energy crisis. 2021 Impairment The U.K. energy crisis necessitated evaluations in the third and fourth quarters of 2021 of the long-lived assets, including definite-lived intangible assets, and goodwill of our U.K. operations to determine if their fair value had declined to below their carrying value. These evaluations in 2021 resulted in total goodwill impairment charges of $285 million, of which $259 million was recorded in the third quarter of 2021, and total long-lived and intangible asset impairment charges of $236 million, which were recorded in the third quarter of 2021. As of December 31, 2021, after the recognition of the goodwill impairment charges, no goodwill related to our U.K. reporting units remained. 2022 Impairment and Restructuring First quarter 2022 — During the first quarter of 2022, we concluded that the continued impacts of the U.K. energy crisis, including further increases and volatility in natural gas prices due in part to geopolitical events as a result of Russia’s invasion of Ukraine in February 2022, triggered an additional long-lived asset impairment test. The results of this test indicated that no additional long-lived asset impairment existed as the undiscounted estimated future cash flows were in excess of the carrying values for each of the U.K. asset groups. The U.K. asset groups consist of U.K. Ammonia, U.K. AN and U.K. Other. Second quarter 2022 — In the second quarter of 2022, we approved and announced our proposed plan to restructure our U.K. operations, including the permanent closure of the Ince facility and optimization of the remaining manufacturing operations at the Billingham facility. The Ince facility had been idled since September 15, 2021. As a result, in the second quarter of 2022, we recorded total charges of $162 million as follows: • asset impairment charges totaling $152 million, which are included in the U.K. long-lived and intangible asset impairment line item in our consolidated statement of operations, consisting of the following: ◦ an impairment charge of $135 million related to property, plant and equipment that has been classified as held for abandonment at the Ince facility, including a liability of approximately $9 million for the costs of certain asset retirement activities related to the Ince site; ◦ an intangible asset impairment charge of $8 million related to trade names; and ◦ an impairment charge of $9 million related to the write-down of spare parts and certain raw materials at the Ince facility; and • a charge for post-employment benefits totaling $10 million, which is included in the U.K. operations restructuring line item in our consolidated statements of operations, related to contractual and statutory obligations due to employees whose employment would be terminated in the proposed plan. As a result of the proposed restructuring of our U.K. operations, we concluded that an additional impairment test was triggered in the second quarter of 2022 for the asset groups that comprise the continuing U.K. operations, consisting of U.K. Ammonia, U.K. AN and U.K. Other. The results of this long-lived asset impairment test indicated that no additional asset impairment existed as the undiscounted estimated future cash flows for the continuing U.K. operations were in excess of the carrying values for each of the U.K. asset groups. Third quarter 2022 — In the third quarter of 2022, the United Kingdom continued to experience extremely high and volatile natural gas prices. Russian natural gas pipeline flows to Europe via the Nord Stream 1 pipeline ceased, causing the United Kingdom to experience unprecedented natural gas prices. In addition, the European Union announced a desire to cap the price that Europe would pay Russia for natural gas deliveries, further contributing to the uncertainty in European energy markets. Given these factors and the lack of a corresponding increase in global nitrogen product market prices, in September 2022, we temporarily idled ammonia production at our Billingham complex. As a result, we concluded that an additional impairment test was triggered for the asset groups that comprise the continuing U.K. operations. The results of our impairment test indicated that the carrying values for our U.K. Ammonia and U.K. AN asset groups exceeded the undiscounted estimated future cash flows. As a result, we recognized asset impairment charges of $87 million, primarily related to property, plant and equipment and definite-lived intangible assets, which are included in the U.K. long-lived and intangible asset impairment line item in our consolidated statement of operations. The expected cash flows used in the long-lived asset impairment analysis reflected assumptions about product selling prices and natural gas costs, as well as estimates of future production and sales volumes, operating rates, operating expenses, inflation, tax rates and capital spending. The fair value of our property, plant and equipment utilized in the long-lived asset impairment analysis was estimated using the indirect method of the cost approach by determining the reproduction cost new of the assets and applying appropriate adjustments for depreciation including an inutility adjustment based on the cash flows expected to be generated by those asset groups. In August 2022, the final restructuring plan for our U.K. operations was approved, and decommissioning activities were initiated. As a result, in the third quarter of 2022, we incurred additional charges related to our U.K. restructuring of $8 million, primarily related to one-time termination benefits, which is included in the U.K. operations restructuring line item in our consolidated statement of operations. We are working with customers, vendors, regulators and others to finalize closure plans of our Ince facility, and we expect substantially all of these restructuring activities will be completed within the next twelve months. |
Property, Plant and Equipment-N
Property, Plant and Equipment-Net | 3 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant and Equipment-Net | Property, plant and equipment—net consists of the following: September 30, December 31, (in millions) Land $ 112 $ 68 Machinery and equipment (1) 12,523 12,757 Buildings and improvements (1) 910 915 Construction in progress (1) 166 148 Property, plant and equipment (2) 13,711 13,888 Less: Accumulated depreciation and amortization 7,211 6,807 Property, plant and equipment—net $ 6,500 $ 7,081 _______________________________________________________________________________ (1) As of September 30, 2022, machinery and equipment, buildings and improvements, and construction in progress include cumulative impairment charges of $354 million, $7 million and $25 million, respectively, which include impairment charges related to our U.K. operations of $135 million and $69 million recorded in the second quarter and third quarter of 2022, respectively, and $182 million recorded in 2021. As of December 31, 2021, machinery and equipment, buildings and improvements, and construction in progress include cumulative impairment charges related to our U.K. operations of $169 million, $5 million and $8 million, respectively, which were recorded in the third quarter of 2021. (2) As of September 30, 2022 and December 31, 2021, we had property, plant and equipment that was accrued but unpaid of approximately $60 million and $35 million, respectively. As of September 30, 2021 and December 31, 2020, we had property, plant and equipment that was accrued but unpaid of approximately $78 million and $43 million, respectively. Depreciation and amortization related to property, plant and equipment was $219 million and $643 million for the three and nine months ended September 30, 2022, respectively, and $198 million and $637 million for the three and nine months ended September 30, 2021, respectively. In June 2022, we approved and announced our proposed plan to restructure our U.K. operations, including the permanent closure of our Ince facility and optimization of the remaining manufacturing operations at the Billingham facility. As a result, in the second quarter of 2022, we recorded an asset impairment charge of $135 million to write down the property, plant and equipment at the Ince facility to its estimated salvage value. The asset impairment consisted of $128 million related to machinery and equipment, $2 million relating to buildings and improvements, and $5 million related to construction in progress. In the third quarter of 2022, the United Kingdom continued to experience extremely high and volatile natural gas prices. Given the increase in the price of natural gas in the United Kingdom and the lack of a corresponding increase in global nitrogen product market prices, in September 2022, we temporarily idled ammonia production at our Billingham complex. As a result, we concluded that an additional impairment test was triggered for the asset groups that comprise the continuing U.K. operations. The results of our impairment test indicated that the carrying values for our U.K. Ammonia and U.K. AN asset groups exceeded the undiscounted estimated future cash flows. As a result, we recognized asset impairment charges of $87 million, of which $69 million related to property, plant and equipment, consisting of $57 million related to machinery and equipment and $12 million related to construction in progress. See Note 5—United Kingdom Operations Restructuring and Impairment Charges for additional information. 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. Scheduled replacements and overhauls of plant machinery and equipment during a plant turnaround include the dismantling, repair or replacement and installation of various components including piping, valves, motors, turbines, pumps, compressors and heat exchangers and the replacement of catalysts when a full plant shutdown occurs. Scheduled inspections, including required safety inspections which entail the disassembly of various components such as steam boilers, pressure vessels and other equipment requiring safety certifications, are also conducted during full plant shutdowns. Internal employee costs and overhead amounts are not considered turnaround costs and are not capitalized. The following is a summary of capitalized plant turnaround costs: Nine months ended 2022 2021 (in millions) Net capitalized turnaround costs: Balance as of January 1 $ 355 $ 226 Additions 84 215 Depreciation (101) (84) Impairment (21) — Effect of exchange rate changes (7) — Balance as of September 30 $ 310 $ 357 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | The following table shows the carrying amount of goodwill by reportable segment as of September 30, 2022 and December 31, 2021: Ammonia (1) Granular Urea UAN AN (1) Other (1) Total (in millions) Balance as of December 31, 2021 $ 579 $ 828 $ 576 $ 69 $ 39 $ 2,091 Effect of exchange rate changes (3) — — — — (3) Balance as of September 30, 2022 $ 576 $ 828 $ 576 $ 69 $ 39 $ 2,088 _______________________________________________________________________________ (1) At both September 30, 2022 and December 31, 2021, the carrying amount of goodwill includes accumulated impairment losses in our Ammonia, AN and Other segments of $9 million, $241 million and $35 million, respectively, which consist of impairment charges related to our U.K. operations. All of our identifiable intangible assets have definite lives and are presented in other assets on our consolidated balance sheets at gross carrying amount, net of accumulated amortization, as follows: September 30, 2022 December 31, 2021 Gross Accumulated Net Gross Accumulated Net (in millions) Customer relationships (1) $ 50 $ (35) $ 15 $ 84 $ (60) $ 24 Trade names (2) — — — 31 (10) 21 Total intangible assets $ 50 $ (35) $ 15 $ 115 $ (70) $ 45 _______________________________________________________________________________ (1) As of September 30, 2022, the gross carrying amount for customer relationships includes cumulative impairment charges related to our U.K. operations of $55 million, of which $6 million was recorded in the third quarter of 2022 and $49 million was recorded in 2021. As of December 31, 2021, the gross carrying amount for customer relationships includes cumulative impairment charges of $49 million, which were recorded in 2021. (2) As of September 30, 2022, trade names, which are related to our U.K. operations, had been written down to zero as a result of cumulative impairment charges of $18 million, including $9 million recorded in the third quarter of 2022, $8 million recorded in the second quarter of 2022, and $1 million recorded in 2021. At December 31, 2021, the gross carrying amount for trade names includes cumulative impairment charges of $1 million, which were recorded in 2021. Our customer relationships are being amortized over a weighted-average life of approximately 18 years. Amortization expense of our identifiable intangible assets was $1 million and $3 million for the three and nine months ended September 30, 2022, respectively, and $2 million and $6 million for the three and nine months ended September 30, 2021, respectively. Total estimated amortization expense for the remainder of 2022 is less than $1 million and for each of the fiscal years 2023-2027 is approximately $3 million. |
Equity Method Investment
Equity Method Investment | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment | We have 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 this equity method investment as an element of earnings from operations because PLNL provides additional production to our operations and is integrated with our other supply chain and sales activities in the Ammonia segment. As of September 30, 2022, the total carrying value of our equity method investment in PLNL was $86 million, $36 million more than our share of PLNL’s book value. The excess is attributable to the purchase accounting impact of our acquisition of the investment in PLNL and reflects the revaluation of property, plant and equipment. The increased basis for property, plant and equipment is being amortized over a remaining period of approximately 11 years. Our equity in earnings of PLNL is different from our ownership interest in income reported by PLNL due to amortization of this basis difference. 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 $61 million and $212 million for the three and nine months ended September 30, 2022, respectively, and $30 million and $93 million for the three and nine months ended September 30, 2021, respectively. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Our cash and cash equivalents and other investments consist of the following: September 30, 2022 Cost Basis Unrealized Unrealized Fair Value (in millions) Cash $ 157 $ — $ — $ 157 Cash equivalents: U.S. and Canadian government obligations 1,813 — — 1,813 Other debt securities 222 — — 222 Total cash and cash equivalents $ 2,192 $ — $ — $ 2,192 Nonqualified employee benefit trusts 16 — — 16 December 31, 2021 Cost Basis Unrealized Unrealized Fair Value (in millions) Cash $ 121 $ — $ — $ 121 Cash equivalents: U.S. and Canadian government obligations 1,452 — — 1,452 Other debt securities 55 — — 55 Total cash and cash equivalents $ 1,628 $ — $ — $ 1,628 Nonqualified employee benefit trusts 17 3 — 20 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 U.S. and Canadian federal governments; 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, 2022 and December 31, 2021 that are recognized at fair value on a recurring basis, and indicate the fair value hierarchy utilized to determine such fair value: September 30, 2022 Total Fair Quoted Prices Significant Significant (in millions) Cash equivalents $ 2,035 $ 2,035 $ — $ — Nonqualified employee benefit trusts 16 16 — — Derivative assets 26 — 26 — Derivative liabilities (20) — (20) — Embedded derivative liability (15) — (15) — December 31, 2021 Total Fair Quoted Prices Significant Significant (in millions) Cash equivalents $ 1,507 $ 1,507 $ — $ — Nonqualified employee benefit trusts 20 20 — — Derivative assets 16 — 16 — Derivative liabilities (47) — (47) — Embedded derivative liability (15) — (15) — Cash Equivalents As of September 30, 2022 and December 31, 2021, 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. Nonqualified Employee Benefit Trusts We maintain trusts associated with certain nonqualified supplemental pension plans. The fair values of the trust assets are based on daily quoted prices in an active market, which represents the net asset values of the shares held in the trusts, and are included on our consolidated balance sheets in other assets. Debt securities are accounted for as available-for-sale securities, and changes in fair value are reported in other comprehensive income. Changes in the fair value of available-for-sale equity securities in the trust assets are recognized through earnings. Derivative Instruments The derivative instruments that we use are primarily natural gas fixed price swaps, basis swaps and options traded in the over-the-counter markets with multi-national commercial banks, other major financial institutions or large energy companies. The natural gas derivative contracts represent anticipated natural gas needs for future periods and settlements are scheduled to coincide with anticipated natural gas purchases during those future periods. The natural gas derivative contracts settle using primarily a NYMEX futures price index. 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 independent third party. See Note 14—Derivative Financial Instruments for additional information. Embedded Derivative Liability Under the terms of our strategic venture with CHS Inc. (CHS), if our credit rating as determined by two of three specified credit rating agencies is below certain levels, we are required to make a non-refundable yearly payment of $5 million to CHS until the earlier of the date that our credit rating is upgraded to or above such levels by two of the three specified credit rating agencies or February 1, 2026. Beginning in 2016, our credit ratings were below such levels and, as a result, we made an annual payment of $5 million to CHS in the fourth quarter of each year from 2016 through 2021. This obligation has been recognized on our consolidated balance sheets as an embedded derivative and has been included within other current liabilities and other liabilities. As of both September 30, 2022 and December 31, 2021, the embedded derivative liability was $15 million. The inputs into the fair value measurement with respect to the embedded derivative liability include the probability of future upgrades and downgrades of our credit rating based on historical credit rating movements of other public companies and the discount rates to be applied to potential annual payments based on applicable credit spreads of other public companies at different credit rating levels. Based on these inputs, our fair value measurement is classified as Level 2. Our credit rating was upgraded above certain levels in July 2022 by one of the specified credit rating agencies and subsequent to the end of the third quarter, in October 2022, by a second specified rating agency. As a result of these upgrades, we are not required to make a $5 million annual payment to CHS in the fourth quarter of 2022. See Note 15—Noncontrolling Interest for additional information regarding our strategic venture with CHS. Financial Instruments The carrying amount and estimated fair value of our financial instruments are as follows: September 30, 2022 December 31, 2021 Carrying Fair Value Carrying Fair Value (in millions) Long-term debt $ 2,965 $ 2,643 $ 3,465 $ 4,113 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, they 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 their short-term maturities. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | For the three months ended September 30, 2022, we recorded an income tax provision of $155 million on pre-tax income of $693 million, or an effective tax rate of 22.3%, compared to an income tax benefit of $46 million on pre-tax loss of $137 million, or an effective tax rate of 34.3%, for the three months ended September 30, 2021. For the three months ended September 30, 2022, our income tax provision includes $18 million of income tax expense to record a valuation allowance in the United Kingdom due to the uncertainty surrounding the realization of the deferred tax assets as a result of the impairment described in Note 5—United Kingdom Operations Restructuring and Impairment Charges. For the nine months ended September 30, 2022, we recorded an income tax provision of $913 million on pre-tax income of $3.84 billion, or an effective tax rate of 23.8%, compared to an income tax provision of $57 million on pre-tax income of $458 million, or an effective tax rate of 12.3%, for the nine months ended September 30, 2021. For the nine months ended September 30, 2022, our income tax provision includes $18 million of income tax expense to record a valuation allowance in the United Kingdom, $22 million of income tax benefit due to share-based compensation activity and $78 million of income tax provision related to the Canada Revenue Agency Competent Authority Matter, as discussed below. For the nine months ended September 30, 2021, we did not record an income tax benefit related to the goodwill impairment described in Note 5—United Kingdom Operations Restructuring and Impairment Charges, above, as the impairment is non-deductible for income tax purposes. For the nine months ended September 30, 2021, our income tax provision includes a $36 million benefit reflecting the impact of agreement on certain issues related to U.S. federal income tax audits, including the reversal of an accrual for unrecognized tax benefits. Our effective tax rate is also impacted by earnings attributable to the noncontrolling interest in CF Industries Nitrogen, LLC (CFN), as our consolidated income tax provision does not include a tax provision on the earnings attributable to the noncontrolling interest. Our effective tax rate for the three months ended September 30, 2022 of 22.3%, which is based on pre-tax income of $693 million, including $100 million of earnings attributable to the noncontrolling interest, would be 3.7 percentage points higher if based on pre-tax income exclusive of the $100 million of earnings attributable to the noncontrolling interest. Our effective tax rate for the three months ended September 30, 2021 of 34.3%, which is based on pre-tax loss of $137 million, including $94 million of earnings attributable to the noncontrolling interest, would be 14.0 percentage points lower if based on pre-tax loss exclusive of the $94 million of earnings attributable to the noncontrolling interest. Our effective tax rate for the nine months ended September 30, 2022 of 23.8%, which is based on pre-tax income of $3.84 billion, including $442 million of earnings attributable to the noncontrolling interest, would be 3.1 percentage points higher if based on pre-tax income exclusive of the $442 million of earnings attributable to the noncontrolling interest. Our effective tax rate for the nine months ended September 30, 2021 of 12.3%, which is based on pre-tax income of $458 million, including $189 million of earnings attributable to the noncontrolling interest, would be 8.7 percentage points higher if based on pre-tax income exclusive of the $189 million of earnings attributable to the noncontrolling interest. Canada Revenue Agency Competent Authority Matter In 2016, the Canada Revenue Agency (CRA) and Alberta Tax and Revenue Administration (Alberta TRA) issued Notices of Reassessment for tax years 2006 through 2009 to one of our Canadian affiliates asserting a disallowance of certain patronage deductions. We filed Notices of Objection with respect to the Notices of Reassessment with the CRA and Alberta TRA and posted letters of credit in lieu of paying the additional tax liability assessed. The letters of credit serve as security until the matter is resolved. In 2018, the matter, including the related transfer pricing topic regarding the allocation of profits between Canada and the United States, was accepted for consideration under the bilateral settlement provisions of the U.S.-Canada tax treaty (the Treaty) by the United States and Canadian competent authorities, and included tax years 2006 through 2011. In the second quarter of 2021, the Company submitted the transfer pricing aspect of the matter into the arbitration process under the terms of the Treaty. In February 2022, we were informed that a decision was reached by the arbitration panel for tax years 2006 through 2011. In March 2022, we received further details of the results of the arbitration proceedings and the settlement provisions between the United States and Canadian competent authorities, and we accepted the decision of the arbitration panel. Under the terms of the arbitration decision, additional income for tax years 2006 through 2011 is subject to tax in Canada, resulting in our having additional Canadian tax liability for those tax years of approximately $129 million, based on current estimates. In the third quarter of 2022, $81 million of this tax liability and $66 million of related interest was assessed and paid. As a result, the letters of credit we had posted in lieu of paying the additional tax liability assessed by the Notices of Reassessment were cancelled. We expect the remaining tax liability and related interest will be assessed and paid in the fourth quarter of 2022. Due primarily to the availability of additional foreign tax credits to offset in part the increased Canadian tax referenced above, the Company will then file amended tax returns in the United States to request a refund of tax overpaid. In the nine months ended September 30, 2022, as a result of the impact of these events on our Canadian and U.S. federal and state income taxes, we recognized an income tax provision of $78 million, reflecting the net impact of $129 million of accrued income taxes payable to Canada for tax years 2006 to 2011, partially offset by net income tax receivables of approximately $51 million in the United States, and we accrued net interest of $103 million, primarily reflecting the impact of estimated interest payable to Canada. Of the $78 million of income tax provision and $103 million of net interest expense recognized in the nine months ended September 30, 2022, a reduction of $1 million of net interest expense was recognized in the three months ended September 30, 2022. Transfer pricing positions As a result of the outcome of the arbitration decision discussed above, we also evaluated our transfer pricing positions between Canada and the United States for open years 2012 and after. Based on this evaluation, we recorded the following in the nine months ended September 30, 2022: • liabilities for unrecognized tax benefits of approximately $314 million with a corresponding income tax provision, and accrued interest of approximately $123 million related to the liabilities for unrecognized tax benefits, and • noncurrent income tax receivables of approximately $359 million with a corresponding income tax benefit, and accrued interest income of approximately $33 million related to the noncurrent income tax receivables. In the nine months ended September 30, 2022, the impact of these evaluations of transfer pricing positions on our consolidated statement of operations, including $29 million of net deferred income tax provision for other transfer pricing tax effects, was $16 million of income tax benefit and $90 million of net interest expense before tax ($98 million after tax). Of the $16 million of income tax benefit and $90 million of net interest expense recognized in the nine months ended September 30, 2022, $3 million of income tax provision and $4 million of net interest expense ($5 million after tax) was recognized in the three months ended September 30, 2022. Unrecognized tax benefits As of September 30, 2022, the total amount of our unrecognized tax benefits was $329 million, and the total amounts accrued for interest and penalties related to income taxes included in other liabilities was $123 million, which primarily reflects the impacts of the evaluation of our transfer pricing positions. As of December 31, 2021, the total amount of our unrecognized tax benefits was $27 million and the total amounts accrued for interest and penalties related to income taxes was $4 million. We expect that the ultimate outcome of these unrecognized tax benefits related to transfer pricing will not have a material net impact on our results of operations, financial condition or cash flows. However, we can provide no assurance as to the ultimate outcome. Based on the information currently available, we believe we have adequately reserved for the open tax years. |
Compensation Related Costs, Ret
Compensation Related Costs, Retirement Benefits | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Retirement Benefits | 11. Pension Retiree Annuity Purchase On July 15, 2022, we entered into an agreement with an insurance company to purchase a non-participating group annuity contract and transfer approximately $375 million of our primary U.S. defined benefit pension plan’s projected benefit obligation, subject to customary closing conditions. The transaction closed on July 22, 2022 and was funded with plan assets. Under the transaction, the insurance company assumed responsibility for pension benefits and annuity administration for approximately 4,000 retirees or their beneficiaries. As a result of this transaction, in the third quarter of 2022, we remeasured the plan's projected benefit obligation and plan assets, and we recognized a non-cash pre-tax pension settlement loss of $24 million, reflecting the unamortized net unrecognized postretirement benefit costs related to the settled obligations, with a corresponding offset to accumulated other comprehensive loss. |
Financing Agreements
Financing Agreements | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Financing Agreements | Revolving Credit Agreement We have a senior unsecured revolving credit agreement (the Revolving Credit Agreement), which provides for a revolving credit facility of up to $750 million with a maturity of December 5, 2024. The Revolving Credit Agreement includes a letter of credit sub-limit of $125 million. Borrowings under the Revolving Credit Agreement may be used for working capital, capital expenditures, acquisitions, share repurchases and other general corporate purposes. Borrowings under the Revolving Credit Agreement may be denominated in U.S. dollars, Canadian dollars, euros and British pounds, and bear interest at a per annum rate equal to, at our option, an applicable eurocurrency rate or base rate plus, in either case, a specified margin. We are required to pay an undrawn commitment fee on the undrawn portion of the commitments under the Revolving Credit Agreement and customary letter of credit fees. The specified margin and the amount of the commitment fee depend on CF Holdings’ credit rating at the time. As of September 30, 2022, we had unused borrowing capacity under the Revolving Credit Agreement of $750 million and no outstanding letters of credit. There were no borrowings outstanding under the Revolving Credit Agreement as of September 30, 2022 or December 31, 2021, or during the nine months ended September 30, 2022. The Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including financial covenants. As of September 30, 2022, we were in compliance with all covenants under the Revolving Credit Agreement. Letters of Credit In addition to the letters of credit that may be issued under the Revolving Credit Agreement, as described above, we have also entered into a bilateral agreement with capacity to issue up to $350 million of letters of credit, reflecting an increase of $100 million in May 2022. As of September 30, 2022, approximately $197 million of letters of credit were outstanding under this agreement. Senior Notes Long-term debt presented on our consolidated balance sheets as of September 30, 2022 and December 31, 2021 consisted of the following debt securities issued by CF Industries: Effective Interest Rate September 30, 2022 December 31, 2021 Principal Carrying Amount (1) Principal Carrying Amount (1) (in millions) Public Senior Notes: 3.450% due June 2023 3.665% $ — $ — $ 500 $ 499 5.150% due March 2034 5.293% 750 741 750 741 4.950% due June 2043 5.040% 750 742 750 742 5.375% due March 2044 5.478% 750 740 750 741 Senior Secured Notes: 4.500% due December 2026 (2) 4.783% 750 742 750 742 Total long-term debt $ 3,000 $ 2,965 $ 3,500 $ 3,465 _______________________________________________________________________________ (1) Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was $7 million and $8 million as of September 30, 2022 and December 31, 2021, respectively, and total deferred debt issuance costs were $28 million and $27 million as of September 30, 2022 and December 31, 2021, respectively. (2) Effective August 23, 2021, these notes are no longer secured, in accordance with the terms of the applicable indenture. As of September 30, 2022, under the indentures (including the applicable supplemental indentures) governing the senior notes due 2034, 2043 and 2044 identified in the table above (the Public Senior Notes), each series of Public Senior Notes was guaranteed by CF Holdings. As of September 30, 2022, under the terms of the indenture governing the 4.500% senior secured notes due December 2026 (the 2026 Notes) identified in the table above, the 2026 Notes were guaranteed by CF Holdings. Until August 23, 2021, the 2026 Notes were guaranteed by certain subsidiaries of CF Industries. The requirement for subsidiary guarantees of the 2026 Notes was eliminated, and all subsidiary guarantees were automatically released, as a result of an investment grade rating event under the terms of the indenture governing the 2026 Notes on August 23, 2021. On April 21, 2022, we redeemed in full all of the $500 million outstanding principal amount of the 3.450% senior notes due June 2023 (the 2023 Notes) in accordance with the optional redemption provisions in the indenture governing the 2023 Notes. The total aggregate redemption price paid in connection with the redemption of the 2023 Notes, which was funded with cash on hand, was $513 million, including accrued interest. As a result, we recognized a loss on debt extinguishment of $8 million, consisting primarily of the premium paid on the redemption of the $500 million principal amount of the 2023 Notes prior to their scheduled maturity. On September 10, 2021, we redeemed $250 million principal amount, representing one-third of the $750 million principal amount outstanding immediately prior to such redemption, of the 2023 Notes, in accordance with the optional redemption provisions in the indenture governing the 2023 Notes. The total aggregate redemption price paid in connection with the redemption of the 2023 Notes, which was funded with cash on hand, was approximately $265 million, including accrued interest. As a result, we recognized a loss on debt extinguishment of $13 million in the third quarter of 2021, consisting primarily of a premium paid on the redemption of the $250 million principal amount of the 2023 Notes prior to their scheduled maturity. On March 20, 2021, we redeemed in full all of the $250 million outstanding principal amount of the 3.400% senior secured notes due December 2021 (the 2021 Notes) in accordance with the optional redemption provisions in the indenture governing the 2021 Notes. The total aggregate redemption price paid in connection with the redemption of the 2021 Notes, which was funded with cash on hand, was $258 million, including accrued interest. As a result, we recognized a loss on debt extinguishment of $6 million, consisting primarily of the premium paid on the redemption of the $250 million principal amount of the 2021 Notes prior to their scheduled maturity. |
Interest Expense
Interest Expense | 9 Months Ended |
Sep. 30, 2022 | |
Interest Expense [Abstract] | |
Interest Expense | Details of interest expense are as follows: Three months ended Nine months ended 2022 2021 2022 2021 (in millions) Interest on borrowings (1) $ 38 $ 43 $ 118 $ 133 Fees on financing agreements (1) 2 3 6 7 Interest on tax liabilities (2) 6 — 246 — Interest capitalized — — (1) — Total interest expense $ 46 $ 46 $ 369 $ 140 _______________________________________________________________________________ (1) See Note 12—Financing Agreements for additional information. (2) See Note 10—Income Taxes for additional information. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure | 14. Derivative Financial Instruments We use derivative financial instruments to reduce our exposure to changes in prices for natural gas that will be purchased in the future. Natural gas is the largest and most volatile component of our manufacturing cost for nitrogen-based products. From time to time, we may also use derivative financial instruments to reduce our exposure to changes in foreign currency exchange rates. The derivatives that we use to reduce our exposure to changes in prices for natural gas are primarily natural gas fixed price swaps, basis swaps and options traded in the over-the-counter 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 recognized in earnings. As of September 30, 2022, we had natural gas derivative contracts covering certain periods through March 2023. As of September 30, 2022, our open natural gas derivative contracts consisted of natural gas fixed price swaps, basis swaps and options for 48.2 million MMBtus of natural gas. As of December 31, 2021, we had open natural gas derivative contracts consisting of natural gas fixed price swaps, basis swaps and options for 60.0 million MMBtus of natural gas. For the nine months ended September 30, 2022, we used derivatives to cover approximately 16% of our natural gas consumption. The effect of derivatives in our consolidated statements of operations is shown in the table below. Gain (loss) recognized in income Three months ended Nine months ended Location 2022 2021 2022 2021 (in millions) Unrealized net (losses) gains on natural gas derivatives Cost of sales $ (11) $ 12 $ 39 $ 18 Realized net gains (losses) on natural gas derivatives Cost of sales 12 — 20 (3) Gain on net settlement of natural gas derivatives due to Winter Storm Uri Cost of sales — — — 112 Net derivative gains $ 1 $ 12 $ 59 $ 127 Gain on net settlement of natural gas derivatives due to Winter Storm Uri We also enter into supply agreements to facilitate the availability of natural gas to operate our plants. When we purchase natural gas under these agreements, we intend to take physical delivery for use in our plants. Certain of these supply agreements allow us to fix the price of the deliveries for the following month using an agreed upon first of month price. We utilize the Normal Purchase Normal Sales (NPNS) derivative scope exception for these fixed price contracts and therefore, we do not account for them as derivatives. In the first quarter of 2021, the central portion of the United States experienced extreme and unprecedented cold weather due to the impact of Winter Storm Uri. Certain natural gas suppliers and natural gas pipelines declared force majeure events due to frozen equipment. This occurred at the same time as large increases in natural gas demand were occurring due to the extreme cold temperatures. Due to these unprecedented factors, several states declared a state of emergency and natural gas was redirected for residential usage. We net settled certain natural gas contracts with our suppliers and received prevailing market prices, which were in excess of our cost. We no longer qualified for the NPNS derivative scope exception for the natural gas that was net settled with our suppliers due to the impact of Winter Storm Uri. As a result, we recognized a gain of $112 million from the net settlement of these natural gas contracts, which is reflected in cost of sales in our consolidated statement of operations for the nine months ended September 30, 2021. The fair values of derivatives on our consolidated balance sheets are shown below. As of September 30, 2022 and December 31, 2021, none of our derivative instruments were designated as hedging instruments. See Note 9—Fair Value Measurements for additional information on derivative fair values. Asset Derivatives Liability Derivatives Balance Sheet Location September 30, December 31, 2021 Balance Sheet September 30, December 31, 2021 (in millions) (in millions) Natural gas derivatives Other current assets $ 26 $ 16 Other current liabilities $ (20) $ (47) Most of our International Swaps and Derivatives Association (ISDA) agreements contain credit-risk-related contingent features such as cross default provisions. In the event of certain defaults or termination events, our counterparties may request early termination and net settlement of certain derivative trades, or under certain ISDA agreements, may require us to collateralize derivatives in a net liability position. As of September 30, 2022 and December 31, 2021, the aggregate fair value of the derivative instruments with credit-risk-related contingent features in net liability positions was zero and $31 million, respectively, which also approximates the fair value of the assets that may be needed to settle the obligations if the credit-risk-related contingent features were triggered at the reporting dates. The credit support documents executed in connection with certain of our 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. As of September 30, 2022 and December 31, 2021, we had no cash collateral on deposit with counterparties for derivative contracts. The following table presents amounts relevant to offsetting of our derivative assets and liabilities as of September 30, 2022 and December 31, 2021: Amounts presented in consolidated balance sheets (1) Gross amounts not offset in consolidated balance sheets Financial Cash collateral received (pledged) Net (in millions) September 30, 2022 Total derivative assets $ 26 $ — $ — $ 26 Total derivative liabilities (20) — — (20) Net derivative assets $ 6 $ — $ — $ 6 December 31, 2021 Total derivative assets $ 16 $ — $ — $ 16 Total derivative liabilities (47) — — (47) Net derivative liabilities $ (31) $ — $ — $ (31) _______________________________________________________________________________ (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 Interest
Noncontrolling Interest | 9 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | We have a strategic venture with CHS under which CHS owns an equity interest in CFN, a subsidiary of CF Holdings, which represents approximately 11% of the membership interests of CFN. We own the remaining membership interests. Under the terms of CFN’s limited liability company agreement, each member’s interest will reflect, over time, the impact of the profitability of CFN, any member contributions made to CFN and withdrawals and distributions received from CFN. For financial reporting purposes, the assets, liabilities and earnings of the strategic venture are consolidated into our financial statements. CHS’ interest in the strategic venture is recorded in noncontrolling interest in our consolidated financial statements. A reconciliation of the beginning and ending balances of noncontrolling interest and distributions payable to noncontrolling interest in our consolidated balance sheets is provided below. 2022 2021 (in millions) Noncontrolling interest: Balance as of January 1 $ 2,830 $ 2,681 Earnings attributable to noncontrolling interest 442 189 Declaration of distributions payable (619) (194) Balance as of September 30 $ 2,653 $ 2,676 Distributions payable to noncontrolling interest: Balance as of January 1 $ — $ — Declaration of distributions payable 619 194 Distributions to noncontrolling interest (619) (194) Balance as of September 30 $ — $ — CHS also receives deliveries pursuant to a supply agreement under which CHS has the right to purchase annually from CFN up to approximately 1.1 million tons of granular urea and 580,000 tons of UAN at market prices. As a result of its equity interest in CFN, CHS is entitled to semi-annual cash distributions from CFN. We are also entitled to semi-annual cash distributions from CFN. The amounts of distributions from CFN to us and CHS are based generally on the profitability of CFN and determined based on the volume of granular urea and UAN sold by CFN to us and CHS pursuant to supply agreements, less a formula driven amount based primarily on the cost of natural gas used to produce the granular urea and UAN, and adjusted for the allocation of items such as operational efficiencies and overhead amounts. Additionally, under the terms of the strategic venture, we recognized an embedded derivative related to our credit rating. See Note 9—Fair Value Measurements for additional information. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | 2022 Equity and Incentive Plan In May 2022, our shareholders approved the CF Industries Holdings, Inc. 2022 Equity and Incentive Plan (the Plan), including 2.5 million new shares of the Company’s common stock available for grant thereunder as part of our pay-for-performance compensation program, which we use to provide incentives that are aligned with the interests of our shareholders. The Plan replaced the CF Industries Holdings, Inc. 2014 Equity and Incentive Plan and permits grants of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards, which in each case may be conditioned on performance criteria, to employees and certain consultants of the Company and its subsidiaries and non-employee directors of the Company. Treasury Stock On November 3, 2021, our Board of Directors (the Board) authorized the repurchase of up to $1.5 billion of CF Holdings common stock through December 31, 2024 (the 2021 Share Repurchase Program). Repurchases under the 2021 Share Repurchase Program 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 will be determined by our management based on the evaluation of market conditions, stock price, and other factors. See Note 19—Subsequent Event for additional information. In the nine months ended September 30, 2022, we repurchased approximately 12.7 million shares under the 2021 Share Repurchase Program for $1.12 billion, of which $27 million was accrued and unpaid as of September 30, 2022. In the nine months ended September 30, 2022, we retired approximately 3.2 million shares of repurchased stock, and we held approximately 9.9 million shares of treasury stock as of September 30, 2022. Accumulated Other Comprehensive Loss Changes to accumulated other comprehensive loss and the impact on other comprehensive income (loss) are as follows: Foreign Unrealized Defined Accumulated (in millions) Balance as of December 31, 2020 $ (144) $ 4 $ (180) $ (320) Loss arising during the period — — (4) (4) Reclassification to earnings (1) — — 9 9 Effect of exchange rate changes and deferred taxes (2) — 1 (1) Balance as of September 30, 2021 $ (146) $ 4 $ (174) $ (316) Balance as of December 31, 2021 $ (141) $ 4 $ (120) $ (257) Gain arising during the period — — 3 3 Reclassification to earnings (2) — — 26 26 Effect of exchange rate changes and deferred taxes (49) — 7 (42) Balance as of September 30, 2022 $ (190) $ 4 $ (84) $ (270) ____________________________________________________________________________ (1) Reclassifications out of accumulated other comprehensive loss to the consolidated statements of operations during the three and nine months ended September 30, 2021 were not material. (2) Reclassifications out of accumulated other comprehensive loss to the consolidated statements of operations during the three and nine months ended September 30, 2022 include a non-cash pre-tax pension settlement loss of $24 million. See Note 11—Pension Retiree Annuity Purchase for additional information. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
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. Various subsidiaries of CF Industries Holdings, Inc. (the CF Entities) were 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 were 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, and breach of warranty under Texas law. Although we did not own or operate the facility or directly sell our products to West Fertilizer Co., products that the CF Entities manufactured and sold to others were delivered to the facility and may have been stored at the West facility at the time of the incident. All but two of the claims, including all wrongful death and personal injury claims, have been resolved pursuant to confidential settlements that have been or we expect will be fully funded by insurance. The two remaining subrogation and statutory indemnification claims have not yet been set for trial. We believe we have strong legal and factual defenses and intend to continue defending the CF Entities vigorously in the remaining lawsuits. Based upon currently available information, we expect any potential loss to be immaterial and fully indemnified by insurance. 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 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 the Comprehensive Environmental Response, Compensation, and Liability Act 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. The remedial investigation was submitted to the agencies in 2021. The next step will be a risk assessment, followed by a feasibility study. In 2015, we and several other parties received a notice that the U.S. Department of the Interior and other trustees intended to undertake a natural resource damage assessment for 18 former phosphate mines and three former processing facilities in southeast Idaho. The Georgetown Canyon former mine and processing facility was included in the group of former mines and processing facilities identified by the trustees. In June 2021, we received another notice from the U.S. Department of the Interior that the natural resource damage trustees were commencing a ‘subsequent’ phase of the natural resource damage assessment, but no further details were provided with respect to said assessment. Because the former Georgetown Canyon mine site is still in the risk assessment and feasibility study stage, we are not able to estimate at this time our potential liability, if any, with respect to the cleanup of the site or a possible claim for natural resource damages. However, based on the results of the site investigation conducted to date, we do not expect the remedial or financial obligations to which we may be subject involving this or other cleanup sites will have a material adverse effect on our consolidated financial position, results of operations or cash flows. |
Segment Disclosures
Segment Disclosures | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Disclosures | Our reportable segments consist of Ammonia, Granular Urea, UAN, AN and Other. These segments are differentiated by products. Our management uses gross margin to evaluate segment performance and allocate resources. Total other operating costs and expenses (consisting primarily of selling, general and administrative expenses and other operating—net) and non-operating expenses (consisting primarily of 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 chief operating decision maker 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, 2022 and 2021 are presented in the table below. Ammonia (1) Granular Urea (2) UAN (2) AN (2) Other (2) Consolidated (in millions) Three months ended September 30, 2022 Net sales $ 531 $ 689 $ 736 $ 180 $ 185 $ 2,321 Cost of sales 353 394 414 136 108 1,405 Gross margin $ 178 $ 295 $ 322 $ 44 $ 77 916 Total other operating costs and expenses (3) 186 Equity in earnings of operating affiliate 20 Operating earnings $ 750 Three months ended September 30, 2021 Net sales $ 344 $ 386 $ 390 $ 118 $ 124 $ 1,362 Cost of sales 262 200 233 122 105 922 Gross margin $ 82 $ 186 $ 157 $ (4) $ 19 440 Total other operating costs and expenses (3) 552 Equity in earnings of operating affiliate 15 Operating loss $ (97) Nine months ended September 30, 2022 Net sales $ 2,286 $ 2,287 $ 2,727 $ 656 $ 622 $ 8,578 Cost of sales 1,075 1,024 1,102 458 314 3,973 Gross margin $ 1,211 $ 1,263 $ 1,625 $ 198 $ 308 4,605 Total other operating costs and expenses (3) 493 Equity in earnings of operating affiliate 74 Operating earnings $ 4,186 Nine months ended September 30, 2021 Net sales $ 1,009 $ 1,218 $ 1,056 $ 359 $ 356 $ 3,998 Cost of sales 675 705 759 337 290 2,766 Gross margin $ 334 $ 513 $ 297 $ 22 $ 66 1,232 Total other operating costs and expense (3) 669 Equity in earnings of operating affiliate 37 Operating earnings $ 600 _______________________________________________________________________________ (1) Cost of sales and gross margin for the Ammonia segment for the nine months ended September 30, 2021 include a $112 million gain on the net settlement of certain natural gas contracts with our suppliers. See Note 14—Derivative Financial Instruments for additional information. (2) The cost of the products that are upgraded into other products is transferred at cost into the upgraded product results. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Event | 19. Subsequent Event On November 2, 2022, the Board authorized the repurchase of up to $3 billion of CF Holdings common stock commencing upon completion of the 2021 Share Repurchase Program and effective through December 31, 2025 (the 2022 Share Repurchase Program). Repurchases under the 2022 Share Repurchase Program may be made from time to time in the open market, through privately negotiated transactions, block transactions or otherwise. The manner, timing and amount of repurchases will be determined by our management based on the evaluation of market conditions, stock price, and other factors. See Note 16—Stockholders’ Equity for information related to the 2021 Share Repurchase Program, which expires on December 31, 2024. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table summarizes our revenue by product and by geography (based on destination of our shipment) for the three and nine months ended September 30, 2022 and 2021: Ammonia Granular Urea UAN AN Other Total (in millions) Three months ended September 30, 2022 North America $ 367 $ 571 $ 531 $ 70 $ 132 $ 1,671 Europe and other 164 118 205 110 53 650 Total revenue $ 531 $ 689 $ 736 $ 180 $ 185 $ 2,321 Three months ended September 30, 2021 North America $ 279 $ 386 $ 324 $ 48 $ 94 $ 1,131 Europe and other 65 — 66 70 30 231 Total revenue $ 344 $ 386 $ 390 $ 118 $ 124 $ 1,362 Nine months ended September 30, 2022 North America $ 1,937 $ 2,123 $ 2,421 $ 229 $ 465 $ 7,175 Europe and other 349 164 306 427 157 1,403 Total revenue $ 2,286 $ 2,287 $ 2,727 $ 656 $ 622 $ 8,578 Nine months ended September 30, 2021 North America $ 878 $ 1,218 $ 949 $ 144 $ 263 $ 3,452 Europe and other 131 — 107 215 93 546 Total revenue $ 1,009 $ 1,218 $ 1,056 $ 359 $ 356 $ 3,998 |
Net Earnings Per Share (Tables)
Net Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of net earnings per share | Net earnings (loss) per share were computed as follows: Three months ended Nine months ended 2022 2021 2022 2021 (in millions, except per share amounts) Net earnings (loss) attributable to common stockholders $ 438 $ (185) $ 2,486 $ 212 Basic earnings (loss) per common share: Weighted-average common shares outstanding 200.2 214.9 205.6 215.3 Net earnings (loss) attributable to common stockholders $ 2.19 $ (0.86) $ 12.09 $ 0.99 Diluted earnings (loss) per common share: Weighted-average common shares outstanding 200.2 214.9 205.6 215.3 Dilutive common shares—stock-based awards 0.7 — 0.9 1.1 Diluted weighted-average common shares outstanding 200.9 214.9 206.5 216.4 Net earnings (loss) attributable to common stockholders $ 2.18 $ (0.86) $ 12.04 $ 0.98 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consist of the following: September 30, December 31, (in millions) Finished goods $ 464 $ 358 Raw materials, spare parts and supplies 36 50 Total inventories $ 500 $ 408 |
Property, Plant and Equipment_2
Property, Plant and Equipment-Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 $ 112 $ 68 Machinery and equipment (1) 12,523 12,757 Buildings and improvements (1) 910 915 Construction in progress (1) 166 148 Property, plant and equipment (2) 13,711 13,888 Less: Accumulated depreciation and amortization 7,211 6,807 Property, plant and equipment—net $ 6,500 $ 7,081 _______________________________________________________________________________ (1) As of September 30, 2022, machinery and equipment, buildings and improvements, and construction in progress include cumulative impairment charges of $354 million, $7 million and $25 million, respectively, which include impairment charges related to our U.K. operations of $135 million and $69 million recorded in the second quarter and third quarter of 2022, respectively, and $182 million recorded in 2021. As of December 31, 2021, machinery and equipment, buildings and improvements, and construction in progress include cumulative impairment charges related to our U.K. operations of $169 million, $5 million and $8 million, respectively, which were recorded in the third quarter of 2021. |
Summary of plant turnaround activity | Nine months ended 2022 2021 (in millions) Net capitalized turnaround costs: Balance as of January 1 $ 355 $ 226 Additions 84 215 Depreciation (101) (84) Impairment (21) — Effect of exchange rate changes (7) — Balance as of September 30 $ 310 $ 357 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 reportable segment as of September 30, 2022 and December 31, 2021: Ammonia (1) Granular Urea UAN AN (1) Other (1) Total (in millions) Balance as of December 31, 2021 $ 579 $ 828 $ 576 $ 69 $ 39 $ 2,091 Effect of exchange rate changes (3) — — — — (3) Balance as of September 30, 2022 $ 576 $ 828 $ 576 $ 69 $ 39 $ 2,088 _______________________________________________________________________________ (1) At both September 30, 2022 and December 31, 2021, the carrying amount of goodwill includes accumulated impairment losses in our Ammonia, AN and Other segments of $9 million, $241 million and $35 million, respectively, which consist of impairment charges related to our U.K. operations. |
Schedule of the identifiable intangibles and their carrying values presented in other noncurrent assets on consolidated balance sheet | All of our identifiable intangible assets have definite lives and are presented in other assets on our consolidated balance sheets at gross carrying amount, net of accumulated amortization, as follows: September 30, 2022 December 31, 2021 Gross Accumulated Net Gross Accumulated Net (in millions) Customer relationships (1) $ 50 $ (35) $ 15 $ 84 $ (60) $ 24 Trade names (2) — — — 31 (10) 21 Total intangible assets $ 50 $ (35) $ 15 $ 115 $ (70) $ 45 _______________________________________________________________________________ (1) As of September 30, 2022, the gross carrying amount for customer relationships includes cumulative impairment charges related to our U.K. operations of $55 million, of which $6 million was recorded in the third quarter of 2022 and $49 million was recorded in 2021. As of December 31, 2021, the gross carrying amount for customer relationships includes cumulative impairment charges of $49 million, which were recorded in 2021. (2) As of September 30, 2022, trade names, which are related to our U.K. operations, had been written down to zero as a result of cumulative impairment charges of $18 million, including $9 million recorded in the third quarter of 2022, $8 million recorded in the second quarter of 2022, and $1 million recorded in 2021. At December 31, 2021, the gross carrying amount for trade names includes cumulative impairment charges of $1 million, which were recorded in 2021. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 Cost Basis Unrealized Unrealized Fair Value (in millions) Cash $ 157 $ — $ — $ 157 Cash equivalents: U.S. and Canadian government obligations 1,813 — — 1,813 Other debt securities 222 — — 222 Total cash and cash equivalents $ 2,192 $ — $ — $ 2,192 Nonqualified employee benefit trusts 16 — — 16 December 31, 2021 Cost Basis Unrealized Unrealized Fair Value (in millions) Cash $ 121 $ — $ — $ 121 Cash equivalents: U.S. and Canadian government obligations 1,452 — — 1,452 Other debt securities 55 — — 55 Total cash and cash equivalents $ 1,628 $ — $ — $ 1,628 Nonqualified employee benefit trusts 17 3 — 20 |
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, 2022 and December 31, 2021 that are recognized at fair value on a recurring basis, and indicate the fair value hierarchy utilized to determine such fair value: September 30, 2022 Total Fair Quoted Prices Significant Significant (in millions) Cash equivalents $ 2,035 $ 2,035 $ — $ — Nonqualified employee benefit trusts 16 16 — — Derivative assets 26 — 26 — Derivative liabilities (20) — (20) — Embedded derivative liability (15) — (15) — December 31, 2021 Total Fair Quoted Prices Significant Significant (in millions) Cash equivalents $ 1,507 $ 1,507 $ — $ — Nonqualified employee benefit trusts 20 20 — — Derivative assets 16 — 16 — Derivative liabilities (47) — (47) — Embedded derivative liability (15) — (15) — |
Schedule of carrying amounts and estimated fair values of financial instruments | The carrying amount and estimated fair value of our financial instruments are as follows: September 30, 2022 December 31, 2021 Carrying Fair Value Carrying Fair Value (in millions) Long-term debt $ 2,965 $ 2,643 $ 3,465 $ 4,113 |
Financing Agreements (Tables)
Financing Agreements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Components of long-term debt | Long-term debt presented on our consolidated balance sheets as of September 30, 2022 and December 31, 2021 consisted of the following debt securities issued by CF Industries: Effective Interest Rate September 30, 2022 December 31, 2021 Principal Carrying Amount (1) Principal Carrying Amount (1) (in millions) Public Senior Notes: 3.450% due June 2023 3.665% $ — $ — $ 500 $ 499 5.150% due March 2034 5.293% 750 741 750 741 4.950% due June 2043 5.040% 750 742 750 742 5.375% due March 2044 5.478% 750 740 750 741 Senior Secured Notes: 4.500% due December 2026 (2) 4.783% 750 742 750 742 Total long-term debt $ 3,000 $ 2,965 $ 3,500 $ 3,465 _______________________________________________________________________________ (1) Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was $7 million and $8 million as of September 30, 2022 and December 31, 2021, respectively, and total deferred debt issuance costs were $28 million and $27 million as of September 30, 2022 and December 31, 2021, respectively. (2) Effective August 23, 2021, these notes are no longer secured, in accordance with the terms of the applicable indenture. |
Interest Expense (Tables)
Interest Expense (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Interest Expense [Abstract] | |
Schedule of interest expense | Details of interest expense are as follows: Three months ended Nine months ended 2022 2021 2022 2021 (in millions) Interest on borrowings (1) $ 38 $ 43 $ 118 $ 133 Fees on financing agreements (1) 2 3 6 7 Interest on tax liabilities (2) 6 — 246 — Interest capitalized — — (1) — Total interest expense $ 46 $ 46 $ 369 $ 140 _______________________________________________________________________________ (1) See Note 12—Financing Agreements for additional information. (2) See Note 10—Income Taxes for additional information. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments, Gain (Loss) | The effect of derivatives in our consolidated statements of operations is shown in the table below. Gain (loss) recognized in income Three months ended Nine months ended Location 2022 2021 2022 2021 (in millions) Unrealized net (losses) gains on natural gas derivatives Cost of sales $ (11) $ 12 $ 39 $ 18 Realized net gains (losses) on natural gas derivatives Cost of sales 12 — 20 (3) Gain on net settlement of natural gas derivatives due to Winter Storm Uri Cost of sales — — — 112 Net derivative gains $ 1 $ 12 $ 59 $ 127 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair values of derivatives on our consolidated balance sheets are shown below. As of September 30, 2022 and December 31, 2021, none of our derivative instruments were designated as hedging instruments. See Note 9—Fair Value Measurements for additional information on derivative fair values. Asset Derivatives Liability Derivatives Balance Sheet Location September 30, December 31, 2021 Balance Sheet September 30, December 31, 2021 (in millions) (in millions) Natural gas derivatives Other current assets $ 26 $ 16 Other current liabilities $ (20) $ (47) |
Offsetting Liabilities | The following table presents amounts relevant to offsetting of our derivative assets and liabilities as of September 30, 2022 and December 31, 2021: Amounts presented in consolidated balance sheets (1) Gross amounts not offset in consolidated balance sheets Financial Cash collateral received (pledged) Net (in millions) September 30, 2022 Total derivative assets $ 26 $ — $ — $ 26 Total derivative liabilities (20) — — (20) Net derivative assets $ 6 $ — $ — $ 6 December 31, 2021 Total derivative assets $ 16 $ — $ — $ 16 Total derivative liabilities (47) — — (47) Net derivative liabilities $ (31) $ — $ — $ (31) _______________________________________________________________________________ (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. |
Offsetting Assets | The following table presents amounts relevant to offsetting of our derivative assets and liabilities as of September 30, 2022 and December 31, 2021: Amounts presented in consolidated balance sheets (1) Gross amounts not offset in consolidated balance sheets Financial Cash collateral received (pledged) Net (in millions) September 30, 2022 Total derivative assets $ 26 $ — $ — $ 26 Total derivative liabilities (20) — — (20) Net derivative assets $ 6 $ — $ — $ 6 December 31, 2021 Total derivative assets $ 16 $ — $ — $ 16 Total derivative liabilities (47) — — (47) Net derivative liabilities $ (31) $ — $ — $ (31) _______________________________________________________________________________ (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 Interest (Tables
Noncontrolling Interest (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | A reconciliation of the beginning and ending balances of noncontrolling interest and distributions payable to noncontrolling interest in our consolidated balance sheets is provided below. 2022 2021 (in millions) Noncontrolling interest: Balance as of January 1 $ 2,830 $ 2,681 Earnings attributable to noncontrolling interest 442 189 Declaration of distributions payable (619) (194) Balance as of September 30 $ 2,653 $ 2,676 Distributions payable to noncontrolling interest: Balance as of January 1 $ — $ — Declaration of distributions payable 619 194 Distributions to noncontrolling interest (619) (194) Balance as of September 30 $ — $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of changes to AOCI | Changes to accumulated other comprehensive loss and the impact on other comprehensive income (loss) are as follows: Foreign Unrealized Defined Accumulated (in millions) Balance as of December 31, 2020 $ (144) $ 4 $ (180) $ (320) Loss arising during the period — — (4) (4) Reclassification to earnings (1) — — 9 9 Effect of exchange rate changes and deferred taxes (2) — 1 (1) Balance as of September 30, 2021 $ (146) $ 4 $ (174) $ (316) Balance as of December 31, 2021 $ (141) $ 4 $ (120) $ (257) Gain arising during the period — — 3 3 Reclassification to earnings (2) — — 26 26 Effect of exchange rate changes and deferred taxes (49) — 7 (42) Balance as of September 30, 2022 $ (190) $ 4 $ (84) $ (270) ____________________________________________________________________________ (1) Reclassifications out of accumulated other comprehensive loss to the consolidated statements of operations during the three and nine months ended September 30, 2021 were not material. (2) Reclassifications out of accumulated other comprehensive loss to the consolidated statements of operations during the three and nine months ended September 30, 2022 include a non-cash pre-tax pension settlement loss of $24 million. See Note 11—Pension Retiree Annuity Purchase for additional information. |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
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, 2022 and 2021 are presented in the table below. Ammonia (1) Granular Urea (2) UAN (2) AN (2) Other (2) Consolidated (in millions) Three months ended September 30, 2022 Net sales $ 531 $ 689 $ 736 $ 180 $ 185 $ 2,321 Cost of sales 353 394 414 136 108 1,405 Gross margin $ 178 $ 295 $ 322 $ 44 $ 77 916 Total other operating costs and expenses (3) 186 Equity in earnings of operating affiliate 20 Operating earnings $ 750 Three months ended September 30, 2021 Net sales $ 344 $ 386 $ 390 $ 118 $ 124 $ 1,362 Cost of sales 262 200 233 122 105 922 Gross margin $ 82 $ 186 $ 157 $ (4) $ 19 440 Total other operating costs and expenses (3) 552 Equity in earnings of operating affiliate 15 Operating loss $ (97) Nine months ended September 30, 2022 Net sales $ 2,286 $ 2,287 $ 2,727 $ 656 $ 622 $ 8,578 Cost of sales 1,075 1,024 1,102 458 314 3,973 Gross margin $ 1,211 $ 1,263 $ 1,625 $ 198 $ 308 4,605 Total other operating costs and expenses (3) 493 Equity in earnings of operating affiliate 74 Operating earnings $ 4,186 Nine months ended September 30, 2021 Net sales $ 1,009 $ 1,218 $ 1,056 $ 359 $ 356 $ 3,998 Cost of sales 675 705 759 337 290 2,766 Gross margin $ 334 $ 513 $ 297 $ 22 $ 66 1,232 Total other operating costs and expense (3) 669 Equity in earnings of operating affiliate 37 Operating earnings $ 600 _______________________________________________________________________________ (1) Cost of sales and gross margin for the Ammonia segment for the nine months ended September 30, 2021 include a $112 million gain on the net settlement of certain natural gas contracts with our suppliers. See Note 14—Derivative Financial Instruments for additional information. (2) The cost of the products that are upgraded into other products is transferred at cost into the upgraded product results. |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||||
Net sales | $ 2,321 | $ 1,362 | $ 8,578 | $ 3,998 | |
Customer advances | $ 511 | $ 511 | $ 700 |
Revenue Recognition - Revenue b
Revenue Recognition - Revenue by Product and by Geography (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 2,321 | $ 1,362 | $ 8,578 | $ 3,998 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 1,671 | 1,131 | 7,175 | 3,452 |
Europe and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 650 | 231 | 1,403 | 546 |
Ammonia(1) | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 531 | 344 | 2,286 | 1,009 |
Ammonia(1) | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 367 | 279 | 1,937 | 878 |
Ammonia(1) | Europe and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 164 | 65 | 349 | 131 |
Granular Urea | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 689 | 386 | 2,287 | 1,218 |
Granular Urea | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 571 | 386 | 2,123 | 1,218 |
Granular Urea | Europe and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 118 | 0 | 164 | 0 |
UAN | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 736 | 390 | 2,727 | 1,056 |
UAN | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 531 | 324 | 2,421 | 949 |
UAN | Europe and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 205 | 66 | 306 | 107 |
AN(1) | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 180 | 118 | 656 | 359 |
AN(1) | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 70 | 48 | 229 | 144 |
AN(1) | Europe and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 110 | 70 | 427 | 215 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 185 | 124 | 622 | 356 |
Other | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 132 | 94 | 465 | 263 |
Other | Europe and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 53 | $ 30 | $ 157 | $ 93 |
Revenue Recognition - Performan
Revenue Recognition - Performance Obligations (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Amount of remaining performance obligation | $ 1,300 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Performance Obligation, description of returns and other similar obligations, unfulfilled minimum contractual right of payment | $ 355 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Percent | 10% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Percent | 63% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Percent | 63% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Percent | 63% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Percent | 11% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Percent | 11% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Percent | 11% |
Net Earnings Per Share (Details
Net Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net earnings (loss) attributable to common stockholders | $ 438 | $ (185) | $ 2,486 | $ 212 |
Basic earnings (loss) per common share: | ||||
Weighted-average common shares outstanding | 200.2 | 214.9 | 205.6 | 215.3 |
Net earnings attributable to common stockholders (in dollars per share) | $ 2.19 | $ (0.86) | $ 12.09 | $ 0.99 |
Diluted earnings (loss) per common share: | ||||
Weighted-average common shares outstanding | 200.2 | 214.9 | 205.6 | 215.3 |
Dilutive common shares—stock options (in shares) | 0.7 | 0 | 0.9 | 1.1 |
Diluted weighted-average common shares outstanding | 200.9 | 214.9 | 206.5 | 216.4 |
Net earnings attributable to common stockholders diluted (in dollars per share) | $ 2.18 | $ (0.86) | $ 12.04 | $ 0.98 |
Antidilutive securities excluded from computation of EPS (in shares) | 0 | 3.5 | 0 | 1.2 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 464 | $ 358 |
Raw materials, spare parts and supplies | 36 | 50 |
Total inventories | $ 500 | $ 408 |
United Kingdom Operations, Pr_2
United Kingdom Operations, Proposed Restructuring and Impairment Charges (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | 21 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||||||
U.K. goodwill impairment | $ 0 | $ 259 | $ 0 | $ 259 | $ 285 | |||
U.K. long-lived and intangible asset impairment | 87 | $ 236 | $ 239 | $ 236 | 236 | |||
Additional long-lived and intangible asset impairment | $ 0 | $ 0 | ||||||
U.K. operations restructuring | 162 | |||||||
Asset impairment charges | 152 | |||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 15 | |||||||
U.K. | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Impairment of property plant and equipment | 69 | 135 | 182 | |||||
Machinery and equipment(1) | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Impairment of property plant and equipment | 169 | $ 354 | ||||||
Construction in progress | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Impairment of property plant and equipment | 8 | 25 | ||||||
Trade names | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 9 | 8 | $ 1 | $ 18 | ||||
Ince Facility | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Impairment of property plant and equipment | 135 | |||||||
Asset Retirement Obligation, Period Increase (Decrease) | 9 | |||||||
Severance costs | 8 | 10 | ||||||
Ince Facility | Raw Material and Spare Parts | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Asset impairment charges | 9 | |||||||
Ince Facility | Machinery and equipment(1) | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Impairment of property plant and equipment | 57 | 128 | ||||||
Ince Facility | Construction in progress | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Impairment of property plant and equipment | $ 12 | $ 5 |
Property, Plant and Equipment_3
Property, Plant and Equipment-Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | 21 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | |
Property, Plant and Equipment-Net | ||||||||
Gross property plant and equipment | $ 13,711 | $ 13,711 | $ 13,888 | $ 13,711 | ||||
Less: Accumulated depreciation and amortization | 7,211 | 7,211 | 6,807 | 7,211 | ||||
Net property, plant and equipment | 6,500 | 6,500 | 7,081 | 6,500 | ||||
U.K. long-lived and intangible asset impairment | 87 | $ 236 | 239 | $ 236 | 236 | |||
Construction in progress expenditures incurred but not yet paid | 60 | 78 | 35 | $ 43 | ||||
Depreciation and amortization | 219 | 198 | 643 | 637 | ||||
Changes in plant turnaround activity | ||||||||
U.K. operations restructuring | $ 162 | |||||||
Ince Facility | ||||||||
Changes in plant turnaround activity | ||||||||
Impairment of property plant and equipment | 135 | |||||||
U.K. | ||||||||
Changes in plant turnaround activity | ||||||||
Impairment of property plant and equipment | 69 | 135 | 182 | |||||
Land | ||||||||
Property, Plant and Equipment-Net | ||||||||
Gross property plant and equipment | 112 | 112 | 68 | 112 | ||||
Machinery and equipment(1) | ||||||||
Property, Plant and Equipment-Net | ||||||||
Gross property plant and equipment | 12,523 | 12,523 | 12,757 | 12,523 | ||||
Changes in plant turnaround activity | ||||||||
Balance at the beginning of the period | 355 | 226 | 226 | 226 | ||||
Additions | 84 | 215 | ||||||
Depreciation | (101) | (84) | ||||||
Capitalized Plant Turnaround, Impairment | (21) | 0 | ||||||
Effect of exchange rate changes | (7) | 0 | ||||||
Balance at the end of the period | 310 | $ 357 | 310 | $ 357 | 355 | $ 226 | 310 | |
Impairment of property plant and equipment | 169 | 354 | ||||||
Machinery and equipment(1) | Ince Facility | ||||||||
Changes in plant turnaround activity | ||||||||
Impairment of property plant and equipment | 57 | 128 | ||||||
Buildings and improvements(1) | ||||||||
Property, Plant and Equipment-Net | ||||||||
Gross property plant and equipment | 910 | 910 | 915 | 910 | ||||
Changes in plant turnaround activity | ||||||||
Impairment of property plant and equipment | 5 | 7 | ||||||
Buildings and improvements(1) | Ince Facility | ||||||||
Changes in plant turnaround activity | ||||||||
Impairment of property plant and equipment | 2 | |||||||
Construction in progress | ||||||||
Property, Plant and Equipment-Net | ||||||||
Gross property plant and equipment | 166 | $ 166 | 148 | 166 | ||||
Changes in plant turnaround activity | ||||||||
Impairment of property plant and equipment | $ 8 | $ 25 | ||||||
Construction in progress | Ince Facility | ||||||||
Changes in plant turnaround activity | ||||||||
Impairment of property plant and equipment | $ 12 | $ 5 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Goodwill | |||||
Goodwill, Beginning Balance | $ 2,091 | ||||
Effect of exchange rate changes | (3) | ||||
Goodwill, Ending Balance | $ 2,088 | 2,088 | $ 2,091 | ||
U.K. goodwill impairment | 0 | $ 259 | 0 | $ 259 | 285 |
Ammonia(1) | |||||
Goodwill | |||||
Goodwill, Beginning Balance | 579 | ||||
Effect of exchange rate changes | (3) | ||||
Goodwill, Ending Balance | 576 | 576 | 579 | ||
U.K. goodwill impairment | 9 | ||||
Granular Urea | |||||
Goodwill | |||||
Goodwill, Beginning Balance | 828 | ||||
Effect of exchange rate changes | 0 | ||||
Goodwill, Ending Balance | 828 | 828 | 828 | ||
UAN | |||||
Goodwill | |||||
Goodwill, Beginning Balance | 576 | ||||
Effect of exchange rate changes | 0 | ||||
Goodwill, Ending Balance | 576 | 576 | 576 | ||
AN(1) | |||||
Goodwill | |||||
Goodwill, Beginning Balance | 69 | ||||
Effect of exchange rate changes | 0 | ||||
Goodwill, Ending Balance | 69 | 69 | 69 | ||
U.K. goodwill impairment | 241 | ||||
Other(1) | |||||
Goodwill | |||||
Goodwill, Beginning Balance | 39 | ||||
Effect of exchange rate changes | 0 | ||||
Goodwill, Ending Balance | $ 39 | 39 | $ 39 | ||
U.K. goodwill impairment | $ 35 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Details 2) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | 21 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | |
Identifiable intangibles | |||||||
Gross Carrying Amount | $ 50 | $ 50 | $ 115 | $ 50 | |||
Accumulated Amortization | (35) | (35) | (70) | (35) | |||
Net | 15 | $ 15 | 45 | 15 | |||
Finite-Lived Intangible Asset, Useful Life | 18 years | ||||||
Amortization expense | 1 | $ 2 | $ 3 | $ 6 | |||
U.K. long-lived and intangible asset impairment | 87 | $ 236 | 239 | $ 236 | 236 | ||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 15 | ||||||
Total estimated amortization expense for the five succeeding fiscal years | |||||||
Remainder of 2022 | 1 | 1 | 1 | ||||
2023 | 3 | 3 | 3 | ||||
2024 | 3 | 3 | 3 | ||||
2025 | 3 | 3 | 3 | ||||
2026 | 3 | 3 | 3 | ||||
2027 | 3 | 3 | 3 | ||||
Trade names | |||||||
Identifiable intangibles | |||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 9 | $ 8 | 1 | 18 | |||
Customer relationships | |||||||
Identifiable intangibles | |||||||
Gross Carrying Amount | 50 | 50 | 84 | 50 | |||
Accumulated Amortization | (35) | (35) | (60) | (35) | |||
Net | 15 | 15 | 24 | 15 | |||
U.K. long-lived and intangible asset impairment | 6 | 49 | 55 | ||||
Trade names | |||||||
Identifiable intangibles | |||||||
Gross Carrying Amount | 0 | 0 | 31 | 0 | |||
Accumulated Amortization | 0 | 0 | (10) | 0 | |||
Net | $ 0 | $ 0 | $ 21 | $ 0 |
Equity Method Investment-Narrat
Equity Method Investment-Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Equity method investments | ||||
Obligation to purchase ammonia (as a percent) | 50% | |||
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 | 11 years | |||
Point Lisas Nitrogen Limited (PLNL) | Operating equity method investments | ||||
Equity method investments | ||||
Ownership interest (as a percent) | 50% | 50% | ||
Equity Method Investment | $ 86 | $ 86 | ||
Carrying value of investments in excess of the entity's share of the affiliates' book value | 36 | 36 | ||
Purchases of ammonia from PLNL | $ 61 | $ 30 | $ 212 | $ 93 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule of Investments [Line Items] | ||
Cash | $ 157 | $ 121 |
Cash and Cash Equivalents | ||
Cash equivalents: | ||
Cost Basis | 2,192 | 1,628 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 2,192 | 1,628 |
U.S. and Canadian government obligations | Cash and Cash Equivalents | ||
Cash equivalents: | ||
Cost Basis | 1,813 | 1,452 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 1,813 | 1,452 |
Other debt securities | Cash and Cash Equivalents | ||
Cash equivalents: | ||
Cost Basis | 222 | 55 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 222 | 55 |
Nonqualified employee benefit trusts | ||
Cash equivalents: | ||
Cost Basis | 16 | 17 |
Unrealized Gains | 0 | 3 |
Unrealized Losses | 0 | 0 |
Fair Value | $ 16 | $ 20 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details 2) - USD ($) $ in Millions | 3 Months Ended | |||||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2022 | Dec. 31, 2021 | |
Assets and liabilities measured at fair value on a recurring basis | ||||||||
Payments for Strategic Venture Compliance | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | ||
Estimate of Fair Value Measurement | ||||||||
Assets and liabilities measured at fair value on a recurring basis | ||||||||
Fair value of long-term debt, including current portion | $ 2,643 | $ 4,113 | ||||||
Reported Value Measurement | ||||||||
Assets and liabilities measured at fair value on a recurring basis | ||||||||
Fair value of long-term debt, including current portion | 2,965 | 3,465 | ||||||
Recurring basis | ||||||||
Assets and liabilities measured at fair value on a recurring basis | ||||||||
Cash equivalents | 2,035 | 1,507 | ||||||
Nonqualified employee benefit trusts | 16 | 20 | ||||||
Derivative Liability | 20 | 47 | ||||||
Embedded derivative liability | (15) | (15) | ||||||
Derivative Asset | 26 | 16 | ||||||
Recurring basis | Quoted Prices in Active Markets (Level 1) | ||||||||
Assets and liabilities measured at fair value on a recurring basis | ||||||||
Cash equivalents | 2,035 | 1,507 | ||||||
Nonqualified employee benefit trusts | 16 | 20 | ||||||
Derivative Liability | 0 | 0 | ||||||
Embedded derivative liability | 0 | 0 | ||||||
Derivative Asset | 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 | ||||||
Nonqualified employee benefit trusts | 0 | 0 | ||||||
Derivative Liability | 20 | 47 | ||||||
Embedded derivative liability | (15) | (15) | ||||||
Derivative Asset | 26 | 16 | ||||||
Recurring basis | Fair Value, Inputs (Level 3) | ||||||||
Assets and liabilities measured at fair value on a recurring basis | ||||||||
Cash equivalents | 0 | 0 | ||||||
Nonqualified employee benefit trusts | 0 | 0 | ||||||
Derivative Liability | 0 | 0 | ||||||
Embedded derivative liability | 0 | 0 | ||||||
Derivative Asset | $ 0 | $ 0 |
Income Taxes Incomes Taxes (Det
Income Taxes Incomes Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||||
Income tax provision (benefit) | $ 155 | $ (46) | $ 913 | $ 57 | |
Effective Income Tax Rate Reconciliation, Percent | 22.30% | 34.30% | 23.80% | 12.30% | |
Effective Income Tax Rate Reconciliation, Tax Settlement, Amount | $ 36 | ||||
Less: Net earnings attributable to noncontrolling interest | $ 100 | $ 94 | $ 442 | $ 189 | |
Effective Income Tax Rate Reconciliation, period increase/(decrease) due to noncontrolling interest | 3.70% | 14% | 3.10% | 8.70% | |
Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-based Payment Arrangement, Amount | $ 22 | ||||
Unrecognized Tax Benefits | $ 329 | 329 | $ 27 | ||
Income Tax Examination, Penalties and Interest Accrued | 123 | 123 | $ 4 | ||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 693 | $ (137) | 3,841 | $ 458 | |
Foreign Tax Authority | Canada Revenue Agency [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Effective Income Tax Rate Reconciliation, Tax Settlement, Foreign, Amount | 78 | ||||
Foreign Tax Authority | Canada Revenue Agency [Member] | Tax Years 2006-2011 | |||||
Operating Loss Carryforwards [Line Items] | |||||
Income Tax Examination, Liability (Refund) Adjustment from Settlement with Taxing Authority | 129 | 129 | |||
Income Tax Examination, Interest Expense | 66 | 103 | |||
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | 103 | 103 | |||
Effective Income Tax Rate Reconciliation, Tax Contingency, Foreign, Amount | 78 | ||||
Income Tax Examination, Penalties Expense | 81 | ||||
Reduction in net interest expense | 1 | 1 | |||
Foreign Tax Authority | Canada Revenue Agency [Member] | Tax Years 2012 and After | |||||
Operating Loss Carryforwards [Line Items] | |||||
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions | 314 | ||||
Income Taxes Receivable, Noncurrent | 359 | 359 | |||
Accrued Income Taxes, Noncurrent | 33 | 33 | |||
Unrecognized Tax Benefits, Income Tax Penalties Accrued | 123 | 123 | |||
Foreign Tax Authority | Canada Revenue Agency [Member] | Tax Year 2012 and After | |||||
Operating Loss Carryforwards [Line Items] | |||||
Income Tax Examination, Interest Expense | 4 | 90 | |||
Effective Income Tax Rate Reconciliation, Tax Contingency, Foreign, Amount | 3 | 16 | |||
Income Tax Examination, Estimate of Possible Loss | 29 | ||||
Unrecognized Tax Benefits, Estimated Interest on Income Taxes Accrued, Net of Taxes | 98 | 98 | |||
Income Tax Examination, Interest Expense, Net of Taxes | 5 | ||||
Domestic Tax Authority | |||||
Operating Loss Carryforwards [Line Items] | |||||
Income Taxes Receivable | $ 51 | $ 51 |
Compensation Related Costs, R_2
Compensation Related Costs, Retirement Benefits (Details) retiree in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jul. 15, 2022 retiree | |
Retirement Benefits [Abstract] | ||||
Defined Benefit Plan, Benefit Obligation, Divestiture | $ 375 | |||
Defined Benefit Plan, number of employees affected | retiree | 4 | |||
Pension settlement loss | $ 24 | $ 24 | $ 0 |
Financing Agreements (Details)
Financing Agreements (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 10, 2021 |
Debt Instruments | |||
Principal | $ 3,000 | $ 3,500 | |
Carrying amount | 2,965 | 3,465 | |
Long-term debt | 2,965 | 3,465 | |
CF Industries | |||
Debt Instruments | |||
Unamortized debt discount | 7 | 8 | |
Total deferred debt issuance costs | $ 28 | $ 27 | |
CF Industries | Senior Notes | Senior notes 3.450% due 2023 | |||
Financing agreements | |||
Interest rate (as a percent) | 3.45% | 3.45% | |
Debt Instruments | |||
Effective Interest Rate (percent) | 3.665% | 3.665% | |
Principal | $ 0 | $ 500 | $ 750 |
Carrying amount | $ 0 | $ 499 | |
CF Industries | Senior Notes | Senior notes 5.150% due 2034 | |||
Financing agreements | |||
Interest rate (as a percent) | 5.15% | 5.15% | |
Debt Instruments | |||
Effective Interest Rate (percent) | 5.293% | 5.293% | |
Principal | $ 750 | $ 750 | |
Carrying amount | $ 741 | $ 741 | |
CF Industries | Senior Notes | Senior notes 4.950% due 2043 | |||
Financing agreements | |||
Interest rate (as a percent) | 4.95% | 4.95% | |
Debt Instruments | |||
Effective Interest Rate (percent) | 5.04% | 5.04% | |
Principal | $ 750 | $ 750 | |
Carrying amount | $ 742 | $ 742 | |
CF Industries | Senior Notes | Senior notes 5.375% due 2044 | |||
Financing agreements | |||
Interest rate (as a percent) | 5.375% | 5.375% | |
Debt Instruments | |||
Effective Interest Rate (percent) | 5.478% | 5.478% | |
Principal | $ 750 | $ 750 | |
Carrying amount | $ 740 | $ 741 | |
CF Industries | Senior Notes | Senior Notes 4.500% Due 2026 | |||
Financing agreements | |||
Interest rate (as a percent) | 4.50% | 4.50% | |
Debt Instruments | |||
Effective Interest Rate (percent) | 4.783% | 4.783% | |
Principal | $ 750 | $ 750 | |
Carrying amount | $ 742 | $ 742 |
Financing Agreements - Narrativ
Financing Agreements - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 10, 2021 | Mar. 20, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 05, 2019 | Jul. 29, 2016 | |
Financing agreements | ||||||||||
Loss on debt extinguishment | $ 0 | $ 13,000,000 | $ 6,000,000 | $ 8,000,000 | $ 19,000,000 | |||||
Principal | 3,000,000,000 | 3,000,000,000 | $ 3,500,000,000 | |||||||
Letter of Credit | Letter of Credit | ||||||||||
Financing agreements | ||||||||||
Maximum borrowing capacity | 350,000,000 | 350,000,000 | ||||||||
Line of Credit Facility, Fair Value of Amount Outstanding | 197,000,000 | 197,000,000 | ||||||||
Line of Credit Facility, Increase (Decrease), Net | 100,000,000 | |||||||||
CF Industries | Credit Agreement | ||||||||||
Financing agreements | ||||||||||
Available credit | 750,000,000 | 750,000,000 | ||||||||
Outstanding letters of credit | 0 | 0 | ||||||||
Long-term Line of Credit | $ 0 | $ 0 | $ 0 | |||||||
CF Industries | Amendment No. 4 to the Third Amended and Restated Revolving Credit Agreement | Letter of Credit | Revolving Credit Facility | ||||||||||
Financing agreements | ||||||||||
Maximum borrowing capacity | $ 750,000,000 | |||||||||
CF Industries | July 2016 Credit Agreement Amendment | Letter of Credit | Letter of Credit | ||||||||||
Financing agreements | ||||||||||
Maximum borrowing capacity | $ 125,000,000 | |||||||||
CF Industries | Senior notes 3.450% due 2023 | Senior Notes | ||||||||||
Financing agreements | ||||||||||
Interest rate (as a percent) | 3.45% | 3.45% | 3.45% | |||||||
Loss on debt extinguishment | $ (8,000,000) | |||||||||
Early Repayment of Senior Debt | $ 250,000,000 | |||||||||
Extinguishment of Debt, Amount | 265,000,000 | 513,000,000 | ||||||||
Principal | $ 750,000,000 | $ 0 | $ 0 | $ 500,000,000 | ||||||
CF Industries | Senior Notes 3.400% Due 2021 | Senior Notes | ||||||||||
Financing agreements | ||||||||||
Interest rate (as a percent) | 3.40% | |||||||||
Early Repayment of Senior Debt | $ 250,000,000 | |||||||||
Extinguishment of Debt, Amount | $ 258,000,000 |
Interest Expense (Details)
Interest Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Interest Expense [Abstract] | ||||
Interest on borrowings(1) | $ 38 | $ 43 | $ 118 | $ 133 |
Fees on financing agreements(1) | 2 | 3 | 6 | 7 |
Interest on tax liabilities(2) | 6 | 0 | 246 | 0 |
Interest capitalized | 0 | 0 | (1) | 0 |
Interest expense | $ 46 | $ 46 | $ 369 | $ 140 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, Gain (Loss) on Derivative, Net | $ 1 | $ 12 | $ 59 | $ 127 |
Winter Storm Uri | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) on Sale of Derivatives | 0 | 0 | 0 | 112 |
Energy Related Derivative | Not Designated as Hedging Instrument | Cost of Sales | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Unrealized Gain (Loss) on Derivatives | (11) | 12 | 39 | 18 |
Gain (Loss) on Sale of Derivatives | $ 12 | $ 0 | $ 20 | $ (3) |
Derivative Financial Instrume_4
Derivative Financial Instruments (Details 2) MMBTU in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) MMBTU | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) MMBTU | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) MMBTU | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Notional Nonmonetary Amount of Price Risk Derivative Instruments Not Designated as Hedging Instruments | MMBTU | 48.2 | 48.2 | 60 | ||
Percentage of Consumption Hedged by Derivatives | 16% | ||||
Fair values of derivatives on consolidated balance sheets | |||||
Cash collateral on deposit with derivative counterparties | $ 0 | $ 0 | $ 0 | ||
Aggregate fair value of the derivative instruments with credit risk related contingent features in a net liability position | 0 | 0 | 31,000,000 | ||
Cash collateral on deposit with derivative counterparties | 0 | 0 | 0 | ||
Winter Storm Uri | |||||
Fair values of derivatives on consolidated balance sheets | |||||
Gain (Loss) on Sale of Derivatives | 0 | $ 0 | 0 | $ 112,000,000 | |
Not Designated as Hedging Instrument | |||||
Fair values of derivatives on consolidated balance sheets | |||||
Derivative Asset | 26,000,000 | 26,000,000 | 16,000,000 | ||
Derivative Liability | 20,000,000 | 20,000,000 | 47,000,000 | ||
Cash collateral on deposit with derivative counterparties | 0 | 0 | 0 | ||
Cash collateral on deposit with derivative counterparties | 0 | 0 | 0 | ||
Not Designated as Hedging Instrument | Energy Related Derivative | |||||
Fair values of derivatives on consolidated balance sheets | |||||
Derivative Asset | 26,000,000 | 26,000,000 | 16,000,000 | ||
Derivative Liability | 20,000,000 | 20,000,000 | $ 47,000,000 | ||
Designated as Hedging Instrument | |||||
Fair values of derivatives on consolidated balance sheets | |||||
Derivative Asset | $ 0 | $ 0 |
Derivative Financial Instrume_5
Derivative Financial Instruments (Details 3) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Derivative [Line Items] | ||
Cash collateral on deposit with derivative counterparties | $ 0 | $ 0 |
Not Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Derivative Asset | 26,000,000 | 16,000,000 |
Derivative, Collateral, Obligation to Return Securities | 0 | 0 |
Derivative, Collateral, Obligation to Return Cash | 0 | 0 |
Derivative Asset, Fair Value, Offset Against Collateral, Net of Not Subject to Master Netting Arrangement, Policy Election | 26,000,000 | 16,000,000 |
Derivative Liability | (20,000,000) | (47,000,000) |
Derivative Liability, Not Subject to Master Netting Arrangement Deduction | 0 | 0 |
Cash collateral on deposit with derivative counterparties | 0 | 0 |
Derivative Liability, Fair Value, Offset Against Collateral, Net of Not Subject to Master Netting Arrangement, Policy Election | (20,000,000) | (47,000,000) |
Derivative Assets (Liabilities), at Fair Value, Net | 6,000,000 | (31,000,000) |
Net Derivative (Asset) Liability, Not Subject to Master Netting Arrangement Deduction | 0 | 0 |
Derivative, Collateral, Obligation to Return Cash (Right to Reclaim Cash) | 0 | 0 |
Net Derivative Asset (Liability), Fair Value, Offset Against Collateral, Net of Not Subject to Master Netting Arrangement, Policy Election | $ 6,000,000 | $ (31,000,000) |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) T | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) T | Sep. 30, 2021 USD ($) | Feb. 01, 2016 | |
Noncontrolling interest | |||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | $ | $ 372 | $ 130 | $ 619 | $ 194 | |
CF Industries Nitrogen, LLC | |||||
Noncontrolling interest | |||||
Maximum Annual Granular Urea Tons Eligible for Purchase | T | 1,100,000 | 1,100,000 | |||
Maximum Annual UAN Tons Eligible for Purchase | T | 580,000 | 580,000 | |||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | $ | $ 619 | $ 194 | |||
CHS Inc. | CF Industries Nitrogen, LLC | |||||
Noncontrolling interest | |||||
Percentage of ownership interest held by outside investors | 11% |
Noncontrolling Interest (Deta_2
Noncontrolling Interest (Details 2) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Noncontrolling interest | ||||
Beginning balance | $ 2,830 | |||
Earnings attributable to noncontrolling interests | $ 100 | $ 94 | 442 | $ 189 |
Distributions declared to noncontrolling interest | (372) | (130) | (619) | (194) |
Ending balance | 2,653 | 2,653 | ||
CF Industries Nitrogen, LLC | ||||
Noncontrolling interest | ||||
Beginning balance | 2,830 | 2,681 | ||
Earnings attributable to noncontrolling interests | 442 | 189 | ||
Distributions declared to noncontrolling interest | (619) | (194) | ||
Ending balance | 2,653 | 2,676 | 2,653 | 2,676 |
Distributions payable to noncontrolling interests: | ||||
Beginning balance | 0 | 0 | ||
Declaration of distributions payable | 619 | 194 | ||
Distributions to noncontrolling interest | (619) | (194) | ||
Ending balance | $ 0 | $ 0 | $ 0 | $ 0 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Changes to accumulated other comprehensive income (loss) | ||
Balance at the beginning of the period | $ (257) | |
Balance at the end of the period | (270) | |
Foreign Currency Translation Adjustment | ||
Changes to accumulated other comprehensive income (loss) | ||
Balance at the beginning of the period | (141) | $ (144) |
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | 0 | 0 |
Effect of exchange rate changes and deferred taxes | (49) | (2) |
Balance at the end of the period | (190) | (146) |
Other Comprehensive Income Pension and Other Postretirement Benefit Plans Arising During Period Before Tax | 0 | 0 |
Unrealized Gain on Derivatives | ||
Changes to accumulated other comprehensive income (loss) | ||
Balance at the beginning of the period | 4 | 4 |
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | 0 | 0 |
Effect of exchange rate changes and deferred taxes | 0 | 0 |
Balance at the end of the period | 4 | 4 |
Other Comprehensive Income Pension and Other Postretirement Benefit Plans Arising During Period Before Tax | 0 | 0 |
Defined Benefit Plans | ||
Changes to accumulated other comprehensive income (loss) | ||
Balance at the beginning of the period | (120) | (180) |
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | 26 | 9 |
Effect of exchange rate changes and deferred taxes | 7 | 1 |
Balance at the end of the period | (84) | (174) |
Other Comprehensive Income Pension and Other Postretirement Benefit Plans Arising During Period Before Tax | 3 | (4) |
Accumulated Other Comprehensive Loss | ||
Changes to accumulated other comprehensive income (loss) | ||
Balance at the beginning of the period | (320) | |
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | (26) | (9) |
Effect of exchange rate changes and deferred taxes | (42) | (1) |
Balance at the end of the period | (270) | (316) |
Other Comprehensive Income Pension and Other Postretirement Benefit Plans Arising During Period Before Tax | $ 3 | $ (4) |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Nov. 03, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock Repurchase Program, Authorized Amount | $ 1,500 | |
Stock Repurchased and Retired During Period, Shares | 12,700,000 | |
Stock Repurchased During Period, Value | $ 1,120 | |
Treasury Stock, Shares, Retired | 3,200,000 | |
stock repurchase accrued but unpaid | $ 27 | |
2022 Equity and Incentive Plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of additional share authorized | 2,500,000 |
Contingencies (Details)
Contingencies (Details) | 3 Months Ended | ||
Apr. 17, 2015 Insurance_company People Plaintiff Entity | Apr. 17, 2013 People | Mar. 31, 2017 processingFacility mine | |
Loss Contingencies [Line Items] | |||
Loss contingency, number of processing facilities | processingFacility | 3 | ||
Pending Litigation | |||
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 | ||
IDAHO | |||
Loss Contingencies [Line Items] | |||
Loss contingency, number of mines | mine | 18 |
Segment Disclosures (Details)
Segment Disclosures (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment data | ||||
Net sales | $ 2,321 | $ 1,362 | $ 8,578 | $ 3,998 |
Cost of sales | 1,405 | 922 | 3,973 | 2,766 |
Gross margin | 916 | 440 | 4,605 | 1,232 |
Total other operating costs and expenses | 186 | 552 | 493 | 669 |
Equity in earnings of operating affiliate | 20 | 15 | 74 | 37 |
Operating earnings (loss) | 750 | (97) | 4,186 | 600 |
Winter Storm Uri | ||||
Segment data | ||||
Gain on sale of derivatives | 0 | 0 | 0 | 112 |
Ammonia(1) | ||||
Segment data | ||||
Net sales | 531 | 344 | 2,286 | 1,009 |
Granular Urea | ||||
Segment data | ||||
Net sales | 689 | 386 | 2,287 | 1,218 |
UAN | ||||
Segment data | ||||
Net sales | 736 | 390 | 2,727 | 1,056 |
AN(1) | ||||
Segment data | ||||
Net sales | 180 | 118 | 656 | 359 |
Operating Segments | Ammonia(1) | ||||
Segment data | ||||
Net sales | 531 | 344 | 2,286 | 1,009 |
Cost of sales | 353 | 262 | 1,075 | 675 |
Gross margin | 178 | 82 | 1,211 | 334 |
Operating Segments | Granular Urea | ||||
Segment data | ||||
Net sales | 689 | 386 | 2,287 | 1,218 |
Cost of sales | 394 | 200 | 1,024 | 705 |
Gross margin | 295 | 186 | 1,263 | 513 |
Operating Segments | UAN | ||||
Segment data | ||||
Net sales | 736 | 390 | 2,727 | 1,056 |
Cost of sales | 414 | 233 | 1,102 | 759 |
Gross margin | 322 | 157 | 1,625 | 297 |
Operating Segments | AN(1) | ||||
Segment data | ||||
Net sales | 180 | 118 | 656 | 359 |
Cost of sales | 136 | 122 | 458 | 337 |
Gross margin | 44 | (4) | 198 | 22 |
Operating Segments | Other(1) | ||||
Segment data | ||||
Net sales | 185 | 124 | 622 | 356 |
Cost of sales | 108 | 105 | 314 | 290 |
Gross margin | $ 77 | $ 19 | $ 308 | $ 66 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ in Millions | Nov. 02, 2022 | Nov. 03, 2021 |
Subsequent Event [Line Items] | ||
Stock Repurchase Program, Authorized Amount | $ 1,500 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Stock Repurchase Program, Authorized Amount | $ 3,000 |