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Table of Contents
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
10-Q
(Mark One)
 
 
 
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2020
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from                               to                              
Commission file number 001-32597
CF INDUSTRIES HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
 
 
 
20-2697511
(State or other jurisdiction of
incorporation or organization)
 
 
 
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
 
 
 
4 Parkway North, Suite 400
 
 
 
 
60015
Deerfield,
Illinois
 
 
 
 
 (Zip Code)
 (Address of principal executive offices)
 
 
 
 
 
(847) 405-2400
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading symbol(s)
 
Name of each exchange on which registered
common stock, par value $0.01 per share
 
CF
 
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes     No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes     No
213,797,277 shares of the registrant’s common stock, par value $0.01 per share, were outstanding at May 4, 2020.
 


Table of Contents
CF INDUSTRIES HOLDINGS, INC.



TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 




Table of Contents
CF INDUSTRIES HOLDINGS, INC.



PART I—FINANCIAL INFORMATION
ITEM 1.    FINANCIAL STATEMENTS.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
Three months ended 
 March 31,
 
2020
 
2019
 
(in millions, except per share amounts)
Net sales
$
971

 
$
1,001

Cost of sales
767

 
781

Gross margin
204

 
220

Selling, general and administrative expenses
54

 
58

Other operating—net
6

 
4

Total other operating costs and expenses
60

 
62

Equity in earnings of operating affiliate
3

 
7

Operating earnings
147

 
165

Interest expense
44

 
60

Interest income
(1
)
 
(4
)
Other non-operating—net

 
(1
)
Earnings before income taxes
104

 
110

Income tax provision (benefit)
13

 
(8
)
Net earnings
91

 
118

Less: Net earnings attributable to noncontrolling interest
23

 
28

Net earnings attributable to common stockholders
$
68

 
$
90

Net earnings per share attributable to common stockholders:
 

 
 

Basic
$
0.31

 
$
0.40

Diluted
$
0.31

 
$
0.40

Weighted-average common shares outstanding:
 

 
 

Basic
216.0

 
223.4

Diluted
216.6

 
224.6

Dividends declared per common share
$
0.30

 
$
0.30


See accompanying Notes to Unaudited Consolidated Financial Statements.


1

Table of Contents
CF INDUSTRIES HOLDINGS, INC.



CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Unaudited)
 
Three months ended 
 March 31,
 
2020
 
2019
 
(in millions)
Net earnings
$
91

 
$
118

Other comprehensive (loss) income:
 

 
 

Foreign currency translation adjustment—net of taxes
(83
)
 
32

Defined benefit plans—net of taxes
9

 
(2
)
 
(74
)
 
30

Comprehensive income
17

 
148

Less: Comprehensive income attributable to noncontrolling interest
23

 
28

Comprehensive (loss) income attributable to common stockholders
$
(6
)
 
$
120

See accompanying Notes to Unaudited Consolidated Financial Statements.


2

Table of Contents
CF INDUSTRIES HOLDINGS, INC.



CONSOLIDATED BALANCE SHEETS
 
(Unaudited)
 
 
 
March 31,
2020
 
December 31,
2019
 
(in millions, except share
and per share amounts)
Assets
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
753

 
$
287

Accounts receivable—net
251

 
242

Inventories
379

 
351

Prepaid income taxes
78

 
71

Other current assets
19

 
23

Total current assets
1,480

 
974

Property, plant and equipment—net
7,938

 
8,170

Investment in affiliate
91

 
88

Goodwill
2,346

 
2,365

Operating lease right-of-use assets
287

 
280

Other assets
299

 
295

Total assets
$
12,441

 
$
12,172

Liabilities and Equity
 

 
 

Current liabilities:
 

 
 

Short-term debt
$
500

 
$

Accounts payable and accrued expenses
378

 
437

Income taxes payable
19

 
1

Customer advances
239

 
119

Current operating lease liabilities
94

 
90

Other current liabilities
5

 
18

Total current liabilities
1,235

 
665

Long-term debt
3,958

 
3,957

Deferred income taxes
1,217

 
1,246

Operating lease liabilities
197

 
193

Other liabilities
431

 
474

Equity:
 

 
 

Stockholders’ equity:
 

 
 

Preferred stock—$0.01 par value, 50,000,000 shares authorized

 

Common stock—$0.01 par value, 500,000,000 shares authorized, 2020—216,610,856 shares issued and 2019—216,023,826 shares issued
2

 
2

Paid-in capital
1,313

 
1,303

Retained earnings
1,961

 
1,958

Treasury stock—at cost, 2020—2,813,869 shares and 2019—0 shares
(108
)
 

Accumulated other comprehensive loss
(440
)
 
(366
)
Total stockholders’ equity
2,728

 
2,897

Noncontrolling interest
2,675

 
2,740

Total equity
5,403

 
5,637

Total liabilities and equity
$
12,441

 
$
12,172

See accompanying Notes to Unaudited Consolidated Financial Statements.

3

Table of Contents
CF INDUSTRIES HOLDINGS, INC.



CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
 
Common Stockholders
 
 
 
 
 
$0.01 Par
Value
Common
Stock
 
Treasury
Stock
 
Paid-In
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Total
Stockholders’ Equity
 
Noncontrolling
Interest
 
Total
Equity
 
(in millions, except per share amounts)
Balance as of December 31, 2019
$
2

 
$

 
$
1,303

 
$
1,958

 
$
(366
)
 
$
2,897

 
$
2,740

 
$
5,637

Net earnings

 

 

 
68

 

 
68

 
23

 
91

Other comprehensive loss

 

 

 

 
(74
)
 
(74
)
 

 
(74
)
Purchases of treasury stock

 
(100
)
 

 

 

 
(100
)
 

 
(100
)
Acquisition of treasury stock under employee stock plans

 
(8
)
 

 

 

 
(8
)
 

 
(8
)
Issuance of $0.01 par value common stock under employee stock plans

 

 
3

 

 

 
3

 

 
3

Stock-based compensation expense

 

 
7

 

 

 
7

 

 
7

Cash dividends ($0.30 per share)

 

 

 
(65
)
 

 
(65
)
 

 
(65
)
Distribution declared to noncontrolling interest

 

 

 

 

 

 
(88
)
 
(88
)
Balance as of March 31, 2020
$
2

 
$
(108
)
 
$
1,313

 
$
1,961

 
$
(440
)
 
$
2,728

 
$
2,675

 
$
5,403

Balance as of December 31, 2018
$
2

 
$
(504
)
 
$
1,368

 
$
2,463

 
$
(371
)
 
$
2,958

 
$
2,773

 
$
5,731

Net earnings

 

 

 
90

 

 
90

 
28

 
118

Other comprehensive income

 

 

 

 
30

 
30

 

 
30

Purchases of treasury stock

 
(60
)
 

 

 

 
(60
)
 

 
(60
)
Retirement of treasury stock

 
504

 
(65
)
 
(439
)
 

 

 

 

Acquisition of treasury stock under employee stock plans

 
(4
)
 

 

 

 
(4
)
 

 
(4
)
Issuance of $0.01 par value common stock under employee stock plans

 

 
2

 

 

 
2

 

 
2

Stock-based compensation expense

 

 
6

 

 

 
6

 

 
6

Cash dividends ($0.30 per share)

 

 

 
(67
)
 

 
(67
)
 

 
(67
)
Distribution declared to noncontrolling interest

 

 

 

 

 

 
(86
)
 
(86
)
Balance as of March 31, 2019
$
2

 
$
(64
)
 
$
1,311

 
$
2,047

 
$
(341
)
 
$
2,955

 
$
2,715

 
$
5,670


See accompanying Notes to Unaudited Consolidated Financial Statements.

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CF INDUSTRIES HOLDINGS, INC.



CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Three months ended 
 March 31,
 
2020
 
2019
 
(in millions)
Operating Activities:
 

 
 

Net earnings
$
91

 
$
118

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

 
 

Depreciation and amortization
211

 
188

Deferred income taxes
(50
)
 
14

Stock-based compensation expense
7

 
6

Unrealized net (gain) loss on natural gas derivatives
(12
)
 
2

Unrealized (gain) loss on embedded derivative
(1
)
 
1

Loss on disposal of property, plant and equipment

 
1

Undistributed earnings of affiliate—net of taxes
(4
)
 
(8
)
Changes in:
 

 
 

Accounts receivable—net
(12
)
 
(28
)
Inventories
(29
)
 
(101
)
Accrued and prepaid income taxes
10

 
24

Accounts payable and accrued expenses
(47
)
 
(65
)
Customer advances
120

 
152

Other—net
8

 
2

Net cash provided by operating activities
292

 
306

Investing Activities:
 

 
 

Additions to property, plant and equipment
(67
)
 
(80
)
Proceeds from sale of property, plant and equipment

 
5

Insurance proceeds for property, plant and equipment
2

 

Net cash used in investing activities
(65
)
 
(75
)
Financing Activities:
 

 
 

Proceeds from short-term borrowings
500

 

Dividends paid on common stock
(65
)
 
(67
)
Distributions to noncontrolling interest
(88
)
 
(86
)
Purchases of treasury stock
(100
)
 
(87
)
Issuances of common stock under employee stock plans
3

 
2

Shares withheld for taxes
(8
)
 
(4
)
Net cash provided by (used in) financing activities
242

 
(242
)
Effect of exchange rate changes on cash and cash equivalents
(3
)
 

Increase (decrease) in cash and cash equivalents
466

 
(11
)
Cash and cash equivalents at beginning of period
287

 
682

Cash and cash equivalents at end of period
$
753

 
$
671

See accompanying Notes to Unaudited Consolidated Financial Statements.

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CF INDUSTRIES HOLDINGS, INC.



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1.   Background and Basis of Presentation
We are a leading global manufacturer and distributor of nitrogen products for fertilizer, emissions abatement and other industrial applications. We operate manufacturing complexes in the United States, Canada and the United Kingdom, which are among the most cost-advantaged, efficient and flexible in the world, and an extensive storage, transportation and distribution network in North America. Our 3,000 employees focus on safe and reliable operations, environmental stewardship and disciplined capital and corporate management, driving our strategy to leverage and sustainably grow the world’s most advantaged nitrogen and chemicals platform to serve customers and create long-term shareholder value. Our principal customers are cooperatives, independent fertilizer distributors, traders, wholesalers and industrial users. Our principal nitrogen fertilizer products are anhydrous ammonia (ammonia), 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, and compound fertilizer products (NPKs), which are granular fertilizer products for which the nutrient content is a combination of nitrogen, phosphorus and potassium.
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, 2019, 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.
The accompanying unaudited interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements and related disclosures included in our 2019 Annual Report on Form 10-K filed with the SEC on February 24, 2020. The preparation of the unaudited interim consolidated financial statements requires us to make use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the unaudited consolidated financial statements and the reported revenues and expenses for the periods presented. Significant estimates and assumptions are used for, but are not limited to, net realizable value of inventories, environmental remediation liabilities, environmental and litigation contingencies, the cost of customer incentives, useful lives of property and identifiable intangible assets, the assumptions used in the evaluation of potential impairments of property, investments, identifiable intangible assets and goodwill, income tax and valuation reserves, allowances for doubtful accounts receivable, the measurement of the fair values of investments for which markets are not active, assumptions used in the determination of the funded status and annual expense of defined benefit pension and other postretirement benefit plans and the assumptions used in the valuation of stock-based compensation awards granted to employees.


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2.   New Accounting Standards
On January 1, 2020, we adopted Accounting Standards Update (ASU) No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This ASU does not affect the accounting for the service element of a hosting arrangement that is a service contract. We adopted this ASU prospectively. The adoption of this ASU did not have a material impact on our consolidated financial statements; however, it could have an effect on future financial results if significant new software involving a cloud computing agreement is implemented. In this case, a certain portion of the implementation costs would be deferred and expensed over the term of the cloud computing arrangement.
In December 2019, the Financial Accounting Standards Board (FASB) issued ASU No. 2019-12: Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes. This ASU adds new guidance to simplify accounting for income taxes, changes the accounting for certain income tax transactions and makes minor improvements to the codification. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of this ASU is permitted. We do not expect the adoption of this ASU will have a material effect on our consolidated financial statements.
3.   Revenue Recognition
We track our revenue by product and by geography. See Note 16—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 months ended March 31, 2020 and 2019:
 
Ammonia
 
Granular
Urea
 
UAN
 
AN
 
Other
 
Total
 
(in millions)
Three months ended March 31, 2020
 

 
 

 
 

 
 
 
 

 
 

North America
$
154

 
$
331

 
$
230

 
$
46

 
$
59

 
$
820

Europe and other
39

 
6

 
5

 
70

 
31

 
151

Total revenue
$
193

 
$
337

 
$
235

 
$
116

 
$
90

 
$
971

Three months ended March 31, 2019
 
 
 
 
 
 
 
 
 

 
 

North America
$
160

 
$
335

 
$
242

 
$
46

 
$
59

 
$
842

Europe and other
27

 
8

 
14

 
81

 
29

 
159

Total revenue
$
187

 
$
343

 
$
256

 
$
127

 
$
88

 
$
1,001


As of March 31, 2020 and December 31, 2019, we had $239 million and $119 million, respectively, in customer advances on our consolidated balance sheets. The revenue recognized during the three months ended March 31, 2020 and 2019 that was included in our customer advances at the beginning of each respective period amounted to approximately $75 million and $85 million, respectively.
We offer cash incentives to certain customers that do not provide an option to the customer for additional product. The balances of customer incentives accrued at March 31, 2020 and December 31, 2019 were not material.
We have certain customer contracts with performance obligations where 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, which may vary based upon the terms and conditions of the applicable contract. As of March 31, 2020, 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 are approximately $1.0 billion. We expect to recognize approximately 25% of these performance obligations as revenue in the remainder of 2020, approximately 42% as revenue during 2021 and 2022, and approximately 33% as revenue during 2023 and 2024. Subject to the terms and conditions of the applicable contracts, if these customers do not satisfy their purchase obligations under such contracts, the minimum amount that they would be required to pay to us under these contracts, in the aggregate, is approximately $258 million as of March 31, 2020. We monitor the ability of our customers to meet their purchase obligations, which could be impacted by the ongoing COVID-19 pandemic. Other than the performance obligations described above, any performance obligations with our customers that were unfulfilled or partially filled at December 31, 2019 will be satisfied in 2020.

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4.   Net Earnings Per Share
Net earnings per share were computed as follows:
 
Three months ended 
 March 31,
 
2020
 
2019
 
(in millions, except per share amounts)
Net earnings attributable to common stockholders
$
68

 
$
90

Basic earnings per common share:
 

 
 

Weighted-average common shares outstanding
216.0

 
223.4

Net earnings attributable to common stockholders
$
0.31

 
$
0.40

Diluted earnings per common share:
 

 
 

Weighted-average common shares outstanding
216.0

 
223.4

Dilutive common shares—stock-based awards
0.6

 
1.2

Diluted weighted-average shares outstanding
216.6

 
224.6

Net earnings attributable to common stockholders
$
0.31

 
$
0.40


Diluted earnings per 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 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 per common share were 2.1 million and 1.5 million for the three months ended March 31, 2020 and 2019, respectively.
5.   Inventories
Inventories consist of the following:
 
March 31,
2020
 
December 31,
2019
 
(in millions)
Finished goods
$
336

 
$
311

Raw materials, spare parts and supplies
43

 
40

Total inventories
$
379

 
$
351



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CF INDUSTRIES HOLDINGS, INC.



6.   Property, Plant and Equipment—Net
Property, plant and equipment—net consists of the following:
 
March 31,
2020
 
December 31,
2019
 
(in millions)
Land
$
70

 
$
71

Machinery and equipment
12,243

 
12,338

Buildings and improvements
888

 
890

Construction in progress
242

 
236

Property, plant and equipment(1)
13,443

 
13,535

Less: Accumulated depreciation and amortization
5,505

 
5,365

Property, plant and equipment—net
$
7,938

 
$
8,170

_______________________________________________________________________________
(1) 
As of March 31, 2020 and December 31, 2019, we had property, plant and equipment that was accrued but unpaid of approximately $36 million and $42 million, respectively. As of March 31, 2019 and December 31, 2018, we had property, plant and equipment that was accrued but unpaid of $26 million and $48 million, respectively.

Depreciation and amortization related to property, plant and equipment was $208 million and $183 million for the three months ended March 31, 2020 and 2019, respectively.
Plant turnarounds—Scheduled inspections, replacements and overhauls of plant machinery and equipment at our continuous process manufacturing facilities during a full plant shutdown are referred to as plant turnarounds. The expenditures related to turnarounds are capitalized in property, plant and equipment when incurred. The following is a summary of capitalized plant turnaround costs:
 
Three months ended 
 March 31,
 
2020
 
2019
 
(in millions)
Net capitalized turnaround costs:
 

 
 

Beginning balance
$
246

 
$
252

Additions
7

 
9

Depreciation
(25
)
 
(30
)
Effect of exchange rate changes
(5
)
 
2

Ending balance
$
223

 
$
233


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

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7Goodwill and Other Intangible Assets
The following table shows the carrying amount of goodwill by reportable segment as of March 31, 2020 and December 31, 2019:
 
Ammonia
 
Granular Urea
 
UAN
 
AN
 
Other
 
Total
 
(in millions)
Balance as of December 31, 2019
$
587

 
$
828

 
$
576

 
$
302

 
$
72

 
$
2,365

Effect of exchange rate changes
(2
)
 
(1
)
 

 
(14
)
 
(2
)
 
(19
)
Balance as of March 31, 2020
$
585

 
$
827

 
$
576

 
$
288

 
$
70

 
$
2,346


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:
 
March 31, 2020
 
December 31, 2019
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
 
(in millions)
Customer relationships
$
125

 
$
(46
)
 
$
79

 
$
131

 
$
(45
)
 
$
86

Trade names
30

 
(7
)
 
23

 
31

 
(7
)
 
24

Total intangible assets
$
155

 
$
(53
)
 
$
102

 
$
162

 
$
(52
)
 
$
110


Our intangible assets are being amortized over a weighted-average life of approximately 20 years. Amortization expense of our identifiable intangible assets for each of the three-month periods ended March 31, 2020 and 2019 was $2 million. The gross carrying amount and accumulated amortization of our intangible assets are also impacted by the effect of exchange rate changes. Total estimated amortization expense for the remainder of 2020 and each of the five succeeding fiscal years is as follows:
 
Estimated
Amortization
Expense
 
(in millions)
Remainder of 2020
$
6

2021
8

2022
8

2023
8

2024
8

2025
8


8.  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 March 31, 2020, the total carrying value of our equity method investment in PLNL was $91 million, $45 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 13 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 $10 million and $22 million for the three months ended March 31, 2020 and 2019, respectively.


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9.  Fair Value Measurements
Our cash and cash equivalents and other investments consist of the following:
 
March 31, 2020
 
Cost Basis
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
 
(in millions)
Cash
$
53

 
$

 
$

 
$
53

Cash equivalents:
 
 
 
 
 
 
 
U.S. and Canadian government obligations
680

 

 

 
680

Other debt securities
20

 

 

 
20

Total cash and cash equivalents
$
753

 
$

 
$

 
$
753

Nonqualified employee benefit trusts
16

 
2

 

 
18

 
December 31, 2019
 
Cost Basis
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
 
(in millions)
Cash
$
59

 
$

 
$

 
$
59

Cash equivalents:
 
 
 
 
 
 
 
U.S. and Canadian government obligations
211

 

 

 
211

Other debt securities
17

 

 

 
17

Total cash and cash equivalents
$
287

 
$

 
$

 
$
287

Nonqualified employee benefit trusts
17

 
2

 

 
19


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 March 31, 2020 and December 31, 2019 that are recognized at fair value on a recurring basis, and indicate the fair value hierarchy utilized to determine such fair value:
 
March 31, 2020
 
Total Fair
Value
 
Quoted Prices
in Active
Markets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
(in millions)
Cash equivalents
$
700

 
$
700

 
$

 
$

Nonqualified employee benefit trusts
18

 
18

 

 

Embedded derivative liability
(19
)
 

 
(19
)
 


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December 31, 2019
 
Total Fair
Value
 
Quoted Prices
in Active
Markets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
(in millions)
Cash equivalents
$
228

 
$
228

 
$

 
$

Nonqualified employee benefit trusts
19

 
19

 

 

Derivative liabilities
(12
)
 

 
(12
)
 

Embedded derivative liability
(20
)
 

 
(20
)
 


Cash Equivalents
As of March 31, 2020 and December 31, 2019, 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. Changes in the fair value of equity securities in the trust assets are recognized through earnings.
Derivative Instruments
The derivative instruments that we may 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.
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. Since 2016, our credit ratings have been below certain levels and, as a result, we made an annual payment of $5 million to CHS in the fourth quarter of each year. These payments will continue on a yearly basis until the earlier of the date that our credit rating is upgraded to or above certain levels by two of the three specified credit rating agencies or February 1, 2026. This obligation is recognized on our consolidated balance sheets as an embedded derivative. As of March 31, 2020 and December 31, 2019, the embedded derivative liability of $19 million and $20 million, respectively, is included in other current liabilities and other liabilities on our consolidated balance sheets. Included in other operating—net in our consolidated statements of operations for the three months ended March 31, 2020 and 2019 is a net (gain) loss of $(1) million and $1 million, respectively.
The inputs into the fair value measurement 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.
See Note 13—Noncontrolling Interest for additional information regarding our strategic venture with CHS.

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Financial Instruments
The carrying amount and estimated fair value of our financial instruments are as follows:
 
March 31, 2020
 
December 31, 2019
 
Carrying
Amount
 
Fair Value
 
Carrying
Amount
 
Fair Value
 
(in millions)
Long-term debt
$
3,958

 
$
3,970

 
$
3,957

 
$
4,295


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
We also have assets and liabilities that may be measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment, when there is allocation of purchase price in an acquisition or when a new liability is being established that requires fair value measurement. These include long-lived assets, goodwill and other intangible assets and investments in unconsolidated subsidiaries, such as equity method investments, which may be written down to fair value as a result of impairment. The fair value measurements related to each of these rely primarily on Company-specific inputs and the Company’s assumptions about the use of the assets. Since certain of the Company’s assumptions would involve inputs that are not observable, these fair values would reside within Level 3 of the fair value hierarchy.
10.   Income Taxes
For the three months ended March 31, 2020, we recorded an income tax provision of $13 million on pre-tax income of $104 million, or an effective tax rate of 12.3%, compared to an income tax benefit of $8 million on pre-tax income of $110 million, or an effective tax rate of (7.3)%, for the three months ended March 31, 2019.
For the three months ended March 31, 2020, our income tax provision includes a $6 million benefit related to the settlement of certain U.S. and foreign income tax audits.
For the three months ended March 31, 2019, our income tax benefit included an incentive tax credit from the State of Louisiana of $30 million, net of federal income tax, related to certain capital projects at our Donaldsonville, Louisiana complex.
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 March 31, 2020 of 12.3%, which is based on pre-tax income of $104 million, would be 15.8% exclusive of the earnings attributable to the noncontrolling interest of $23 million. Our effective tax rate for the three months ended March 31, 2019 of (7.3)%, which is based on pre-tax income of $110 million, would be 27.4% exclusive of the earnings attributable to the noncontrolling interest of $28 million and the incentive tax credit of $30 million. See Note 13—Noncontrolling Interest for additional information.
In March 2020, the President signed into law the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act). The CARES Act includes, among other things (i) a five-year net operating loss (NOL) carryback (including a related technical correction to the 2017 Tax Cuts and Jobs Act) for tax losses incurred in tax years 2018 through 2020; (ii) a change in interest deduction limitations for tax years 2019 and 2020, increasing the annual interest limitation from 30% to 50% of adjusted taxable income; and (iii) increased refundability of corporate alternative minimum tax (AMT) credits. These provisions have limited applicability to the Company as (i) the Company does not expect to have a NOL in tax year 2020 and did not have a tax loss in 2018 or 2019 which would be eligible for carryback; (ii) the Company was not limited by the interest deduction limitations for tax years 2019 and 2020 prior to changes made by the CARES Act; and (iii) the Company utilized all of its AMT credits in 2019. The Company continues to monitor and assess the impact of the CARES Act and other related governmental actions in response to the coronavirus impacts as more information becomes available.

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Terra Amended Tax Returns
The Company completed the acquisition of Terra Industries Inc. (Terra) in April 2010. After the acquisition, the Company determined that the manner in which Terra reported the repatriation of cash from foreign affiliates to its U.S. parent for U.S. and foreign income tax purposes was not appropriate. As a result, in 2012 the Company amended certain tax returns, including Terra’s income and withholding tax returns, back to 1999 (the Amended Tax Returns) to correct these tax returns and paid additional income and withholding taxes, and related interest and penalties. In early 2013, the Internal Revenue Service (IRS) commenced an examination of the U.S. tax aspects of the Amended Tax Returns.
In early 2019, the IRS completed its examination of the Amended Tax Returns and submitted its audit reports and related refund claims to the Joint Committee on Taxation of the U.S. Congress (the Joint Committee). For purposes of its review, the Joint Committee separated the IRS audit reports into two separate matters: (i) an income tax related matter and (ii) a withholding tax matter.
In December 2019, we received notification that the Joint Committee had approved the IRS audit reports relating to the income tax related matter. As a result, we expected to receive cash refunds in 2020. In addition, as a result of this settlement and the finalization of carryover impacts of this audit settlement on future tax periods, we reduced our liability for unrecognized tax benefits by $19 million and recorded a corresponding deferred income tax liability in the first quarter of 2020. 
In the second quarter of 2020, we received approximately $61 million of income tax refunds and approximately $7 million of interest related to the settlement of the income tax related matter of the Amended Tax Returns, as described above.
In the second quarter of 2020, we also received notification that the Joint Committee approved the IRS audit report relating to the withholding tax matter. As a result, we expect to receive a tax refund of approximately $29 million, excluding related interest, in 2020. In addition, in the second quarter of 2020, we expect to record a reduction in our liabilities for unrecognized tax benefits of $12 million, with a corresponding reduction in income tax expense.
11.   Interest Expense
Details of interest expense are as follows:
 
Three months ended 
 March 31,
 
2020
 
2019
 
(in millions)
Interest on borrowings(1)
$
46

 
$
57

Fees on financing agreements(1)
2

 
3

Interest on tax liabilities(2)
(4
)
 

Total interest expense
$
44

 
$
60


_______________________________________________________________________________
(1) 
See Note 12—Financing Agreements for additional information.
(2) 
Interest on tax liabilities for the three months ended March 31, 2020 consists of a reduction in interest accrued on the reserve for unrecognized tax benefits.


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12.  Financing Agreements
Revolving Credit Agreement
On December 5, 2019, CF Holdings and CF Industries entered into a senior secured Fourth Amended and Restated Credit Agreement (the Revolving Credit Agreement), which amended and restated our Third Amended and Restated Revolving Credit Agreement, as previously amended (referred to herein, as in effect from time to time, as the Prior Credit Agreement), that was scheduled to mature September 18, 2020. The Revolving Credit Agreement 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, and 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.
The guarantors under the Revolving Credit Agreement are currently comprised of CF Holdings and CF Holdings’ wholly owned subsidiaries CF Industries Enterprises, LLC (CFE), CF Industries Sales, LLC (CFS), CF USA Holdings, LLC (CF USA) and CF Industries Distribution Facilities, LLC (CFIDF).
In March 2020, we borrowed $500 million under the Revolving Credit Agreement to ensure we maintained ample financial flexibility in light of the uncertainty in the global markets caused by the COVID-19 pandemic. As of March 31, 2020, we had unused borrowing capacity under the Revolving Credit Agreement of $250 million, as there were outstanding borrowings of $500 million and no outstanding letters of credit under our $750 million revolving credit facility. There were no borrowings outstanding under the Revolving Credit Agreement as of December 31, 2019. Maximum borrowings under the Revolving Credit Agreement during the three months ended March 31, 2020 were $500 million. The weighted-average annual interest rate of borrowings under the Revolving Credit Agreement during the three months ended March 31, 2020 was 2.05%. There were no borrowings under the Prior Credit Agreement during the three months ended March 31, 2019.
In April 2020, we repaid the $500 million of borrowings that were outstanding under the Revolving Credit Agreement as of March 31, 2020, which returned our unused borrowing capacity under the Revolving Credit Agreement to $750 million. See Note 17—Subsequent Events for additional information.
The Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including financial covenants. As of March 31, 2020, we were in compliance with all covenants under the Revolving Credit Agreement.
Letters of Credit
In addition to the letter of credit capacity under the Revolving Credit Agreement, as described above, we have also entered into a bilateral agreement providing for up to $145 million of letters of credit. As of March 31, 2020, approximately $124 million of letters of credit were outstanding under this agreement.

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Senior Notes
Long-term debt presented on our consolidated balance sheets as of March 31, 2020 and December 31, 2019 consisted of the following debt securities issued by CF Industries:
 
Effective Interest Rate
 
March 31, 2020
 
December 31, 2019
 
 
Principal
 
Carrying Amount (1)
 
Principal
 
Carrying Amount (1)
 
 
 
(in millions)
Public Senior Notes:
 
 
 
 
 
 
 
 
 
3.450% due June 2023
3.562%
 
750

 
748

 
750

 
747

5.150% due March 2034
5.279%
 
750

 
740

 
750

 
740

4.950% due June 2043
5.031%
 
750

 
742

 
750

 
742

5.375% due March 2044
5.465%
 
750

 
741

 
750

 
741

Senior Secured Notes:
 
 
 
 
 
 
 
 
 
3.400% due December 2021
3.782%
 
250

 
248

 
250

 
248

4.500% due December 2026
4.759%
 
750

 
739

 
750

 
739

Total long-term debt
 
 
$
4,000

 
$
3,958

 
$
4,000

 
$
3,957

_______________________________________________________________________________
(1) 
Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was $10 million as of both March 31, 2020 and December 31, 2019, and total deferred debt issuance costs were $32 million and $33 million as of March 31, 2020 and December 31, 2019, respectively. 
Under the indentures (including the applicable supplemental indentures) governing the senior notes due 2023, 2034, 2043 and 2044 identified in the table above (the Public Senior Notes), each series of Public Senior Notes is guaranteed by CF Holdings.
Under the indentures governing the 3.400% senior secured notes due December 2021 (the 2021 Notes) and the 4.500% senior secured notes due December 2026 (the 2026 Notes) identified in the table above (together, the Senior Secured Notes), each series of Senior Secured Notes is guaranteed on a senior secured basis, jointly and severally, by CF Holdings and each current and future domestic subsidiary of CF Holdings (other than CF Industries) that from time to time is a borrower, or guarantees indebtedness, under the Revolving Credit Agreement. The subsidiary guarantors of the Senior Secured Notes currently consist of CFE, CFS, CF USA and CFIDF.
On November 13, 2019, we redeemed in full all of the remaining $500 million outstanding principal amount of the 7.125% senior notes due May 2020 (the 2020 Notes), in accordance with the optional redemption provisions in the indenture governing the 2020 Notes.
On December 13, 2019, we redeemed $250 million principal amount, representing 50% of the $500 million principal amount outstanding immediately prior to such redemption, of the 2021 Notes in accordance with the optional redemption provisions in the indenture governing the 2021 Notes.
Interest on the Public Senior Notes and the Senior Secured Notes is payable semiannually, and the Public Senior Notes and Senior Secured Notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices.

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13.   Noncontrolling Interest
We have a strategic venture with CHS under which they own 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.
 
2020
 
2019
 
(in millions)
Noncontrolling interest:
 
 
 
Balance as of January 1
$
2,740

 
$
2,773

Earnings attributable to noncontrolling interest
23

 
28

Declaration of distributions payable
(88
)
 
(86
)
Balance as of March 31
$
2,675

 
$
2,715

Distributions payable to noncontrolling interest:
 
 
 
Balance as of January 1
$

 
$

Declaration of distributions payable
88

 
86

Distributions to noncontrolling interest
(88
)
 
(86
)
Balance as of March 31
$

 
$


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.

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14.   Stockholders’ Equity
Treasury Stock
On August 1, 2018, our Board of Directors (the Board) authorized the repurchase of up to $500 million of CF Holdings common stock through June 30, 2020 (the 2018 Share Repurchase Program). In 2018, we completed the 2018 Share Repurchase Program with the repurchase of 10.9 million shares for $500 million, of which $33 million was accrued and unpaid at December 31, 2018 and was paid in the first quarter of 2019. In February 2019, we retired all 10.9 million shares that were repurchased under the 2018 Share Repurchase Program.
On February 13, 2019, the Board authorized the repurchase of up to $1 billion of CF Holdings common stock through December 31, 2021 (the 2019 Share Repurchase Program). Repurchases under the 2019 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. In the first quarter of 2019, we repurchased approximately 1.5 million shares for $60 million, of which $6 million was accrued and unpaid at March 31, 2019. In the first quarter of 2020, we repurchased approximately 2.6 million shares for $100 million. At March 31, 2020, we held 2,813,869 shares of treasury stock.
The following table summarizes the share repurchases under the 2019 Share Repurchase Program.
 
Shares
 
Amounts
 
(in millions)
Shares repurchased in 2019:
 
 
 
First quarter
1.5

 
$
60

Second quarter
2.7

 
118

Third quarter
1.5

 
72

Fourth quarter
1.9

 
87

Shares repurchased in 2019
7.6

 
337

Shares repurchased in 2020:
 
 
 
First quarter
2.6

 
100

Shares repurchased as of March 31, 2020
10.2

 
$
437


Accumulated Other Comprehensive Income (Loss)
Changes to accumulated other comprehensive income (loss) are as follows:
 
Foreign
Currency
Translation
Adjustment
 
Unrealized
Gain on
Derivatives
 
Defined
Benefit
Plans
 
Accumulated
Other
Comprehensive
Income (Loss)
 
(in millions)
Balance as of December 31, 2018
$
(250
)
 
$
5

 
$
(126
)
 
$
(371
)
Effect of exchange rate changes and deferred taxes
32

 

 
(2
)
 
30

Balance as of March 31, 2019
$
(218
)
 
$
5

 
$
(128
)
 
$
(341
)
 
 
 
 
 
 
 
 
Balance as of December 31, 2019
$
(188
)
 
$
5

 
$
(183
)
 
$
(366
)
Reclassification to earnings(1)

 

 
1

 
1

Effect of exchange rate changes and deferred taxes
(83
)
 

 
8

 
(75
)
Balance as of March 31, 2020
$
(271
)
 
$
5

 
$
(174
)
 
$
(440
)
____________________________________________________________________________
(1) 
Reclassifications out of accumulated other comprehensive income (loss) to earnings during the three months ended March 31, 2020 and 2019 were not material.


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15Contingencies
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 do 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.
The Court granted in part and denied in part the CF Entities’ Motions for Summary Judgment in August 2015. Over two hundred cases have been resolved pursuant to confidential settlements that have been or we expect will be fully funded by insurance. The remaining cases are in various stages of discovery and pre-trial proceedings. The next group of cases is expected to be reset for trial later this year. We believe we have strong legal and factual defenses and intend to continue defending the CF Entities vigorously in the pending lawsuits. The Company cannot provide a range of reasonably possible loss due to the lack of damages discovery for many of the remaining claims and the uncertain nature of this litigation, including uncertainties around the potential allocation of responsibility by a jury to other defendants or responsible third parties. The recognition of a potential loss in the future in the West Fertilizer Co. litigation could negatively affect our results in the period of recognition. However, based upon currently available information, including available insurance coverage, we do not believe that this litigation will have a material adverse effect on our consolidated financial position, results of operations or cash flows.
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. In 2015, we and several other parties received a notice that the U.S. Department of the Interior and other trustees intend to undertake a natural resource damage assessment for 17 former phosphate mines in southeast Idaho, one of which is the former Georgetown Canyon mine. Because the former mine site is still in the remedial investigation 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.

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16Segment 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 of selling, general and administrative expenses and other operating—net) and non-operating expenses (interest and income taxes) are centrally managed and are not included in the measurement of segment profitability reviewed by management.
Our assets, with the exception of goodwill, are not monitored by or reported to our 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 months ended March 31, 2020 and 2019 are presented in the tables below.
 
Ammonia
 
Granular
Urea(1)
 
UAN(1)
 
AN(1)
 
Other(1)
 
Consolidated
 
(in millions)
Three months ended March 31, 2020
 

 
 

 
 

 
 
 
 

 
 

Net sales
$
193

 
$
337

 
$
235

 
$
116

 
$
90

 
$
971

Cost of sales
173

 
224

 
193

 
103

 
74

 
767

Gross margin
$
20

 
$
113

 
$
42

 
$
13

 
$
16

 
204

Total other operating costs and expenses
 

 
 

 
 

 
 
 
 

 
60

Equity in earnings of operating affiliate
 

 
 

 
 

 
 
 
 

 
3

Operating earnings
 

 
 

 
 

 
 
 
 

 
$
147

 
 
 
 
 
 
 
 
 
 
 
 
Three months ended March 31, 2019
 

 
 

 
 

 
 
 
 

 
 

Net sales
$
187

 
$
343

 
$
256

 
$
127

 
$
88

 
$
1,001

Cost of sales
166

 
228

 
195

 
114

 
78

 
781

Gross margin
$
21

 
$
115

 
$
61

 
$
13

 
$
10

 
220

Total other operating costs and expenses
 

 
 

 
 

 
 
 
 

 
62

Equity in earnings of operating affiliate
 

 
 

 
 

 
 
 
 

 
7

Operating earnings
 

 
 

 
 

 
 
 
 

 
$
165

_______________________________________________________________________________
(1) 
The cost of the products that are upgraded into other products is transferred at cost into the upgraded product results.

17.   Subsequent Events
In April 2020, due to confidence in the functioning of the credit markets and strong nitrogen fertilizer business conditions, we repaid the $500 million of borrowings that were outstanding under the Revolving Credit Agreement as of March 31, 2020. See Note 12—Financing Agreements for additional information.
In the second quarter of 2020, we received income tax refunds of $68 million, including interest, related to the income tax matter of the Terra Amended Tax Returns. In addition, we received notification that the Joint Committee approved the IRS audit report relating to the withholding tax matter of the Terra Amended Tax Returns. See Note 10—Income Taxes for additional information.




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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
        You should read the following discussion and analysis in conjunction with our annual consolidated financial statements and related notes and our discussion and analysis of financial condition and results of operations, which were included in our 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2020, as well as Item 1. Financial Statements in this Form 10-Q. All references to “CF Holdings,” “we,” “us,” “our” and “the Company” 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. References to tons refer to short tons. Notes referenced in this discussion and analysis refer to the notes to our unaudited interim consolidated financial statements in Item 1. Financial Statements in this Form 10-Q. The following is an outline of the discussion and analysis included herein:
Overview of CF Holdings
Our Company
Market Conditions and Current Developments
Items Affecting Comparability of Results
Financial Executive Summary
Results of Consolidated Operations
Operating Results by Business Segment
Liquidity and Capital Resources
Off-Balance Sheet Arrangements
Critical Accounting Policies and Estimates
Recent Accounting Pronouncements
Forward-Looking Statements
Overview of CF Holdings
Our Company
We are a leading global manufacturer and distributor of nitrogen products for fertilizer, emissions abatement and other industrial applications. We operate manufacturing complexes in the United States, Canada and the United Kingdom, which are among the most cost-advantaged, efficient and flexible in the world, and an extensive storage, transportation and distribution network in North America. Our 3,000 employees focus on safe and reliable operations, environmental stewardship and disciplined capital and corporate management, driving our strategy to leverage and sustainably grow the world’s most advantaged nitrogen and chemicals platform to serve customers and create long-term shareholder value. Our principal customers are cooperatives, independent fertilizer distributors, traders, wholesalers and industrial users. Our principal nitrogen fertilizer products are anhydrous ammonia (ammonia), 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, and compound fertilizer products (NPKs), which are granular fertilizer products for which the nutrient content is a combination of nitrogen, phosphorus and potassium.
Our principal assets as of March 31, 2020 include:
five U.S. nitrogen manufacturing facilities located in Donaldsonville, Louisiana (the largest nitrogen complex in the world); Port Neal, Iowa; Yazoo City, Mississippi; Verdigris, Oklahoma; and Woodward, Oklahoma. These facilities are wholly owned directly or indirectly by CF Industries Nitrogen, LLC (CFN), of which we own approximately 89% and CHS Inc. (CHS) owns the remainder. See Note 13—Noncontrolling Interest for additional information on our strategic venture with CHS;
two Canadian nitrogen manufacturing facilities located in Medicine Hat, Alberta (the largest nitrogen complex in Canada) and Courtright, Ontario;
two United Kingdom nitrogen manufacturing facilities located in Billingham and Ince;
an extensive system of terminals and associated transportation equipment located primarily in the Midwestern United States; and

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a 50% interest in Point Lisas Nitrogen Limited (PLNL), an ammonia production joint venture located in the Republic of Trinidad and Tobago that we account for under the equity method.
Market Conditions and Current Developments
COVID-19 Pandemic
In March 2020, the World Health Organization characterized the outbreak of coronavirus disease 2019 (COVID-19) as a pandemic. Since that time, efforts to slow the spread of COVID-19 have intensified. A number of countries, as well as certain states and cities within the United States, have enacted temporary closures of businesses, issued shelter in place or quarantine orders, and taken other restrictive measures in response to the pandemic.
Due to the use of fertilizer products in crop production, our business operations have been designated as part of the critical infrastructure by the United States and as essential businesses in the United Kingdom and Canada, with corresponding designations for those states and provinces in which we operate that have issued restrictive orders. As a result, our manufacturing complexes continued to operate during the first quarter and have continued to operate through the date of this report. Our production of ammonia, the basic building block for our products, totaled 2.7 million tons in the first quarter of 2020 as compared to 2.6 million tons in the first quarter of 2019. Through the date of this filing, we have continued to ship products through all modes of transportation to our customers, and we have not experienced any significant delays in marine, rail or truck transportation services due to the pandemic.
In the first quarter of 2020, we did not experience a meaningful impact in customer demand as a result of the COVID-19 pandemic. Spring weather conditions in the first quarter of this year have been substantially better than the weather conditions experienced in the first quarter of 2019, when cold, wet and snowy conditions prevented first quarter planting activities across much of North America and Europe. In the first quarter of 2020, spring planting began in certain locations and our total volume of products shipped in the first quarter of 2020 of 4.7 million tons was 15% higher than the prior year first quarter.
We have instituted safety precautions to protect the health and well-being of all of our employees, including our essential manufacturing workforce who operate our nitrogen complexes and distribution facilities. These safety measures include installing thermal temperature checks at each of our sites for all personnel who arrive at our sites, adjusting schedules to support social distancing, including changes to loading and shipping procedures, maintaining a close contact log for employees, self-quarantine logs, requiring face coverings onsite, restricting visitor access, enhanced cleaning protocols and travel restrictions for employees. We have also offered pay enhancements to the operational workforce for the March to June time period of approximately $19 million. In addition, since mid-March 2020, the non-operational personnel at our sites who work in administrative and operational support functions have been working remotely in order to maintain social distancing following governmental guidelines. These administrative and operational support functions have operated effectively during this period, meeting our commitments to our customers and continuing to manage our business without interruption. We have not furloughed any employees or instituted any reductions in pay or benefits or other significant cost containment measures.
We participate in a global market, which includes a global supply chain and customer base. The long-term effects of the COVID-19 pandemic are unclear and could adversely affect our business in the future. We have operated our business in a remote working environment under shelter in place orders and could continue to do so for an extended duration, if necessary. However, if the pandemic were to impact a large portion of our workforce in any one location, we might need to temporarily idle that facility, which could have an impact on our business operations, profitability and cash flow. The impact of the COVID-19 pandemic is fluid and continues to evolve. As a result, we cannot predict the extent to which our business, results of operations, financial condition or liquidity will be impacted by the pandemic in the future.
Sales Volume
There was strong demand for fertilizer in the first quarter of 2020 compared to the first quarter of 2019, when demand was lower because of delayed spring planting activity and fertilizer applications as a result of persistent cold and wet weather. Sales volume for the three months ended March 31, 2020 was 4.7 million product tons, an increase of 15% compared to sales volume of 4.1 million product tons for the three months ended March 31, 2019, which resulted in an increase in net sales of approximately $173 million. Sales volumes across all of our products increased in the first quarter of 2020 compared to the first quarter of 2019 as a result of improved weather conditions for the 2020 spring fertilizer application season.
Selling Prices
Selling prices for our products strengthened as the first quarter of 2020 progressed. Early in the first quarter of 2020, average selling prices for our products were lower than in first quarter of 2019 due to increased global nitrogen supply availability as lower global energy costs drove higher global operating rates in the fourth quarter of 2019 and the first quarter of

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2020. For granular urea and UAN, a combination of lower than expected imports into North America and earlier demand in the Southern Plains for spring applications due to favorable weather conditions compared to the prior year drove an increase in selling prices as the first quarter of 2020 concluded.
The average selling price for our products for the first quarter of 2020 was $207 per ton, a decrease of 16% compared to $245 per ton in the first quarter of 2019, which resulted in a decrease in net sales of approximately $203 million.
Natural Gas Prices
Natural gas is the principal raw material used to produce nitrogen fertilizers. We use natural gas both as a chemical feedstock and as a fuel to produce nitrogen products. Natural gas is a significant cost component of manufactured nitrogen products, representing approximately 35% of our production costs.
Most of our nitrogen fertilizer manufacturing facilities are located in the United States and Canada. As a result, the price of natural gas in North America directly impacts a substantial portion of our operating expenses. Due to increases in natural gas production resulting from the rise in production from shale gas formations, natural gas prices in North America have declined over the last decade, but are subject to volatility. In addition, in the first quarter of 2020, natural gas prices were lower than in the first quarter of 2019 as a result of robust supply and lower overall demand as a result of warmer than normal weather in the first quarter of 2020. The average daily market price at the Henry Hub, the most heavily-traded natural gas pricing point in North America, for the three months ended March 31, 2020 was $1.88 per MMBtu compared to $2.89 per MMBtu for the three months ended March 31, 2019, a decrease of 35%.
We also have manufacturing facilities located in the United Kingdom. Production costs for these facilities are subject to fluctuations associated with the price of natural gas in Europe. The major natural gas trading point for the United Kingdom is the National Balancing Point (NBP). The price of natural gas in the United Kingdom has declined as a result of increased availability of liquefied natural gas in the global market. The average daily market price of natural gas at NBP for the three months ended March 31, 2020 was $3.20 per MMBtu compared to $6.56 per MMBtu for the three months ended March 31, 2019, a decrease of 51%.
Natural gas costs in cost of sales, including the impact of realized natural gas derivatives, decreased 29% to $2.61 per MMBtu in the three months ended March 31, 2020 from $3.68 per MMBtu in the three months ended March 31, 2019, which resulted in an increase in gross margin of approximately $87 million.
More recently, North America and the United Kingdom have experienced reduced demand for energy, including natural gas, due to the impact of the COVID-19 pandemic.
Items Affecting Comparability of Results
In addition to the impact of market conditions discussed above, certain items impacted the comparability of our financial results during the three months ended March 31, 2020 and 2019. The following table and related discussion outline these items and how they impacted the comparability of our financial results during these periods. During the three months ended March 31, 2020 and 2019, we reported net earnings attributable to common stockholders of $68 million and $90 million, respectively.
 
Three Months Ended March 31,
 
2020
 
2019
 
Pre-Tax
 
After-Tax
 
Pre-Tax
 
After-Tax
 
(in millions)
Unrealized net mark-to-market (gain) loss on natural gas derivatives(1)
$
(12
)
 
$
(9
)
 
$
2

 
$
1

Loss on foreign currency transactions, including intercompany loans(2)
18

 
14

 
2

 
1

Insurance proceeds(2)
(10
)
 
(8
)
 

 

Louisiana incentive tax credit(3)

 

 

 
(30
)
______________________________________________________________________________
(1) 
Included in cost of sales in our consolidated statements of operations.
(2) 
Included in other operating—net in our consolidated statements of operations.
(3) 
Included in income tax provision (benefit) in our consolidated statement of operations.


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Unrealized net mark-to-market (gain) loss on natural gas derivatives
Natural gas is the largest and most volatile single component of the manufacturing cost for nitrogen-based products. At certain times, we have managed the risk of changes in natural gas prices through the use of derivative financial instruments. The derivatives that we may use for this purpose are primarily natural gas fixed price swaps, basis swaps and options. We use natural gas derivatives as an economic hedge of natural gas price risk, but without the application of hedge accounting. This can result in volatility in reported earnings due to the unrealized mark-to-market adjustments that occur from changes in the value of the derivatives, which are reflected in cost of sales in our consolidated statements of operations. In the three months ended March 31, 2020 and 2019, we recognized an unrealized net mark-to-market (gain) loss of $(12) million and $2 million, respectively.
Loss on foreign currency transactions, including intercompany loans
In the three months ended March 31, 2020 and 2019, we recognized losses of $18 million and $2 million, respectively, primarily consisting of the impact of changes in foreign currency exchange rates on primarily U.S. dollar and British pound denominated intercompany loans that were not permanently invested.
Insurance proceeds
In the three months ended March 31, 2020, we recognized income of $10 million related to insurance claims at one of our nitrogen complexes. The $10 million of income consists of $8 million related to business interruption insurance proceeds and $2 million related to property insurance proceeds. These proceeds are reflected in other operating—net in our consolidated statement of operations.
Louisiana incentive tax credit
For the three months ended March 31, 2019, our income tax benefit included an incentive tax credit from the State of Louisiana of $30 million, net of federal income tax, related to certain capital projects at our Donaldsonville, Louisiana nitrogen complex.
Financial Executive Summary
We reported net earnings attributable to common stockholders of $68 million for the three months ended March 31, 2020 compared to $90 million for the three months ended March 31, 2019, a decrease in net earnings of 24%, or $22 million. The decrease in net earnings of $22 million was due primarily to the following:
Gross margin decreased by $16 million in the first quarter of 2020 to $204 million as compared to $220 million in the first quarter of 2019. The decrease in gross margin was primarily driven by a 16% decrease in average selling prices, which reduced gross margin by $203 million, partially offset by a 29% decrease in natural gas costs, which increased gross margin by $87 million, and a 15% increase in sales volume, which increased gross margin by $74 million.
Net interest expense decreased by $13 million in the first quarter of 2020 to $43 million as compared to $56 million in the first quarter of 2019. The decrease was due primarily to our redemption in November 2019 of all of the remaining $500 million outstanding principal amount of the 7.125% senior notes due May 2020 (the 2020 Notes) and the redemption in December 2019 of $250 million principal amount, representing 50% of the $500 million principal amount outstanding immediately prior to such redemption, of the 3.400% senior secured notes due December 2021 (the 2021 Notes).
Income tax provision increased by $21 million in the first quarter of 2020 to $13 million as compared to an income tax benefit of $8 million in the first quarter of 2019. The primary driver of the increase relates to an incentive tax credit of $30 million recognized in the first quarter of 2019, which is more fully described in the section above titled “Items Affecting Comparability of Results.”
Diluted net earnings per share attributable to common stockholders decreased 23%, or $0.09 per share, to $0.31 in the first quarter of 2020 compared to $0.40 in the first quarter of 2019. This decrease is due primarily to the $30 million incentive tax credit recognized in the first quarter of 2019 and lower gross margin, partially offset by a 4% reduction in diluted weighted-average common shares outstanding due to repurchases made under our share repurchase program. On February 13, 2019, our Board of Directors (the Board) authorized the repurchase of up to $1 billion of CF Holdings common stock through December 31, 2021 (the 2019 Share Repurchase Program). In 2019, we repurchased a total of 7.6 million shares for $337 million, of which approximately 1.5 million shares were repurchased in the first quarter of 2019 for $60 million. In the first quarter of 2020, we repurchased approximately 2.6 million shares for $100 million. See discussion under “Liquidity and Capital Resources—Share Repurchase Program,” below, for further information.

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Results of Consolidated Operations
The following table presents our consolidated results of operations and supplemental data:
 
Three Months Ended March 31,
 
2020
 
2019
 
2020 v. 2019
 
(in millions, except per share and per MMBtu)
Net sales
$
971

 
$
1,001

 
$
(30
)
 
(3
)%
Cost of sales
767

 
781

 
(14
)
 
(2
)%
Gross margin
204

 
220

 
(16
)
 
(7
)%
Gross margin percentage
21.0
%
 
22.0
%
 
(1.0
)%
 
 
Selling, general and administrative expenses
54

 
58

 
(4
)
 
(7
)%
Other operating—net
6

 
4

 
2

 
50
 %
Total other operating costs and expenses
60

 
62

 
(2
)
 
(3
)%
Equity in earnings of operating affiliate
3

 
7

 
(4
)
 
(57
)%
Operating earnings
147

 
165

 
(18
)
 
(11
)%
Interest expense—net
43

 
56

 
(13
)
 
(23
)%
Other non-operating—net

 
(1
)
 
1

 
100
 %
Earnings before income taxes
104

 
110

 
(6
)
 
(5
)%
Income tax provision (benefit)
13

 
(8
)
 
21

 
N/M

Net earnings
91

 
118

 
(27
)
 
(23
)%
Less: Net earnings attributable to noncontrolling interest
23

 
28

 
(5
)
 
(18
)%
Net earnings attributable to common stockholders
$
68

 
$
90

 
$
(22
)
 
(24
)%
Diluted net earnings per share attributable to common stockholders
$
0.31

 
$
0.40

 
$
(0.09
)
 
(23
)%
Diluted weighted-average common shares outstanding
216.6

 
224.6

 
(8.0
)
 
(4
)%
Dividends declared per common share
$
0.30

 
$
0.30

 
$

 
 %
Natural gas supplemental data (per MMBtu)
 
 
 
 
 
 
 
Natural gas costs in cost of sales(1)
$
2.42

 
$
3.70

 
$
(1.28
)
 
(35
)%
Realized derivatives loss (gain) in cost of sales(2)
0.19

 
(0.02
)
 
0.21

 
N/M

Cost of natural gas in cost of sales
$
2.61

 
$
3.68

 
$
(1.07
)
 
(29
)%
Average daily market price of natural gas Henry Hub (Louisiana)
$
1.88

 
$
2.89

 
$
(1.01
)
 
(35
)%
Average daily market price of natural gas National Balancing Point (UK)
$
3.20

 
$
6.56

 
$
(3.36
)
 
(51
)%
Unrealized net mark-to-market (gain) loss on natural gas derivatives
$
(12
)
 
$
2

 
$
(14
)
 
N/M

Depreciation and amortization
$
211

 
$
188

 
$
23

 
12
 %
Capital expenditures
$
67

 
$
80

 
$
(13
)
 
(16
)%
Sales volume by product tons (000s)
4,688

 
4,087

 
601

 
15
 %
Production volume by product tons (000s):
 
 
 
 
 
 
 
Ammonia(3)
2,670

 
2,567

 
103

 
4
 %
Granular urea
1,285

 
1,306

 
(21
)
 
(2
)%
UAN (32%)
1,599

 
1,637

 
(38
)
 
(2
)%
AN
515

 
482

 
33

 
7
 %
___________________________________________________________________________
N/M—Not Meaningful
(1) 
Includes the cost of natural gas and related transportation that is included in cost of sales during the period under the first-in, first-out inventory cost method.
(2) 
Includes realized gains and losses on natural gas derivatives settled during the period. Excludes unrealized mark-to-market gains and losses on natural gas derivatives.
(3) 
Gross ammonia production, including amounts subsequently upgraded on-site into granular urea, UAN, or AN.


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The following is a discussion and analysis of our consolidated results of operations for the first quarter of 2020 compared to the first quarter of 2019.
Net Sales
Our total net sales decreased $30 million, or 3%, to $971 million in the first quarter of 2020 as compared to $1,001 million in the first quarter of 2019 due to a 16% decrease in average selling prices, which reduced net sales by $203 million, partially offset by a 15% increase in sales volume, which increased net sales by $173 million due primarily to favorable weather conditions in North America as compared to the prior year period.
Average selling prices were $207 per ton in the first quarter of 2020, or 16% lower, as compared to $245 per ton in the first quarter of 2019 due to lower average selling prices across all products, primarily driven by increased global nitrogen supply availability as lower global energy costs drove higher global operating rates. Our total sales volume was 4.7 million product tons in the first quarter of 2020, or 15% higher, as compared to 4.1 million product tons in the first quarter of 2019 due to higher sales volume across all products.
Cost of Sales
Our total cost of sales decreased $14 million, or 2%, to $767 million in the first quarter of 2020 as compared to $781 million in the first quarter of 2019. The decline in our cost of sales was due primarily to lower realized natural gas costs, including the impact of realized derivatives, and lower costs related to plant maintenance activity. These factors were partially offset by the impact of an increase in cost of sales due to higher sales volumes and higher shipping and distribution costs. Cost of sales averaged $163 per ton in the first quarter of 2020, a 15% decrease from $191 per ton in the first quarter of 2019 due primarily to the impact of lower realized natural gas costs. Natural gas costs, including the impact of realized derivatives, decreased 29% to $2.61 per MMBtu in the first quarter of 2020 from $3.68 per MMBtu in the first quarter of 2019.
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased $4 million to $54 million in the first quarter of 2020 as compared to $58 million in the first quarter of 2019. The decrease was due primarily to lower costs related to certain corporate office initiatives.
Other Operating—Net
Other operating—net was $6 million of expense in the first quarter of 2020 compared to $4 million of expense in the first quarter of 2019. The expense in the first quarter of 2020 was due primarily to foreign currency transaction losses of $18 million, partially offset by insurance proceeds of $10 million. See “Items Affecting Comparability of Results—Insurance proceeds,” above, for additional information. The $4 million of expense in the first quarter of 2019 was due primarily to foreign currency transaction losses of $2 million. The increase in foreign currency transaction losses was due to the impact of changes in foreign currency exchange rates in the first quarter of 2020 on U.S. dollar and British pound denominated intercompany loans that were not permanently invested.
Equity in Earnings of Operating Affiliate
Equity in earnings of operating affiliate was $3 million in the first quarter of 2020 compared to $7 million in the first quarter of 2019. The decrease was due primarily to a decline in the operating results of PLNL as a result of lower average selling prices.
Interest Expense—Net
Net interest expense decreased by $13 million to $43 million in the first quarter of 2020 compared to $56 million in the first quarter of 2019. The decrease was due primarily to our redemption in November 2019 of all of the remaining $500 million outstanding principal amount of the 2020 Notes and the redemption in December 2019 of $250 million principal amount of the 2021 Notes, representing 50% of the $500 million principal amount outstanding immediately prior to such redemption.
Income Taxes
For the three months ended March 31, 2020, we recorded an income tax provision of $13 million on pre-tax income of $104 million, or an effective tax rate of 12.3%, compared to an income tax benefit of $8 million on pre-tax income of $110 million, or an effective tax rate of (7.3)%, for the three months ended March 31, 2019.
For the three months ended March 31, 2020, our income tax provision includes a $6 million benefit related to the settlement of certain U.S. and foreign income tax audits.

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For the three months ended March 31, 2019, our income tax benefit included an incentive tax credit from the State of Louisiana of $30 million, net of federal income tax, related to certain capital projects at our Donaldsonville, Louisiana nitrogen complex.
Our effective tax rate is also impacted by earnings attributable to the noncontrolling interest in 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 March 31, 2020 of 12.3%, which is based on pre-tax income of $104 million, would be 15.8% exclusive of the earnings attributable to the noncontrolling interest of $23 million. Our effective tax rate for the three months ended March 31, 2019 of (7.3)%, which is based on pre-tax income of $110 million, would be 27.4% exclusive of the earnings attributable to the noncontrolling interest of $28 million and the incentive tax credit of $30 million. See Note 10—Income Taxes and Note 13—Noncontrolling Interest for additional information.
Net Earnings Attributable to Noncontrolling Interest
Net earnings attributable to noncontrolling interest decreased $5 million to $23 million in the first quarter of 2020 from $28 million in the first quarter of 2019 due to lower earnings of CFN driven by lower average selling prices due primarily to increased global nitrogen supply availability.
Diluted Net Earnings Per Share Attributable to Common Stockholders
Net earnings per share attributable to common stockholders decreased $0.09 to $0.31 per diluted share in the first quarter of 2020 from $0.40 per diluted share in the first quarter of 2019. This decrease is due primarily to the $30 million incentive tax credit recognized in the first quarter of 2019 and lower average selling prices, partially offset by lower realized natural gas costs and a 4% reduction in diluted weighted-average common shares outstanding due to repurchases made under our share repurchase program. See discussion under “Liquidity and Capital Resources—Share Repurchase Program,” below, for further information.
Operating Results by Business Segment
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 of selling, general and administrative expenses and other operating—net) and non-operating expenses (interest and income taxes), are centrally managed and are not included in the measurement of segment profitability reviewed by management. The following table presents summary operating results by business segment:
 
Ammonia
 
Granular
Urea(1)
 
UAN(1)
 
AN(1)
 
Other(1)
 
Consolidated
 
(dollars in millions)
Three months ended March 31, 2020
 

 
 

 
 

 
 
 
 

 
 

Net sales
$
193

 
$
337

 
$
235

 
$
116

 
$
90

 
$
971

Cost of sales
173

 
224

 
193

 
103

 
74

 
767

Gross margin
$
20

 
$
113

 
$
42

 
$
13

 
$
16

 
$
204

Gross margin percentage
10.4
%
 
33.5
%
 
17.9
%
 
11.2
%
 
17.8
%
 
21.0
%
Three months ended March 31, 2019
 

 
 

 
 

 
 
 
 

 
 

Net sales
$
187

 
$
343

 
$
256

 
$
127

 
$
88

 
$
1,001

Cost of sales
166

 
228

 
195

 
114

 
78

 
781

Gross margin
$
21

 
$
115

 
$
61

 
$
13

 
$
10

 
$
220

Gross margin percentage
11.2
%
 
33.5
%
 
23.8
%
 
10.2
%
 
11.4
%
 
22.0
%
_______________________________________________________________________________
(1) 
The cost of products that are upgraded into other products is transferred at cost into the upgraded product results.


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Ammonia Segment
Our ammonia segment produces anhydrous ammonia (ammonia), which is our most concentrated nitrogen fertilizer as it contains 82% nitrogen. The results of our ammonia segment consist of sales of ammonia to external customers. In addition, ammonia is the “basic” nitrogen product that we upgrade into other nitrogen products such as granular urea, UAN and AN. We produce ammonia at all of our nitrogen manufacturing complexes.
The following table presents summary operating data for our ammonia segment:
 
Three Months Ended March 31,
 
2020
 
2019
 
2020 v. 2019
 
(dollars in millions, except per ton amounts)
Net sales
$
193

 
$
187

 
$
6

 
3
 %
Cost of sales
173

 
166

 
7

 
4
 %
Gross margin
$
20

 
$
21

 
$
(1
)
 
(5
)%
Gross margin percentage
10.4
%
 
11.2
%
 
(0.8
)%
 
 
Sales volume by product tons (000s)
762

 
606

 
156

 
26
 %
Sales volume by nutrient tons (000s)(1)
625

 
497

 
128

 
26
 %
Average selling price per product ton
$
253

 
$
309

 
$
(56
)
 
(18
)%
Average selling price per nutrient ton(1)
$
309

 
$
376

 
$
(67
)
 
(18
)%
Gross margin per product ton
$
26

 
$
35

 
$
(9
)
 
(26
)%
Gross margin per nutrient ton(1)
$
32

 
$
42

 
$
(10
)
 
(24
)%
Depreciation and amortization
$
39

 
$
29

 
$
10

 
34
 %
Unrealized net mark-to-market gain on natural gas derivatives
$
(4
)
 
$

 
$
(4
)
 
N/M

_______________________________________________________________________________
N/M—Not Meaningful
(1) 
Ammonia represents 82% nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.
First Quarter of 2020 Compared to First Quarter of 2019
Net Sales.    Net sales in our ammonia segment increased by $6 million, or 3%, to $193 million in the first quarter of 2020 from $187 million in the first quarter of 2019 due primarily to a 26% increase in sales volume, partially offset by an 18% decrease in average selling prices. Sales volume was higher due to improved weather conditions in the first quarter of 2020 compared to the first quarter of 2019 and greater supply availability as a result of increased production. Average selling prices decreased to $253 per ton in the first quarter of 2020 compared to $309 per ton in the comparable period of 2019 due primarily to increased global nitrogen supply availability as lower global energy costs drove higher global operating rates.
Cost of Sales.    Cost of sales in our ammonia segment averaged $227 per ton in the first quarter of 2020, a 17% decrease from $274 per ton in the comparable period of 2019. The decrease is due primarily to lower realized natural gas costs and lower costs related to plant maintenance activity, partially offset by the impact of higher distribution costs.
Gross Margin.    Gross margin in our ammonia segment decreased by $1 million to $20 million in the first quarter of 2020 from $21 million in the first quarter of 2019, and our gross margin percentage was 10.4% in the first quarter of 2020 compared to 11.2% in the first quarter of 2019. The decrease in gross margin was due to an 18% decrease in average selling prices, which reduced gross margin by $58 million. This decline was partially offset by a 26% increase in sales volume, which increased gross margin by $34 million, a decrease in realized natural gas costs, which increased gross margin by $10 million, a $9 million net decrease in other manufacturing and distribution costs and a $4 million unrealized net mark-to-market gain on natural gas derivatives in the first quarter of 2020.



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Granular Urea Segment
Our granular urea segment produces granular urea, which contains 46% nitrogen. Produced from ammonia and carbon dioxide, it has the highest nitrogen content of any of our solid nitrogen fertilizers. Granular urea is produced at our Donaldsonville, Louisiana; Medicine Hat, Alberta; and Port Neal, Iowa, nitrogen complexes.
The following table presents summary operating data for our granular urea segment:
 
Three Months Ended March 31,
 
2020
 
2019
 
2020 v. 2019
 
(dollars in millions, except per ton amounts)
Net sales
$
337

 
$
343

 
$
(6
)
 
(2
)%
Cost of sales
224

 
228

 
(4
)
 
(2
)%
Gross margin
$
113

 
$
115

 
$
(2
)
 
(2
)%
Gross margin percentage
33.5
%
 
33.5
%
 
%
 
 
Sales volume by product tons (000s)
1,381

 
1,184

 
197

 
17
 %
Sales volume by nutrient tons (000s)(1)
635

 
545

 
90

 
17
 %
Average selling price per product ton
$
244

 
$
290

 
$
(46
)
 
(16
)%
Average selling price per nutrient ton(1)
$
531

 
$
629

 
$
(98
)
 
(16
)%
Gross margin per product ton
$
82

 
$
97

 
$
(15
)
 
(15
)%
Gross margin per nutrient ton(1)
$
178

 
$
211

 
$
(33
)
 
(16
)%
Depreciation and amortization
$
72

 
$
66

 
$
6

 
9
 %
Unrealized net mark-to-market (gain) loss on natural gas derivatives
$
(4
)
 
$
1

 
$
(5
)
 
N/M

_______________________________________________________________________________
N/M—Not Meaningful
(1) 
Granular urea represents 46% nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.

First Quarter of 2020 Compared to First Quarter of 2019
Net Sales.    Net sales in our granular urea segment decreased $6 million, or 2%, to $337 million in the first quarter of 2020 from $343 million in the first quarter of 2019 due primarily to a 16% decrease in average selling prices, partially offset by a 17% increase in sales volume. Average selling prices decreased to $244 per ton in the first quarter of 2020 compared to $290 per ton in the comparable period of 2019 due primarily to increased global nitrogen supply availability as lower global energy costs drove higher global operating rates. Sales volume was higher due to more favorable weather conditions compared to the first quarter of 2019 and greater supply availability as a result of higher inventory levels entering the first quarter of 2020.
Cost of Sales.    Cost of sales in our granular urea segment averaged $162 per ton in the first quarter of 2020, a 16% decrease from $193 per ton in the comparable period of 2019, primarily driven by lower realized natural gas costs.
Gross Margin.    Gross margin in our granular urea segment decreased by $2 million to $113 million in the first quarter of 2020 from $115 million in the first quarter of 2019, and our gross margin percentage was 33.5% in both the first quarter of 2020 and the first quarter of 2019. The decrease in gross margin was due to a 16% decrease in average selling prices, which decreased gross margin by $64 million. This decline was partially offset by lower realized natural gas costs, which increased gross margin by $26 million, a 17% increase in sales volume, which increased gross margin by $22 million, a $9 million net decrease in other manufacturing and distribution costs and the impact of a $4 million unrealized net mark-to-market gain on natural gas derivatives in the first quarter of 2020 compared to a $1 million loss in the first quarter of 2019.




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UAN Segment
Our UAN segment produces urea ammonium nitrate solution (UAN). UAN, a liquid fertilizer product with a nitrogen content that typically ranges from 28% to 32%, is produced by combining urea and ammonium nitrate. UAN is produced at our nitrogen complexes in Courtright, Ontario; Donaldsonville, Louisiana; Port Neal, Iowa; Verdigris, Oklahoma; Woodward, Oklahoma; and Yazoo City, Mississippi.
The following table presents summary operating data for our UAN segment:
 
Three Months Ended March 31,
 
2020
 
2019
 
2020 v. 2019
 
(dollars in millions, except per ton amounts)
Net sales
$
235

 
$
256

 
$
(21
)
 
(8
)%
Cost of sales
193

 
195

 
(2
)
 
(1
)%
Gross margin
$
42

 
$
61

 
$
(19
)
 
(31
)%
Gross margin percentage
17.9
%
 
23.8
%
 
(5.9
)%
 
 
Sales volume by product tons (000s)
1,390

 
1,268

 
122

 
10
 %
Sales volume by nutrient tons (000s)(1)
436

 
396

 
40

 
10
 %
Average selling price per product ton
$
169

 
$
202

 
$
(33
)
 
(16
)%
Average selling price per nutrient ton(1)
$
539

 
$
646

 
$
(107
)
 
(17
)%
Gross margin per product ton
$
30

 
$
48

 
$
(18
)
 
(38
)%
Gross margin per nutrient ton(1)
$
96

 
$
154

 
$
(58
)
 
(38
)%
Depreciation and amortization
$
52

 
$
46

 
$
6

 
13
 %
Unrealized net mark-to-market (gain) loss on natural gas derivatives
$
(3
)
 
$
1

 
$
(4
)
 
N/M

_______________________________________________________________________________
N/M—Not Meaningful
(1) 
UAN represents between 28% and 32% of nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.
First Quarter of 2020 Compared to First Quarter of 2019
Net Sales.    Net sales in our UAN segment decreased $21 million, or 8%, to $235 million in the first quarter of 2020 from $256 million in the first quarter of 2019 due primarily to a 16% decrease in average selling prices, partially offset by a 10% increase in sales volume. Average selling prices decreased to $169 per ton in the first quarter of 2020 compared to $202 per ton in the comparable period of 2019 due primarily to increased global nitrogen supply availability as lower global energy costs drove higher global operating rates and increased imports into the United States as trade flows are adjusting in response to the European Union anti-dumping duties. The increase in sales volume was due primarily to earlier demand in the Southern Plains for spring fertilizer applications in the first quarter of 2020 compared to the delayed spring application season due to unfavorable weather conditions in the first quarter of 2019.
Cost of Sales.    Cost of sales in our UAN segment averaged $139 per ton in the first quarter of 2020, a 10% decrease from $154 per ton in the first quarter of 2019, primarily driven by lower realized natural gas costs, partially offset by higher shipping and distribution costs.
Gross Margin.    Gross margin in our UAN Segment decreased by $19 million to $42 million in the first quarter of 2020 from $61 million in the first quarter of 2019, and our gross margin percentage was 17.9% in the first quarter of 2020 compared to 23.8% in the first quarter of 2019. The decrease in gross margin was due to a 16% decrease in average selling prices, which decreased gross margin by $47 million and a $19 million net increase in other manufacturing and distribution costs. These factors were partially offset by lower realized natural gas costs, which increased gross margin by $32 million, a 10% increase in sales volume, which increased gross margin by $11 million and the impact of a $3 million unrealized net mark-to-market gain on natural gas derivatives in the first quarter of 2020 compared to a $1 million loss in the first quarter of 2019.



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AN Segment
Our AN segment produces ammonium nitrate (AN). AN, which has a nitrogen content between 29% and 35%, is produced by combining anhydrous ammonia and nitric acid. AN is used as nitrogen fertilizer and is also used by industrial customers for commercial explosives and blasting systems. AN is produced at our nitrogen complexes in Yazoo City, Mississippi and Ince and Billingham, United Kingdom.
The following table presents summary operating data for our AN segment:
 
Three Months Ended March 31,
 
2020
 
2019
 
2020 v. 2019
 
(dollars in millions, except per ton amounts)
Net sales
$
116

 
$
127

 
$
(11
)
 
(9
)%
Cost of sales
103

 
114

 
(11
)
 
(10
)%
Gross margin
$
13

 
$
13

 
$

 
 %
Gross margin percentage
11.2
%
 
10.2
%
 
1.0
%
 
 
Sales volume by product tons (000s)
547

 
501

 
46

 
9
 %
Sales volume by nutrient tons (000s)(1)
184

 
166

 
18

 
11
 %
Average selling price per product ton
$
212

 
$
253

 
$
(41
)
 
(16
)%
Average selling price per nutrient ton(1)
$
630

 
$
765

 
$
(135
)
 
(18
)%
Gross margin per product ton
$
24

 
$
26

 
$
(2
)
 
(8
)%
Gross margin per nutrient ton(1)
$
71

 
$
78

 
$
(7
)
 
(9
)%
Depreciation and amortization
$
26

 
$
22

 
$
4

 
18
 %
Unrealized net mark-to-market gain on natural gas derivatives
$
(1
)
 
$

 
$
(1
)
 
N/M

_______________________________________________________________________________
N/M—Not Meaningful
(1) 
AN represents between 29% and 35% of nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.
First Quarter of 2020 Compared to First Quarter of 2019
Net Sales.    Net sales in our AN segment decreased $11 million, or 9%, to $116 million in the first quarter of 2020 from $127 million in the first quarter of 2019 due to a 16% decrease in average selling prices, partially offset by a 9% increase in sales volume. Average selling prices decreased to $212 per ton in the first quarter of 2020 compared to $253 per ton in the first quarter of 2019 due primarily to increased global nitrogen supply availability as lower global energy costs drove higher global operating rates. Sales volume increased due primarily to higher demand in North America and Europe for agricultural applications and greater supply availability as a result of higher inventory levels entering the first quarter of 2020.
Cost of Sales.    Cost of sales in our AN segment averaged $188 per ton in the first quarter of 2020, a 17% decrease from $227 per ton in the comparable period of 2019. The decrease was due primarily to lower realized natural gas costs and lower costs related to plant maintenance activity.
Gross Margin.    Gross margin in our AN segment was $13 million in both the first quarter of 2020 and the first quarter of 2019, and our gross margin percentage increased to 11.2% in the first quarter of 2020 compared to 10.2% in the first quarter of 2019. The 16% decrease in average selling prices, which decreased gross margin by $23 million, was offset by a decrease in realized natural gas costs, which increased gross margin by $12 million, a 9% increase in sales volume, which increased gross margin by $3 million, a net decrease of $7 million in other manufacturing and distribution costs, and the impact of a $1 million unrealized net mark-to-market gain on natural gas derivatives in the first quarter of 2020.



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Other Segment
Our Other segment primarily includes the following products:
Diesel exhaust fluid (DEF) is an aqueous urea solution typically made with 32.5% or 50% high-purity urea and the remainder deionized water.
Urea liquor is a liquid product that we sell in concentrations of 40%, 50% and 70% urea as a chemical intermediate.
Nitric acid is a nitrogen-based industrial product.
Compound fertilizer products (NPKs) are granular fertilizer products for which the nutrient content is a combination of nitrogen, phosphorus and potassium.
The following table presents summary operating data for our Other segment:
 
Three Months Ended March 31,
 
2020
 
2019
 
2020 v. 2019
 
(dollars in millions, except per ton amounts)
Net sales
$
90

 
$
88

 
$
2

 
2
 %
Cost of sales
74

 
78

 
(4
)
 
(5
)%
Gross margin
$
16

 
$
10

 
$
6

 
60
 %
Gross margin percentage
17.8
%
 
11.4
%
 
6.4
%
 
 
Sales volume by product tons (000s)
608

 
528

 
80

 
15
 %
Sales volume by nutrient tons (000s)(1)
120

 
103

 
17

 
17
 %
Average selling price per product ton
$
148

 
$
167

 
$
(19
)
 
(11
)%
Average selling price per nutrient ton(1)
$
750

 
$
854

 
$
(104
)
 
(12
)%
Gross margin per product ton
$
26

 
$
19

 
$
7

 
37
 %
Gross margin per nutrient ton(1)
$
133

 
$
97

 
$
36

 
37
 %
Depreciation and amortization
$
17

 
$
17

 
$

 
 %
Unrealized net mark-to-market gain (loss) on natural gas derivatives
$

 
$

 
$

 
 %
_______________________________________________________________________________
(1) 
Nutrient tons represent the tons of nitrogen within the product tons.
First Quarter of 2020 Compared to First Quarter of 2019
Net Sales.    Net sales in our Other segment increased by $2 million, or 2%, to $90 million in the first quarter of 2020 from $88 million in the first quarter of 2019 due to a 15% increase in sales volume, partially offset by an 11% decrease in average selling prices. The increase in sales volume is due primarily to an increase in DEF and NPK sales volumes. The decrease in average selling prices is due primarily to increased global nitrogen supply availability as lower global energy costs drove higher global operating rates.
Cost of Sales.    Cost of sales in our Other segment averaged $122 per ton in the first quarter of 2020, an 18% decrease from $148 per ton in the comparable period of 2019, due primarily to lower realized natural gas costs.
Gross Margin.    Gross margin in our Other segment increased by $6 million to $16 million in the first quarter of 2020 from $10 million in the first quarter of 2019, and our gross margin percentage increased to 17.8% in the first quarter of 2020 compared to 11.4% in the first quarter of 2019. The increase in gross margin was due to a decrease in realized natural gas costs, which increased gross margin by $7 million, a 15% increase in sales volume, which increased gross margin by $4 million, and a $6 million net decrease in other manufacturing and distribution costs. These factors were partially offset by an 11% decrease in average selling prices, which reduced gross margin by $11 million.




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Liquidity and Capital Resources
Our primary uses of cash are generally for operating costs, working capital, capital expenditures, debt service, investments, taxes, share repurchases and dividends. Our working capital requirements are affected by several factors, including demand for our products, selling prices, raw material costs, freight costs and seasonal factors inherent in the business. In addition, we may from time to time seek to retire or purchase our outstanding debt through cash purchases, in open market or privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Generally, our primary source of cash is cash from operations, which includes cash generated by customer advances. We may also from time to time access the capital markets or engage in borrowings under our credit agreement. Our cash from operations could be affected by various risks and uncertainties, including, but not limited to, the effects of the COVID-19 pandemic.
In March 2020, as the impact of the COVID-19 pandemic unfolded in many locations around the world, credit markets began to function less efficiently, causing concern about liquidity in credit markets generally. In response to this and out of an abundance of caution, we borrowed $500 million under our $750 million revolving credit agreement to ensure we maintained ample financial flexibility in light of the uncertainty in the global markets, including the financial credit markets, caused by the pandemic. In response to these market factors, the U.S. Federal Reserve took steps to ensure ample liquidity in the market. These actions by the Federal Reserve, together with other measures taken by the U.S. government, including enactment of the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act), helped the financial markets return to more normal activity. In April 2020, due to confidence in the functioning of the credit markets and strong nitrogen fertilizer business conditions, we repaid the $500 million of borrowings that were outstanding under our revolving credit agreement as of March 31, 2020.
As of March 31, 2020, our cash and cash equivalents balance was $753 million, an increase of $466 million from $287 million at December 31, 2019, primarily driven by the $500 million of borrowings under our revolving credit agreement. At March 31, 2020, we were in compliance with all applicable covenant requirements under our revolving credit agreement, senior notes and senior secured notes. Upon our repayment of the $500 million of revolving credit agreement borrowings in April 2020, unused borrowing capacity under our revolving credit agreement was $750 million.
Cash Equivalents
Cash equivalents include highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less. 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.
Share Repurchase Program
On February 13, 2019, the Board authorized the repurchase of up to $1 billion of CF Holdings common stock through December 31, 2021 (the 2019 Share Repurchase Program). Repurchases under the 2019 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. During the three months ended March 31, 2020, we repurchased approximately 2.6 million shares for $100 million. At March 31, 2020, we held 2,813,869 shares of treasury stock.

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The following table summarizes the share repurchases under the 2019 Share Repurchase Program.
 
Shares
 
Amounts
 
(in millions)
Shares repurchased in 2019:
 
 
 
First quarter
1.5

 
$
60

Second quarter
2.7

 
118

Third quarter
1.5

 
72

Fourth quarter
1.9

 
87

Shares repurchased in 2019
7.6

 
337

Shares repurchased in 2020:
 
 
 
First quarter
2.6

 
100

Shares repurchased as of March 31, 2020
10.2

 
$
437

Capital Spending
We make capital expenditures to sustain our asset base, increase our capacity, improve plant efficiency and comply with various environmental, health and safety requirements. Capital expenditures totaled $67 million in the first three months of 2020 compared to $80 million in the first three months of 2019.
In light of the uncertainty caused by the COVID-19 pandemic, including uncertainty regarding the duration of government actions implemented to slow the spread of the virus and the safety precautions we have implemented to protect the health and well-being of all our employees, we are planning for a range of scenarios and taking actions to defer certain non-essential capital activity. As a result, we currently anticipate that capital expenditures for the full year of 2020 will be in the range of $350 to $400 million, which is lower than the $400 to $450 million previously expected. Planned capital expenditures are generally subject to change due to delays in regulatory approvals or permitting, unanticipated increases in cost, changes in scope and completion time, performance of third parties, delays in the receipt of equipment, adverse weather, defects in materials and workmanship, labor or material shortages, transportation constraints, acceleration or delays in the timing of the work and other unforeseen difficulties. All of these factors may also be influenced or exacerbated by the direct or indirect impacts of the COVID-19 pandemic.
Debt
Revolving Credit Agreement
On December 5, 2019, CF Holdings and CF Industries entered into a senior secured Fourth Amended and Restated Credit Agreement (the Revolving Credit Agreement), which amended and restated our Third Amended and Restated Revolving Credit Agreement, as previously amended (referred to herein, as in effect from time to time, as the Prior Credit Agreement), that was scheduled to mature September 18, 2020. The Revolving Credit Agreement 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. CF Industries, the lead borrower under the Revolving Credit Agreement, may designate as additional borrowers one or more of its wholly owned subsidiaries that are organized in the United States or any state thereof, or the District of Columbia, England and Wales or any other jurisdiction as mutually agreed to by all of the lenders party to the Revolving Credit Agreement, the administrative agent under the Revolving Credit Agreement and CF Industries.
Borrowings under the Revolving Credit Agreement may be denominated in U.S. dollars, Canadian dollars, euro and British pounds, and bear interest at a per annum rate equal to an applicable eurocurrency rate or base rate plus, in either case, a specified margin, and the borrowers 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.
The guarantors under the Revolving Credit Agreement are currently comprised of CF Holdings and CF Holdings’ wholly owned subsidiaries CF Industries Enterprises, LLC (CFE), CF Industries Sales, LLC (CFS), CF USA Holdings, LLC (CF USA) and CF Industries Distribution Facilities, LLC (CFIDF).

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In March 2020, we borrowed $500 million under the Revolving Credit Agreement to ensure we maintained ample financial flexibility in light of the uncertainty in the global markets, including the financial credit markets, caused by the COVID-19 pandemic. As of March 31, 2020, we had unused borrowing capacity under the Revolving Credit Agreement of $250 million, as there were outstanding borrowings of $500 million and no outstanding letters of credit under our $750 million revolving credit facility. There were no borrowings outstanding under the Revolving Credit Agreement as of December 31, 2019. Maximum borrowings under the Revolving Credit Agreement during the three months ended March 31, 2020 were $500 million. The weighted-average annual interest rate of borrowings under the Revolving Credit Agreement during the three months ended March 31, 2020 was 2.05%. There were no borrowings under the Prior Credit Agreement during the three months ended March 31, 2019.
In April 2020, due to confidence in the functioning of the credit markets and strong nitrogen fertilizer business conditions, we repaid the $500 million of borrowings that were outstanding under the Revolving Credit Agreement as of March 31, 2020, which returned our unused borrowing capacity under the Revolving Credit Agreement to $750 million.
The Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including financial covenants. As of March 31, 2020, we were in compliance with all covenants under the Revolving Credit Agreement.
Letters of Credit
In addition to the letter of credit capacity under the Revolving Credit Agreement, as described above, we have also entered into a bilateral agreement providing for up to $145 million of letters of credit. As of March 31, 2020, approximately $124 million of letters of credit were outstanding under this agreement.
Senior Notes
Long-term debt presented on our consolidated balance sheets as of March 31, 2020 and December 31, 2019 consisted of the following debt securities issued by CF Industries:
 
Effective Interest Rate
 
March 31, 2020
 
December 31, 2019
 
 
Principal
 
Carrying Amount (1)
 
Principal
 
Carrying Amount (1)
 
 
 
(in millions)
Public Senior Notes:
 
 
 
 
 
 
 
 
 
3.450% due June 2023
3.562%
 
750

 
748

 
750

 
747

5.150% due March 2034
5.279%
 
750

 
740

 
750

 
740

4.950% due June 2043
5.031%
 
750

 
742

 
750

 
742

5.375% due March 2044
5.465%
 
750

 
741

 
750

 
741

Senior Secured Notes:
 
 
 
 
 
 
 
 
 
3.400% due December 2021
3.782%
 
250

 
248

 
250

 
248

4.500% due December 2026
4.759%
 
750

 
739

 
750

 
739

Total long-term debt
 
 
$
4,000

 
$
3,958

 
$
4,000

 
$
3,957

_______________________________________________________________________________
(1) 
Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was $10 million as of both March 31, 2020 and December 31, 2019, and total deferred debt issuance costs were $32 million and $33 million as of March 31, 2020 and December 31, 2019, respectively. 
Public Senior Notes
On November 13, 2019, we redeemed in full all of the remaining $500 million outstanding principal amount of the 7.125% senior notes due May 2020 (the 2020 Notes), in accordance with the optional redemption provisions in the indenture governing the 2020 Notes. The total aggregate redemption price, excluding accrued interest paid on the 2020 Notes in connection with the redemption, was approximately $512 million. As a result, we recognized a loss on debt extinguishment of $12 million, primarily consisting of premiums paid for the early retirement of debt for the 2020 Notes.
Under the indentures (including the applicable supplemental indentures) governing our senior notes due 2023, 2034, 2043 and 2044 identified in the table above (the Public Senior Notes), each series of Public Senior Notes is guaranteed by CF Holdings.

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Interest on the Public Senior Notes is payable semiannually, and the Public Senior Notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices.
Senior Secured Notes
On December 13, 2019, we redeemed $250 million principal amount, representing 50% of the $500 million principal amount outstanding immediately prior to such redemption, 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, excluding accrued interest paid on the 2021 Notes redeemed in connection with the redemption, was approximately $257 million. As a result, we recognized a loss on debt extinguishment of $9 million, primarily consisting of premiums paid for the early retirement of debt for the 2021 Notes.
Under the terms of the applicable indenture, the 2021 Notes and the 4.500% senior secured notes due 2026 (the 2026 Notes, and together with the 2021 Notes, the Senior Secured Notes) of each series are guaranteed on a senior secured basis, jointly and severally, by CF Holdings and each current and future domestic subsidiary of CF Holdings (other than CF Industries) that from time to time is a borrower, or guarantees indebtedness, under the Revolving Credit Agreement. The subsidiary guarantors of the Senior Secured Notes currently consist of CFE, CFS, CF USA and CFIDF.
Subject to certain exceptions, the obligations under the Senior Secured Notes and each guarantor’s related guarantee are secured by a first priority security interest in substantially all of the assets of CF Industries, CF Holdings and the subsidiary guarantors, including a pledge by CF USA of its equity interests in CFN and mortgages over certain material fee-owned domestic real properties (the Collateral). The obligations under the Revolving Credit Agreement, together with certain letter of credit, cash management, hedging and similar obligations and future pari passu secured indebtedness, are secured by the Collateral on a pari passu basis with the Senior Secured Notes. The liens on the Collateral securing the obligations under the Senior Secured Notes of a series and the related guarantees will be automatically released and the covenant under the applicable indenture limiting dispositions of Collateral will no longer apply if CF Holdings has an investment grade corporate rating, with a stable or better outlook, from two of three selected ratings agencies and there is no default or event of default under the applicable indenture.
Interest on the Senior Secured Notes is payable semiannually, and the Senior Secured Notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices.
Forward Sales and Customer Advances
We offer our customers the opportunity to purchase products from us on a forward basis at prices and on delivery dates we propose. Therefore, our reported fertilizer selling prices and margins may differ from market spot prices and margins available at the time of shipment.
Customer advances, which typically represent a portion of the contract’s value, are received shortly after the contract is executed, with any remaining unpaid amount generally being collected by the time control transfers to the customer, thereby reducing or eliminating the accounts receivable related to such sales. Any cash payments received in advance from customers in connection with forward sales contracts are reflected on our consolidated balance sheets as a current liability until control transfers and revenue is recognized. As of March 31, 2020 and December 31, 2019, we had $239 million and $119 million, respectively, in customer advances on our consolidated balance sheets.
While customer advances are generally a significant source of liquidity, the level of forward sales contracts is affected by many factors including current market conditions and our customers’ outlook of future market fundamentals. During periods of declining prices, customers tend to delay purchasing fertilizer in anticipation that prices in the future will be lower than the current prices. If the level of sales under our forward sales programs were to decrease in the future, our cash received from customer advances would likely decrease and our accounts receivable balances would likely increase. Additionally, further borrowing under the Revolving Credit Agreement could become necessary. Due to the volatility inherent in our business and changing customer expectations, we cannot estimate the amount of future forward sales activity.
Under our forward sales programs, a customer may delay delivery of an order due to weather conditions or other factors. These delays generally subject the customer to potential charges for storage or may be grounds for termination of the contract by us. Such a delay in scheduled shipment or termination of a forward sales contract due to a customer’s inability or unwillingness to perform may negatively impact our reported sales.

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Derivative Financial Instruments
We may 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 fertilizers. From time to time, we may also use derivative financial instruments to reduce our exposure to changes in foreign currency exchange rates. Volatility in reported quarterly earnings can result from the unrealized mark-to-market adjustments in the value of the derivatives. As of March 31, 2020, our open natural gas derivative contracts consisted of natural gas fixed price swaps and basis swaps for 9.2 million MMBtus. As of December 31, 2019, our open natural gas derivative contracts consisted of natural gas fixed price swaps, basis swaps and options for 41.1 million MMBtus.
Defined Benefit Pension Plans
We contributed $6 million to our pension plans during the three months ended March 31, 2020. Over the remainder of 2020, we expect to contribute an additional $35 million to our pension plans, or a total of approximately $41 million for the full year 2020.
Distribution to Noncontrolling Interest in CFN
On January 31, 2020, the CFN Board of Managers approved semi-annual distribution payments for the distribution period ended December 31, 2019 in accordance with CFN’s limited liability company agreement. On January 31, 2020, CFN distributed $88 million to CHS for the distribution period ended December 31, 2019. The estimate of the partnership distribution earned by CHS, but not yet declared, for the first quarter of 2020 is approximately $40 million.
Cash Flows
Operating Activities
Net cash provided by operating activities during the first three months of 2020 was $292 million, a decrease of $14 million as compared to $306 million in the first three months of 2019. This decrease was due primarily to a decrease in cash earnings generated by the business and higher cash tax payments, partially offset by changes in working capital. Cash earnings from the business decreased due primarily to the decrease in net earnings of $27 million to $91 million in the first three months of 2020 from $118 million in the first three months of 2019. The changes in working capital primarily include lower amounts of cash used for working capital purposes in the first quarter of 2020 as compared to the first quarter of 2019 in inventory, accounts receivable, accounts payable and accrued liabilities, partially offset by lower amounts of cash received from customers as customer advances between the periods.
Investing Activities
Net cash used in investing activities was $65 million in the first three months of 2020 as compared to $75 million in the first three months of 2019. During the first three months of 2020, capital expenditures totaled $67 million compared to $80 million in the first three months of 2019.
Financing Activities
Net cash provided by financing activities was $242 million in the first three months of 2020 compared to net cash used in financing activities of $242 million in the same period of 2019. The first three months of 2020 included $500 million of borrowings under the Revolving Credit Agreement. Dividends paid on common stock during the three months ended March 31, 2020 and 2019 were $65 million and $67 million, respectively. In the first three months of 2020, we spent $100 million to repurchase shares of common stock compared to $87 million in the comparable period of 2019, which included approximately $33 million related to shares repurchased in late 2018 that were paid for in 2019. Distributions to noncontrolling interest totaled $88 million in the first three months of 2020 as compared to $86 million in the first three months of 2019.
Contractual Obligations
As of March 31, 2020, except for the $500 million of borrowings under the Revolving Credit Agreement, there have been no material changes outside the ordinary course of business to our contractual obligations as described in our 2019 Annual Report on Form 10-K filed with the SEC on February 24, 2020.

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Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies and Estimates
There were no changes to our significant accounting policies or estimates during the first three months of 2020.
Recent Accounting Pronouncements
See Note 2—New Accounting Standards for a discussion of recent accounting pronouncements.

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FORWARD-LOOKING STATEMENTS
From time to time, in this Quarterly Report on Form 10-Q as well as in other written reports and oral statements, we make forward-looking statements that are not statements of historical fact and may involve a number of risks and uncertainties. These statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to our prospects, future developments and business strategies. We have used the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” or “would” and similar terms and phrases, including references to assumptions, to identify forward-looking statements in this document. These forward-looking statements are made based on currently available competitive, financial and economic data, our current expectations, estimates, forecasts and projections about the industries and markets in which we operate and management’s beliefs and assumptions concerning future events affecting us. These statements are not guarantees of future performance and are subject to risks, uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Therefore, our actual results may differ materially from what is expressed in or implied by any forward-looking statements. We want to caution you not to place undue reliance on any forward-looking statements. We do not undertake any responsibility to release publicly any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this document. Additionally, we do not undertake any responsibility to provide updates regarding the occurrence of any unanticipated events which may cause actual results to differ from those expressed or implied by the forward-looking statements contained in this document.
Important factors that could cause actual results to differ materially from our expectations are disclosed under “Risk Factors” in Item 1A in our 2019 Annual Report on Form 10-K filed with the SEC on February 24, 2020 and Part II, Item 1A of this Quarterly Report on Form 10-Q. Such factors include, among others:
the impact of the novel coronavirus disease 2019 (COVID-19) pandemic, including measures taken by governmental authorities to slow the spread of the virus, on our business and operations;
the cyclical nature of our business and the impact of global supply and demand on our selling prices;
the global commodity nature of our fertilizer products, the conditions in the international market for nitrogen products, and the intense global competition from other fertilizer producers;
conditions in the United States, Europe and other agricultural areas;
the volatility of natural gas prices in North America and Europe;
difficulties in securing the supply and delivery of raw materials, increases in their costs or delays or interruptions in their delivery;
reliance on third party providers of transportation services and equipment;
the significant risks and hazards involved in producing and handling our products against which we may not be fully insured;
our ability to manage our indebtedness and any additional indebtedness that may be incurred;
our ability to maintain compliance with covenants under our revolving credit agreement and the agreements governing our indebtedness;
downgrades of our credit ratings;
risks associated with cyber security;
weather conditions;
risks associated with changes in tax laws and disagreements with taxing authorities;
our reliance on a limited number of key facilities;
potential liabilities and expenditures related to environmental, health and safety laws and regulations and permitting requirements;
future regulatory restrictions and requirements related to greenhouse gas emissions;
risks associated with expansions of our business, including unanticipated adverse consequences and the significant resources that could be required;
the seasonality of the fertilizer business;
the impact of changing market conditions on our forward sales programs;
risks involving derivatives and the effectiveness of our risk measurement and hedging activities;
risks associated with the operation or management of the CHS strategic venture, risks and uncertainties relating to the market prices of the fertilizer products that are the subject of our supply agreement with CHS over the life of the supply agreement, and the risk that any challenges related to the CHS strategic venture will harm our other business relationships;
risks associated with our PLNL joint venture;
acts of terrorism and regulations to combat terrorism;
risks associated with international operations; and
deterioration of global market and economic conditions.

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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are exposed to the impact of changes in commodity prices, interest rates and foreign currency exchange rates.
Commodity Prices
Our net sales, cash flows and estimates of future cash flows related to nitrogen-based fertilizers are sensitive to changes in fertilizer prices as well as changes in the prices of natural gas and other raw materials unless these costs have been fixed or hedged. A $1.00 per MMBtu change in the price of natural gas would change the cost to produce a ton of ammonia, granular urea, UAN (32%), and AN by approximately $33, $21, $15 and $15, respectively.
Natural gas is the largest and most volatile component of the manufacturing cost for nitrogen-based products. At certain times, we have managed the risk of changes in natural gas prices through the use of derivative financial instruments. The derivative instruments that we may use for this purpose are primarily natural gas fixed price swaps, basis swaps and options. These derivatives settle using primarily a NYMEX futures price index, which represent the basis for fair value at any given time. The contracts represent anticipated natural gas needs for future periods and settlements are scheduled to coincide with anticipated natural gas purchases during those future periods. As of March 31, 2020, we had natural gas fixed price swaps and basis swaps covering certain periods through March 2021.
As of March 31, 2020 and December 31, 2019, we had open derivative contracts for 9.2 million MMBtus and 41.1 million MMBtus, respectively. A $1.00 per MMBtu increase in the forward curve prices of natural gas at March 31, 2020 would result in a favorable change in the fair value of these derivative positions of $6 million, and a $1.00 per MMBtu decrease in the forward curve prices of natural gas would change their fair value unfavorably by $6 million.
From time to time we may purchase nitrogen products on the open market to augment or replace production at our facilities.
Interest Rates
As of March 31, 2020, we had six series of senior notes totaling $4.00 billion of principal outstanding with maturity dates of December 1, 2021, June 1, 2023, December 1, 2026, March 15, 2034, June 1, 2043 and March 15, 2044. The senior notes have fixed interest rates. As of March 31, 2020, the carrying value and fair value of our senior notes was approximately $3.96 billion and $3.97 billion, respectively.
Borrowings under the Revolving Credit Agreement bear current market rates of interest and we are subject to interest rate risk on such borrowings. We had $500 million of borrowings outstanding under the Revolving Credit Agreement as of March 31, 2020, and there were no borrowings outstanding as of December 31, 2019. Maximum borrowings under the Revolving Credit Agreement during the three months ended March 31, 2020 were $500 million. The weighted-average annual interest rate of borrowings under the Revolving Credit Agreement during the three months ended March 31, 2020 was 2.05%. There were no borrowings under the Revolving Credit Agreement during the three months ended March 31, 2019.
Foreign Currency Exchange Rates
We are directly exposed to changes in the value of the Canadian dollar, the British pound and the euro. We generally do not maintain any exchange rate derivatives or hedges related to these currencies.

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ITEM 4.    CONTROLS AND PROCEDURES.
        (a)    Disclosure Controls and Procedures.  The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, the Company’s principal executive officer and principal financial officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in (i) ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
        (b)    Changes in Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II—OTHER INFORMATION
ITEM 1.    LEGAL PROCEEDINGS.
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 do 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.
The Court granted in part and denied in part the CF Entities’ Motions for Summary Judgment in August 2015. Over two hundred cases have been resolved pursuant to confidential settlements that have been or we expect will be fully funded by insurance. The remaining cases are in various stages of discovery and pre-trial proceedings. The next group of cases is expected to be reset for trial later this year. We believe we have strong legal and factual defenses and intend to continue defending the CF Entities vigorously in the pending lawsuits. The Company cannot provide a range of reasonably possible loss due to the lack of damages discovery for many of the remaining claims and the uncertain nature of this litigation, including uncertainties around the potential allocation of responsibility by a jury to other defendants or responsible third parties. The recognition of a potential loss in the future in the West Fertilizer Co. litigation could negatively affect our results in the period of recognition. However, based upon currently available information, including available insurance coverage, we do not believe that this litigation will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

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ITEM 1A.    RISK FACTORS.
The disclosure below modifies the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. These risks, along with those previously disclosed, could materially adversely affect our business, financial condition, results of operations or cash flows.

Our business and operations may be adversely affected by the COVID-19 pandemic.
The recent outbreak and pandemic of the coronavirus disease 2019 (COVID-19) could have a material and adverse effect on our business, financial condition, results of operations or cash flows. The rapid spread of COVID-19 has resulted in governmental authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders and shutdowns. Even though our business operations have been designated as part of the critical infrastructure by the United States, United Kingdom and Canadian governments and the specific state and provincial governments in which we operate, these measures have impacted and may further impact all or portions of our workforce and operations. If significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions, facility closures or other restrictions, we may be unable to meet customer demand or perform fully under our contracts.
In addition, our customers, suppliers and third party service providers, including transportation providers, have been, or may be in the future, affected by COVID-19, including the impact of measures taken by federal and local governments to slow the spread of the virus. Any negative impacts on our customers, suppliers and third party service providers could negatively impact our business, financial condition, results of operations or cash flows. For example, global demand for nitrogen for industrial use has been negatively affected by the pandemic, and we expect this to continue at least into the second quarter of 2020 as economic activity remains low due to efforts to slow the spread of the virus. Restrictions on or disruptions of transportation, port closures or increased border controls or closures, or other impacts on domestic and global supply chains or distribution channels, could increase our costs, limit our ability to meet customer demand or otherwise have a material adverse effect on our business, financial condition, results of operations or cash flows.
The COVID-19 pandemic has reduced and may further reduce the demand for crude oil. Reduced demand for crude oil could reduce the cost of nitrogen production outside of North America, increasing global nitrogen supply and reducing the market prices of our products. Lower demand for crude oil could also reduce the supply and therefore increase the cost of natural gas, which is the principal raw material used in our production of nitrogen fertilizers. In addition, lower crude oil prices, and a reduced demand for gasoline resulting from actions to slow the spread of COVID-19, have reduced and could further reduce ethanol production and therefore negatively impact the demand for corn, which is a significant factor driving customer demand for our nitrogen fertilizers. Each of these consequences could have a material adverse effect on our business, financial condition, results of operations or cash flows.
While the COVID-19 pandemic did not have a material adverse effect on our reported results for the quarter ended March 31, 2020, we are unable to predict the ultimate impact it may have on our business, financial condition, results of operations or cash flows. The extent to which our operations may be impacted by COVID-19 will depend on future developments, which are highly uncertain and cannot be accurately predicted, including the further spread of the virus, the duration of the COVID-19 outbreak and the type and duration of actions that may be taken by various governmental authorities in response to the outbreak. The pandemic has significantly increased global market uncertainty and caused an economic slowdown, and it is possible that it could cause a global recession. Persistent weakness in economic activity caused by a deterioration of global market and economic conditions could materially adversely affect our business, financial condition, results of operations or cash flows.
The impact of COVID-19 may also exacerbate other risks discussed in Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, any of which could have a material adverse effect on us. This situation is changing rapidly and additional impacts may arise that we are not aware of currently.


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ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
The following table sets forth stock repurchases, on a trade date basis, for each of the three months of the quarter ended March 31, 2020.
 
Issuer Purchases of Equity Securities
Period
Total
number
of shares
(or units)
purchased
 
Average
price paid
per share
(or unit)(1)
 
Total number of
shares (or units)
purchased as part of
publicly announced
plans or programs(2)
 
Maximum number (or
approximate dollar
value) of shares (or
units) that may yet be
purchased under the
plans or programs
(in thousands)(2)
January 1, 2020 - January 31, 2020
82,721

(3) 
$
46.40

 

 
$
663,407

February 1, 2020 - February 29, 2020
2,092,349

(4) 
38.24

 
2,092,035

 
583,407

March 1, 2020 - March 31, 2020
638,799

(5) 
37.84

 
529,358

 
563,407

Total
2,813,869

 
$
38.39

 
2,621,393

 
 

_______________________________________________________________________________
(1) 
Average price paid per share of CF Industries Holdings, Inc. (CF Holdings) common stock repurchased under the 2019 Stock Repurchase Program, as defined below, is the execution price, excluding commissions paid to brokers.

(2) 
On February 13, 2019, our Board of Directors authorized management to repurchase CF Holdings common stock for a total expenditure of up to $1 billion through December 31, 2021 (the 2019 Stock Repurchase Program). This program is discussed in Note 14—Stockholders’ Equity, in the notes to the unaudited consolidated financial statements included in Part I.

(3) 
The 82,721 shares were withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units.

(4) 
Includes 314 shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units.

(5) 
Includes 109,441 shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units and performance restricted stock units.

ITEM 6.    EXHIBITS.
A list of exhibits filed with this Report on Form 10-Q (or incorporated by reference to exhibits previously filed or furnished) is provided in the Exhibit Index on page 44 of this report.

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EXHIBIT INDEX
Exhibit No.
Description





101

The following financial information from CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, formatted in Inline XBRL (eXtensible Business Reporting Language): (1) Consolidated Statements of Operations, (2) Consolidated Statements of Comprehensive (Loss) Income, (3) Consolidated Balance Sheets, (4) Consolidated Statements of Equity, (5) Consolidated Statements of Cash Flows, and (6) the Notes to Unaudited Consolidated Financial Statements
104

Cover Page Interactive Data File (included in Exhibit 101)



    

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
CF INDUSTRIES HOLDINGS, INC.
 
Date: May 7, 2020
By:
/s/ W. ANTHONY WILL
 
 
 
W. Anthony Will
 President and Chief Executive Officer
(Principal Executive Officer)
 
Date: May 7, 2020
By:
/s/ CHRISTOPHER D. BOHN
 
 
 
Christopher D. Bohn
 Senior Vice President and Chief Financial Officer (Principal Financial Officer)

45
Exhibit

Exhibit 10.1
CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS AGREEMENT, effective as of February 27, 2020, is made by and between CF Industries Holdings, Inc., a Delaware corporation (the “Company”), and Linda M. Dempsey (the “Executive”).
WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and
WHEREAS, the Board recognizes that the possibility of a Change in Control exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders; and
WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows:
1.Defined Terms. The definitions of capitalized terms used in this Agreement are provided in the last Section hereof.
2.Term of Agreement.  This Agreement shall become effective upon execution, and the Term shall continue in effect through December 31, 2021; provided, however, that commencing on January 1, 2021 and each January 1 thereafter, the Term shall automatically be extended for one additional year unless, not later than September 30 of the preceding year, the Company or the Executive shall have given notice not to extend the Term; and further provided, however, that if a Change in Control shall have occurred during the Term, the Term shall expire no earlier than twenty-four (24) months beyond the month in which such Change in Control occurred.
3.Company’s Covenants Summarized.  In order to induce the Executive to remain in the employ of the Company and in consideration of the Executive’s covenants set forth in Section 4 hereof, the Company agrees, under the conditions described herein, to pay the Executive the Severance Payments and the other payments and benefits described herein.  No Severance Payments shall be payable under this Agreement unless there shall have been (or, under the terms of the second sentence of Section 6.1 hereof, there shall be deemed to have been) a termination of the Executive’s employment with the Company following a Change in Control and during the Term.  This Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the Company.



4.    The Executive’s Covenants.  The Executive agrees that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control during the Term, the Executive will remain in the employ of the Company until the earliest of (i) a date which is six (6) months from the date of such Potential Change in Control, (ii) the date of a Change in Control, (iii) the date of termination by the Executive of the Executive’s employment for Good Reason or by reason of death, Disability or Retirement, or (iv) the termination by the Company of the Executive’s employment for any reason.
5.    Compensation Other Than Severance Payments.
5.1    Following a Change in Control and during the Term, during any period that the Executive fails to perform the Executive’s full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive’s full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period (other than any disability plan), until the Executive’s employment is terminated by the Company for Disability.
5.2    If the Executive’s employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay the Executive’s full salary to the Executive through the Date of Termination at the rate in effect immediately prior to the Date of Termination or, if higher, the rate in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company’s compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason.
5.3    If the Executive’s employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay to the Executive the Executive’s normal post-termination compensation and benefits as such payments become due.  Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason.
6.    Severance Payments.
6.1    If the Executive’s employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall, subject to Section 6.2, pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 (“Severance Payments”), in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof.  For purposes of this Agreement, the Executive’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) the Executive’s employment is terminated by the Company

2


without Cause prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment for Good Reason prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs).
(A)    In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to two times the sum of (i) the Executive’s base salary as in effect immediately prior to the Date of Termination or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, and (ii) the Executive’s target annual bonus pursuant to any annual bonus or incentive plan maintained by the Company in respect of the fiscal year in which the Date of Termination occurs or, if higher, the fiscal year in which the first event or circumstance constituting Good Reason occurs.
(B)    For the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents life, disability, accident and health insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason; provided, however, that, unless the Executive consents to a different method, such health insurance benefits shall be provided through a third-party insurer. The value of such benefits shall be taxable to the Executive to the extent necessary to avoid the imposition of excise taxes or other penalties on the Company pursuant to the operation of Section 10101(d) of The Patient Protection and Affordable Care Act of 2010 (amending Section 2716 of the Public Health Service Act) or a successor or similar law.
(C)    In addition to the benefits to which the Executive is entitled under each Pension Plan, the Company shall pay the Executive a lump sum amount, in cash, equal to the sum of (1) the amount that would have been contributed or allocated to each Pension Plan by the Company on the Executive’s behalf (without regard to whether such amount would be vested) during the two years immediately following the Date of Termination, determined (x) as if the Executive made the maximum permissible contributions thereto (if contributions are permitted under such Pension Plan) during such period, (y) as if the Executive earned compensation during such period at a rate equal to the Executive’s compensation (as defined in the applicable Pension Plan) during the twelve (12) months immediately preceding the Date of Termination or, if higher, during the twelve months immediately prior to the first occurrence of an event or circumstance constituting Good Reason, and (z) without regard to any amendment to the applicable Pension Plan made

3


subsequent to a Change in Control and on or prior to the Date of Termination, which amendment adversely affects in any manner the computation of benefits thereunder and (2) all other amounts credited to the Executive’s account under each Pension Plan to the extent such amounts were unvested on the Date of Termination.
(D)    The Company shall provide the Executive with outplacement services suitable to the Executive’s position for a period of two years or, if earlier, until the first acceptance by the Executive of an offer of employment.
(E)    Notwithstanding any provision of any annual or long-term incentive plan to the contrary, the Company shall pay to the Executive a lump sum amount, in cash, equal to the sum of (i) any unpaid incentive compensation which has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any such plan and which, as of the Date of Termination, is contingent only upon the continued employment of the Executive to a subsequent date, and (ii) a pro rata portion to the Date of Termination of the aggregate value of all contingent incentive compensation awards to the Executive for all then uncompleted periods under any such plan, calculated as to each such award by multiplying the award that the Executive would have earned on the last day of the performance award period, assuming the achievement, at the target level (or, if greater, based on actual results to Date of Termination), of the individual and corporate performance goals established with respect to such award, by the fraction obtained by dividing the number of full months and any fractional portion of a month during such performance award period through the Date of Termination by the total number of months contained in such performance award period.
6.2    As described more fully on Exhibit B hereto (which Exhibit shall govern the implementation of this Section 6.2), in the event that the payments and benefits to be received by the Executive in connection with a Change in Control or a termination of the Executive’s employment would be subject to the Excise Tax, such payments and benefits shall be reduced to the greatest amount that the Executive may receive without becoming subject to the Excise Tax, unless the Executive would be better off on an after-tax basis (including following application of the Excise Tax) receiving the full amount of such payments and benefits, in which case no such reduction shall be applied.
6.3    The payments provided in subsections (A), (C) and (E) of Section 6.1 hereof shall be made not later than the fifth day following the date upon which the revocation period for the release described in Section 6.6 expires; provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Executive or, in the case of payments under Section 6.2 hereof, in accordance with Section 6.2 hereof, of the minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (together with interest on the unpaid remainder (or on all such payments to the extent the Company fails to make such payments when due) at 120% of the rate provided in section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination.  In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the

4


Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at 120% of the rate provided in section 1274(b)(2)(B) of the Code).  Notwithstanding the foregoing, the payments and benefits described in this Agreement shall be subject to the provisions of Section 14.3.
6.4    The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing in good faith any issue hereunder relating to the termination of the Executive’s employment, in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of section 4999 of the Code to any payment or benefit provided hereunder.  Such payments shall be made within five (5) business days after delivery of the Executive’s written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.  The Executive’s reimbursement rights described in this Section 6.4 shall remain in effect for the Executive’s lifetime, provided, that, in order for the Executive to be entitled to reimbursement hereunder, the Executive must submit the written reimbursement request described above within 180 days following the date upon which the applicable expense is incurred.
6.5    The Executive agrees that prior to and following the Date of Termination, he shall retain in confidence any confidential information known to him concerning the Company and its Affiliates and their respective businesses for as long as such information is not publicly disclosed.
6.6    Notwithstanding anything to the contrary, all compensation and benefits payable to Executive pursuant to this Section 6 (other than as described in Section 6.4) are conditioned on receipt by the Company of an executed release of claims by Executive in the form attached hereto as Exhibit A and the expiration of any revocation period in such release.  In order to be entitled to such compensation and benefits, the Executive must execute such release of claims within the consideration period described in paragraph (d) in the form of release attached hereto as Exhibit A and must not revoke such release.
7.    Termination Procedures and Compensation During Dispute.
7.1    Notice of Termination.  After a Change in Control and during the Term, any purported termination of the Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 10 hereof.  For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.  Further, a Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying the particulars thereof in detail.

5


7.2    Date of Termination.  “Date of Termination,” with respect to any purported termination of the Executive’s employment after a Change in Control and during the Term, shall mean (i) if the Executive’s employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance of the Executive’s duties during such thirty (30) day period), and (ii) if the Executive’s employment is terminated for any other reason, the date specified in the Notice of Termination (which, in the case of a termination by the Company, shall not be less than thirty (30) days (except in the case of a termination for Cause) and, in the case of a termination by the Executive, shall not be less than fifteen (15) days nor more than sixty (60) days, respectively, from the date such Notice of Termination is given).
7.3    Dispute Concerning Termination.  If within fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this Section 7.3), the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be extended until the earlier of (i) the date on which the Term ends or (ii) the date on which the dispute is finally resolved, either by mutual written agreement of the parties or by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected); provided, however, that the Date of Termination shall be extended by a notice of dispute given by the Executive only if such notice is given in good faith and the Executive pursues the resolution of such dispute with reasonable diligence. 
7.4    Compensation During Dispute.  If a purported termination occurs following a Change in Control and during the Term and the Date of Termination is extended in accordance with Section 7.3 hereof, the Company shall continue to pay the Executive the full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, salary) and continue the Executive as a participant in all compensation, benefit and insurance plans in which the Executive was participating when the notice giving rise to the dispute was given, until the Date of Termination, as determined in accordance with Section 7.3 hereof.  Amounts paid under this Section 7.4 are in addition to all other amounts due under this Agreement (other than those due under Section 5.2 hereof) and shall not be offset against or reduce any other amounts due under this Agreement.
8.    No Mitigation.  The Company agrees that, if the Executive’s employment with the Company terminates during the Term, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to Section 6 hereof or Section 7.4 hereof.  Further, no payment or benefit provided for in this Agreement shall be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.
9.    Successors; Binding Agreement.
9.1    In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company

6


to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.
9.2    This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.
10.    Notices.  For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the address inserted below the Executive’s signature on the final page hereof and, if to the Company, to the address set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:
To the Company:
 
CF Industries Holdings, Inc.
4 Parkway North, Suite 400
Deerfield, Illinois 60015-2590
 
Attention: General Counsel

11.    Miscellaneous.  No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board.  No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.  This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; provided, however, that this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive’s employment with the Company only in the event that the Executive’s employment with the Company is terminated on or following a Change in Control, by the Company other than for Cause or by the Executive for Good Reason.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Illinois.  All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections.  Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed.  The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total

7


performance after the expiration of the Term (including, without limitation, those under Sections 6 and 7 hereof) shall survive such expiration.
12.    Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
13.    Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
14.    Settlement of Disputes; Arbitration.  14.1 All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board and shall be in writing.  Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon.  The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim and shall further allow the Executive to appeal to the Board a decision of the Board within sixty (60) days after notification by the Board that the Executive’s claim has been denied.  Notwithstanding the above,  in the event of any dispute, any decision by the Board hereunder shall be subject to a de novo review by the arbitrator.
14.2    Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Chicago, Illinois in accordance with the rules of the American Arbitration Association then in effect; provided, however, that the evidentiary standards set forth in this Agreement shall apply.  Judgment may be entered on the arbitrator’s award in any court having jurisdiction.  Notwithstanding any provision of this Agreement to the contrary, the Executive shall be entitled to seek specific performance of the Executive’s right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement.
14.3    It is the intention of the Company and the Executive that this Agreement not result in taxation of the Executive under Section 409A of the Code and the regulations and guidance promulgated thereunder and that the Agreement shall be construed in accordance with such intention. Without limiting the generality of the foregoing, the Company and the Executive agree as follows:
(A)    Notwithstanding anything to the contrary herein, if the Executive is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code) with respect to the Company, any amounts (or benefits) otherwise payable to or in respect of him under this Agreement pursuant to the Executive's termination of employment with the Company shall be delayed, to the extent required so that taxes are not imposed on the Executive pursuant to Section 409A of the Code, and shall be paid upon the earliest date permitted by Section 409A(a)(2) of the Code;
(B)    Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separately identified payment for purposes of Section 409A of the Code, and any payments that are due within the “short term deferral period” as defined in

8


Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise.
(C)    For purposes of this Agreement, the Executive's employment with the Company will not be treated as terminated unless and until such termination of employment constitutes a “separation from service” for purposes of Section 409A of the Code;
(D)    To the extent necessary to comply with the provisions of Section 409A of the Code and the guidance issued thereunder (1) reimbursements to the Executive as a result of the operation of Section 6.1(B), or Section 6.4 hereof shall be made not later than the end of the calendar year following the year in which the reimbursable expense is incurred and shall otherwise be made in a manner that complies with the requirements of Treasury Regulation Section 1.409A-3(i)(l)(iv), (2) if Executive is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any reimbursements to the Executive as a result of the operation of such sections with respect to a reimbursable event within the first six months following the Date of Termination which are required to be delayed pursuant to Section 14.3(A) shall be made as soon as practicable following the date which is six months and one day following the Date of Termination (subject to clause (1) of this sentence); and
(E)    If required in order to comply with the requirements of Section 409A of the Code, the payment required under clause (2) of Section 6.1(C) shall, notwithstanding the other timing provisions set forth herein, be paid to the Executive on the dates upon which the forfeited Pension Plan amounts to which such payments relate would have been paid, had such amounts been vested upon the Date of Termination.
(F)    To the extent the date upon which the Executive executes the release described in Section 6.6 could, based upon when the Executive executes such release, result in the payment of an amount hereunder (or the commencement of payments hereunder) either in the year in which the Date of Termination occurs or in the subsequent calendar year, any such amount shall be paid (or commence to be paid) in the subsequent calendar year.
15.    Definitions.  For purposes of this Agreement, the following terms shall have the meanings indicated below:
(A)    “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.
(B)    “Base Amount” shall have the meaning set forth in section 280G(b)(3) of the Code.
(C)    “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act. 
(D)    “Board” shall mean the Board of Directors of the Company.

9


(E)    “Cause” for termination by the Company of the Executive’s employment shall mean (i) the willful and continued failure by the Executive to substantially perform the Executive’s duties with the Company (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive pursuant to Section 7.1 hereof) that has not been cured within 30 days after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise.  For purposes of clauses (i) and (ii) of this definition, (x) no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in or not opposed to the best interest of the Company and (y) in the event of a dispute concerning the application of this provision, no claim by the Company that Cause exists shall be given effect unless the Company establishes to the Board by clear and convincing evidence that Cause exists.
(F)    “Change in Control” shall mean the first to occur of:
(I)    any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of CF Industries Holdings, Inc. (not including in the securities beneficially owned by such Person any securities acquired directly from CF Industries Holdings, Inc. or any of its subsidiaries) representing 25% or more of the combined voting power of CF Industries Holdings, Inc.’s then outstanding securities; or
(II)    the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, as of the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of CF Industries Holdings, Inc.) whose appointment or election by the Board or nomination for election by CF Industries Holdings, Inc.’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or
(III)    there is consummated a merger or consolidation of CF Industries Holdings, Inc. or any direct or indirect subsidiary of CF Industries Holdings, Inc. with any other corporation, other than a merger or consolidation immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the Board of the entity surviving such merger or consolidation or, if CF Industries Holdings, Inc. or the entity surviving such merger is then a subsidiary, the ultimate parent thereof; or
(IV)    the stockholders of CF Industries Holdings, Inc. approve a plan of complete liquidation or dissolution of CF Industries Holdings, Inc. or there

10


is consummated an agreement for the sale or disposition by CF Industries Holdings, Inc. of all or substantially all of CF Industries Holdings, Inc.’s assets, other than (a) a sale or disposition by CF Industries Holdings, Inc. of all or substantially all of CF Industries Holdings, Inc.’s assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by stockholders of CF Industries Holdings, Inc. following the completion of such transaction in substantially the same proportions as their ownership of CF Industries Holdings, Inc. immediately prior to such sale or (b) other than a sale or disposition by CF Industries Holdings, Inc. of all or substantially all of CF Industries Holdings, Inc.’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or, if such entity is a subsidiary, the ultimate parent thereof.
Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of CF Industries Holdings, Inc. immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of CF Industries Holdings, Inc. immediately following such transaction or series of transactions.

(G)    “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
(H)    “Company” shall mean CF Industries Holdings, Inc., and any subsidiary thereof as the context requires, including CF Industries Employee Services, LLC to the extent such entity is the employing entity of the Executive, and except in determining under Section 15(F) hereof whether or not any Change in Control of the Company has occurred, shall include any successor to its business and/or assets which assumes and agrees to perform this Agreement by operation of law, or otherwise.
(I)    “Date of Termination” shall have the meaning set forth in Section 7.2 hereof.
(J)    “Disability”  shall be deemed the reason for the termination by the Company of the Executive’s employment, if, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from the full-time performance of the Executive’s duties with the Company for a period of six (6) consecutive months, the Company shall have given the Executive a Notice of Termination for Disability, and, within thirty (30) days after such Notice of Termination is given, the Executive shall not have returned to the full-time performance of the Executive’s duties.
(K)    “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.
(L)    “Excise Tax” shall mean any excise tax imposed under section 4999 of the Code.

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(M)    “Executive” shall mean the individual named in the first paragraph of this Agreement.
(N)    “Good Reason” for termination by the Executive of the Executive’s employment shall mean the occurrence (without the Executive’s express written consent which specifically references this Agreement) after any Change in Control, or prior to a Change in Control under the circumstances described in clauses (ii) and (iii) of the second sentence of Section 6.1 hereof (treating all references in paragraphs (I) through (VII) below to a “Change in Control” as references to a “Potential Change in Control”), of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (I), (V), (VI), (VII) or (VIII) below such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof:
(I)    the assignment to the Executive of any duties inconsistent with the Executive’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status of the Executive’s responsibilities from those in effect immediately prior to the Change in Control including, without limitation, if the Executive was, immediately prior to the Change in Control, an executive officer of a public company, the Executive ceasing to be an executive officer of a public company;
(II)    a reduction by the Company in the Executive’s annual base salary as in effect on the date hereof or as the same may be  increased from time to time except for across-the-board salary reductions similarly affecting all executives of the Company and all executives of any Person in control of the Company;
(III)    the relocation of the Executive’s principal place of employment to a location more than 35 miles from the Executive’s principal place of employment immediately prior to the Change in Control or the Company’s requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company’s business to an extent substantially consistent with the Executive’s present business travel obligations;
(IV)    the failure by the Company to pay to the Executive any portion of the Executive’s current compensation or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days after the date demand for payment is made provided such compensation is due;
(V)    the failure by the Company to continue in effect any compensation plan in which the Executive participates immediately prior to the Change in Control which is material to the Executive’s total compensation unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment

12


of benefits provided and the level of the Executive’s participation relative to other participants, as existed immediately prior to the Change in Control;
(VI)    the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company’s pension, savings, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to the Change in Control (except for across the board changes similarly affecting all executives of the Company and all executives of any Person in control of the Company), the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled with the Company in accordance with the vacation policy applicable to the Executive in effect at the time of the Change in Control;
(VII)    the failure of the Company to obtain the assumption and agreement of a successor required under Section 9.1 hereof; or
(VIII)    any purported termination of the Executive’s employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 7.1 hereof; for purposes of this Agreement, no such purported termination shall be effective.  The Executive’s right to terminate the Executive’s employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness.
The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.  In order for Good Reason to exist hereunder, the Executive must provide notice to the Company of the existence of the condition described in clauses (I) through (VIII) above within 90 days of the initial existence of the condition (or, if later, within 90 days of the Executive’s becoming aware of such condition), and the Company must have failed to cure such condition within 30 days of the receipt of such notice.
(O)    “Notice of Termination” shall have the meaning set forth in Section 7.1 hereof.
(P)    “Pension Plan” shall mean any tax-qualified, supplemental or excess retirement plan (including defined benefit and defined contribution retirement plans) maintained by the Company (including, without limitation, the CF Industries Holdings, Inc. Pension Plan) and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive with supplemental retirement benefits and any successor to any such plan.
(Q)    “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) CF Industries Holdings, Inc. or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of CF Industries, Inc. or any of its Affiliates, (iii) an

13


underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.
(R)    “Potential Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:
(I)    the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;
(II)    the Company or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control;
(III)    any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 15% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates); or
(IV)    the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.
(S)    “Retirement” shall be deemed the reason for the termination by the Executive of the Executive’s employment if such employment is terminated in accordance with the Company’s retirement policy, including early retirement, generally applicable to its salaried employees.
(T)    “Severance Payments” shall have the meaning set forth in Section 6.1 hereof.
(U)    “Term” shall mean the period of time described in Section 2 hereof (including any extension, continuation or termination described therein).


#    #    #


14


IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written.
 
 
 
CF INDUSTRIES HOLDINGS, INC.
 
 
 
 
 
 
 
 
By:
/s/ Douglas C. Barnard
 
 
 
Name: Douglas C. Barnard
 
 
 
Title: Senior Vice President, General
 
 
 
   Counsel, and Secretary
 
 
 
 
 
 
 
 
 
 
 
/s/ Linda M. Dempsey
 
 
 
Linda M. Dempsey
 


15


 
EXHIBIT A
 
RELEASE
 
(a) Linda M. Dempsey (“Executive”), for and in consideration of benefits provided pursuant to the Change in Control Severance Agreement with CF Industries Holdings, Inc. (collectively, referred to herein as the “Company”) entered into effective as of February 27, 2020 and as amended thereafter (the “Severance Agreement”), on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, voluntarily, knowingly and willingly releases and discharges the Company and its parents, subsidiaries and affiliates (collectively, the “Company Group”), together with their respective present and former partners, officers, directors, employees and agents, and each of their predecessors, heirs, executors, administrators, successors and assigns, and any and all employee pension or welfare benefit plans of the Company, including current and former trustees and administrators of these plans (collectively, the “Company Releasees”) from any and all charges, complaints, claims, promises, agreements, controversies, causes of action, demands, damages and liabilities (“Claims”) of any nature whatsoever, known or unknown, suspected or unsuspected, which against the Company Releasees, jointly or severally, Executive or Executive’s heirs, executors, administrators, successors or assigns ever had or now have by reason of any matter, cause or thing whatsoever arising from the beginning of time to the time Executive executes this release (the “Release”).  This Release includes, without limitation, any Claims arising out of or relating in any way to Executive’s employment or director relationship with the Company, or the termination thereof, any Claims arising under any statute or regulation, including but not limited to the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, or the Employee Retirement Income Security Act of 1974, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between any Company Releasee and Executive.  Executive shall not be entitled to any recovery, in any action or proceeding that may be commenced on Executive’s behalf in any way arising out of or relating to the matters released under this Release.  Notwithstanding the foregoing, nothing herein shall release any Company Releasee from any Claim based on (i) Executive’s rights under the Severance Agreement or any other agreement with the Company (including, but not limited to, any stock option agreements), (ii) any right or claim that arises after the date Executive executes this Release, (iii) Executive’s eligibility for indemnification in accordance with applicable laws or the certificate of incorporation or by-laws of the Company (or any affiliate or subsidiary) or any applicable insurance policy, with respect to any liability Executive incurs or incurred as a director, officer or employee of the Company or any affiliate or subsidiary (including as a trustee, director or officer of any employee benefit plan) or (iv) any rights Executive may have to vested benefits under any employee benefit plan or program.
(b) Executive has been advised to consult with an attorney of Executive’s choice prior to signing this Release, has done so and enters into this Release freely and voluntarily.




[(c) Executive acknowledges that the Company has enclosed with this Release information concerning (i) the ages and job titles of all employees who are eligible to receive severance pay and (ii) the ages of all employees in the same job classification or organizational unit who are not eligible to receive severance pay.](1) 
(d) Executive has had at least [twenty-one (21)] [forty-five (45)](2) calendar days to consider the terms of this Release.  Once Executive has signed this Release, Executive has seven (7) additional days to revoke Executive’s consent and may do so by writing to the Company as provided in Section 10 of the Severance Agreement.  Executive’s Release shall not be effective, and no payments or benefits shall be due under Section 6 of the Severance Agreement, until the eighth day after Executive has executed this Release and returned it to the Company, assuming that Executive has not revoked Executive’s consent to this Release during such time (the “Revocation Date”).
(e) In the event that any one or more of the provisions of this Release shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder thereof shall not in any way be affected or impaired thereby.
(f) This Release shall be governed by the law of the State of Illinois without reference to its choice of law rules.
 
CF INDUSTRIES HOLDINGS, INC.
 
 
 
 
 
By:
 
 
 
Name:
 
 
 
Title:
 
 
 
 
 
 
Signed as of this     day of   
 
 
 
 
 
 
 
This is a form of legal release to be completed, signed, and dated later under the circumstances described in Section 6.6.
Linda M. Dempsey
 
 
 
Signed as of this     day of    
 
 
 

(1)
Note:  this paragraph is to be included only for applicable group terminations or exit incentive programs.
 
(2)
Note:  use longer period for applicable group terminations or exit incentive programs.



A-2


EXHIBIT B

The provisions of Section 6.2 shall be effected as set forth in this Exhibit B.

(A)     Notwithstanding any other provisions of the Agreement, in the event that any payment or benefit received or to be received by the Executive (including any payment or benefit received in connection with a Change in Control or the termination of the Executive's employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, including the Severance Payments, being hereinafter referred to as the “Total Payments”) would be subject (in whole or part), to the Excise Tax, then the Total Payments shall be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). If a reduction in the Total Payments is required under this paragraph (A) of Exhibit B, the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (A) reduction of any cash payment (excluding any cash payment with respect to the acceleration of equity awards), that is otherwise payable to the Executive that is exempt from Section 409A of the Code; (B) reduction of any other payments or benefits otherwise payable to the Executive (other than those described in clause (C) below) on a pro-rata basis or such other manner that complies with Section 409A of the Code; and (C) reduction of any payment or benefit with respect to the acceleration of equity awards that is otherwise payable to the Executive (on a pro-rata basis as between equity awards that are covered by Section 409A of the Code and those that are not (or such other manner that complies with Section 409A of the Code)).

(B)    For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the accounting firm (the “Auditor”) which was, immediately prior to the Change in Control, the Company's independent auditor, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to such reasonable compensation, and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.



(C)    At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). If the Executive objects to the Company's calculations, the Company shall pay to the Executive such portion of the Severance Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of paragraph (A) of this Exhibit B.

Example

The following is an example of the application of the provisions of Section 6.2 and Exhibit B hereof:

Explanation of Tax Provisions. Section 4999 of the Internal Revenue Code imposes an excise tax on the recipient of any "excess parachute payment" equal to 20% of such amount. A "parachute payment" is any payment that is contingent on a change in control of a corporation and includes, for example, severance benefits, additional retirement benefits and non-cash compensation such as the continuation of health insurance and the accelerated vesting of stock option and other equity-based awards. "Excess parachute payments" consist of the excess of parachute payments over an executive's "base amount," i.e., the average taxable compensation received by him or her from the company during the five taxable years (or his or her entire period of employment, if employed by the company for less than five years) preceding the year in which the change in control occurs.
        
The Safe Harbor. The Code provides a "safe harbor" of 300% of the executive's base amount (i.e., the excess parachute payment rules do not apply if the aggregate amount of parachute payments is less than three times the executive's base amount). If, however, the parachute payments equal or exceed the safe harbor amount, the entire excess over the base amount will be subject to the excise tax and disallowance of deduction. For example, if an executive has a base amount of $100,000, parachute payments of up to $299,999 will not be subject to the excise tax or the disallowance of deduction, but a parachute payment of $300,000 (only $1 more) will be subject to those rules to the extent of $200,000 (the excess of the parachute payments over the executive's safe harbor). Note that because of this treatment, an individual entitled to parachute payments only slightly in excess of his or her safe harbor amount may be in a better after-tax position if his or her payments are automatically reduced (or "capped") to the safe harbor amount. Such an individual is said to be in the "valley." In the above example, the individual avoids an excise tax of $40,000 (20% of the $200,000 excess parachute payment) merely by having his or her payments reduced by $1.

Application of Section 6.2. In light of the fact that the receipt of certain amounts of parachute payments could put the recipient in a worse after-tax economic position, Section 6.2 provides that the amount of parachute payments an executive will receive will be "capped" or limited to the amount of the executive's safe harbor. In the example above, Section 6.2 would provide that the executive is not entitled to the additional payment of $1, which payment would otherwise result in an additional $40,000 in excise taxes.


B-2


This "cap" will not apply, however, if the executive is better off on an after-tax economic basis receiving the full amount of parachute payments otherwise provided for in the Agreement and taking into account the imposition of the excise tax. Using the example above, if the executive with the $299,999 safe harbor was otherwise entitled under the Agreement to parachute payments of $400,000 (rather than $300,000 as in the prior example), under the Agreement the payments would not be capped.

In such a circumstance, the payments would exceed the executive's base amount by $300,000, resulting in an excise tax of $60,000 and aggregate income tax of $140,000 (assuming a 35% federal income tax rate and disregarding state taxes). In such a case, the executive's after tax benefit of $200,000 would exceed the after-tax benefit he would have received if his payment were reduced to the safe harbor amount ($299,999 x 65% = $195,000), meaning that he would be better off on an after tax basis receiving all of his parachute payments, even after the imposition of the excise tax.

B-3
Exhibit



CF INDUSTRIES HOLDINGS, INC.
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, W. Anthony Will, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of CF Industries Holdings, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:
May 7, 2020
 
/s/ W. ANTHONY WILL  
 
 
 
W. Anthony Will
 President and Chief Executive Officer
(Principal Executive Officer)




Exhibit



CF INDUSTRIES HOLDINGS, INC.
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Christopher D. Bohn, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of CF Industries Holdings, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:
May 7, 2020
 
/s/ Christopher D. Bohn
 
 
 
Christopher D. Bohn
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)



Exhibit



CF INDUSTRIES HOLDINGS, INC.
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of CF Industries Holdings, Inc. (the Company) for the period ended March 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, W. Anthony Will, as President and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ W. ANTHONY WILL
 
W. Anthony Will
 President and Chief Executive Officer
(Principal Executive Officer)
 
Date:
May 7, 2020
 




Exhibit



CF INDUSTRIES HOLDINGS, INC.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of CF Industries Holdings, Inc. (the Company) for the period ended March 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Christopher D. Bohn, as Senior Vice President and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Christopher D. Bohn
 
Christopher D. Bohn
 Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
 
Date:
May 7, 2020
 




v3.20.1
Contingencies (Details)
3 Months Ended 12 Months Ended
Apr. 17, 2015
Insurance_company
People
Plaintiff
Entity
Apr. 17, 2013
People
Mar. 31, 2020
Litigation_case
Dec. 31, 2015
mine
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      
Settled Litigation        
Loss Contingencies [Line Items]        
Loss Contingency, Claims Settled, Number | Litigation_case     200  
IDAHO        
Loss Contingencies [Line Items]        
Loss contingency, number of mines | mine       17
v3.20.1
Noncontrolling Interest (Details) - CF Industries Nitrogen, LLC - T
Mar. 31, 2020
Feb. 01, 2016
Noncontrolling interest    
Maximum Annual Granular Urea Tons Eligible for Purchase 1,100,000  
Maximum Annual UAN Tons Eligible for Purchase 580,000  
CHS Inc.    
Noncontrolling interest    
Percentage of ownership interest held by outside investors   11.00%
v3.20.1
Interest Expense
3 Months Ended
Mar. 31, 2020
Interest Expense [Abstract]  
Interest Expense Interest Expense
Details of interest expense are as follows:
 
Three months ended 
 March 31,
 
2020
 
2019
 
(in millions)
Interest on borrowings(1)
$
46

 
$
57

Fees on financing agreements(1)
2

 
3

Interest on tax liabilities(2)
(4
)
 

Total interest expense
$
44

 
$
60


_______________________________________________________________________________
(1) 
See Note 12—Financing Agreements for additional information.
(2) 
Interest on tax liabilities for the three months ended March 31, 2020 consists of a reduction in interest accrued on the reserve for unrecognized tax benefits.
v3.20.1
Goodwill and Other Intangible Assets
3 Months Ended
Mar. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets Goodwill and Other Intangible Assets
The following table shows the carrying amount of goodwill by reportable segment as of March 31, 2020 and December 31, 2019:
 
Ammonia
 
Granular Urea
 
UAN
 
AN
 
Other
 
Total
 
(in millions)
Balance as of December 31, 2019
$
587

 
$
828

 
$
576

 
$
302

 
$
72

 
$
2,365

Effect of exchange rate changes
(2
)
 
(1
)
 

 
(14
)
 
(2
)
 
(19
)
Balance as of March 31, 2020
$
585

 
$
827

 
$
576

 
$
288

 
$
70

 
$
2,346


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:
 
March 31, 2020
 
December 31, 2019
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
 
(in millions)
Customer relationships
$
125

 
$
(46
)
 
$
79

 
$
131

 
$
(45
)
 
$
86

Trade names
30

 
(7
)
 
23

 
31

 
(7
)
 
24

Total intangible assets
$
155

 
$
(53
)
 
$
102

 
$
162

 
$
(52
)
 
$
110


Our intangible assets are being amortized over a weighted-average life of approximately 20 years. Amortization expense of our identifiable intangible assets for each of the three-month periods ended March 31, 2020 and 2019 was $2 million. The gross carrying amount and accumulated amortization of our intangible assets are also impacted by the effect of exchange rate changes. Total estimated amortization expense for the remainder of 2020 and each of the five succeeding fiscal years is as follows:
 
Estimated
Amortization
Expense
 
(in millions)
Remainder of 2020
$
6

2021
8

2022
8

2023
8

2024
8

2025
8


v3.20.1
Revenue Recognition
3 Months Ended
Mar. 31, 2020
Revenue from Contract with Customer [Abstract]  
Revenue from Contract with Customer
3.   Revenue Recognition
We track our revenue by product and by geography. See Note 16—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 months ended March 31, 2020 and 2019:
 
Ammonia
 
Granular
Urea
 
UAN
 
AN
 
Other
 
Total
 
(in millions)
Three months ended March 31, 2020
 

 
 

 
 

 
 
 
 

 
 

North America
$
154

 
$
331

 
$
230

 
$
46

 
$
59

 
$
820

Europe and other
39

 
6

 
5

 
70

 
31

 
151

Total revenue
$
193

 
$
337

 
$
235

 
$
116

 
$
90

 
$
971

Three months ended March 31, 2019
 
 
 
 
 
 
 
 
 

 
 

North America
$
160

 
$
335

 
$
242

 
$
46

 
$
59

 
$
842

Europe and other
27

 
8

 
14

 
81

 
29

 
159

Total revenue
$
187

 
$
343

 
$
256

 
$
127

 
$
88

 
$
1,001


As of March 31, 2020 and December 31, 2019, we had $239 million and $119 million, respectively, in customer advances on our consolidated balance sheets. The revenue recognized during the three months ended March 31, 2020 and 2019 that was included in our customer advances at the beginning of each respective period amounted to approximately $75 million and $85 million, respectively.
We offer cash incentives to certain customers that do not provide an option to the customer for additional product. The balances of customer incentives accrued at March 31, 2020 and December 31, 2019 were not material.
We have certain customer contracts with performance obligations where 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, which may vary based upon the terms and conditions of the applicable contract. As of March 31, 2020, 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 are approximately $1.0 billion. We expect to recognize approximately 25% of these performance obligations as revenue in the remainder of 2020, approximately 42% as revenue during 2021 and 2022, and approximately 33% as revenue during 2023 and 2024. Subject to the terms and conditions of the applicable contracts, if these customers do not satisfy their purchase obligations under such contracts, the minimum amount that they would be required to pay to us under these contracts, in the aggregate, is approximately $258 million as of March 31, 2020. We monitor the ability of our customers to meet their purchase obligations, which could be impacted by the ongoing COVID-19 pandemic. Other than the performance obligations described above, any performance obligations with our customers that were unfulfilled or partially filled at December 31, 2019 will be satisfied in 2020.
v3.20.1
Fair Value Measurements (Tables)
3 Months Ended
Mar. 31, 2020
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:
 
March 31, 2020
 
Cost Basis
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
 
(in millions)
Cash
$
53

 
$

 
$

 
$
53

Cash equivalents:
 
 
 
 
 
 
 
U.S. and Canadian government obligations
680

 

 

 
680

Other debt securities
20

 

 

 
20

Total cash and cash equivalents
$
753

 
$

 
$

 
$
753

Nonqualified employee benefit trusts
16

 
2

 

 
18

 
December 31, 2019
 
Cost Basis
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
 
(in millions)
Cash
$
59

 
$

 
$

 
$
59

Cash equivalents:
 
 
 
 
 
 
 
U.S. and Canadian government obligations
211

 

 

 
211

Other debt securities
17

 

 

 
17

Total cash and cash equivalents
$
287

 
$

 
$

 
$
287

Nonqualified employee benefit trusts
17

 
2

 

 
19


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 March 31, 2020 and December 31, 2019 that are recognized at fair value on a recurring basis, and indicate the fair value hierarchy utilized to determine such fair value:
 
March 31, 2020
 
Total Fair
Value
 
Quoted Prices
in Active
Markets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
(in millions)
Cash equivalents
$
700

 
$
700

 
$

 
$

Nonqualified employee benefit trusts
18

 
18

 

 

Embedded derivative liability
(19
)
 

 
(19
)
 

 
December 31, 2019
 
Total Fair
Value
 
Quoted Prices
in Active
Markets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
(in millions)
Cash equivalents
$
228

 
$
228

 
$

 
$

Nonqualified employee benefit trusts
19

 
19

 

 

Derivative liabilities
(12
)
 

 
(12
)
 

Embedded derivative liability
(20
)
 

 
(20
)
 


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:
 
March 31, 2020
 
December 31, 2019
 
Carrying
Amount
 
Fair Value
 
Carrying
Amount
 
Fair Value
 
(in millions)
Long-term debt
$
3,958

 
$
3,970

 
$
3,957

 
$
4,295


v3.20.1
Stockholders' Equity (Tables)
3 Months Ended
Mar. 31, 2020
Equity [Abstract]  
Class of Treasury Stock
The following table summarizes the share repurchases under the 2019 Share Repurchase Program.
 
Shares
 
Amounts
 
(in millions)
Shares repurchased in 2019:
 
 
 
First quarter
1.5

 
$
60

Second quarter
2.7

 
118

Third quarter
1.5

 
72

Fourth quarter
1.9

 
87

Shares repurchased in 2019
7.6

 
337

Shares repurchased in 2020:
 
 
 
First quarter
2.6

 
100

Shares repurchased as of March 31, 2020
10.2

 
$
437


Schedule of changes to AOCI
Changes to accumulated other comprehensive income (loss) are as follows:
 
Foreign
Currency
Translation
Adjustment
 
Unrealized
Gain on
Derivatives
 
Defined
Benefit
Plans
 
Accumulated
Other
Comprehensive
Income (Loss)
 
(in millions)
Balance as of December 31, 2018
$
(250
)
 
$
5

 
$
(126
)
 
$
(371
)
Effect of exchange rate changes and deferred taxes
32

 

 
(2
)
 
30

Balance as of March 31, 2019
$
(218
)
 
$
5

 
$
(128
)
 
$
(341
)
 
 
 
 
 
 
 
 
Balance as of December 31, 2019
$
(188
)
 
$
5

 
$
(183
)
 
$
(366
)
Reclassification to earnings(1)

 

 
1

 
1

Effect of exchange rate changes and deferred taxes
(83
)
 

 
8

 
(75
)
Balance as of March 31, 2020
$
(271
)
 
$
5

 
$
(174
)
 
$
(440
)
____________________________________________________________________________
(1) 
Reclassifications out of accumulated other comprehensive income (loss) to earnings during the three months ended March 31, 2020 and 2019 were not material.
v3.20.1
Revenue Recognition (Tables)
3 Months Ended
Mar. 31, 2020
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 months ended March 31, 2020 and 2019:
 
Ammonia
 
Granular
Urea
 
UAN
 
AN
 
Other
 
Total
 
(in millions)
Three months ended March 31, 2020
 

 
 

 
 

 
 
 
 

 
 

North America
$
154

 
$
331

 
$
230

 
$
46

 
$
59

 
$
820

Europe and other
39

 
6

 
5

 
70

 
31

 
151

Total revenue
$
193

 
$
337

 
$
235

 
$
116

 
$
90

 
$
971

Three months ended March 31, 2019
 
 
 
 
 
 
 
 
 

 
 

North America
$
160

 
$
335

 
$
242

 
$
46

 
$
59

 
$
842

Europe and other
27

 
8

 
14

 
81

 
29

 
159

Total revenue
$
187

 
$
343

 
$
256

 
$
127

 
$
88

 
$
1,001


v3.20.1
Contingencies
3 Months Ended
Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]  
Contingencies Contingencies
Litigation
West Fertilizer Co.
On April 17, 2013, there was a fire and explosion at the West Fertilizer Co. fertilizer storage and distribution facility in West, Texas. According to published reports, 15 people were killed and approximately 200 people were injured in the incident, and the fire and explosion damaged or destroyed a number of homes and buildings around the facility. 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 do 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.
The Court granted in part and denied in part the CF Entities’ Motions for Summary Judgment in August 2015. Over two hundred cases have been resolved pursuant to confidential settlements that have been or we expect will be fully funded by insurance. The remaining cases are in various stages of discovery and pre-trial proceedings. The next group of cases is expected to be reset for trial later this year. We believe we have strong legal and factual defenses and intend to continue defending the CF Entities vigorously in the pending lawsuits. The Company cannot provide a range of reasonably possible loss due to the lack of damages discovery for many of the remaining claims and the uncertain nature of this litigation, including uncertainties around the potential allocation of responsibility by a jury to other defendants or responsible third parties. The recognition of a potential loss in the future in the West Fertilizer Co. litigation could negatively affect our results in the period of recognition. However, based upon currently available information, including available insurance coverage, we do not believe that this litigation will have a material adverse effect on our consolidated financial position, results of operations or cash flows.
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. In 2015, we and several other parties received a notice that the U.S. Department of the Interior and other trustees intend to undertake a natural resource damage assessment for 17 former phosphate mines in southeast Idaho, one of which is the former Georgetown Canyon mine. Because the former mine site is still in the remedial investigation 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.
v3.20.1
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Statement of Stockholders' Equity [Abstract]    
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Cash Dividends (dollars per share) $ 0.30 $ 0.30
v3.20.1
Inventories (Details) - USD ($)
$ in Millions
Mar. 31, 2020
Dec. 31, 2019
Inventory Disclosure [Abstract]    
Finished goods $ 336 $ 311
Raw materials, spare parts and supplies 43 40
Total inventories $ 379 $ 351
v3.20.1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Statement of Comprehensive Income [Abstract]    
Net earnings $ 91 $ 118
Other comprehensive income (loss):    
Foreign currency translation adjustment—net of taxes (83) 32
Defined benefit plans—net of taxes 9 (2)
Total other comprehensive income (74) 30
Comprehensive income 17 148
Less: Comprehensive income attributable to noncontrolling interest 23 28
Comprehensive (loss) income attributable to common stockholders $ (6) $ 120
v3.20.1
Equity Method Investment-Narrative (Details) - Operating equity method investments - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
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 13 years  
Point Lisas Nitrogen Limited (PLNL)    
Equity method investments    
Ownership interest (as a percent) 50.00%  
Equity Method Investment $ 91  
Carrying value of investments in excess of the entity's share of the affiliates' book value $ 45  
Obligation to purchase ammonia (as a percent) 50% of the ammonia produced by PLNL  
Purchases of ammonia from PLNL $ 10 $ 22
Unrecorded Unconditional Purchase Obligation, Percent 50.00%  
v3.20.1
New Accounting Standards (Policies)
3 Months Ended
Mar. 31, 2020
Accounting Policies [Abstract]  
Recently Adopted Pronouncements
On January 1, 2020, we adopted Accounting Standards Update (ASU) No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This ASU does not affect the accounting for the service element of a hosting arrangement that is a service contract. We adopted this ASU prospectively. The adoption of this ASU did not have a material impact on our consolidated financial statements; however, it could have an effect on future financial results if significant new software involving a cloud computing agreement is implemented. In this case, a certain portion of the implementation costs would be deferred and expensed over the term of the cloud computing arrangement.
In December 2019, the Financial Accounting Standards Board (FASB) issued ASU No. 2019-12: Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes. This ASU adds new guidance to simplify accounting for income taxes, changes the accounting for certain income tax transactions and makes minor improvements to the codification. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of this ASU is permitted. We do not expect the adoption of this ASU will have a material effect on our consolidated financial statements.
v3.20.1
Stockholders' Equity
3 Months Ended
Mar. 31, 2020
Equity [Abstract]  
Stockholders' Equity
Treasury Stock
On August 1, 2018, our Board of Directors (the Board) authorized the repurchase of up to $500 million of CF Holdings common stock through June 30, 2020 (the 2018 Share Repurchase Program). In 2018, we completed the 2018 Share Repurchase Program with the repurchase of 10.9 million shares for $500 million, of which $33 million was accrued and unpaid at December 31, 2018 and was paid in the first quarter of 2019. In February 2019, we retired all 10.9 million shares that were repurchased under the 2018 Share Repurchase Program.
On February 13, 2019, the Board authorized the repurchase of up to $1 billion of CF Holdings common stock through December 31, 2021 (the 2019 Share Repurchase Program). Repurchases under the 2019 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. In the first quarter of 2019, we repurchased approximately 1.5 million shares for $60 million, of which $6 million was accrued and unpaid at March 31, 2019. In the first quarter of 2020, we repurchased approximately 2.6 million shares for $100 million. At March 31, 2020, we held 2,813,869 shares of treasury stock.
The following table summarizes the share repurchases under the 2019 Share Repurchase Program.
 
Shares
 
Amounts
 
(in millions)
Shares repurchased in 2019:
 
 
 
First quarter
1.5

 
$
60

Second quarter
2.7

 
118

Third quarter
1.5

 
72

Fourth quarter
1.9

 
87

Shares repurchased in 2019
7.6

 
337

Shares repurchased in 2020:
 
 
 
First quarter
2.6

 
100

Shares repurchased as of March 31, 2020
10.2

 
$
437


Accumulated Other Comprehensive Income (Loss)
Changes to accumulated other comprehensive income (loss) are as follows:
 
Foreign
Currency
Translation
Adjustment
 
Unrealized
Gain on
Derivatives
 
Defined
Benefit
Plans
 
Accumulated
Other
Comprehensive
Income (Loss)
 
(in millions)
Balance as of December 31, 2018
$
(250
)
 
$
5

 
$
(126
)
 
$
(371
)
Effect of exchange rate changes and deferred taxes
32

 

 
(2
)
 
30

Balance as of March 31, 2019
$
(218
)
 
$
5

 
$
(128
)
 
$
(341
)
 
 
 
 
 
 
 
 
Balance as of December 31, 2019
$
(188
)
 
$
5

 
$
(183
)
 
$
(366
)
Reclassification to earnings(1)

 

 
1

 
1

Effect of exchange rate changes and deferred taxes
(83
)
 

 
8

 
(75
)
Balance as of March 31, 2020
$
(271
)
 
$
5

 
$
(174
)
 
$
(440
)
____________________________________________________________________________
(1) 
Reclassifications out of accumulated other comprehensive income (loss) to earnings during the three months ended March 31, 2020 and 2019 were not material.
v3.20.1
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, 2018 $ 5,731.0 $ 2.0 $ (504.0) $ 1,368.0 $ 2,463.0 $ (371.0) $ 2,958.0 $ 2,773.0
Increase (decrease) in equity                
Net earnings 118.0 0.0 0.0 0.0 90.0 0.0 90.0 28.0
Less: Net earnings attributable to noncontrolling interest 28.0              
Net earnings attributable to common stockholders 90.0              
Other comprehensive loss 30.0 0.0 0.0 0.0 0.0 30.0 30.0 0.0
Purchases of treasury stock (60.0) 0.0 (60.0) 0.0 0.0 0.0 (60.0) 0.0
Retirement of treasury stock 0.0 0.0 504.0 (65.0) (439.0) 0.0 0.0 0.0
Acquisition of treasury stock under employee stock plans (4.0) 0.0 (4.0) 0.0 0.0 0.0 (4.0) 0.0
Issuance of $0.01 par value common stock under employee stock plans 2.0 0.0 0.0 2.0 0.0 0.0 2.0 0.0
Stock-based compensation expense 6.0 0.0 0.0 6.0 0.0 0.0 6.0 0.0
Cash dividends (67.0) 0.0 0.0 0.0 (67.0) 0.0 (67.0) 0.0
Distribution declared to noncontrolling interest (86.0) 0.0 0.0 0.0 0.0 0.0 0.0 (86.0)
Balance at Mar. 31, 2019 5,670.0 2.0 (64.0) 1,311.0 2,047.0 (341.0) 2,955.0 2,715.0
Balance at Dec. 31, 2019 5,637.0 2.0 0.0 1,303.0 1,958.0 (366.0) 2,897.0 2,740.0
Increase (decrease) in equity                
Net earnings 91.0 0.0 0.0 0.0 68.0 0.0 68.0 23.0
Less: Net earnings attributable to noncontrolling interest 23.0              
Net earnings attributable to common stockholders 68.0              
Other comprehensive loss (74.0) 0.0 0.0 0.0 0.0 (74.0) (74.0) 0.0
Purchases of treasury stock (100.0) 0.0 (100.0) 0.0 0.0 0.0 (100.0) 0.0
Acquisition of treasury stock under employee stock plans (8.0) 0.0 (8.0) 0.0 0.0 0.0 (8.0) 0.0
Issuance of $0.01 par value common stock under employee stock plans 3.0 0.0 0.0 3.0 0.0 0.0 3.0 0.0
Stock-based compensation expense 7.0 0.0 0.0 7.0 0.0 0.0 7.0 0.0
Cash dividends (65.0) 0.0 0.0 0.0 (65.0) 0.0 (65.0) 0.0
Distribution declared to noncontrolling interest (88.0) 0.0 0.0 0.0 0.0 0.0 0.0 (88.0)
Balance at Mar. 31, 2020 $ 5,403.0 $ 2.0 $ (108.0) $ 1,313.0 $ 1,961.0 $ (440.0) $ 2,728.0 $ 2,675.0
v3.20.1
Property, Plant and Equipment-Net (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Dec. 31, 2018
Property, Plant and Equipment-Net        
Gross property plant and equipment $ 13,443   $ 13,535  
Less: Accumulated depreciation and amortization 5,505   5,365  
Net property, plant and equipment 7,938   8,170  
Construction in progress expenditures incurred but not yet paid 36 $ 26 42 $ 48
Depreciation and amortization 208 183    
Land        
Property, Plant and Equipment-Net        
Gross property plant and equipment 70   71  
Machinery and equipment        
Property, Plant and Equipment-Net        
Gross property plant and equipment 12,243   12,338  
Changes in plant turnaround activity        
Balance at the beginning of the period 246 252 252  
Additions 7 9    
Depreciation (25) (30)    
Effect of exchange rate changes (5) 2    
Balance at the end of the period 223 $ 233 246 $ 252
Buildings and improvements        
Property, Plant and Equipment-Net        
Gross property plant and equipment 888   890  
Construction in progress        
Property, Plant and Equipment-Net        
Gross property plant and equipment $ 242   $ 236  
v3.20.1
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Millions, $ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Income Statement [Abstract]    
Net sales $ 971.0 $ 1,001.0
Cost of sales 767.0 781.0
Gross margin 204.0 220.0
Selling, general and administrative expenses 54.0 58.0
Other operating—net 6.0 4.0
Total other operating costs and expenses 60.0 62.0
Equity in earnings of operating affiliate 3.0 7.0
Operating earnings 147.0 165.0
Interest expense 44.0 60.0
Interest income (1.0) (4.0)
Other non-operating—net 0.0 (1.0)
Earnings before income taxes 104.0 110.0
Income tax provision (benefit) 13.0 (8.0)
Net earnings 91.0 118.0
Less: Net earnings attributable to noncontrolling interest 23.0 28.0
Net earnings attributable to common stockholders $ 68.0 $ 90.0
Net earnings per share attributable to common stockholders:    
Basic (in dollars per share) $ 0.31 $ 0.40
Diluted (in dollars per share) $ 0.31 $ 0.40
Weighted average common shares outstanding:    
Basic (in shares) 216.0 223.4
Diluted (in shares) 216.6 224.6
Dividends declared per common share (in dollars per share) $ 0.30 $ 0.30
v3.20.1
Fair Value Measurements (Details) - USD ($)
$ in Millions
Mar. 31, 2020
Dec. 31, 2019
Schedule of Investments [Line Items]    
Cash $ 53 $ 59
Cash equivalents:    
Cash and cash equivalents, adjusted cost 753 287
Cash and cash equivalents, fair value disclosure 753 287
U.S. and Canadian government obligations    
Cash equivalents:    
Cash equivalents, adjusted cost 680 211
Cash equivalents, fair value 680 211
Other debt securities    
Cash equivalents:    
Cash equivalents, adjusted cost 20 17
Cash equivalents, fair value 20 17
Nonqualified employee benefit trusts    
Cash equivalents:    
Available-for-sale securities, adjusted cost 16 17
Available-for-sale securities, gross unrealized gain 2 2
Available-for-sale securities, gross unrealized loss 0 0
Available-for-sale securities, fair value $ 18 $ 19
v3.20.1
Stockholders' Equity (Details 2) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended 15 Months Ended
Mar. 31, 2020
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2019
Dec. 31, 2018
Mar. 31, 2020
Feb. 13, 2019
Aug. 01, 2018
Equity [Abstract]                    
Stock Repurchase Program, Authorized Amount                 $ 1,000.0 $ 500.0
Stock Repurchased and Retired During Period, Shares 2,600,000 1,900,000 1,500,000 2,700,000 1,500,000 7,600,000 10,900,000 10,200,000    
Stock Repurchased and Retired During Period, Value $ 100.0 $ 87.0 $ 72.0 $ 118.0 $ 60.0 $ 337.0 $ 500.0 $ 437.0    
stock repurchase accrued but unpaid         $ 6.0   $ 33.0      
Treasury Stock, Shares, Retired         10,900,000          
Treasury stock, shares 2,813,869 0       0   2,813,869    
v3.20.1
Financing Agreements - Narrative (Details) - USD ($)
Dec. 13, 2019
Apr. 30, 2020
Mar. 31, 2020
Dec. 31, 2019
Dec. 05, 2019
Nov. 13, 2019
Jul. 29, 2016
Financing agreements              
Line of Credit Facility, Fair Value of Amount Outstanding     $ 500,000,000        
Letter of Credit | Letter of Credit              
Financing agreements              
Maximum borrowing capacity       $ 145,000,000      
Line of Credit Facility, Fair Value of Amount Outstanding       $ 124,000,000      
CF Industries | Unsecured Senior Notes 7.125 Percent Due 2020 | Senior Notes              
Financing agreements              
Interest rate (as a percent)       7.125%      
Debt Instrument, Face Amount           $ 500,000,000  
CF Industries | Credit Agreement              
Financing agreements              
Available credit     250,000,000        
Outstanding letters of credit     0        
Long-term Line of Credit     $ 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 3.400% Due 2021 | Senior Notes              
Financing agreements              
Interest rate (as a percent)     3.40% 3.40%      
Debt Instrument, Face Amount $ 500,000,000            
Early Repayment of Senior Debt $ 250,000,000            
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed 50.00%            
Subsequent Event [Member]              
Financing agreements              
Line of Credit Facility, Fair Value of Amount Outstanding   $ 500,000,000          
v3.20.1
Property, Plant and Equipment-Net
3 Months Ended
Mar. 31, 2020
Property, Plant and Equipment, Net [Abstract]  
Property, Plant and Equipment-Net Property, Plant and Equipment—Net
Property, plant and equipment—net consists of the following:
 
March 31,
2020
 
December 31,
2019
 
(in millions)
Land
$
70

 
$
71

Machinery and equipment
12,243

 
12,338

Buildings and improvements
888

 
890

Construction in progress
242

 
236

Property, plant and equipment(1)
13,443

 
13,535

Less: Accumulated depreciation and amortization
5,505

 
5,365

Property, plant and equipment—net
$
7,938

 
$
8,170

_______________________________________________________________________________
(1) 
As of March 31, 2020 and December 31, 2019, we had property, plant and equipment that was accrued but unpaid of approximately $36 million and $42 million, respectively. As of March 31, 2019 and December 31, 2018, we had property, plant and equipment that was accrued but unpaid of $26 million and $48 million, respectively.

Depreciation and amortization related to property, plant and equipment was $208 million and $183 million for the three months ended March 31, 2020 and 2019, respectively.
Plant turnarounds—Scheduled inspections, replacements and overhauls of plant machinery and equipment at our continuous process manufacturing facilities during a full plant shutdown are referred to as plant turnarounds. The expenditures related to turnarounds are capitalized in property, plant and equipment when incurred. The following is a summary of capitalized plant turnaround costs:
 
Three months ended 
 March 31,
 
2020
 
2019
 
(in millions)
Net capitalized turnaround costs:
 

 
 

Beginning balance
$
246

 
$
252

Additions
7

 
9

Depreciation
(25
)
 
(30
)
Effect of exchange rate changes
(5
)
 
2

Ending balance
$
223

 
$
233


Scheduled replacements and overhauls of plant machinery and equipment include the dismantling, repair or replacement and installation of various components including piping, valves, motors, turbines, pumps, compressors, heat exchangers and the replacement of catalysts when a full plant shutdown occurs. Scheduled inspections are also conducted during full plant shutdowns, including required safety inspections which entail the disassembly of various components such as steam boilers, pressure vessels and other equipment requiring safety certifications. Internal employee costs and overhead amounts are not considered turnaround costs and are not capitalized.
v3.20.1
New Accounting Standards
3 Months Ended
Mar. 31, 2020
Accounting Policies [Abstract]  
New Accounting Standards
2.   New Accounting Standards
On January 1, 2020, we adopted Accounting Standards Update (ASU) No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This ASU does not affect the accounting for the service element of a hosting arrangement that is a service contract. We adopted this ASU prospectively. The adoption of this ASU did not have a material impact on our consolidated financial statements; however, it could have an effect on future financial results if significant new software involving a cloud computing agreement is implemented. In this case, a certain portion of the implementation costs would be deferred and expensed over the term of the cloud computing arrangement.
In December 2019, the Financial Accounting Standards Board (FASB) issued ASU No. 2019-12: Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes. This ASU adds new guidance to simplify accounting for income taxes, changes the accounting for certain income tax transactions and makes minor improvements to the codification. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of this ASU is permitted. We do not expect the adoption of this ASU will have a material effect on our consolidated financial statements.
v3.20.1
Income Taxes
3 Months Ended
Mar. 31, 2020
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
For the three months ended March 31, 2020, we recorded an income tax provision of $13 million on pre-tax income of $104 million, or an effective tax rate of 12.3%, compared to an income tax benefit of $8 million on pre-tax income of $110 million, or an effective tax rate of (7.3)%, for the three months ended March 31, 2019.
For the three months ended March 31, 2020, our income tax provision includes a $6 million benefit related to the settlement of certain U.S. and foreign income tax audits.
For the three months ended March 31, 2019, our income tax benefit included an incentive tax credit from the State of Louisiana of $30 million, net of federal income tax, related to certain capital projects at our Donaldsonville, Louisiana complex.
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 March 31, 2020 of 12.3%, which is based on pre-tax income of $104 million, would be 15.8% exclusive of the earnings attributable to the noncontrolling interest of $23 million. Our effective tax rate for the three months ended March 31, 2019 of (7.3)%, which is based on pre-tax income of $110 million, would be 27.4% exclusive of the earnings attributable to the noncontrolling interest of $28 million and the incentive tax credit of $30 million. See Note 13—Noncontrolling Interest for additional information.
In March 2020, the President signed into law the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act). The CARES Act includes, among other things (i) a five-year net operating loss (NOL) carryback (including a related technical correction to the 2017 Tax Cuts and Jobs Act) for tax losses incurred in tax years 2018 through 2020; (ii) a change in interest deduction limitations for tax years 2019 and 2020, increasing the annual interest limitation from 30% to 50% of adjusted taxable income; and (iii) increased refundability of corporate alternative minimum tax (AMT) credits. These provisions have limited applicability to the Company as (i) the Company does not expect to have a NOL in tax year 2020 and did not have a tax loss in 2018 or 2019 which would be eligible for carryback; (ii) the Company was not limited by the interest deduction limitations for tax years 2019 and 2020 prior to changes made by the CARES Act; and (iii) the Company utilized all of its AMT credits in 2019. The Company continues to monitor and assess the impact of the CARES Act and other related governmental actions in response to the coronavirus impacts as more information becomes available.
Terra Amended Tax Returns
The Company completed the acquisition of Terra Industries Inc. (Terra) in April 2010. After the acquisition, the Company determined that the manner in which Terra reported the repatriation of cash from foreign affiliates to its U.S. parent for U.S. and foreign income tax purposes was not appropriate. As a result, in 2012 the Company amended certain tax returns, including Terra’s income and withholding tax returns, back to 1999 (the Amended Tax Returns) to correct these tax returns and paid additional income and withholding taxes, and related interest and penalties. In early 2013, the Internal Revenue Service (IRS) commenced an examination of the U.S. tax aspects of the Amended Tax Returns.
In early 2019, the IRS completed its examination of the Amended Tax Returns and submitted its audit reports and related refund claims to the Joint Committee on Taxation of the U.S. Congress (the Joint Committee). For purposes of its review, the Joint Committee separated the IRS audit reports into two separate matters: (i) an income tax related matter and (ii) a withholding tax matter.
In December 2019, we received notification that the Joint Committee had approved the IRS audit reports relating to the income tax related matter. As a result, we expected to receive cash refunds in 2020. In addition, as a result of this settlement and the finalization of carryover impacts of this audit settlement on future tax periods, we reduced our liability for unrecognized tax benefits by $19 million and recorded a corresponding deferred income tax liability in the first quarter of 2020. 
In the second quarter of 2020, we received approximately $61 million of income tax refunds and approximately $7 million of interest related to the settlement of the income tax related matter of the Amended Tax Returns, as described above.
In the second quarter of 2020, we also received notification that the Joint Committee approved the IRS audit report relating to the withholding tax matter. As a result, we expect to receive a tax refund of approximately $29 million, excluding related interest, in 2020. In addition, in the second quarter of 2020, we expect to record a reduction in our liabilities for unrecognized tax benefits of $12 million, with a corresponding reduction in income tax expense.
v3.20.1
Interest Expense (Tables)
3 Months Ended
Mar. 31, 2020
Interest Expense [Abstract]  
Schedule of interest expense
Details of interest expense are as follows:
 
Three months ended 
 March 31,
 
2020
 
2019
 
(in millions)
Interest on borrowings(1)
$
46

 
$
57

Fees on financing agreements(1)
2

 
3

Interest on tax liabilities(2)
(4
)
 

Total interest expense
$
44

 
$
60


_______________________________________________________________________________
(1) 
See Note 12—Financing Agreements for additional information.
v3.20.1
Segment Disclosures (Tables)
3 Months Ended
Mar. 31, 2020
Segment Reporting [Abstract]  
Summary of segment data for sales, cost of sales and gross margin
 
Ammonia
 
Granular
Urea(1)
 
UAN(1)
 
AN(1)
 
Other(1)
 
Consolidated
 
(in millions)
Three months ended March 31, 2020
 

 
 

 
 

 
 
 
 

 
 

Net sales
$
193

 
$
337

 
$
235

 
$
116

 
$
90

 
$
971

Cost of sales
173

 
224

 
193

 
103

 
74

 
767

Gross margin
$
20

 
$
113

 
$
42

 
$
13

 
$
16

 
204

Total other operating costs and expenses
 

 
 

 
 

 
 
 
 

 
60

Equity in earnings of operating affiliate
 

 
 

 
 

 
 
 
 

 
3

Operating earnings
 

 
 

 
 

 
 
 
 

 
$
147

 
 
 
 
 
 
 
 
 
 
 
 
Three months ended March 31, 2019
 

 
 

 
 

 
 
 
 

 
 

Net sales
$
187

 
$
343

 
$
256

 
$
127

 
$
88

 
$
1,001

Cost of sales
166

 
228

 
195

 
114

 
78

 
781

Gross margin
$
21

 
$
115

 
$
61

 
$
13

 
$
10

 
220

Total other operating costs and expenses
 

 
 

 
 

 
 
 
 

 
62

Equity in earnings of operating affiliate
 

 
 

 
 

 
 
 
 

 
7

Operating earnings
 

 
 

 
 

 
 
 
 

 
$
165

_______________________________________________________________________________
(1) 
The cost of the products that are upgraded into other products is transferred at cost into the upgraded product results.

v3.20.1
Net Earnings Per Share (Tables)
3 Months Ended
Mar. 31, 2020
Earnings Per Share [Abstract]  
Summary of net earnings per share
Net earnings per share were computed as follows:
 
Three months ended 
 March 31,
 
2020
 
2019
 
(in millions, except per share amounts)
Net earnings attributable to common stockholders
$
68

 
$
90

Basic earnings per common share:
 

 
 

Weighted-average common shares outstanding
216.0

 
223.4

Net earnings attributable to common stockholders
$
0.31

 
$
0.40

Diluted earnings per common share:
 

 
 

Weighted-average common shares outstanding
216.0

 
223.4

Dilutive common shares—stock-based awards
0.6

 
1.2

Diluted weighted-average shares outstanding
216.6

 
224.6

Net earnings attributable to common stockholders
$
0.31

 
$
0.40


v3.20.1
Segment Disclosures
3 Months Ended
Mar. 31, 2020
Segment Reporting [Abstract]  
Segment Disclosures 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 of selling, general and administrative expenses and other operating—net) and non-operating expenses (interest and income taxes) are centrally managed and are not included in the measurement of segment profitability reviewed by management.
Our assets, with the exception of goodwill, are not monitored by or reported to our 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 months ended March 31, 2020 and 2019 are presented in the tables below.
 
Ammonia
 
Granular
Urea(1)
 
UAN(1)
 
AN(1)
 
Other(1)
 
Consolidated
 
(in millions)
Three months ended March 31, 2020
 

 
 

 
 

 
 
 
 

 
 

Net sales
$
193

 
$
337

 
$
235

 
$
116

 
$
90

 
$
971

Cost of sales
173

 
224

 
193

 
103

 
74

 
767

Gross margin
$
20

 
$
113

 
$
42

 
$
13

 
$
16

 
204

Total other operating costs and expenses
 

 
 

 
 

 
 
 
 

 
60

Equity in earnings of operating affiliate
 

 
 

 
 

 
 
 
 

 
3

Operating earnings
 

 
 

 
 

 
 
 
 

 
$
147

 
 
 
 
 
 
 
 
 
 
 
 
Three months ended March 31, 2019
 

 
 

 
 

 
 
 
 

 
 

Net sales
$
187

 
$
343

 
$
256

 
$
127

 
$
88

 
$
1,001

Cost of sales
166

 
228

 
195

 
114

 
78

 
781

Gross margin
$
21

 
$
115

 
$
61

 
$
13

 
$
10

 
220

Total other operating costs and expenses
 

 
 

 
 

 
 
 
 

 
62

Equity in earnings of operating affiliate
 

 
 

 
 

 
 
 
 

 
7

Operating earnings
 

 
 

 
 

 
 
 
 

 
$
165

_______________________________________________________________________________
(1) 
The cost of the products that are upgraded into other products is transferred at cost into the upgraded product results.
v3.20.1
Financing Agreements
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Financing Agreements Financing Agreements
Revolving Credit Agreement
On December 5, 2019, CF Holdings and CF Industries entered into a senior secured Fourth Amended and Restated Credit Agreement (the Revolving Credit Agreement), which amended and restated our Third Amended and Restated Revolving Credit Agreement, as previously amended (referred to herein, as in effect from time to time, as the Prior Credit Agreement), that was scheduled to mature September 18, 2020. The Revolving Credit Agreement 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, and 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.
The guarantors under the Revolving Credit Agreement are currently comprised of CF Holdings and CF Holdings’ wholly owned subsidiaries CF Industries Enterprises, LLC (CFE), CF Industries Sales, LLC (CFS), CF USA Holdings, LLC (CF USA) and CF Industries Distribution Facilities, LLC (CFIDF).
In March 2020, we borrowed $500 million under the Revolving Credit Agreement to ensure we maintained ample financial flexibility in light of the uncertainty in the global markets caused by the COVID-19 pandemic. As of March 31, 2020, we had unused borrowing capacity under the Revolving Credit Agreement of $250 million, as there were outstanding borrowings of $500 million and no outstanding letters of credit under our $750 million revolving credit facility. There were no borrowings outstanding under the Revolving Credit Agreement as of December 31, 2019. Maximum borrowings under the Revolving Credit Agreement during the three months ended March 31, 2020 were $500 million. The weighted-average annual interest rate of borrowings under the Revolving Credit Agreement during the three months ended March 31, 2020 was 2.05%. There were no borrowings under the Prior Credit Agreement during the three months ended March 31, 2019.
In April 2020, we repaid the $500 million of borrowings that were outstanding under the Revolving Credit Agreement as of March 31, 2020, which returned our unused borrowing capacity under the Revolving Credit Agreement to $750 million. See Note 17—Subsequent Events for additional information.
The Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including financial covenants. As of March 31, 2020, we were in compliance with all covenants under the Revolving Credit Agreement.
Letters of Credit
In addition to the letter of credit capacity under the Revolving Credit Agreement, as described above, we have also entered into a bilateral agreement providing for up to $145 million of letters of credit. As of March 31, 2020, approximately $124 million of letters of credit were outstanding under this agreement.
Senior Notes
Long-term debt presented on our consolidated balance sheets as of March 31, 2020 and December 31, 2019 consisted of the following debt securities issued by CF Industries:
 
Effective Interest Rate
 
March 31, 2020
 
December 31, 2019
 
 
Principal
 
Carrying Amount (1)
 
Principal
 
Carrying Amount (1)
 
 
 
(in millions)
Public Senior Notes:
 
 
 
 
 
 
 
 
 
3.450% due June 2023
3.562%
 
750

 
748

 
750

 
747

5.150% due March 2034
5.279%
 
750

 
740

 
750

 
740

4.950% due June 2043
5.031%
 
750

 
742

 
750

 
742

5.375% due March 2044
5.465%
 
750

 
741

 
750

 
741

Senior Secured Notes:
 
 
 
 
 
 
 
 
 
3.400% due December 2021
3.782%
 
250

 
248

 
250

 
248

4.500% due December 2026
4.759%
 
750

 
739

 
750

 
739

Total long-term debt
 
 
$
4,000

 
$
3,958

 
$
4,000

 
$
3,957

_______________________________________________________________________________
(1) 
Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was $10 million as of both March 31, 2020 and December 31, 2019, and total deferred debt issuance costs were $32 million and $33 million as of March 31, 2020 and December 31, 2019, respectively. 
Under the indentures (including the applicable supplemental indentures) governing the senior notes due 2023, 2034, 2043 and 2044 identified in the table above (the Public Senior Notes), each series of Public Senior Notes is guaranteed by CF Holdings.
Under the indentures governing the 3.400% senior secured notes due December 2021 (the 2021 Notes) and the 4.500% senior secured notes due December 2026 (the 2026 Notes) identified in the table above (together, the Senior Secured Notes), each series of Senior Secured Notes is guaranteed on a senior secured basis, jointly and severally, by CF Holdings and each current and future domestic subsidiary of CF Holdings (other than CF Industries) that from time to time is a borrower, or guarantees indebtedness, under the Revolving Credit Agreement. The subsidiary guarantors of the Senior Secured Notes currently consist of CFE, CFS, CF USA and CFIDF.
On November 13, 2019, we redeemed in full all of the remaining $500 million outstanding principal amount of the 7.125% senior notes due May 2020 (the 2020 Notes), in accordance with the optional redemption provisions in the indenture governing the 2020 Notes.
On December 13, 2019, we redeemed $250 million principal amount, representing 50% of the $500 million principal amount outstanding immediately prior to such redemption, of the 2021 Notes in accordance with the optional redemption provisions in the indenture governing the 2021 Notes.
Interest on the Public Senior Notes and the Senior Secured Notes is payable semiannually, and the Public Senior Notes and Senior Secured Notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices.
v3.20.1
Net Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Earnings Per Share [Abstract]    
Net earnings attributable to common stockholders $ 68 $ 90
Basic earnings per common share:    
Weighted-average common shares outstanding 216.0 223.4
Net earnings attributable to common stockholders (in dollars per share) $ 0.31 $ 0.40
Diluted earnings per common share:    
Weighted-average common shares outstanding 216.0 223.4
Dilutive common shares—stock options (in shares) 0.6 1.2
Diluted weighted-average shares outstanding 216.6 224.6
Net earnings attributable to common stockholders diluted (in dollars per share) $ 0.31 $ 0.40
Antidilutive securities excluded from computation of EPS (in shares) 2.1 1.5
v3.20.1
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Mar. 31, 2020
Dec. 31, 2019
Current assets:    
Cash and cash equivalents $ 753 $ 287
Accounts receivable—net 251 242
Inventories 379 351
Prepaid income taxes 78 71
Other current assets 19 23
Total current assets 1,480 974
Property, plant and equipment—net 7,938 8,170
Investment in affiliate 91 88
Goodwill 2,346 2,365
Operating lease right-of-use assets 287 280
Other assets 299 295
Total assets 12,441 12,172
Current liabilities:    
Short-term debt 500 0
Accounts payable and accrued expenses 378 437
Income taxes payable 19 1
Customer advances 239 119
Current operating lease liabilities 94 90
Other current liabilities 5 18
Total current liabilities 1,235 665
Long-term debt 3,958 3,957
Deferred Income Tax Liabilities, Net 1,217 1,246
Operating lease liabilities 197 193
Other liabilities 431 474
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, 2020—216,610,856 shares issued and 2019—216,023,826 shares issued 2 2
Paid-in capital 1,313 1,303
Retained earnings 1,961 1,958
Treasury stock—at cost, 2020—2,813,869 shares and 2019—0 shares (108) 0
Accumulated other comprehensive loss (440) (366)
Total stockholders’ equity 2,728 2,897
Noncontrolling interest 2,675 2,740
Total equity 5,403 5,637
Total liabilities and equity $ 12,441 $ 12,172
v3.20.1
Goodwill and Other Intangible Assets (Details 2) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Identifiable intangibles      
Gross Carrying Amount $ 155   $ 162
Accumulated Amortization (53)   (52)
Net $ 102   110
Finite-Lived Intangible Asset, Useful Life 20 years    
Amortization expense $ 2 $ 2  
Total estimated amortization expense for the five succeeding fiscal years      
Remainder of 2020 6    
2021 8    
2022 8    
2023 8    
2024 8    
2025 8    
Customer relationships      
Identifiable intangibles      
Gross Carrying Amount 125   131
Accumulated Amortization (46)   (45)
Net 79   86
Trade names      
Identifiable intangibles      
Gross Carrying Amount 30   31
Accumulated Amortization (7)   (7)
Net $ 23   $ 24
v3.20.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Operating Activities:    
Net earnings $ 91.0 $ 118.0
Adjustments to reconcile net earnings to net cash provided by operating activities:    
Depreciation and amortization 211.0 188.0
Deferred income taxes (50.0) 14.0
Stock-based compensation expense 7.0 6.0
Unrealized net loss (gain) on natural gas derivatives (12.0) 2.0
Unrealized (gain) loss on embedded derivative (1.0) 1.0
Loss on disposal of property, plant and equipment 0.0 1.0
Undistributed earnings of affiliate—net of taxes (4.0) (8.0)
Changes in:    
Accounts receivable—net (12.0) (28.0)
Inventories (29.0) (101.0)
Accrued and prepaid income taxes 10.0 24.0
Accounts payable and accrued expenses (47.0) (65.0)
Customer advances 120.0 152.0
Other—net 8.0 2.0
Net cash provided by operating activities 292.0 306.0
Investing Activities:    
Additions to property, plant and equipment (67.0) (80.0)
Proceeds from sale of property, plant and equipment 0.0 5.0
Insurance proceeds for property, plant and equipment 2.0 0.0
Net cash used in investing activities (65.0) (75.0)
Financing Activities:    
Proceeds from short-term borrowings 500.0 0.0
Dividends paid on common stock (65.0) (67.0)
Distributions to noncontrolling interest (88.0) (86.0)
Purchases of treasury stock (100.0) (87.0)
Issuances of common stock under employee stock plans 3.0 2.0
Shares withheld for taxes (8.0) (4.0)
Net cash provided by (used in) financing activities 242.0 (242.0)
Effect of exchange rate changes on cash and cash equivalents (3.0) 0.0
Increase (decrease) in cash and cash equivalents 466.0 (11.0)
Cash and cash equivalents at beginning of period 287.0 682.0
Cash and cash equivalents at end of period $ 753.0 $ 671.0
v3.20.1
Income Taxes Incomes Taxes (Details) - USD ($)
$ in Millions
1 Months Ended 3 Months Ended
May 07, 2020
Mar. 31, 2020
Mar. 31, 2019
Operating Loss Carryforwards [Line Items]      
Effective Income Tax Rate Reconciliation, Percent   12.30% (7.30%)
Effective Income Tax Rate Reconciliation, Tax Settlement, Amount   $ 6.0  
Income tax provision (benefit)   13.0 $ (8.0)
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest   104.0 110.0
Less: Net earnings attributable to noncontrolling interest   $ 23.0 $ 28.0
Effective Income Tax Rate Excluding The Earnings Attributable To The Noncontrolling Interest   15.80% 27.40%
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities   $ 19.0  
LOUISIANA | State and Local Jurisdiction      
Operating Loss Carryforwards [Line Items]      
Effective Income Tax Rate Reconciliation, Tax Credit, Investment, Amount     $ 30.0
Forecast [Member] | Internal Revenue Service (IRS)      
Operating Loss Carryforwards [Line Items]      
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities $ 29.0    
Unrecognized Tax Benefits that Would Impact Effective Tax Rate 12.0    
Subsequent Event [Member]      
Operating Loss Carryforwards [Line Items]      
Income Tax Examination, Liability (Refund) Adjustment from Settlement with Taxing Authority 61.0    
Income Tax Examination, Interest Accrued $ 7.0    
v3.20.1
Segment Disclosures (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Segment data    
Net sales $ 971 $ 1,001
Cost of sales 767 781
Gross margin 204 220
Total other operating costs and expenses 60 62
Equity in earnings of operating affiliate 3 7
Operating earnings 147 165
Ammonia    
Segment data    
Net sales 193 187
Granular Urea    
Segment data    
Net sales 337 343
UAN    
Segment data    
Net sales 235 256
AN    
Segment data    
Net sales 116 127
Operating Segments | Ammonia    
Segment data    
Net sales 193 187
Cost of sales 173 166
Gross margin 20 21
Operating Segments | Granular Urea    
Segment data    
Net sales 337 343
Cost of sales 224 228
Gross margin 113 115
Operating Segments | UAN    
Segment data    
Net sales 235 256
Cost of sales 193 195
Gross margin 42 61
Operating Segments | AN    
Segment data    
Net sales 116 127
Cost of sales 103 114
Gross margin 13 13
Operating Segments | Other    
Segment data    
Net sales 90 88
Cost of sales 74 78
Gross margin $ 16 $ 10
v3.20.1
Noncontrolling Interest (Details 2) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Noncontrolling interest    
Beginning balance $ 2,740.0  
Earnings attributable to noncontrolling interests 23.0 $ 28.0
Distribution declared to noncontrolling interest (88.0) (86.0)
Ending balance 2,675.0  
CF Industries Nitrogen, LLC    
Noncontrolling interest    
Beginning balance 2,740.0 2,773.0
Earnings attributable to noncontrolling interests 23.0 28.0
Distribution declared to noncontrolling interest (88.0) (86.0)
Ending balance 2,675.0 2,715.0
Distributions payable to noncontrolling interests:    
Beginning balance 0.0 0.0
Declaration of distributions payable 88.0 86.0
Distributions to noncontrolling interest (88.0) (86.0)
Ending balance $ 0.0 $ 0.0
v3.20.1
Interest Expense (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Interest Expense [Abstract]    
Interest on borrowings(1) $ 46 $ 57
Fees on financing agreements(1) 2 3
Interest on tax liabilities (4) 0
Interest expense $ 44 $ 60
v3.20.1
Goodwill and Other Intangible Assets (Tables)
3 Months Ended
Mar. 31, 2020
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 March 31, 2020 and December 31, 2019:
 
Ammonia
 
Granular Urea
 
UAN
 
AN
 
Other
 
Total
 
(in millions)
Balance as of December 31, 2019
$
587

 
$
828

 
$
576

 
$
302

 
$
72

 
$
2,365

Effect of exchange rate changes
(2
)
 
(1
)
 

 
(14
)
 
(2
)
 
(19
)
Balance as of March 31, 2020
$
585

 
$
827

 
$
576

 
$
288

 
$
70

 
$
2,346


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:
 
March 31, 2020
 
December 31, 2019
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
 
(in millions)
Customer relationships
$
125

 
$
(46
)
 
$
79

 
$
131

 
$
(45
)
 
$
86

Trade names
30

 
(7
)
 
23

 
31

 
(7
)
 
24

Total intangible assets
$
155

 
$
(53
)
 
$
102

 
$
162

 
$
(52
)
 
$
110


Schedule of estimated future amortization expense Total estimated amortization expense for the remainder of 2020 and each of the five succeeding fiscal years is as follows:
 
Estimated
Amortization
Expense
 
(in millions)
Remainder of 2020
$
6

2021
8

2022
8

2023
8

2024
8

2025
8


v3.20.1
Noncontrolling Interest (Tables)
3 Months Ended
Mar. 31, 2020
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.
 
2020
 
2019
 
(in millions)
Noncontrolling interest:
 
 
 
Balance as of January 1
$
2,740

 
$
2,773

Earnings attributable to noncontrolling interest
23

 
28

Declaration of distributions payable
(88
)
 
(86
)
Balance as of March 31
$
2,675

 
$
2,715

Distributions payable to noncontrolling interest:
 
 
 
Balance as of January 1
$

 
$

Declaration of distributions payable
88

 
86

Distributions to noncontrolling interest
(88
)
 
(86
)
Balance as of March 31
$

 
$


v3.20.1
Revenue Recognition - Revenue by Product and by Geography (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Disaggregation of Revenue [Line Items]    
Net sales $ 971 $ 1,001
North America    
Disaggregation of Revenue [Line Items]    
Net sales 820 842
Europe and Other    
Disaggregation of Revenue [Line Items]    
Net sales 151 159
Ammonia    
Disaggregation of Revenue [Line Items]    
Net sales 193 187
Ammonia | North America    
Disaggregation of Revenue [Line Items]    
Net sales 154 160
Ammonia | Europe and Other    
Disaggregation of Revenue [Line Items]    
Net sales 39 27
Granular Urea    
Disaggregation of Revenue [Line Items]    
Net sales 337 343
Granular Urea | North America    
Disaggregation of Revenue [Line Items]    
Net sales 331 335
Granular Urea | Europe and Other    
Disaggregation of Revenue [Line Items]    
Net sales 6 8
UAN    
Disaggregation of Revenue [Line Items]    
Net sales 235 256
UAN | North America    
Disaggregation of Revenue [Line Items]    
Net sales 230 242
UAN | Europe and Other    
Disaggregation of Revenue [Line Items]    
Net sales 5 14
AN    
Disaggregation of Revenue [Line Items]    
Net sales 116 127
AN | North America    
Disaggregation of Revenue [Line Items]    
Net sales 46 46
AN | Europe and Other    
Disaggregation of Revenue [Line Items]    
Net sales 70 81
Other    
Disaggregation of Revenue [Line Items]    
Net sales 90 88
Other | North America    
Disaggregation of Revenue [Line Items]    
Net sales 59 59
Other | Europe and Other    
Disaggregation of Revenue [Line Items]    
Net sales $ 31 $ 29
v3.20.1
Equity Method Investment
3 Months Ended
Mar. 31, 2020
Equity Method Investments and Joint Ventures [Abstract]  
Equity Method Investment 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 March 31, 2020, the total carrying value of our equity method investment in PLNL was $91 million, $45 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 13 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 $10 million and $22 million for the three months ended March 31, 2020 and 2019, respectively.
v3.20.1
Net Earnings Per Share
3 Months Ended
Mar. 31, 2020
Earnings Per Share [Abstract]  
Net Earnings Per Share Net Earnings Per Share
Net earnings per share were computed as follows:
 
Three months ended 
 March 31,
 
2020
 
2019
 
(in millions, except per share amounts)
Net earnings attributable to common stockholders
$
68

 
$
90

Basic earnings per common share:
 

 
 

Weighted-average common shares outstanding
216.0

 
223.4

Net earnings attributable to common stockholders
$
0.31

 
$
0.40

Diluted earnings per common share:
 

 
 

Weighted-average common shares outstanding
216.0

 
223.4

Dilutive common shares—stock-based awards
0.6

 
1.2

Diluted weighted-average shares outstanding
216.6

 
224.6

Net earnings attributable to common stockholders
$
0.31

 
$
0.40


Diluted earnings per 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 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 per common share were 2.1 million and 1.5 million for the three months ended March 31, 2020 and 2019, respectively.
v3.20.1
Stockholders' Equity (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Changes to accumulated other comprehensive income (loss)    
Balance at the beginning of the period $ (366.0)  
Balance at the end of the period (440.0)  
Foreign Currency Translation Adjustment    
Changes to accumulated other comprehensive income (loss)    
Balance at the beginning of the period (188.0) $ (250.0)
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax 0.0  
Effect of exchange rate changes and deferred taxes (83.0) 32.0
Balance at the end of the period (271.0) (218.0)
Unrealized Gain on Derivatives    
Changes to accumulated other comprehensive income (loss)    
Balance at the beginning of the period 5.0 5.0
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax 0.0  
Effect of exchange rate changes and deferred taxes 0.0 0.0
Balance at the end of the period 5.0 5.0
Defined Benefit Plans    
Changes to accumulated other comprehensive income (loss)    
Balance at the beginning of the period (183.0) (126.0)
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax 1.0  
Effect of exchange rate changes and deferred taxes 8.0 (2.0)
Balance at the end of the period (174.0) (128.0)
Accumulated Other Comprehensive Loss    
Changes to accumulated other comprehensive income (loss)    
Balance at the beginning of the period   (371.0)
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax (1.0)  
Effect of exchange rate changes and deferred taxes (75.0) 30.0
Balance at the end of the period $ (440.0) $ (341.0)
v3.20.1
Financing Agreements (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Dec. 31, 2019
Financing agreements    
Line of Credit Facility, Maximum Amount Outstanding During Period $ 500.0  
Line of Credit Facility, Interest Rate During Period 2.05%  
Debt Instruments    
Principal $ 4,000.0 $ 4,000.0
Carrying amount 3,958.0 3,957.0
Long-term debt 3,958.0 3,957.0
Line of Credit Facility, Fair Value of Amount Outstanding 500.0  
CF Industries    
Debt Instruments    
Unamortized debt discount 10.0 10.0
Total deferred debt issuance costs $ 32.0 $ 33.0
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) 3.562% 3.562%
Principal $ 750.0 $ 750.0
Carrying amount $ 748.0 $ 747.0
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) 5.279% 5.279%
Principal $ 750.0 $ 750.0
Carrying amount $ 740.0 $ 740.0
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) 5.031% 5.031%
Principal $ 750.0 $ 750.0
Carrying amount $ 742.0 $ 742.0
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) 5.465% 5.465%
Principal $ 750.0 $ 750.0
Carrying amount $ 741.0 $ 741.0
CF Industries | Senior Notes | Senior Notes 3.400% Due 2021    
Financing agreements    
Interest rate (as a percent) 3.40% 3.40%
Debt Instruments    
Effective Interest Rate (percent) 3.782% 3.782%
Principal $ 250.0 $ 250.0
Carrying amount $ 248.0 $ 248.0
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) 4.759% 4.759%
Principal $ 750.0 $ 750.0
Carrying amount $ 739.0 $ 739.0
v3.20.1
Subsequent Events (Details) - USD ($)
$ in Millions
1 Months Ended
May 07, 2020
Apr. 30, 2020
Mar. 31, 2020
Subsequent Event [Line Items]      
Line of Credit Facility, Fair Value of Amount Outstanding     $ 500
Subsequent Event [Member]      
Subsequent Event [Line Items]      
Proceeds from Income Tax Refunds $ 68    
Line of Credit Facility, Fair Value of Amount Outstanding   $ 500  
v3.20.1
Revenue Recognition - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Revenue from Contract with Customer [Abstract]      
Net sales $ 971 $ 1,001  
Customer advances 239   $ 119
Contract with Customer, Liability, Revenue Recognized $ 75 $ 85  
v3.20.1
Property, Plant and Equipment-Net (Tables)
3 Months Ended
Mar. 31, 2020
Property, Plant and Equipment, Net [Abstract]  
Components of property, plant and equipment-net
Property, plant and equipment—net consists of the following:
 
March 31,
2020
 
December 31,
2019
 
(in millions)
Land
$
70

 
$
71

Machinery and equipment
12,243

 
12,338

Buildings and improvements
888

 
890

Construction in progress
242

 
236

Property, plant and equipment(1)
13,443

 
13,535

Less: Accumulated depreciation and amortization
5,505

 
5,365

Property, plant and equipment—net
$
7,938

 
$
8,170

_______________________________________________________________________________
(1) 
As of March 31, 2020 and December 31, 2019, we had property, plant and equipment that was accrued but unpaid of approximately $36 million and $42 million, respectively. As of March 31, 2019 and December 31, 2018, we had property, plant and equipment that was accrued but unpaid of $26 million and $48 million, respectively.
Summary of plant turnaround activity The following is a summary of capitalized plant turnaround costs:
 
Three months ended 
 March 31,
 
2020
 
2019
 
(in millions)
Net capitalized turnaround costs:
 

 
 

Beginning balance
$
246

 
$
252

Additions
7

 
9

Depreciation
(25
)
 
(30
)
Effect of exchange rate changes
(5
)
 
2

Ending balance
$
223

 
$
233


v3.20.1
Financing Agreements (Tables)
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Components of long-term debt
Long-term debt presented on our consolidated balance sheets as of March 31, 2020 and December 31, 2019 consisted of the following debt securities issued by CF Industries:
 
Effective Interest Rate
 
March 31, 2020
 
December 31, 2019
 
 
Principal
 
Carrying Amount (1)
 
Principal
 
Carrying Amount (1)
 
 
 
(in millions)
Public Senior Notes:
 
 
 
 
 
 
 
 
 
3.450% due June 2023
3.562%
 
750

 
748

 
750

 
747

5.150% due March 2034
5.279%
 
750

 
740

 
750

 
740

4.950% due June 2043
5.031%
 
750

 
742

 
750

 
742

5.375% due March 2044
5.465%
 
750

 
741

 
750

 
741

Senior Secured Notes:
 
 
 
 
 
 
 
 
 
3.400% due December 2021
3.782%
 
250

 
248

 
250

 
248

4.500% due December 2026
4.759%
 
750

 
739

 
750

 
739

Total long-term debt
 
 
$
4,000

 
$
3,958

 
$
4,000

 
$
3,957

_______________________________________________________________________________
(1) 
Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was $10 million as of both March 31, 2020 and December 31, 2019, and total deferred debt issuance costs were $32 million and $33 million as of March 31, 2020 and December 31, 2019, respectively. 
v3.20.1
Fair Value Measurements
3 Months Ended
Mar. 31, 2020
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
Our cash and cash equivalents and other investments consist of the following:
 
March 31, 2020
 
Cost Basis
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
 
(in millions)
Cash
$
53

 
$

 
$

 
$
53

Cash equivalents:
 
 
 
 
 
 
 
U.S. and Canadian government obligations
680

 

 

 
680

Other debt securities
20

 

 

 
20

Total cash and cash equivalents
$
753

 
$

 
$

 
$
753

Nonqualified employee benefit trusts
16

 
2

 

 
18

 
December 31, 2019
 
Cost Basis
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
 
(in millions)
Cash
$
59

 
$

 
$

 
$
59

Cash equivalents:
 
 
 
 
 
 
 
U.S. and Canadian government obligations
211

 

 

 
211

Other debt securities
17

 

 

 
17

Total cash and cash equivalents
$
287

 
$

 
$

 
$
287

Nonqualified employee benefit trusts
17

 
2

 

 
19


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 March 31, 2020 and December 31, 2019 that are recognized at fair value on a recurring basis, and indicate the fair value hierarchy utilized to determine such fair value:
 
March 31, 2020
 
Total Fair
Value
 
Quoted Prices
in Active
Markets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
(in millions)
Cash equivalents
$
700

 
$
700

 
$

 
$

Nonqualified employee benefit trusts
18

 
18

 

 

Embedded derivative liability
(19
)
 

 
(19
)
 

 
December 31, 2019
 
Total Fair
Value
 
Quoted Prices
in Active
Markets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
(in millions)
Cash equivalents
$
228

 
$
228

 
$

 
$

Nonqualified employee benefit trusts
19

 
19

 

 

Derivative liabilities
(12
)
 

 
(12
)
 

Embedded derivative liability
(20
)
 

 
(20
)
 


Cash Equivalents
As of March 31, 2020 and December 31, 2019, 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. Changes in the fair value of equity securities in the trust assets are recognized through earnings.
Derivative Instruments
The derivative instruments that we may 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.
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. Since 2016, our credit ratings have been below certain levels and, as a result, we made an annual payment of $5 million to CHS in the fourth quarter of each year. These payments will continue on a yearly basis until the earlier of the date that our credit rating is upgraded to or above certain levels by two of the three specified credit rating agencies or February 1, 2026. This obligation is recognized on our consolidated balance sheets as an embedded derivative. As of March 31, 2020 and December 31, 2019, the embedded derivative liability of $19 million and $20 million, respectively, is included in other current liabilities and other liabilities on our consolidated balance sheets. Included in other operating—net in our consolidated statements of operations for the three months ended March 31, 2020 and 2019 is a net (gain) loss of $(1) million and $1 million, respectively.
The inputs into the fair value measurement 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.
See Note 13—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:
 
March 31, 2020
 
December 31, 2019
 
Carrying
Amount
 
Fair Value
 
Carrying
Amount
 
Fair Value
 
(in millions)
Long-term debt
$
3,958

 
$
3,970

 
$
3,957

 
$
4,295


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
We also have assets and liabilities that may be measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment, when there is allocation of purchase price in an acquisition or when a new liability is being established that requires fair value measurement. These include long-lived assets, goodwill and other intangible assets and investments in unconsolidated subsidiaries, such as equity method investments, which may be written down to fair value as a result of impairment. The fair value measurements related to each of these rely primarily on Company-specific inputs and the Company’s assumptions about the use of the assets. Since certain of the Company’s assumptions would involve inputs that are not observable, these fair values would reside within Level 3 of the fair value hierarchy.
v3.20.1
Inventories
3 Months Ended
Mar. 31, 2020
Inventory Disclosure [Abstract]  
Inventories Inventories
Inventories consist of the following:
 
March 31,
2020
 
December 31,
2019
 
(in millions)
Finished goods
$
336

 
$
311

Raw materials, spare parts and supplies
43

 
40

Total inventories
$
379

 
$
351


v3.20.1
Subsequent Events (Notes)
3 Months Ended
Mar. 31, 2020
Subsequent Events [Abstract]  
Subsequent Events [Text Block]
17.   Subsequent Events
In April 2020, due to confidence in the functioning of the credit markets and strong nitrogen fertilizer business conditions, we repaid the $500 million of borrowings that were outstanding under the Revolving Credit Agreement as of March 31, 2020. See Note 12—Financing Agreements for additional information.
In the second quarter of 2020, we received income tax refunds of $68 million, including interest, related to the income tax matter of the Terra Amended Tax Returns. In addition, we received notification that the Joint Committee approved the IRS audit report relating to the withholding tax matter of the Terra Amended Tax Returns. See Note 10—Income Taxes for additional information.
v3.20.1
Noncontrolling Interest
3 Months Ended
Mar. 31, 2020
Noncontrolling Interest [Abstract]  
Noncontrolling Interest Noncontrolling Interest
We have a strategic venture with CHS under which they own 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.
 
2020
 
2019
 
(in millions)
Noncontrolling interest:
 
 
 
Balance as of January 1
$
2,740

 
$
2,773

Earnings attributable to noncontrolling interest
23

 
28

Declaration of distributions payable
(88
)
 
(86
)
Balance as of March 31
$
2,675

 
$
2,715

Distributions payable to noncontrolling interest:
 
 
 
Balance as of January 1
$

 
$

Declaration of distributions payable
88

 
86

Distributions to noncontrolling interest
(88
)
 
(86
)
Balance as of March 31
$

 
$


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.
v3.20.1
Inventories (Tables)
3 Months Ended
Mar. 31, 2020
Inventory Disclosure [Abstract]  
Schedule of inventories
Inventories consist of the following:
 
March 31,
2020
 
December 31,
2019
 
(in millions)
Finished goods
$
336

 
$
311

Raw materials, spare parts and supplies
43

 
40

Total inventories
$
379

 
$
351


v3.20.1
Background and Basis of Presentation
3 Months Ended
Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Background and Basis of Presentation  Background and Basis of Presentation
We are a leading global manufacturer and distributor of nitrogen products for fertilizer, emissions abatement and other industrial applications. We operate manufacturing complexes in the United States, Canada and the United Kingdom, which are among the most cost-advantaged, efficient and flexible in the world, and an extensive storage, transportation and distribution network in North America. Our 3,000 employees focus on safe and reliable operations, environmental stewardship and disciplined capital and corporate management, driving our strategy to leverage and sustainably grow the world’s most advantaged nitrogen and chemicals platform to serve customers and create long-term shareholder value. Our principal customers are cooperatives, independent fertilizer distributors, traders, wholesalers and industrial users. Our principal nitrogen fertilizer products are anhydrous ammonia (ammonia), 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, and compound fertilizer products (NPKs), which are granular fertilizer products for which the nutrient content is a combination of nitrogen, phosphorus and potassium.
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, 2019, 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.
The accompanying unaudited interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements and related disclosures included in our 2019 Annual Report on Form 10-K filed with the SEC on February 24, 2020. The preparation of the unaudited interim consolidated financial statements requires us to make use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the unaudited consolidated financial statements and the reported revenues and expenses for the periods presented. Significant estimates and assumptions are used for, but are not limited to, net realizable value of inventories, environmental remediation liabilities, environmental and litigation contingencies, the cost of customer incentives, useful lives of property and identifiable intangible assets, the assumptions used in the evaluation of potential impairments of property, investments, identifiable intangible assets and goodwill, income tax and valuation reserves, allowances for doubtful accounts receivable, the measurement of the fair values of investments for which markets are not active, assumptions used in the determination of the funded status and annual expense of defined benefit pension and other postretirement benefit plans and the assumptions used in the valuation of stock-based compensation awards granted to employees.
v3.20.1
Fair Value Measurements (Details 2) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Dec. 31, 2019
Mar. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Assets and liabilities measured at fair value on a recurring basis            
Payments for Strategic Venture Compliance $ 5 $ 5   $ 5 $ 5 $ 5
Unrealized Loss on Embedded Derivative Instrument (1)   $ 1      
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 3,970 4,295        
Reported Value Measurement            
Assets and liabilities measured at fair value on a recurring basis            
Fair value of long-term debt, including current portion 3,958 3,957        
Recurring basis            
Assets and liabilities measured at fair value on a recurring basis            
Cash equivalents 700 228        
Nonqualified employee benefit trusts 18 19        
Derivative Liability   12        
Embedded derivative liability (19) (20)        
Recurring basis | Quoted Prices in Active Markets (Level 1)            
Assets and liabilities measured at fair value on a recurring basis            
Cash equivalents 700 228        
Nonqualified employee benefit trusts 18 19        
Derivative Liability   0        
Embedded derivative liability 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   12        
Embedded derivative liability (19) (20)        
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        
Embedded derivative liability $ 0 $ 0        
v3.20.1
Revenue Recognition - Performance Obligations (Details)
$ in Millions
Mar. 31, 2020
USD ($)
Revenue from Contract with Customer [Abstract]  
Amount of remaining performance obligation $ 1,000
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 $ 258
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-04-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Percent 25.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Percent 42.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Percent 42.00%
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 33.00%
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 33.00%
v3.20.1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Mar. 31, 2020
Dec. 31, 2019
Statement of Financial Position [Abstract]    
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, shares authorized 50,000,000 50,000,000
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized 500,000,000 500,000,000
Common stock, shares issued 216,610,856 216,023,826
Treasury stock, shares 2,813,869 0
v3.20.1
Goodwill and Other Intangible Assets (Details)
$ in Millions
3 Months Ended
Mar. 31, 2020
USD ($)
Goodwill  
Goodwill, Beginning Balance $ 2,365
Effect of exchange rate changes (19)
Goodwill, Ending Balance 2,346
Ammonia  
Goodwill  
Goodwill, Beginning Balance 587
Effect of exchange rate changes (2)
Goodwill, Ending Balance 585
Granular Urea  
Goodwill  
Goodwill, Beginning Balance 828
Effect of exchange rate changes (1)
Goodwill, Ending Balance 827
UAN  
Goodwill  
Goodwill, Beginning Balance 576
Effect of exchange rate changes 0
Goodwill, Ending Balance 576
AN  
Goodwill  
Goodwill, Beginning Balance 302
Effect of exchange rate changes (14)
Goodwill, Ending Balance 288
Other  
Goodwill  
Goodwill, Beginning Balance 72
Effect of exchange rate changes (2)
Goodwill, Ending Balance $ 70
v3.20.1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2020
May 04, 2020
Document and Entity Information    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2020  
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, Suite 400  
Entity Address, City or Town Deerfield,  
Entity Address, State or Province IL  
Entity Address, Postal Zip Code 60015  
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   213,797,277
Entity Central Index Key 0001324404  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q1