CF Industries Holdings, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 (in millions, except per share amounts) Net sales $ 847 $ 1,038 $ 3,022 $ 3,541 Cost of sales 764 810 2,401 2,594 Gross margin 83 228 621 947 Selling, general and administrative expenses 49 56 154 176 Other operating—net ( 4 ) ( 30 ) 8 ( 63 ) Total other operating costs and expenses 45 26 162 113 Equity in earnings (losses) of operating affiliate 2 ( 14 ) 8 ( 6 ) Operating earnings 40 188 467 828 Interest expense 48 63 141 182 Interest income — ( 4 ) ( 18 ) ( 12 ) Other non-operating—net 1 ( 4 ) ( 2 ) ( 7 ) (Loss) earnings before income taxes ( 9 ) 133 346 665 Income tax (benefit) provision ( 13 ) 19 33 113 Net earnings 4 114 313 552 Less: Net earnings attributable to noncontrolling interest 32 49 83 114 Net (loss) earnings attributable to common stockholders $ ( 28 ) $ 65 $ 230 $ 438 Net (loss) earnings per share attributable to common stockholders: Basic $ ( 0.13 ) $ 0.29 $ 1.07 $ 1.98 Diluted $ ( 0.13 ) $ 0.29 $ 1.07 $ 1.97 Weighted-average common shares outstanding: Basic 213.9 219.0 215.0 221.2 Diluted 213.9 220.7 215.3 222.5 Dividends declared per common share $ 0.30 $ 0.30 $ 0.90 $ 0.90 See accompanying Notes to Unaudited Consolidated Financial Statements. 1 Table of Contents CF INDUSTRIES HOLDINGS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 (in millions) Net earnings $ 4 $ 114 $ 313 $ 552 Other comprehensive income (loss): Foreign currency translation adjustment—net of taxes 41 ( 32 ) ( 30 ) ( 8 ) Defined benefit plans—net of taxes ( 3 ) 2 8 5 38 ( 30 ) ( 22 ) ( 3 ) Comprehensive income 42 84 291 549 Less: Comprehensive income attributable to noncontrolling interest 32 49 83 114 Comprehensive income attributable to common stockholders $ 10 $ 35 $ 208 $ 435 See accompanying Notes to Unaudited Consolidated Financial Statements. 2 Table of Contents CF INDUSTRIES HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) September 30, 2020 December 31, 2019 (in millions, except share and per share amounts) Assets Current assets: Cash and cash equivalents $ 553 $ 287 Accounts receivable—net 234 242 Inventories 298 351 Prepaid income taxes 53 71 Other current assets 33 23 Total current assets 1,171 974 Property, plant and equipment—net 7,724 8,170 Investment in affiliate 86 88 Goodwill 2,357 2,365 Operating lease right-of-use assets 284 280 Other assets 309 295 Total assets $ 11,931 $ 12,172 Liabilities and Equity Current liabilities: Accounts payable and accrued expenses $ 424 $ 437 Income taxes payable 3 1 Customer advances 143 119 Current operating lease liabilities 93 90 Other current liabilities 18 18 Total current liabilities 681 665 Long-term debt 3,960 3,957 Deferred income taxes 1,201 1,246 Operating lease liabilities 195 193 Other liabilities 419 474 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— 213,937,036 shares issued and 2019— 216,023,826 shares issued 2 2 Paid-in capital 1,308 1,303 Retained earnings 1,905 1,958 Treasury stock—at cost, 2020— 27,392 shares and 2019— 0 shares ( 1 ) — Accumulated other comprehensive loss ( 388 ) ( 366 ) Total stockholders’ equity 2,826 2,897 Noncontrolling interest 2,649 2,740 Total equity 5,475 5,637 Total liabilities and equity $ 11,931 $ 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 June 30, 2020 $ 2 $ — $ 1,300 $ 1,997 $ ( 426 ) $ 2,873 $ 2,703 $ 5,576 Net (loss) earnings — — — ( 28 ) — ( 28 ) 32 4 Other comprehensive income — — — — 38 38 — 38 Acquisition of treasury stock under employee stock plans — ( 1 ) — — — ( 1 ) — ( 1 ) Issuance of $ 0.01 par value common stock under employee stock plans — — 1 — — 1 — 1 Stock-based compensation expense — — 7 — — 7 — 7 Cash dividends ($ 0.30 per share) — — — ( 64 ) — ( 64 ) — ( 64 ) Distribution declared to noncontrolling interest — — — — — — ( 86 ) ( 86 ) Balance as of September 30, 2020 $ 2 $ ( 1 ) $ 1,308 $ 1,905 $ ( 388 ) $ 2,826 $ 2,649 $ 5,475 Balance as of December 31, 2019 $ 2 $ — $ 1,303 $ 1,958 $ ( 366 ) $ 2,897 $ 2,740 $ 5,637 Net earnings — — — 230 — 230 83 313 Other comprehensive loss — — — — ( 22 ) ( 22 ) — ( 22 ) Purchases of treasury stock — ( 100 ) — — — ( 100 ) — ( 100 ) Retirement of treasury stock — 107 ( 17 ) ( 90 ) — — — — Acquisition of treasury stock under employee stock plans — ( 10 ) — — — ( 10 ) — ( 10 ) Issuance of $ 0.01 par value common stock under employee stock plans — 2 2 — — 4 — 4 Stock-based compensation expense — — 20 — — 20 — 20 Cash dividends ($ 0.90 per share) — — — ( 193 ) — ( 193 ) — ( 193 ) Distributions declared to noncontrolling interest — — — — — — ( 174 ) ( 174 ) Balance as of September 30, 2020 $ 2 $ ( 1 ) $ 1,308 $ 1,905 $ ( 388 ) $ 2,826 $ 2,649 $ 5,475 (Continued) CONSOLIDATED STATEMENTS OF EQUITY (Continued) (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 June 30, 2019 $ 2 $ ( 2 ) $ 1,299 $ 2,111 $ ( 344 ) $ 3,066 $ 2,752 $ 5,818 Net earnings — — — 65 — 65 49 114 Other comprehensive loss — — — — ( 30 ) ( 30 ) — ( 30 ) Purchases of treasury stock — ( 72 ) — — — ( 72 ) — ( 72 ) Issuance of $ 0.01 par value common stock under employee stock plans — — 11 — — 11 — 11 Stock-based compensation expense — — 7 — — 7 — 7 Cash dividends ($ 0.30 per share) — — — ( 67 ) — ( 67 ) — ( 67 ) Distribution declared to noncontrolling interest — — — — — — ( 100 ) ( 100 ) Balance as of September 30, 2019 $ 2 $ ( 74 ) $ 1,317 $ 2,109 $ ( 374 ) $ 2,980 $ 2,701 $ 5,681 Balance as of December 31, 2018 $ 2 $ ( 504 ) $ 1,368 $ 2,463 $ ( 371 ) $ 2,958 $ 2,773 $ 5,731 Net earnings — — — 438 — 438 114 552 Other comprehensive loss — — — — ( 3 ) ( 3 ) — ( 3 ) Purchases of treasury stock — ( 250 ) — — — ( 250 ) — ( 250 ) Retirement of treasury stock — 682 ( 90 ) ( 592 ) — — — — Acquisition of treasury stock under employee stock plans — ( 4 ) — — — ( 4 ) — ( 4 ) Issuance of $ 0.01 par value common stock under employee stock plans — 2 15 — — 17 — 17 Stock-based compensation expense — — 24 — — 24 — 24 Cash dividends ($ 0.90 per share) — — — ( 200 ) — ( 200 ) — ( 200 ) Distributions declared to noncontrolling interest — — — — — — ( 186 ) ( 186 ) Balance as of September 30, 2019 $ 2 $ ( 74 ) $ 1,317 $ 2,109 $ ( 374 ) $ 2,980 $ 2,701 $ 5,681 See accompanying Notes to Unaudited Consolidated Financial Statements. 4 Table of Contents CF INDUSTRIES HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine months ended September 30, 2020 2019 (in millions) Operating Activities: Net earnings $ 313 $ 552 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 662 663 Deferred income taxes ( 74 ) 116 Stock-based compensation expense 20 24 Unrealized net (gain) loss on natural gas derivatives ( 12 ) 3 Unrealized loss on embedded derivative 2 3 Loss (gain) on disposal of property, plant and equipment 14 ( 43 ) Undistributed (earnings) losses of affiliate—net of taxes ( 2 ) 3 Changes in: Accounts receivable—net 7 ( 79 ) Inventories 29 17 Accrued and prepaid income taxes 50 12 Accounts payable and accrued expenses ( 42 ) ( 67 ) Customer advances 25 35 Other—net ( 51 ) ( 36 ) Net cash provided by operating activities 941 1,203 Investing Activities: Additions to property, plant and equipment ( 206 ) ( 297 ) Proceeds from sale of property, plant and equipment 2 71 Distribution received from unconsolidated affiliate 1 — Insurance proceeds for property, plant and equipment 2 15 Net cash used in investing activities ( 201 ) ( 211 ) Financing Activities: Proceeds from short-term borrowings 500 — Repayments of short-term borrowings ( 500 ) — Dividends paid on common stock ( 193 ) ( 200 ) Distributions to noncontrolling interest ( 174 ) ( 186 ) Purchases of treasury stock ( 100 ) ( 280 ) Issuances of common stock under employee stock plans 4 17 Shares withheld for taxes ( 10 ) ( 4 ) Net cash used in financing activities ( 473 ) ( 653 ) Effect of exchange rate changes on cash and cash equivalents ( 1 ) ( 2 ) Increase in cash and cash equivalents 266 337 Cash and cash equivalents at beginning of period 287 682 Cash and cash equivalents at end of period $ 553 $ 1,019 See accompanying Notes to Unaudited Consolidated Financial Statements. 5 Table of Contents CF INDUSTRIES HOLDINGS, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. Background and Basis of Presentation We are a leading global manufacturer of hydrogen and nitrogen products for clean energy, emissions abatement, fertilizer, 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 our hydrogen and nitrogen 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2019, 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. 6 Table of Contents CF INDUSTRIES HOLDINGS, INC. 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 and nine months ended September 30, 2020 and 2019: Ammonia Granular Urea UAN AN Other Total (in millions) Three months ended September 30, 2020 North America $ 116 $ 222 $ 221 $ 41 $ 56 $ 656 Europe and other 49 27 27 68 20 191 Total revenue $ 165 $ 249 $ 248 $ 109 $ 76 $ 847 Three months ended September 30, 2019 North America $ 152 $ 289 $ 278 $ 41 $ 63 $ 823 Europe and other 35 38 31 95 16 215 Total revenue $ 187 $ 327 $ 309 $ 136 $ 79 $ 1,038 Ammonia Granular Urea UAN AN Other Total (in millions) Nine months ended September 30, 2020 North America $ 614 $ 865 $ 739 $ 138 $ 171 $ 2,527 Europe and other 108 50 52 205 80 495 Total revenue $ 722 $ 915 $ 791 $ 343 $ 251 $ 3,022 Nine months ended September 30, 2019 North America $ 755 $ 1,037 $ 866 $ 141 $ 190 $ 2,989 Europe and other 92 66 68 248 78 552 Total revenue $ 847 $ 1,103 $ 934 $ 389 $ 268 $ 3,541 As of September 30, 2020 and December 31, 2019, we had $ 143 million and $ 119 million, respectively, in customer advances on our consolidated balance sheets. During the nine months ended September 30, 2020 and 2019, substantially all of the customer advances on our consolidated balance sheet at the beginning of each respective period were recognized as revenue. 7 Table of Contents CF INDUSTRIES HOLDINGS, INC. 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 September 30, 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 September 30, 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 $ 892 million. We expect to recognize approximately 13 % of these performance obligations as revenue in the remainder of 2020, approximately 49 % as revenue during 2021 and 2022, and approximately 38 % 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 $ 225 million as of September 30, 2020. We monitor the ability of our customers to meet their purchase obligations, which could be impacted by the ongoing coronavirus disease 2019 (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 were satisfied in 2020. 4. Net (Loss) Earnings Per Share Net (loss) earnings per share were computed as follows: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 (in millions, except per share amounts) Net (loss) earnings attributable to common stockholders $ ( 28 ) $ 65 $ 230 $ 438 Basic (loss) earnings per common share: Weighted-average common shares outstanding 213.9 219.0 215.0 221.2 Net (loss) earnings attributable to common stockholders $ ( 0.13 ) $ 0.29 $ 1.07 $ 1.98 Diluted (loss) earnings per common share: Weighted-average common shares outstanding 213.9 219.0 215.0 221.2 Dilutive common shares—stock-based awards — 1.7 0.3 1.3 Diluted weighted-average shares outstanding 213.9 220.7 215.3 222.5 Net (loss) earnings attributable to common stockholders $ ( 0.13 ) $ 0.29 $ 1.07 $ 1.97 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 3.1 million and 3.3 million in the three and nine months ended September 30, 2020, respectively, and 1.4 million and 1.5 million in the three and nine months ended September 30, 2019, respectively. 5. Inventories Inventories consist of the following: September 30, 2020 December 31, 2019 (in millions) Finished goods $ 259 $ 311 Raw materials, spare parts and supplies 39 40 Total inventories $ 298 $ 351 8 Table of Contents CF INDUSTRIES HOLDINGS, INC. 6. Property, Plant and Equipment—Net Property, plant and equipment—net consists of the following: September 30, 2020 December 31, 2019 (in millions) Land $ 67 $ 71 Machinery and equipment 12,389 12,338 Buildings and improvements 891 890 Construction in progress 307 236 Property, plant and equipment (1) 13,654 13,535 Less: Accumulated depreciation and amortization 5,930 5,365 Property, plant and equipment—net $ 7,724 $ 8,170 _______________________________________________________________________________ (1) As of September 30, 2020 and December 31, 2019, we had property, plant and equipment that was accrued but unpaid of approximately $ 73 million and $ 42 million, respectively. As of September 30, 2019 and December 31, 2018, we had property, plant and equipment that was accrued but unpaid of $ 61 million and $ 48 million, respectively. Depreciation and amortization related to property, plant and equipment was $ 207 million and $ 650 million for the three and nine months ended September 30, 2020, respectively, and $ 218 million and $ 648 million for the three and nine months ended September 30, 2019, respectively. During the first quarter of 2019, we entered into an agreement to sell our Pine Bend dry bulk storage and logistics facility in Minnesota. In April 2019, we completed the sale, received proceeds of $ 55 million and recognized a pre-tax gain of $ 45 million. The gain is reflected in other operating—net in our consolidated statement of operations for the nine months ended September 30, 2019. 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: Nine months ended September 30, 2020 2019 (in millions) Net capitalized turnaround costs: Beginning balance $ 246 $ 252 Additions 68 94 Depreciation ( 77 ) ( 85 ) Effect of exchange rate changes ( 2 ) — Ending balance $ 235 $ 261 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. 9 Table of Contents CF INDUSTRIES HOLDINGS, INC. 7. Goodwill and Other Intangible Assets The following table shows the carrying amount of goodwill by reportable segment as of September 30, 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 ( 1 ) — — ( 6 ) ( 1 ) ( 8 ) Balance as of September 30, 2020 $ 586 $ 828 $ 576 $ 296 $ 71 $ 2,357 All of our identifiable intangible assets have definite lives and are presented in other assets on our consolidated balance sheets at gross carrying amount, net of accumulated amortization, as follows: September 30, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net (in millions) Customer relationships $ 128 $ ( 49 ) $ 79 $ 131 $ ( 45 ) $ 86 Trade names 31 ( 8 ) 23 31 ( 7 ) 24 Total intangible assets $ 159 $ ( 57 ) $ 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 was $ 2 million and $ 6 million for the three and nine months ended September 30, 2020, respectively, and $ 2 million and $ 6 million for the three and nine months ended September 30, 2019, respectively. 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 $ 2 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 September 30, 2020, the total carrying value of our equity method investment in PLNL was $ 86 million, $ 43 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. 10 Table of Contents CF INDUSTRIES HOLDINGS, INC. 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 $ 14 million and $ 37 million for the three and nine months ended September 30, 2020, respectively, and $ 12 million and $ 46 million for the three and nine months ended September 30, 2019, respectively. The Trinidadian tax authority (the Board of Inland Revenue) issued a proposed tax assessment against PLNL with respect to tax years 2011 and 2012 in the amount of approximately $ 12 million. The proposed assessment asserted that PLNL should have withheld tax at a higher rate on dividends paid to its Trinidadian owners. The Board of Inland Revenue also would have assessed statutory interest and penalties on the amount of tax owed when a final assessment was issued for the tax years 2011 and 2012. As we own a 50 % interest in PLNL, our effective share of any assessment that is determined to be a liability of PLNL would be 50 %, which would be reflected as a reduction in our equity in earnings of PLNL. During the third quarter of 2019, the Trinidadian government offered a tax amnesty period that provided taxpayers the opportunity to pay any prior year tax obligations and avoid accumulated interest or penalties. During the tax amnesty period, PLNL evaluated the proposed assessment, including considering the outcome of certain recent legal cases involving other taxpayers. As a result of this evaluation, in the third quarter of 2019, PLNL paid withholding tax to the Board of Inland Revenue under the amnesty program for tax years back to 2011, and recognized a charge for $ 32 million. Our 50 % share of PLNL’s tax charge is $ 16 million, which reduced our equity in earnings of operating affiliate for the three and nine months ended September 30, 2019. 9. Fair Value Measurements Our cash and cash equivalents and other investments consist of the following: September 30, 2020 Cost Basis Unrealized Gains Unrealized Losses Fair Value (in millions) Cash $ 100 $ — $ — $ 100 Cash equivalents: U.S. and Canadian government obligations 439 — — 439 Other debt securities 14 — — 14 Total cash and cash equivalents $ 553 $ — $ — $ 553 Nonqualified employee benefit trusts 16 3 — 19 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. 11 Table of Contents CF INDUSTRIES HOLDINGS, INC. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables present assets and liabilities included in our consolidated balance sheets as of September 30, 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: September 30, 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 $ 453 $ 453 $ — $ — Nonqualified employee benefit trusts 19 19 — — Embedded derivative liability ( 22 ) — ( 22 ) — 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 September 30, 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. 12 Table of Contents CF INDUSTRIES HOLDINGS, INC. 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 September 30, 2020 and December 31, 2019, the embedded derivative liability of $ 22 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 nine months ended September 30, 2020 and 2019 is a net loss of $ 2 million and $ 3 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: September 30, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value (in millions) Long-term debt $ 3,960 $ 4,582 $ 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. 13 Table of Contents CF INDUSTRIES HOLDINGS, INC. 10. Income Taxes For the three months ended September 30, 2020, we recorded an income tax benefit of $ 13 million on a pre-tax loss of $ 9 million, or an effective tax rate of 155.0 %, compared to an income tax provision of $ 19 million on pre-tax income of $ 133 million, or an effective tax rate of 14.6 %, for the three months ended September 30, 2019. For the nine months ended September 30, 2020, we recorded an income tax provision of $ 33 million on pre-tax income of $ 346 million or an effective tax rate of 9.4 %, compared to an income tax provision of $ 113 million on pre-tax income of $ 665 million, or an effective tax rate of 17.1 %, for the nine months ended September 30, 2019. For the nine months ended September 30, 2020, our income tax provision includes a $ 25 million benefit related to the settlement of certain U.S. and foreign income tax audits, which primarily related to the settlement of the audit of the Terra amended tax returns, which is further described below. For the nine months ended September 30, 2019, our income tax provision 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 September 30, 2020 of 155.0 %, which is based on a pre-tax loss of $ 9 million, including $ 32 million of earnings attributable to the noncontrolling interest, would be 121.6 percentage points lower if based on pre-tax loss exclusive of the $ 32 million of earnings attributable to the noncontrolling interest. Our effective tax rate for the three months ended September 30, 2019 of 14.6 %, which is based on pre-tax income of $ 133 million, including $ 49 million attributable to the noncontrolling interest, would be 8.5 percentage points higher if based on pre-tax income exclusive of the $ 49 million attributable to the noncontrolling interest. Our effective tax rate for the nine months ended September 30, 2020 of 9.4 %, which is based on pre-tax income of $ 346 million, including $ 83 million attributable to the noncontrolling interest, would be 3.0 percentage points higher if based on pre-tax income exclusive of the $ 83 million attributable to the noncontrolling interest. Our effective tax rate for the nine months ended September 30, 2019 of 17.1 %, which is based on pre-tax income of $ 665 million, including $ 114 million attributable to the noncontrolling interest, would be 3.5 percentage points higher if based on pre-tax income exclusive of the $ 114 million attributable to the noncontrolling interest. See Note 13—Noncontrolling Interest for additional information. During the third quarter of 2020, as a result of an intercompany transaction with a foreign affiliate, we recognized a capital loss, which we will carry forward, and for which we recorded a deferred tax asset of approximately $ 90 million. However, as the foreign affiliate has operations that do not normally generate capital gains and no practical plans to do so in the future, we established a full valuation allowance of approximately $ 90 million against the deferred tax asset. As a result, there was no net impact on our income tax provision. 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 We completed the acquisition of Terra Industries Inc. (Terra) in April 2010. After the acquisition, we 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 we amended certain tax returns, including Terra’s income and withholding tax returns, back to 1999 (the Amended 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. 14 Table of Contents CF INDUSTRIES HOLDINGS, INC. 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 late 2019, we received notification that the Joint Committee had approved the IRS audit reports and related income tax refunds relating to the income tax related matter. Therefore, 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 other 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 notification that the Joint Committee approved the IRS audit report and related withholding tax refunds relating to the withholding tax matter and we received IRS Notices indicating the amount of tax and interest to be refunded and received with respect to the withholding tax matter and the income tax matter. As a result of these events, in the second quarter of 2020, we recognized $ 16 million of interest income and $ 16 million of income tax benefit, which consisted of the following: • additional interest income of $ 16 million ($ 13 million, net of tax) related to both the income tax matter and the withholding tax matter, • a reduction in our liabilities for unrecognized tax benefits of $ 12 million with a corresponding reduction in income tax expense related to the withholding tax matter, and • an additional income tax benefit of $ 7 million related to the income tax matter. We received income tax refunds, including interest, of $ 108 million relating to these matters in the second quarter of 2020, consisting of $ 68 million related to the income tax matter and $ 40 million related to the withholding tax matter. In the third quarter of 2020, we received an additional $ 2 million related to the withholding tax matter, which finalized these matters with the IRS. As a result of the finalization of the income tax matter and the withholding tax matter, all U.S. federal tax years commencing before January 1, 2012 are now closed. Canada Revenue Agency Notices of Reassessment In 2016, the Canada Revenue Agency (CRA) issued Notices of Reassessment for tax years 2006 through 2009 to one of our Canadian affiliates asserting a disallowance of certain patronage allocations. The tax assessments totaled CAD $ 174 million (or approximately $ 131 million), including provincial taxes but excluding any interest or penalties. We filed a Notice of Objection with respect to the Notices of Reassessment with the CRA and we have posted a CAD $ 98 million bond (or approximately $ 74 million) in lieu of paying the additional tax liability assessed. In 2017, we made a request with United States Competent Authority (USCA) to include the Company’s dispute with CRA for consideration under the bilateral settlement provisions of the US-Canada Tax Treaty (the Treaty). We also filed a companion request with Canadian Competent Authority (CASD) since this matter ultimately involves the allocation of profits and deductions between Canada and the United States. In 2018, the matter was accepted for consideration under the bilateral settlement provisions of the Treaty by both countries. Under the Treaty, USCA and CASD have two years from the commencement of discussions to reach a settlement or the matter can be referred to binding arbitration under the provisions of the Treaty. This period has been extended to expire in December 2020, and it could be further extended if agreed upon by both parties. The Company does not expect that resolution of this matter will result in a material net tax liability, because the Company would be entitled to an offsetting U.S. foreign tax credit for any incremental Canadian tax paid. Upon resolution of this matter, interest would be assessed based upon the amount of tax due. Similarly, the Company would be entitled to receive interest on the offsetting reduction in tax due to the foreign tax credit. Due to uncertainty in how each taxing authority would apply their interest calculation rules, we are not able to predict the net amount of interest that we would pay to or receive from the taxing authorities. 15 Table of Contents CF INDUSTRIES HOLDINGS, INC. 11. Interest Expense Details of interest expense are as follows: Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 (in millions) Interest on borrowings (1) $ 46 $ 57 $ 139 $ 171 Fees on financing agreements (1) 2 4 6 10 Interest on tax liabilities (2) — 3 ( 4 ) 3 Interest capitalized — ( 1 ) — ( 2 ) Total interest expense $ 48 $ 63 $ 141 $ 182 _______________________________________________________________________________ (1) See Note 12—Financing Agreements for additional information. (2) Interest on tax liabilities for the nine months ended September 30, 2020 consists of a reduction in interest accrued on the reserve for unrecognized tax benefits. 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. 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). As of September 30, 2020, we had unused borrowing capacity under the Revolving Credit Agreement of $ 750 million and no outstanding letters of credit. There were no borrowings outstanding under the Revolving Credit Agreement as of December 31, 2019. 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, which we repaid in April 2020. Maximum borrowings under the Revolving Credit Agreement during the nine months ended September 30, 2020 were $ 500 million. The weighted-average annual interest rate of borrowings under the Revolving Credit Agreement during the nine months ended September 30, 2020 was 2.05 %. There were no borrowings under the Prior Credit Agreement during the nine months ended September 30, 2019. The Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including financial covenants. As of September 30, 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 September 30, 2020, approximately $ 126 million of letters of credit were outstanding under this agreement. 16 Table of Contents CF INDUSTRIES HOLDINGS, INC. Senior Notes Long-term debt presented on our consolidated balance sheets as of September 30, 2020 and December 31, 2019 consisted of the following debt securities issued by CF Industries: Effective Interest Rate September 30, 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 % 750 741 750 740 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 % 250 249 250 248 4.500 % due December 2026 4.759 % 750 739 750 739 Total long-term debt $ 4,000 $ 3,960 $ 4,000 $ 3,957 _______________________________________________________________________________ (1) Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was $ 9 million and $ 10 million as of September 30, 2020 and December 31, 2019, respectively, and total deferred debt issuance costs were $ 31 million and $ 33 million as of September 30, 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 terms of the applicable indenture, 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) 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. 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. 17 Table of Contents CF INDUSTRIES HOLDINGS, INC. 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 83 114 Declaration of distributions payable ( 174 ) ( 186 ) Balance as of September 30 $ 2,649 $ 2,701 Distributions payable to noncontrolling interest: Balance as of January 1 $ — $ — Declaration of distributions payable 174 186 Distributions to noncontrolling interest ( 174 ) ( 186 ) Balance as of September 30 $ — $ — CHS also receives deliveries pursuant to a supply agreement under which CHS has the right to purchase annually from CFN up to approximately 1.1 million tons of granular urea and 580,000 tons of UAN at market prices. As a result of its equity interest in CFN, CHS is entitled to semi-annual cash distributions from CFN. We are also entitled to semi-annual cash distributions from CFN. The amounts of distributions from CFN to us and CHS are based generally on the profitability of CFN and determined based on the volume of granular urea and UAN sold by CFN to us and CHS pursuant to supply agreements, less a formula driven amount based primarily on the cost of natural gas used to produce the granular urea and UAN, and adjusted for the allocation of items such as operational efficiencies and overhead amounts. Additionally, under the terms of the strategic venture, we recognized an embedded derivative related to our credit rating. See Note 9—Fair Value Measurements for additional information. 18 Table of Contents CF INDUSTRIES HOLDINGS, INC. 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 nine months ended September 30, 2019, we repurchased approximately 5.7 million shares under the 2019 Share Repurchase Program for $ 250 million, of which $ 2 million was accrued and unpaid at September 30, 2019. In the first quarter of 2020, we repurchased approximately 2.6 million shares of CF Holdings common stock under the 2019 Share Repurchase Program for $ 100 million, which we retired in the second quarter of 2020. No shares were repurchased under the 2019 Share Repurchase Program in the second or third quarter of 2020. At September 30, 2020, we held 27,392 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 Total shares repurchased in 2019 7.6 337 Shares repurchased in 2020: First quarter 2.6 100 Shares repurchased as of September 30, 2020 10.2 $ 437 19 Table of Contents CF INDUSTRIES HOLDINGS, INC. 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 ) Gain arising during the period — — 5 5 Reclassification to earnings (1) — — ( 1 ) ( 1 ) Effect of exchange rate changes and deferred taxes ( 8 ) — 1 ( 7 ) Balance as of September 30, 2019 $ ( 258 ) $ 5 $ ( 121 ) $ ( 374 ) Balance as of December 31, 2019 $ ( 188 ) $ 5 $ ( 183 ) $ ( 366 ) Gain arising during the period — — 1 1 Reclassification to earnings (1) — — 5 5 Effect of exchange rate changes and deferred taxes ( 30 ) — 2 ( 28 ) Balance as of September 30, 2020 $ ( 218 ) $ 5 $ ( 175 ) $ ( 388 ) ____________________________________________________________________________ (1) Reclassifications out of accumulated other comprehensive income (loss) to earnings during the three and nine months ended September 30, 2020 and 2019 were not material. 15. 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 three 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 set for trial in 2021. 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 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. 20 Table of Contents CF INDUSTRIES HOLDINGS, INC. 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 Florida Environmental Matter On March 17, 2014, we completed the sale of our phosphate mining and manufacturing business, which was located in Florida, to The Mosaic Company (Mosaic). Pursuant to the terms of the definitive agreement executed in October 2013, Mosaic assumed the following environmental matter and we agreed to indemnify Mosaic with respect to losses arising out of the matter below, subject to a maximum indemnification cap and the other terms of the definitive agreement. Clean Air Act Notice of Violation We received a Notice of Violation (NOV) from the EPA by letter dated June 16, 2010, alleging that we violated the Prevention of Significant Deterioration (PSD) Clean Air Act regulations relating to certain projects undertaken at the former Plant City, Florida facility’s sulfuric acid plants. This NOV further alleges that the actions that are the basis for the alleged PSD violations also resulted in violations of Title V air operating permit regulations. Finally, the NOV alleges that we failed to comply with certain compliance dates established by hazardous air pollutant regulations for phosphoric acid manufacturing plants and phosphate fertilizer production plants. We had several meetings with the EPA with respect to this matter prior to our sale of the phosphate mining and manufacturing business in March 2014. We and Mosaic have separately had continued discussions with the EPA subsequent to our sale of the phosphate mining and manufacturing business with respect to this matter. We reached a settlement with the EPA and the United States Department of Justice to resolve the Plant City Clean Air Act matter, and executed a final stipulation of settlement that was approved by the United States District Court for the Middle District of Florida on August 5, 2020. The settlement required us to pay a civil penalty of $ 550,000 to the United States, but did not include any required injunctive relief or other corrective actions. Other Environmental Matters From time to time, we receive notices from governmental agencies or third parties alleging that we are a potentially responsible party at certain cleanup sites under 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. 21 Table of Contents CF INDUSTRIES HOLDINGS, INC. 16. 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 and nine months ended September 30, 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 September 30, 2020 Net sales $ 165 $ 249 $ 248 $ 109 $ 76 $ 847 Cost of sales 174 183 237 96 74 764 Gross margin $ ( 9 ) $ 66 $ 11 $ 13 $ 2 83 Total other operating costs and expenses 45 Equity in earnings of operating affiliate 2 Operating earnings $ 40 Three months ended September 30, 2019 Net sales $ 187 $ 327 $ 309 $ 136 $ 79 $ 1,038 Cost of sales 188 207 250 100 65 810 Gross margin $ ( 1 ) $ 120 $ 59 $ 36 $ 14 228 Total other operating costs and expenses 26 Equity in losses of operating affiliate ( 14 ) Operating earnings $ 188 Ammonia Granular Urea (1) UAN (1) AN (1) Other (1) Consolidated (in millions) Nine months ended September 30, 2020 Net sales $ 722 $ 915 $ 791 $ 343 $ 251 $ 3,022 Cost of sales 609 612 675 290 215 2,401 Gross margin $ 113 $ 303 $ 116 $ 53 $ 36 621 Total other operating costs and expenses 162 Equity in earnings of operating affiliate 8 Operating earnings $ 467 Nine months ended September 30, 2019 Net sales $ 847 $ 1,103 $ 934 $ 389 $ 268 $ 3,541 Cost of sales 654 686 722 308 224 2,594 Gross margin $ 193 $ 417 $ 212 $ 81 $ 44 947 Total other operating costs and expenses 113 Equity in losses of operating affiliate ( 6 ) Operating earnings $ 828 _______________________________________________________________________________ (1) The cost of the products that are upgraded into other products is transferred at cost into the upgraded product results. 22 Table of Contents CF INDUSTRIES HOLDINGS, INC.