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Cover and table of contents

10-K 1 cf-12312015x10k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K
(Mark One)
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-32597

CF INDUSTRIES HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Delaware20-2697511
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
4 Parkway North, Suite 400, Deerfield, Illinois60015
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (847) 405-2400
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each className of each exchange on which registered
Common Stock, $0.01 par value per shareNew York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý

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 ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ýAccelerated filer oNon-accelerated filer oSmaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ý

The aggregate market value of the registrant's common stock held by non-affiliates was $14,966,659,383 based on the closing sale price of common stock on June 30, 2015.

233,082,556 shares of the registrant's common stock, $0.01 par value per share, were outstanding as of January 29, 2016.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive proxy statement for its 2016 annual meeting of stockholders (Proxy Statement) are incorporated herein by reference into Part III of this Annual Report on Form 10-K. The Proxy Statement will be filed with the Securities and Exchange Commission, pursuant to Regulation 14A, not later than 120 days after the end of the 2015 fiscal year, or, if we do not file the proxy statement within such 120-day period, we will amend this Annual Report on Form 10-K to include the information required under Part III hereof not later than the end of such 120-day period.

CF INDUSTRIES HOLDINGS, INC.

TABLE OF CONTENTS

PART I
Item 1.Business1
Item 1A.Risk Factors12
Item 1B.Unresolved Staff Comments27
Item 2.Properties27
Item 3.Legal Proceedings27
Item 4.Mine Safety Disclosures28
PART II
Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities29
Item 6.Selected Financial Data30
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations32
Item 7A.Quantitative and Qualitative Disclosures About Market Risk75
Item 8.Financial Statements and Supplementary Data76
Report of Independent Registered Public Accounting Firm76
Consolidated Statements of Operations77
Consolidated Statements of Comprehensive Income78
Consolidated Balance Sheets79
Consolidated Statements of Equity80
Consolidated Statements of Cash Flows81
Notes to Consolidated Financial Statements82
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure148
Item 9A.Controls and Procedures148
Item 9B.Other Information150
PART III
Item 10.Directors, Executive Officers and Corporate Governance150
Item 11.Executive Compensation150
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters150
Item 13.Certain Relationships and Related Transactions, and Director Independence151
Item 14.Principal Accountant Fees and Services151
PART IV
Item 15.Exhibits, Financial Statement Schedules151

CF INDUSTRIES HOLDINGS, INC.

PART I

Next: Item 1. BUSINESS.