Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Report of Independent Registered Public Accounting Firm

The Stockholders and Board of Directors

CF Industries Holdings, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of CF Industries Holdings, Inc. and subsidiaries (the Company) as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 22, 2018 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

(signed) KPMG LLP

We have served as the Company’s auditor since 1983.

Chicago, Illinois

February 22, 2018

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year ended December 31,
	2017				2016				2015
	(in millions, except per share amounts)
Net sales	$	4,130			$	3,685			$	4,308
Cost of sales	3,700				2,845				2,761
Gross margin	430				840				1,547
Selling, general and administrative expenses	192				174				170
Transaction costs	—				179				57
Other operating—net	18				208				92
Total other operating costs and expenses	210				561				319
Equity in earnings (losses) of operating affiliates	9				(145		)		(35		)
Operating earnings	229				134				1,193
Interest expense	315				200				133
Interest income	(12		)		(5		)		(2		)
Loss on debt extinguishment	53				167				—
Other non-operating—net	(2		)		(2		)		4
(Loss) earnings before income taxes and equity in earnings of non-operating affiliates	(125		)		(226		)		1,058
Income tax (benefit) provision	(575		)		(68		)		396
Equity in earnings of non-operating affiliates—net of taxes	—				—				72
Net earnings (loss)	450				(158		)		734
Less: Net earnings attributable to noncontrolling interests	92				119				34
Net earnings (loss) attributable to common stockholders	$	358			$	(277	)		$	700
Net earnings (loss) per share attributable to common stockholders:
Basic	$	1.53			$	(1.19	)		$	2.97
Diluted	$	1.53			$	(1.19	)		$	2.96
Weighted-average common shares outstanding:
Basic	233.5				233.1				235.3
Diluted	233.9				233.1				236.1

See Accompanying Notes to Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Year ended December 31,
	2017				2016				2015
	(in millions)
Net earnings (loss)	$	450			$	(158	)		$	734
Other comprehensive income (loss):
Foreign currency translation adjustment—net of taxes	127				(74		)		(157		)
Derivatives—net of taxes	(1		)		—				—
Defined benefit plans—net of taxes	9				(74		)		67
	135				(148		)		(90		)
Comprehensive income (loss)	585				(306		)		644
Less: Comprehensive income attributable to noncontrolling interests	92				119				34
Comprehensive income (loss) attributable to common stockholders	$	493			$	(425	)		$	610

See Accompanying Notes to Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

	December 31,
	2017				2016
	(in millions, except share and per share amounts)
Assets
Current assets:
Cash and cash equivalents	$	835			$	1,164
Restricted cash	—				5
Accounts receivable—net	307				236
Inventories	275				339
Prepaid income taxes	33				841
Other current assets	15				70
Total current assets	1,465				2,655
Property, plant and equipment—net	9,175				9,652
Investments in affiliates	108				139
Goodwill	2,371				2,345
Other assets	344				340
Total assets	$	13,463			$	15,131
Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses	$	472			$	638
Income taxes payable	2				1
Customer advances	89				42
Other current liabilities	17				5
Total current liabilities	580				686
Long-term debt	4,692				5,778
Deferred income taxes	1,047				1,630
Other liabilities	460				545
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, 2017—233,287,799 shares issued and 2016—233,141,771 shares issued	2				2
Paid-in capital	1,397				1,380
Retained earnings	2,443				2,365
Treasury stock—at cost, 2017—710 shares and 2016—27,602 shares	—				(1		)
Accumulated other comprehensive loss	(263		)		(398		)
Total stockholders' equity	3,579				3,348
Noncontrolling interests	3,105				3,144
Total equity	6,684				6,492
Total liabilities and equity	$	13,463			$	15,131

See Accompanying Notes to Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

	Common Stockholders
	$0.01 Par Value Common Stock				Treasury Stock				Paid-In Capital				Retained Earnings				Accumulated Other Comprehensive Loss				Total Stockholders' Equity				Noncontrolling Interests				Total Equity
	(in millions)
Balance as of December 31, 2014	$	2			$	(222	)		$	1,414			$	3,175			$	(160	)		$	4,209			$	363			$	4,572
Net earnings	—				—				—				700				—				700				34				734
Other comprehensive income:
Foreign currency translation adjustment—net of taxes	—				—				—				—				(157		)		(157		)		—				(157		)
Defined benefit plans—net of taxes	—				—				—				—				67				67				—				67
Comprehensive income																					610				34				644
Purchases of treasury stock	—				(527		)		—				—				—				(527		)		—				(527		)
Retirement of treasury stock	—				597				(62		)		(535		)		—				—				—				—
Acquisition of treasury stock under employee stock plans	—				(2		)		—				—				—				(2		)		—				(2		)
Issuance of $0.01 par value common stock under employee stock plans	—				1				8				—				—				9				—				9
Stock-based compensation expense	—				—				16				—				—				16				—				16
Excess tax benefit from stock-based compensation	—				—				2				—				—				2				—				2
Cash dividends ($1.20 per share)	—				—				—				(282		)		—				(282		)		—				(282		)
Distributions declared to noncontrolling interest	—				—				—				—				—				—				(45		)		(45		)
Balance as of December 31, 2015	$	2			$	(153	)		$	1,378			$	3,058			$	(250	)		$	4,035			$	352			$	4,387
Net (loss) earnings	—				—				—				(277		)		—				(277		)		119				(158		)
Other comprehensive (loss) income:
Foreign currency translation adjustment—net of taxes	—				—				—				—				(74		)		(74		)		—				(74		)
Defined benefit plans—net of taxes	—				—				—				—				(74		)		(74		)		—				(74		)
Comprehensive (loss) income																					(425		)		119				(306		)
Retirement of treasury stock	—				150				(14		)		(136		)		—				—				—				—
Acquisition of treasury stock under employee stock plans	—				(1		)		—				—				—				(1		)		—				(1		)
Issuance of $0.01 par value common stock under employee stock plans	—				3				(3		)		—				—				—				—				—
Stock-based compensation expense	—				—				19				—				—				19				—				19
Cash dividends ($1.20 per share)	—				—				—				(280		)		—				(280		)		—				(280		)
Issuance of noncontrolling interest in CF Industries Nitrogen, LLC (CFN)	—				—				—				—				—				—				2,792				2,792
Distributions declared to noncontrolling interests.	—				—				—				—				—				—				(119		)		(119		)
Balance as of December 31, 2016	$	2			$	(1	)		$	1,380			$	2,365			$	(398	)		$	3,348			$	3,144			$	6,492
Net earnings	—				—				—				358				—				358				92				450
Other comprehensive income:
Foreign currency translation adjustment—net of taxes	—				—				—				—				127				127				—				127
Derivatives—net of taxes	—				—				—				—				(1		)		(1		)		—				(1		)
Defined benefit plans—net of taxes	—				—				—				—				9				9				—				9
Comprehensive income																					493				92				585
Issuance of $0.01 par value common stock under employee stock plans	—				1				—				—				—				1				—				1
Stock-based compensation expense	—				—				17				—				—				17				—				17
Cash dividends ($1.20 per share)	—				—				—				(280		)		—				(280		)		—				(280		)
Distributions declared to noncontrolling interests	—				—				—				—				—				—				(131		)		(131		)
Balance as of December 31, 2017	$	2			$	—			$	1,397			$	2,443			$	(263	)		$	3,579			$	3,105			$	6,684

See Accompanying Notes to Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year ended December 31,
	2017				2016				2015
	(in millions)
Operating Activities:
Net earnings (loss)	$	450			$	(158	)		$	734
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation and amortization	883				678				480
Deferred income taxes	(601		)		739				78
Stock-based compensation expense	17				19				17
Unrealized net loss (gain) on natural gas and foreign currency derivatives	61				(260		)		163
Loss on embedded derivative	4				23				—
Gain on remeasurement of CF Fertilisers UK investment	—				—				(94		)
Impairment of equity method investment in PLNL	—				134				62
(Gain) loss on sale of equity method investments	(14		)		—				43
Loss on debt extinguishment	53				167				—
Loss on disposal of property, plant and equipment	3				10				21
Undistributed losses (earnings) of affiliates—net of taxes	3				9				(3		)
Changes in:
Accounts receivable—net	(57		)		18				(4		)
Inventories	40				(7		)		(71		)
Accrued and prepaid income taxes	809				(676		)		(148		)
Accounts payable and accrued expenses	(1		)		(18		)		42
Customer advances	48				(120		)		(164		)
Other—net	(67		)		59				51
Net cash provided by operating activities	1,631				617				1,207
Investing Activities:
Additions to property, plant and equipment	(473		)		(2,211		)		(2,469		)
Proceeds from sale of property, plant and equipment	20				14				12
Proceeds from sale of equity method investment	16				—				13
Purchase of CF Fertilisers UK, net of cash acquired	—				—				(552		)
Proceeds from sale of auction rate securities	9				—				—
Distributions received from unconsolidated affiliates	14				—				—
Withdrawals from restricted cash funds	5				18				63
Other—net	1				2				(43		)
Net cash used in investing activities	(408		)		(2,177		)		(2,976		)
Financing Activities:
Proceeds from long-term borrowings	—				1,244				1,000
Payments of long-term borrowings	(1,148		)		(1,170		)		—
Proceeds from short-term borrowings	—				150				367
Payments of short-term borrowings	—				(150		)		(367		)
Payment to CHS related to credit provision	(5		)		(5		)		—
Financing fees	(1		)		(31		)		(47		)
Purchases of treasury stock	—				—				(556		)
Dividends paid on common stock	(280		)		(280		)		(282		)
Issuance of noncontrolling interest in CFN	—				2,800				—
Distributions to noncontrolling interests	(131		)		(119		)		(45		)
Issuances of common stock under employee stock plans	1				—				8
Shares withheld for taxes	—				—				(1		)
Net cash (used in) provided by financing activities	(1,564		)		2,439				77
Effect of exchange rate changes on cash and cash equivalents	12				(1		)		(19		)
(Decrease) increase in cash and cash equivalents	(329		)		878				(1,711		)
Cash and cash equivalents at beginning of period	1,164				286				1,997
Cash and cash equivalents at end of period	$	835			$	1,164			$	286

See Accompanying Notes to Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Background and Basis of Presentation

We are one of the largest manufacturers and distributors of nitrogen fertilizer and other nitrogen products in the world. Our principal customers are cooperatives, independent fertilizer distributors, farmers and industrial users. Our principal nitrogen fertilizer products are ammonia, granular urea, urea ammonium nitrate solution (UAN) and ammonium nitrate (AN). Our other nitrogen products include diesel exhaust fluid (DEF), urea liquor, nitric acid and aqua ammonia, which are sold primarily to our industrial customers, and compound fertilizer products (NPKs), which are solid granular fertilizer products for which the nutrient content is a combination of nitrogen, phosphorus and potassium. We operate world-class nitrogen manufacturing complexes in the United States, Canada and the United Kingdom, and distribute plant nutrients through a system of terminals, warehouses, and associated transportation equipment located primarily in the Midwestern United States. We also export nitrogen fertilizer products from our Donaldsonville, Louisiana and Yazoo City, Mississippi manufacturing facilities and our United Kingdom manufacturing facilities in Billingham and Ince.

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.

Our principal assets include:

•	four U.S. nitrogen fertilizer manufacturing facilities located in: Donaldsonville, Louisiana; Port Neal, Iowa; Yazoo City, Mississippi; and Woodward, Oklahoma. These facilities are owned by CF Industries Nitrogen, LLC (CFN), of which we own approximately 89% and CHS Inc. (CHS), owns the remainder. See Note 16—Noncontrolling Interests for additional information on our strategic venture with CHS;

•	an approximately 75.3% interest in Terra Nitrogen Company, L.P. (TNCLP), a publicly traded limited partnership of which we are the sole general partner and the majority limited partner and which, through its subsidiary Terra Nitrogen, Limited Partnership (TNLP), operates a nitrogen fertilizer manufacturing facility in Verdigris, Oklahoma;

•	two Canadian nitrogen fertilizer manufacturing facilities, located in Medicine Hat, Alberta and Courtright, Ontario;

•	two United Kingdom nitrogen manufacturing complexes, located in Billingham and Ince;

•	an extensive system of terminals and associated transportation equipment located primarily in the Midwestern United States; and

•	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.

On February 7, 2018, we announced that Terra Nitrogen GP Inc. (TNGP), the sole general partner of TNCLP and an indirect wholly owned subsidiary of CF Holdings, elected to exercise its right to purchase all of the 4,612,562 publicly traded common units of TNCLP on April 2, 2018, for a cash purchase price of $84.033 per unit in accordance with the terms of TNCLP’s partnership agreement. See Note 26—Subsequent Event for additional information.

2. Summary of Significant Accounting Policies

Consolidation and Noncontrolling Interests

The consolidated financial statements of CF Holdings include the accounts of CF Industries and all majority-owned subsidiaries. All significant intercompany transactions and balances have been eliminated.

TNCLP is a master limited partnership that is consolidated in the financial statements of CF Holdings. TNCLP owns the nitrogen fertilizer manufacturing facility in Verdigris, Oklahoma. We own approximately 75.3% of TNCLP and outside investors own the remaining approximately 24.7%. Partnership interests in TNCLP are traded on the New York Stock Exchange (NYSE). As a result, TNCLP files separate financial reports with the Securities and Exchange Commission (SEC). The outside investors' limited partnership interests in the partnership are included in noncontrolling interests in our consolidated financial statements. This noncontrolling interest represents the noncontrolling unitholders' interest in the partners' capital of TNCLP.

CF INDUSTRIES HOLDINGS, INC.

On February 7, 2018, we announced that TNGP elected to exercise its right to purchase all of the 4,612,562 publicly traded common units of TNCLP on April 2, 2018, for a cash purchase price of $84.033 per unit in accordance with the terms of TNCLP’s partnership agreement. See Note 26—Subsequent Event for additional information.

On February 1, 2016, CHS purchased a minority equity interest in CFN. We own approximately 89% of CFN and consolidate CFN in our financial statements. CHS' minority equity interest in CFN is included in noncontrolling interests in our consolidated financial statements, and represents CHS' interest in the membership interests of CFN.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of 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 plans, the assumptions used to determine the relative fair values of new reportable segments and the assumptions used in the valuation of stock-based compensation awards granted to employees.

Revenue Recognition

The basic criteria necessary for revenue recognition are: (1) evidence that a sales arrangement exists, (2) delivery of goods has occurred, (3) the seller's price to the buyer is fixed or determinable, and (4) collectability is reasonably assured. We recognize revenue when these criteria have been met and when title and risk of loss transfers to the customer, which can be at the plant gate, a distribution facility, a supplier location or a customer destination. Revenue from forward sales programs is recognized on the same basis as other sales (when title and risk of loss transfers to the customer) regardless of when the customer advances are received.

We offer certain incentives that typically involve rebates if a customer reaches a specified level of purchases. Customer incentives are accrued monthly and reported as a reduction in net sales. This process is intended to report sales at the ultimate net realized price and requires the use of estimates.

Shipping and handling fees billed to customers are reported in revenue. Shipping and handling costs incurred by us are included in cost of sales.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less. The carrying value of cash and cash equivalents approximates fair value.

Investments

Short-term investments and noncurrent investments are accounted for primarily as available-for-sale securities reported at fair value with changes in fair value reported in other comprehensive income unless fair value is below amortized cost (i.e., the investment is impaired) and the impairment is deemed other-than-temporary, in which case, some or all of the decline in value would be charged to earnings. The carrying values of short-term investments approximate fair values because of the short maturities and the highly liquid nature of these investments.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable includes trade receivables and non-trade receivables. Accounts receivable are recorded at face amounts less an allowance for doubtful accounts. The allowance is an estimate based on historical collection experience, current economic and market conditions, and a review of the current status of each customer's trade accounts receivable. A receivable is past due if payments have not been received within the agreed-upon invoice terms. Account balances are charged-off against the allowance when management determines that it is probable that the receivable will not be recovered.

CF INDUSTRIES HOLDINGS, INC.

Inventories

Inventories are reported at the lower of cost and net realizable value with cost determined on a first-in, first-out (FIFO) and average cost basis. Inventory includes the cost of materials, production labor and production overhead. Inventory at warehouses and terminals also includes distribution costs to move inventory to the distribution facilities. Net realizable value is reviewed at least quarterly. Fixed production costs related to idle capacity are not included in the cost of inventory but are charged directly to cost of sales in the period incurred.

Investment in Unconsolidated Affiliate

The equity method of accounting is used for investments in affiliates that we do not consolidate, but over which we have the ability to exercise significant influence. Our equity method investment for which the results are included in operating earnings consists of our 50% ownership interest in PLNL, which operates an ammonia production facility in the Republic of Trinidad and Tobago. Our share of the net earnings from this investment is reported as an element of earnings from operations because PLNL's operations provide additional production and are integrated with our supply chain and sales activities in the ammonia segment. See Note 7—Equity Method Investments for additional information.

Profits resulting from sales or purchases with equity method investees are eliminated until realized by the investee or investor, respectively. Investments in affiliates are reviewed for impairment whenever events or circumstances indicate that the carrying value may not be recoverable. When circumstances indicate that the fair value of an investment in an affiliate is less than its carrying value, and the reduction in value is other than temporary, the reduction in value is recognized immediately in earnings.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method or the units-of-production (UOP) method and are recorded over the estimated useful life of the property, plant and equipment. Useful lives are as follows:

	Years
Mobile and office equipment	3 to 10
Production facilities and related assets	2 to 30
Land improvements	10 to 30
Buildings	10 to 40

We periodically review the useful lives assigned to our property, plant and equipment, as well as estimated production capacities used to develop UOP depreciation expense, and we change the estimates to reflect the results of those reviews.

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. Plant turnarounds are accounted for under the deferral method, as opposed to the direct expense or built-in overhaul methods. Under the deferral method, expenditures related to turnarounds are capitalized in property, plant and equipment when incurred and amortized to production costs on a straight-line basis over the period benefited, which is until the next scheduled turnaround in up to five years. If the direct expense method were used, all turnaround costs would be expensed as incurred. Internal employee costs and overhead amounts are not considered turnaround costs and are not capitalized. Turnaround costs are classified as investing activities in the consolidated statements of cash flows. See Note 5—Property, Plant and Equipment—Net for additional information.

Recoverability of Long-Lived Assets

We review property, plant and equipment and other long-lived assets in order to assess recoverability based on expected future undiscounted cash flows whenever events or circumstances indicate that the carrying value may not be recoverable. If the sum of the expected future net cash flows is less than the carrying value, an impairment loss is recognized. The impairment loss is measured as the amount by which the carrying value exceeds the fair value of the asset.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price of an acquired entity over the amounts assigned to the assets acquired and liabilities assumed. Goodwill is not amortized, but is reviewed for impairment annually or more frequently if certain impairment conditions arise. We perform our annual goodwill impairment review in the fourth quarter of each year at the reporting unit level. Our evaluation can begin with a qualitative assessment of the factors that could impact the significant

CF INDUSTRIES HOLDINGS, INC.

inputs used to estimate fair value. If after performing the qualitative assessment, we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, then no further testing is performed. However, if it is unclear based on the results of the qualitative test, we perform a quantitative test involving potentially two steps. The first step compares the fair value of a reporting unit with its carrying amount, including goodwill. We use an income-based valuation method, determining the present value of future cash flows, to estimate the fair value of a reporting unit. If the fair value of a reporting unit exceeds its positive carrying amount, goodwill of the reporting unit is considered not impaired, and the second step of the impairment test is unnecessary. The second step of the goodwill impairment test, if needed, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. We recognize an impairment loss immediately to the extent the carrying value exceeds its implied fair value.

Our intangible assets are presented in other assets on our consolidated balance sheets. See Note 6—Goodwill and Other Intangible Assets for additional information regarding our goodwill and other intangible assets.

Leases

Leases may be classified as either operating leases or capital leases. Assets acquired under capital leases, if any, would be depreciated on the same basis as property, plant and equipment. For operating leases, rental payments, including rent holidays, leasehold incentives, and scheduled rent increases are expensed on a straight-line basis. Leasehold improvements are amortized over the shorter of the depreciable lives of the corresponding fixed assets or the lease term including any applicable renewals.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are projected to be recovered or settled. Realization of deferred tax assets is dependent on our ability to generate sufficient taxable income of an appropriate character in future periods. A valuation allowance is established if it is determined to be more likely than not that a deferred tax asset will not be realized. Significant judgment is applied in evaluating the need for and magnitude of appropriate valuation allowances against deferred tax assets. Interest and penalties related to unrecognized tax benefits are reported as interest expense and income tax expense, respectively.

Historically, a deferred income tax liability was recorded for income taxes that would result from the repatriation of the portion of the investment in the Company's non-U.S. subsidiaries and joint venture that were considered to not be permanently reinvested. No deferred income tax liability was recorded for the remainder of our investment in non-U.S. subsidiaries and joint venture, which we believed to be permanently reinvested.

Customer Advances

Customer advances represent cash received from customers following acceptance of orders under our forward sales programs. Such advances typically represent a significant portion of the contract's sales value and are generally collected by the time the product is shipped, thereby reducing or eliminating accounts receivable from customers upon shipment. Revenue is recognized when title and risk of loss transfers upon shipment or delivery of the product to customers.

Derivative Financial Instruments

Natural gas is the principal raw material used to produce nitrogen fertilizers. We manage the risk of changes in natural gas prices primarily through the use of derivative financial instruments. The derivative instruments that we use are primarily fixed price swaps and options traded in the over-the-counter (OTC) markets. The derivatives reference primarily NYMEX futures contract prices, which represent the basis for fair value at any given time. These derivatives are traded in months forward and settlements are scheduled to coincide with anticipated gas purchases during those future periods.

In order to manage our exposure to changes in foreign currency exchange rates related to our capacity expansion projects, we used foreign currency derivatives, primarily forward exchange contracts. All of these foreign currency derivatives settled in 2016.

The accounting for the change in the fair value of a derivative instrument depends on whether the instrument has been designated as a hedging instrument and whether the instrument is effective as part of a hedging relationship. Changes in the fair value of derivatives not designated as hedging instruments and the ineffective portion of derivatives designated as cash flow hedges are recorded in the consolidated statements of operations as the changes occur. Changes in the fair value of derivatives designated as cash flow hedging instruments considered effective are recorded in accumulated other comprehensive income (AOCI) as the changes occur, and are reclassified into income or expense as the hedged item is recognized in earnings.

CF INDUSTRIES HOLDINGS, INC.

Derivative financial instruments are accounted for at fair value and recognized as current or noncurrent assets and liabilities on our consolidated balance sheets. The fair values of derivative instruments and any related cash collateral are reported on a gross basis rather than on a net basis.

Cash flows related to natural gas derivatives are reported as operating activities. Cash flows related to foreign currency derivatives were reported as investing activities since they hedged future payments for the construction of long-term assets.

We do not use derivatives for trading purposes and are not a party to any leveraged derivatives. See Note 14—Derivative Financial Instruments for additional information.

Debt Issuance Costs

Costs associated with the issuance of debt are recorded on the balance sheet as a direct deduction from the carrying amount of the related debt liability. Costs associated with entering into revolving credit facilities are recorded as an asset in noncurrent assets. All debt issuance costs are amortized over the term of the related debt. Debt issuance discounts are netted against the related debt and are amortized over the term of the debt using the effective interest method. See Note 11—Financing Agreements for additional information.

Environmental

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations are expensed. Expenditures that increase the capacity or extend the useful life of an asset, improve the safety or efficiency of the operations, or mitigate or prevent future environmental contamination are capitalized. Liabilities are recorded when it is probable that an obligation has been incurred, the costs can be reasonably estimated, and the liability would not be discounted.

Stock-based Compensation

We grant stock-based compensation awards under our equity and incentive plans. The awards that have been granted to date are nonqualified stock options, restricted stock awards, restricted stock units and performance share units. The cost of employee services received in exchange for the awards is measured based on the fair value of the award on the grant date and is recognized as expense on a straight-line basis over the period during which the employee is required to provide the services. See Note 18—Stock-Based Compensation for additional information.

Treasury Stock

We periodically retire treasury shares acquired through repurchases of our common stock and return those shares to the status of authorized but unissued. We account for treasury stock transactions under the cost method. For each reacquisition of common stock, the number of shares and the acquisition price for those shares is added to the treasury stock count and total value. When treasury shares are retired, we allocate the excess of the repurchase price over the par value of shares acquired to both retained earnings and paid-in capital. The portion allocated to paid-in capital is determined by applying the average paid-in capital per share, and the remaining portion is recorded to retained earnings.

Litigation

From time to time, we are subject to ordinary, routine legal proceedings related to the usual conduct of our business. We may also be involved in proceedings regarding public utility and transportation rates, environmental matters, taxes and permits relating to the operations of our various plants and facilities. Accruals for such contingencies are recorded to the extent management concludes their occurrence is probable and the financial impact of an adverse outcome is reasonably estimable. Legal fees are recognized as incurred and are not included in accruals for contingencies. Disclosure for specific legal contingencies is provided if the likelihood of occurrence is at least reasonably possible and the exposure is considered material to the consolidated financial statements. In making determinations of likely outcomes of litigation matters, many factors are considered. These factors include, but are not limited to, past history, scientific and other evidence, and the specifics and status of each matter. If the assessment of various factors changes, the estimates may change. Predicting the outcome of claims and litigation, and estimating related costs and exposure involves substantial uncertainties that could cause actual costs to vary materially from estimates and accruals.

Foreign Currency Translation

We translate the financial statements of our foreign subsidiaries with non-U.S. dollar functional currencies using period-end exchange rates for assets and liabilities and weighted-average exchange rates for each period for revenues and expenses. The resulting translation adjustments are recorded as a separate component of AOCI within stockholders' equity.

CF INDUSTRIES HOLDINGS, INC.

Foreign currency-denominated assets and liabilities are remeasured into U.S. dollars at exchange rates existing at the respective balance sheet dates. Gains and losses resulting from these foreign currency transactions are included in other operating—net on our consolidated statements of operations. Gains and losses resulting from intercompany foreign currency transactions that are of a long-term investment nature, if any, are reported in other comprehensive income.

3. New Accounting Standards

Recently Adopted Pronouncements

On January 1, 2017, we adopted Accounting Standards Update (ASU) No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU No. 2015-11 changes the inventory measurement principle for entities using the FIFO or average cost methods. For entities utilizing one of these methods, the inventory measurement principle changed from lower of cost or market to the lower of cost and net realizable value. We follow the FIFO or average cost methods and the adoption of ASU No. 2015-11 did not have a material impact on our consolidated financial statements.

Recently Issued Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments. Additionally, the costs to obtain and fulfill a contract, including assets to be recognized, are to be capitalized and amortized and such capitalized costs should be disclosed. In 2016, the FASB issued additional ASUs that enhance the operability of the principal versus agent guidance in ASU No. 2014-09 by clarifying that an entity should consider the nature of each good or service promised to a customer at the individual good or service level, clarify that ASU No. 2014-09 should not be applied to immaterial performance obligations, and enhance the guidance around the treatment of shipping costs incurred to fulfill performance obligations. We adopted ASU No. 2014-09 on January 1, 2018 using the modified retrospective approach. While we will provide expanded disclosures as a result of ASU No. 2014-09, the adoption of this ASU did not have a material impact on our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes the lease accounting requirements in ASC Topic 840, Leases. This ASU will require lessees to recognize the rights and obligations resulting from virtually all leases (other than leases that meet the definition of a short-term lease) on their balance sheets as right-of-use assets with corresponding lease liabilities. Extensive quantitative and qualitative disclosures, including significant judgments made by management, will be required to provide greater insight into the extent of income and expense recognized and expected to be recognized from existing contracts. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted, and requires the modified retrospective method of adoption. While we are continuing to evaluate the impact of the adoption of this ASU on our consolidated financial statements, we currently believe the most significant change relates to the recognition of new right-of-use assets and lease liabilities on our balance sheet for operating leases for certain property and equipment, including rail car leases and barge tow charters that are utilized for the distribution of our products. See Note 23—Leases for additional information.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We adopted ASU No. 2016-16 on January 1, 2018. The adoption of ASU No. 2016-16 did not have a material impact on our consolidated financial statements.

In March 2017, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which will change the presentation of net benefit cost related to employer sponsored defined benefit plans and other postretirement benefits. Service cost will be included within the same income statement line item as other compensation costs arising from services rendered during the period, while other components of net benefit cost will be presented separately outside of operating income. Additionally, only service costs may be capitalized on the balance sheet. This ASU is effective for annual and interim periods beginning after December 15, 2017. On January 1, 2018, we adopted ASU No. 2017-07 retrospectively for the income statement classification requirements and prospectively for the capitalization guidance. The adoption of ASU No. 2017-07 did not have a material impact on our consolidated financial statements.

CF INDUSTRIES HOLDINGS, INC.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which improves the financial reporting of hedging relationships in order to better portray the economic results of an entity's risk management activities in its financial statements. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, and should be applied to existing hedging relationships as of the date of adoption. We do not expect the adoption of this ASU will have a material effect on our consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-2, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and for interim periods therein. 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. See Note 9—Income Taxes for additional information.

4. Net Earnings (Loss) Per Share

Net earnings (loss) per share were computed as follows:

	Year ended December 31,
	2017				2016				2015
	(in millions, except per share amounts)
Net earnings (loss) attributable to common stockholders	$	358			$	(277	)		$	700
Basic earnings per common share:
Weighted-average common shares outstanding	233.5				233.1				235.3
Net earnings (loss) attributable to common stockholders	$	1.53			$	(1.19	)		$	2.97
Diluted earnings per common share:
Weighted-average common shares outstanding	233.5				233.1				235.3
Dilutive common shares—stock options	0.4				—				0.8
Diluted weighted-average shares outstanding	233.9				233.1				236.1
Net earnings (loss) attributable to common stockholders	$	1.53			$	(1.19	)		$	2.96

In the computation of diluted earnings per common share, potentially dilutive stock options are excluded if the effect of their inclusion is anti-dilutive. Shares for anti-dilutive stock options not included in the computation of diluted earnings per common share were 3.7 million, 4.9 million and 1.6 million for the years ended December 31, 2017, 2016 and 2015, respectively.

CF INDUSTRIES HOLDINGS, INC.

5. Property, Plant and Equipment—Net

Property, plant and equipment—net consists of the following:

	December 31,
	2017				2016
	(in millions)
Land	$	71			$	69
Machinery and equipment	12,070				11,664
Buildings and improvements	882				878
Construction in progress	223				280
Property, plant and equipment(1)	13,246				12,891
Less: Accumulated depreciation and amortization	4,071				3,239
Property, plant and equipment—net	$	9,175			$	9,652

---

(1)	As of December 31, 2017 and 2016, we had property, plant and equipment that was accrued but unpaid of approximately $46 million and $225 million, respectively. These amounts included accruals related to our capacity expansion projects of $185 million as of December 31, 2016.

Depreciation and amortization related to property, plant and equipment was $848 million, $607 million and $444 million in 2017, 2016 and 2015, 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:

	Year ended December 31,
	2017				2016				2015
	(in millions)
Net capitalized turnaround costs at beginning of the year	$	206			$	220			$	153
Additions	100				74				135
Depreciation	(102		)		(89		)		(65		)
Effect of exchange rate changes	4				1				(3		)
Net capitalized turnaround costs at end of the year	$	208			$	206			$	220

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.

CF INDUSTRIES HOLDINGS, INC.

6. Goodwill and Other Intangible Assets

The following table shows the carrying amount of goodwill by reportable segment as of December 31, 2017 and 2016:

	Ammonia				Granular Urea				UAN				AN				Other				Total
	(in millions)
Balance as of December 31, 2016	$	585			$	828			$	576			$	286			$	70			$	2,345
Effect of exchange rate changes	2				1				—				20				3				26
Balance as of December 31, 2017	$	587			$	829			$	576			$	306			$	73			$	2,371

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:

	December 31, 2017												December 31, 2016
	Gross Carrying Amount				Accumulated Amortization				Net				Gross Carrying Amount				Accumulated Amortization				Net
	(in millions)
Intangible assets:
Customer relationships	$	132			$	(31	)		$	101			$	125			$	(24	)		$	101
TerraCair brand	10				(10		)		—				10				(10		)		—
Trade names	32				(4		)		28				29				(2		)		27
Total intangible assets	$	174			$	(45	)		$	129			$	164			$	(36	)		$	128

Amortization expense of our identifiable intangibles was $9 million, $7 million and $10 million for the years ended December 31, 2017, 2016 and 2015, respectively. Our intangible assets are being amortized over a weighted-average life of approximately 20 years.

Total estimated amortization expense for each of the five succeeding fiscal years is as follows:

	Estimated Amortization Expense
	(in millions)
2018	$	8
2019	8
2020	8
2021	8
2022	8

CF INDUSTRIES HOLDINGS, INC.

7. Equity Method Investments

Operating Equity Method Investment

We have a 50% ownership interest in 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 December 31, 2017, the total carrying value of our equity method investment in PLNL of approximately $108 million was $55 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 primarily reflects the revaluation of property, plant and equipment and the value of an exclusive natural gas contract. The increased basis for property, plant and equipment and the gas contract are being amortized over a remaining period of approximately 15 years and 3 months, respectively. Our equity in earnings of PLNL is different from our ownership interest in income reported by PLNL due to amortization of these basis differences.

We have transactions in the normal course of business with PLNL reflecting our obligation to purchase 50% of the ammonia produced by PLNL at current market prices. Our ammonia purchases from PLNL totaled $76 million, $62 million and $121 million in 2017, 2016 and 2015, respectively.

PLNL operates an ammonia plant that relies on natural gas supplied, under a Gas Sales Contract (the NGC Contract), by The National Gas Company of Trinidad and Tobago Limited (NGC). PLNL has experienced curtailments in the supply of natural gas from NGC, which have reduced the ammonia production at PLNL. The NGC Contract had an initial expiration date of September 2018 and has been extended on the same terms until September 2023. Any NGC commitment to supply gas beyond 2023 will need to be based on new agreements regarding volume and price. PLNL and NGC are currently parties to arbitration proceedings where the main issue remaining in dispute is PLNL's claims for damages from the supply curtailments.

Although PLNL believes its claims against NGC to be meritorious, it is not possible to predict the outcome of the arbitration. There are significant assumptions in the future operations of the joint venture, beyond 2023, that are uncertain at this time, including the quantities of gas that NGC will make available, the cost of such gas, the estimates that are used to determine the useful lives of fixed assets and the assumptions in the discounted cash flow models utilized for recoverability and impairment testing. As part of our impairment assessment of our equity method investment in PLNL during the fourth quarters of 2016 and 2015, we determined the carrying value exceeded the fair value and recognized a $134 million and $62 million impairment charge in 2016 and 2015, respectively. The carrying value of our equity method investment in PLNL at December 31, 2017 is $108 million. If NGC does not make sufficient quantities of natural gas available to PLNL at prices that permit profitable operations, PLNL may cease operating its facility and we would write off the remaining investment in PLNL.

The Trinidad tax authority (the Board of Inland Revenue) has issued a tax assessment against PLNL related to a dispute over whether tax depreciation must be claimed during a tax holiday period that was granted to PLNL under the Trinidad Fiscal Incentives Act. The tax holiday was granted as an incentive to construct PLNL’s ammonia plant. Based on the facts and circumstances of this matter, PLNL recorded a tax contingency accrual in the second quarter of 2017, which reduced our equity in earnings of PLNL for 2017 by approximately $7 million reflecting our 50% ownership interest. In early 2018, PLNL settled this matter with the Board of Inland Revenue for the amounts accrued.

In the fourth quarter of 2017, we sold our interest in a joint venture that owns a carbon dioxide liquefaction and purification facility and recognized a gain of $14 million, which is included in equity in earnings (losses) of operating affiliates in our consolidated statements of operations.

Non-Operating Equity Method Investments

We no longer have non-operating equity method investments as a result of the sale of our 50% ownership interest in KEYTRADE AG (Keytrade) during the second quarter of 2015 and our July 31, 2015 acquisition of the remaining 50% equity interest in CF Fertilisers UK not previously owned by us for total consideration of $570 million. As a result of the acquisition, CF Fertilisers UK became a wholly owned subsidiary. The financial results of CF Fertilisers UK have been consolidated within our financial results since July 31, 2015.

Equity in earnings of non-operating affiliates—net of taxes for the year ended December 31, 2015 of $72 million includes our after-tax gain of $94 million on remeasurement to fair value of our initial 50% equity interest in CF Fertilisers UK, the after-tax loss of $29 million on the sale of our interests in Keytrade, and our equity in earnings (losses) of Keytrade, through the date of sale, and of CF Fertilisers UK, through the acquisition date.

CF INDUSTRIES HOLDINGS, INC.

8. Fair Value Measurements

Our cash and cash equivalents and other investments consist of the following:

	December 31, 2017
	Cost Basis				Unrealized Gains				Unrealized Losses				Fair Value
	(in millions)
Cash	$	120			$	—			$	—			$	120
Cash equivalents:
U.S. and Canadian government obligations	710				—				—				710
Other debt securities	5				—				—				5
Total cash and cash equivalents	$	835			$	—			$	—			$	835
Nonqualified employee benefit trusts	17				2				—				19

	December 31, 2016
	Cost Basis				Unrealized Gains				Unrealized Losses				Fair Value
	(in millions)
Cash	$	89			$	—			$	—			$	89
Cash equivalents:
U.S. and Canadian government obligations	1,075				—				—				1,075
Total cash and cash equivalents	$	1,164			$	—			$	—			$	1,164
Restricted cash	5				—				—				5
Nonqualified employee benefit trusts	18				1				—				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 December 31, 2017 and 2016 that are recognized at fair value on a recurring basis, and indicate the fair value hierarchy utilized to determine such fair value:

	December 31, 2017
	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	$	715			$	715			$	—			$	—
Nonqualified employee benefit trusts	19				19				—				—
Derivative assets	1				—				1				—
Derivative liabilities	(12		)		—				(12		)		—
Embedded derivative liability	(25		)		—				(25		)		—

CF INDUSTRIES HOLDINGS, INC.

	December 31, 2016
	Total Fair Value				Quoted Prices in Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
	(in millions)
Cash equivalents	$	1,075			$	1,075			$	—			$	—
Restricted cash	5				5				—				—
Nonqualified employee benefit trusts	19				19				—				—
Derivative assets	56				—				56				—
Derivative liabilities	(6		)		—				(6		)		—
Embedded derivative liability	(26		)		—				(26		)		—

Cash Equivalents

As of December 31, 2017 and 2016, our cash equivalents consisted primarily of U.S. and Canadian government obligations and money market mutual funds that invest in U.S. government obligations and other investment-grade securities.

Restricted Cash

We maintained a cash account for which the use of the funds was restricted. The restricted cash account was put in place to satisfy certain requirements included in our engineering and procurement services contract for our capacity expansion projects. Under the terms of this contract, we were required to grant an affiliate of ThyssenKrupp Industrial Solutions a security interest in a restricted cash account. During 2017, the remaining balance in our restricted cash account was returned to us and the account was closed.

Nonqualified Employee Benefit Trusts

We maintain trusts associated with certain nonqualified supplemental pension plans. The investments are accounted for as available-for-sale securities. 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. These trusts are included on our consolidated balance sheets in other assets.

Derivative Instruments

The derivative instruments that we use are primarily natural gas fixed price swaps and natural gas options traded in the over-the-counter (OTC) 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 NYMEX futures prices. To determine the fair value of these instruments, we use quoted market prices from NYMEX and standard pricing models with inputs derived from or corroborated by observable market data such as forward curves supplied by an industry-recognized independent third party. See Note 14—Derivative Financial Instruments for additional information.

Embedded Derivative Liability

Under the terms of our strategic venture with 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 our credit ratings were below certain levels in 2016 and 2017, we made a payment of $5 million to CHS in 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 December 31, 2017 and 2016, the embedded derivative liability of $25 million and $26 million, respectively, is included in other current liabilities and other liabilities on our consolidated balance sheets. 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 16—Noncontrolling Interests for additional information regarding our strategic venture with CHS.

CF INDUSTRIES HOLDINGS, INC.

Financial Instruments

The carrying amounts and estimated fair value of our financial instruments are as follows:

	December 31,
	2017								2016
	Carrying Amount				Fair Value				Carrying Amount				Fair Value
	(in millions)
Long-term debt	$	4,692			$	4,800			$	5,778			$	5,506

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, 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.

We review the carrying value of our goodwill, definite lived intangible assets, and investments in unconsolidated subsidiaries to assess recoverability as part of our annual impairment review in the fourth quarter of each year. As part of the assessment process when performing impairment tests, we estimate many factors including future sales volume, selling prices, raw materials costs, operating rates, operating expenses, inflation, discount rates, exchange rates, tax rates and capital spending. The assumptions we make are material estimates that are used in the impairment testing.

Our equity method investment in the Republic of Trinidad and Tobago, PLNL, operates an ammonia plant that relies on natural gas supplied by NGC pursuant to the NGC Contract. As part of our impairment assessment of our equity method investment in PLNL during the fourth quarter of 2016, we determined the carrying value exceeded the fair value and recognized a $134 million impairment charge in 2016. Previously, in 2015, we recognized an impairment charge of $62 million related to our equity method investment in PLNL. See Note 7—Equity Method Investments for additional information.

CF INDUSTRIES HOLDINGS, INC.

9. Income Taxes

On December 22, 2017, the U.S. government enacted the Tax Cuts and Jobs Act (the "Tax Act" or "Tax Reform"). The impact of this new legislation is included in the period of enactment in accordance with U.S. GAAP. The most significant impact of this legislation to us is the revaluation of our deferred taxes as a result of the reduction in the federal tax rate from 35% to 21%, which is effective on January 1, 2018. The Tax Act also imposes a transition tax liability on our previously untaxed foreign earnings that is payable over an eight-year period beginning in 2018. The amount recorded in the period of enactment for the transition tax liability represents our current estimate of the provisions of the Tax Act and is a provisional amount based on amounts reasonably estimable. See further discussion below related to this estimate, which may be adjusted as more information becomes available prior to the end of the one-year measurement period in December 2018.

The components of (loss) earnings before income taxes and equity in earnings of non-operating affiliates are as follows:

	Year ended December 31,
	2017				2016				2015
	(in millions)
Domestic	$	(186	)		$	(43	)		$	1,031
Non-U.S.	61				(183		)		27
	$	(125	)		$	(226	)		$	1,058

The components of the income tax (benefit) provision are as follows:

	Year ended December 31,
	2017				2016				2015
	(in millions)
Current
Federal	$	(43	)		$	(795	)		$	258
Foreign	19				11				20
State	(6		)		(23		)		39
	(30		)		(807		)		317
Deferred
Federal	(44		)		761				76
Foreign	(3		)		(1		)		(13		)
State	(7		)		(21		)		16
	(54		)		739				79
Income tax (benefit) provision before Tax Reform	(84		)		(68		)		396
Tax Reform - Current
Federal	54				—				—
Foreign	—				—				—
State	3				—				—
	57				—				—
Tax Reform - Deferred
Federal	(548		)		—				—
Foreign	—				—				—
State	—				—				—
	(548		)		—				—
Income tax benefit - Tax Reform	(491		)		—				—
Income tax (benefit) provision	$	(575	)		$	(68	)		$	396

CF INDUSTRIES HOLDINGS, INC.

Our preliminary estimate of the transition tax liability resulting from the Tax Act could be impacted by further regulatory or other government guidance relating to provisions of existing laws or the Tax Act. If more information becomes available to cause our provisional amount to change, we will adjust our liability within the measurement period ending in December 2018.

Differences in the expected income tax (benefit) provision based on statutory rates applied to (loss) earnings before income taxes and the income tax (benefit) provision reflected in the consolidated statements of operations are summarized below:

	Year ended December 31,
	2017				2016				2015
	(in millions, except percentages)
(Loss) earnings before income taxes and equity in earnings of non-operating affiliates	$	(125	)		$	(226	)		$	1,058
Expected tax (benefit) provision at U.S. statutory rate of 35%	(44		)		(79		)		370
State income taxes, net of federal	(21		)		(33		)		32
Net earnings attributable to noncontrolling interests	(32		)		(42		)		(12		)
U.S. manufacturing profits deduction	6				39				(17		)
Foreign tax rate differential	(6		)		30				(17		)
U.S. tax on foreign earnings	1				(10		)		—
Valuation allowance	(3		)		50				16
Non-deductible capital costs	—				(17		)		18
Tax rate change	17				—				—
Other	(2		)		(6		)		6
U.S. enacted tax rate change (Tax Reform)	(552		)		—				—
Transition tax liability and other (Tax Reform)	61				—				—
Income tax (benefit) provision	$	(575	)		$	(68	)		$	396
Effective tax rate	457.2		%		30.0		%		37.4		%
Income tax (benefit) provision before Tax Reform(1)	$	(84	)		$	(68	)		$	396
Effective tax rate before Tax Reform	67.0		%		30.0		%		37.4		%

(1) Income tax (benefit) provision before Tax Reform reflects the income tax (benefit) provision less the Tax Reform impacts included in the table above consisting of U.S. enacted tax rate change (Tax Reform) and transition tax liability and other.

Our effective tax rate is impacted by earnings attributable to noncontrolling interests in CFN for 2017 and 2016 and TNCLP for 2017, 2016 and 2015, as our consolidated income tax (benefit) provision does not include a tax provision on the earnings attributable to the noncontrolling interests. As a result, earnings attributable to the noncontrolling interests of $92 million, $119 million and $34 million in 2017, 2016 and 2015, respectively, which are included in (loss) earnings before income taxes and equity in earnings of non-operating affiliates, impact the effective tax rate in all three years. See Note 16—Noncontrolling Interests for additional information.

We recorded a tax receivable of approximately $22 million as a result of our intention to carryback the tax net operating loss for the year ended December 31, 2017 to prior tax years. As a result of the carryback, the income tax provision for the tax year ended December 31, 2017 includes the tax impact of the recaptured U.S. manufacturing profits deductions claimed in prior years that will not be deductible. The tax receivable from the net operating loss carryback has been reduced by an alternative minimum tax of $36 million in the carryback periods. The alternative minimum tax that would be incurred as a result of the carryback of the net operating loss will become a refundable tax credit as a result of the impact of the Tax Act. These refundable tax credits are available for tax years subsequent to the tax year ended December 31, 2017 and are recorded in our noncurrent tax receivable. The $22 million tax receivable for the net operating loss carryback is included in prepaid income taxes on our consolidated balance sheet as of December 31, 2017.

A federal income tax benefit of $145 million ($242 million before the impact of the Tax Act) was recorded for the amount of the net operating loss for the tax year ended December 31, 2017 that will carryforward to subsequent tax years. The net operating loss carryforward is approximately $692 million and is available until the tax year 2037.

CF INDUSTRIES HOLDINGS, INC.

State income taxes for the year ended December 31, 2017 and December 31, 2016 includes a tax benefit of $30 million and $46 million respectively, net of federal tax effect, for state net operating loss carryforwards.

State income taxes for the year ended December 31, 2016 were impacted by investment tax credits of $13 million, net of federal tax effect, related to capital assets placed in service at our production facilities in Oklahoma that are indefinitely available to offset income taxes in that jurisdiction in future years. Our effective state income tax rate was also reduced as a result of the changes to our legal entity structure effected in the first quarter of 2016 as part of our strategic venture with CHS. See Note 16—Noncontrolling Interests for additional information.

The income tax provision for the tax year ended December 31, 2016 includes the tax impact of the U.S. manufacturing profits deductions claimed in prior years that will not be deductible as a result of the carryback of the tax net operating loss for the year ended December 31, 2016.

Non-deductible capital costs for the tax year ended December 31, 2016 include certain transaction costs capitalized in the prior year that are now deductible as a result of the termination of the proposed combination with certain businesses of OCI N.V. (OCI).

The foreign tax rate differential is impacted by the inclusion of equity earnings from our equity method investment in PLNL, a foreign operating affiliate, which are included in pre-tax earnings on an after-tax basis and the tax effect of net operating losses of a foreign subsidiary of the Company for which a valuation allowance has been recorded. We determined the carrying value of our equity method investment in PLNL exceeded fair value and recognized an impairment of our equity method investment in PLNL of $134 million in the fourth quarter of 2016 and $62 million in the fourth quarter of 2015. The impairments are included in equity in earnings of operating affiliates. Our income tax provisions do not include a tax benefit for the impairment of our equity method investment as the impairment does not give rise to a tax deduction. See Note 7—Equity Method Investments for additional information.

Foreign subsidiaries of the Company have incurred capital losses of $116 million that are indefinitely available to offset capital gains in the applicable foreign jurisdictions. As the future realization of these carryforwards is not anticipated, a valuation allowance of $29 million was recorded in the year ended December 31, 2016.

The foreign tax rate differential for the tax year ended December 31, 2016 includes a $5 million deferred tax benefit for an enacted tax rate change.

Deferred tax assets and deferred tax liabilities are as follows:

	December 31,
	2017				2016
	(in millions)
Deferred tax assets:
Net operating loss and capital loss carryforwards	$	359			$	187
Retirement and other employee benefits	67				118
Unrealized loss on hedging derivatives	6				9
Intangible asset	5				34
Other	115				140
	552				488
Valuation allowance	(156		)		(159		)
	396				329
Deferred tax liabilities:
Depreciation and amortization	(256		)		(329		)
Investments in partnerships	(1,151		)		(1,582		)
Foreign earnings	(28		)		(28		)
Unrealized gain on hedging derivatives	—				(16		)
Other	(8		)		(4		)
	(1,443		)		(1,959		)
Net deferred tax liability	$	(1,047	)		$	(1,630	)

CF INDUSTRIES HOLDINGS, INC.

Investments in partnerships in the table above reflects the deferred tax liability for our investments in CFN and TNCLP. These amounts were previously presented in the corresponding deferred tax asset and liability amounts; therefore, the amounts representing the deferred tax liability for our investments in partnerships as of December 31, 2016 have been reclassified to the investments in partnerships to conform to the current year presentation.

A foreign subsidiary of the Company has net operating loss carryforwards of $383 million that are indefinitely available in the foreign jurisdiction. As the future realization of these carryforwards is not anticipated, a valuation allowance of $100 million has been recorded. Of this amount, $11 million and $17 million were recorded as valuation allowances in the years ended December 31, 2017 and 2016, respectively.

We consider the earnings of certain of our Canadian operating subsidiaries to not be permanently reinvested and we recognize a deferred tax liability for the future repatriation of these earnings, as they are earned. As of December 31, 2017, we have recorded a deferred income tax liability of approximately $28 million, which reflects the additional U.S. and foreign income taxes that would be due upon the repatriation of the accumulated earnings of our non-U.S. subsidiaries that are considered to not be permanently reinvested.

We file federal, provincial, state and local income tax returns principally in the United States, Canada and the United Kingdom, as well as in certain other foreign jurisdictions. In general, filed tax returns remain subject to examination by United States tax jurisdictions for years 1999 and thereafter, by Canadian tax jurisdictions for years 2006 and thereafter, and by United Kingdom tax jurisdictions for years 2015 and thereafter. Our income tax liability or transition tax expense could be impacted by the finalization of currently on-going U.S. or foreign income tax audits of prior tax years falling before the date of enactment of the Tax Act or audits by the U.S. or foreign taxing authorities, which change the amount of our total income allocable to and taxed in the United States or a foreign country.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	December 31,
	2017				2016
	(in millions)
Unrecognized tax benefits:
Beginning balance	$	134			$	155
Additions for tax positions taken during the current year	—				—
Additions for tax positions taken during prior years	—				2
Reductions related to lapsed statutes of limitations	(11		)		(7		)
Reductions related to settlements with tax jurisdictions	(1		)		(16		)
Ending balance	$	122			$	134

Unrecognized tax benefits decreased by $12 million in 2017 and $21 million in 2016. Our effective tax rate would be affected by $91 million if these unrecognized tax benefits were to be recognized in the future.

Interest expense and penalties of $2 million, $4 million, and $4 million were recorded for the years ended December 31, 2017, 2016 and 2015, respectively. Amounts recognized in our consolidated balance sheets for accrued interest and penalties related to income taxes of $29 million and $28 million are included in other liabilities as of December 31, 2017 and 2016, respectively.

On December 18, 2015, the Protecting Americans from Tax Hikes Act of 2015 (PATH Act) was signed into law and was applicable to tax years 2015 through 2019. One of the provisions of the PATH Act permitted companies to deduct 50% of their capital expenditures for federal income tax purposes in the year qualifying assets were placed into service. We recorded a federal tax receivable of approximately $816 million for the year ended December 31, 2016 as a result of our intention at that time to carryback the tax net operating loss that was principally the result of this tax law change. The tax receivable was primarily associated with completion of the new capacity expansion projects that were placed into service at our Donaldsonville, Louisiana and Port Neal, Iowa complexes during November and December of 2016. The tax receivable is included in prepaid income taxes on our consolidated balance sheet as of December 31, 2016 and was received in the second quarter of 2017.

CF INDUSTRIES HOLDINGS, INC.

During the third quarter of 2015, we acquired the remaining 50% equity interest in CF Fertilisers UK not previously owned by us and recognized a $94 million gain on the remeasurement to fair value of our initial 50% equity interest in CF Fertilisers UK. The earnings in CF Fertilisers UK have been permanently reinvested. Therefore, the recognition of the $94 million gain on the remeasurement of the historical equity investment does not include the recognition of tax expense on the gain. See Note 7—Equity Method Investments for additional information.

We recorded an income tax benefit of $12 million during the second quarter of 2015 for the pre-tax losses on the sale of equity method investments. The tax benefit related to the loss on the sale of our interests in Keytrade is included in equity in earnings of non-operating affiliates—net of taxes in our consolidated statements of operations. See Note 7—Equity Method Investments for additional information.

CF INDUSTRIES HOLDINGS, INC.

10. Pension and Other Postretirement Benefits

We maintain five funded pension plans—three in North America (one U.S. plan and two Canadian plans) and two in the United Kingdom. One of our Canadian plans is closed to new employees and the two United Kingdom plans are closed to new employees and future accruals. We also provide group medical insurance benefits to certain retirees in North America. The specific medical benefits provided to retirees vary by group and location.

Our plan assets, benefit obligations, funded status and amounts recognized on the consolidated balance sheets for our North America and United Kingdom plans as of the December 31 measurement date are as follows:

	Pension Plans																Retiree Medical Plans
	North America								United Kingdom								North America
	December 31,								December 31,								December 31,
	2017				2016				2017				2016				2017				2016
	(in millions)
Change in plan assets
Fair value of plan assets as of January 1	$	636			$	627			$	366			$	414			$	—			$	—
Return on plan assets	70				39				16				21				—				—
Employer contributions	63				4				19				19				5				4
Plan participant contributions	—				—				—				—				1				1
Benefit payments	(40		)		(38		)		(22		)		(19		)		(6		)		(5		)
Foreign currency translation	9				4				35				(69		)		—				—
Fair value of plan assets as of December 31	738				636				414				366				—				—
Change in benefit obligation
Benefit obligation as of January 1	(759		)		(736		)		(559		)		(563		)		(52		)		(56		)
Service cost	(14		)		(14		)		—				—				—				—
Interest cost	(30		)		(31		)		(16		)		(19		)		(2		)		(2		)
Benefit payments	40				38				22				19				6				5
Foreign currency translation	(9		)		(3		)		(52		)		99				—				—
Plan participant contributions	—				—				—				—				(1		)		(1		)
Change in assumptions and other	(33		)		(13		)		15				(95		)		(4		)		2
Benefit obligation as of December 31	(805		)		(759		)		(590		)		(559		)		(53		)		(52		)
Funded status as of year end	$	(67	)		$	(123	)		$	(176	)		$	(193	)		$	(53	)		$	(52	)

In the table above, the line titled "change in assumptions and other" for our pension plans primarily reflects the impact of changes in discount rates, the adoption of new mortality assumptions, and updated census data in the United Kingdom.

Amounts recognized on the consolidated balance sheets consist of the following:

	Pension Plans																Retiree Medical Plans
	North America								United Kingdom								North America
	December 31,								December 31,								December 31,
	2017				2016				2017				2016				2017				2016
	(in millions)
Other assets	$	10			$	7			$	—			$	—			$	—			$	—
Accrued expenses	—				—				—				—				(4		)		(5		)
Other liabilities	(77		)		(130		)		(176		)		(193		)		(49		)		(47		)
	$	(67	)		$	(123	)		$	(176	)		$	(193	)		$	(53	)		$	(52	)

CF INDUSTRIES HOLDINGS, INC.

Pre-tax amounts recognized in accumulated other comprehensive loss consist of the following:

	Pension Plans																Retiree Medical Plans
	North America								United Kingdom								North America
	December 31,								December 31,								December 31,
	2017				2016				2017				2016				2017				2016
	(in millions)
Prior service cost (benefit)	$	1			$	1			$	—			$	—			$	(2	)		$	(4	)
Net actuarial loss	80				91				73				80				12				7
	$	81			$	92			$	73			$	80			$	10			$	3

Net periodic benefit cost (income) and other amounts recognized in accumulated other comprehensive loss for the years ended December 31 included the following:

	Pension Plans																								Retiree Medical Plans
	North America												United Kingdom												North America
	2017				2016				2015				2017				2016				2015				2017				2016				2015
	(in millions)
Service cost	$	14			$	14			$	14			$	—			$	—			$	—			$	—			$	—			$	—
Interest cost	30				31				30				16				19				9				2				2				2
Expected return on plan assets	(26		)		(30		)		(28		)		(18		)		(20		)		(9		)		—				—				—
Amortization of prior service cost (benefit)	—				—				—				—				—				—				(1		)		(1		)		(1		)
Amortization of actuarial loss (gain)	1				1				6				1				—				—				(1		)		(1		)		1
Net periodic benefit cost (income)	19				16				22				(1		)		(1		)		—				—				—				2
Net actuarial (gain) loss	(11		)		4				(11		)		(13		)		94				(8		)		5				(2		)		(4		)
Amortization of prior service benefit	—				—				—				—				—				—				1				1				1
Amortization of actuarial (loss) gain	(1		)		(1		)		(6		)		(1		)		—				—				1				—				(1		)
Total recognized in accumulated other comprehensive loss	(12		)		3				(17		)		(14		)		94				(8		)		7				(1		)		(4		)
Total recognized in net periodic benefit cost (income) and accumulated other comprehensive loss	$	7			$	19			$	5			$	(15	)		$	93			$	(8	)		$	7			$	(1	)		$	(2	)

Amounts that will be amortized from accumulated other comprehensive loss into net periodic benefit cost in 2018 are as follows:

	Pension Plans								Retiree Medical Plans
	North America				United Kingdom				North America
	(in millions)
Prior service cost (benefit)	$	—			$	—			$	(1	)
Net actuarial loss (gain)	3				—				—

The accumulated benefit obligation (ABO) in aggregate for the defined benefit pension plans in North America was approximately $759 million and $712 million as of December 31, 2017 and December 31, 2016, respectively. The ABO in aggregate for the defined benefit pension plans in the United Kingdom was approximately $590 million and $559 million as of December 31, 2017 and December 31, 2016, respectively.

CF INDUSTRIES HOLDINGS, INC.

The following table presents aggregated information for those individual defined benefit pension plans that have an ABO in excess of plan assets as of December 31, which excludes one North American defined benefit pension plan that has plan assets in excess of its ABO:

	North America								United Kingdom
	2017				2016				2017				2016
	(in millions)
Accumulated benefit obligation	$	(629	)		$	(599	)		$	(590	)		$	(559	)
Fair value of plan assets	590				508				414				366

The following table presents aggregated information for those individual defined benefit pension plans that have a PBO in excess of plan assets as of December 31, which excludes one North American defined benefit pension plan that has plan assets in excess of its PBO:

	North America								United Kingdom
	2017				2016				2017				2016
	(in millions)
Projected benefit obligation	$	(739	)		$	(699	)		$	(590	)		$	(559	)
Fair value of plan assets	663				568				414				366

Our pension funding policy in North America is to contribute amounts sufficient to meet minimum legal funding requirements plus discretionary amounts that we may deem to be appropriate. Actual contributions may vary from estimated amounts depending on changes in assumptions, actual returns on plan assets, changes in regulatory requirements and funding decisions.

In accordance with United Kingdom pension legislation, our United Kingdom pension funding policy is to contribute amounts sufficient to meet the funding level target agreed between the employer and the trustees of the United Kingdom plans. Actual contributions are usually agreed with the plan trustees in connection with each triennial valuation and may vary following each such review depending on changes in assumptions, actual returns on plan assets, changes in regulatory requirements and funding decisions.

Our consolidated pension funding contributions for 2018 are estimated to be approximately $15 million for the North America plans and $26 million for the United Kingdom plans.

The expected future benefit payments for our pension and retiree medical plans are as follows:

	Pension Plans								Retiree Medical Plans
	North America				United Kingdom				North America
	(in millions)
2018	$	43			$	24			$	4
2019	45				25				4
2020	46				25				4
2021	47				26				4
2022	48				27				4
2023-2027	251				145				15

CF INDUSTRIES HOLDINGS, INC.

The following assumptions were used in determining the benefit obligations and expense:

	Pension Plans																		Retiree Medical Plans
	North America									United Kingdom									North America
	2017			2016			2015			2017			2016			2015			2017			2016			2015
Weighted-average discount rate—obligation	3.6	%		4.0	%		4.3	%		2.5	%		2.8	%		3.8	%		3.4	%		3.8	%		3.9	%
Weighted-average discount rate—expense	4.0	%		4.3	%		4.0	%		2.8	%		3.8	%		3.7	%		3.8	%		3.9	%		3.6	%
Weighted-average rate of increase in future compensation	4.3	%		4.3	%		4.3	%		n/a			n/a			n/a			n/a			n/a			n/a
Weighted-average expected long-term rate of return on assets—expense	4.2	%		4.9	%		4.8	%		4.6	%		5.2	%		5.4	%		n/a			n/a			n/a
Weighted-average retail price index—obligation	n/a			n/a			n/a			3.2	%		3.3	%		3.1	%		n/a			n/a			n/a
Weighted-average retail price index—expense	n/a			n/a			n/a			3.3	%		3.1	%		3.1	%		n/a			n/a			n/a

---

n/a—not applicable

The discount rates for all plans are developed by plan using spot rates derived from a yield curve of high quality (AA rated or better) fixed income debt securities as of the year-end measurement date to calculate discounted cash flows (the projected benefit obligation) and solving for a single equivalent discount rate that produces the same projected benefit obligation. In determining our benefit obligation, we use the actuarial present value of the vested benefits to which each eligible employee is currently entitled, based on the employee’s expected date of separation or retirement.

For our North America plans, the expected long-term rate of return on assets is based on analysis of historical rates of return achieved by equity and non-equity investments and current market characteristics, adjusted for estimated plan expenses and weighted by target asset allocation percentages. As of January 1, 2018, our weighted-average expected long-term rate of return on assets is 4.5%.

For our United Kingdom plans, the expected long-term rate of return on assets is based on the expected long-term performance of the underlying investments, adjusted for investment managers' fees. As of January 1, 2018, our weighted-average expected long-term rate of return on assets is 4.2%.

The retail price index for the United Kingdom plans is developed using the Bank of England implied retail price inflation curve, which is based on the difference between yields on fixed interest government bonds and index-linked government bonds.

For the measurement of the benefit obligation at December 31, 2017 for our primary (U.S.) retiree medical benefit plans, the assumed health care cost trend rates, for pre-65 retirees, start with a 8.0% increase in 2018, followed by a gradual decline in increases to 4.5% for 2026 and thereafter. For post-65 retirees, the assumed health care cost trend rates start with a 9.5% increase in 2018, followed by a gradual decline in increases to 4.5% for 2026 and thereafter. For the measurement of the benefit obligation at December 31, 2016 for our primary (U.S.) retiree medical benefit plans, the assumed health care cost trend rates, for pre-65 retirees, start with a 7.0% increase in 2017, followed by a gradual decline in increases to 4.5% for 2024 and thereafter. For post-65 retirees, the assumed health care cost trend rates start with a 8.5% increase in 2017, followed by a gradual decline in increases to 4.5% for 2024 and thereafter.

A one-percentage point change in the assumed health care cost trend rate of our primary (U.S.) retiree medical benefit plans as of December 31, 2017 would have the following effects on our retiree medical benefit plans:

	One-Percentage-Point
	Increase				Decrease
	(in millions)
Effect on total service and interest cost for 2017	$	—			$	—
Effect on benefit obligation as of December 31, 2017	6				(5		)

CF INDUSTRIES HOLDINGS, INC.

The objectives of the investment policies governing the pension plans are to administer the assets of the plans for the benefit of the participants in compliance with all laws and regulations, and to establish an asset mix that provides for diversification and considers the risk of various different asset classes with the purpose of generating favorable investment returns. The investment policies consider circumstances such as participant demographics, time horizon to retirement and liquidity needs, and provide guidelines for asset allocation, planning horizon, general portfolio issues and investment manager evaluation criteria. The investment strategies for the plans, including target asset allocations and investment vehicles, are subject to change within the guidelines of the policies.

The target asset allocation for our U.S. pension plan is 80% non-equity and 20% equity, which has been determined based on analysis of actual historical rates of return and plan needs and circumstances. The equity investments are tailored to exceed the growth of the benefit obligation and are a combination of U.S. and non-U.S. total stock market index mutual funds. The non-equity investments consist primarily of investments in debt securities and money market instruments that are selected based on investment quality and duration to mitigate volatility of the funded status and annual required contributions. The non-equity investments have a duration profile that is similar to the benefit obligation in order to mitigate the impact of interest rate changes on the funded status. This investment strategy is achieved through the use of mutual funds and individual securities.

The target asset allocation for the CF Canadian plan is 60% non-equity and 40% equity, and for the Terra Canadian plan is 85% non-equity and 15% equity. The equity investments are passively managed portfolios that diversify assets across multiple securities, economic sectors and countries. The non-equity investments are high quality passively managed portfolios that diversify assets across economic sectors, countries and maturity spectrums. This investment strategy is achieved through the use of mutual funds.

The pension assets in the United Kingdom plans are each administered by a Board of Trustees consisting of employer nominated trustees, member nominated trustees and an independent trustee. Trustees may be appointed or removed by CF Fertilisers UK, provided CF Fertilisers UK fulfills its obligation to have at least one third of the Board of Trustees as member nominated. It is the responsibility of the trustees to ensure prudent management and investment of the assets in the plans. The trustees meet on a quarterly basis to review and discuss fund performance and other administrative matters.

The trustees’ investment objectives are to hold assets that generate returns sufficient to cover prudently each plan's liability without exposing the plans to unacceptable risk. This is accomplished through the asset allocation strategy of each plan. For both plans, if the asset allocation moves more than plus or minus 5% from the benchmark allocation, the trustees may decide to amend the asset allocation. At a minimum, the trustees review the investment strategy at every triennial actuarial valuation to ensure that the strategy remains consistent with its funding principles. The trustees may review the strategy more frequently if opportunities arise to reduce risk within the investments without jeopardizing the funding position.

Assets of the United Kingdom plans are invested in externally managed pooled funds. The target asset allocation for the United Kingdom Terra plan is 55% actively managed target return funds, 30% actively and passively managed bond and gilt funds and 15% actively managed property funds. The target asset allocation for the United Kingdom Kemira plan is 50% actively managed target return funds, 45% actively and passively managed bond and gilt funds and 5% in an actively managed property fund. The target return funds diversify assets across multiple asset classes (which may include, among others, traditional equities and bonds) and may use derivatives. The bond and gilt funds generally invest in fixed income debt securities including government bonds, gilts, high yield and emerging market bonds, and investment grade corporate bonds and may use derivatives. The property funds are invested predominately in freehold and leasehold property.

CF INDUSTRIES HOLDINGS, INC.

The fair values of our pension plan assets as of December 31, 2017 and 2016, by major asset class, are as follows:

	North America
	December 31, 2017
	Total Fair Value				Quoted Prices in Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
	(in millions)
Cash and cash equivalents(1)	$	26			$	—			$	26			$	—
Equity mutual funds
Index equity(2)	136				136				—				—
Pooled equity(3)	42				—				42				—
Fixed income
U.S. Treasury bonds and notes(4)	15				15				—				—
Pooled mutual funds(5)	106				—				106				—
Corporate bonds and notes(6)	400				—				400				—
Government and agency securities(7)	9				—				9				—
Other(8)	3				—				3				—
Total assets at fair value by fair value levels	$	737			$	151			$	586			$	—
Receivables—net	1
Total assets	$	738

	United Kingdom
	December 31, 2017
	Total Fair Value				Quoted Prices in Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
	(in millions)
Cash	$	5			$	5			$	—			$	—
Pooled target return funds(9)	213				—				213				—
Fixed income													—
Pooled UK government index-linked securities(10)	31				—				31				—
Pooled global fixed income funds(11)	122				—				122				—
Total assets at fair value by fair value levels	$	371			$	5			$	366			$	—
Assets measured at NAV as a practical expedient
Pooled property funds(12)	43
Total assets measured at NAV as a practical expedient	43
Total assets at fair value	414
Accruals and payables—net	—
Total assets	$	414

CF INDUSTRIES HOLDINGS, INC.

	North America
	December 31, 2016
	Total Fair Value				Quoted Prices in Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
	(in millions)
Cash and cash equivalents(1)	$	39			$	6			$	33			$	—
Equity mutual funds
Index equity(2)	112				112				—				—
Pooled equity(3)	41				—				41				—
Fixed income
U.S. Treasury bonds and notes(4)	14				14				—				—
Pooled mutual funds(5)	86				—				86				—
Corporate bonds and notes(6)	329				—				329				—
Government and agency securities(7)	15				—				15				—
Other(8)	1				—				1				—
Total assets at fair value by fair value levels	$	637			$	132			$	505			$	—
Accruals and payables—net	(1		)
Total assets	$	636

	United Kingdom
	December 31, 2016
	Total Fair Value				Quoted Prices in Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
	(in millions)
Cash	$	3			$	3			$	—			$	—
Pooled target return funds(9)	185				—				185				—
Fixed income
Pooled UK government index-linked securities(10)	28				—				28				—
Pooled global fixed income funds(11)	114				—				114				—
Total assets at fair value by fair value levels	$	330			$	3			$	327			$	—
Assets measured at NAV as a practical expedient
Pooled property funds(12)	36
Total assets measured at NAV as a practical expedient	36
Total assets at fair value	366
Accruals and payables—net	—
Total assets	$	366

---

(1)	Cash and cash equivalents are primarily repurchase agreements and short-term money market funds.

(2)	The index equity funds are mutual funds that utilize a passively managed investment approach designed to track specific equity indices. They are valued at quoted market prices in an active market, which represent the net asset values of the shares held by the plan.

(3)	The equity pooled mutual funds consist of pooled funds that invest in common stock and other equity securities that are traded on U.S., Canadian, and foreign markets.

(4)	U.S. Treasury bonds and notes are valued based on quoted market prices in an active market.

CF INDUSTRIES HOLDINGS, INC.

(5)	The fixed income pooled mutual funds invest in investment-grade corporate debt, various governmental debt obligations, and mortgage-backed securities with varying maturities.

(6)	Corporate bonds and notes, including private placement securities, are valued by institutional bond pricing services, which gather information from market sources and integrate credit information, observed market movements and sector news into their pricing applications and models.

(7)	Government and agency securities consist of municipal bonds that are valued by institutional bond pricing services, which gather information on current trading activity, market movements, trends, and specific data on specialty issues.

(8)	Other includes primarily mortgage-backed and asset-backed securities, which are valued by institutional pricing services, which gather information from market sources and integrate credit information, observed market movements and sector news into their pricing applications and models.

(9)	Pooled target return funds invest in a broad array of asset classes and a range of diversifiers including the use of derivatives. The funds are valued at net asset value (NAV) as determined by the fund managers based on the value of the underlying net assets of the fund.

(10)	Pooled United Kingdom government index-linked funds invest primarily in United Kingdom government index-linked gilt securities. The funds are valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.

(11)	Pooled global fixed income funds invest primarily in government bonds, investment grade corporate bonds, high yield and emerging market bonds and can make use of derivatives. The funds are valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.

(12)	Pooled property funds invest primarily in freehold and leasehold property in the United Kingdom. The funds are valued using NAV as a practical expedient. NAV is determined by the fund managers based on the value of the underlying net assets of the fund.

We have defined contribution plans covering substantially all employees in North America and the United Kingdom. In North America, depending on the specific provisions of each plan, qualified employees receive company contributions based on a percentage of base salary, matching of employee contributions up to specified limits, or a combination of both. Qualified employees in the United Kingdom receive company contributions based on a percentage of base salary that are greater than employee contributions up to specified limits. In 2017, 2016, and 2015, we recognized expense related to company contributions to the defined contribution plans of $18 million, $16 million, and $14 million, respectively.

In addition to our qualified defined benefit pension plans, we also maintain certain nonqualified supplemental pension plans for highly compensated employees as defined under federal law. The amounts recognized in accrued expenses and other liabilities in our consolidated balance sheets for these plans were $2 million and $16 million as of December 31, 2017 and $3 million and $17 million as of December 31, 2016, respectively. We recognized expense for these plans of $2 million, $3 million, and $2 million in 2017, 2016, and 2015, respectively. The expense recognized in 2017 and 2016 includes a settlement charge of $1 million in each year, respectively.

CF INDUSTRIES HOLDINGS, INC.

11. Financing Agreements

Revolving Credit Agreement

We have a senior secured revolving credit agreement (as amended, including by an amendment effective July 29, 2016 (the July 2016 Credit Agreement Amendment) and an amendment entered into on October 31, 2016 and effective November 21, 2016 (the November 2016 Credit Agreement Amendment), the Revolving Credit Agreement) providing for a revolving credit facility of up to $750 million (reflecting a reduction from $1.5 billion as effected by the November 2016 Credit Agreement Amendment) with a maturity of September 18, 2020. 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 and general corporate purposes. CF Industries may designate as borrowers one or more wholly owned subsidiaries that are organized in the United States or any state thereof or the District of Columbia.

Borrowings under the Revolving Credit Agreement may be denominated in dollars, Canadian dollars, euros 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.

As of December 31, 2017, we had excess borrowing capacity under the Revolving Credit Agreement of $695 million (net of outstanding letters of credit of $55 million). There were no borrowings outstanding under the Revolving Credit Agreement as of December 31, 2017 or December 31, 2016, or during 2017. Maximum borrowings outstanding under the Revolving Credit Agreement during the year ended December 31, 2016 were $150 million with a weighted-average annual interest rate of 1.85%.

The Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including financial covenants. As of December 31, 2017, we were in compliance with all covenants under the Revolving Credit Agreement.

Letters of Credit

In addition to the letters of credit outstanding under the Revolving Credit Agreement, as described above, we have also entered into a bilateral agreement with capacity to issue letters of credit up to $75 million. As of December 31, 2017, approximately $72 million of letters of credit were outstanding under this agreement.

CF INDUSTRIES HOLDINGS, INC.

Senior Notes

Long-term debt presented on our consolidated balance sheets as of December 31, 2017 and December 31, 2016 consisted of the following Public Senior Notes (unsecured) and Senior Secured Notes issued by CF Industries:

	Effective Interest Rate		December 31, 2017								December 31, 2016
		Principal				Carrying Amount(1)				Principal				Carrying Amount(1)
			(in millions)
Public Senior Notes:
6.875% due May 2018	7.344%		$	—			$	—			$	800			$	795
7.125% due May 2020	7.529%		500				496				800				791
3.450% due June 2023	3.562%		750				746				750				745
5.150% due March 2034	5.279%		750				739				750				739
4.950% due June 2043	5.031%		750				741				750				741
5.375% due March 2044	5.465%		750				741				750				741
Senior Secured Notes:
3.400% due December 2021	3.782%		500				493				500				491
4.500% due December 2026	4.759%		750				736				750				735
Total long-term debt			$	4,750			$	4,692			$	5,850			$	5,778

---

(1)	Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was $12 million as of both December 31, 2017 and December 31, 2016, and total deferred debt issuance costs were $46 million and $60 million as of December 31, 2017 and December 31, 2016, respectively.

Public Senior Notes

Under the indentures (including the applicable supplemental indentures) governing the senior notes due 2018, 2020, 2023, 2034, 2043 and 2044 identified in the table above (the Public Senior Notes), each series of Public Senior Notes is guaranteed by CF Holdings. 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. The indentures governing the Public Senior Notes contain customary events of default (including cross-default triggered by acceleration of, or a principal payment default that is not cured within an applicable grace period under, other debt having a principal amount of $150 million or more) and covenants that limit, among other things, the ability of CF Holdings and its subsidiaries, including CF Industries, to incur liens on certain properties to secure debt.

If a Change of Control occurs together with a Ratings Downgrade (as both terms are defined under the indentures governing the Public Senior Notes), CF Industries would be required to offer to repurchase each series of Public Senior Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest. In addition, in the event that a subsidiary of CF Holdings, other than CF Industries, becomes a borrower or a guarantor under the Revolving Credit Agreement (or any renewal, replacement or refinancing thereof), such subsidiary would be required to become a guarantor of the Public Senior Notes, provided that such requirement will no longer apply with respect to the Public Senior Notes due 2023, 2034, 2043 and 2044 following the repayment of the Public Senior Notes due 2018 and 2020 or the subsidiaries of ours, other than CF Industries, otherwise becoming no longer subject to such a requirement to guarantee the Public Senior Notes due 2018 and 2020.

On November 21, 2016, in connection with the effectiveness of the November 2016 Credit Agreement Amendment, CF Industries Enterprises, Inc. (CFE) and CF Industries Sales, LLC (CFS) became subsidiary guarantors of the Public Senior Notes.

On December 1, 2017, CF Industries completed the early redemption of all of the $800 million outstanding principal amount of the 6.875% senior notes due May 2018 (the 2018 Notes) in accordance with the optional redemption provisions provided in the indenture governing the 2018 Notes. The total aggregate redemption price was approximately $817 million. On December 26, 2017, CF Industries purchased approximately $300 million aggregate principal amount of the $800 million outstanding principal amount of the 7.125% senior notes due 2020 (the 2020 Notes) pursuant to a tender offer. The aggregate purchase price was approximately $331 million. As a result of the early redemption of the 2018 Notes and the purchase of the 2020 Notes, we recognized a loss on debt extinguishment of $53 million, primarily consisting of $48 million of premiums paid for the early retirement of debt for the 2018 Notes and 2020 Notes.

CF INDUSTRIES HOLDINGS, INC.

Senior Secured Notes

On November 21, 2016, CF Industries issued $500 million aggregate principal amount of 3.400% senior secured notes due 2021 (the 2021 Notes) and $750 million aggregate principal amount of 4.500% senior secured notes due 2026 (the 2026 Notes, and together with the 2021 Notes, the Senior Secured Notes). The net proceeds, after deducting discounts and offering expenses, from the issuance and sale of the Senior Secured Notes were approximately $1.23 billion. CF Industries used approximately $1.18 billion of the net proceeds for the prepayment (including payment of a make-whole amount of approximately $170 million and accrued interest) in full of the outstanding $1.0 billion aggregate principal amount of the Private Senior Notes. See "—Private Senior Notes," below.

Interest on the Senior Secured Notes is payable semiannually on December 1 and June 1 beginning on June 1, 2017, 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.

Under the terms of the applicable indenture, the Senior Secured Notes of each series are fully and unconditionally 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. In accordance with the applicable indenture, CFE and CFS, in addition to CF Holdings, guaranteed the Senior Secured Notes of each series upon the initial issuance of the Senior Secured Notes.

Subject to certain exceptions, the obligations under each series of 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 CFS 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, hedging and similar obligations and future pari passu secured indebtedness, will be 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 on any date after the initial issuance of the Senior Secured Notes 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.

Under each of the indentures governing the Senior Secured Notes, specified changes of control involving CF Holdings or CF Industries, when accompanied by a ratings downgrade, as defined with respect to the applicable series of Senior Secured Notes, constitute change of control repurchase events. Upon the occurrence of a change of control repurchase event with respect to the 2021 Notes or the 2026 Notes, as applicable, unless CF Industries has exercised its option to redeem such Senior Secured Notes, CF Industries will be required to offer to repurchase them at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.

The indentures governing the Senior Secured Notes contain covenants that limit, among other things, the ability of CF Holdings and its subsidiaries, including CF Industries, to incur liens on certain assets to secure debt, to engage in sale and leaseback transactions, to sell or transfer Collateral, to merge or consolidate with other entities and to sell, lease or transfer all or substantially all of the assets of CF Holdings and its subsidiaries to another entity. Each of the indentures governing the Senior Secured Notes provides for customary events of default, which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest on the applicable Senior Secured Notes; failure to comply with other covenants or agreements under the indenture; certain defaults on other indebtedness; the failure of CF Holdings' or certain subsidiaries’ guarantees of the applicable Senior Secured Notes to be enforceable; lack of validity or perfection of any lien securing the obligations under the Senior Secured Notes and the guarantees with respect to Collateral having an aggregate fair market value equal to or greater than a specified amount; and specified events of bankruptcy or insolvency. Under each indenture governing the Senior Secured Notes, in the case of an event of default arising from one of the specified events of bankruptcy or insolvency, the applicable Senior Secured Notes would become due and payable immediately, and, in the case of any other event of default (other than an event of default related to CF Industries' and CF Holdings' reporting obligations), the trustee or the holders of at least 25% in aggregate principal amount of the applicable Senior Secured Notes then outstanding may declare all of such Senior Secured Notes to be due and payable immediately.

Private Senior Notes

The senior notes due 2022, 2025 and 2027 (the Private Senior Notes), issued by CF Industries on September 24, 2015, were governed by the terms of a note purchase agreement (as amended, including by an amendment effective September 7, 2016, the Note Purchase Agreement). The Private Senior Notes were guaranteed by CF Holdings. All obligations under the Note Purchase Agreement were unsecured.

CF INDUSTRIES HOLDINGS, INC.

On November 21, 2016, we prepaid in full the outstanding $1.0 billion aggregate principal amount of our Private Senior Notes. The prepayment of $1.18 billion included the payment of a make-whole amount of approximately $170 million and accrued interest. Loss on debt extinguishment of $167 million on our consolidated statements of operations excludes $3 million of the make-whole payment, which was accounted for as a modification and recognized on our consolidated balance sheet as deferred financing fees, a reduction of long-term debt, and is being amortized using the effective interest rate method over the term of the Senior Secured Notes.

Bridge Credit Agreement

On August 6, 2015, we entered into a definitive agreement (as amended, the Combination Agreement) to combine with the European, North American and global distribution businesses of OCI N.V. (OCI). On September 18, 2015, in connection with the proposed combination, CF Holdings and CF Industries entered into a senior unsecured 364-Day Bridge Credit Agreement (as amended, the Bridge Credit Agreement). Upon the termination of the Combination Agreement in the second quarter of 2016, the lenders’ commitments under the Bridge Credit Agreement terminated automatically. There were no borrowings under the Bridge Credit Agreement. See Note 12—Interest Expense for additional information.

12. Interest Expense

Details of interest expense are as follows:

	Year ended December 31,
	2017				2016				2015
	(in millions)
Interest on borrowings(1)	$	300			$	303			$	267
Fees on financing agreements(1)(2)(3)	16				59				17
Interest on tax liabilities	1				4				3
Interest capitalized	(2		)		(166		)		(154		)
Interest expense	$	315			$	200			$	133

---

(1)	See Note 11—Financing Agreements for additional information.

(2)

Fees on financing agreements for the year ended December 31, 2016 includes $28 million of fees related to the termination of the tranche B commitment under the bridge credit agreement as a result of the termination of the Combination Agreement. Fees on financing agreements for the year ended December 31, 2015 includes $6 million of accelerated amortization of deferred fees related to the termination in September 2015 of the tranche A commitment under the bridge credit agreement. See Note 11—Financing Agreements additional information.

(3)

Fees on financing agreements for the year ended December 31, 2016 includes $9 million of accelerated amortization of deferred fees related to the payment of the Private Senior Notes in November 2016, $2 million of accelerated amortization of deferred fees related to the July 2016 Credit Agreement Amendment, which reduced the Revolving Credit Facility to $1.5 billion from $2.0 billion, and $4 million of accelerated amortization of deferred fees related to the November 2016 Credit Agreement Amendment, which reduced the Revolving Credit Facility to $750 million from $1.5 billion. See Note 11—Financing Agreements for additional information.

CF INDUSTRIES HOLDINGS, INC.

13. Other Operating Expenses

Pursuant to the termination agreement entered into on May 22, 2016, under which CF Holdings, OCI and the other parties to the Combination Agreement agreed to terminate the Combination Agreement by mutual written consent, CF Holdings paid OCI a termination fee of $150 million, which is included in transaction costs in our consolidated statement of operations for the year ended December 31, 2016.

Details of other operating—net are as follows:

	Year ended December 31,
	2017				2016				2015
	(in millions)
Loss on disposal of property, plant and equipment—net	$	3			$	10			$	21
Expansion project costs(1)	—				73				51
Loss on foreign currency derivatives(2)	—				—				22
Loss (gain) on foreign currency transactions(3)	2				93				(8		)
Loss on embedded derivative(4)	4				23				—
Other	9				9				6
Other operating—net	$	18			$	208			$	92

(1)	Expansion project costs that did not qualify for capitalization include amounts related to administrative and consulting services for our capacity expansion projects in Port Neal, Iowa and Donaldsonville, Louisiana. Our capacity expansion projects were completed as of December 31, 2016.

(2)	See Note 14—Derivative Financial Instruments for additional information.

(3)	Loss (gain) on foreign currency transactions primarily relates to the unrealized foreign currency exchange rate impact on intercompany debt that has not been permanently invested.

(4)	The loss on embedded derivative consists of unrealized and realized losses related to a provision of our strategic venture with CHS. See Note 8—Fair Value Measurements for additional information.

14. Derivative Financial Instruments

We use derivative financial instruments to reduce our exposure to changes in commodity prices and foreign currency exchange rates.

Commodity Price Risk Management

Natural gas is the largest and most volatile component of the manufacturing cost for nitrogen-based products. We manage the risk of changes in natural gas prices primarily through the use of derivative financial instruments. The derivatives that we use for this purpose are primarily natural gas fixed price swaps and natural gas options traded in the OTC markets. These natural gas derivatives settle using primarily a NYMEX futures price index, which represents the basis for fair value at any given time. We enter into natural gas derivative contracts with respect to natural gas to be consumed by us in the future, and settlements of those derivative contracts are scheduled to coincide with our anticipated purchases of natural gas used to manufacture nitrogen products during those future periods. We use natural gas derivatives as an economic hedge of natural gas price risk, but without the application of hedge accounting. As a result, changes in fair value of these contracts are recognized in earnings. As of December 31, 2017, we have natural gas derivative contracts covering periods through the end of 2018.

As of December 31, 2017 and 2016, we had open natural gas derivative contracts for 35.9 million MMBtus and 183.0 million MMBtus, respectively. For the year ended December 31, 2017, we used derivatives to cover approximately 42% of our natural gas consumption.

Foreign Currency Exchange Rates

A portion of the costs for our completed capacity expansion projects at our Donaldsonville, Louisiana complex and Port Neal, Iowa complex were euro-denominated. In order to manage our exposure to changes in the euro to U.S. dollar currency exchange rates, we hedged our projected euro-denominated payments through the end of 2016 using foreign currency forward contracts.

CF INDUSTRIES HOLDINGS, INC.

As of December 31, 2017 and December 31, 2016, accumulated other comprehensive loss (AOCL) includes $6 million and $7 million, respectively, of pre-tax gains related to the foreign currency derivatives that were originally designated as cash flow hedges. The balance in AOCL is being reclassified into income over the depreciable lives of the property, plant and equipment associated with the capacity expansion projects, of which $1 million was reclassifed into income in 2017.

The effect of derivatives in our consolidated statements of operations is shown in the table below:

	Gain (loss) in income
			Year ended December 31,
	Location		2017				2016				2015
			(in millions)
Natural gas derivatives	Cost of sales		$	(61	)		$	260			$	(176	)
Foreign exchange contracts	Other operating—net		—				—				22
Unrealized (losses) gains recognized in income			(61		)		260				(154		)
Realized losses			(26		)		(133		)		(114		)
Net derivative (losses) gains			$	(87	)		$	127			$	(268	)

The fair values of derivatives on our consolidated balance sheets are shown below. As of December 31, 2017 and 2016, none of our derivative instruments were designated as hedging instruments. See Note 8—Fair Value Measurements for additional information on derivative fair values.

	Asset Derivatives										Liability Derivatives
	Balance Sheet Location		December 31,								Balance Sheet Location		December 31,
		2017				2016					2017				2016
			(in millions)										(in millions)
Natural gas derivatives	Other current assets		$	1			$	52			Other current liabilities		$	(12	)		$	—
Natural gas derivatives	Other assets		—				4				Other liabilities		—				(6		)
Total derivatives			$	1			$	56					$	(12	)		$	(6	)

The counterparties to our derivative contracts are multinational commercial banks, major financial institutions and large energy companies. Our derivatives are executed with several counterparties, generally under International Swaps and Derivatives Association (ISDA) agreements. The ISDA agreements are master netting arrangements commonly used for OTC derivatives that mitigate exposure to counterparty credit risk, in part, by creating contractual rights of netting and setoff, the specifics of which vary from agreement to agreement. These rights are described further below:

•	Settlement netting generally allows us and our counterparties to net, into a single net payable or receivable, ordinary settlement obligations arising between us under the ISDA agreement on the same day, in the same currency, for the same types of derivative instruments, and through the same pairing of offices.

•

Close-out netting rights are provided in the event of a default or other termination event (as defined in the ISDA agreements), including bankruptcy. Depending on the cause of early termination, the non-defaulting party may elect to terminate all or some transactions outstanding under the ISDA agreement. The values of all terminated transactions and certain other payments under the ISDA agreement are netted, resulting in a single net close-out amount payable to or by the non-defaulting party. Termination values may be determined using a mark-to-market approach or based on a party's good faith estimate of its loss. If the final net close-out amount is payable by the non-defaulting party, that party's obligation to make the payment may be conditioned on factors such as the termination of all derivative transactions between the parties or payment in full of all of the defaulting party's obligations to the non-defaulting party, in each case regardless of whether arising under the ISDA agreement or otherwise.

•

Setoff rights are provided by certain of our ISDA agreements and generally allow a non-defaulting party to elect to set off, against the final net close-out payment, other matured and contingent amounts payable between us and our counterparties under the ISDA agreement or otherwise. Typically, these setoff rights arise upon the early termination of all transactions outstanding under an ISDA agreement following a default or specified termination event.

CF INDUSTRIES HOLDINGS, INC.

Most of our ISDA agreements contain credit-risk-related contingent features such as cross default provisions and credit support thresholds. In the event of certain defaults or a credit ratings downgrade, our counterparty may request early termination and net settlement of certain derivative trades or may require us to collateralize derivatives in a net liability position. The Revolving Credit Agreement, at any time when it is secured, provides a cross collateral feature for those of our derivatives that are with counterparties that are party to, or affiliates of parties to, the Revolving Credit Agreement so that no separate collateral would be required for those counterparties in connection with such derivatives. In the event the Revolving Credit Agreement becomes unsecured, separate collateral could be required in connection with such derivatives. As of December 31, 2017 and 2016, the aggregate fair value of the derivative instruments with credit-risk-related contingent features in net liability positions was $12 million and zero, respectively, which also approximates the fair value of the maximum amount of additional collateral that would need to be posted or assets needed to settle the obligations if the credit-risk-related contingent features were triggered at the reporting dates. As of December 31, 2017 and 2016, we had no cash collateral on deposit with counterparties for derivative contracts. The credit support documents executed in connection with certain of our ISDA agreements generally provide us and our counterparties the right to set off collateral against amounts owing under the ISDA agreements upon the occurrence of a default or a specified termination event.

The following table presents amounts relevant to offsetting of our derivative assets and liabilities as of December 31, 2017 and 2016:

	Amounts presented in consolidated balance sheets(1)				Gross amounts not offset in consolidated balance sheets
		Financial instruments				Cash collateral received (pledged)				Net amount
	(in millions)
December 31, 2017
Total derivative assets	$	1			$	1			$	—			$	—
Total derivative liabilities	(12		)		(1		)		—				(11		)
Net derivative liabilities	$	(11	)		$	—			$	—			$	(11	)
December 31, 2016
Total derivative assets	$	56			$	6			$	—			$	50
Total derivative liabilities	(6		)		(6		)		—				—
Net derivative assets	$	50			$	—			$	—			$	50

---

(1)	We report the fair values of our derivative assets and liabilities on a gross basis on our consolidated balance sheets. As a result, the gross amounts recognized and net amounts presented are the same.

We do not believe the contractually allowed netting, close-out netting or setoff of amounts owed to, or due from, the counterparties to our ISDA agreements would have a material effect on our financial position.

15. Supplemental Balance Sheet Data

Accounts Receivable—Net

Accounts receivable—net consist of the following:

	December 31,
	2017				2016
	(in millions)
Trade	$	297			$	227
Other	10				9
Accounts receivable—net	$	307			$	236

Trade accounts receivable is net of an allowance for doubtful accounts of $3 million as of December 31, 2017 and 2016.

CF INDUSTRIES HOLDINGS, INC.

Inventories

Inventories consist of the following:

	December 31,
	2017				2016
	(in millions)
Finished goods	$	233			$	279
Raw materials, spare parts and supplies	42				60
Total inventories	$	275			$	339

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

	December 31,
	2017				2016
	(in millions)
Accounts payable	$	99			$	81
Capacity expansion project costs	—				185
Accrued natural gas costs	109				111
Payroll and employee-related costs	65				46
Accrued interest	38				53
Other	161				162
Accounts payable and accrued expenses	$	472			$	638

Capacity expansion project costs included the capital expenditures invested in the capacity expansion projects. We completed our capacity expansion projects at Donaldsonville, Louisiana and Port Neal, Iowa in December 2016.

Payroll and employee-related costs include accrued salaries and wages, vacation, incentive plans and payroll taxes.

Accrued interest includes interest payable on our outstanding senior notes. See Note 11—Financing Agreements and Note 12—Interest Expense for additional information.

Other includes accrued utilities, property taxes, sales incentives and other credits, accrued litigation settlement costs, accrued transaction costs, maintenance and professional services.

Other Current Liabilities

As of December 31, 2017, other current liabilities of $17 million consists of $12 million of unrealized loss on natural gas derivatives and $5 million of the current portion of the unrealized loss on the embedded derivative liability related to our strategic venture with CHS. See Note 8—Fair Value Measurements, Note 14—Derivative Financial Instruments and Note 16—Noncontrolling Interests for additional information.

As of December 31, 2016, other current liabilities of $5 million consists of the current portion of the unrealized loss on the embedded derivative liability related to our strategic venture with CHS.

CF INDUSTRIES HOLDINGS, INC.

Other Liabilities

Other liabilities consist of the following:

	December 31,
	2017				2016
	(in millions)
Benefit plans and deferred compensation	$	324			$	393
Tax-related liabilities	93				103
Unrealized losses on derivatives	—				6
Unrealized loss on embedded derivative	20				21
Environmental and related costs	7				8
Other	16				14
Other liabilities	$	460			$	545

Benefit plans and deferred compensation include liabilities for pensions, retiree medical benefits, and the noncurrent portion of incentive plans. See Note 10—Pension and Other Postretirement Benefits for additional information.

16. Noncontrolling Interests

A reconciliation of the beginning and ending balances of noncontrolling interests and distributions payable to the noncontrolling interests on our consolidated balance sheets is provided below.

	Year ended December 31,
	2017												2016												2015
	CFN				TNCLP				Total				CFN				TNCLP				Total				TNCLP
					(in millions)
Noncontrolling interests:
Beginning balance	$	2,806			$	338			$	3,144			$	—			$	352			$	352			$	363
Issuance of noncontrolling interest in CFN	—				—				—				2,792				—				2,792				—
Earnings attributable to noncontrolling interests	73				19				92				93				26				119				34
Declaration of distributions payable	(107		)		(24		)		(131		)		(79		)		(40		)		(119		)		(45		)
Ending balance	$	2,772			$	333			$	3,105			$	2,806			$	338			$	3,144			$	352
Distributions payable to noncontrolling interests:
Beginning balance	$	—			$	—			$	—			$	—			$	—			$	—			$	—
Declaration of distributions payable	107				24				131				79				40				119				45
Distributions to noncontrolling interests	(107		)		(24		)		(131		)		(79		)		(40		)		(119		)		(45		)
Ending balance	$	—			$	—			$	—			$	—			$	—			$	—			$	—

CF INDUSTRIES HOLDINGS, INC.

CF Industries Nitrogen, LLC (CFN)

We commenced a strategic venture with CHS on February 1, 2016, at which time CHS purchased a minority equity interest in CFN, a subsidiary of CF Holdings, for $2.8 billion, which represented approximately 11% of the membership interest of CFN. We own the remaining membership interest. 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 and any member contributions made to, 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 interests in our consolidated financial statements. On February 1, 2016, CHS also began receiving 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 minority 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, 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. In 2016, our credit ratings were reduced and we made a payment to CHS. In 2017, since our credit ratings had not changed, we made a second $5 million payment to CHS. The payment 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 December 31, 2017 and 2016, the embedded derivative liability of $25 million and $26 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 years ended December 31, 2017 and 2016 is a net loss of $4 million and $23 million, respectively. See Note 8—Fair Value Measurements for additional information.

In the first quarter of 2018, the CFN Board of Managers approved semi-annual distribution payments for the distribution period ended December 31, 2017 in accordance with the Second Amended and Restated Limited Liability Company Agreement of CFN. On January 31, 2018, CFN distributed $49 million to CHS for the distribution period ended December 31, 2017.

Terra Nitrogen Company, L.P. (TNCLP)

TNCLP is a master limited partnership (MLP) that owns a nitrogen fertilizer manufacturing facility in Verdigris, Oklahoma. We own approximately 75.3% of TNCLP through general and limited partnership interests. Outside investors own the remaining approximately 24.7% of the limited partnership. For financial reporting purposes, the assets, liabilities and earnings of the partnership are consolidated into our financial statements. The outside investors' limited partnership interests in the partnership are recorded in noncontrolling interests in our consolidated financial statements. The noncontrolling interest represents the noncontrolling unitholders' interest in the earnings and equity of TNCLP. Affiliates of CF Industries are required to purchase all of TNCLP's fertilizer products at market prices as defined in the Amendment to the General and Administrative Services and Product Offtake Agreement, dated September 28, 2010.

TNCLP makes cash distributions to the general and limited partners based on formulas defined within its First Amended and Restated Agreement of Limited Partnership (as amended, the TNCLP Agreement of Limited Partnership). Cash available for distribution (Available Cash) is defined in the TNCLP Agreement of Limited Partnership generally as all cash receipts less all cash disbursements, less certain reserves (including reserves for future operating and capital needs) established as the general partner determines in its reasonable discretion to be necessary or appropriate. Changes in working capital affect Available Cash, as increases in the amount of cash invested in working capital items (such as increases in receivables or inventory and decreases in accounts payable) reduce Available Cash, while declines in the amount of cash invested in working capital items increase Available Cash. Cash distributions to the limited partners and general partner vary depending on the extent to which the cumulative distributions exceed certain target threshold levels set forth in the TNCLP Agreement of Limited Partnership.

In each quarter of 2017, 2016 and 2015, the minimum quarterly distributions requirements under the TNCLP Agreement of Limited Partnership were satisfied, which entitled TNGP, the general partner of TNCLP and an indirect wholly owned subsidiary of CF Holdings, to receive incentive distributions on its general partner interests (in addition to minimum quarterly distributions). TNGP has assigned its right to receive such incentive distributions to an affiliate of TNGP that is also an indirect wholly owned subsidiary of CF Holdings. The earnings attributed to our general partner interest in excess of the threshold levels for the years ended December 31, 2017, 2016 and 2015 were $41 million, $65 million and $116 million, respectively.

CF INDUSTRIES HOLDINGS, INC.

On February 7, 2018, we announced that TNGP elected to exercise its right to purchase all of the 4,612,562 publicly traded common units of TNCLP on April 2, 2018, for a cash purchase price of $84.033 per unit in accordance with the terms of TNCLP’s partnership agreement. The purchase price of $84.033 per unit was determined under the terms of TNCLP’s partnership agreement as the average of the daily closing prices per common unit for the 20 consecutive trading days beginning with January 5, 2018 and ending with February 2, 2018. The purchase price of all of the 4,612,562 publicly traded common units of TNCLP is approximately $390 million. We intend to fund the purchase with cash on hand. As of the April 2, 2018 purchase date, all rights of the holders of the units will terminate, with the exception of the right to receive payment of the purchase price. Upon completion of the purchase, we will own 100 percent of the general and limited partnership interests of TNCLP, and the common units representing limited partner interests will cease to be publicly traded or listed on the New York Stock Exchange.

Internal Revenue Service Regulation Impacting Master Limited Partnerships

Currently, no federal income taxes are paid by TNCLP due to its MLP status. Partnerships are generally not subject to federal income tax, although publicly-traded partnerships (such as TNCLP) are treated as corporations for federal income tax purposes (and therefore are subject to federal income tax), unless at least 90% of the partnership's gross income is "qualifying income" as defined in Section 7704 of the Internal Revenue Code of 1986, as amended, and the partnership is not required to register as an investment company under the Investment Company Act of 1940. Any change in the tax treatment of income from fertilizer-related activities as qualifying income could cause TNCLP to be treated as a corporation for federal income tax purposes. If TNCLP were taxed as a corporation, under current law, due to its current ownership interest, CF Industries would qualify for a partial dividends received deduction on the dividends received from TNCLP. Therefore, we would not expect a change in the tax treatment of TNCLP to have a material impact on the consolidated financial condition or results of operations of CF Holdings.

On January 19, 2017, the Internal Revenue Service (IRS) issued final regulations on the types of income and activities that constitute or generate qualifying income of a MLP. For calendar year MLPs, the effective date of the regulations is January 1, 2018. The regulations have the effect of limiting the types of income and activities that qualify under the MLP rules, subject to certain transition provisions. The regulations define the activities that generate qualifying income from certain processing or refining and transportation activities with respect to any mineral or natural resource (including fertilizer) as activities that generate qualifying income, but the regulations reserve on specifics regarding fertilizer-related activities. We continue to monitor these IRS regulatory activities.

CF INDUSTRIES HOLDINGS, INC.

17. Stockholders' Equity

Common Stock

Our Board of Directors (the Board) has authorized certain programs to repurchase shares of our common stock. These programs have generally permitted repurchases to be made from time to time in the open market, through privately-negotiated transactions, through block transactions or otherwise. Our management has determined the manner, timing and amount of repurchases under these programs based on the evaluation of market conditions, stock price and other factors.

On August 6, 2014, the Board authorized a program to repurchase up to $1 billion of the common stock of CF Holdings through December 31, 2016 (the 2014 Program). The following table summarizes the share repurchases under the 2014 Program.

	2014 Program
	Shares			Amounts
	(in millions)
Shares repurchased as of December 31, 2014	7.0			$	373
Shares repurchased in 2015:
First quarter	4.1			$	237
Second quarter	4.5			268
Third quarter	0.3			22
Fourth quarter	—			—
Total shares repurchased in 2015	8.9			527
Shares repurchased as of December 31, 2015	15.9			$	900

In 2016, no shares were repurchased under the 2014 Program. The 2014 Program expired on December 31, 2016 with$100 million of repurchase authorization remaining. No share repurchase programs were authorized by the Board in 2017.

During 2016 and 2015, we retired 2.4 million shares and 10.7 million shares, respectively, of repurchased stock. The retired shares were returned to the status of authorized but unissued shares. As part of the retirements, we reduced our treasury stock, paid-in capital, and retained earnings balances for 2016 by $150 million, $14 million, and $136 million, respectively, and for 2015 by $597 million, $62 million, and $535 million, respectively. As of December 31, 2017, 2016 and 2015, we held in treasury approximately one thousand shares, 28 thousand shares and 2.4 million shares, respectively, of repurchased stock.

Changes in common shares outstanding are as follows:

	Year ended December 31,
	2017			2016			2015
Beginning balance	233,114,169			233,081,556			241,673,050
Exercise of stock options	90,938			17,600			274,705
Issuance of restricted stock(1)	93,833			44,941			40,673
Forfeitures of restricted stock	—			(10,000	)		—
Purchase of treasury shares(2)	(11,851	)		(19,928	)		(8,906,872	)
Ending balance	233,287,089			233,114,169			233,081,556

---

(1)	Includes shares issued from treasury.

(2)	Includes shares withheld to pay employee tax obligations upon the vesting of restricted stock.

CF INDUSTRIES HOLDINGS, INC.

Preferred Stock

CF Holdings is authorized to issue 50 million shares of $0.01 par value preferred stock. Our Second Amended and Restated Certificate of Incorporation, as amended, authorizes the Board, without any further stockholder action or approval, to issue these shares in one or more classes or series, and (except in the case of our Series A Junior Participating Preferred Stock, 500,000 shares of which are authorized and the terms of which were specified in the original certificate of incorporation of CF Holdings) to fix the rights, preferences and privileges of the shares of each wholly unissued class or series and any of its qualifications, limitations or restrictions. The Series A Junior Participating Preferred Stock had been established in CF Holdings’ original certificate of incorporation in connection with our former stockholder rights plan that expired in 2015. In September 2016, in connection with the Plan (as defined below), 500,000 shares of preferred stock were designated as Series B Junior Participating Preferred Stock. In July 2017, the Series B Junior Participating Preferred Stock was eliminated in connection with the expiration of the Plan. No shares of preferred stock have been issued.

Tax Benefits Preservation Plan

As of December 31, 2016, we had a stockholders rights plan intended to help protect our tax net operating losses and certain other tax assets by deterring any person from becoming a "5-percent shareholder" (as defined in Section 382 of the Internal Revenue Code of 1986, as amended). The terms of the rights were set forth in a Tax Benefits Preservation Plan (the Plan) dated as of September 6, 2016 and amended as of July 25, 2017 between us and Computershare Trust Company, N.A., as rights agent. The rights expired on July 25, 2017 without having been exercised.

Accumulated Other Comprehensive (Loss) Income

Changes to accumulated other comprehensive (loss) income (AOCI) and the impact on other comprehensive income (loss) are as follows:

	Foreign Currency Translation Adjustment				Unrealized Gain (Loss) on Securities				Unrealized Gain (Loss) on Derivatives				Defined Benefit Plans				Accumulated Other Comprehensive (Loss) Income
	(in millions)
Balance as of December 31, 2014	$	(41	)		$	1			$	5			$	(125	)		$	(160	)
Reclassification to earnings	—				1				—				6				7
Impact of CF Fertilisers UK acquisition	9				—				—				38				47
Gain arising during the period	—				—				—				24				24
Effect of exchange rate changes and deferred taxes	(166		)		(1		)		—				(1		)		(168		)
Balance as of December 31, 2015	(198		)		1				5				(58		)		(250		)
Unrealized loss	—				(1		)		—				—				(1		)
Reclassification to earnings	—				1				—				1				2
Loss arising during the period	—				—				—				(97		)		(97		)
Effect of exchange rate changes and deferred taxes	(74		)		—				—				22				(52		)
Balance as of December 31, 2016	(272		)		1				5				(132		)		(398		)
Reclassification to earnings	—				—				(1		)		1				—
Gain arising during the period	—				—				—				19				19
Effect of exchange rate changes and deferred taxes	127				—				—				(11		)		116
Balance as of December 31, 2017	$	(145	)		$	1			$	4			$	(123	)		$	(263	)

CF INDUSTRIES HOLDINGS, INC.

Reclassifications out of AOCI to the consolidated statements of operations for the years ended December 31, 2017, 2016 and 2015 were as follows:

	Year ended December 31,
	2017				2016				2015
	(in millions)
Foreign Currency Translation Adjustment
CF Fertilisers UK equity method investment remeasurement(1)	$	—			$	—			$	9
Total before tax	—				—				9
Tax effect	—				—				—
Net of tax	$	—			$	—			$	9
Unrealized Gain (Loss) on Securities
Available-for-sale securities(2)	$	—			$	1			$	1
Total before tax	—				1				1
Tax effect	—				—				(1		)
Net of tax	$	—			$	1			$	—
Unrealized Gain (Loss) on Derivatives
Reclassification of de-designated hedges	$	(1	)		$	—			$	—
Total before tax	(1		)		—				—
Tax effect	—				—				—
Net of tax	$	(1	)		$	—			$	—
Defined Benefit Plans
CF Fertilisers UK equity method investment remeasurement(1)	$	—			$	—			$	38
Amortization of prior service cost (benefit)(3)	(1		)		(1		)		(1		)
Amortization of net loss(3)	2				2				7
Total before tax	1				1				44
Tax effect	—				—				(2		)
Net of tax	$	1			$	1			$	42
Total reclassifications for the period	$	—			$	2			$	51

---

(1)	Represents the amount that was reclassified from AOCI into equity in earnings of non-operating affiliates—net of taxes as a result of the remeasurement to fair value of our initial 50% equity interest in CF Fertilisers UK.

(2)	Represents the balance that was reclassified into interest income.

(3)	These components are included in the computation of net periodic pension cost and were reclassified from AOCI into cost of sales and selling, general and administrative expenses.

CF INDUSTRIES HOLDINGS, INC.

18. Stock-Based Compensation

2014 Equity and Incentive Plan

On May 14, 2014, our shareholders approved the CF Industries Holdings, Inc. 2014 Equity and Incentive Plan (the 2014 Equity and Incentive Plan) which replaced the CF Industries Holdings, Inc. 2009 Equity and Incentive Plan. Under the 2014 Equity and Incentive Plan, we may grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards (payable in cash or stock) and other stock-based awards to our officers, employees, consultants and independent contractors (including non-employee directors). The purpose of the 2014 Equity and Incentive Plan is to provide an incentive for our employees, officers, consultants and non-employee directors that is aligned with the interests of our stockholders.

Share Reserve and Individual Award Limits

The maximum number of shares reserved for the grant of awards under the 2014 Equity and Incentive Plan is the sum of (i) 13.9 million and (ii) the number of shares subject to outstanding awards under our predecessor plans to the extent such awards terminate or expire without delivery of shares. For purposes of determining the number of shares of stock available for grant under the 2014 Equity and Incentive Plan, each option or stock appreciation right is counted against the reserve as one share. Each share of stock granted, other than an option or a stock appreciation right, is counted against the reserve as 1.61 shares. If any outstanding award expires or is settled in cash, any unissued shares subject to the award are again available for grant under the 2014 Equity and Incentive Plan. Shares tendered in payment of the exercise price of an option and shares withheld by the Company or otherwise received by the Company to satisfy tax withholding obligations are not available for future grant under the 2014 Equity and Incentive Plan. As of December 31, 2017, we had 9.5 million shares available for future awards under the 2014 Equity and Incentive Plan. The 2014 Equity and Incentive Plan provides that no more than 5.0 million underlying shares may be granted to a participant in any one calendar year.

Stock Options

Under the 2014 Equity and Incentive Plan and our predecessor plans, we granted to plan participants nonqualified stock options to purchase shares of our common stock. The exercise price of these options is equal to the market price of our common stock on the date of grant. The contractual life of each option is ten years and generally one-third of the options vest on each of the first three anniversaries of the date of grant.

The fair value of each stock option award is estimated using the Black-Scholes option valuation model. Key assumptions used and resulting grant date fair values are shown in the following table.

	2017		2016		2015
Weighted-average assumptions:
Expected term of stock options	4.3 Years		4.3 Years		4.3 Years
Expected volatility	40%		39%		31%
Risk-free interest rate	1.9%		1.2%		1.5%
Expected dividend yield	3.9%		3.3%		1.9%
Weighted-average grant date fair value	$7.66		$8.97		$13.99

The expected volatility of our stock options is based on the combination of the historical volatility of our common stock and implied volatilities of exchange traded options on our common stock. The expected term of options is estimated based on our historical exercise experience, post-vesting employment termination behavior and the contractual term. The risk-free interest rate is based on the U.S. Treasury Strip yield curve in effect at the time of grant for the expected term of the options.

CF INDUSTRIES HOLDINGS, INC.

A summary of stock option activity during the year ended December 31, 2017 is presented below:

	Shares			Weighted- Average Exercise Price
Outstanding as of December 31, 2016	4,905,272			$	40.18
Granted	1,790,100			31.00
Exercised	(90,938	)		16.48
Forfeited	(104,424	)		34.96
Expired	(67,276	)		48.15
Outstanding as of December 31, 2017	6,432,734			37.97
Exercisable as of December 31, 2017	3,568,992			40.16

Selected amounts pertaining to stock option exercises are as follows:

	2017				2016				2015
	(in millions)
Cash received from stock option exercises	$	1			$	—			$	8
Actual tax benefit realized from stock option exercises	$	1			$	—			$	2
Pre-tax intrinsic value of stock options exercised	$	2			$	—			$	8

The following table summarizes information about stock options outstanding and exercisable as of December 31, 2017:

	Options Outstanding													Options Exercisable
Range of Exercise Prices	Shares			Weighted- Average Remaining Contractual Term (years)		Weighted- Average Exercise Price				Aggregate Intrinsic Value(1) (in millions)				Shares			Weighted- Average Remaining Contractual Term (years)		Weighted- Average Exercise Price				Aggregate Intrinsic Value(1) (in millions)
$ 9.73 - $20.00	502,120			2.2		$	15.39			$	14			502,120			2.2		$	15.39			$	14
$20.01 - $62.25	5,930,614			7.2		39.88				36				3,066,872			5.6		44.22				10
	6,432,734			6.8		37.97				$	50			3,568,992			5.4		40.16				$	24

---

(1)	The aggregate intrinsic value represents the total pre-tax intrinsic value, based on our closing stock price of $42.54 as of December 31, 2017, which would have been received by the option holders had all option holders exercised their options as of that date.

Restricted Stock Awards, Restricted Stock Units and Performance Share Units

The fair value of a restricted stock award (RSA) or an award of restricted stock units (RSU) is equal to the number of shares subject to the award multiplied by the closing market price of our common stock on the date of grant. We estimated the fair value of each performance share unit (PSU) on the date of grant using a Monte Carlo simulation. RSU and PSU awards are granted to key employees and generally vest three years from the date of grant. The vesting of PSUs is also subject to the attainment of applicable performance goals during the performance period. The RSAs awarded to non-management members of the Board vest the earlier of one year from the date of the grant or the date of the next annual stockholder meeting. During the vesting period, the holders of the RSAs are entitled to dividends and voting rights. During the vesting period, the holders of the RSUs are paid dividend equivalents in cash to the extent we pay cash dividends. PSUs accrue dividend equivalents to the extent we pay cash dividends on our common stock during the performance and vesting period. Upon vesting of the PSUs, holders are paid the accrued dividend equivalents based on the shares of common stock, if any, delivered in settlement of PSUs. Holders of RSUs and PSUs are not entitled to voting rights unless and until the awards have vested.

CF INDUSTRIES HOLDINGS, INC.

A summary of restricted stock activity during the year ended December 31, 2017 is presented below:

	Restricted Stock Awards							Restricted Stock Units							Performance Share Units
	Shares			Weighted- Average Grant-Date Fair Value				Shares			Weighted- Average Grant-Date Fair Value				Shares			Weighted-Average Grant-Date Fair Value
Outstanding as of December 31, 2016	41,645			$	27.85			158,723			$	44.38			106,715			$	59.48
Granted	51,258			27.31				159,220			31.20				61,550			45.37
Restrictions lapsed (vested)(1)	(41,645	)		27.85				(42,575	)		49.55				(25,625	)		77.65
Forfeited	—			—				(5,123	)		39.98				(2,059	)		72.98
Outstanding as of December 31, 2017	51,258			27.31				270,245			35.88				140,581			49.79

---

(1)	For performance share units, the shares represent the performance share units granted in 2014, for which the three year performance period ended December 31, 2016. Because the applicable performance goals were not met, no common shares were delivered in settlement of these units.

The 2017, 2016 and 2015 weighted-average grant date fair value for RSAs was $27.31, $27.85, and $61.54, for RSUs was $31.20, $36.00, and $61.60, and for PSUs was $45.37, $40.62, and $91.13, respectively.

Selected amounts pertaining to restricted stock awards that vested are as follows:

	Year ended December 31,
	2017				2016				2015
	(in millions)
Actual tax benefit realized from restricted stock vested	$	1			$	1			$	1
Fair value of restricted stock vested	$	2			$	2			$	5

Compensation Cost

Compensation cost is recorded primarily in selling, general and administrative expenses. The following table summarizes stock-based compensation costs and related income tax benefits.

	Year ended December 31,
	2017				2016				2015
	(in millions)
Stock-based compensation expense	$	17			$	19			$	17
Income tax benefit	(6		)		(7		)		(6		)
Stock-based compensation expense, net of income taxes	$	11			$	12			$	11

As of December 31, 2017, pre-tax unrecognized compensation cost was $14 million for stock options, which will be recognized over a weighted-average period of 1.8 years, $6 million for RSAs and RSUs, which will be recognized over a weighted-average period of 1.8 years, and $3 million for PSUs, which will be recognized over a weighted-average period of 1.8 years.

Excess tax benefits realized from the vesting of restricted stock or stock option exercises are recognized as an income tax benefit in our consolidated statements of operations and are required to be reported as an operating cash inflow rather than a reduction of taxes paid. The excess tax benefits in 2017, 2016 and 2015 were $1 million, zero, and $2 million, respectively.

CF INDUSTRIES HOLDINGS, INC.

19. 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) have been named as defendants along with other companies in lawsuits filed in 2013, 2014 and 2015 in the District Court of McLennan County, Texas by the City of West, individual residents of the County and other parties seeking recovery for damages allegedly sustained as a result of the explosion. The cases have been consolidated for discovery and pretrial proceedings in the District Court of McLennan County under the caption "In re: West Explosion Cases." The two-year statute of limitations expired on April 17, 2015. As of that date, over 400 plaintiffs had filed claims, including at least 9 entities, 325 individuals, and 80 insurance companies. Plaintiffs allege various theories of negligence, strict liability, 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 have manufactured and sold to others have been delivered to the facility and may have been stored at the West facility at the time of the incident.

The Court granted in part and denied in part the CF Entities' Motions for Summary Judgment in August 2015. Over one hundred sixty 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 trial is expected to be scheduled for later in 2018. 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

Louisiana Environmental Matters

Clean Air Act—Ozone Nonattainment Designation

Our Donaldsonville nitrogen complex is located in a five-parish region near Baton Rouge, Louisiana. On December 15, 2016, the EPA redesignated the Baton Rouge Nonattainment Area as "attainment" with respect to the 2008 8-hour ozone national ambient air quality standard (NAAQS). However, based on 2013-2015 air quality monitoring data, the State of Louisiana recommended that the EPA designate the Baton Rouge area as "non-attainment" pursuant to the updated 2015 8-hour ozone standard. On December 20, 2017, the EPA notified the state of Louisiana that it intends to designate the Baton Rouge area as non-attainment for the 2015 ozone standard. On January 5, 2018, the EPA published notice of a public comment period with respect to the proposed attainment/non-attainment designations of certain air quality regions, including the Baton Rouge area. Designation of the Baton Rouge area as nonattainment with respect to the 2015 ozone standard could result in more stringent air pollution emissions limits for our existing operation and would subject our facilities to more stringent requirements to obtain approvals for plant expansions, or could make it difficult to obtain such approvals.

Florida Environmental Matters

On March 17, 2014, we completed the sale of our phosphate mining and manufacturing business, which was located in Florida, to Mosaic. Pursuant to the terms of the definitive agreement executed in October 2013, Mosaic assumed the following environmental matters and we agreed to indemnify Mosaic with respect to losses arising out of the matters below, subject to a maximum indemnification cap and the other terms of the definitive agreement.

CF INDUSTRIES HOLDINGS, INC.

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 do not know at this time if this matter will be settled prior to initiation of formal legal action.

We cannot estimate the potential penalties, fines or other expenditures, if any, that may result from the Clean Air Act NOV and, therefore, we cannot determine if the ultimate outcome of this matter will have a material impact on our consolidated financial position, results of operations or cash flows.

EPCRA/CERCLA Notice of Violation

By letter dated July 6, 2010, the EPA issued a NOV to us alleging violations of Section 313 of the Emergency Planning and Community Right-to-Know Act (EPCRA) in connection with the former Plant City facility. EPCRA requires annual reports to be submitted with respect to the use of certain toxic chemicals. The NOV also included an allegation that we violated Section 304 of EPCRA and Section 103 of the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) by failing to file a timely notification relating to the release of hydrogen fluoride above applicable reportable quantities. We do not know at this time if this matter will be settled prior to initiation of formal legal action.

We do not expect that penalties or fines, if any, that may arise out of the EPCRA/CERCLA matter will have a material impact on our consolidated financial position, results of operations or cash flows.

Other

CERCLA/Remediation Matters

From time to time, we receive notices from governmental agencies or third parties alleging that we are a potentially responsible party at certain cleanup sites under CERCLA or other environmental cleanup laws. In 2011, we received a notice from the Idaho Department of Environmental Quality (IDEQ) that alleged that we were a potentially responsible party for the cleanup of a former phosphate mine site we owned in the late 1950s and early 1960s located in Georgetown Canyon, Idaho. The current owner of the property and a former mining contractor received similar notices for the site. In 2014, we and the current property owner entered into a Consent Order with IDEQ and the U.S. Forest Service to conduct a remedial investigation and feasibility study of the site. In 2015, we and several other parties received a notice that the U.S. Department of the Interior and other trustees intend to undertake a natural resource damage assessment for a group of former phosphate mines in southeast Idaho, including the former Georgetown Canyon mine. We are not able to estimate at this time our potential liability, if any, with respect to the cleanup of the site or a possible claim for natural resource damages. However, based on currently available information, 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.

CF INDUSTRIES HOLDINGS, INC.

20. 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 6—Goodwill and Other Intangible Assets.

Segment data for sales, cost of sales and gross margin for 2017, 2016 and 2015 are presented in the tables below.

	Ammonia				Granular Urea(1)				UAN(1)				AN(1)				Other(1)				Consolidated
	(in millions)
Year ended December 31, 2017
Net sales	$	1,209			$	971			$	1,134			$	497			$	319			$	4,130
Cost of sales	1,071				856				1,055				446				272				3,700
Gross margin	$	138			$	115			$	79			$	51			$	47			430
Total other operating costs and expenses																					210
Equity in earnings of operating affiliates																					9
Operating earnings																					$	229
Year ended December 31, 2016
Net sales	$	981			$	831			$	1,196			$	411			$	266			$	3,685
Cost of sales	715				584				920				409				217				2,845
Gross margin	$	266			$	247			$	276			$	2			$	49			840
Total other operating costs and expenses																					561
Equity in losses of operating affiliates																					(145		)
Operating earnings																					$	134
Year ended December 31, 2015
Net sales	$	1,523			$	788			$	1,480			$	294			$	223			$	4,308
Cost of sales	884				469				955				291				162				2,761
Gross margin	$	639			$	319			$	525			$	3			$	61			1,547
Total other operating costs and expenses																					319
Equity in losses of operating affiliates																					(35		)
Operating earnings																					$	1,193

---

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

	Ammonia				Granular Urea				UAN				AN				Other				Corporate				Consolidated
	(in millions)
Depreciation and amortization
Year ended December 31, 2017	$	183			$	246			$	265			$	85			$	57			$	47			$	883
Year ended December 31, 2016	$	96			$	112			$	247			$	93			$	46			$	84			$	678
Year ended December 31, 2015	$	95			$	51			$	192			$	66			$	35			$	41			$	480

CF INDUSTRIES HOLDINGS, INC.

Enterprise-wide data by geographic region is as follows:

	Year ended December 31,
	2017				2016				2015
	(in millions)
Sales by geographic region (based on destination of shipments):
United States	$	2,851			$	2,728			$	3,485
Foreign:
Canada	352				349				490
United Kingdom	427				394				153
Other foreign	500				214				180
Total foreign	1,279				957				823
Consolidated	$	4,130			$	3,685			$	4,308

	December 31,
	2017				2016				2015
	(in millions)
Property, plant and equipment—net by geographic region:
United States	$	7,921			$	8,444			$	7,202
Foreign:
Canada	551				523				497
United Kingdom	703				685				840
Total foreign	1,254				1,208				1,337
Consolidated	$	9,175			$	9,652			$	8,539

Our principal customers are cooperatives, independent fertilizer distributors and industrial users. In 2017 and 2016, CHS accounted for approximately 11% and 12% of our consolidated net sales, respectively. See Note 16—Noncontrolling Interests for additional information. None of our other customers accounted for more than ten percent of our consolidated sales in 2015.

21. Supplemental Cash Flow Information

The following provides additional information relating to cash flow activities:

	Year ended December 31,
	2017				2016				2015
	(in millions)
Cash paid during the year for
Interest—net of interest capitalized	$	311			$	144			$	100
Income taxes—net of refunds	(807		)		(110		)		435
Supplemental disclosure of noncash investing and financing activities:
Change in capitalized expenditures in accounts payable and accrued expenses	(179		)		(263		)		258
Change in capitalized expenditures in other liabilities	—				(55		)		6
Change in noncontrolling interests in other liabilities	—				8				—
Change in accrued share repurchases	—				—				(29		)

CF INDUSTRIES HOLDINGS, INC.

22. Asset Retirement Obligations

Asset retirement obligations (AROs) are legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development or normal operation of such assets. AROs are initially recognized as incurred when sufficient information exists to estimate fair value. We have AROs at our nitrogen fertilizer manufacturing complexes and at our distribution and storage facilities that are conditional upon cessation of operations. These AROs include certain decommissioning activities as well as the removal and disposal of certain chemicals, waste materials, structures, equipment, vessels, piping and storage tanks. Also included are reclamation of land and the closure of certain effluent ponds. The most recent estimate of the aggregate cost of these AROs expressed in 2017 dollars is $73 million. We have not recorded a liability for these conditional AROs as of December 31, 2017 because we do not believe there is currently a reasonable basis for estimating a date or range of dates of cessation of operations at our nitrogen fertilizer manufacturing facilities or our distribution and storage facilities, which is necessary in order to estimate fair value. In reaching this conclusion, we considered the historical performance of each complex or facility and have taken into account factors such as planned maintenance, asset replacements and upgrades of plant and equipment, which if conducted as in the past, can extend the physical lives of our nitrogen manufacturing facilities and our distribution and storage facilities indefinitely. We also considered the possibility of changes in technology, risk of obsolescence, and availability of raw materials in arriving at our conclusion.

23. Leases

We have operating leases for certain property and equipment under various noncancelable agreements, the most significant of which are rail car leases and barge tow charters for the distribution of our products. The rail car leases currently have minimum terms ranging from one to eleven years and the barge charter commitments range from approximately one to seven years. We also have terminal and warehouse storage agreements for our distribution system, some of which contain minimum throughput requirements. The storage agreements contain minimum terms generally ranging from one to five years and commonly contain automatic annual renewal provisions thereafter unless canceled by either party.

Future minimum payments under noncancelable operating leases with initial or remaining noncancelable lease terms in excess of one year as of December 31, 2017 are shown below.

	Operating Lease Payments
	(in millions)
2018	$	83
2019	77
2020	57
2021	47
2022	36
Thereafter	76
	$	376

Total rent expense for cancelable and noncancelable operating leases was $125 million for 2017, $111 million for 2016 and $100 million for 2015.

CF INDUSTRIES HOLDINGS, INC.

24. Quarterly Data—Unaudited

The following tables present the unaudited quarterly results of operations for the eight quarters ended December 31, 2017. This quarterly information has been prepared on the same basis as the consolidated financial statements and, in the opinion of management, reflects all adjustments necessary for the fair representation of the information for the periods presented. This data should be read in conjunction with the audited consolidated financial statements and related disclosures. Operating results for any quarter apply to that quarter only and are not necessarily indicative of results for any future period.

	Three months ended,
	March 31				June 30				September 30				December 31				Full Year
	(in millions, except per share amounts)
2017
Net sales	$	1,037			$	1,124			$	870			$	1,099			$	4,130
Gross margin	106				172				9				143				430
Unrealized (losses) gains on natural gas derivatives(1)	(53		)		(18		)		7				3				(61		)
Net (loss) earnings attributable to common stockholders(2)	(23		)		3				(87		)		465				358
Net (loss) earnings per share attributable to common stockholders(2)
Basic(3)	(0.10		)		0.01				(0.37		)		1.99				1.53
Diluted(3)	(0.10		)		0.01				(0.37		)		1.98				1.53
2016
Net sales	$	1,004			$	1,134			$	680			$	867			$	3,685
Gross margin	217				527				2				94				840
Unrealized (losses) gains on natural gas derivatives(1)	(21		)		211				(21		)		91				260
Net earnings (loss) attributable to common stockholders(4)	26				47				(30		)		(320		)		(277		)
Net earnings (loss) per share attributable to common stockholders(4)
Basic(3)	0.11				0.20				(0.13		)		(1.38		)		(1.19		)
Diluted(3)	0.11				0.20				(0.13		)		(1.38		)		(1.19		)

---

(1)	Amounts represent pre-tax unrealized (losses) gains on natural gas derivatives, which are included in gross margin. See Note 14—Derivative Financial Instruments for additional information.

(2)	For the three months ended December 31, 2017, net earnings attributable to common stockholders includes the Tax Reform impact of $491 million that is included in income tax benefit, and net earnings per share attributable to common stockholders, basic and diluted, include the per share impact of $2.09. See Note 9—Income Taxes for additional information.

(3)	The sum of the four quarters is not necessarily the same as the total for the year.

(4)

For the three months ended September 30, 2016, net loss attributable to common stockholders includes an after-tax loss of $14 million (pre-tax loss of $22 million) resulting from recognizing the value of an embedded derivative liability to reflect our credit evaluation that is included in other operating—net, and net loss per share attributable to common stockholders, basic and diluted, include the per share impact of $0.06. See Note 8—Fair Value Measurements and Note 16—Noncontrolling Interests for additional information.

For the three months ended December 31, 2016, net loss attributable to common stockholders includes an after-tax impairment charge of $134 million on our equity method investment in PLNL that is included in equity in (loss) earnings of operating affiliates, and net loss per share attributable to common stockholders, basic and diluted, include the per share impact of $0.57. See Note 7—Equity Method Investments and Note 8—Fair Value Measurements for additional information.

CF INDUSTRIES HOLDINGS, INC.

25. Condensed Consolidating Financial Statements

The following condensed consolidating financial information is presented in accordance with SEC Regulation S-X Rule 3-10, Financial statements of guarantors and issuers of guaranteed securities registered or being registered, and relates to (i) the senior notes due 2018, 2020, 2023, 2034, 2043 and 2044 (described in Note 11—Financing Agreements and referred to in this report as the Public Senior Notes) issued by CF Industries, Inc. (CF Industries), a 100% owned subsidiary of CF Industries Holdings, Inc. (Parent), and guarantees of the Public Senior Notes by Parent and by CFE and CFS (the Subsidiary Guarantors), which are 100% owned subsidiaries of Parent, and (ii) debt securities of CF Industries (Other Debt Securities), and guarantees thereof by Parent and the Subsidiary Guarantors, that may be offered and sold from time to time under registration statements that may be filed by Parent, CF Industries and the Subsidiary Guarantors with the SEC.

In the event that a subsidiary of Parent, other than CF Industries, becomes a borrower or a guarantor under the Revolving Credit Agreement (or any renewal, replacement or refinancing thereof), such subsidiary would be required to become a guarantor of the Public Senior Notes, provided that such requirement will no longer apply with respect to the Public Senior Notes due 2023, 2034, 2043 and 2044 following the repayment of the Public Senior Notes due 2018 and 2020 or the subsidiaries of Parent, other than CF Industries, otherwise becoming no longer subject to such a requirement to guarantee the Public Senior Notes due 2018 and 2020. CFE and CFS became guarantors of the Public Senior Notes as a result of this requirement on November 21, 2016.

All of the guarantees of the Public Senior Notes are, and we have assumed for purposes of this presentation of condensed consolidating financial information that the guarantees of any Other Debt Securities would be, full and unconditional (as such term is defined in SEC Regulation S-X Rule 3-10(h)) and joint and several. The guarantee of a Subsidiary Guarantor will be automatically released with respect to a series of the Public Senior Notes (1) upon the release, discharge or termination of such Subsidiary Guarantor’s guarantee of the Revolving Credit Agreement (or any renewal, replacement or refinancing thereof), (2) upon legal defeasance with respect to the Public Senior Notes of such series or satisfaction and discharge of the indenture with respect to such series of Public Senior Notes or (3) in the case of the Public Senior Notes due 2023, 2034, 2043 and 2044, upon the later to occur of (a) the discharge, termination or release of, or the release of such Subsidiary Guarantor from its obligations under, such Subsidiary Guarantor’s guarantee of the Public Senior Notes due 2018, including, without limitation, any such discharge, termination or release as a result of retirement, discharge or legal or covenant defeasance of, or satisfaction and discharge of the supplemental indenture governing, the Public Senior Notes due 2018, and (b) the discharge, termination or release of, or the release of such Subsidiary Guarantor from its obligations under, such Subsidiary Guarantor’s guarantee of the Public Senior Notes due 2020, including, without limitation, any such discharge, termination or release as a result of retirement, discharge or legal or covenant defeasance of, or satisfaction and discharge of the supplemental indenture governing, the Public Senior Notes due 2020.

For purposes of the presentation of condensed consolidating financial information, the subsidiaries of Parent other than CF Industries, CFE and CFS are referred to as the Non-Guarantors.

Presented below are condensed consolidating statements of operations and statements of cash flows for Parent, CF Industries, the Subsidiary Guarantors and the Non-Guarantors for the years ended December 31, 2017, 2016 and 2015 and condensed consolidating balance sheets for Parent, CF Industries, the Subsidiary Guarantors and the Non-Guarantors as of December 31, 2017 and 2016. The condensed consolidating financial information presented below is not necessarily indicative of the financial position, results of operations, comprehensive income (loss) or cash flows of Parent, CF Industries, the Subsidiary Guarantors or the Non-Guarantors on a stand-alone basis.

In these condensed consolidating financial statements, investments in subsidiaries are presented under the equity method, in which our investments are recorded at cost and adjusted for our ownership share of a subsidiary's cumulative results of operations, distributions and other equity changes, and the eliminating entries reflect primarily intercompany transactions such as sales, accounts receivable and accounts payable and the elimination of equity investments and earnings of subsidiaries. Two of our consolidated entities have made elections to be taxed as partnerships for U.S. federal income tax purposes and are included in the non-guarantor column. Due to the partnership tax treatment, these subsidiaries do not record taxes on their financial statements. The tax provision pertaining to the income of these partnerships, plus applicable deferred tax balances are reflected on the financial statements of the parent company owner that is included in the subsidiary guarantors column in the following financial information. Liabilities related to benefit plan obligations are reflected on the legal entity that funds the obligation, while the benefit plan expense is included on the legal entity to which the employee provides services.

CF INDUSTRIES HOLDINGS, INC.

In 2017, CF Holdings and its U.S. domestic subsidiaries entered into a Tax Matters Agreement (the "Agreement") that provides for the allocation of and reimbursement for the payment of U.S. federal and state income tax liabilities among corporations included in the consolidated U.S. federal income tax returns (the "Consolidated Group Members"). The Agreement relates to tax years commencing with the tax year ending December 31, 2010. The financial statements for the year ended December 31, 2017 reflect the impact on the income tax (benefit) provision and intercompany accounts resulting from the allocation of federal income tax liabilities among Consolidated Group Members for tax years through December 31, 2016.

Condensed Consolidating Statement of Operations

	Year ended December 31, 2017
	Parent				CF Industries				Subsidiary Guarantors				Non- Guarantors				Eliminations				Consolidated
	(in millions)
Net sales	$	—			$	442			$	3,257			$	3,380			$	(2,949	)		$	4,130
Cost of sales	—				278				3,386				2,985				(2,949		)		3,700
Gross margin	—				164				(129		)		395				—				430
Selling, general and administrative expenses	4				(4		)		113				79				—				192
Other operating—net	—				2				3				13				—				18
Total other operating costs and expenses	4				(2		)		116				92				—				210
Equity in (loss) earnings of operating affiliates	—				(3		)		—				12				—				9
Operating (loss) earnings	(4		)		163				(245		)		315				—				229
Interest expense	—				318				37				5				(45		)		315
Interest income	—				(33		)		(11		)		(13		)		45				(12		)
Loss on debt extinguishment	—				53				—				—				—				53
Net loss (earnings) of wholly owned subsidiaries	361				1,091				(204		)		—				(1,248		)		—
Other non-operating—net	—				—				(1		)		(1		)		—				(2		)
(Loss) earnings before income taxes	(365		)		(1,266		)		(66		)		324				1,248				(125		)
Income tax (benefit) provision	(723		)		(905		)		1,037				16				—				(575		)
Net earnings (loss)	358				(361		)		(1,103		)		308				1,248				450
Less: Net earnings attributable to noncontrolling interests	—				—				—				92				—				92
Net earnings (loss) attributable to common stockholders	$	358			$	(361	)		$	(1,103	)		$	216			$	1,248			$	358

Condensed Consolidating Statement of Comprehensive Income (Loss)

	Year ended December 31, 2017
	Parent				CF Industries				Subsidiary Guarantors				Non- Guarantors				Eliminations				Consolidated
	(in millions)
Net earnings (loss)	$	358			$	(361	)		$	(1,103	)		$	308			$	1,248			$	450
Other comprehensive income	135				135				91				130				(356		)		135
Comprehensive income (loss)	493				(226		)		(1,012		)		438				892				585
Less: Comprehensive income attributable to noncontrolling interests	—				—				—				92				—				92
Comprehensive income (loss) attributable to common stockholders	$	493			$	(226	)		$	(1,012	)		$	346			$	892			$	493

CF INDUSTRIES HOLDINGS, INC.

Condensed Consolidating Statement of Operations

	Year ended December 31, 2016
	Parent				CF Industries				Subsidiary Guarantors				Non- Guarantors				Eliminations				Consolidated
	(in millions)
Net sales	$	—			$	362			$	2,932			$	2,939			$	(2,548	)		$	3,685
Cost of sales	—				207				2,806				2,380				(2,548		)		2,845
Gross margin	—				155				126				559				—				840
Selling, general and administrative expenses	4				9				105				56				—				174
Transaction costs	(46		)		—				223				2				—				179
Other operating—net	—				7				30				171				—				208
Total other operating costs and expenses	(42		)		16				358				229				—				561
Equity in loss of operating affiliates	—				—				—				(145		)		—				(145		)
Operating earnings (losses)	42				139				(232		)		185				—				134
Interest expense	—				347				85				(155		)		(77		)		200
Interest income	—				(49		)		(8		)		(25		)		77				(5		)
Loss on debt extinguishment	—				167				—				—				—				167
Net loss (earnings) of wholly owned subsidiaries	304				92				(315		)		—				(81		)		—
Other non-operating—net	—				—				—				(2		)		—				(2		)
(Loss) earnings before income taxes	(262		)		(418		)		6				367				81				(226		)
Income tax provision (benefit)	15				(114		)		18				13				—				(68		)
Net (loss) earnings	(277		)		(304		)		(12		)		354				81				(158		)
Less: Net earnings attributable to noncontrolling interest	—				—				—				119				—				119
Net (loss) earnings attributable to common stockholders	$	(277	)		$	(304	)		$	(12	)		$	235			$	81			$	(277	)

Condensed Consolidating Statement of Comprehensive (Loss) Income

	Year ended December 31, 2016
	Parent				CF Industries				Subsidiary Guarantors				Non- Guarantors				Eliminations				Consolidated
	(in millions)
Net (loss) earnings	$	(277	)		$	(304	)		$	(12	)		$	354			$	81			$	(158	)
Other comprehensive loss	(148		)		(148		)		(68		)		(134		)		350				(148		)
Comprehensive (loss) income	(425		)		(452		)		(80		)		220				431				(306		)
Less: Comprehensive income attributable to noncontrolling interest	—				—				—				119				—				119
Comprehensive (loss) income attributable to common stockholders	$	(425	)		$	(452	)		$	(80	)		$	101			$	431			$	(425	)

CF INDUSTRIES HOLDINGS, INC.

Condensed Consolidating Statement of Operations

	Year ended December 31, 2015
	Parent				CF Industries				Subsidiary Guarantors				Non- Guarantors				Eliminations				Consolidated
	(in millions)
Net sales	$	—			$	462			$	4,101			$	2,464			$	(2,719	)		$	4,308
Cost of sales	—				361				3,186				1,933				(2,719		)		2,761
Gross margin	—				101				915				531				—				1,547
Selling, general and administrative expenses	4				8				120				38				—				170
Transaction costs	46				—				7				4				—				57
Other operating—net	—				(8		)		29				71				—				92
Total other operating costs and expenses	50				—				156				113				—				319
Equity in loss of operating affiliates	—				—				—				(35		)		—				(35		)
Operating (loss) earnings	(50		)		101				759				383				—				1,193
Interest expense	—				285				14				(70		)		(96		)		133
Interest income	—				(69		)		(25		)		(4		)		96				(2		)
Net earnings of wholly owned subsidiaries	(731		)		(802		)		(403		)		—				1,936				—
Other non-operating—net	—				—				5				(1		)		—				4
Earnings before income taxes and equity in earnings of non-operating affiliates	681				687				1,168				458				(1,936		)		1,058
Income tax (benefit) provision	(19		)		(44		)		385				74				—				396
Equity in earnings of non-operating affiliates—net of taxes	—				—				10				62				—				72
Net earnings	700				731				793				446				(1,936		)		734
Less: Net earnings attributable to noncontrolling interest	—				—				—				34				—				34
Net earnings attributable to common stockholders	$	700			$	731			$	793			$	412			$	(1,936	)		$	700

Condensed Consolidating Statement of Comprehensive Income

	Year ended December 31, 2015
	Parent				CF Industries				Subsidiary Guarantors				Non- Guarantors				Eliminations				Consolidated
	(in millions)
Net earnings	$	700			$	731			$	793			$	446			$	(1,936	)		$	734
Other comprehensive loss	(90		)		(90		)		(98		)		(96		)		284				(90		)
Comprehensive income	610				641				695				350				(1,652		)		644
Less: Comprehensive income attributable to noncontrolling interest	—				—				—				34				—				34
Comprehensive income attributable to common stockholders	$	610			$	641			$	695			$	316			$	(1,652	)		$	610

CF INDUSTRIES HOLDINGS, INC.

Condensed Consolidating Balance Sheet

	December 31, 2017
	Parent				CF Industries				Subsidiary Guarantors				Non- Guarantors				Eliminations and Reclassifications				Consolidated
	(in millions)
Assets
Current assets:
Cash and cash equivalents	$	—			$	15			$	388			$	432			$	—			$	835
Accounts and notes receivable—net	743				1,553				2,670				768				(5,427		)		307
Inventories	—				4				104				167				—				275
Prepaid income taxes	—				—				33				—				—				33
Other current assets	—				—				10				5				—				15
Total current assets	743				1,572				3,205				1,372				(5,427		)		1,465
Property, plant and equipment—net	—				—				123				9,052				—				9,175
Deferred income taxes	—				8				—				—				(8		)		—
Investments in affiliates	4,055				8,411				6,490				108				(18,956		)		108
Goodwill	—				—				2,063				308				—				2,371
Other assets	—				85				82				453				(276		)		344
Total assets	$	4,798			$	10,076			$	11,963			$	11,293			$	(24,667	)		$	13,463
Liabilities and Equity
Current liabilities:
Accounts and notes payable and accrued expenses	$	1,219			$	1,314			$	2,658			$	708			$	(5,427	)		$	472
Income taxes payable	—				—				—				2				—				2
Customer advances	—				—				89				—				—				89
Other current liabilities	—				—				14				3				—				17
Total current liabilities	1,219				1,314				2,761				713				(5,427		)		580
Long-term debt	—				4,692				198				78				(276		)		4,692
Deferred income taxes	—				—				876				179				(8		)		1,047
Other liabilities	—				16				243				201				—				460
Equity:
Stockholders' equity:
Preferred stock	—				—				—				—				—				—
Common stock	2				—				—				4,738				(4,738		)		2
Paid-in capital	1,397				1,854				9,505				1,783				(13,142		)		1,397
Retained earnings	2,443				2,463				(1,432		)		709				(1,740		)		2,443
Treasury stock	—				—				—				—				—				—
Accumulated other comprehensive loss	(263		)		(263		)		(180		)		(221		)		664				(263		)
Total stockholders' equity	3,579				4,054				7,893				7,009				(18,956		)		3,579
Noncontrolling interests	—				—				(8		)		3,113				—				3,105
Total equity	3,579				4,054				7,885				10,122				(18,956		)		6,684
Total liabilities and equity	$	4,798			$	10,076			$	11,963			$	11,293			$	(24,667	)		$	13,463

CF INDUSTRIES HOLDINGS, INC.

Condensed Consolidating Balance Sheet

	December 31, 2016
	Parent				CF Industries				Subsidiary Guarantors				Non- Guarantors				Eliminations and Reclassifications				Consolidated
	(in millions)
Assets
Current assets:
Cash and cash equivalents	$	—			$	36			$	878			$	250			$	—			$	1,164
Restricted cash	—				—				—				5				—				5
Accounts and notes receivable—net	20				1,259				1,418				495				(2,956		)		236
Inventories	—				—				164				175				—				339
Prepaid income taxes	—				—				839				2				—				841
Other current assets	—				—				59				11				—				70
Total current assets	20				1,295				3,358				938				(2,956		)		2,655
Property, plant and equipment—net	—				—				131				9,521				—				9,652
Investments in affiliates	3,711				9,370				6,019				139				(19,100		)		139
Due from affiliates	571				—				—				—				(571		)		—
Goodwill	—				—				2,064				281				—				2,345
Other assets	—				85				101				385				(231		)		340
Total assets	$	4,302			$	10,750			$	11,673			$	11,264			$	(22,858	)		$	15,131
Liabilities and Equity
Current liabilities:
Accounts and notes payable and accrued expenses	$	954			$	418			$	1,505			$	717			$	(2,956	)		$	638
Income taxes payable	—				—				—				1				—				1
Customer advances	—				—				42				—				—				42
Other current liabilities	—				—				5				—				—				5
Total current liabilities	954				418				1,552				718				(2,956		)		686
Long-term debt	—				5,903				39				67				(231		)		5,778
Deferred income taxes	—				90				1,374				166				—				1,630
Due to affiliates	—				571				—				—				(571		)		—
Other liabilities	—				59				270				216				—				545
Equity:
Stockholders' equity:
Preferred stock	—				—				—				—				—				—
Common stock	2				—				—				4,383				(4,383		)		2
Paid-in capital	1,380				(13		)		9,045				2,246				(11,278		)		1,380
Retained earnings	2,365				4,120				(329		)		668				(4,459		)		2,365
Treasury stock	(1		)		—				—				—				—				(1		)
Accumulated other comprehensive loss	(398		)		(398		)		(271		)		(351		)		1,020				(398		)
Total stockholders' equity	3,348				3,709				8,445				6,946				(19,100		)		3,348
Noncontrolling interests	—				—				(7		)		3,151				—				3,144
Total equity	3,348				3,709				8,438				10,097				(19,100		)		6,492
Total liabilities and equity	$	4,302			$	10,750			$	11,673			$	11,264			$	(22,858	)		$	15,131

CF INDUSTRIES HOLDINGS, INC.

Condensed Consolidating Statement of Cash Flows

	Year ended December 31, 2017
	Parent				CF Industries				Subsidiary Guarantors				Non- Guarantors				Eliminations				Consolidated
	(in millions)
Operating Activities:
Net earnings (loss)	$	358			$	(361	)		$	(1,103	)		$	308			$	1,248			$	450
Adjustments to reconcile net earnings (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	—				13				22				848				—				883
Deferred income taxes	—				—				(599		)		(2		)		—				(601		)
Stock-based compensation expense	17				—				—				—				—				17
Unrealized net loss on natural gas derivatives	—				—				51				10				—				61
Loss on embedded derivative	—				—				4				—				—				4
Gain on sale of equity method investment	—				—				—				(14		)		—				(14		)
Loss on debt extinguishment	—				53				—				—				—				53
Loss on disposal of property, plant and equipment	—				—				—				3				—				3
Undistributed losses (earnings) of affiliates—net	361				1,091				(204		)		3				(1,248		)		3
Changes in:
Intercompany accounts receivable/accounts payable—net	(736		)		(1,297		)		1,527				506				—				—
Accounts receivable—net	—				—				(51		)		(6		)		—				(57		)
Inventories	—				(4		)		60				(16		)		—				40
Accrued and prepaid income taxes	(1		)		(60		)		1,217				(347		)		—				809
Accounts and notes payable and accrued expenses	—				228				27				(256		)		—				(1		)
Customer advances	—				—				48				—				—				48
Other—net	—				(5		)		(32		)		(30		)		—				(67		)
Net cash (used in) provided by operating activities	(1		)		(342		)		967				1,007				—				1,631
Investing Activities:
Additions to property, plant and equipment	—				—				(12		)		(461		)		—				(473		)
Proceeds from sale of property, plant and equipment	—				—				—				20				—				20
Proceeds from sale of equity method investment	—				—				—				16				—				16
Distributions received from unconsolidated affiliates	—				—				179				(165		)		—				14
Proceeds from sale of auction rate securities	—				9				—				—				—				9
Withdrawals from restricted cash funds	—				—				—				5				—				5
Other—net	—				—				—				1				—				1
Net cash provided by (used in) investing activities	—				9				167				(584		)		—				(408		)
Financing Activities:
Long-term debt—net	—				(125		)		150				(25		)		—				—
Payments of long-term borrowings	—				(1,148		)		—				—				—				(1,148		)
Short-term debt—net	280				1,584				(1,870		)		6				—				—
Payment to CHS related to credit provision	—				—				(5		)		—				—				(5		)
Financing fees	—				(1		)		—				—				—				(1		)
Dividends paid on common stock	(280		)		—				—				(103		)		103				(280		)
Distributions to noncontrolling interests	—				—				—				(131		)		—				(131		)
Issuances of common stock under employee stock plans	1				—				—				—				—				1
Dividends to/from affiliates	—				2				101				—				(103		)		—
Net cash provided by (used in) financing activities	1				312				(1,624		)		(253		)		—				(1,564		)
Effect of exchange rate changes on cash and cash equivalents	—				—				—				12				—				12
(Decrease) increase in cash and cash equivalents	—				(21		)		(490		)		182				—				(329		)
Cash and cash equivalents at beginning of period	—				36				878				250				—				1,164
Cash and cash equivalents at end of period	$	—			$	15			$	388			$	432			$	—			$	835

CF INDUSTRIES HOLDINGS, INC.

Condensed Consolidating Statement of Cash Flows

	Year ended December 31, 2016
	Parent				CF Industries				Subsidiary Guarantors				Non- Guarantors				Eliminations				Consolidated
	(in millions)
Operating Activities:
Net (loss) earnings	$	(277	)		$	(304	)		$	(12	)		$	354			$	81			$	(158	)
Adjustments to reconcile net (loss) earnings to net cash provided by (used in) operating activities:
Depreciation and amortization	—				21				55				602				—				678
Deferred income taxes	—				—				740				(1		)		—				739
Stock-based compensation expense	18				—				—				1				—				19
Unrealized net gain on natural gas derivatives	—				—				(225		)		(35		)		—				(260		)
Loss on embedded derivative	—				—				23				—				—				23
Impairment of equity method investment in PLNL	—				—				—				134				—				134
Loss on debt extinguishment	—				167				—				—				—				167
Loss on disposal of property, plant and equipment	—				—				2				8				—				10
Undistributed losses (earnings) of affiliates—net	304				92				(315		)		9				(81		)		9
Changes in:
Intercompany accounts receivable/accounts payable—net	(4		)		(10		)		308				(294		)		—				—
Accounts receivable—net	—				44				(11		)		(15		)		—				18
Inventories	—				—				(8		)		1				—				(7		)
Accrued and prepaid income taxes	—				—				(682		)		6				—				(676		)
Accounts and notes payable and accrued expenses	(8		)		(63		)		(12		)		65				—				(18		)
Customer advances	—				—				(120		)		—				—				(120		)
Other—net	—				(6		)		(17		)		82				—				59
Net cash provided by (used in) operating activities	33				(59		)		(274		)		917				—				617
Investing Activities:
Additions to property, plant and equipment	—				—				(25		)		(2,186		)		—				(2,211		)
Proceeds from sale of property, plant and equipment	—				—				4				10				—				14
Withdrawals from restricted cash funds	—				—				—				18				—				18
Investments in unconsolidated affiliates	—				(44		)		(649		)		—				693				—
Other—net	—				6				—				(4		)		—				2
Net cash used in investing activities	—				(38		)		(670		)		(2,162		)		693				(2,177		)
Financing Activities:
Long-term debt—net	—				125				—				(125		)		—				—
Proceeds from long-term borrowings	—				1,244				—				—				—				1,244
Payments of long-term borrowings	—				(1,170		)		—				—				—				(1,170		)
Short-term debt—net	106				(40		)		(371		)		305				—				—
Proceeds from short-term borrowings	—				150				—				—				—				150
Payments on short-term borrowings	—				(150		)		—				—				—				(150		)
Payment to CHS related to credit provision	—				—				(5		)		—				—				(5		)
Financing fees	—				(31		)		—				—				—				(31		)
Dividends paid on common stock	(280		)		(140		)		(140		)		(222		)		502				(280		)
Issuance of noncontrolling interest in CFN	—				—				—				2,800				—				2,800
Distributions to noncontrolling interest	—				—				—				(119		)		—				(119		)
Distribution received for CHS strategic venture	—				—				2,000				(2,000		)		—				—
Dividends to/from affiliates	140				145				217				—				(502		)		—
Other—net	—				—				—				693				(693		)		—
Net cash (used in) provided by financing activities	(34		)		133				1,701				1,332				(693		)		2,439
Effect of exchange rate changes on cash and cash equivalents	—				—				—				(1		)		—				(1		)
(Decrease) increase in cash and cash equivalents	(1		)		36				757				86				—				878
Cash and cash equivalents at beginning of period	1				—				121				164				—				286
Cash and cash equivalents at end of period	$	—			$	36			$	878			$	250			$	—			$	1,164

CF INDUSTRIES HOLDINGS, INC.

Condensed Consolidating Statement of Cash Flows

	Year ended December 31, 2015
	Parent				CF Industries				Subsidiary Guarantors				Non- Guarantors				Eliminations				Consolidated
	(in millions)
Operating Activities:
Net earnings	$	700			$	731			$	793			$	446			$	(1,936	)		$	734
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:
Depreciation and amortization	—				14				19				447				—				480
Deferred income taxes	—				17				75				(14		)		—				78
Stock-based compensation expense	16				—				—				1				—				17
Unrealized net loss on natural gas and foreign currency derivatives	—				—				139				24				—				163
Gain on remeasurement of CF Fertilisers UK investment	—				—				—				(94		)		—				(94		)
Impairment of equity method investment in PLNL	—				—				—				62				—				62
Loss on sale of equity method investments	—				—				—				43				—				43
Loss on disposal of property, plant and equipment	—				—				—				21				—				21
Undistributed earnings of affiliates—net	(732		)		(802		)		(402		)		(3		)		1,936				(3		)
Due to / from affiliates—net	2				1				(135		)		132				—				—
Changes in:
Intercompany accounts receivable/accounts payable—net	(1		)		(104		)		96				9				—				—
Accounts receivable—net	—				(45		)		50				(9		)		—				(4		)
Inventories	—				—				(38		)		(33		)		—				(71		)
Accrued and prepaid income taxes	2				(11		)		(105		)		(34		)		—				(148		)
Accounts and notes payable and accrued expenses	9				61				14				(42		)		—				42
Customer advances	—				—				(164		)		—				—				(164		)
Other—net	—				31				54				(34		)		—				51
Net cash (used in) provided by operating activities	(4		)		(107		)		396				922				—				1,207
Investing Activities:
Additions to property, plant and equipment	—				—				(26		)		(2,443		)		—				(2,469		)
Proceeds from sale of property, plant and equipment	—				—				—				12				—				12
Proceeds from sale of equity method investment	—				—				—				13				—				13
Purchase of CF Fertilisers UK, net of cash acquired	—				—				—				(552		)		—				(552		)
Withdrawals from restricted cash funds	—				—				—				63				—				63
Other—net	—				(82		)		(44		)		1				82				(43		)
Net cash used in investing activities	—				(82		)		(70		)		(2,906		)		82				(2,976		)
Financing Activities:
Proceeds from long-term borrowings	—				1,000				—				—				—				1,000
Short-term debt—net	554				(870		)		(1,431		)		1,747				—				—
Financing fees	—				(47		)		—				—				—				(47		)
Dividends paid on common stock	(282		)		(282		)		(282		)		(268		)		832				(282		)
Dividends to/from affiliates	282				282				268				—				(832		)		—
Distributions to noncontrolling interest	—				—				—				(45		)		—				(45		)
Purchases of treasury stock	(556		)		—				—				—				—				(556		)
Shares withheld for taxes	(1		)		—				—				—				—				(1		)
Issuances of common stock under employee stock plans	8				—				—				—				—				8
Other—net	—				—				—				82				(82		)		—
Net cash provided by (used in) by financing activities	5				83				(1,445		)		1,516				(82		)		77
Effect of exchange rate changes on cash and cash equivalents	—				—				—				(19		)		—				(19		)
Increase (decrease) in cash and cash equivalents	1				(106		)		(1,119		)		(487		)		—				(1,711		)
Cash and cash equivalents at beginning of period	—				106				1,240				651				—				1,997
Cash and cash equivalents at end of period	$	1			$	—			$	121			$	164			$	—			$	286

CF INDUSTRIES HOLDINGS, INC.

26. Subsequent Event

On February 7, 2018, we announced that TNGP, the sole general partner of TNCLP and an indirect wholly owned subsidiary of CF Holdings, elected to exercise its right to purchase all of the 4,612,562 publicly traded common units of TNCLP on April 2, 2018, for a cash purchase price of $84.033 per unit in accordance with the terms of TNCLP’s partnership agreement. The purchase price of $84.033 per unit was determined under the terms of TNCLP’s partnership agreement as the average of the daily closing prices per common unit for the 20 consecutive trading days beginning with January 5, 2018 and ending with February 2, 2018. The purchase price of all of the 4,612,562 publicly traded common units of TNCLP is approximately $390 million. We intend to fund the purchase with cash on hand. As of the April 2, 2018 purchase date, all rights of the holders of the units will terminate, with the exception of the right to receive payment of the purchase price. Upon completion of the purchase, we will own 100 percent of the general and limited partnership interests of TNCLP, and the common units representing limited partner interests will cease to be publicly traded or listed on the NYSE.

CF INDUSTRIES HOLDINGS, INC.