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Wiki Wiki Summary
Partnership A partnership is an arrangement where parties, known as business partners, agree to cooperate to advance their mutual interests. The partners in a partnership may be individuals, businesses, interest-based organizations, schools, governments or combinations.
Domestic partnership A domestic partnership is a legal relationship between two individuals who live together and share a common domestic life, but are not married (to each other or to anyone else). People in domestic partnerships receive benefits that guarantee right of survivorship, hospital visitation, and others.
Civil union A civil union (also known as a civil partnership) is a legally recognized arrangement similar to marriage, created primarily as a means to provide recognition in law for same-sex couples. Civil unions grant some or all of the rights of marriage except child adoption and/or the title itself.
Limited liability partnership A limited liability partnership (LLP) is a partnership in which some or all partners (depending on the jurisdiction) have limited liabilities. It therefore can exhibit elements of partnerships and corporations.
General partnership A general partnership, the basic form of partnership under common law, is in most countries an association of persons or an unincorporated company with the following major features:\n\nMust be created by agreement, proof of existence and estoppel.\nFormed by two or more persons\nThe owners are jointly and severally liable for any legal actions and debts the company may face, unless otherwise provided by law or in the agreement.It is a partnership in which partners share equally in both responsibility and liability.
Collaborative partnership Collaborative partnerships are agreements and actions made by consenting organizations to share resources to accomplish a mutual goal. Collaborative partnerships rely on participation by at least two parties who agree to share resources, such as finances, knowledge, and people.
Partnership for Peace The Partnership for Peace (PfP) is a North Atlantic Treaty Organization (NATO) program aimed at creating trust between the member states of NATO and other states in Europe, including post-Soviet states; 20 states are members. The program contains six areas of cooperation, which aims to build relationships with partners through military-to-military cooperation on training, exercises, disaster planning and response, science and environmental issues, professionalization, policy planning, and relations with civilian government.Amidst security concerns in Eastern Europe after the Cold War and dissolution of the Soviet Union, and also due to the failure of the North Atlantic Cooperation Council (NACC), the program was launched during the summit in Brussels, Belgium between January 10 and 11, 1994.
Articles of partnership Articles of partnership is a voluntary contract between/among two or more persons to place their capital, labor, and skills into business, with the understanding that there will be a sharing of the profits and losses between/among partners. Outside of North America, it is normally referred to simply as a partnership agreement.A partnership agreement is the written and legal agreement between/among business partners.
Operation Mincemeat Operation Mincemeat was a successful British deception operation of the Second World War to disguise the 1943 Allied invasion of Sicily. Two members of British intelligence obtained the body of Glyndwr Michael, a tramp who died from eating rat poison, dressed him as an officer of the Royal Marines and placed personal items on him identifying him as the fictitious Captain (Acting Major) William Martin.
Special Activities Center The Special Activities Center (SAC) is a division of the Central Intelligence Agency responsible for covert operations and paramilitary operations. The unit was named Special Activities Division (SAD) prior to 2015.
Emergency operations center An emergency operations center (EOC) is a central command and control facility responsible for carrying out the principles of emergency preparedness and emergency management, or disaster management functions at a strategic level during an emergency, and ensuring the continuity of operation of a company, political subdivision or other organization.\nAn EOC is responsible for strategic direction and operational decisions and does not normally directly control field assets, instead leaving tactical decisions to lower commands.
Natural gas in Ukraine Ukraine has been estimated to possess natural gas reserves of over 1 trillion cubic meters and in 2018 was ranked 26th among countries with proved reserves of natural gas. Its total gas reserves have been estimated at 5.4 trillion cubic meters.
Commodity In economics, a commodity is an economic good, usually a resource, that has full or substantial fungibility: that is, the market treats instances of the good as equivalent or nearly so with no regard to who produced them.The price of a commodity good is typically determined as a function of its market as a whole: well-established physical commodities have actively traded spot and derivative markets. The wide availability of commodities typically leads to smaller profit margins and diminishes the importance of factors (such as brand name) other than price.
Liquid nitrogen Liquid nitrogen—LN2—is nitrogen in a liquid state at low temperature. Liquid nitrogen has a boiling point of about −195.8 °C (−320 °F; 77 K).
Blood urea nitrogen Blood urea nitrogen (BUN) is a medical test that measures the amount of urea nitrogen found in blood. The liver produces urea in the urea cycle as a waste product of the digestion of protein.
Isotopes of nitrogen Natural nitrogen (7N) consists of two stable isotopes: the vast majority (99.6%) of naturally occurring nitrogen is nitrogen-14, with the remainder being nitrogen-15. Fourteen radioisotopes are also known, with atomic masses ranging from 10 to 25, along with one nuclear isomer, 11mN. All of these radioisotopes are short-lived, the longest-lived being nitrogen-13 with a half-life of 9.965(4) min.
Significant figures Significant figures (also known as the significant digits, precision or resolution) of a number in positional notation are digits in the number that are reliable and necessary to indicate the quantity of something.\nIf a number expressing the result of a measurement (e.g., length, pressure, volume, or mass) has more digits than the number of digits allowed by the measurement resolution, then only as many digits as allowed by the measurement resolution are reliable, and so only these can be significant figures.
Bit numbering In computing, bit numbering is the convention used to identify the bit positions in a binary number.\n\n\n== Bit significance and indexing ==\n\nIn computing, the least significant bit (LSB) is the bit position in a binary integer representing the binary 1s place of the integer.
Significant Others The term significant other (SO) has different uses in psychology and in colloquial language. Colloquially "significant other" is used as a gender-neutral term for a person's partner in an intimate relationship without disclosing or presuming anything about marital status, relationship status, gender identity, or sexual orientation.
Internet In finance and economics, interest is payment from a borrower or deposit-taking financial institution to a lender or depositor of an amount above repayment of the principal sum (that is, the amount borrowed), at a particular rate. It is distinct from a fee which the borrower may pay the lender or some third party.
Agriculture Agriculture or farming is the practice of cultivating plants and livestock. Agriculture was the key development in the rise of sedentary human civilization, whereby farming of domesticated species created food surpluses that enabled people to live in cities.
Yoda conditions In programming jargon, Yoda conditions (also called Yoda notation) is a programming style where the two parts of an expression are reversed from the typical order in a conditional statement. A Yoda condition places the constant portion of the expression on the left side of the conditional statement.
Dirichlet conditions In mathematics, the Dirichlet conditions are sufficient conditions for a real-valued, periodic function f to be equal to the sum of its Fourier series at each point where f is continuous. Moreover, the behavior of the Fourier series at points of discontinuity is determined as well (it is the midpoint of the values of the discontinuity).
Nervous Conditions Nervous Conditions is a novel by Zimbabwean author Tsitsi Dangarembga, first published in the United Kingdom in 1988. It was the first book published by a black woman from Zimbabwe in English.
Office of Global Partnerships The Office of Global Partnerships (E/GP) is a small office within the U.S. Department of State reporting to the Under Secretary of State for Economic Growth, Energy, and the Environment. Launched in 2008 by Secretary of State Condoleezza Rice, it self-describes as serving as "the entry point for collaboration between the U.S. Department of State, the public and private sectors, and civil society".
Agricultural pollution Agricultural pollution refers to biotic and abiotic byproducts of farming practices that result in contamination or degradation of the environment and surrounding ecosystems, and/or cause injury to humans and their economic interests. The pollution may come from a variety of sources, ranging from point source water pollution (from a single discharge point) to more diffuse, landscape-level causes, also known as non-point source pollution and air pollution.
Regulation Regulation is the management of complex systems according to a set of rules and trends. In systems theory, these types of rules exist in various fields of biology and society, but the term has slightly different meanings according to context.
Environmental protection Environmental protection is the practice of protecting the natural environment by individuals, organizations and governments. Its objectives are to conserve natural resources and the existing natural environment and, where possible, to repair damage and reverse trends.Due to the pressures of overconsumption, population growth and technology, the biophysical environment is being degraded, sometimes permanently.
Environmentalism Environmentalism or environmental rights is a broad philosophy, ideology, and social movement regarding concerns for environmental protection and improvement of the health of the environment, particularly as the measure for this health seeks to incorporate the impact of changes to the environment on humans, animals, plants and non-living matter. While environmentalism focuses more on the environmental and nature-related aspects of green ideology and politics, ecologism combines the ideology of social ecology and environmentalism.
Environmental disaster An environmental disaster or ecological disaster is defined as a catastrophic event regarding the natural environment that is due to human activity. This point distinguishes environmental disasters from other disturbances such as natural disasters and intentional acts of war such as nuclear bombings.
Environmental ethics In environmental philosophy, environmental ethics is an established field of practical philosophy "which reconstructs the essential types of argumentation that can be made for protecting natural entities and the sustainable use of natural resources." The main competing paradigms are anthropocentrism, physiocentrism (called ecocentrism as well), and theocentrism. Environmental ethics exerts influence on a large range of disciplines including environmental law, environmental sociology, ecotheology, ecological economics, ecology and environmental geography.
Regulation (European Union) A regulation is a legal act of the European Union that becomes immediately enforceable as law in all member states simultaneously. Regulations can be distinguished from directives which, at least in principle, need to be transposed into national law.
Regulation of therapeutic goods The regulation of therapeutic goods, defined as drugs and therapeutic devices, varies by jurisdiction. In some countries, such as the United States, they are regulated at the national level by a single agency.
Radio regulation Radio regulation refers to the regulation and licensing of radio in international law, by individual governments, and by municipalities.\n\n\n== International regulation ==\nThe International Telecommunication Union (ITU) is a specialized agency of the United Nations (UN) that is responsible for issues that concern information and communication technologies.
Green Revolution The Green Revolution, or the Third Agricultural Revolution (after the Neolithic Revolution and the British Agricultural Revolution), is the set of research technology transfer initiatives occurring between 1950 and the late 1960s, that increased agricultural production in parts of the world, beginning most markedly in the late 1960s. The initiatives resulted in the adoption of new technologies, including high-yielding varieties (HYVs) of cereals, especially dwarf wheat and rice.
Risk Factors
TERRA NITROGEN CO L P /DE ITEM 1A Risk Factors In addition to the other information contained in this Form 10-K, the following risk factors should be considered carefully in evaluating the Partnership’s business
The business, financial condition, or results of operations could be materially adversely affected by any of these risks
Please note that additional risks not presently known to the Partnership or that management currently deems immaterial may also impair business and operations
A substantial portion of the Partnership’s operating expense is related to the cost of natural gas, and an increase in such cost that is either unexpected or not accompanied by increases in selling prices of products could result in reduced profit margins and lower production of the Partnership’s products
The principal raw material used to produce nitrogen products is natural gas
Natural gas costs in 2005 comprised about 65prca of total costs and expenses
A significant increase in the price of natural gas (which can be driven by, among other things, supply disruptions, cold weather and oil price spikes) that is not hedged or recovered through an increase in the price of the related nitrogen products could result in reduced profit margins and lower production of the products
The Partnership has in the recent past reduced production rates for periods of time in response to high natural gas prices
A significant portion of competitors’ global nitrogen production occurs at facilities with access to fixed-priced natural gas supplies
The Partnership’s competitorsfacilitiesnatural gas costs have been and likely will continue to be substantially lower than the Partnership’s
Declines in the prices of Partnership products may reduce profit margins
Prices for nitrogen products are influenced by the global supply and demand conditions for ammonia and other nitrogen-based products
Long-term demand is affected by population growth and rising living standards that determine food consumption
Short-term demand is affected by world economic conditions 7 _________________________________________________________________ [37]Table of Contents and international trade decisions
Supply is affected by increasing worldwide capacity and the increasing availability of nitrogen product exports from major producing regions such as the former Soviet Union, Canada, the Middle East, Trinidad and Venezuela
A substantial amount of new ammonia capacity is expected to be added abroad in the foreseeable future
When industry oversupply occurs, as is common in commodity businesses, the price at which the Partnership sells its nitrogen products typically declines, which results in reduced profit margins, lower production of products and plant closures
Supply in the US and Europe is also affected by trade regulatory measures, which restrict import supply into those markets
Changes in those measures would likely adversely impact supply and pricing
The Partnership’s products are subject to price volatility resulting from periodic imbalances of supply and demand, which may cause the results of operations to fluctuate
Historically, the Partnership’s products’ prices have reflected frequent changes in supply and demand conditions
Changes in supply result from capacity additions or reductions and from changes in inventory levels
Demand for products is dependent on demand for crop nutrients by the global agricultural industry and on the level of industrial production
Periods of high demand, high capacity utilization and increasing operating margins tend to result in new plant investment and increased production until supply exceeds demand, followed by periods of declining prices and declining capacity utilization until the cycle is repeated
In addition, markets for Partnership products are affected by general economic conditions
As a result of periodic imbalances of supply and demand, product prices have been volatile, with frequent and significant price changes
During periods of oversupply, the price at which the Partnership sells its products may be depressed and this could have a material adverse effect on the Partnership’s business, financial condition and results of operations
The Partnership’s products are global commodities and the Partnership faces intense competition from other nitrogen fertilizer producers
Nitrogen fertilizer products are global commodities and can be subject to intense price competition from both domestic and foreign sources
Fertilizers are global commodities, and customers, including end-users, dealers and other crop-nutrients producers and distributors, base their purchasing decisions principally on the delivered price and availability of the product
The Partnership competes with a number of US producers and producers in other countries, including state-owned and government-subsidized entities
The US and the European Commission each have trade regulatory measures in effect which are designed to address this type of unfair trade
Changes in these measures could have an adverse impact on the Partnership’s sales and profitability of the particular products involved
Some of the Partnership’s principal competitors have greater total resources and are less dependent on earnings from nitrogen fertilizer sales
In addition, a portion of global production benefits from fixed-price natural gas contracts that have been, and could continue to be, substantially lower priced than the Partnership’s natural gas
The Partnership’s inability to compete successfully could result in the loss of customers, which could adversely affect sales and profitability
The Partnership’s business is subject to risks related to weather conditions
Adverse weather conditions may have a significant effect on demand for the Partnership’s nitrogen products
Weather conditions that delay or intermittently disrupt field work during the planting and growing season may cause agricultural customers to use less or different forms of nitrogen fertilizer, which may adversely affect demand for the forms that the Partnership sells
Weather conditions following harvest may delay or eliminate opportunities to apply fertilizer in the fall
Weather can also have an adverse effect on crop yields, which lowers the income of growers and could impair their ability to pay the Partnership’s customers
8 _________________________________________________________________ [38]Table of Contents The Partnership’s inability to predict future seasonal nitrogen product demand accurately could result in low or excess inventory, potentially at costs in excess of market value
The nitrogen products business is seasonal, with more nitrogen products used in North America during the second quarter, in conjunction with spring planting activity, than in any other quarter
Due to the seasonality of the business and the relatively brief periods during which products can be used by customers, the Partnership and/or our customers generally build inventories during the second half of the year in order to ensure timely product availability during the peak sales season
This increases the Partnership working capital needs during this period as the Partnership funds these inventory increases and supports its customer’s inventory carry
If the Partnership underestimates future demand, profitability will be negatively impacted and customers may acquire products from our competitors
If the Partnership overestimates future demand, it will be left with excess inventory that will incur storage costs and/or the Partnership may liquidate such additional inventory and/or products at sales prices below the Partnership’s costs
The Partnership is substantially dependent on its Verdigris, Oklahoma manufacturing facility, and any operational disruption could result in a reduction of sales volumes and could cause the Partnership to incur substantial expenditures
The Partnership’s manufacturing operations may be subject to significant interruption if the manufacturing facility were to experience a major accident or were damaged by severe weather or other natural disaster
In addition, Partnership operations are subject to hazards inherent in nitrogen fertilizer manufacturing
Some of those hazards may cause personal injury and loss of life, severe damage to or destruction of property and equipment and environmental damage, and may result in suspension of operations and the imposition of civil or criminal penalties
The Partnership currently maintains property insurance, including business interruption insurance although there can be no assurance that the Partnership has sufficient coverage, or can in the future obtain sufficient coverage at reasonable costs
The Partnership may be adversely affected by environmental regulations
The Partnership’s operations are subject to various federal, state and local environmental, safety and health laws and regulations, including laws relating to air quality, hazardous and solid wastes and water quality
In the United States, the Partnership’s operations are subject to a comprehensive federal and state regulatory regime, including the federal Clean Air Act, Clean Water Act, Resource Conservation and Recovery Act, Emergency Planning and Community Right-to-Know Act, Toxic Substances Control Act and their state analogs
The Partnership could incur substantial costs, including capital expenditures for equipment upgrades, fines and penalties and third-party claims for damages, as a result of compliance with, violations of or liabilities under environmental laws and regulations
The Partnership is also involved in the manufacture, handling, transportation, storage and disposal of materials that are or may be classified as hazardous or toxic by federal, state, provincial or other regulatory agencies
If such materials have been or are disposed of or released at sites that require investigation and/or remediation, the Partnership may be responsible under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, or “CERCLA,” or analogous laws for all or part of the costs of such investigation and/or remediation, and for damages to natural resources
Under some of these laws, responsible parties may be held jointly and severally liable for such costs, regardless of fault or the legality of the original disposal or release
9 _________________________________________________________________ [39]Table of Contents The Partnership may be required to install additional pollution control equipment in order to maintain compliance with applicable environmental requirements
Continued government and public emphasis on environmental issues can be expected to result in increased future investments for environmental controls at ongoing operations
The Partnership may be required to install additional air and water quality control equipment, such as low emission burners, scrubbers, ammonia sensors and continuous emission monitors in order to maintain compliance with applicable environmental requirements
Present and future environmental laws and regulations applicable to Partnership operations, more vigorous enforcement policies and discovery of unknown conditions may require substantial expenditures and may have a material adverse effect on results of operations, financial position or net cash flows
Government regulation and agricultural policy may reduce the demand for nitrogen products
Existing and future government regulations and laws may reduce the demand for nitrogen products
Existing and future agricultural and/or environmental laws and regulations may impact the amounts and locations of fertilizer application and may lead to decreases in the quantity of nitrogen fertilizer applied to crops
Any such decrease in the demand for nitrogen fertilizer products could result in lower unit sales and lower selling prices for the Partnership’s fertilizer products
US governmental policies affecting the number of acres planted, the level of grain inventories, the mix of crops planted and crop prices could also affect the demand and selling prices of products
Dependence on Terra
The Partnership is dependent on Terra Industries Inc
Terra provides all of the Partnership’s management services and operates the Partnership’s Verdigris, Oklahoma facility through its wholly-owned subsidiary TNGP, the Partnership’s general partner
Terra and its wholly-owned subsidiaries have more debt and debt service requirements than the Partnership
Although Terra is affected by most of the factors that affect the Partnership, its higher level of debt could put a greater risk on Terra in the event business conditions deteriorate materially
While the Restructuring was undertaken to reinforce the structural independence of the Partnership from Terra, the Partnership’s results of operations and financial condition might be materially adversely affected by financial difficulties at Terra, default by it or its subsidiaries on their debt or their bankruptcy
Terra Industries Inc
and its affiliates may engage in competition with the Partnership
The partnership agreement will not prohibit Terra and its affiliates, other than the general partner TNGP, from owning and operating nitrogen fertilizer manufacturing plants and storage and distribution assets or engaging in businesses that otherwise compete directly or indirectly with the Partnership
In addition, Terra may acquire, construct or dispose of additional assets related to the Partnership’s business in the future, without any obligation to offer the Partnership the opportunity to purchase or construct any of these assets