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| CFL Selling Price Modifications 12 CF Industries, Inc. (CF Industries) currently owns 49% of the voting common shares and 66% of the non-voting preferred shares of Canadian Fertilizers Limited (CFL), an Alberta, Canada based nitrogen fertilizer manufacturer, and purchases 66% of the production of CFL. Viterra, Inc. (Viterra) holds 34% of the equity ownership of CFL, purchases the remaining 34% of CFL’s production and receives a distribution from CFL equal to 34% of the net earnings. CFL is a variable interest entity that is consolidated in CF Industries’ financial statements. CF Industries and Viterra purchase nitrogen fertilizer products from CFL under product purchase agreements. Under the provisions of these product purchase agreements that were in effect until the fourth quarter of 2012, CFL’s selling prices were based on market prices. An initial portion of the selling price was paid based upon production cost plus an agreed-upon margin once title passed as the product was shipped. The remaining portion of the selling price, representing the difference between the market price and production cost plus an agreed-upon margin, was paid after the end of the year. The sales revenue attributable to this remaining portion of the selling price was accrued on an interim basis. In the Company’s consolidated financial statements, the net sales and accounts receivable attributable to CFL are solely generated by transactions with Viterra, as all transactions with CF Industries are eliminated in consolidation. In the fourth quarter of 2012, the CFL Board of Directors approved an amendment to the product purchase agreements. The amendment modifies the selling prices that CFL charges for products sold to Viterra and CF Industries. The modified selling price is based on production cost plus an agreed-upon margin and is effective retroactive to January 1, 2012. As a result of the January 1, 2012 effective date of the amendment, the Company has recognized in its fourth quarter 2012 consolidated statement of operations a reduction in net sales to Viterra of $129.7 million and a corresponding reduction in net earnings attributable to the noncontrolling interest to reverse the interim market price accruals recognized in the first three quarters of 2012. These items had no impact on the Company’s net earnings attributable to common stockholders, but they did reduce net sales, gross margin, operating earnings, earnings before income taxes and net earnings attributable to noncontrolling interest by $129.7 million in the fourth quarter. The selling price modification also had no impact on the Company’s net cash flows as the selling price modification was entirely offset by a change in the distributions payable to the noncontrolling interest. In order to provide comparable information for the periods presented, the Company has provided certain financial information adjusted as if the modified CFL pricing calculation methodology had been in effect beginning on January 1, 2011. The table provided on slide 13 reflects and adjusts for the impact of the change on our consolidated net sales, gross margin, gross margin as a percent of sales and net earnings attributable to noncontrolling interest. In addition, the table on slide 14 reflects and adjusts for the impact of the change in the CFL pricing calculation methodology on nitrogen segment net sales, gross margin, gross margin as a percent of sales and average selling price per ton of ammonia and urea. In August 2012, CF Industries entered into an agreement to acquire Viterra’s interest in CFL (including its rights under its product purchase agreement with CFL) for a total purchase price of C$0.9 billion, subject to certain adjustments. Upon completion of this transaction, CF Industries will be entitled to purchase 100% of CFL’s nitrogen fertilizer production. The completion of the transaction is subject to the receipt of regulatory approvals in Canada and other terms and conditions in the definitive agreements. |