Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements The following condensed consolidating financial statements are 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 the senior notes (the Notes) issued by CF Industries, Inc. (CF Industries), a 100% owned subsidiary of CF Industries Holdings, Inc. (Parent), described in Note 12—Financing Agreements , and the full and unconditional guarantee of such Notes by Parent and to debt securities of CF Industries, and the full and unconditional guarantee thereof by Parent, that may be offered and sold from time to time under the registration statement on Form S-3 filed by Parent and CF Industries with the SEC on April 22, 2013. In the event that a subsidiary of Parent, other than CF Industries, becomes a borrower or a guarantor under the Credit Agreement (or any renewal, replacement or refinancing thereof), such subsidiary would be required to become a guarantor of the Notes, provided that such requirement will no longer apply with respect to the Notes due in 2023, 2034, 2043 and 2044 following the repayment of the Notes due in 2018 and 2020 or the subsidiaries of Parent, other than CF Industries, otherwise becoming no longer subject to such a requirement to guarantee the Notes due in 2018 and 2020. As of June 30, 2015 , none of such subsidiaries of Parent was, or was required to be, a guarantor to the Notes. For purposes of the presentation of condensed consolidating financial information, the subsidiaries of Parent other than CF Industries are referred to as the Other Subsidiaries. Presented below are condensed consolidating statements of operations and statements of cash flows for Parent, CF Industries and the Other Subsidiaries for the three and six months ended June 30, 2015 and 2014 , and condensed consolidating balance sheets for Parent, CF Industries and the Other Subsidiaries as of June 30, 2015 and December 31, 2014 . The condensed consolidating financial statements presented below are not necessarily indicative of the financial position, results of operations, comprehensive income or cash flows of Parent, CF Industries or the Other Subsidiaries 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. Condensed Consolidating Statement of Operations Three months ended June 30, 2015 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ 110.6 $ 1,393.0 $ (192.1 ) $ 1,311.5 Cost of sales — 110.6 707.1 (192.1 ) 625.6 Gross margin — — 685.9 — 685.9 Selling, general and administrative expenses 1.5 0.6 35.8 — 37.9 Other operating—net — (0.4 ) 22.8 — 22.4 Total other operating costs and expenses 1.5 0.2 58.6 — 60.3 Equity in earnings of operating affiliates — — 4.7 — 4.7 Operating (losses) earnings (1.5 ) (0.2 ) 632.0 — 630.3 Interest expense — 65.9 (22.3 ) (14.6 ) 29.0 Interest income — (14.6 ) (0.2 ) 14.6 (0.2 ) Net (earnings) of wholly-owned subsidiaries (352.8 ) (386.3 ) — 739.1 — Other non-operating—net (0.1 ) (0.1 ) 0.7 — 0.5 Earnings before income taxes and equity in losses of non-operating affiliates 351.4 334.9 653.8 (739.1 ) 601.0 Income tax (benefit) provision (0.5 ) (17.9 ) 219.1 — 200.7 Equity in losses of non-operating affiliates—net of taxes — — (35.5 ) — (35.5 ) Net earnings 351.9 352.8 399.2 (739.1 ) 364.8 Less: Net earnings attributable to noncontrolling interest — — 12.9 — 12.9 Net earnings attributable to common stockholders $ 351.9 $ 352.8 $ 386.3 $ (739.1 ) $ 351.9 Condensed Consolidating Statement of Comprehensive Income Three months ended June 30, 2015 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net earnings $ 351.9 $ 352.8 $ 399.2 $ (739.1 ) $ 364.8 Other comprehensive income (losses) 34.5 34.5 35.4 (69.9 ) 34.5 Comprehensive income 386.4 387.3 434.6 (809.0 ) 399.3 Less: Comprehensive income attributable to noncontrolling interest — — 12.9 — 12.9 Comprehensive income attributable to common stockholders $ 386.4 $ 387.3 $ 421.7 $ (809.0 ) $ 386.4 Condensed Consolidating Statement of Operations Six months ended June 30, 2015 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ 191.9 $ 2,396.8 $ (323.6 ) $ 2,265.1 Cost of sales — 191.9 1,295.1 (323.6 ) 1,163.4 Gross margin — — 1,101.7 — 1,101.7 Selling, general and administrative expenses 2.3 0.9 74.8 — 78.0 Other operating—net — (5.6 ) 46.2 — 40.6 Total other operating costs and expenses 2.3 (4.7 ) 121.0 — 118.6 Equity in earnings of operating affiliates — — 14.4 — 14.4 Operating (losses) earnings (2.3 ) 4.7 995.1 — 997.5 Interest expense — 130.8 (53.3 ) (14.6 ) 62.9 Interest income — (14.6 ) (0.6 ) 14.6 (0.6 ) Net (earnings) of wholly-owned subsidiaries (583.9 ) (657.0 ) — 1,240.9 — Other non-operating—net (0.1 ) — 0.6 — 0.5 Earnings before income taxes and equity in losses of non-operating affiliates 581.7 545.5 1,048.4 (1,240.9 ) 934.7 Income tax (benefit) provision (0.8 ) (38.4 ) 352.6 — 313.4 Equity in losses of non-operating affiliates—net of taxes — — (20.6 ) — (20.6 ) Net earnings 582.5 583.9 675.2 (1,240.9 ) 600.7 Less: Net earnings attributable to noncontrolling interest — — 18.2 — 18.2 Net earnings attributable to common stockholders $ 582.5 $ 583.9 $ 657.0 $ (1,240.9 ) $ 582.5 Condensed Consolidating Statement of Comprehensive Income Six months ended June 30, 2015 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net earnings $ 582.5 $ 583.9 $ 675.2 $ (1,240.9 ) $ 600.7 Other comprehensive income (losses) (46.0 ) (46.0 ) (45.1 ) 91.1 (46.0 ) Comprehensive income 536.5 537.9 630.1 (1,149.8 ) 554.7 Less: Comprehensive income attributable to noncontrolling interest — — 18.2 — 18.2 Comprehensive income attributable to common stockholders $ 536.5 $ 537.9 $ 611.9 $ (1,149.8 ) $ 536.5 Condensed Consolidating Statement of Operations Three months ended June 30, 2014 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ 95.7 $ 1,553.8 $ (176.8 ) $ 1,472.7 Cost of sales — 95.7 963.5 (176.8 ) 882.4 Gross margin — — 590.3 — 590.3 Selling, general and administrative expenses 0.9 0.3 38.3 — 39.5 Other operating—net — — 21.6 — 21.6 Total other operating costs and expenses 0.9 0.3 59.9 — 61.1 Equity in earnings of operating affiliates — — 2.1 — 2.1 Operating (losses) earnings (0.9 ) (0.3 ) 532.5 — 531.3 Interest expense — 65.9 (15.1 ) (0.1 ) 50.7 Interest income — (0.1 ) (0.3 ) 0.1 (0.3 ) Net (earnings) of wholly-owned subsidiaries (313.1 ) (356.6 ) — 669.7 — Other non-operating—net (0.1 ) 0.1 0.7 — 0.7 Earnings before income taxes and equity in earnings of non-operating affiliates 312.3 290.4 547.2 (669.7 ) 480.2 Income tax (benefit) provision (0.3 ) (22.7 ) 180.2 — 157.2 Equity in earnings of non-operating affiliates—net of taxes — — 1.7 — 1.7 Net earnings 312.6 313.1 368.7 (669.7 ) 324.7 Less: Net earnings attributable to noncontrolling interest — — 12.1 — 12.1 Net earnings attributable to common stockholders $ 312.6 $ 313.1 $ 356.6 $ (669.7 ) $ 312.6 Condensed Consolidating Statement of Comprehensive Income Three months ended June 30, 2014 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net earnings $ 312.6 $ 313.1 $ 368.7 $ (669.7 ) $ 324.7 Other comprehensive income (losses) 29.6 29.6 29.6 (59.2 ) 29.6 Comprehensive income 342.2 342.7 398.3 (728.9 ) 354.3 Less: Comprehensive income attributable to noncontrolling interest — — 12.1 — 12.1 Comprehensive income attributable to common stockholders $ 342.2 $ 342.7 $ 386.2 $ (728.9 ) $ 342.2 Condensed Consolidating Statement of Operations Six months ended June 30, 2014 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ 467.7 $ 2,776.8 $ (639.2 ) $ 2,605.3 Cost of sales — 284.0 1,927.4 (639.2 ) 1,572.2 Gross margin — 183.7 849.4 — 1,033.1 Selling, general and administrative expenses 1.6 1.7 77.9 — 81.2 Other operating—net — (0.3 ) 16.1 — 15.8 Total other operating costs and expenses 1.6 1.4 94.0 — 97.0 Gain on sale of phosphate business — 761.5 (14.4 ) — 747.1 Equity in earnings of operating affiliates — — 17.9 — 17.9 Operating (losses) earnings (1.6 ) 943.8 758.9 — 1,701.1 Interest expense — 115.3 (24.4 ) (0.2 ) 90.7 Interest income — (0.2 ) (0.5 ) 0.2 (0.5 ) Net (earnings) of wholly-owned subsidiaries (1,022.1 ) (507.9 ) — 1,530.0 — Other non-operating—net (0.1 ) — 0.7 — 0.6 Earnings before income taxes and equity in earnings of non-operating affiliates 1,020.6 1,336.6 783.1 (1,530.0 ) 1,610.3 Income tax (benefit) provision (0.5 ) 314.4 256.5 — 570.4 Equity in earnings of non-operating affiliates—net of taxes — (0.1 ) 5.3 — 5.2 Net earnings 1,021.1 1,022.1 531.9 (1,530.0 ) 1,045.1 Less: Net earnings attributable to noncontrolling interest — — 24.0 — 24.0 Net earnings attributable to common stockholders $ 1,021.1 $ 1,022.1 $ 507.9 $ (1,530.0 ) $ 1,021.1 Condensed Consolidating Statement of Comprehensive Income Six months ended June 30, 2014 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net earnings $ 1,021.1 $ 1,022.1 $ 531.9 $ (1,530.0 ) $ 1,045.1 Other comprehensive income (losses) 20.2 20.2 20.2 (40.4 ) 20.2 Comprehensive income 1,041.3 1,042.3 552.1 (1,570.4 ) 1,065.3 Less: Comprehensive income attributable to noncontrolling interest — — 24.0 — 24.0 Comprehensive income attributable to common stockholders $ 1,041.3 $ 1,042.3 $ 528.1 $ (1,570.4 ) $ 1,041.3 Condensed Consolidating Balance Sheet June 30, 2015 Parent CF Industries Other Subsidiaries Eliminations and Reclassifications Consolidated (in millions) Assets Current assets: Cash and cash equivalents $ — $ 3.7 $ 806.2 $ — $ 809.9 Restricted cash — — 54.0 — 54.0 Accounts and notes receivable—net 0.1 1,704.1 1,191.4 (2,700.7 ) 194.9 Inventories — — 205.3 — 205.3 Deferred income taxes — — 53.8 — 53.8 Prepaid income taxes 2.7 — 14.7 (2.7 ) 14.7 Other current assets — — 33.8 — 33.8 Total current assets 2.8 1,707.8 2,359.2 (2,703.4 ) 1,366.4 Property, plant and equipment—net — — 6,465.6 — 6,465.6 Investments in and advances to affiliates 4,339.6 8,108.2 808.7 (12,447.8 ) 808.7 Due from affiliates 570.7 — 2.2 (572.9 ) — Goodwill — — 2,090.8 — 2,090.8 Other assets — 63.1 203.8 — 266.9 Total assets $ 4,913.1 $ 9,879.1 $ 11,930.3 $ (15,724.1 ) $ 10,998.4 Liabilities and Equity Current liabilities: Accounts and notes payable and accrued expenses $ 797.2 $ 284.2 $ 2,320.5 $ (2,700.7 ) $ 701.2 Income taxes payable — 0.6 14.5 (2.7 ) 12.4 Customer advances — — 17.3 — 17.3 Other current liabilities — — 22.6 — 22.6 Total current liabilities 797.2 284.8 2,374.9 (2,703.4 ) 753.5 Long-term debt — 4,592.6 — — 4,592.6 Deferred income taxes — 54.0 722.5 — 776.5 Due to affiliates — 572.9 — (572.9 ) — Other liabilities — 35.2 364.8 — 400.0 Equity: Stockholders' equity: Preferred stock — — 16.4 (16.4 ) — Common stock 2.4 — 1.1 (1.1 ) 2.4 Paid-in capital 1,368.0 (12.6 ) 8,284.9 (8,272.3 ) 1,368.0 Retained earnings 3,080.3 4,558.0 11.1 (4,569.1 ) 3,080.3 Treasury stock (129.0 ) — — — (129.0 ) Accumulated other comprehensive income (loss) (205.8 ) (205.8 ) (205.3 ) 411.1 (205.8 ) Total stockholders' equity 4,115.9 4,339.6 8,108.2 (12,447.8 ) 4,115.9 Noncontrolling interest — — 359.9 — 359.9 Total equity 4,115.9 4,339.6 8,468.1 (12,447.8 ) 4,475.8 Total liabilities and equity $ 4,913.1 $ 9,879.1 $ 11,930.3 $ (15,724.1 ) $ 10,998.4 Condensed Consolidating Balance Sheet December 31, 2014 Parent CF Industries Other Subsidiaries Eliminations and Reclassifications Consolidated (in millions) Assets Current assets: Cash and cash equivalents $ — $ 105.7 $ 1,890.9 $ — $ 1,996.6 Restricted cash — — 86.1 — 86.1 Accounts and notes receivable—net — 2,286.5 651.9 (2,746.9 ) 191.5 Inventories — — 202.9 — 202.9 Deferred income taxes — — 84.0 — 84.0 Prepaid income taxes 1.9 — 34.8 (1.9 ) 34.8 Other current assets — — 18.6 — 18.6 Total current assets 1.9 2,392.2 2,969.2 (2,748.8 ) 2,614.5 Property, plant and equipment—net — — 5,525.8 — 5,525.8 Investments in and advances to affiliates 6,212.5 9,208.7 861.5 (15,421.2 ) 861.5 Due from affiliates 570.7 — 1.7 (572.4 ) — Goodwill — — 2,092.8 — 2,092.8 Other assets — 65.1 178.5 — 243.6 Total assets $ 6,785.1 $ 11,666.0 $ 11,629.5 $ (18,742.4 ) $ 11,338.2 Liabilities and Equity Current liabilities: Accounts and notes payable and accrued expenses $ 2,575.4 $ 207.7 $ 553.8 $ (2,747.0 ) $ 589.9 Income taxes payable — 10.8 7.1 (1.9 ) 16.0 Customer advances — — 325.4 — 325.4 Other current liabilities — — 48.4 — 48.4 Total current liabilities 2,575.4 218.5 934.7 (2,748.9 ) 979.7 Long-term debt — 4,592.5 — — 4,592.5 Deferred income taxes — 34.8 783.8 — 818.6 Due to affiliates — 572.4 — (572.4 ) — Other liabilities — 35.3 339.6 — 374.9 Equity: Stockholders' equity: Preferred stock — — 16.4 (16.4 ) — Common stock (1) 2.5 — 1.1 (1.1 ) 2.5 Paid-in capital (1) 1,413.9 (12.6 ) 8,283.5 (8,270.9 ) 1,413.9 Retained earnings 3,175.3 6,384.9 1,067.8 (7,452.7 ) 3,175.3 Treasury stock (1) (222.2 ) — — — (222.2 ) Accumulated other comprehensive income (loss) (159.8 ) (159.8 ) (160.2 ) 320.0 (159.8 ) Total stockholders' equity 4,209.7 6,212.5 9,208.6 (15,421.1 ) 4,209.7 Noncontrolling interest — — 362.8 — 362.8 Total equity 4,209.7 6,212.5 9,571.4 (15,421.1 ) 4,572.5 Total liabilities and equity $ 6,785.1 $ 11,666.0 $ 11,629.5 $ (18,742.4 ) $ 11,338.2 _______________________________________________________________________________ (1) December 31, 2014 amounts have been retroactively restated to reflect the five-for-one split of the Company’s common stock effected in the form of a stock dividend that was distributed on June 17, 2015. Condensed Consolidating Statement of Cash Flows Six months ended June 30, 2015 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Operating Activities: Net earnings $ 582.5 $ 583.9 $ 675.2 $ (1,240.9 ) $ 600.7 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization — 3.6 215.7 — 219.3 Deferred income taxes — 19.7 (25.4 ) — (5.7 ) Stock-based compensation expense 7.8 — 0.3 — 8.1 Excess tax benefit from stock-based compensation (1.8 ) — — — (1.8 ) Unrealized gain on derivatives — — (43.2 ) — (43.2 ) Loss on sale of equity method investments — — 42.8 — 42.8 Loss on disposal of property, plant and equipment — — 13.6 — 13.6 Undistributed (earnings) loss of affiliates—net (583.9 ) (657.0 ) (16.2 ) 1,240.9 (16.2 ) Due to/from affiliates—net 1.9 0.4 (2.3 ) — — Changes in: Accounts and notes receivable—net — (64.5 ) (81.9 ) 142.7 (3.7 ) Inventories — — (8.0 ) — (8.0 ) Accrued and prepaid income taxes (0.8 ) (10.2 ) 41.4 — 30.4 Accounts and notes payable and accrued expenses 0.3 75.3 33.9 (142.7 ) (33.2 ) Customer advances — — (308.1 ) — (308.1 ) Other—net — 0.3 3.5 — 3.8 Net cash provided by (used in) operating activities 6.0 (48.5 ) 541.3 — 498.8 Investing Activities: Additions to property, plant and equipment — — (1,031.9 ) — (1,031.9 ) Proceeds from sale of property, plant and equipment — — 8.0 — 8.0 Proceeds from sale of equity method investment — — 12.8 — 12.8 Withdrawals from restricted cash funds — — 32.1 — 32.1 Other—net — (1.5 ) (22.4 ) 1.5 (22.4 ) Net cash (used in) provided by investing activities — (1.5 ) (1,001.4 ) 1.5 (1,001.4 ) Financing Activities: Short-term debt—net 507.9 (50.0 ) (457.9 ) — — Financing fees — (2.0 ) — — (2.0 ) Dividends paid on common stock (142.5 ) (142.5 ) (142.5 ) 285.0 (142.5 ) Distributions to noncontrolling interest — — (21.1 ) — (21.1 ) Purchases of treasury stock (523.1 ) — — — (523.1 ) Issuances of common stock under employee stock plans 7.4 — — — 7.4 Excess tax benefit from stock-based compensation 1.8 — — — 1.8 Dividends to/from affiliates 142.5 142.5 — (285.0 ) — Other—net — — 1.5 (1.5 ) — Net cash used in financing activities (6.0 ) (52.0 ) (620.0 ) (1.5 ) (679.5 ) Effect of exchange rate changes on cash and cash equivalents — — (4.6 ) — (4.6 ) Decrease in cash and cash equivalents — (102.0 ) (1,084.7 ) — (1,186.7 ) Cash and cash equivalents at beginning of period — 105.7 1,890.9 — 1,996.6 Cash and cash equivalents at end of period $ — $ 3.7 $ 806.2 $ — $ 809.9 Condensed Consolidating Statement of Cash Flows Six months ended June 30, 2014 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Operating Activities: Net earnings $ 1,021.1 $ 1,022.1 $ 531.9 $ (1,530.0 ) $ 1,045.1 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization — 3.3 199.8 — 203.1 Deferred income taxes — — 1.1 — 1.1 Stock-based compensation expense 9.9 — 0.1 — 10.0 Excess tax benefit from stock-based compensation (5.2 ) — — — (5.2 ) Unrealized loss on derivatives — — 61.4 — 61.4 Gain on sale of phosphate business — (761.5 ) 14.4 — (747.1 ) Loss on disposal of property, plant and equipment — — 1.0 — 1.0 Undistributed loss (earnings) of affiliates—net (1,022.2 ) (507.8 ) (15.1 ) 1,530.0 (15.1 ) Due to/from affiliates—net 5.2 1.8 (7.0 ) — — Changes in: Accounts and notes receivable—net (0.1 ) (248.8 ) 697.2 (460.4 ) (12.1 ) Inventories — (2.5 ) 66.5 — 64.0 Accrued and prepaid income taxes (0.5 ) 314.3 (291.2 ) — 22.6 Accounts and notes payable and accrued expenses (1.9 ) 207.5 (696.4 ) 460.4 (30.4 ) Customer advances — — (57.2 ) — (57.2 ) Other—net — (3.3 ) 17.4 — 14.1 Net cash provided by operating activities 6.3 25.1 523.9 — 555.3 Investing Activities: Additions to property, plant and equipment — (18.3 ) (666.7 ) — (685.0 ) Proceeds from sale of property, plant and equipment — — 5.9 — 5.9 Proceeds from sale of phosphate business — 893.1 460.5 — 1,353.6 Deposits to restricted cash funds — — (505.0 ) — (505.0 ) Withdrawals from restricted cash funds — — 14.0 — 14.0 Other—net — — 16.8 — 16.8 Net cash provided by (used in) investing activities — 874.8 (674.5 ) — 200.3 Financing Activities: Proceeds from long-term borrowings — 1,494.2 — — 1,494.2 Short-term debt—net 1,570.0 (2,026.9 ) 456.9 — — Financing fees — (16.0 ) — — (16.0 ) Dividends paid on common stock (107.2 ) (107.2 ) (107.2 ) 214.4 (107.2 ) Dividends to/from affiliates 107.2 107.2 — (214.4 ) — Distributions to noncontrolling interest — — (23.5 ) — (23.5 ) Purchases of treasury stock (1,591.2 ) — — — (1,591.2 ) Issuances of common stock under employee stock plans 9.7 — — — 9.7 Excess tax benefit from stock-based compensation 5.2 — — — 5.2 Other—net — (1.0 ) (42.0 ) — (43.0 ) Net cash (used in) provided by financing activities (6.3 ) (549.7 ) 284.2 — (271.8 ) Effect of exchange rate changes on cash and cash equivalents — — (0.5 ) — (0.5 ) Increase in cash and cash equivalents — 350.2 133.1 — 483.3 Cash and cash equivalents at beginning of period 0.1 20.4 1,690.3 — 1,710.8 Cash and cash equivalents at end of period $ 0.1 $ 370.6 $ 1,823.4 $ — $ 2,194.1 |