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 Public Senior Notes issued by 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 Public Senior 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 registration statements filed by Parent and CF Industries 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 in 2023, 2034, 2043 and 2044 following the repayment of the Public Senior 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 Public Senior Notes due in 2018 and 2020. As of September 30, 2016 , none of such subsidiaries of Parent was, or was required to be, a guarantor of the Public Senior Notes. See Note 19—Subsequent Events for additional information regarding the Revolving Credit Agreement. 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, statements of comprehensive income and statements of cash flows for Parent, CF Industries and the Other Subsidiaries for the nine months ended September 30, 2016 and 2015 , and condensed consolidating balance sheets for Parent, CF Industries and the Other Subsidiaries as of September 30, 2016 and December 31, 2015 . 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 September 30, 2016 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ 80 $ 713 $ (113 ) $ 680 Cost of sales — 35 756 (113 ) 678 Gross margin — 45 (43 ) — 2 Selling, general and administrative expenses 1 4 39 — 44 Other operating—net — 5 52 — 57 Total other operating costs and expenses 1 9 91 — 101 Equity in loss of operating affiliates — — (2 ) — (2 ) Operating (loss) earnings (1 ) 36 (136 ) — (101 ) Interest expense — 86 (38 ) (17 ) 31 Interest income — (12 ) (7 ) 17 (2 ) Net loss of wholly owned subsidiaries 39 1 — (40 ) — Other non-operating—net — — 1 — 1 Loss before income taxes (40 ) (39 ) (92 ) 40 (131 ) Income tax benefit (10 ) — (121 ) — (131 ) Net (loss) earnings (30 ) (39 ) 29 40 — Less: Net earnings attributable to noncontrolling interests — — 30 — 30 Net loss attributable to common stockholders $ (30 ) $ (39 ) $ (1 ) $ 40 $ (30 ) Condensed Consolidating Statement of Comprehensive Income (Loss) Three months ended September 30, 2016 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net (loss) earnings $ (30 ) $ (39 ) $ 29 $ 40 $ — Other comprehensive loss (30 ) (30 ) (30 ) 60 (30 ) Comprehensive loss (60 ) (69 ) (1 ) 100 (30 ) Less: Comprehensive income attributable to noncontrolling interests — — 30 — 30 Comprehensive loss attributable to common stockholders $ (60 ) $ (69 ) $ (31 ) $ 100 $ (60 ) Condensed Consolidating Statement of Operations Nine months ended September 30, 2016 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ 283 $ 2,942 $ (407 ) $ 2,818 Cost of sales — 161 2,318 (407 ) 2,072 Gross margin — 122 624 — 746 Selling, general and administrative expenses 3 8 130 — 141 Transaction costs (46 ) — 225 — 179 Other operating—net — 5 176 — 181 Total other operating costs and expenses (43 ) 13 531 — 501 Equity in loss of operating affiliates — — (11 ) — (11 ) Operating earnings 43 109 82 — 234 Interest expense — 248 (59 ) (59 ) 130 Interest income — (42 ) (21 ) 59 (4 ) Net earnings of wholly owned subsidiaries (16 ) (76 ) — 92 — Other non-operating—net — — (1 ) — (1 ) Earnings (loss) before income taxes 59 (21 ) 163 (92 ) 109 Income tax provision (benefit) 16 (37 ) — — (21 ) Net earnings 43 16 163 (92 ) 130 Less: Net earnings attributable to noncontrolling interests — — 87 — 87 Net earnings attributable to common stockholders $ 43 $ 16 $ 76 $ (92 ) $ 43 Condensed Consolidating Statement of Comprehensive Income (Loss) Nine months ended September 30, 2016 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net earnings $ 43 $ 16 $ 163 $ (92 ) $ 130 Other comprehensive loss (23 ) (23 ) (23 ) 46 (23 ) Comprehensive income (loss) 20 (7 ) 140 (46 ) 107 Less: Comprehensive income attributable to noncontrolling interests — — 87 — 87 Comprehensive income (loss) attributable to common stockholders $ 20 $ (7 ) $ 53 $ (46 ) $ 20 Condensed Consolidating Statement of Operations Three months ended September 30, 2015 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ 78 $ 983 $ (133 ) $ 928 Cost of sales — 84 812 (133 ) 763 Gross margin — (6 ) 171 — 165 Selling, general and administrative expenses — 3 39 — 42 Transaction costs 30 — 7 — 37 Other operating—net — (4 ) 37 — 33 Total other operating costs and expenses 30 (1 ) 83 — 112 Equity in earnings of operating affiliates — — 6 — 6 Operating (loss) earnings (30 ) (5 ) 94 — 59 Interest expense — 74 (21 ) (23 ) 30 Interest income — (22 ) (1 ) 23 — Net earnings of wholly owned subsidiaries (109 ) (143 ) — 252 — Other non-operating—net — — 5 — 5 Earnings before income taxes and equity in earnings of non-operating affiliates 79 86 111 (252 ) 24 Income tax (benefit) provision (11 ) (24 ) 55 — 20 Equity in earnings of non-operating affiliates—net of taxes — — 93 — 93 Net earnings 90 110 149 (252 ) 97 Less: Net earnings attributable to noncontrolling interest — — 7 — 7 Net earnings attributable to common stockholders $ 90 $ 110 $ 142 $ (252 ) $ 90 Condensed Consolidating Statement of Comprehensive Income Three months ended September 30, 2015 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net earnings $ 90 $ 110 $ 149 $ (252 ) $ 97 Other comprehensive loss (7 ) (8 ) (9 ) 16 (8 ) Comprehensive income 83 102 140 (236 ) 89 Less: Comprehensive income attributable to noncontrolling interest — — 7 — 7 Comprehensive income attributable to common stockholders $ 83 $ 102 $ 133 $ (236 ) $ 82 Condensed Consolidating Statement of Operations Nine months ended September 30, 2015 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net sales $ — $ 270 $ 3,380 $ (457 ) $ 3,193 Cost of sales — 276 2,107 (457 ) 1,926 Gross margin — (6 ) 1,273 — 1,267 Selling, general and administrative expenses 2 4 114 — 120 Transaction costs 30 — 7 — 37 Other operating—net — (9 ) 83 — 74 Total other operating costs and expenses 32 (5 ) 204 — 231 Equity in earnings of operating affiliates — — 20 — 20 Operating (loss) earnings (32 ) (1 ) 1,089 — 1,056 Interest expense — 205 (74 ) (38 ) 93 Interest income — (37 ) (2 ) 38 (1 ) Net earnings of wholly owned subsidiaries (693 ) (800 ) — 1,493 — Other non-operating—net — — 5 — 5 Earnings before income taxes and equity in earnings of non-operating affiliates 661 631 1,160 (1,493 ) 959 Income tax (benefit) provision (12 ) (63 ) 408 — 333 Equity in earnings of non-operating affiliates—net of taxes — — 72 — 72 Net earnings 673 694 824 (1,493 ) 698 Less: Net earnings attributable to noncontrolling interest — — 25 — 25 Net earnings attributable to common stockholders $ 673 $ 694 $ 799 $ (1,493 ) $ 673 Condensed Consolidating Statement of Comprehensive Income Nine months ended September 30, 2015 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Net earnings $ 673 $ 694 $ 824 $ (1,493 ) $ 698 Other comprehensive loss (53 ) (54 ) (54 ) 107 (54 ) Comprehensive income 620 640 770 (1,386 ) 644 Less: Comprehensive income attributable to noncontrolling interest — — 25 — 25 Comprehensive income attributable to common stockholders $ 620 $ 640 $ 745 $ (1,386 ) $ 619 Condensed Consolidating Balance Sheet September 30, 2016 Parent CF Industries Other Subsidiaries Eliminations and Reclassifications Consolidated (in millions) Assets Current assets: Cash and cash equivalents $ — $ 5 $ 1,549 $ — $ 1,554 Restricted cash — — 7 — 7 Accounts and notes receivable—net — 1,316 1,517 (2,626 ) 207 Inventories — — 312 — 312 Prepaid income taxes — — 830 — 830 Other current assets — — 21 — 21 Total current assets — 1,321 4,236 (2,626 ) 2,931 Property, plant and equipment—net — — 9,725 — 9,725 Investments in affiliates 4,156 9,632 287 (13,788 ) 287 Due from affiliates 571 — 2 (573 ) — Goodwill — — 2,359 — 2,359 Other assets — 18 312 — 330 Total assets $ 4,727 $ 10,971 $ 16,921 $ (16,987 ) $ 15,632 Liabilities and Equity Current liabilities: Accounts and notes payable and accrued expenses $ 867 $ 556 $ 2,046 $ (2,626 ) $ 843 Income taxes payable — — 1 — 1 Customer advances — — 86 — 86 Other current liabilities — — 36 — 36 Total current liabilities 867 556 2,169 (2,626 ) 966 Long-term debt — 5,540 — — 5,540 Deferred income taxes — 81 1,561 — 1,642 Due to affiliates — 573 — (573 ) — Other liabilities — 65 439 — 504 Equity: Stockholders' equity: Preferred stock — — 16 (16 ) — Common stock 2 — 1 (1 ) 2 Paid-in capital 1,390 (13 ) 9,936 (9,923 ) 1,390 Retained earnings 2,892 4,442 (48 ) (4,394 ) 2,892 Treasury stock (151 ) — — — (151 ) Accumulated other comprehensive loss (273 ) (273 ) (273 ) 546 (273 ) Total stockholders' equity 3,860 4,156 9,632 (13,788 ) 3,860 Noncontrolling interests — — 3,120 — 3,120 Total equity 3,860 4,156 12,752 (13,788 ) 6,980 Total liabilities and equity $ 4,727 $ 10,971 $ 16,921 $ (16,987 ) $ 15,632 Condensed Consolidating Balance Sheet December 31, 2015 Parent CF Industries Other Subsidiaries Eliminations and Reclassifications Consolidated (in millions) Assets Current assets: Cash and cash equivalents $ 1 $ — $ 285 $ — $ 286 Restricted cash — — 23 — 23 Accounts and notes receivable—net 1 2,987 1,565 (4,286 ) 267 Inventories — — 321 — 321 Prepaid income taxes — — 185 — 185 Other current assets — 24 21 — 45 Total current assets 2 3,011 2,400 (4,286 ) 1,127 Property, plant and equipment—net — — 8,539 — 8,539 Investments in affiliates 4,303 8,148 298 (12,451 ) 298 Due from affiliates 571 — 2 (573 ) — Goodwill — — 2,390 — 2,390 Other assets — 19 310 — 329 Total assets $ 4,876 $ 11,178 $ 13,939 $ (17,310 ) $ 12,683 Liabilities and Equity Current liabilities: Accounts and notes payable and accrued expenses $ 841 $ 648 $ 3,715 $ (4,286 ) $ 918 Income taxes payable — — 5 — 5 Customer advances — — 162 — 162 Other current liabilities — — 130 — 130 Total current liabilities 841 648 4,012 (4,286 ) 1,215 Long-term debt — 5,537 — — 5,537 Deferred income taxes — 52 864 — 916 Due to affiliates — 573 — (573 ) — Other liabilities — 66 562 — 628 Equity: Stockholders' equity: Preferred stock — — 17 (17 ) — Common stock 2 — 1 (1 ) 2 Paid-in capital 1,378 (13 ) 8,365 (8,352 ) 1,378 Retained earnings 3,058 4,565 16 (4,581 ) 3,058 Treasury stock (153 ) — — — (153 ) Accumulated other comprehensive loss (250 ) (250 ) (250 ) 500 (250 ) Total stockholders' equity 4,035 4,302 8,149 (12,451 ) 4,035 Noncontrolling interest — — 352 — 352 Total equity 4,035 4,302 8,501 (12,451 ) 4,387 Total liabilities and equity $ 4,876 $ 11,178 $ 13,939 $ (17,310 ) $ 12,683 Condensed Consolidating Statement of Cash Flows Nine months ended September 30, 2016 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Operating Activities: Net earnings $ 43 $ 16 $ 163 $ (92 ) $ 130 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization — 9 466 — 475 Deferred income taxes — 29 701 — 730 Stock-based compensation expense 14 — 1 — 15 Unrealized gain on natural gas and foreign currency derivatives — — (169 ) — (169 ) Unrealized loss on embedded derivative — — 22 — 22 Loss on disposal of property, plant and equipment — — 8 — 8 Undistributed earnings of affiliates—net (16 ) (76 ) — 92 — Changes in: Accounts and notes receivable—net 1 178 (61 ) (63 ) 55 Inventories — — (4 ) — (4 ) Accrued and prepaid income taxes — — (665 ) — (665 ) Accounts and notes payable and accrued expenses (9 ) (34 ) (27 ) 63 (7 ) Customer advances — — (75 ) — (75 ) Other—net — — 76 — 76 Net cash provided by operating activities 33 122 436 — 591 Investing Activities: Additions to property, plant and equipment — — (1,819 ) — (1,819 ) Proceeds from sale of property, plant and equipment — — 8 — 8 Withdrawals from restricted cash funds — — 16 — 16 Other—net — — 4 — 4 Net cash used in investing activities — — (1,791 ) — (1,791 ) Financing Activities: Short-term debt—net 35 (112 ) 77 — — Financing fees — (5 ) (6 ) — (11 ) Dividends paid on common stock (209 ) (140 ) (140 ) 280 (209 ) Dividends to/from affiliates 140 140 — (280 ) — Issuance of noncontrolling interest in CFN — — 2,800 — 2,800 Distributions to noncontrolling interests — — (111 ) — (111 ) Net cash (used in) provided by financing activities (34 ) (117 ) 2,620 — 2,469 Effect of exchange rate changes on cash and cash equivalents — — (1 ) — (1 ) (Decrease) increase in cash and cash equivalents (1 ) 5 1,264 — 1,268 Cash and cash equivalents at beginning of period 1 — 285 — 286 Cash and cash equivalents at end of period $ — $ 5 $ 1,549 $ — $ 1,554 Condensed Consolidating Statement of Cash Flows Nine months ended September 30, 2015 Parent CF Industries Other Subsidiaries Eliminations Consolidated (in millions) Operating Activities: Net earnings $ 673 $ 694 $ 824 $ (1,493 ) $ 698 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: Depreciation and amortization — 11 337 — 348 Deferred income taxes — 30 (36 ) — (6 ) Stock-based compensation expense 13 — — — 13 Unrealized gain on natural gas and foreign currency derivatives — — 70 — 70 Loss on sale of equity method investments — — 43 — 43 Gain on remeasurement of CF Fertilisers UK investment — — (94 ) — (94 ) Loss on disposal of property, plant and equipment — — 18 — 18 Undistributed earnings of affiliates—net (693 ) (800 ) (2 ) 1,493 (2 ) Due to/from affiliates—net 2 — (2 ) — — Changes in: Accounts and notes receivable—net — 18 141 (143 ) 16 Inventories — — (72 ) — (72 ) Accrued and prepaid income taxes 2 (10 ) (61 ) — (69 ) Accounts and notes payable and accrued expenses 6 (79 ) (38 ) 143 32 Customer advances — — 56 — 56 Other—net — — 23 — 23 Net cash provided by (used in) operating activities 3 (136 ) 1,207 — 1,074 Investing Activities: Additions to property, plant and equipment — — (1,791 ) — (1,791 ) Proceeds from sale of property, plant and equipment — — 9 — 9 Proceeds from sale of equity method investment — — 13 — 13 Purchase of CF Fertilisers UK, net of cash acquired — — (554 ) — (554 ) Withdrawals from restricted cash funds — — 60 — 60 Other—net — (82 ) (36 ) 82 (36 ) Net cash used in investing activities — (82 ) (2,299 ) 82 (2,299 ) Financing Activities: Proceeds from long-term borrowings — 1,000 — — 1,000 Short-term debt—net 546 (856 ) 310 — — Financing fees — (28 ) — — (28 ) Dividends paid on common stock (212 ) (212 ) (212 ) 424 (212 ) Dividends to/from affiliates 212 212 — (424 ) — Distributions to noncontrolling interest — — (32 ) — (32 ) Purchases of treasury stock (556 ) — — — (556 ) Issuances of common stock under employee stock plans 8 — — — 8 Shares withheld for taxes — — (1 ) — (1 ) Other—net — — 82 (82 ) — Net cash (used in) provided by financing activities (2 ) 116 147 (82 ) 179 Effect of exchange rate changes on cash and cash equivalents — — (8 ) — (8 ) Increase (decrease) in cash and cash equivalents 1 (102 ) (953 ) — (1,054 ) Cash and cash equivalents at beginning of period — 106 1,891 — 1,997 Cash and cash equivalents at end of period $ 1 $ 4 $ 938 $ — $ 943 |