Condensed Consolidating Financial Statements | 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 for Parent, CF Industries, the Subsidiary Guarantors and the Non-Guarantors for the three and six months ended June 30, 2017 and 2016 , condensed consolidating statements of cash flows for Parent, CF Industries, the Subsidiary Guarantors and the Non-Guarantors for the six months ended June 30, 2017 and 2016 , and condensed consolidating balance sheets for Parent, CF Industries, the Subsidiary Guarantors and the Non-Guarantors as of June 30, 2017 and December 31, 2016 . To reflect the additional Subsidiary Guarantors that became effective on November 21, 2016, the condensed consolidating statement of operations for the three and six months ended June 30, 2016 and statement of cash flows for the six months ended June 30, 2016 have been restated to reflect the separate Subsidiary Guarantors. The condensed consolidating financial information presented below is not necessarily indicative of the financial position, results of operations, comprehensive income 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. Condensed Consolidating Statement of Operations Three months ended June 30, 2017 Parent CF Industries Subsidiary Guarantors Non-Guarantors Eliminations Consolidated (in millions) Net sales $ — $ 111 $ 903 $ 833 $ (723 ) $ 1,124 Cost of sales — 71 870 734 (723 ) 952 Gross margin — 40 33 99 — 172 Selling, general and administrative expenses 2 3 27 17 — 49 Other operating—net — (1 ) 1 10 — 10 Total other operating costs and expenses 2 2 28 27 — 59 Equity in losses of operating affiliates — — — (6 ) — (6 ) Operating (loss) earnings (2 ) 38 5 66 — 107 Interest expense — 80 9 2 (11 ) 80 Interest income — (8 ) (1 ) (4 ) 11 (2 ) Net earnings of wholly owned subsidiaries (4 ) (27 ) (42 ) — 73 — Earnings (loss) before income taxes 2 (7 ) 39 68 (73 ) 29 Income tax (benefit) provision (1 ) (11 ) 15 2 — 5 Net earnings 3 4 24 66 (73 ) 24 Less: Net earnings attributable to noncontrolling interests — — — 21 — 21 Net earnings attributable to common stockholders $ 3 $ 4 $ 24 $ 45 $ (73 ) $ 3 Condensed Consolidating Statement of Comprehensive Income Three months ended June 30, 2017 Parent CF Industries Subsidiary Guarantors Non-Guarantors Eliminations Consolidated (in millions) Net earnings $ 3 $ 4 $ 24 $ 66 $ (73 ) $ 24 Other comprehensive income 53 53 37 50 (140 ) 53 Comprehensive income 56 57 61 116 (213 ) 77 Less: Comprehensive income attributable to noncontrolling interests — — — 21 — 21 Comprehensive income attributable to common stockholders $ 56 $ 57 $ 61 $ 95 $ (213 ) $ 56 Condensed Consolidating Statement of Operations Six months ended June 30, 2017 Parent CF Industries Subsidiary Guarantors Non-Guarantors Eliminations Consolidated (in millions) Net sales $ — $ 201 $ 1,725 $ 1,729 $ (1,494 ) $ 2,161 Cost of sales — 122 1,763 1,492 (1,494 ) 1,883 Gross margin — 79 (38 ) 237 — 278 Selling, general and administrative expenses 2 5 55 33 — 95 Other operating—net — (2 ) 2 16 — 16 Total other operating costs and expenses 2 3 57 49 — 111 Equity in losses of operating affiliates — — — (3 ) — (3 ) Operating (loss) earnings (2 ) 76 (95 ) 185 — 164 Interest expense — 161 20 3 (24 ) 160 Interest income — (19 ) (2 ) (6 ) 24 (3 ) Net loss (earnings) of wholly owned subsidiaries 19 (24 ) (140 ) — 145 — (Loss) earnings before income taxes (21 ) (42 ) 27 188 (145 ) 7 Income tax (benefit) provision (1 ) (23 ) 10 6 — (8 ) Net (loss) earnings (20 ) (19 ) 17 182 (145 ) 15 Less: Net earnings attributable to noncontrolling interests — — — 35 — 35 Net (loss) earnings attributable to common stockholders $ (20 ) $ (19 ) $ 17 $ 147 $ (145 ) $ (20 ) Condensed Consolidating Statement of Comprehensive Income Six months ended June 30, 2017 Parent CF Industries Subsidiary Guarantors Non-Guarantors Eliminations Consolidated (in millions) Net (loss) earnings $ (20 ) $ (19 ) $ 17 $ 182 $ (145 ) $ 15 Other comprehensive income 73 73 49 68 (190 ) 73 Comprehensive income 53 54 66 250 (335 ) 88 Less: Comprehensive income attributable to noncontrolling interests — — — 35 — 35 Comprehensive income attributable to common stockholders $ 53 $ 54 $ 66 $ 215 $ (335 ) $ 53 Condensed Consolidating Statement of Operations Three months ended June 30, 2016 Parent CF Industries Subsidiary Guarantors Non-Guarantors Eliminations Consolidated (in millions) Net sales $ — $ 57 $ 940 $ 767 $ (630 ) $ 1,134 Cost of sales — 78 646 513 (630 ) 607 Gross margin — (21 ) 294 254 — 527 Selling, general and administrative expenses 1 3 33 15 — 52 Transaction costs (56 ) — 221 — — 165 Other operating—net 1 (1 ) 4 59 — 63 Total other operating costs and expenses (54 ) 2 258 74 — 280 Equity in losses of operating affiliates — — — (9 ) — (9 ) Operating earnings (loss) 54 (23 ) 36 171 — 238 Interest expense — 76 49 (44 ) (20 ) 61 Interest income — (15 ) (1 ) (5 ) 20 (1 ) Net earnings of wholly owned subsidiaries (23 ) (61 ) (178 ) — 262 — Earnings (loss) before income taxes 77 (23 ) 166 220 (262 ) 178 Income tax provision (benefit) 30 (46 ) 86 25 — 95 Net earnings 47 23 80 195 (262 ) 83 Less: Net earnings attributable to noncontrolling interest — — — 36 — 36 Net earnings attributable to common stockholders $ 47 $ 23 $ 80 $ 159 $ (262 ) $ 47 Condensed Consolidating Statement of Comprehensive Income (Loss) Three months ended June 30, 2016 Parent CF Industries Subsidiary Guarantors Non-Guarantors Eliminations Consolidated (in millions) Net earnings $ 47 $ 23 $ 80 $ 195 $ (262 ) $ 83 Other comprehensive loss (41 ) (41 ) (40 ) — 81 (41 ) Comprehensive income (loss) 6 (18 ) 40 195 (181 ) 42 Less: Comprehensive income attributable to noncontrolling interest — — — 36 — 36 Comprehensive income (loss) attributable to common stockholders $ 6 $ (18 ) $ 40 $ 159 $ (181 ) $ 6 Condensed Consolidating Statement of Operations Six months ended June 30, 2016 Parent CF Industries Subsidiary Guarantors Non-Guarantors Eliminations Consolidated (in millions) Net sales $ — $ 202 $ 1,743 $ 1,509 $ (1,316 ) $ 2,138 Cost of sales — 126 1,481 1,103 (1,316 ) 1,394 Gross margin — 76 262 406 — 744 Selling, general and administrative expenses 2 4 62 29 — 97 Transaction costs (46 ) — 224 1 — 179 Other operating—net — — 8 116 — 124 Total other operating costs and expenses (44 ) 4 294 146 — 400 Equity in losses of operating affiliates — — — (9 ) — (9 ) Operating earnings (loss) 44 72 (32 ) 251 — 335 Interest expense — 162 61 (76 ) (48 ) 99 Interest income — (32 ) (6 ) (12 ) 48 (2 ) Net earnings of wholly owned subsidiaries (55 ) (76 ) (291 ) — 422 — Other non-operating—net — — — (2 ) — (2 ) Earnings before income taxes 99 18 204 341 (422 ) 240 Income tax provision (benefit) 26 (37 ) 103 18 — 110 Net earnings 73 55 101 323 (422 ) 130 Less: Net earnings attributable to noncontrolling interest — — — 57 — 57 Net earnings attributable to common stockholders $ 73 $ 55 $ 101 $ 266 $ (422 ) $ 73 Condensed Consolidating Statement of Comprehensive Income Six months ended June 30, 2016 Parent CF Industries Subsidiary Guarantors Non-Guarantors Eliminations Consolidated (in millions) Net earnings $ 73 $ 55 $ 101 $ 323 $ (422 ) $ 130 Other comprehensive income 7 7 7 — (14 ) 7 Comprehensive income 80 62 108 323 (436 ) 137 Less: Comprehensive income attributable to noncontrolling interest — — — 57 — 57 Comprehensive income attributable to common stockholders $ 80 $ 62 $ 108 $ 266 $ (436 ) $ 80 Condensed Consolidating Balance Sheet June 30, 2017 Parent CF Industries Subsidiary Guarantors Non- Guarantors Eliminations and Reclassifications Consolidated (in millions) Assets Current assets: Cash and cash equivalents $ — $ 31 $ 1,406 $ 564 $ — $ 2,001 Restricted cash — — — 4 — 4 Accounts and notes receivable—net 12 902 1,589 311 (2,532 ) 282 Inventories — — 143 182 — 325 Prepaid income taxes — — 21 13 — 34 Other current assets — — 19 10 — 29 Total current assets 12 933 3,178 1,084 (2,532 ) 2,675 Property, plant and equipment—net — — 125 9,316 — 9,441 Deferred income taxes — 22 — — (22 ) — Investments in affiliates 3,765 9,464 6,629 120 (19,858 ) 120 Due from affiliates 571 — — — (571 ) — Goodwill — — 2,063 297 — 2,360 Other assets — 82 96 404 (242 ) 340 Total assets $ 4,348 $ 10,501 $ 12,091 $ 11,221 $ (23,225 ) $ 14,936 Liabilities and Equity Current liabilities: Accounts and notes payable and accrued expenses $ 1,078 $ 369 $ 1,197 $ 504 $ (2,532 ) $ 616 Customer advances — — 5 — — 5 Current portion of long-term debt — 797 — — — 797 Other current liabilities — — 20 3 — 23 Total current liabilities 1,078 1,166 1,222 507 (2,532 ) 1,441 Long-term debt — 4,986 169 73 (242 ) 4,986 Deferred income taxes — — 1,479 175 (22 ) 1,632 Due to affiliates — 571 — — (571 ) — Other liabilities — 15 256 216 — 487 Equity: Stockholders' equity: Preferred stock — — — — — — Common stock 2 — — 4,921 (4,921 ) 2 Paid-in capital 1,388 (13 ) 9,505 1,783 (11,275 ) 1,388 Retained earnings 2,205 4,101 (310 ) 701 (4,492 ) 2,205 Treasury stock — — — — — — Accumulated other comprehensive loss (325 ) (325 ) (222 ) (283 ) 830 (325 ) Total stockholders' equity 3,270 3,763 8,973 7,122 (19,858 ) 3,270 Noncontrolling interests — — (8 ) 3,128 — 3,120 Total equity 3,270 3,763 8,965 10,250 (19,858 ) 6,390 Total liabilities and equity $ 4,348 $ 10,501 $ 12,091 $ 11,221 $ (23,225 ) $ 14,936 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 Condensed Consolidating Statement of Cash Flows Six months ended June 30, 2017 Parent CF Industries Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (in millions) Operating Activities: Net (loss) earnings $ (20 ) $ (19 ) $ 17 $ 182 $ (145 ) $ 15 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: Depreciation and amortization — 6 11 405 — 422 Deferred income taxes — — (9 ) 1 — (8 ) Stock-based compensation expense 8 — — — — 8 Unrealized net loss on natural gas and foreign currency derivatives — — 60 11 — 71 Unrealized loss on embedded derivative — — 3 — — 3 Loss on disposal of property, plant and equipment — — — 1 — 1 Undistributed (earnings) loss of affiliates—net 19 (23 ) (141 ) 6 145 6 Changes in: Intercompany accounts receivable/accounts payable—net (7 ) (56 ) 119 (56 ) — — Accounts receivable—net — (9 ) (19 ) (7 ) — (35 ) Inventories — — 15 (5 ) — 10 Accrued and prepaid income taxes — (23 ) 840 (11 ) — 806 Accounts and notes payable and accrued expenses — 12 2 (26 ) — (12 ) Customer advances — — (37 ) — — (37 ) Other—net — (3 ) (46 ) (14 ) — (63 ) Net cash (used in) provided by operating activities — (115 ) 815 487 — 1,187 Investing Activities: Additions to property, plant and equipment — — (5 ) (180 ) — (185 ) Proceeds from sale of property, plant and equipment — — — 12 — 12 Distributions received from unconsolidated affiliates — — — 6 — 6 Proceeds from sale of auction rate securities — 9 — — — 9 Withdrawals from restricted cash funds — — — 1 — 1 Net cash used in investing activities — 9 (5 ) (161 ) — (157 ) Financing Activities: Long-term debt—net — (126 ) 129 (3 ) — — Short-term debt—net 140 227 (449 ) 82 — — Dividends paid on common stock (140 ) — — (38 ) 38 (140 ) Dividends to/from affiliates — — 38 — (38 ) — Distributions to noncontrolling interests — — — (59 ) — (59 ) Net cash provided by (used in) financing activities — 101 (282 ) (18 ) — (199 ) Effect of exchange rate changes on cash and cash equivalents — — — 6 — 6 (Decrease) increase in cash and cash equivalents — (5 ) 528 314 — 837 Cash and cash equivalents at beginning of period — 36 878 250 — 1,164 Cash and cash equivalents at end of period $ — $ 31 $ 1,406 $ 564 $ — $ 2,001 Condensed Consolidating Statement of Cash Flows Six months ended June 30, 2016 Parent CF Industries Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (in millions) Operating Activities: Net earnings $ 73 $ 55 $ 101 $ 323 $ (422 ) $ 130 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: Depreciation and amortization — (1 ) 44 284 — 327 Deferred income taxes — 19 852 4 — 875 Stock-based compensation expense 9 — — — — 9 Unrealized net gain on natural gas and foreign currency derivatives — — (165 ) (24 ) — (189 ) Loss on disposal of property, plant and equipment — — — 4 — 4 Undistributed (earnings) losses of affiliates—net (55 ) (77 ) (292 ) 3 422 1 Changes in: Intercompany accounts receivable/accounts payable—net 1 92 204 (297 ) — — Accounts receivable—net — 39 (20 ) 5 — 24 Inventories — — 47 34 — 81 Accrued and prepaid income taxes — — (674 ) 1 — (673 ) Accounts and notes payable and accrued expenses (9 ) (58 ) (2 ) 2 — (67 ) Customer advances — — (149 ) — — (149 ) Other—net — — 4 69 — 73 Net cash provided by (used in) operating activities 19 69 (50 ) 408 — 446 Investing Activities: Additions to property, plant and equipment — — (11 ) (1,368 ) — (1,379 ) Proceeds from sale of property, plant and equipment — — — 2 — 2 Withdrawals from restricted cash funds — — — 16 — 16 Other—net — — (400 ) 3 400 3 Net cash used in investing activities — — (411 ) (1,347 ) 400 (1,358 ) Financing Activities: Short-term debt—net (17 ) (61 ) (172 ) 250 — — Proceeds from short-term debt — 150 — — — 150 Payments on short-term debt — (150 ) — — — (150 ) Financing fees — (5 ) — — — (5 ) Dividends paid on common stock (140 ) (140 ) (140 ) (109 ) 389 (140 ) Dividends to/from affiliates 140 140 109 — (389 ) — Issuance of noncontrolling interest in CFN — — — 2,800 — 2,800 Distributions to noncontrolling interest — — — (20 ) — (20 ) Distribution received for CHS strategic venture — — 2,000 (2,000 ) — — Other—net — — — 400 (400 ) — Net cash (used in) provided by financing activities (17 ) (66 ) 1,797 1,321 (400 ) 2,635 Effect of exchange rate changes on cash and cash equivalents — — — (1 ) — (1 ) Increase in cash and cash equivalents 2 3 1,336 381 — 1,722 Cash and cash equivalents at beginning of period 1 — 121 164 — 286 Cash and cash equivalents at end of period $ 3 $ 3 $ 1,457 $ 545 $ — $ 2,008 |