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 2020, 2023, 2034, 2043 and 2044 (described in Note 12—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, CFS and CF USA (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 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 2020. The Subsidiary Guarantors became guarantors of the Public Senior Notes as a result of this requirement. 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 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 and the Subsidiary Guarantors 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, 2018 and 2017 , condensed consolidating statements of cash flows for Parent, CF Industries, the Subsidiary Guarantors and the Non-Guarantors for the six months ended June 30, 2018 and 2017 , and condensed consolidating balance sheets for Parent, CF Industries, the Subsidiary Guarantors and the Non-Guarantors as of June 30, 2018 and December 31, 2017 . 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. As of June 30, 2018 , 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, 2018 Parent CF Industries Subsidiary Guarantors Non-Guarantors Eliminations Consolidated (in millions) Net sales $ — $ 85 $ 1,063 $ 918 $ (766 ) $ 1,300 Cost of sales — 69 922 761 (764 ) 988 Gross margin — 16 141 157 (2 ) 312 Selling, general and administrative expenses — 2 33 20 (2 ) 53 Other operating—net — 5 1 (3 ) — 3 Total other operating costs and expenses — 7 34 17 (2 ) 56 Equity in (losses) earnings of operating affiliates — (1 ) — 19 — 18 Operating earnings — 8 107 159 — 274 Interest expense — 61 6 2 (8 ) 61 Interest income — (1 ) (2 ) (7 ) 8 (2 ) Net earnings of wholly owned subsidiaries (148 ) (188 ) (139 ) — 475 — Other non-operating—net — — — (3 ) — (3 ) Earnings before income taxes 148 136 242 167 (475 ) 218 Income tax (benefit) provision — (12 ) 56 — — 44 Net earnings 148 148 186 167 (475 ) 174 Less: Net earnings attributable to noncontrolling interests — — — 26 — 26 Net earnings attributable to common stockholders $ 148 $ 148 $ 186 $ 141 $ (475 ) $ 148 Condensed Consolidating Statement of Comprehensive Income Three months ended June 30, 2018 Parent CF Industries Subsidiary Guarantors Non-Guarantors Eliminations Consolidated (in millions) Net earnings $ 148 $ 148 $ 186 $ 167 $ (475 ) $ 174 Other comprehensive loss (61 ) (61 ) (35 ) (62 ) 158 (61 ) Comprehensive income 87 87 151 105 (317 ) 113 Less: Comprehensive income attributable to noncontrolling interests — — — 26 — 26 Comprehensive income attributable to common stockholders $ 87 $ 87 $ 151 $ 79 $ (317 ) $ 87 Condensed Consolidating Statement of Operations Six months ended June 30, 2018 Parent CF Industries Subsidiary Guarantors Non-Guarantors Eliminations Consolidated (in millions) Net sales $ — $ 190 $ 1,775 $ 1,803 $ (1,511 ) $ 2,257 Cost of sales — 159 1,638 1,461 (1,503 ) 1,755 Gross margin — 31 137 342 (8 ) 502 Selling, general and administrative expenses 1 3 72 42 (8 ) 110 Other operating—net — (8 ) (2 ) (8 ) — (18 ) Total other operating costs and expenses 1 (5 ) 70 34 (8 ) 92 Equity in earnings of operating affiliates — 2 — 23 — 25 Operating (loss) earnings (1 ) 38 67 331 — 435 Interest expense — 123 10 3 (15 ) 121 Interest income (1 ) (3 ) (5 ) (11 ) 15 (5 ) Net earnings of wholly owned subsidiaries (211 ) (275 ) (274 ) — 760 — Other non-operating—net — — — (4 ) — (4 ) Earnings before income taxes 211 193 336 343 (760 ) 323 Income tax (benefit) provision — (18 ) 73 6 — 61 Net earnings 211 211 263 337 (760 ) 262 Less: Net earnings attributable to noncontrolling interests — — — 51 — 51 Net earnings attributable to common stockholders $ 211 $ 211 $ 263 $ 286 $ (760 ) $ 211 Condensed Consolidating Statement of Comprehensive Income Six months ended June 30, 2018 Parent CF Industries Subsidiary Guarantors Non-Guarantors Eliminations Consolidated (in millions) Net earnings $ 211 $ 211 $ 263 $ 337 $ (760 ) $ 262 Other comprehensive loss (46 ) (46 ) (34 ) (47 ) 128 (45 ) Comprehensive income 165 165 229 290 (632 ) 217 Less: Comprehensive income attributable to noncontrolling interests — — — 51 — 51 Comprehensive income attributable to common stockholders $ 165 $ 165 $ 229 $ 239 $ (632 ) $ 166 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 — 71 869 734 (723 ) 951 Gross margin — 40 34 99 — 173 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 6 66 — 108 Interest expense — 80 9 2 (11 ) 80 Interest income — (8 ) (1 ) (4 ) 11 (2 ) Net earnings of wholly owned subsidiaries (4 ) (27 ) (42 ) — 73 — Other non-operating—net — — 1 — — 1 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 1,761 1,492 (1,494 ) 1,881 Gross margin — 79 (36 ) 237 — 280 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 (93 ) 185 — 166 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 — Other non-operating—net — — 2 — — 2 (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 Balance Sheet June 30, 2018 Parent CF Industries Subsidiary Guarantors Non- Guarantors Eliminations and Reclassifications Consolidated (in millions) Assets Current assets: Cash and cash equivalents $ — $ 3 $ 129 $ 596 $ — $ 728 Accounts and notes receivable—net 227 471 1,261 753 (2,374 ) 338 Inventories — — 100 157 — 257 Prepaid income taxes — — — 1 — 1 Other current assets — — 16 8 — 24 Total current assets 227 474 1,506 1,515 (2,374 ) 1,348 Property, plant and equipment—net — — 119 8,722 — 8,841 Deferred income taxes — 4 — — (4 ) — Investments in affiliates 4,166 8,617 7,182 95 (19,966 ) 94 Goodwill — — 2,064 300 — 2,364 Other assets — 84 60 658 (462 ) 340 Total assets $ 4,393 $ 9,179 $ 10,931 $ 11,290 $ (22,806 ) $ 12,987 Liabilities and Equity Current liabilities: Accounts and notes payable and accrued expenses $ 837 $ 303 $ 1,305 $ 358 $ (2,374 ) $ 429 Income taxes payable — — 18 5 — 23 Customer advances — — 21 — — 21 Other current liabilities — — 9 — — 9 Total current liabilities 837 303 1,353 363 (2,374 ) 482 Long-term debt — 4,695 383 79 (462 ) 4,695 Deferred income taxes — — 892 163 (4 ) 1,051 Other liabilities — 15 242 180 — 437 Equity: Stockholders’ equity: Preferred stock — — — — — — Common stock 2 — — 5,463 (5,463 ) 2 Paid-in capital 1,349 1,799 9,450 1,566 (12,815 ) 1,349 Retained earnings 2,514 2,676 (1,167 ) 970 (2,479 ) 2,514 Treasury stock — — — — — — Accumulated other comprehensive loss (309 ) (309 ) (214 ) (268 ) 791 (309 ) Total stockholders’ equity 3,556 4,166 8,069 7,731 (19,966 ) 3,556 Noncontrolling interests — — (8 ) 2,774 — 2,766 Total equity 3,556 4,166 8,061 10,505 (19,966 ) 6,322 Total liabilities and equity $ 4,393 $ 9,179 $ 10,931 $ 11,290 $ (22,806 ) $ 12,987 Condensed Consolidating Balance Sheet December 31, 2017 Parent CF Industries Subsidiary Guarantors Non- Guarantors Eliminations and Reclassifications Consolidated (in millions) Assets Current assets: Cash and cash equivalents $ — $ 15 $ 388 $ 432 $ — $ 835 Accounts and notes receivable—net 743 1,553 2,670 768 (5,427 ) 307 Inventories — 4 104 167 — 275 Prepaid income taxes — — 33 — — 33 Other current assets — — 10 5 — 15 Total current assets 743 1,572 3,205 1,372 (5,427 ) 1,465 Property, plant and equipment—net — — 123 9,052 — 9,175 Deferred income taxes — 8 — — (8 ) — Investments in affiliates 4,055 8,411 6,490 108 (18,956 ) 108 Goodwill — — 2,063 308 — 2,371 Other assets — 85 82 453 (276 ) 344 Total assets $ 4,798 $ 10,076 $ 11,963 $ 11,293 $ (24,667 ) $ 13,463 Liabilities and Equity Current liabilities: Accounts and notes payable and accrued expenses $ 1,219 $ 1,314 $ 2,658 $ 708 $ (5,427 ) $ 472 Income taxes payable — — — 2 — 2 Customer advances — — 89 — — 89 Other current liabilities — — 14 3 — 17 Total current liabilities 1,219 1,314 2,761 713 (5,427 ) 580 Long-term debt — 4,692 198 78 (276 ) 4,692 Deferred income taxes — — 876 179 (8 ) 1,047 Other liabilities — 16 243 201 — 460 Equity: Stockholders’ equity: Preferred stock — — — — — — Common stock 2 — — 4,738 (4,738 ) 2 Paid-in capital 1,397 1,854 9,505 1,783 (13,142 ) 1,397 Retained earnings 2,443 2,463 (1,432 ) 709 (1,740 ) 2,443 Treasury stock — — — — — — Accumulated other comprehensive loss (263 ) (263 ) (180 ) (221 ) 664 (263 ) Total stockholders’ equity 3,579 4,054 7,893 7,009 (18,956 ) 3,579 Noncontrolling interests — — (8 ) 3,113 — 3,105 Total equity 3,579 4,054 7,885 10,122 (18,956 ) 6,684 Total liabilities and equity $ 4,798 $ 10,076 $ 11,963 $ 11,293 $ (24,667 ) $ 13,463 Condensed Consolidating Statement of Cash Flows Six months ended June 30, 2018 Parent CF Industries Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (in millions) Operating Activities: Net earnings $ 211 $ 211 $ 263 $ 337 $ (760 ) $ 262 Adjustments to reconcile net earnings to net cash (used in) provided by operating activities: Depreciation and amortization — 4 11 419 — 434 Deferred income taxes — — 12 (10 ) — 2 Stock-based compensation expense 11 — — — — 11 Unrealized net gain on natural gas derivatives — — (5 ) (3 ) — (8 ) Unrealized loss on embedded derivative — — 1 — — 1 Undistributed earnings of affiliates—net (211 ) (275 ) (274 ) (3 ) 760 (3 ) Changes in: Intercompany accounts receivable/accounts payable—net (15 ) (84 ) 124 (25 ) — — Accounts receivable—net — (16 ) (20 ) 2 — (34 ) Inventories — 4 4 13 — 21 Accrued and prepaid income taxes — (18 ) 69 1 — 52 Accounts and notes payable and accrued expenses — (9 ) (1 ) (36 ) — (46 ) Customer advances — — (68 ) — — (68 ) Other—net — (1 ) 4 (29 ) — (26 ) Net cash (used in) provided by operating activities (4 ) (184 ) 120 666 — 598 Investing Activities: Additions to property, plant and equipment — — (4 ) (141 ) — (145 ) Proceeds from sale of property, plant and equipment — — — 16 — 16 Distributions received from unconsolidated affiliates — — 184 (174 ) — 10 Investments in consolidated subsidiaries - capital contributions — (31 ) (415 ) 446 — — Other—net — — — 1 — 1 Net cash (used in) provided by investing activities — (31 ) (235 ) 148 — (118 ) Financing Activities: Long-term debt—net — — 178 (178 ) — — Short-term debt—net 141 202 (371 ) 28 — — Financing fees — 1 — — — 1 Dividends paid on common stock (140 ) — — (49 ) 49 (140 ) Dividends to/from affiliates — — 49 — (49 ) — Acquisition of noncontrolling interests in TNCLP — — — (388 ) — (388 ) Distributions to noncontrolling interests — — — (59 ) — (59 ) Issuances of common stock under employee stock plans 4 — — — — 4 Shares withheld for taxes (1 ) — — — — (1 ) Net cash provided by (used in) financing activities 4 203 (144 ) (646 ) — (583 ) Effect of exchange rate changes on cash and cash equivalents — — — (4 ) — (4 ) (Decrease) increase in cash and cash equivalents — (12 ) (259 ) 164 — (107 ) Cash and cash equivalents at beginning of period — 15 388 432 — 835 Cash and cash equivalents at end of period $ — $ 3 $ 129 $ 596 $ — $ 728 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 (loss) earnings to net cash (used in) provided by 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 derivatives — — 60 11 — 71 Unrealized loss on embedded derivative — — 3 — — 3 Loss on disposal of property, plant and equipment — — — 1 — 1 Undistributed losses (earnings) 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 Net cash provided by (used in) investing activities — 9 (5 ) (162 ) — (158 ) 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, cash equivalents and restricted cash — (5 ) 528 313 — 836 Cash, cash equivalents and restricted cash at beginning of period — 36 878 255 — 1,169 Cash, cash equivalents and restricted cash at end of period $ — $ 31 $ 1,406 $ 568 $ — $ 2,005 |