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 nine months ended September 30, 2018 and 2017 , condensed consolidating statements of cash flows for Parent, CF Industries, the Subsidiary Guarantors and the Non-Guarantors for the nine months ended September 30, 2018 and 2017 , and condensed consolidating balance sheets for Parent, CF Industries, the Subsidiary Guarantors and the Non-Guarantors as of September 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 September 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-Guarantors 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 September 30, 2018 Parent CF Industries Subsidiary Guarantors Non-Guarantors Eliminations Consolidated (in millions) Net sales $ — $ 69 $ 788 $ 885 $ (702 ) $ 1,040 Cost of sales — 56 763 750 (702 ) 867 Gross margin — 13 25 135 — 173 Selling, general and administrative expenses 2 (2 ) 37 16 — 53 Other operating—net — (4 ) 2 (9 ) — (11 ) Total other operating costs and expenses 2 (6 ) 39 7 — 42 Equity in earnings of operating affiliates — — — 5 — 5 Operating (loss) earnings (2 ) 19 (14 ) 133 — 136 Interest expense — 60 3 1 (5 ) 59 Interest income (1 ) (1 ) (2 ) (5 ) 5 (4 ) Net earnings of wholly owned subsidiaries (31 ) (63 ) (99 ) — 193 — Other non-operating—net — — (1 ) (1 ) — (2 ) Earnings before income taxes 30 23 85 138 (193 ) 83 Income tax (benefit) provision — (8 ) 20 — — 12 Net earnings 30 31 65 138 (193 ) 71 Less: Net earnings attributable to noncontrolling interests — — — 41 — 41 Net earnings attributable to common stockholders $ 30 $ 31 $ 65 $ 97 $ (193 ) $ 30 Condensed Consolidating Statement of Comprehensive Income Three months ended September 30, 2018 Parent CF Industries Subsidiary Guarantors Non-Guarantors Eliminations Consolidated (in millions) Net earnings $ 30 $ 31 $ 65 $ 138 $ (193 ) $ 71 Other comprehensive income (loss) 1 1 4 (1 ) (4 ) 1 Comprehensive income 31 32 69 137 (197 ) 72 Less: Comprehensive income attributable to noncontrolling interests — — — 41 — 41 Comprehensive income attributable to common stockholders $ 31 $ 32 $ 69 $ 96 $ (197 ) $ 31 Condensed Consolidating Statement of Operations Nine months ended September 30, 2018 Parent CF Industries Subsidiary Guarantors Non-Guarantors Eliminations Consolidated (in millions) Net sales $ — $ 259 $ 2,563 $ 2,688 $ (2,213 ) $ 3,297 Cost of sales — 215 2,401 2,211 (2,205 ) 2,622 Gross margin — 44 162 477 (8 ) 675 Selling, general and administrative expenses 3 1 109 58 (8 ) 163 Other operating—net — (12 ) — (17 ) — (29 ) Total other operating costs and expenses 3 (11 ) 109 41 (8 ) 134 Equity in earnings of operating affiliates — 2 — 28 — 30 Operating (loss) earnings (3 ) 57 53 464 — 571 Interest expense — 183 13 4 (20 ) 180 Interest income (2 ) (4 ) (7 ) (16 ) 20 (9 ) Net earnings of wholly owned subsidiaries (242 ) (338 ) (373 ) — 953 — Other non-operating—net — — (1 ) (5 ) — (6 ) Earnings before income taxes 241 216 421 481 (953 ) 406 Income tax (benefit) provision — (26 ) 93 6 — 73 Net earnings 241 242 328 475 (953 ) 333 Less: Net earnings attributable to noncontrolling interests — — — 92 — 92 Net earnings attributable to common stockholders $ 241 $ 242 $ 328 $ 383 $ (953 ) $ 241 Condensed Consolidating Statement of Comprehensive Income Nine months ended September 30, 2018 Parent CF Industries Subsidiary Guarantors Non-Guarantors Eliminations Consolidated (in millions) Net earnings $ 241 $ 242 $ 328 $ 475 $ (953 ) $ 333 Other comprehensive loss (45 ) (45 ) (30 ) (48 ) 124 (44 ) Comprehensive income 196 197 298 427 (829 ) 289 Less: Comprehensive income attributable to noncontrolling interests — — — 92 — 92 Comprehensive income attributable to common stockholders $ 196 $ 197 $ 298 $ 335 $ (829 ) $ 197 Condensed Consolidating Statement of Operations Three months ended September 30, 2017 Parent CF Industries Subsidiary Guarantors Non-Guarantors Eliminations Consolidated (in millions) Net sales $ — $ 105 $ 661 $ 770 $ (666 ) $ 870 Cost of sales — 62 723 740 (666 ) 859 Gross margin — 43 (62 ) 30 — 11 Selling, general and administrative expenses 1 (2 ) 28 18 — 45 Other operating—net — (6 ) 3 1 — (2 ) Total other operating costs and expenses 1 (8 ) 31 19 — 43 Equity in losses of operating affiliates — — — (5 ) — (5 ) Operating (loss) earnings (1 ) 51 (93 ) 6 — (37 ) Interest expense — 80 11 1 (11 ) 81 Interest income — (8 ) (5 ) (3 ) 11 (5 ) Net loss of wholly owned subsidiaries 86 73 13 — (172 ) — Other non-operating—net — — 2 — — 2 (Loss) earnings before income taxes (87 ) (94 ) (114 ) 8 172 (115 ) Income tax (benefit) provision — (8 ) (44 ) 5 — (47 ) Net (loss) earnings (87 ) (86 ) (70 ) 3 172 (68 ) Less: Net earnings attributable to noncontrolling interests — — — 19 — 19 Net loss attributable to common stockholders $ (87 ) $ (86 ) $ (70 ) $ (16 ) $ 172 $ (87 ) Condensed Consolidating Statement of Comprehensive (Loss) Income Three months ended September 30, 2017 Parent CF Industries Subsidiary Guarantors Non-Guarantors Eliminations Consolidated (in millions) Net (loss) earnings $ (87 ) $ (86 ) $ (70 ) $ 3 $ 172 $ (68 ) Other comprehensive income 50 49 36 49 (134 ) 50 Comprehensive (loss) income (37 ) (37 ) (34 ) 52 38 (18 ) Less: Comprehensive income attributable to noncontrolling interests — — — 19 — 19 Comprehensive (loss) income attributable to common stockholders $ (37 ) $ (37 ) $ (34 ) $ 33 $ 38 $ (37 ) Condensed Consolidating Statement of Operations Nine months ended September 30, 2017 Parent CF Industries Subsidiary Guarantors Non-Guarantors Eliminations Consolidated (in millions) Net sales $ — $ 306 $ 2,386 $ 2,499 $ (2,160 ) $ 3,031 Cost of sales — 184 2,484 2,232 (2,160 ) 2,740 Gross margin — 122 (98 ) 267 — 291 Selling, general and administrative expenses 3 3 83 51 — 140 Other operating—net — (8 ) 5 17 — 14 Total other operating costs and expenses 3 (5 ) 88 68 — 154 Equity in losses of operating affiliates — — — (8 ) — (8 ) Operating (loss) earnings (3 ) 127 (186 ) 191 — 129 Interest expense — 241 31 4 (35 ) 241 Interest income — (27 ) (7 ) (9 ) 35 (8 ) Net loss (earnings) of wholly owned subsidiaries 105 49 (127 ) — (27 ) — Other non-operating—net — — 4 — — 4 (Loss) earnings before income taxes (108 ) (136 ) (87 ) 196 27 (108 ) Income tax (benefit) provision (1 ) (31 ) (34 ) 11 — (55 ) Net (loss) earnings (107 ) (105 ) (53 ) 185 27 (53 ) Less: Net earnings attributable to noncontrolling interests — — — 54 — 54 Net (loss) earnings attributable to common stockholders $ (107 ) $ (105 ) $ (53 ) $ 131 $ 27 $ (107 ) Condensed Consolidating Statement of Comprehensive Income Nine months ended September 30, 2017 Parent CF Industries Subsidiary Guarantors Non-Guarantors Eliminations Consolidated (in millions) Net (loss) earnings $ (107 ) $ (105 ) $ (53 ) $ 185 $ 27 $ (53 ) Other comprehensive income 123 122 85 117 (324 ) 123 Comprehensive income 16 17 32 302 (297 ) 70 Less: Comprehensive income attributable to noncontrolling interests — — — 54 — 54 Comprehensive income attributable to common stockholders $ 16 $ 17 $ 32 $ 248 $ (297 ) $ 16 Condensed Consolidating Balance Sheet September 30, 2018 Parent CF Industries Subsidiary Guarantors Non- Guarantors Eliminations and Reclassifications Consolidated (in millions) Assets Current assets: Cash and cash equivalents $ 53 $ 42 $ 459 $ 468 $ — $ 1,022 Accounts and notes receivable—net 136 478 1,158 726 (2,225 ) 273 Inventories — — 119 145 — 264 Prepaid income taxes — — 13 4 — 17 Other current assets — — 13 8 — 21 Total current assets 189 520 1,762 1,351 (2,225 ) 1,597 Property, plant and equipment—net — — 120 8,652 — 8,772 Deferred income taxes — 1 — — (1 ) — Investments in affiliates 4,087 8,480 6,681 96 (19,248 ) 96 Goodwill — — 2,064 297 — 2,361 Other assets — 83 45 322 (120 ) 330 Total assets $ 4,276 $ 9,084 $ 10,672 $ 10,718 $ (21,594 ) $ 13,156 Liabilities and Equity Current liabilities: Accounts and notes payable and accrued expenses $ 840 $ 285 $ 1,227 $ 340 $ (2,225 ) $ 467 Customer advances — — 313 — — 313 Other current liabilities — — 8 — — 8 Total current liabilities 840 285 1,548 340 (2,225 ) 788 Long-term debt — 4,697 42 78 (120 ) 4,697 Deferred income taxes — — 918 170 (1 ) 1,087 Other liabilities — 15 236 170 — 421 Equity: Stockholders’ equity: Preferred stock — — — — — — Common stock 2 — — 5,248 (5,248 ) 2 Paid-in capital 1,360 1,799 9,250 1,268 (12,317 ) 1,360 Retained earnings 2,474 2,596 (1,104 ) 978 (2,470 ) 2,474 Treasury stock (92 ) — — — — (92 ) Accumulated other comprehensive loss (308 ) (308 ) (210 ) (269 ) 787 (308 ) Total stockholders’ equity 3,436 4,087 7,936 7,225 (19,248 ) 3,436 Noncontrolling interests — — (8 ) 2,735 — 2,727 Total equity 3,436 4,087 7,928 9,960 (19,248 ) 6,163 Total liabilities and equity $ 4,276 $ 9,084 $ 10,672 $ 10,718 $ (21,594 ) $ 13,156 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 Nine months ended September 30, 2018 Parent CF Industries Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (in millions) Operating Activities: Net earnings $ 241 $ 242 $ 328 $ 475 $ (953 ) $ 333 Adjustments to reconcile net earnings to net cash (used in) provided by operating activities: Depreciation and amortization — 6 17 644 — 667 Deferred income taxes — — 41 (4 ) — 37 Stock-based compensation expense 16 — — 1 — 17 Unrealized net gain on natural gas derivatives — — (7 ) (4 ) — (11 ) Unrealized loss on embedded derivative — — 2 — — 2 Gain on disposal of property, plant and equipment — — — (1 ) — (1 ) Undistributed earnings of affiliates—net (242 ) (338 ) (373 ) (5 ) 953 (5 ) Changes in: Intercompany accounts receivable/accounts payable—net (17 ) (89 ) 97 9 — — Accounts receivable—net — (6 ) 48 (11 ) — 31 Inventories — 4 (14 ) 7 — (3 ) Accrued and prepaid income taxes — (26 ) 47 (8 ) — 13 Accounts and notes payable and accrued expenses — (1 ) (7 ) (18 ) — (26 ) Customer advances — — 224 — — 224 Other—net — — (1 ) (34 ) — (35 ) Net cash (used in) provided by operating activities (2 ) (208 ) 402 1,051 — 1,243 Investing Activities: Additions to property, plant and equipment — — (11 ) (267 ) — (278 ) Proceeds from sale of property, plant and equipment — — — 19 — 19 Distributions received from unconsolidated affiliates — 200 306 (496 ) — 10 Insurance proceeds — — — 10 — 10 Investments in consolidated subsidiaries - capital contributions — (31 ) (415 ) 446 — — Other—net — — — 1 — 1 Net cash provided by (used in) investing activities — 169 (120 ) (287 ) — (238 ) Financing Activities: Long-term debt—net — — 178 (178 ) — — Short-term debt—net 233 175 (438 ) 30 — — Financing fees — 1 — — — 1 Dividends paid on common stock (210 ) (110 ) — (49 ) 159 (210 ) Dividends to/from affiliates 110 — 49 — (159 ) — Acquisition of noncontrolling interests in TNCLP — — — (388 ) — (388 ) Distributions to noncontrolling interests — — — (139 ) — (139 ) Purchases of treasury stock (87 ) — — — — (87 ) Issuances of common stock under employee stock plans 10 — — — — 10 Shares withheld for taxes (1 ) — — — — (1 ) Net cash provided by (used in) financing activities 55 66 (211 ) (724 ) — (814 ) Effect of exchange rate changes on cash and cash equivalents — — — (4 ) — (4 ) Increase in cash and cash equivalents 53 27 71 36 — 187 Cash and cash equivalents at beginning of period — 15 388 432 — 835 Cash and cash equivalents at end of period $ 53 $ 42 $ 459 $ 468 $ — $ 1,022 Condensed Consolidating Statement of Cash Flows Nine months ended September 30, 2017 Parent CF Industries Subsidiary Guarantors Non- Guarantors Eliminations Consolidated (in millions) Operating Activities: Net (loss) earnings $ (107 ) $ (105 ) $ (53 ) $ 185 $ 27 $ (53 ) Adjustments to reconcile net (loss) earnings to net cash (used in) provided by operating activities: Depreciation and amortization — 10 16 622 — 648 Deferred income taxes — — (44 ) (10 ) — (54 ) Stock-based compensation expense 13 — — — — 13 Unrealized net loss on natural gas derivatives — — 54 10 — 64 Unrealized loss on embedded derivative — — 4 — — 4 Loss on disposal of property, plant and equipment — — — 3 — 3 Undistributed losses (earnings) of affiliates—net 105 48 (126 ) 7 (27 ) 7 Changes in: Intercompany accounts receivable/accounts payable—net (10 ) (91 ) 92 9 — — Accounts receivable—net — (8 ) (23 ) 2 — (29 ) Inventories — — 1 11 — 12 Accrued and prepaid income taxes (1 ) (30 ) 832 3 — 804 Accounts and notes payable and accrued expenses — 37 (4 ) (28 ) — 5 Customer advances — — 51 — — 51 Other—net — (5 ) (46 ) (23 ) — (74 ) Net cash (used in) provided by operating activities — (144 ) 754 791 — 1,401 Investing Activities: Additions to property, plant and equipment — — (7 ) (283 ) — (290 ) Proceeds from sale of property, plant and equipment — — — 13 — 13 Distributions received from unconsolidated affiliates — — 179 (167 ) — 12 Proceeds from sale of auction rate securities — 9 — — — 9 Net cash provided by (used in) investing activities — 9 172 (437 ) — (256 ) Financing Activities: Long-term debt—net — (126 ) 215 (89 ) — — Short-term debt—net 209 258 (473 ) 6 — — Financing fees — (1 ) — — — (1 ) Dividends paid on common stock (210 ) — — (73 ) 73 (210 ) Dividends to/from affiliates — — 73 — (73 ) — Distributions to noncontrolling interests — — — (125 ) — (125 ) Issuances of common stock under employee stock plans 1 — — — — 1 Net cash provided by (used in) financing activities — 131 (185 ) (281 ) — (335 ) Effect of exchange rate changes on cash and cash equivalents — — — 13 — 13 (Decrease) increase in cash, cash equivalents and restricted cash — (4 ) 741 86 — 823 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 $ — $ 32 $ 1,619 $ 341 $ — $ 1,992 |