10-Q

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TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2013
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                               to
Commission file number 001-32597

CF INDUSTRIES HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	20-2697511 (I.R.S. Employer Identification No.)
4 Parkway North, Suite 400 Deerfield, Illinois (Address of principal executive offices)	60015 (Zip Code)
(847) 405-2400 (Registrant's telephone number, including area code)

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

        57,282,623 shares of the registrant's common stock, $0.01 par value per share, were outstanding at July 31, 2013.

CF INDUSTRIES HOLDINGS, INC.

TABLE OF CONTENTS

PART I.	Financial Information
	Item 1.	Financial Statements (unaudited)
		Consolidated Statements of Operations	1
		Consolidated Statements of Comprehensive Income	2
		Consolidated Balance Sheets	3
		Consolidated Statements of Equity	4
		Consolidated Statements of Cash Flows	5
		Notes to Unaudited Consolidated Financial Statements	6
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	45
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	71
	Item 4.	Controls and Procedures	72
PART II.	Other Information
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	73
	Item 4.	Mine Safety Disclosures	73
	Item 6.	Exhibits	73

CF INDUSTRIES HOLDINGS, INC.

PART I—FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS.

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
	(in millions, except per share amounts)
Net sales	$	1,714.9		$	1,735.6		$	3,051.4		$	3,263.2
Cost of sales		849.7			692.3			1,511.1			1,508.1
Gross margin		865.2			1,043.3			1,540.3			1,755.1
Selling, general and administrative expenses		44.5			41.3			88.8			75.1
Other operating—net		(3.5	)		10.8			11.1			33.1
Total other operating costs and expenses		41.0			52.1			99.9			108.2
Equity in earnings of operating affiliates		9.5			13.8			21.1			29.3
Operating earnings		833.7			1,005.0			1,461.5			1,676.2
Interest expense		32.3			45.3			71.4			76.2
Interest income		(1.0	)		—			(3.1	)		(0.4	)
Other non-operating—net		(0.3	)		(0.6	)		54.4			(0.7	)
Earnings before income taxes and equity in (losses) earnings of non-operating affiliates		802.7			960.3			1,338.8			1,601.1
Income tax provision		282.9			309.2			390.3			516.0
Equity in (losses) earnings of non-operating affiliates—net of taxes		(1.7	)		27.2			(1.0	)		24.9
Net earnings		518.1			678.3			947.5			1,110.0
Less: Net earnings attributable to noncontrolling interest		19.9			72.0			42.8			135.3
Net earnings attributable to common stockholders	$	498.2		$	606.3		$	904.7		$	974.7
Net earnings per share attributable to common stockholders:
Basic	$	8.43		$	9.42		$	14.91		$	15.01
Diluted	$	8.38		$	9.31		$	14.80		$	14.81
Weighted average common shares outstanding:
Basic		59.1			64.3			60.7			64.9
Diluted		59.5			65.2			61.1			65.8
Dividends declared per common share	$	0.40		$	0.40		$	0.80		$	0.80

See Accompanying Notes to Unaudited Consolidated Financial Statements.

1

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
	(in millions)
Net earnings	$	518.1		$	678.3		$	947.5		$	1,110.0
Other comprehensive income:
Foreign currency translation adjustment—net of taxes		(11.5	)		(5.5	)		(68.2	)		20.6
Unrealized gain (loss) on hedging derivatives—net of taxes		3.6			—			(4.2	)		—
Unrealized gain (loss) on securities—net of taxes		0.2			(0.3	)		0.6			0.4
Defined benefit plans—net of taxes		2.4			2.2			5.4			3.2
		(5.3	)		(3.6	)		(66.4	)		24.2
Comprehensive income		512.8			674.7			881.1			1,134.2
Less: Comprehensive income attributable to the noncontrolling interest		19.8			71.6			42.1			135.4
Comprehensive income attributable to common stockholders	$	493.0		$	603.1		$	839.0		$	998.8

See Accompanying Notes to Unaudited Consolidated Financial Statements.

2

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

	(Unaudited) June 30, 2013			December 31, 2012
	(in millions, except share and per share amounts)
Assets
Current assets:
Cash and cash equivalents	$	1,934.1		$	2,274.9
Restricted cash		74.2			—
Accounts receivable—net		294.3			217.4
Inventories—net		321.0			277.9
Prepaid income taxes		24.5			—
Deferred income taxes		44.9			9.5
Other		26.5			27.9
Total current assets		2,719.5			2,807.6
Property, plant and equipment, net of accummulated depreciation, depletion and amortization of $2,899.7 and $2,757.1		4,086.5			3,900.5
Asset retirement obligation funds		200.8			200.8
Investments in and advances to affiliates		898.6			935.6
Goodwill		2,064.5			2,064.5
Other assets		281.7			257.9
Total assets	$	10,251.6		$	10,166.9
Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses	$	489.9		$	366.5
Income taxes payable		15.9			187.1
Customer advances		67.7			380.7
Notes payable		—			5.0
Distributions payable to noncontrolling interest		—			5.3
Other		3.6			5.6
Total current liabilities		577.1			950.2
Long-term debt		3,098.0			1,600.0
Deferred income taxes		783.2			938.8
Other noncurrent liabilities		449.9			395.7
Contingencies (Note 18)
Equity:
Stockholders' equity:
Preferred stock—$0.01 par value, 50,000,000 shares authorized		—			—
Common stock—$0.01 par value, 500,000,000 shares authorized, 2013—59,305,690 shares issued and 2012—62,961,628 shares issued		0.6			0.6
Paid-in capital		1,653.5			2,492.4
Retained earnings		3,673.1			3,461.1
Treasury stock—at cost, 2013—1,274,837 shares and 2012—10,940 shares		(233.3	)		(2.3	)
Accumulated other comprehensive loss		(115.3	)		(49.6	)
Total stockholders' equity		4,978.6			5,902.2
Noncontrolling interest		364.8			380.0
Total equity		5,343.4			6,282.2
Total liabilities and equity	$	10,251.6		$	10,166.9

See Accompanying Notes to Unaudited Consolidated Financial Statements.

3

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

	Common Stockholders
	$0.01 Par Value Common Stock			Treasury Stock			Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders' Equity			Noncontrolling Interest			Total Equity
	(in millions)
Balance at December 31, 2011	$	0.7		$	(1,000.2	)	$	2,804.8		$	2,841.0		$	(99.3	)	$	4,547.0		$	385.9		$	4,932.9
Net earnings		—			—			—			974.7			—			974.7			135.3			1,110.0
Other comprehensive income
Foreign currency translation adjustment—net of taxes		—			—			—			—			20.5			20.5			0.1			20.6
Unrealized gain on securities—net of taxes		—			—			—			—			0.4			0.4			—			0.4
Defined benefit plans—net of taxes		—			—			—			—			3.2			3.2			—			3.2
Comprehensive income																	998.8			135.4			1,134.2
Issuance of $0.01 par value common stock under employee stock plans		—			—			5.4			—			—			5.4			—			5.4
Stock-based compensation expense		—			—			5.1			—			—			5.1			—			5.1
Excess tax benefit from stock-based compensation		—			—			15.4			—			—			15.4			—			15.4
Purchase of treasury stock		—			(500.0	)		—			—						(500.0	)		—			(500.0	)
Retirement of treasury stock		(0.1	)		1,500.2			(374.2	)		(1,125.9	)					—			—			—
Cash dividends ($0.80 per share)		—			—			—			(52.3	)					(52.3	)		—			(52.3	)
Declaration of distribution payable		—			—			—			—			—			—			(39.3	)		(39.3	)
Effect of exchange rates changes		—			—			—			—			—			—			(1.2	)		(1.2	)
Balance at June 30, 2012	$	0.6		$	—		$	2,456.5		$	2,637.5		$	(75.2	)	$	5,019.4		$	480.8		$	5,500.2
Balance at December 31, 2012	$	0.6		$	(2.3	)	$	2,492.4		$	3,461.1		$	(49.6	)	$	5,902.2		$	380.0		$	6,282.2
Net earnings		—			—			—			904.7			—			904.7			42.8			947.5
Other comprehensive income
Foreign currency translation adjustment—net of taxes		—			—			—			—			(67.5	)		(67.5	)		(0.7	)		(68.2	)
Unrealized loss on hedging derivatives—net of taxes		—			—			—			—			(4.2	)		(4.2	)		—			(4.2	)
Unrealized gain on securities—net of taxes		—			—			—			—			0.6			0.6			—			0.6
Defined benefit plans—net of taxes		—			—			—			—			5.4			5.4			—			5.4
Comprehensive income																	839.0			42.1			881.1
Acquisitions of noncontrolling interests in CFL		—			—			(752.5	)		—			—			(752.5	)		(16.8	)		(769.3	)
Acquistion of treasury stock under employee stock plans		—			(0.5	)		—			—			—			(0.5	)		—			(0.5	)
Purchases of treasury stock		—			(981.5	)		—			—			—			(981.5	)		—			(981.5	)
Retirement of treasury stock		—			750.1			(106.3	)		(643.8	)					—			—			—
Issuance of $0.01 par value common stock stock under employee stock plans		—			0.9			4.3			—			—			5.2			—			5.2
Stock-based compensation expense		—			—			6.0			—			—			6.0			—			6.0
Excess tax benefit from stock-based compensation		—			—			9.6			—			—			9.6			—			9.6
Cash dividends ($0.80 per share)		—			—			—			(48.9	)					(48.9	)		—			(48.9	)
Declaration of distribution payable		—			—			—			—			—			—			(40.6	)		(40.6	)
Effect of exchange rates changes		—			—			—			—			—			—			0.1			0.1
Balance at June 30, 2013	$	0.6		$	(233.3	)	$	1,653.5		$	3,673.1		$	(115.3	)	$	4,978.6		$	364.8		$	5,343.4

See Accompanying Notes to Unaudited Consolidated Financial Statements.

4

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended June 30,
	2013			2012
	(in millions)
Operating Activities:
Net earnings	$	947.5		$	1,110.0
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation, depletion and amortization		213.7			219.0
Deferred income taxes		(44.3	)		13.2
Stock compensation expense		6.2			5.6
Excess tax benefit from stock-based compensation		(9.6	)		(15.4	)
Unrealized loss (gain) on derivatives		6.7			(21.7	)
Loss on disposal of property, plant and equipment		4.2			3.6
Undistributed earnings of affiliates—net		(1.8	)		(22.0	)
Changes in:
Accounts receivable		(55.6	)		(89.6	)
Margin deposits		—			0.9
Inventories		(43.9	)		76.4
Accrued income taxes		(188.4	)		(110.8	)
Accounts payable and accrued expenses		34.8			6.3
Customer advances—net		(313.0	)		(136.2	)
Other—net		11.8			9.4
Net cash provided by operating activities		568.3			1,048.7
Investing Activities:
Additions to property, plant and equipment		(402.5	)		(157.8	)
Proceeds from the sale of property, plant and equipment		7.5			7.2
Sales and maturities of short-term and auction rate securities		5.6			16.0
Deposits to restricted cash funds		(74.2	)		—
Deposits to asset retirement obligation funds		—			(2.2	)
Other—net		(2.3	)		—
Net cash used in investing activities		(465.9	)		(136.8	)
Financing Activities:
Proceeds from long-term borrowings		1,498.0			—
Payments of long-term debt		—			(13.0	)
Financing fees		(13.6	)		—
Dividends paid on common stock		(48.9	)		(52.3	)
Distributions to noncontrolling interests		(45.8	)		(193.3	)
Purchase of treasury stock		(915.6	)		(500.0	)
Acquisitions of noncontrolling interests in CFL		(918.7	)		—
Issuances of common stock under employee stock plans		5.2			5.4
Excess tax benefit from stock-based compensation		9.6			15.4
Net cash used in financing activities		(429.8	)		(737.8	)
Effect of exchange rate changes on cash and cash equivalents		(13.4	)		1.9
(Decrease) increase in cash and cash equivalents		(340.8	)		176.0
Cash and cash equivalents at beginning of period		2,274.9			1,207.0
Cash and cash equivalents at end of period	$	1,934.1		$	1,383.0

See Accompanying Notes to Unaudited Consolidated Financial Statements.

5

CF INDUSTRIES HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.     Background and Basis of Presentation

        We are one of the largest manufacturers and distributors of nitrogen and phosphate fertilizer products in the world. Our operations are organized into two business segments—the nitrogen segment and the phosphate segment. Our principal customers are cooperatives and independent fertilizer distributors. Our principal fertilizer products in the nitrogen segment are ammonia, granular urea, urea ammonium nitrate solution, or UAN, and ammonium nitrate, or AN. Our other nitrogen products include urea liquor, diesel exhaust fluid, or DEF, and aqua ammonia, which are sold primarily to our industrial customers. Our principal fertilizer products in the phosphate segment are diammonium phosphate, or DAP, and monoammonium phosphate, or MAP.

        Our core market and distribution facilities are concentrated in the midwestern United States and other major agricultural areas of the U.S. and Canada. We also export nitrogen fertilizer products from our Donaldsonville, Louisiana manufacturing facilities and phosphate fertilizer products from our Florida phosphate operations.

        The accompanying unaudited interim consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements for the year ended December 31, 2012, in accordance with accounting principles generally accepted in the United States for interim financial reporting. In the opinion of management, these statements reflect all adjustments, consisting only of normal and recurring adjustments that are necessary for the fair representation of the information for the periods presented. The unaudited interim consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Operating results for any period presented apply to that period only and are not necessarily indicative of results for any future period.

        These statements should be read in conjunction with our audited consolidated financial statements and related disclosures included in our 2012 Annual Report on Form 10-K filed with the SEC on February 27, 2013.

        The preparation of the unaudited interim financial statements requires management to make use of estimates and assumptions that affect the reported amount of assets and liabilities, revenue and expenses and certain financial statement disclosures. Actual results could differ from these estimates. Significant estimates in these consolidated financial statements include net realizable value of inventories, the timing and ultimate settlement costs of asset retirement obligations, environmental remediation liabilities, environmental and litigation contingencies, the cost of sales incentives, useful lives of property and identifiable intangible assets, the evaluation of impairments of property, investments, identifiable intangible assets and goodwill, income tax and valuation reserves, allowances for doubtful accounts receivable, the measurement of the fair values of investments for which markets are not active, assumptions used in the determination of the funded status and annual expense of pension and postretirement employee benefit plans and the volatility and expected lives for stock compensation instruments granted to employees.

        All references to "CF Holdings," "the Company," "we," "us" and "our" refer to CF Industries Holdings, Inc. and its subsidiaries, except where the context makes clear that the reference is only to CF Industries Holdings, Inc. itself and not its subsidiaries.

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CF INDUSTRIES HOLDINGS, INC.

2.     Summary of Significant Accounting Policies

        For a complete discussion of the Company's significant accounting policies, refer to our 2012 Annual Report on Form 10-K filed with the SEC on February 27, 2013.

3.     New Accounting Standards

        Following are summaries of accounting pronouncements that either were adopted recently or may become applicable to our consolidated financial statements. It should be noted that the accounting standards references provided below reflect the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC), and related Accounting Standards Updates (ASU).

Recently Adopted Pronouncements

        In December 2011, the FASB issued a standard pertaining to disclosures about offsetting assets and liabilities (ASU No. 2011-11). This standard requires an entity to disclose information about offsetting and related arrangements, including financial instruments and derivative instruments, and the effect these arrangements have on the entity's financial position. In January 2013, the FASB issued an amendment to ASU No. 2011-11 (ASU No. 2013-01) clarifying that its scope applies to derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset or subject to an enforceable master netting arrangement or similar agreement. These standards are effective for disclosures in interim and annual reporting periods beginning on or after January 1, 2013. We adopted this standard in the first quarter of 2013 and its adoption did not have a material impact on our consolidated financial statements.

        In February 2013, the FASB issued a standard pertaining to the reporting of amounts reclassified out of accumulated other comprehensive income (AOCI) (ASU No. 2013-02). The standard requires that an entity provide, by component, information regarding the amounts reclassified out of AOCI, either on the face of the statement of operations or in the notes, and an indication as to the line items in the statement of operations that the amounts were reclassified to. In addition, in certain cases, an entity is required to cross-reference to other disclosures that provide additional details about the reclassified amounts. This standard is effective prospectively for reporting periods beginning after December 15, 2012. We adopted this standard in the first quarter of 2013 and its adoption did not have a material impact on our consolidated financial statements.

4.     Noncontrolling Interests

Canadian Fertilizers Limited (CFL)

        CFL owns a nitrogen fertilizer complex in Medicine Hat, Alberta, Canada which until April 30, 2013, supplied fertilizer products to CF Industries, Inc. (CF Industries) and Viterra Inc. (Viterra). The Medicine Hat complex is the largest nitrogen fertilizer complex in Canada, with two world-scale ammonia plants, a world-scale granular urea plant and on-site storage facilities for both ammonia and urea.

        Prior to April 30, 2013, CF Industries owned 49% of the voting common shares and 66% of the non-voting preferred shares of CFL and purchased 66% of the production of CFL. Also prior to April 30, 2013, Viterra, Inc. (Viterra) held 34% of the equity ownership of CFL, and had the right to purchase up to the remaining 34% of CFL's production. Both CF Industries and Viterra were entitled to receive distributions of net earnings of CFL based upon their respective purchases from CFL. The remaining 17% of the voting common shares were owned by GROWMARK, Inc. and La Coop fédérée. CFL was a variable interest entity that was consolidated in the Company's financial statements.

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CF INDUSTRIES HOLDINGS, INC.

        In 2012, in order to be entitled to 100% of CFL's ammonia and granular urea production, the Company entered into agreements to acquire the noncontrolling interests in CFL for C$0.9 billion, which included 34% of CFL's common and preferred shares owned by Viterra, the product purchase agreement between CFL and Viterra and the CFL common shares held by GROWMARK, Inc. and La Coop fédérée. On April 30, 2013, the acquisitions of the noncontrolling interests were completed. CFL became a wholly owned subsidiary of the Company and the outstanding advances from Viterra previously reported in notes payable became intercompany debt and were eliminated in consolidation. Since CFL was previously a consolidated variable interest entity, the acquisition purchase price in excess of the noncontrolling interest balance and the deferred tax asset was recognized as a reduction in paid in capital.

        CF Industries' and Viterra's purchases of nitrogen fertilizer products from CFL were made under product purchase agreements, and the selling prices were determined under the provisions of these agreements. Prior to the fourth quarter of 2012 an initial selling price was paid to CFL based upon CFL's production cost plus an agreed-upon margin once title passed as the product was shipped. At the end of the year, the difference between the market price realized on sales of products purchased from CFL and the price based on production cost plus the agreed-upon margin was paid to CFL. The sales revenue attributable to this difference was accrued by the Company on an interim basis.

        In the fourth quarter of 2012, the CFL Board of Directors approved amendments to the product purchase agreements retroactive to January 1, 2012 that modified the selling prices that CFL charged for products sold to Viterra and CF Industries to eliminate the requirement to pay to CFL the difference between the market price realized and the price based on production cost plus an agreed-upon margin. The effect of the selling price amendments to the product purchase agreements impacts the comparability of the Company's financial results. These changes impact the year-over-year comparability of net sales, gross margin, operating earnings, earnings before income taxes and net earnings attributable to noncontrolling interest for the first four months of 2013, but do not impact the comparability of the Company's net earnings attributable to common stockholders or net cash flows for the same period.

        At June 30, 2013 and December 31, 2012, the net receivable due from Viterra related to the product purchases that was reflected on our consolidated balance sheets was zero and $2.0 million, respectively. The net earnings attributable to Viterra that are reported on the consolidated balance sheets in the line titled distributions payable to noncontrolling interest at June 30, 2013 and December 31, 2012 were zero and $5.3 million, respectively.

Terra Nitrogen Company, L.P. (TNCLP)

        TNCLP is a master limited partnership that owns a nitrogen manufacturing facility in Verdigris, Oklahoma. We own an aggregate 75.3% of TNCLP through general and limited partnership interests. Outside investors own the remaining 24.7% of the limited partnership. For financial reporting purposes, the assets, liabilities and earnings of the partnership are consolidated into our financial statements. The outside investors' limited partnership interests in the partnership have been recorded as part of noncontrolling interest in our consolidated financial statements. The noncontrolling interest represents the noncontrolling unitholders' interest in the equity of TNCLP. An affiliate of CF Industries is required to purchase all of TNCLP's fertilizer products at market prices as defined in the Amendment to the General and Administrative Services and Product Offtake Agreement, dated September 28, 2010.

        TNCLP makes cash distributions to the general and limited partners based upon formulas defined within its Agreement of Limited Partnership. Cash available for distribution is defined in the agreement generally as all cash receipts less all cash disbursements, less certain reserves (including reserves for

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CF INDUSTRIES HOLDINGS, INC.

future operating and capital needs) established as the general partner determines in its reasonable discretion to be necessary or appropriate. Changes in working capital impact available cash, as increases in the amount of cash invested in working capital items (such as accounts receivable or inventory) reduce available cash, while declines in the amount of cash invested in working capital increase available cash. Cash distributions to the limited partners and general partner vary depending on the extent to which the cumulative distributions exceed certain target threshold levels set forth in the Agreement of Limited Partnership.

        In each of the applicable quarters of 2013 and 2012, the minimum quarterly distributions were satisfied, which entitled us, as the general partner, to receive increased distributions on our general partner interests as provided for in the Agreement of Limited Partnership. The earnings attributed to our general partner interest in excess of the threshold levels for the six months ended June 30, 2013 and 2012, were $133.7 million and $116.7 million, respectively.

        At June 30, 2013, Terra Nitrogen GP Inc. (TNGP), the general partner of TNCLP (and an indirect wholly-owned subsidiary of CF Industries), and its affiliates owned 75.3% of TNCLP's outstanding units. When not more than 25% of TNCLP's issued and outstanding units are held by non-affiliates of TNGP, TNCLP, at TNGP's sole discretion, may call, or assign to TNGP or its affiliates, TNCLP's right to acquire all such outstanding units held by non-affiliated persons. If TNGP elects to acquire all outstanding units, TNCLP is required to give at least 30 but not more than 60 days notice of TNCLP's decision to purchase the outstanding units. The purchase price per unit will be the greater of (1) the average of the previous 20 trading days' closing prices as of the date five days before the purchase is announced or (2) the highest price paid by TNGP or any of its affiliates for any unit within the 90 days preceding the date the purchase is announced.

        A reconciliation of the beginning and ending balances of noncontrolling interest and distributions payable to noncontrolling interests on our consolidated balance sheets is provided below.

	Six months ended June 30,
	2013									2012
	CFL			TNCLP			Total			CFL			TNCLP			Total
	(in millions)
Noncontrolling interest:
Beginning balance	$	17.4		$	362.6		$	380.0		$	16.7		$	369.2		$	385.9
Earnings attributable to noncontrolling interest		2.3			40.5			42.8			100.1			35.2			135.3
Declaration of distributions payable		(2.3	)		(38.3	)		(40.6	)		—			(39.3	)		(39.3	)
Acquistions of noncontrolling interests in CFL		(16.8	)		—			(16.8	)		—			—			—
Effect of exchange rate changes		(0.6	)		—			(0.6	)		(1.1	)		—			(1.1	)
Ending balance	$	—		$	364.8		$	364.8		$	115.7		$	365.1		$	480.8
Distributions payable to noncontrolling interest:
Beginning balance	$	5.3		$	—		$	5.3		$	149.7		$	—		$	149.7
Declaration of distributions payable		2.3			38.3			40.6			—			39.3			39.3
Distributions to noncontrolling interest		(7.5	)		(38.3	)		(45.8	)		(154.0	)		(39.3	)		(193.3	)
Effect of exchange rate changes		(0.1	)		—			(0.1	)		4.3			—			4.3
Ending balance	$	—		$	—		$	—		$	—		$	—		$	—

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CF INDUSTRIES HOLDINGS, INC.

5.     Fair Value Measurements

        Our cash and cash equivalents and other investments consist of the following:

	June 30, 2013
	Adjusted Cost		Unrealized Gains		Unrealized Losses		Fair Value
	(in millions)
Cash	$	79.2	$	—	$	—	$	79.2
U.S. and Canadian government obligations		1,336.6		—		—		1,336.6
Other debt securities		518.3		—		—		518.3
Total cash and cash equivalents	$	1,934.1	$	—	$	—	$	1,934.1
Restricted cash		74.2		—		—		74.2
Asset retirement obligation funds		200.8		—		—		200.8

	December 31, 2012
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(in millions)
Cash	$	106.0	$	—	$	—		$	106.0
U.S. and Canadian government obligations		1,996.9		—		—			1,996.9
Other debt securities		172.0		—		—			172.0
Total cash and cash equivalents	$	2,274.9	$	—	$	—		$	2,274.9
Investments in auction rate securities		27.3		—		(1.3	)		26.0
Asset retirement obligation funds		200.8		—		—			200.8
Nonqualified employee benefit trusts		21.2		0.8		—			22.0

        Under our short-term investment policy, we may invest our cash balances, either directly or through mutual funds, in several types of investment-grade securities, including notes and bonds issued by governmental entities or corporations. Securities issued by governmental entities include those issued directly by the Federal government; those issued by state, local or other governmental entities; and those guaranteed by entities affiliated with governmental entities.

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CF INDUSTRIES HOLDINGS, INC.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

        The following tables present assets and liabilities included in our consolidated balance sheets at June 30, 2013 and December 31, 2012 that are recognized at fair value on a recurring basis, and indicates the fair value hierarchy utilized to determine such fair value:

	June 30, 2013
	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash and cash equivalents	$	1,934.1	$	1,934.1	$	—	$	—
Restricted cash		74.2		74.2		—		—
Unrealized gains on derivative instruments		3.5		—		3.5		—
Asset retirement obligation funds		200.8		200.8		—		—
Total assets at fair value	$	2,212.6	$	2,209.1	$	3.5	$	—
Unrealized losses on derivative instruments	$	5.0	$	—	$	5.0	$	—
Total liabilities at fair value	$	5.0	$	—	$	5.0	$	—

	December 31, 2012
	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash and cash equivalents	$	2,274.9	$	2,274.9	$	—	$	—
Unrealized gains on derivative instruments		17.3		—		17.3		—
Asset retirement obligation funds		200.8		200.8		—		—
Investments in auction rate securities		26.0		—		—		26.0
Nonqualified employee benefit trusts		22.0		22.0		—		—
Total assets at fair value	$	2,541.0	$	2,497.7	$	17.3	$	26.0
Unrealized losses on derivative instruments	$	5.6	$	—	$	5.6	$	—
Total liabilities at fair value	$	5.6	$	—	$	5.6	$	—

        Following is a summary of the valuation techniques for assets and liabilities recorded on our consolidated balance sheets at fair value on a recurring basis:

Cash and Cash Equivalents

        At June 30, 2013 and December 31, 2012, our cash and cash equivalents consisted primarily of U.S. government obligations and money market mutual funds that invest in U.S. government obligations and other investment-grade securities.

Restricted Cash

        We have contracted for engineering and procurement services with an affiliate of ThyssenKrupp Uhde (Uhde) for our capacity expansion projects at our Donaldsonville, Louisiana and Port Neal, Iowa production facilities. Under the terms of the engineering and procurement services contract, we are

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CF INDUSTRIES HOLDINGS, INC.

required to grant Uhde a security interest in a restricted cash account and maintain a cash balance in that account equal to the cancellation fees for procurement services and equipment that would arise if we were to cancel the projects. We began funding the restricted account in the second quarter of 2013. The balance in the account is expected to change over time based on the amounts of unpaid engineering and procurement costs.

Derivative Instruments

        The derivative instruments that we use are primarily natural gas call options, fixed price swaps, and foreign currency forward contracts traded in the over-the-counter markets with either large oil and gas companies or large financial institutions. The natural gas derivatives are traded in months forward and settlements are scheduled to coincide with anticipated gas purchases during those future periods. The foreign currency derivative contracts held are for the exchange of a specified notional amount of currencies at specified future dates coinciding with anticipated foreign currency cash outflows associated with our Donaldsonville, LA and Port Neal, IA capital expansion projects. The natural gas derivative contracts settle using NYMEX futures prices. To determine the fair value of these instruments, we use quoted market prices from NYMEX and standard pricing models with inputs derived from or corroborated by observable market data such as forward curves supplied by an industry recognized unrelated third party. The currency derivatives are valued based on quoted market prices supplied by an industry recognized, unrelated third party. See Note 15—Derivative Financial Instruments, for additional information.

Asset Retirement Obligation Funds

        In order to meet financial assurance requirements associated with certain Asset Retirement Obligations (AROs) in Florida, we maintain investments in an escrow account established for the benefit of the Florida Department of Environmental Protection (FDEP) and a trust established to comply with a 2010 Consent Decree with the U.S. Environmental Protection Agency (EPA) and the FDEP. The investments in the trust and escrow account are accounted for as available-for-sale securities. The fair values of these investments are based upon daily quoted prices representing the Net Asset Value (NAV) of the investments. See Note 7—Asset Retirement Obligations, for additional information regarding the trust and escrow accounts. The fair values of the ARO funds approximate their cost basis.

Investments in Auction Rate Securities

        Our investments in Auction Rate Securities (ARS) are accounted for as available-for-sale securities and are included on our consolidated balance sheets in other assets. As of June 30, 2013, our ARS are not material to our consolidated balance sheet.

Nonqualified Employee Benefit Trusts

        We maintain trusts associated with certain deferred compensation related to nonqualified employee benefits. The investments are accounted for as available-for-sale securities. The fair values of the trusts are based on daily quoted prices representing the net asset values (NAV) of the investments. These trusts are included on our consolidated balance sheets in other assets. As of June 30, 2013, our nonqualified employee benefit trusts are not material to our consolidated balance sheet.

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CF INDUSTRIES HOLDINGS, INC.

6.     Net Earnings Per Share

        Net earnings per share were computed as follows:

	Three months ended June 30,				Six months ended June 30,
	2013		2012		2013		2012
	(in millions, except per share amounts)
Net earnings attributable to common stockholders	$	498.2	$	606.3	$	904.7	$	974.7
Basic earnings per common share:
Weighted average common shares outstanding		59.1		64.3		60.7		64.9
Net earnings attributable to common stockholders	$	8.43	$	9.42	$	14.91	$	15.01
Diluted earnings per common share:
Weighted average common shares outstanding		59.1		64.3		60.7		64.9
Dilutive common shares—stock options		0.4		0.9		0.4		0.9
Diluted weighted average shares outstanding		59.5		65.2		61.1		65.8
Net earnings attributable to common stockholders	$	8.38	$	9.31	$	14.80	$	14.81

        In the computation of diluted net earnings per common share, potentially dilutive stock options are excluded if the effect of their inclusion is anti-dilutive. For the three and six months ended June 30, 2013 and 2012, anti-dilutive stock options were insignificant.

7.     Asset Retirement Obligations

        Asset retirement obligations (AROs) are legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development or normal operation of such assets. Our AROs are primarily associated with phosphogypsum stack systems and mine reclamation in Florida.

        The changes in our AROs from December 31, 2012 to June 30, 2013 are summarized below:

	(in millions)
Obligation at December 31, 2012	$	145.0
Accretion expense		5.2
Liabilities incurred		0.7
Expenditures		(3.0	)
Obligation at June 30, 2013	$	147.9

        Our phosphate operations in Florida are subject to regulations governing the construction, operation, closure and long-term maintenance of phosphogypsum stack systems and regulations concerning site reclamation for phosphate rock mines. Our liability for phosphogypsum stack system costs includes the cost of stack closure at Plant City and the costs of cooling pond closure, post-closure monitoring, and ongoing water treatment at both Bartow and Plant City. The actual amounts to be spent will depend on factors such as the timing of activities, refinements in scope, technological developments, cost inflation and changes in regulations. It is possible that these factors could change at any time and impact the estimates. Closure expenditures for the Bartow cooling pond are estimated to occur through 2016. Closure expenditures for the Plant City stack expansion are estimated to occur in

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CF INDUSTRIES HOLDINGS, INC.

the 2033 to 2037 time frame and closure of the Plant City cooling pond is assumed to occur in the year 2087. Additional AROs may be incurred in the future.

        AROs are reported in accrued expenses and other noncurrent liabilities on our consolidated balance sheets, as follows:

	June 30, 2013		December 31, 2012
	(in millions)
Current portion	$	9.6	$	12.3
Noncurrent portion		138.3		132.7
	$	147.9	$	145.0

        In addition to various operational and environmental regulations related to our phosphate segment, we are also subject to financial assurance obligations related to the closure and maintenance of our phosphogypsum stack systems at both our Plant City, Florida phosphate fertilizer complex and our closed Bartow, Florida phosphate fertilizer complex. These financial assurance obligations result from two requirements. The first is a 2010 consent decree with the EPA and the FDEP with respect to our compliance with the Resource Conservation and Recovery Act (RCRA) at our Plant City complex (the Plant City Consent Decree). The second is State of Florida financial assurance regulations (Florida Financial Assurance) that apply to both our Plant City and Bartow complexes. Both of these regulations allow the use of a funding mechanism as a means of complying with the financial assurance requirements associated with the closure, long-term maintenance, and monitoring costs for the phosphogypsum stacks, as well as costs incurred to manage the water contained in the stack system upon closure. We maintain a trust account for the benefit of the EPA and FDEP and an escrow account for the benefit of the FDEP to meet these financial assurance requirements. On our consolidated balance sheet, these are collectively referred to as "Asset retirement obligation funds" (ARO funds). The trust for the Plant City Consent Decree is fully funded, and we expect to fund the remaining approximately $4.0 million in the State of Florida Financial Assurance escrow account near the end of 2015. Both financial assurance funding obligations require estimates of future expenditures that could be impacted by refinements in scope, technological developments, cost inflation, changes in regulations, discount rates and the timing of activities. Additional funding would be required in the future if increases in cost estimates exceed investment earnings in the trust or escrow accounts. At both June 30, 2013 and December 31, 2012, the balance in the ARO funds was $200.8 million.

8.     Interest Expense

        Details of interest expense are as follows:

	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
	(in millions)
Interest on borrowings	$	35.0		$	28.1		$	63.0		$	56.1
Fees on financing agreements		4.0			20.0			7.5			25.1
Interest on tax liabilities		(0.4	)		0.5			11.7			1.0
Interest capitalized and other		(6.3	)		(3.3	)		(10.8	)		(6.0	)
	$	32.3		$	45.3		$	71.4		$	76.2

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CF INDUSTRIES HOLDINGS, INC.

9.     Income Taxes

        Our income tax provision for the three months ended June 30, 2013 was $282.9 million on pre-tax income of $802.7 million, or an effective tax rate of 35.2%, compared to an income tax provision of $309.2 million, or an effective tax rate of 32.2% for the three months ended June 30, 2012. The principal item that gives rise to the increase in our effective tax rate is the decrease in our noncontrolling interest for the three months ended June 30, 2013 as compared to the same period in 2012 due to the modification of the CFL selling price calculation methodology as described in Note 4—Noncontrolling Interest.

        Our effective tax rate based on pre-tax earnings differs from our effective tax rate based on pre-tax income exclusive of noncontrolling interest, as our consolidated income tax provision does not include a tax provision on the earnings attributable to controlling interests in TNCLP, which does not record an income tax provision.

        At the time of our Initial Public Offering (IPO) in 2005, we had accumulated a substantial amount of NOLs. Due to the uncertainty of realizing the tax benefit from the NOLs when we ceased to be a non-exempt cooperative for income tax purposes when we became a public company, a full valuation allowance was recorded against those NOLs. At that time, we entered into an agreement (NOL Agreement) with the pre-IPO owners under which they would benefit should any of the pre-IPO NOLs be realized in future years by our using the NOLs to offset post-IPO taxable income. If this were to occur, we would pay the pre-IPO owners amounts equal to the resulting federal and state income taxes actually saved. At December 31, 2012, the NOLs had a potential tax benefit of $94.3 million, which had been fully reserved by the valuation allowance. In January 2013, we and the pre-IPO owners amended the NOL Agreement to provide, among other things, that we would be entitled to retain 26.9% of any settlement realized.

        In March 2013, we entered into a Closing Agreement with the IRS to resolve the tax treatment of the pre-IPO NOLs. Pursuant to the Closing Agreement, we have agreed with the IRS that we will be entitled to a tax deduction equal to a portion of the NOLs over five years commencing with the 2012 tax year. Under the terms of the amended NOL Agreement, 73.1% of the federal and state tax savings will be payable to our pre-IPO owners. As a result of the Closing Agreement, we recorded a liability of $55.2 million to recognize the tax savings from the IRS settlement that will be payable to our pre-IPO owners under the terms of the NOL Agreement. In our consolidated statement of operations for the six months ended June 30, 2013, the expense related to this liability is included in Other non-operating—net. On our consolidated balance sheet at June 30, 2013, $13.5 million is included in accounts payable and accrued expenses for the current portion of the tax savings payable to the pre-IPO owners and $41.7 million is included in other noncurrent liabilities for the portion of the tax savings payable to the pre-IPO owners in future years. In our consolidated statement of cash flows for the six months ended June 30, 2013, these amounts are included in accounts payable and accrued expenses, and other-net, respectively.

        The tax effect of the IRS settlement noted above includes an $86.8 million reduction to our unrecognized tax benefits previously recorded for the disallowed refund claims based on utilization of the pre-IPO NOLs.

        Our effective tax rate would be affected by $69.4 million if our unrecognized tax benefits at June 30, 2013 were to be recognized in the future.

        For additional information concerning income taxes, see Note 11—Income Taxes in our 2012 Annual Report on Form 10-K filed with the SEC on February 27, 2013.

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CF INDUSTRIES HOLDINGS, INC.

10.   Inventories—Net

        Inventories—net consist of the following:

	June 30, 2013		December 31, 2012
	(in millions)
Fertilizer	$	251.2	$	212.2
Raw materials, spare parts and supplies		69.8		65.7
	$	321.0	$	277.9

11.   Equity Method Investments

        Equity method investments consist of the following:

	June 30, 2013		December 31, 2012
	(in millions)
Operating equity method investments	$	390.6	$	394.2
Non-operating equity method investments		508.0		541.4
Investments in and advances to affiliates	$	898.6	$	935.6

Operating Equity Method Investments

        Our equity method investments included in operating earnings consist of: (1) a 50% ownership interest in Point Lisas Nitrogen Limited (PLNL), which operates an ammonia production facility in the Republic of Trinidad and Tobago; and (2) a 50% interest in an ammonia storage joint venture located in Houston, Texas. We include our share of the net earnings from these investments as an element of earnings from operations because these operations provide additional production and storage capacity to our operations and are integrated with our other supply chain and sales activities in the nitrogen segment.

        The combined results of operations and financial position for our operating equity method investments are summarized below:

	Three months ended June 30				Six months ended June 30
	2013		2012		2013		2012
	(in millions)
Condensed statement of operations information:
Net sales	$	75.2	$	103.7	$	171.6	$	181.2
Net earnings	$	23.7	$	38.0	$	55.9	$	62.5
Equity in earnings of operating affiliates	$	9.5	$	13.8	$	21.1	$	29.3

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CF INDUSTRIES HOLDINGS, INC.

	June 30, 2013		December 31, 2012
	(in millions)
Condensed balance sheet information:
Current assets	$	97.4	$	93.9
Long-term assets		156.0		164.8
Total assets	$	253.4	$	258.7
Current liabilities	$	44.6	$	45.9
Long-term liabilities		26.1		26.0
Equity		182.7		186.8
Total liabilities and equity	$	253.4	$	258.7

        The total carrying value of these investments at June 30, 2013 was $390.6 million, which was $299.2 million more than our share of the affiliates' book value. The excess is primarily attributable to the purchase accounting impact of our acquisition of the investment in PLNL and reflects primarily the revaluation of property, plant and equipment, the value of an exclusive natural gas contract and goodwill. The increased basis for property, plant and equipment and the gas contract are being depreciated over a remaining period of approximately 20 years and 10 years, respectively. Our equity in earnings of operating affiliates is different from our ownership interest in income reported by the unconsolidated affiliates due to amortization of basis differences.

        We have transactions in the normal course of business with PLNL reflecting our obligation to purchase 50% of the ammonia produced by PLNL at current market prices. Our ammonia purchases from PLNL totaled approximately $41.8 million and $80.2 million for the three and six months ended June 30, 2013, respectively, and $47.7 million and $86.2 million for the three and six months ended June 30, 2012, respectively.

Non-Operating Equity Method Investments

        Our non-operating equity method investments consist of: (1) a 50% ownership of KEYTRADE AG (Keytrade), a fertilizer trading company headquartered near Zurich, Switzerland; and (2) a 50% ownership in GrowHow UK Limited (GrowHow), which operates nitrogen production facilities in the United Kingdom. We account for these investments as non-operating equity method investments, and do not include the net earnings of these investments in earnings from operations since these operations do not provide additional capacity to us, nor are these operations integrated within our supply chain.

        The combined results of operations and financial position of our non-operating equity method investments are summarized below:

	Three months ended June 30					Six months ended June 30
	2013			2012		2013			2012
	(in millions)
Condensed statement of operations information:
Net sales	$	712.5		$	858.6	$	1,306.6		$	1,497.0
Net earnings	$	3.3		$	60.7	$	10.3		$	62.7
Equity in (losses) earnings of non-operating affiliates—net of taxes	$	(1.7	)	$	27.2	$	(1.0	)	$	24.9

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CF INDUSTRIES HOLDINGS, INC.

	June 30, 2013		December 31, 2012
	(in millions)
Condensed balance sheet information:
Current assets	$	572.3	$	595.0
Long-term assets		299.2		293.4
Total assets	$	871.5	$	888.4
Current liabilities	$	390.0	$	385.6
Long-term liabilities		137.8		147.3
Equity		343.7		355.5
Total liabilities and equity	$	871.5	$	888.4

        In conjunction with our investment in Keytrade, we provided financing to Keytrade in the form of subordinated notes that mature on September 30, 2017 and bear interest at LIBOR plus 1.00 percent. At June 30, 2013 and December 31, 2012, the amount of the outstanding advances to Keytrade on our consolidated balance sheets was $12.4 million. For each of the six month periods ended June 30, 2013 and 2012, we recognized interest income on advances to Keytrade of $0.1 million. The carrying value of our advances to Keytrade approximates fair value.

        Excluding the advances to Keytrade, the carrying value of our non-operating equity method investments at June 30, 2013 was $495.6 million, which was $323.8 million more than our share of the affiliates' book value. The excess is primarily attributable to the impact of our acquisition of Terra and reflects primarily the revaluation of property, plant and equipment, identifiable intangibles and goodwill. The increased basis for property, plant and equipment and identifiable intangibles are being depreciated over remaining periods up to 12 years. Our equity in earnings of non-operating affiliates-net of taxes is different than our ownership interest in their net earnings due to the amortization of basis differences.

        At June 30, 2013, the amount of our consolidated retained earnings that represents our undistributed earnings of non-operating equity method investments is $14.9 million.

12.   Plant Turnaround Costs

        Scheduled inspections, replacements and overhauls of plant machinery and equipment at our continuous process manufacturing facilities are referred to as plant turnarounds. The expenditures related to turnarounds are capitalized into property, plant and equipment when incurred. The following is a summary of plant turnaround activity:

	Six months ended June 30,
	2013			2012
	(in millions)
Net capitalized turnaround costs:
Beginning balance	$	82.1		$	54.8
Additions		35.8			21.1
Depreciation		(18.2	)		(15.1	)
Effect of exchange rate changes		(0.2	)		0.1
Ending balance	$	99.5		$	60.9

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CF INDUSTRIES HOLDINGS, INC.

        Scheduled replacements and overhauls of plant machinery and equipment include the dismantling, repair or replacement and installation of various components including piping, valves, motors, turbines, pumps, compressors, heat exchangers and the replacement of catalysts when a full plant shutdown occurs. Scheduled inspections are also conducted during full plant shutdowns, including required safety inspections which entail the disassembly of various components such as steam boilers, pressure vessels and other equipment requiring safety certifications. Internal employee costs and overhead are not considered turnaround costs and are not capitalized.

13.   Goodwill and Other Intangible Assets

        The following table shows the carrying amount of goodwill by business segment at June 30, 2013 and December 31, 2012:

	Nitrogen		Phosphate		Total
	(in millions)
Balance by segment	$	2,063.6	$	0.9	$	2,064.5

        The identifiable intangibles and carrying values are shown below. The Company's intangible assets are presented in noncurrent other assets on our consolidated balance sheets.

	At June 30, 2013							At December 31, 2012
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
						(in millions)
Intangible assets:
Customer Relationships	$	50.0	$	(9.0	)	$	41.0	$	50.0	$	(7.6	)	$	42.4
TerraCair Brand		10.0		(3.3	)		6.7		10.0		(2.8	)		7.2
Total intangible assets	$	60.0	$	(12.3	)	$	47.7	$	60.0	$	(10.4	)	$	49.6

        Amortization expense of our identifiable intangibles was $1.0 million for both the three months ended June 30, 2013 and 2012, respectively, and was $1.9 million for both the six months ended June 30, 2013 and 2012, respectively.

        Total estimated amortization expense for the remainder of 2013 and the five succeeding fiscal years is as follows:

	Estimated Amortization Expense
	(in millions)
Remainder of 2013	$	1.9
2014		3.8
2015		3.8
2016		3.8
2017		3.8
2018		3.8
	$	20.9

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CF INDUSTRIES HOLDINGS, INC.

14.   Financing Agreements

        Long-term debt consisted of the following:

	June 30, 2013		December 31, 2012
	(in millions)
Unsecured senior notes:
6.875% due 2018	$	800.0	$	800.0
7.125% due 2020		800.0		800.0
3.450% due 2023		749.3		—
4.950% due 2043		748.7		—
	$	3,098.0	$	1,600.0
Less: Current portion		—		—
Net long-term debt	$	3,098.0	$	1,600.0

Credit Agreement

        In the second quarter of 2012, CF Holdings, as a guarantor, and CF Industries, as borrower, entered into a $500 million senior unsecured credit agreement, dated May 1, 2012 (the Credit Agreement), which provided for a revolving credit facility of up to $500 million with a maturity of five years. On April 22, 2013, the Credit Agreement was amended and restated to increase the credit facility from $500 million to $1.0 billion and extend its maturity an additional year to May 1, 2018.

        Borrowings under the Credit Agreement bear interest at a variable rate based on an applicable margin over LIBOR or a base rate and may be used for working capital, capital expenditures, acquisitions, share repurchases and other general purposes. The Credit Agreement requires that the Company maintain a minimum interest coverage ratio and not exceed a maximum total leverage ratio, and includes other customary terms and conditions, including customary events of default and covenants.

        All obligations under the Credit Agreement are unsecured. Currently CF Holdings is the only guarantor of CF Industries' obligations under the Credit Agreement. Certain of CF Industries' material domestic subsidiaries would be required to become guarantors under the Credit Agreement if such subsidiary were to guarantee other debt of the Company or CF Industries in excess of $350 million. Currently, no such subsidiary guarantees any debt.

        At June 30, 2013, there was $995.1 million of available credit under the Credit Agreement (net of outstanding letters of credit), and there were no borrowings outstanding.

Senior Notes due 2018 and 2020

        On April 23, 2010, CF Industries issued $800 million aggregate principal amount of 6.875% senior notes due May 1, 2018 and $800 million aggregate principal amount of 7.125% senior notes due May 1, 2020 (the 2018/2020 Notes). Interest is paid semiannually on May 1 and November 1 and the 2018/2020 Notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices.

        The indentures governing the 2018/2020 Notes contain customary events of default and covenants that limit, among other things, the ability of the Company and its subsidiaries, including CF Industries, to incur liens on certain properties to secure debt. In the event of specified changes of control involving the Company or CF Industries, they also require CF Industries to offer to repurchase the

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CF INDUSTRIES HOLDINGS, INC.

2018/2020 Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest.

        Under the supplemental indentures governing the 2018/2020 Notes, the 2018/2020 Notes are guaranteed by CF Holdings. In addition, in the event that a subsidiary of the Company, 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 2018/2020 Notes.

        At June 30, 2013, the carrying value of the 2018/2020 Notes was $1.6 billion and the fair value was approximately $1.9 billion.

Senior Notes due 2023 and 2043

        On May 23, 2013, CF Industries issued $750 million aggregate principal amount of 3.450% senior notes due June 1, 2023 and $750 million aggregate principal amount of 4.950% senior notes due June 1, 2043 (the 2023/2043 Notes). Interest is paid semiannually on June 1 and December 1 and the 2023/2043 Notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices. We received net proceeds from the issuance and sale of the 2023/2043 Notes, after deducting underwriting discounts and offering expenses, of approximately $1.48 billion. We intend to use the net proceeds from the offering to fund our capacity expansion projects and working capital and for other general corporate purposes, including share repurchases.

        The indentures governing the 2023/2043 Notes contain customary events of default and covenants that limit, among other things, the ability of the Company and its subsidiaries, including CF Industries, to incur liens on certain properties to secure debt. In the event of specified changes of control involving CF Holdings or CF Industries, they also require CF Industries to offer to repurchase the 2023/2043 Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest.

        Under the supplemental indentures governing the 2023/2043 Notes, the 2023/2043 Notes are guaranteed by CF Holdings. In addition, in the event that a subsidiary of the Company, 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 2023/2043 Notes, provided that such requirement will no longer apply following the repayment of both issues of the 2018/2020 Notes or the subsidiaries of the Company, other than CF Industries, otherwise become no longer subject to such a requirement to guarantee the 2018/2020 Notes.

        At June 30, 2013, the carrying value of the 2023/2043 Notes was $1.5 billion and the fair value was approximately $1.4 billion.

15.   Derivative Financial Instruments

        We use derivative financial instruments to reduce our exposure to changes in commodity prices and foreign currency exchange rates.

Commodity Price Risk Management

        Natural gas is the largest and most volatile component of the manufacturing cost for nitrogen-based fertilizers. We manage the risk of changes in gas prices primarily through the use of derivative financial instruments covering periods of generally less than 18 months. The derivatives that we use are primarily call options and fixed price swaps traded in the over-the-counter (OTC) markets. These natural gas derivatives settle using primarily a NYMEX futures price index, which represents the basis

21

CF INDUSTRIES HOLDINGS, INC.

for fair value at any given time. The contracts are entered into with respect to gas to be consumed in the future and settlements are scheduled to coincide with anticipated purchases of natural gas used to manufacture nitrogen products during those future periods. We use natural gas derivatives as an economic hedge of gas price risk, but without the application of hedge accounting.

        As of June 30, 2013 and December 31, 2012, we had open natural gas derivative contracts for 36.7 million MMBtus and 58.9 million MMBtus, respectively. For the six months ended June 30, 2013, we used derivatives to cover approximately 89% of our natural gas consumption.

Foreign Currency Exchange Rates

        In the fourth quarter of 2012, our Board of Directors authorized the expenditure of $3.8 billion to construct new ammonia and urea/UAN plants at our Donaldsonville, Louisiana complex and new ammonia and urea plants at our Port Neal, Iowa complex. A portion of the construction costs are Euro-denominated. In order to manage our exposure to changes in the Euro to U.S. dollar currency exchange rates, we have hedged our projected Euro denominated payments through 2014 using currency forward exchange contracts.

        As of June 30, 2013, the notional amount of our open foreign currency derivatives was $765.0 million. Of this amount, $227.7 million, or approximately 29%, was designated as cash flow hedging instruments for accounting purposes while the remaining $537.3 million was not designated as hedging instruments for accounting purposes.

        No reclassification from AOCI to income occurred in the six months ended June 30, 2013 or during 2012, and none is expected in 2013. The AOCI related to our foreign currency derivatives is expected to be reclassified into income over the depreciable lives of the fixed assets associated with the capital expansion projects.

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CF INDUSTRIES HOLDINGS, INC.

        The effect of derivatives in our consolidated statements of operations for the three and six months ended June 30, 2013 and 2012 is shown in the tables below:

	Gain (loss) recognized in OCI				Gain (loss) reclassified from AOCI into income
	Three months ended June 30,					Three months ended June 30,
Derivatives designated as cash flow hedges	2013		2012		Location	2013		2012
	(in millions)					(in millions)
Foreign exchange contracts	$	5.7	$	—	Other operating—net	$	—	$	—

	Gain (loss) recognized in income
		Three months ended June 30,
	Location	2013			2012
		(in millions)
Foreign exchange contracts	Other operating—net(1)	$	(2.0	)	$	—

	Gain (loss) recognized in income
		Three months ended June 30,
Derivatives not	Location	2013			2012
designated as hedges
		(in millions)
Natural gas derivatives	Cost of sales	$	(18.0	)	$	77.6
Foreign exchange contracts	Other operating—net		5.6			—
		$	(12.4	)	$	77.6

	Gain (loss) in income
	Three months ended June 30,
All Derivatives	2013			2012
	(in millions)
Unrealized gains (losses)
Derivatives not designated as hedges	$	(12.4	)	$	77.6
Cash flow hedge ineffectiveness		(2.0	)		—
Total unrealized (losses) gains		(14.4	)		77.6
Realized gains (losses)		17.0			(54.2	)
Net derivative gains	$	2.6		$	23.4

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CF INDUSTRIES HOLDINGS, INC.

	Gain (loss) recognized in OCI					Gain (loss) reclassified from AOCI into income
	Six months ended June 30,						Six months ended June 30,
Derivatives designated as cash flow hedges	2013			2012		Location	2013		2012
	(in millions)						(in millions)
Foreign exchange contracts	$	(6.5	)	$	—	Other operating—net	$	—	$	—

	Gain (loss) recognized in income
		Six months ended June 30,
	Location	2013			2012
		(in millions)
Foreign exchange contracts	Other operating—net(1)	$	(2.1	)	$	—

	Gain (loss) recognized in income
		Six months ended June 30,
Derivatives not	Location	2013			2012
designated as hedges
		(in millions)
Natural gas derivatives	Cost of sales	$	4.4		$	21.7
Foreign exchange contracts	Other operating—net		(7.9	)		—
		$	(3.5	)	$	21.7

	Gain (loss) in income
	Six months ended June 30,
All Derivatives	2013			2012
	(in millions)
Unrealized gains (losses)
Derivatives not designated as hedges	$	(3.5	)	$	21.7
Cash flow hedge ineffectiveness		(2.1	)		—
Total unrealized gains (losses)		(5.6	)		21.7
Realized gains (losses)		9.3			(102.4	)
Net derivative gains (losses)	$	3.7		$	(80.7	)

⁽¹⁾

For derivatives designated as cash flow hedges, the amount reported as gain (loss) recognized in income represents the amount excluded from hedge effectiveness.

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CF INDUSTRIES HOLDINGS, INC.

        The fair values of derivatives on our consolidated balance sheets are shown below. For additional information on derivative fair values, see Note 5—Fair Value Measurements.

	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	June 30, 2013		December 31, 2012		Balance Sheet Location	June 30, 2013		December 31, 2012
	(in millions)
Derivatives designated as hedging instruments
Foreign exchange contracts	Other current assets	$	1.9	$	4.2	Other current liabilities	$	0.2	$	—
Foreign exchange contracts	Other noncurrent assets		—		4.8	Other noncurrent liabilities		0.7		—
		$	1.9	$	9.0		$	0.9	$	—
Derivatives not designated as hedging instruments
Foreign exchange contracts	Other current assets	$	1.4	$	3.9	Other current liabilities	$	2.3	$	—
Foreign exchange contracts	Other noncurrent assets		—		2.4	Other non current liabilities		1.7		—
Natural gas derivatives	Other current assets		0.2		2.0	Other current liabilities		0.1		5.5
Natural gas derivatives	Other noncurrent assets		—		—	Other non current liabilities		—		0.1
		$	1.6	$	8.3		$	4.1	$	5.6
Total derivatives		$	3.5	$	17.3		$	5.0	$	5.6
Current / Non-Current Totals
	Other current assets	$	3.5	$	10.1	Other current liabilities	$	2.6	$	5.5
	Other noncurrent assets		—		7.2	Other non current liabilities		2.4		0.1
Total derivatives		$	3.5	$	17.3		$	5.0	$	5.6

        The counterparties to our derivative contracts are large financial institutions and large oil and gas companies. Our derivatives are executed with several counterparties, generally under International Swaps and Derivatives Association (ISDA) agreements. The ISDA agreements are master netting arrangements commonly used for OTC derivatives that mitigate exposure to counterparty credit risk, in part, by creating contractual rights of netting and setoff, the specifics of which vary from agreement to agreement. These rights are described further below:

•

Settlement netting generally allows us and our counterparties to net, into a single net payable or receivable, ordinary settlement obligations arising between us under the ISDA agreement on the same day, in the same currency, for the same types of derivative instruments, and through the same pairing of offices.

•

Close-out netting rights are provided in the event of a default or other termination event (as defined in the ISDA agreements), including bankruptcy. Depending on the cause of early termination, the non-defaulting party may elect to accelerate and terminate all or some transactions outstanding under the ISDA agreement. The values of all terminated transactions and certain other payments under the ISDA agreement are netted, resulting in a single net close-out amount payable to or by the non-defaulting party. Termination values may be determined using a mark-to-market approach or based on a party's good faith estimate of its loss. If the final net close-out amount is payable by the non-defaulting party, that party's obligation to make the payment may be conditioned on factors such as the termination of all derivative transactions between the parties or payment in full of all of the defaulting party's obligations to the non-defaulting party, in each case regardless of whether arising under the ISDA agreement or otherwise.

•

Setoff rights are provided by certain of our ISDA agreements and generally allow a non-defaulting party to elect to setoff, against the final net close-out payment, other matured and contingent amounts payable between us and our counterparties under the ISDA agreement or otherwise. Typically, these setoff rights arise upon the early termination of all transactions outstanding under an ISDA agreement following a default or specified termination event.

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CF INDUSTRIES HOLDINGS, INC.

        Most of our ISDA agreements contain credit-risk-related contingent features with sliding-scale credit support thresholds that are dependent upon the ratings assigned to our long-term unsecured debt by certain credit rating agencies. Downgrades in our credit ratings would cause the applicable threshold levels to decrease and improvements in those ratings could cause the threshold levels to increase. If our net liability positions exceed the threshold amounts, the counterparties could require cash collateral, some other form of credit support, or daily cash settlement of unrealized losses. As of June 30, 2013 and December 31, 2012, the aggregate fair value of the derivative instruments with credit-risk-related contingent features in net liability positions was $2.2 million and $0.9 million, respectively, which also approximates the fair value of the maximum amount of additional collateral that would need to be posted or assets needed to settle the obligations if the credit-risk-related contingent features were triggered at the reporting dates. At both June 30, 2013 and December 31, 2012, we had no cash collateral on deposit with counterparties for derivative contracts. The credit support documents executed in connection with ISDA agreements generally provide us and our counterparties the right to setoff collateral against amounts owing under the ISDA agreements upon the occurrence of a default or a specified termination event.

        The following table presents amounts relevant to offsetting of our derivative assets and liabilities as of June 30, 2013 and December 31, 2012.

				Gross amounts not offset in consolidated balance sheet
	Gross and Net amounts presented in consolidated balance sheet(1)
				Financial instruments		Cash collateral received (pledged)		Net amount
	(in millions)
June 30, 2013
Total derivative assets	$	3.5	(2)	$	1.4	$	—	$	2.1
Total derivative liabilities		5.0	(3)		1.4		—		3.6
Net assets	$	(1.5	)	$	—	$	—	$	(1.5	)
December 31, 2012
Total derivative assets	$	17.3	(4)	$	4.6	$	—	$	12.7
Total derivative liabilities		5.6	(5)		4.6		—		1.0
Net assets	$	11.7		$	—	$	—	$	11.7

⁽¹⁾

We report the fair values of our derivative assets and liabilities on a gross basis on our consolidated balance sheet. As a result, the gross amounts recognized and net amounts presented are the same.

⁽²⁾

The $3.5 million is included in other current assets at June 30, 2013.

⁽³⁾

Of the $5.0 million at June 30, 2013, $2.6 million is included in other current liabilities and $2.4 million is included in other noncurrent liabilities.

⁽⁴⁾

Of the $17.3 million at December 31, 2012, $10.1 million is included in other current assets and $7.2 million is included in other noncurrent assets.

⁽⁵⁾

Of the $5.6 million at December 31, 2012, $5.5 million is included in other current liabilities and $0.1 million is included in other noncurrent liabilities.

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CF INDUSTRIES HOLDINGS, INC.

        Our exposure to credit loss from nonperformance by counterparties was approximately $2.1 million and $12.7 million as of June 30, 2013 and December 31, 2012, respectively. We do not believe the contractually allowed netting, close-out netting or set-off of amounts owed to, or due from, the counterparties to our ISDA agreements would have a material effect on our financial position.

16.   Treasury Stock

        In the third quarter of 2012, we announced that our Board of Directors authorized the repurchase of up to $3.0 billion of CF Holdings common stock through December 31, 2016. Repurchases under this program may be made from time to time in the open market, in privately negotiated transactions, or otherwise. The manner, timing, and amount of any repurchases are determined by our management based on evaluation of market conditions, stock price, and other factors. In the first quarter of 2013, we repurchased 2.5 million shares for $507.3 million and in the second quarter of 2013, we repurchased an additional 2.6 million shares for $474.2 million, of which $65.9 million was accrued but unpaid at June 30, 2013. In May 2013, we retired 3.8 million shares of repurchased stock through April 2013. As of June 30, 2013, we held approximately 1.3 million shares of repurchased stock. Subsequent to June 30, 2013, we repurchased an additional 0.7 million shares for $130.0 million, bringing the total repurchased shares to date under this program to 5.8 million at an aggregate expenditure of $1.1 billion.

17.   Accumulated Other Comprehensive Income (Loss)

        Changes to accumulated other comprehensive income (loss) (AOCI) are as follows:

	Foreign Currency Translation Adjustment			Unrealized Gain (Loss) on Securities			Unrealized Gain (Loss) on Derivatives			Defined Benefit Plans			Accumulated Other Comprehensive Income (Loss)
	(in millions)
Balance at December 31, 2011	$	15.4		$	(3.0	)	$	—		$	(111.7	)	$	(99.3	)
Unrealized gain		—			1.0			—			—			1.0
Reclassification to net earnings		—			(0.9	)		—			5.8			4.9
Effect of exchange rate changes and deferred taxes		20.5			0.3			—			(2.6	)		18.2
Balance at June 30, 2012	$	35.9		$	(2.6	)	$	—		$	(108.5	)	$	(75.2	)
Balance at December 31, 2012	$	61.4		$	(0.4	)	$	4.6		$	(115.2	)	$	(49.6	)
Unrealized gain (loss)		—			1.0			(6.5	)		—			(5.5	)
Reclassification to net earnings		—			(0.3	)		—			5.7			5.4
Effect of exchange rate changes and deferred taxes		(67.5	)		(0.1	)		2.3			(0.3	)		(65.6	)
Balance at June 30, 2013	$	(6.1	)	$	0.2		$	0.4		$	(109.8	)	$	(115.3	)

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CF INDUSTRIES HOLDINGS, INC.

        Reclassifications out of AOCI during the six months ended June 30, 2013 were as follows:

	Amount Reclassified from AOCI			Affected line item in consolidated statement of operations
	(in millions)
Unrealized Gain (Loss) on Securities
Available-for-sale securities	$	(0.3	)	Interest income
Total before tax		(0.3	)
Tax effect		0.1
Net of tax	$	(0.2	)
Defined Benefit Plans
Amortization of transition obligation	$	—	(1)
Amortization of prior service cost		0.1	(1)
Amortization of net loss		5.6	(1)
Total before tax		5.7
Tax effect		(2.0	)
Net of tax	$	3.7
Total reclassifications for the period	$	3.5

⁽¹⁾

These AOCI components are included in the computation of net periodic benefit cost of our pension and other postretirement benefits.

18.   Contingencies

Litigation

West Fertilizer Co.

        In April 2013, there was a fire and explosion at the West Fertilizer Co. fertilizer storage and distribution facility in West, Texas. According to published reports, 15 people were killed and approximately 200 people were injured in the incident, and the fire and explosion damaged or destroyed a number of homes and buildings around the facility. We have been named as defendants in lawsuits filed in the District Court of McLennan County, Texas by the City of West, Texas and individual residents of the County seeking recovery for damages allegedly sustained as a result of the explosion. Plaintiffs allege various theories of negligence, strict liability and breach of warranty under Texas law. Although we do not own or operate the facility or directly sell our product to West Fertilizer Co., products we have manufactured and sold to others have been delivered to the facility and may have been stored at the West facility at the time of the incident. Based on the initial analysis of the pending lawsuits, we believe that we have strong legal and factual defenses to the claims and intend to defend ourselves vigorously in the pending lawsuits and any other claims brought against us in connection with the incident. In addition, the increased focus on the risks associated with fertilizers as a result of the incident could impact the regulatory environment and requirements applicable to fertilizer manufacturing and storage facilities.

Other Litigation

        From time to time, we are subject to ordinary, routine legal proceedings related to the usual conduct of our business, including proceedings regarding public utility and transportation rates,

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CF INDUSTRIES HOLDINGS, INC.

environmental matters, taxes and permits relating to the operations of our various plants and facilities. Based on the information available as of the date of this filing, we believe that the ultimate outcome of these matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Environmental

Florida Environmental Matters

Clean Air Act Investigation

        On March 19, 2007, the Company received a letter from the EPA under Section 114 of the Federal Clean Air Act requesting information and copies of records relating to compliance with New Source Review, New Source Performance Standards, and National Emission Standards for Hazardous Air Pollutants at the Plant City facility. The Company provided the requested information to the EPA in late 2007. The EPA initiated this same process in relation to numerous other sulfuric acid plants and phosphoric acid plants throughout the nation, including other facilities in Florida.

        The Company received a Notice of Violation (NOV) from the EPA by letter dated June 16, 2010. The NOV alleges the Company violated the Prevention of Significant Deterioration (PSD) Clean Air Act regulations relating to certain projects undertaken at the Plant City facility's sulfuric acid plants. This NOV further alleges that the actions that are the basis for the alleged PSD violations also resulted in violations of Title V air operating permit regulations. Finally, the NOV alleges that the Company failed to comply with certain compliance dates established by hazardous air pollutant regulations for phosphoric acid manufacturing plants and phosphate fertilizer production plants. Although this matter has been referred to the United States Department of Justice (DOJ), the Company has continued to meet with the EPA to discuss these alleged violations. The Company does not know at this time if it will settle this matter prior to initiation of formal legal action.

        We cannot estimate the potential penalties, fines or other expenditures, if any, that may result from the Clean Air Act NOV and, therefore, we cannot determine if the ultimate outcome of this matter will have a material impact on the Company's financial position, results of operations or cash flows.

EPCRA/CERCLA Investigation

        Pursuant to a letter from the DOJ dated July 28, 2008 that was sent to representatives of the major U.S. phosphoric acid manufacturers, including CF Industries, the DOJ stated that it and the EPA believe that apparent violations of Section 313 of the Emergency Planning and Community Right-to-Know Act (EPCRA), which requires annual reports to be submitted with respect to the use of certain toxic chemicals, have occurred at all of the phosphoric acid facilities operated by these manufacturers. The letter also states that the DOJ and the EPA believe that most of these facilities have violated Section 304 of EPCRA and Section 103 of the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) by failing to provide required notifications relating to the release of hydrogen fluoride from these facilities. The letter did not specifically identify alleged violations at our Plant City, Florida complex or assert a claim for a specific amount of penalties. The EPA submitted an information request to the Company on February 11, 2009, as a follow-up to the July 2008 letter. The Company provided information in response to the agency's inquiry on May 14 and May 29, 2009.

        By letter dated July 6, 2010, the EPA issued a NOV to the Company alleging violations of EPCRA and CERCLA. The Company had an initial meeting with the EPA to discuss these alleged violations.

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CF INDUSTRIES HOLDINGS, INC.

The Company does not know at this time if it will settle this matter prior to initiation of formal legal action.

        We do not expect that penalties or fines, if any, that may arise out of the EPCRA/CERCLA matter will have a material impact on the Company's financial position, results of operations or cash flows.

Federal Numeric Nutrient Criteria Regulation

        On August 18, 2009, the EPA entered into a consent decree with certain environmental groups with respect to the promulgation of numeric criteria for nitrogen and phosphorous in surface waters in Florida. The consent decree was approved by a Federal district court judge on November 16, 2009. The EPA adopted final numeric nutrient criteria for Florida lakes and inland flowing waters on November 14, 2010. On February 18, 2012, the Court upheld parts of the numeric nutrient criteria regulation, but found that the EPA had not adequately justified the criteria for streams and therefore concluded that the adoption of such criteria was arbitrary and capricious. The Court ordered the EPA to issue proposed or final numeric nutrient criteria for streams by May 21, 2012 (subject to the EPA seeking an extension of such time period pursuant to the terms of the 2009 consent decree). Subsequently, the Court granted the EPA's motion to allow the EPA to propose numeric nutrient criteria for streams by November 30, 2012 and to finalize such criteria by August 31, 2013.

        In December 2011, the State of Florida proposed its own numeric nutrient criteria for surface waters. The nitrogen and phosphorous criteria in the proposed rule are substantially identical to the federal rule, but the state proposal includes biological verification as a component of the criteria and adopts existing nutrient Total Maximum Daily Loads (TMDL) as applicable numeric criteria. The impact of these modifications could be to provide more flexibility with respect to nitrogen and phosphorous limits in wastewater discharge permits so long as such discharges do not impair the biological health of receiving water bodies. Environmental groups filed a challenge to the proposed state rule, but the rule was upheld by an administrative law judge on June 8, 2012 and became final. An appeal of the administrative decision upholding the rule is now pending before a Florida appellate court.

        On November 30, 2012, the EPA approved Florida's rule. However, because the EPA identified what it considered to be gaps in the scope of the waters covered by Florida's rule and potential legal issues that might bar the Florida rule from going into effect, the EPA, pursuant to the Court order described above, has again proposed numeric nutrient criteria for Florida streams. On March 15, 2013, the EPA and the FDEP announced an agreement in principle that would allow the EPA to withdraw its proposed rule subject to certain actions to be taken by FDEP and EPA.

        Notwithstanding the EPA's approval of the Florida rule, the federal criteria for lakes and inland waters previously upheld by the Court (excluding the criteria found to be arbitrary and capricious) became effective on January 6, 2013. The EPA intends to withdraw these criteria once the State of Florida completes all of the actions required pursuant to the aforementioned agreement in principle.

        The 2009 consent decree also requires the EPA to develop numeric nutrient criteria for Florida coastal and estuarine waters. The numeric criteria adopted by the State of Florida and approved by the EPA includes numeric criteria for some coastal and estuarine waters, but as with streams, EPA raised issues regarding the scope of coverage of Florida's regulation. Accordingly, on November 30, 2012, the EPA proposed numeric nutrient criteria for Florida coastal and estuarine waters. Pursuant to the March 2013 agreement in principle, the EPA intends to withdraw this proposed rule subject to actions to be taken by FDEP, EPA and the Florida legislature that will establish appropriate criteria for Florida coastal and estuarine waters in accordance with the timetable established in the agreement in principle.

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CF INDUSTRIES HOLDINGS, INC.

        On June 27, 2013, the EPA approved new and revised water quality standards submitted by the FDEP relating to the scope of coverage of the FDEP's numeric nutrient criteria for surface waters. On June 28, 2013, the EPA (i) issued a finding that Florida's numeric criteria were sufficient to protect those surface waters that the FDEP had determined were not to be covered by the state numeric criteria and (ii) based on this finding, filed a motion to modify the August 2009 consent decree to exclude these surface waters from EPA's obligations under the consent decree. The Court has not yet ruled on this motion.

        Depending on the developments discussed herein, federal or state numeric nutrient water quality criteria for Florida waters could result in substantially more stringent nitrogen and phosphorous limits in wastewater discharge permits for our mining, manufacturing and distribution operations in Florida. More stringent limits on wastewater discharge permits could increase our costs and limit our operations and, therefore, could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Louisiana Environmental Matters

Clean Air Act—Section 185 Fee

        Our Donaldsonville Nitrogen Complex is located in a five-parish region near Baton Rouge, Louisiana that, as of 2005, was designated as being in "severe" nonattainment with respect to the national ambient air quality standard (NAAQS) for ozone (the 1-hour ozone standard) pursuant to the Federal Clean Air Act (the Act). Section 185 of the Act requires states, in their state implementation plans, to levy a fee (Section 185 fee) on major stationary sources (such as the Donaldsonville facility) located in a severe nonattainment area that did not meet the 1-hour ozone standard by November 30, 2005. The fee was to be assessed for each calendar year (beginning in 2006) until the area achieved compliance with the ozone NAAQS.

        Prior to the imposition of Section 185 fees, the EPA adopted a new ozone standard (the 8-hour ozone standard) and rescinded the 1-hour ozone standard. The Baton Rouge area was designated as a "moderate" nonattainment area with respect to the 8-hour ozone standard. However, because Section 185 fees had never been assessed prior to the rescission of the 1-hour ozone standard (rescinded prior to the November 30, 2005 ozone attainment deadline), the EPA concluded in a 2004 rulemaking implementing the 8-hour ozone standard that the Act did not require states to assess Section 185 fees. As a result, Section 185 fees were not assessed against CF Industries and other companies located in the Baton Rouge area.

        In 2006, the federal D.C. Circuit Court of Appeals rejected the EPA's position and held that Section 185 fees were controls that must be maintained and fees should have been assessed under the Act. In January 2008, the U.S. Supreme Court declined to accept the case for review, making the appellate court's decision final.

        In July 2011, the EPA approved a revision to Louisiana's air pollution program that eliminated the requirement for Baton Rouge area companies to pay Section 185 fees, based on Baton Rouge's ultimate attainment of the 1-hour standard through permanent and enforceable emissions reductions. EPA's approval of the Louisiana air program revision became effective on August 8, 2011. However, a recent decision by the federal D.C. Circuit Court of Appeals struck down a similar, but perhaps distinguishable, EPA guidance document regarding alternatives to Section 185 fees. At this time, the viability of EPA's approval of Louisiana's elimination of Section 185 fees is uncertain. Regardless of the approach ultimately adopted by the EPA, we expect that it is likely to be challenged by the environmental community, the states, and/or affected industries. Therefore, the costs associated with compliance with the Act cannot be determined at this time, and we cannot reasonably estimate the impact on the Company's financial position, results of operations or cash flows.

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CF INDUSTRIES HOLDINGS, INC.

Clean Air Act Information Request

        On February 26, 2009, the Company received a letter from the EPA under Section 114 of the Act requesting information and copies of records relating to compliance with New Source Review and New Source Performance Standards at the Donaldsonville facility. The Company has completed the submittal of all requested information. There has been no further contact from the EPA regarding this matter.

Other

CERCLA/Remediation Matters

        From time to time, we receive notices from governmental agencies or third parties alleging that we are a potentially responsible party at certain cleanup sites under CERCLA or other environmental cleanup laws. In 2011, we received a notice from the Idaho Department of Environmental Quality (IDEQ) that alleged that we were a potentially responsible party for the cleanup of a former phosphate mine site we owned in the late 1950s and early 1960s located in Georgetown Canyon, Idaho. The current owner of the property and a former mining contractor received similar notices for the mine site. IDEQ requested that each party indicate its willingness to enter into negotiations for a remedial investigation of the site. The current owner indicated a willingness to negotiate. While reserving all rights and not admitting liability, we also indicated a willingness to negotiate. Negotiations are continuing. We are not able to estimate at this time our potential liability, if any, with respect to the cleanup of the site. However, based on currently available information, we do not expect that any remedial or financial obligations we may be subject to involving this or other cleanup sites will have a material adverse effect on our business, financial condition, results of operations or cash flows.

19.   Segment Disclosures

        We are organized and managed based on two business segments, which are differentiated primarily by their products, the markets they serve and the regulatory environments in which they operate. Our two business segments are the nitrogen segment and the phosphate segment. The Company's management uses gross margin to evaluate segment performance and allocate resources. Total other operating costs and expenses (consisting of selling, general and administrative expenses and other operating-net) and non-operating expenses (interest and income taxes), are centrally managed and are not included in the measurement of segment profitability reviewed by management.

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CF INDUSTRIES HOLDINGS, INC.

        Segment data for sales, cost of sales and gross margin for the three and six months ended June 30, 2013 and 2012 are presented in the table below.

	Nitrogen		Phosphate		Consolidated
	(in millions)
Three months ended June 30, 2013
Net sales
Ammonia	$	586.8	$	—	$	586.8
Granular urea		271.1		—		271.1
UAN		556.1		—		556.1
AN		65.2		—		65.2
DAP		—		137.4		137.4
MAP		—		52.3		52.3
Other		46.0		—		46.0
		1,525.2		189.7		1,714.9
Cost of sales		678.0		171.7		849.7
Gross margin	$	847.2	$	18.0	$	865.2
Total other operating costs and expenses						41.0
Equity in earnings of operating affiliates						9.5
Operating earnings					$	833.7
Three months ended June 30, 2012
Net sales
Ammonia	$	503.5	$	—	$	503.5
Granular urea		361.8		—		361.8
UAN		527.7		—		527.7
AN		64.1		—		64.1
DAP		—		173.7		173.7
MAP		—		57.8		57.8
Other		47.0		—		47.0
		1,504.1		231.5		1,735.6
Cost of sales		511.2		181.1		692.3
Gross margin	$	992.9	$	50.4	$	1,043.3
Total other operating costs and expenses						52.1
Equity in earnings of operating affiliates						13.8
Operating earnings					$	1,005.0

33

CF INDUSTRIES HOLDINGS, INC.

	Nitrogen		Phosphate		Consolidated
	(in millions)
Six months ended June 30, 2013
Net sales
Ammonia	$	787.2	$	—	$	787.2
Granular urea		534.7		—		534.7
UAN		1,094.0		—		1,094.0
AN		120.1		—		120.1
DAP		—		334.0		334.0
MAP		—		94.6		94.6
Other		86.8		—		86.8
		2,622.8		428.6		3,051.4
Cost of sales		1,128.0		383.1		1,511.1
Gross margin	$	1,494.8	$	45.5	$	1,540.3
Total other operating costs and expenses						99.9
Equity in earnings of operating affiliates						21.1
Operating earnings					$	1,461.5
Six months ended June 30, 2012
Net sales
Ammonia	$	905.2	$	—	$	905.2
Granular urea		711.2		—		711.2
UAN		951.4		—		951.4
AN		127.9		—		127.9
DAP		—		383.0		383.0
MAP		—		104.4		104.4
Other		80.1		—		80.1
		2,775.8		487.4		3,263.2
Cost of sales		1,120.8		387.3		1,508.1
Gross margin	$	1,655.0	$	100.1	$	1,755.1
Total other operating costs and expenses						108.2
Equity in earnings of operating affiliates						29.3
Operating earnings					$	1,676.2

        Total assets at June 30, 2013 and December 31, 2012, are presented below.

	Nitrogen		Phosphate		Other		Consolidated
	(in millions)
Assets
June 30, 2013	$	6,276.4	$	816.1	$	3,159.1	$	10,251.6
December 31, 2012	$	5,991.5	$	795.2	$	3,380.2	$	10,166.9

        The Other category of assets in the table above includes amounts attributable to corporate headquarters and unallocated corporate assets, such as our cash and cash equivalents, short-term investments, equity method investments and other investments.

34

CF INDUSTRIES HOLDINGS, INC.

20.   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 the Notes issued by CF Industries, Inc. (CF Industries), a 100% owned subsidiary of CF Industries Holdings, Inc. (Parent), described in Note 14, 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 Securities and Exchange Commission on April 22, 2013. Under the supplemental indentures governing the Notes, the Notes are to be guaranteed by Parent and each of its current and future subsidiaries, other than CF Industries, that from time to time is a borrower or guarantor under the Credit Agreement, or any renewal, replacement or refinancing thereof. As of June 30, 2013, none of such subsidiaries of Parent was, or was required to be, a guarantor of the Notes. In the event that a subsidiary of Parent, other than CF Industries, becomes a borrower or a guarantor under the Credit Agreement, it would be required to become a guarantor of 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, 2013 and 2012, and condensed consolidating balance sheets for Parent, CF Industries and the Other Subsidiaries as of June 30, 2013 and December 31, 2012. 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 or the Other Subsidiaries on a stand-alone basis.

        In this condensed consolidating financial information, 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.

35

CF INDUSTRIES HOLDINGS, INC.

Condensed, Consolidating Statement of Operations

	Three months ended June 30, 2013
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net sales	$	—		$	269.8		$	1,752.2		$	(307.1	)	$	1,714.9
Cost of sales		—			200.5			955.1			(305.9	)		849.7
Gross margin		—			69.3			797.1			(1.2	)		865.2
Selling, general and administrative expenses		0.7			3.2			40.6			—			44.5
Other operating—net		—			3.2			(6.7	)		—			(3.5	)
Total other operating costs and expenses		0.7			6.4			33.9			—			41.0
Equity in earnings of operating affiliates		—			—			9.5			—			9.5
Operating earnings (loss)		(0.7	)		62.9			772.7			(1.2	)		833.7
Interest expense		—			36.1			(3.5	)		(0.3	)		32.3
Interest income		—			(0.2	)		(1.1	)		0.3			(1.0	)
Net (earnings) of wholly-owned subsidiaries		(498.6	)		(481.3	)		—			979.9			—
Other non-operating—net		—			—			(0.3	)		—			(0.3	)
Earnings before income taxes and equity in losses of non-operating affiliates		497.9			508.3			777.6			(981.1	)		802.7
Income tax provision (benefit)		(0.3	)		9.6			273.6			—			282.9
Equity in losses of non-operating affiliates—net of taxes		—			(0.1	)		(1.6	)		—			(1.7	)
Net earnings		498.2			498.6			502.4			(981.1	)		518.1
Less: Net earnings attributable to noncontrolling interest		—			—			21.1			(1.2	)		19.9
Net earnings attributable to common stockholders	$	498.2		$	498.6		$	481.3		$	(979.9	)	$	498.2

Condensed, Consolidating Statement of Comprehensive Income

	Three months ended June 30, 2013
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net earnings	$	498.2		$	498.6		$	502.4		$	(981.1	)	$	518.1
Other comprehensive income		(5.2	)		(5.2	)		(5.3	)		10.4			(5.3	)
Comprehensive income		493.0			493.4			497.1			(970.7	)		512.8
Less: Comprehensive income attributable to noncontrolling interest		—			—			21.1			(1.3	)		19.8
Comprehensive income attributable to common stockholders	$	493.0		$	493.4		$	476.0		$	(969.4	)	$	493.0

36

CF INDUSTRIES HOLDINGS, INC.

Condensed, Consolidating Statement of Operations

	Six months ended June 30, 2013
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net sales	$	—		$	604.7		$	3,167.0		$	(720.3	)	$	3,051.4
Cost of sales		—			422.5			1,804.9			(716.3	)		1,511.1
Gross margin		—			182.2			1,362.1			(4.0	)		1,540.3
Selling, general and administrative expenses		1.7			4.8			82.3			—			88.8
Other operating—net		—			9.3			1.8			—			11.1
Total other operating costs and expenses		1.7			14.1			84.1			—			99.9
Equity in earnings of operating affiliates		—			—			21.1			—			21.1
Operating earnings (loss)		(1.7	)		168.1			1,299.1			(4.0	)		1,461.5
Interest expense		—			65.5			6.8			(0.9	)		71.4
Interest income		—			(0.6	)		(3.4	)		0.9			(3.1	)
Net (earnings) of wholly-owned subsidiaries		(905.8	)		(839.6	)		—			1,745.4			—
Other non-operating—net		—			—			54.4			—			54.4
Earnings before income taxes and equity in earnings of non-operating affiliates		904.1			942.8			1,241.3			(1,749.4	)		1,338.8
Income tax provision (benefit)		(0.6	)		36.9			354.0			—			390.3
Equity in loss of non-operating affiliates—net of taxes		—			(0.1	)		(0.9	)		—			(1.0	)
Net earnings		904.7			905.8			886.4			(1,749.4	)		947.5
Less: Net earnings attributable to noncontrolling interest		—			—			46.8			(4.0	)		42.8
Net earnings attributable to common stockholders	$	904.7		$	905.8		$	839.6		$	(1,745.4	)	$	904.7

Condensed, Consolidating Statement of Comprehensive Income

	Six months ended June 30, 2013
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net earnings	$	904.7		$	905.8		$	886.4		$	(1,749.4	)	$	947.5
Other comprehensive income		(65.7	)		(65.7	)		(112.4	)		177.4			(66.4	)
Comprehensive income		839.0			840.1			774.0			(1,572.0	)		881.1
Less: Comprehensive income attributable to noncontrolling interest		—			—			46.8			(4.7	)		42.1
Comprehensive income attributable to common stockholders	$	839.0		$	840.1		$	727.2		$	(1,567.3	)	$	839.0

37

CF INDUSTRIES HOLDINGS, INC.

Condensed, Consolidating Statement of Operations

	Three months ended June 30, 2012
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net sales	$	—		$	1,055.7		$	825.6		$	(145.7	)	$	1,735.6
Cost of sales		—			436.2			293.6			(37.5	)		692.3
Gross margin		—			619.5			532.0			(108.2	)		1,043.3
Selling, general and administrative expenses		1.0			34.9			5.4			—			41.3
Other operating—net		—			8.6			2.2			—			10.8
Total other operating costs and expenses		1.0			43.5			7.6			—			52.1
Equity in earnings of operating affiliates		—			(3.3	)		17.1			—			13.8
Operating earnings (loss)		(1.0	)		572.7			541.5			(108.2	)		1,005.0
Interest expense		—			42.8			2.8			(0.3	)		45.3
Interest income		—			(0.2	)		(0.1	)		0.3			—
Net earnings of wholly-owned subsidiaries		(607.0	)		(261.5	)		—			868.5			—
Other non-operating—net		—			—			(0.6	)		—			(0.6	)
Earnings before income taxes and equity in earnings (loss) of non-operating affiliates		606.0			791.6			539.4			(976.7	)		960.3
Income tax provision (benefit)		(0.3	)		184.5			125.0			—			309.2
Equity in earnings (loss) of non-operating affiliates—net of taxes		—			(0.1	)		27.3			—			27.2
Net earnings		606.3			607.0			441.7			(976.7	)		678.3
Less: Net earnings attributable to noncontrolling interest		—			—			180.2			(108.2	)		72.0
Net earnings attributable to common stockholders	$	606.3		$	607.0		$	261.5		$	(868.5	)	$	606.3

Condensed, Consolidating Statement of Comprehensive Income

	Three months ended June 30, 2012
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net earnings	$	606.3		$	607.0		$	441.7		$	(976.7	)	$	678.3
Other comprehensive loss		(3.2	)		(3.2	)		(4.9	)		7.7			(3.6	)
Comprehensive income		603.1			603.8			436.8			(969.0	)		674.7
Less: Comprehensive income attributable to the noncontrolling interest		—			—			180.2			(108.6	)		71.6
Comprehensive income attributable to common stockholders	$	603.1		$	603.8		$	256.6		$	(860.4	)	$	603.1

38

CF INDUSTRIES HOLDINGS, INC.

Condensed, Consolidating Statement of Operations

	Six months ended June 30, 2012
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net sales	$	—		$	1,971.6		$	1,556.0		$	(264.4	)	$	3,263.2
Cost of sales		—			956.9			620.7			(69.5	)		1,508.1
Gross margin		—			1,014.7			935.3			(194.9	)		1,755.1
Selling, general and administrative expenses		1.5			61.7			11.9			—			75.1
Other operating—net		—			15.8			17.3			—			33.1
Total other operating costs and expenses		1.5			77.5			29.2			—			108.2
Equity in earnings of operating affiliates		—			1.1			28.2			—			29.3
Operating earnings (loss)		(1.5	)		938.3			934.3			(194.9	)		1,676.2
Interest expense		—			71.0			5.6			(0.4	)		76.2
Interest income		—			(0.4	)		(0.4	)		0.4			(0.4	)
Net (earnings) of wholly-owned subsidiaries		(975.8	)		(413.0	)		—			1,388.8			—
Other non-operating—net		—			0.2			(0.9	)		—			(0.7	)
Earnings before income taxes and equity in earnings of non-operating affiliates		974.3			1,280.5			930.0			(1,583.7	)		1,601.1
Income tax provision (benefit)		(0.4	)		304.6			211.8			—			516.0
Equity in earnings (loss) of non-operating affiliates—net of taxes		—			(0.1	)		25.0			—			24.9
Net earnings		974.7			975.8			743.2			(1,583.7	)		1,110.0
Less: Net earnings attributable to noncontrolling interest		—			—			330.2			(194.9	)		135.3
Net earnings attributable to common stockholders	$	974.7		$	975.8		$	413.0		$	(1,388.8	)	$	974.7

Condensed, Consolidating Statement of Comprehensive Income

	Six months ended June 30, 2012
	Parent		CF Industries		Other Subsidiaries		Eliminations			Consolidated
	(in millions)
Net earnings	$	974.7	$	975.8	$	743.2	$	(1,583.7	)	$	1,110.0
Other comprehensive income		24.0		24.0		20.8		(44.6	)		24.2
Comprehensive income		998.7		999.8		764.0		(1,628.3	)		1,134.2
Less: Comprehensive income attributable to the noncontrolling interest		—		—		330.2		(194.8	)		135.4
Comprehensive income attributable to common stockholders	$	998.7	$	999.8	$	433.8	$	(1,433.5	)	$	998.8

39

CF INDUSTRIES HOLDINGS, INC.

Condensed, Consolidating Balance Sheet

	June 30, 2013
	Parent			CF Industries			Other Subsidiaries			Eliminations and Reclassifications			Consolidated
	(in millions)
Assets
Current assets:
Cash and cash equivalents	$	0.1		$	25.0		$	1,909.0		$	—		$	1,934.1
Restricted cash		—			—			74.2			—			74.2
Accounts and notes receivable-net		18.3			284.7			749.7			(758.4	)		294.3
Inventories—net		—			68.5			252.5			—			321.0
Prepaid income taxes		0.6			—			25.3			(1.4	)		24.5
Deferred income taxes		—			123.1			44.9			(123.1	)		44.9
Other		—			1.4			49.6			(24.5	)		26.5
Total current assets		19.0			502.7			3,105.2			(907.4	)		2,719.5
Property, plant and equipment—net		—			448.9			3,637.6			—			4,086.5
Asset retirement obligation funds		—			200.8			—			—			200.8
Investments in and advances to affiliates		4,640.4			7,576.5			898.4			(12,216.7	)		898.6
Due from affiliates		570.7			—			1.7			(572.4	)		—
Goodwill		—			0.9			2,063.6			—			2,064.5
Other assets		—			78.5			203.2			—			281.7
Total assets	$	5,230.1		$	8,808.3		$	9,909.7		$	(13,696.5	)	$	10,251.6
Liabilities and Equity
Current liabilities:
Accounts and notes payable and accrued expenses	$	251.5		$	317.6		$	679.3		$	(758.5	)	$	489.9
Income taxes payable		—			41.8			—			(25.9	)		15.9
Customer advances		—			—			67.7			—			67.7
Other		—			—			3.6			—			3.6
Total current liabilities		251.5			359.4			750.6			(784.4	)		577.1
Long-term debt		—			3,098.0			—			—			3,098.0
Deferred income taxes		—			—			906.3			(123.1	)		783.2
Due to affiliates		—			572.4			—			(572.4	)		—
Other noncurrent liabilities		—			138.3			311.6			—			449.9
Equity:
Stockholders' equity:
Preferred stock		—			—			16.4			(16.4	)		—
Common stock		0.6			—			1.1			(1.1	)		0.6
Paid-in capital		1,653.5			(12.7	)		7,823.0			(7,810.3	)		1,653.5
Retained earnings		3,673.1			4,768.2			(148.8	)		(4,619.4	)		3,673.1
Treasury stock		(233.3	)		—			—			—			(233.3	)
Accumulated other comprehensive income (loss)		(115.3	)		(115.3	)		(115.3	)		230.6			(115.3	)
Total stockholders' equity		4,978.6			4,640.2			7,576.4			(12,216.6	)		4,978.6
Noncontrolling interest		—			—			364.8			—			364.8
Total equity		4,978.6			4,640.2			7,941.2			(12,216.6	)		5,343.4
Total liabilities and equity	$	5,230.1		$	8,808.3		$	9,909.7		$	(13,696.5	)	$	10,251.6

40

CF INDUSTRIES HOLDINGS, INC.

Condensed, Consolidating Balance Sheet

	December 31, 2012
	Parent			CF Industries			Other Subsidiaries			Eliminations and Reclassifications			Consolidated
	(in millions)
Assets
Current assets:
Cash and cash equivalents	$	—		$	440.8		$	1,834.1		$	—		$	2,274.9
Accounts and notes receivable—net		—			145.1			1,007.9			(935.6	)		217.4
Income taxes receivable		—			642.1			—			(642.1	)		—
Inventories—net		—			193.1			84.8			—			277.9
Deferred income taxes		—			9.5			—			—			9.5
Other		—			15.4			12.5			—			27.9
Total current assets		—			1,446.0			2,939.3			(1,577.7	)		2,807.6
Property, plant and equipment—net		—			1,008.1			2,892.4			—			3,900.5
Deferred income taxes		—			50.7			—			(50.7	)		—
Asset retirement obligation funds		—			200.8			—			—			200.8
Investments in and advances to affiliates		5,331.5			6,291.4			935.2			(11,622.5	)		935.6
Due from affiliates		570.7			—			1.8			(572.5	)		—
Goodwill		—			0.9			2,063.6			—			2,064.5
Other assets		—			136.5			121.4			—			257.9
Total assets	$	5,902.2		$	9,134.4		$	8,953.7		$	(13,823.4	)	$	10,166.9
Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses	$	—		$	222.6		$	159.3		$	(15.4	)	$	366.5
Income taxes payable		—			—			829.2			(642.1	)		187.1
Customer advances		—			247.9			132.8			—			380.7
Notes payable		—			900.0			14.6			(909.6	)		5.0
Distributions payable to noncontrolling interest		—			—			15.7			(10.4	)		5.3
Other		—			4.5			1.1			—			5.6
Total current liabilities		—			1,375.0			1,152.7			(1,577.5	)		950.2
Long-term debt		—			1,600.0			—			—			1,600.0
Deferred income taxes		—			—			989.5			(50.7	)		938.8
Due to affiliates		—			572.5			—			(572.5	)		—
Other noncurrent liabilities		—			255.4			140.3			—			395.7
Equity:
Stockholders' equity:
Preferred stock		—			—			65.3			(65.3	)		—
Common stock		0.6			—			154.3			(154.3	)		0.6
Paid-in capital		2,492.3			739.8			4,493.6			(5,233.3	)		2,492.4
Retained earnings		3,461.2			4,641.3			1,598.3			(6,239.7	)		3,461.1
Treasury stock		(2.3	)		—			—			—			(2.3	)
Accumulated other comprehensive income (loss)		(49.6	)		(49.6	)		(2.9	)		52.5			(49.6	)
Total stockholders' equity		5,902.2			5,331.5			6,308.6			(11,640.1	)		5,902.2
Noncontrolling interest		—			—			362.6			17.4			380.0
Total equity		5,902.2			5,331.5			6,671.2			(11,622.7	)		6,282.2
Total liabilities and equity	$	5,902.2		$	9,134.4		$	8,953.7		$	(13,823.4	)	$	10,166.9

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CF INDUSTRIES HOLDINGS, INC.

Condensed, Consolidating Statement of Cash Flows

	Six months ended June 30, 2013
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating Activities:
Net earnings	$	904.7		$	905.8		$	886.4		$	(1,749.4	)	$	947.5
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities
Depreciation, depletion and amortization		—			29.5			184.2			—			213.7
Deferred income taxes		—			—			(44.3	)		—			(44.3	)
Stock compensation expense		6.0			—			0.2			—			6.2
Excess tax benefit from stock-based compensation		(9.6	)		—			—			—			(9.6	)
Unrealized loss (gain) on derivatives		—			—			6.7			—			6.7
Loss (gain) on disposal of property, plant and equipment		—			—			4.2			—			4.2
Undistributed loss (earnings) of affiliates—net		(905.8	)		(843.6	)		(1.8	)		1,749.4			(1.8	)
Due to / from affiliates—net		9.6			(0.1	)		(9.5	)		—			—
Changes in:
Accounts and notes receivable—net		(18.8	)		(208.9	)		(511.2	)		683.3			(55.6	)
Inventories—net		—			(9.1	)		(34.8	)		—			(43.9	)
Accrued income taxes		(0.6	)		36.2			(224.0	)		—			(188.4	)
Accounts and notes payable and accrued expenses		185.4			245.8			287.4			(683.8	)		34.8
Customer advances		—			—			(313.0	)		—			(313.0	)
Other—net		—			1.7			9.6			0.5			11.8
Net cash provided by (used in) operating activities		170.9			157.3			240.1			—			568.3
Investing Activities:
Additions to property, plant and equipment		—			(40.3	)		(362.2	)		—			(402.5	)
Proceeds from sale of property, plant and equipment		—			—			7.5			—			7.5
Sales and maturities of short-term and auction rate securities		—			5.6			—			—			5.6
Deposits to restricted cash funds		—			—			(74.2	)		—			(74.2	)
Other—net		—			—			(2.3	)		—			(2.3	)
Net cash provided by (used in) investing activities		—			(34.7	)		(431.2	)		—			(465.9	)
Financing Activities:
Proceeds from long-term borrowings		—			1,498.0			—			—			1,498.0
Short-term Debt—net		—			(942.2	)		942.2			—			—
Financing fees		—			(13.6	)		—			—			(13.6	)
Dividends paid on common stock		(48.9	)		(778.9	)		(48.9	)		827.8			(48.9	)
Dividends to / from affiliates		778.9			48.9			—			(827.8	)		—
Distributions to/from noncontrolling interest		—			14.3			(60.1	)		—			(45.8	)
Purchase of treasury stock		(915.6	)		—			—			—			(915.6	)
Acquisitions of noncontrolling interests in CFL		—			(364.9	)		(553.8	)		—			(918.7	)
Issuances of common stock under employee stock plans		5.2			—			—			—			5.2
Excess tax benefit from stock-based compensation		9.6			—			—			—			9.6
Net cash provided by (used in) financing activities		(170.8	)		(538.4	)		279.4			—			(429.8	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(13.4	)		—			(13.4	)
Increase (decrease) in cash and cash equivalents		0.1			(415.8	)		74.9			—			(340.8	)
Cash and cash equivalents at beginning of period		—			440.8			1,834.1			—			2,274.9
Cash and cash equivalents at end of period	$	0.1		$	25.0		$	1,909.0		$	—		$	1,934.1

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CF INDUSTRIES HOLDINGS, INC.

Condensed, Consolidating Statement of Cash Flows

	Six months ended June 30, 2012
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating Activities:
Net earnings	$	974.7		$	975.8		$	743.2		$	(1,583.7	)	$	1,110.0
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation, depletion and amortization		—			69.1			149.9			—			219.0
Deferred income taxes		—			7.7			5.5			—			13.2
Stock compensation expense		5.1			—			0.5			—			5.6
Excess tax benefit from stock-based compensation		(15.4	)		—			—			—			(15.4	)
Unrealized loss (gain) on derivatives		—			(19.6	)		(2.1	)		—			(21.7	)
(Gain) loss on disposal of property, plant and equipment		—			0.9			2.7			—			3.6
Undistributed (earnings) of affiliates—net		(975.8	)		(609.3	)		(20.6	)		1,583.7			(22.0	)
Due to/from affiliates—net		490.2			(489.8	)		(0.4	)		—			—
Changes in:
Accounts and notes receivable—net		—			(188.7	)		(501.4	)		600.5			(89.6	)
Margin deposits		—			0.8			0.1			—			0.9
Inventories—net		—			58.3			18.1			—			76.4
Accrued income taxes		—			(292.7	)		181.9			—			(110.8	)
Accounts and notes payable and accrued expenses		0.4			608.0			(1.6	)		(600.5	)		6.3
Customer advances		—			(89.9	)		(46.3	)		—			(136.2	)
Other—net		—			(2.5	)		11.9			—			9.4
Net cash provided by operating activities		479.2			28.1			541.4			—			1,048.7
Investing Activities:
Additions to property, plant and equipment		—			(96.2	)		(61.6	)		—			(157.8	)
Proceeds from sale of property, plant and equipment		—			7.2			—			—			7.2
Sales and maturities of short-term and auction rate securities		—			16.0			—			—			16.0
Deposit to asset retirement funds		—			(2.2	)		—			—			(2.2	)
Net cash used in investing activities		—			(75.2	)		(61.6	)		—			(136.8	)
Financing Activities:
Payments of long-term debt		—			—			(13.0	)		—			(13.0	)
Dividends paid on common stock		(52.3	)		—			—			—			(52.3	)
Dividends to/from affiliates		52.3			(52.3	)		—			—			—
Distributions to/from noncontrolling interest		—			300.5			(493.8	)		—			(193.3	)
Purchase of treasury stock		(500.0	)		—			—			—			(500.0	)
Issuances of common stock under employee stock plans		5.4			—			—			—			5.4
Excess tax benefit from stock-based compensation		15.4			—			—			—			15.4
Net cash (used in) provided by financing activities		(479.2	)		248.2			(506.8	)		—			(737.8	)
Effect of exchange rate changes on cash and cash equivalents		—			(6.0	)		7.9			—			1.9
Increase in cash and cash equivalents		—			195.1			(19.1	)		—			176.0
Cash and cash equivalents at beginning of period		—			98.7			1,108.3			—			1,207.0
Cash and cash equivalents at end of period	$	—		$	293.8		$	1,089.2		$	—		$	1,383.0

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CF INDUSTRIES HOLDINGS, INC.

21.   Subsequent Event

        In July 2013, we repurchased 0.7 million of the Company's common shares for $130.0 million as part of the $3.0 billion share repurchase program announced in the third quarter of 2012 (see Note 16—Treasury Stock). Together with the 5.1 million shares repurchased during the first six months of 2013, these repurchases bring the total repurchased shares to date under this program to 5.8 million for an aggregate expenditure of $1.1 billion.

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CF INDUSTRIES HOLDINGS, INC.

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read the following discussion and analysis in conjunction with our annual consolidated financial statements and related notes, which were included in our 2012 Annual Report on Form 10-K filed with the SEC on February 27, 2013, as well as Item 1, Financial Statements, in this Form 10-Q. All references to "CF Holdings," "we," "us" and "our" refer to CF Industries Holdings, Inc. and its subsidiaries, except where the context makes clear that the reference is only to CF Holdings itself and not its subsidiaries. Footnotes referenced in this discussion and analysis refer to the notes to unaudited interim consolidated financial statements that are found in the preceding section: Item 1. Financial Statements. The following is an outline of the discussion and analysis included herein:

•

Overview of CF Holdings

•

Our Company

•

Items Affecting Comparability of Results

•

Financial Executive Summary

•

Results of Consolidated Operations

•

Second Quarter of 2013 Compared to Second Quarter of 2012

•

Six Months Ended June 30, 2013 Compared to Six Months Ended June 30, 2012

•

Operating Results by Business Segment

•

Liquidity and Capital Resources

•

Off-Balance Sheet Arrangements

•

Critical Accounting Policies and Estimates

•

Recent Accounting Pronouncements

•

Forward Looking Statements

Overview of CF Holdings

Our Company

        We are one of the largest manufacturers and distributors of nitrogen and phosphate fertilizer products in the world. Our operations are organized into two business segments—the nitrogen segment and the phosphate segment. Our principal customers are cooperatives and independent fertilizer distributors. Our principal fertilizer products in the nitrogen segment are ammonia, granular urea, urea ammonium nitrate solution, or UAN, and ammonium nitrate, or AN. Our other nitrogen products include urea liquor, diesel exhaust fluid, or DEF, and aqua ammonia, which are sold primarily to our industrial customers. Our principal fertilizer products in the phosphate segment are diammonium phosphate, or DAP, and monoammonium phosphate, or MAP.

        Our core market and distribution facilities are concentrated in the midwestern United States and other major agricultural areas of the U.S. and Canada. We also export nitrogen fertilizer products from our Donaldsonville, Louisiana manufacturing facilities and phosphate fertilizer products from our Florida phosphate operations through our Tampa, Florida port facility.

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CF INDUSTRIES HOLDINGS, INC.

        Our principal assets include:

•

six nitrogen fertilizer manufacturing facilities in Donaldsonville, Louisiana (the largest nitrogen fertilizer complex in North America), Medicine Hat, Alberta (the largest nitrogen fertilizer complex in Canada), Port Neal, Iowa, Courtright, Ontario, Yazoo City, Mississippi, and Woodward, Oklahoma;

•

a 75.3% interest in Terra Nitrogen Company, L.P. (TNCLP), a publicly traded limited partnership of which we are the sole general partner and the majority limited partner and which, through its subsidiary Terra Nitrogen, Limited Partnership (TNLP), operates a nitrogen fertilizer manufacturing facility in Verdigris, Oklahoma;

•

one of the largest integrated ammonium phosphate fertilizer complexes in the United States in Plant City, Florida;

•

the most-recently constructed phosphate rock mine and associated beneficiation plant in the United States in Hardee County, Florida;

•

an extensive system of terminals and associated transportation equipment located primarily in the midwestern United States; and

•

joint venture investments that we account for under the equity method, which consist of:

•

a 50% interest in GrowHow UK Limited (GrowHow), a nitrogen products production joint venture located in the United Kingdom and serving primarily the British agricultural and industrial markets;

•

a 50% interest in Point Lisas Nitrogen Limited (PLNL), an ammonia production joint venture located in the Republic of Trinidad and Tobago; and

•

a 50% interest in KEYTRADE AG (Keytrade), a global fertilizer trading company headquartered near Zurich, Switzerland.

Items Affecting Comparability of Results

CFL Selling Price Modification

        Prior to April 30, 2013, CF Industries, Inc. (CF Industries) owned 49% of the voting common shares and 66% of the non-voting preferred shares of Canadian Fertilizers Limited (CFL), an Alberta, Canada based nitrogen fertilizer manufacturer and had the right to purchase 66% of the production of CFL. Also prior to April 30, 2013, Viterra, Inc. (Viterra) held 34% of the equity ownership of CFL and had the right to purchase up to 34% of CFL's production. Both CF Industries and Viterra were entitled to receive distributions of net earnings of CFL based upon their respective purchases from CFL. CFL was a variable interest entity that was consolidated in our financial statements. On April 30, 2013, CF Industries completed the acquisitions of all of the outstanding interests in CFL that it did not already own and CFL became a wholly owned subsidiary of ours.

        CF Industries' and Viterra's purchases of nitrogen fertilizer products from CFL were made under product purchase agreements, and the selling prices were determined under the provisions of these agreements. An initial selling price was paid to CFL based upon CFL's production cost plus an agreed-upon margin once title passed as the product was shipped. At the end of the year, the difference between the market price realized on sales of products purchased from CFL and the price based on production cost plus an agreed-upon margin was paid to CFL. The sales revenue attributable to this difference was accrued by us on an interim basis. Until April 30, 2013 when CFL became a wholly owned subsidiary in our financial statements, net sales and accounts receivable attributable to

46

CF INDUSTRIES HOLDINGS, INC.

CFL were solely generated by transactions with Viterra, as all transactions with CF Industries were eliminated in consolidation in our financial statements.

        In the fourth quarter of 2012, the CFL Board of Directors approved an amendment to the product purchase agreements retroactive to January 1, 2012 that modified the selling prices that CFL charged for products sold to Viterra and CF Industries which eliminated the requirement to pay to CFL the difference between the market price realized and the price based on production cost plus an agreed-upon margin. The following summarizes the selling prices in the product purchase agreements that impacted our results both before and after the effective date of the amendment.

•

For sales prior to October 1, 2012, our consolidated financial statements reflected the market based selling prices for products purchased from CFL, including sales made by CFL to Viterra.

•

For sales on or after October 1, 2012 and before April 30, 2013, CFL selling prices were based on production cost plus an agreed-upon margin.

•

Starting on April 30, 2013, CFL became a wholly owned subsidiary of CF Industries. Once CFL became a wholly owned subsidiary, CF Industries began purchasing all of the output of CFL for resale and reported those sales in its consolidated financial statements at market prices.

        The selling price amendments to the product purchase agreements impact the comparability of our financial results. These changes affect the year-over-year comparability of net sales, gross margin, operating earnings, earnings before income taxes and net earnings attributable to noncontrolling interest for the first four months of 2013, but do not impact the comparability of our net earnings attributable to common stockholders or net cash flows for the same period.

        In order to provide comparable information for the periods presented, certain financial information is being provided for the prior year comparable periods adjusted as if the current year CFL pricing calculation methodologies had been used in the prior year comparable period. For example, in the current year second quarter, CFL's sales are included in our consolidated financial results as follows. For the period April 1, 2013 to April 30, 2013, CFL's sales to Viterra are reflected at cost plus an agreed upon margin. For the period May 1, 2013 to June 30, 2013, CFL was a wholly owned subsidiary and all sales of CFL production purchased by CF Industries are included at market prices.

        We report our financial results in accordance with U.S. generally accepted accounting principles (GAAP). Management believes that the presentation in this report of non-GAAP financial measures of certain adjusted data and the period-to-period percentage changes in them, provides investors with additional meaningful information to assess period-to-period changes in our underlying operating performance. This includes net sales, gross margin, net earnings attributable to the noncontrolling interest, nitrogen net sales, nitrogen gross margin, nitrogen gross margin as a percentage of nitrogen net sales, and average selling prices per ton of ammonia and urea presented on an as adjusted basis as if all CFL sales to Viterra had been priced based on the modified pricing calculation methodology (production cost plus the agreed-upon margin) beginning January 1, 2012. These non-GAAP financial measures are provided only for the purpose of facilitating comparisons between the second quarters and six month periods operating performance and do not purport to represent what our actual consolidated results of operations would have been had the amendment to the CFL product purchase agreements been in effect beginning on January 1, 2012, nor are they necessarily indicative of our future consolidated results of operations. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP.

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CF INDUSTRIES HOLDINGS, INC.

Net Operating Loss (NOL) Settlement

        At the time of our Initial Public Offering (IPO) in 2005, we had accumulated a substantial amount of NOLs. Due to the uncertainty of realizing the tax benefit from the NOLs when we ceased to be a non-exempt cooperative for income tax purposes and became a public company, a full valuation allowance was recorded against the benefit of those NOLs. At that time, we entered into an agreement (NOL Agreement) with the pre-IPO owners under which they would benefit should any of the pre-IPO NOLs be realized in future years by using the NOLs to offset post-IPO taxable income. If this were to occur, we would pay the pre-IPO owners amounts equal to the resulting federal and state income taxes actually saved. At December 31, 2012, the NOLs had a potential tax benefit of $94.3 million, which had been fully reserved by the valuation allowance.

        In January 2013, we and the pre-IPO owners amended the NOL Agreement to provide, among other things, that we would be entitled to retain 26.9% of any settlement realized and 73.1% will be payable to them.

        In March 2013, we entered into a Closing Agreement with the IRS to resolve the tax treatment of the pre-IPO NOLs. Pursuant to the Closing Agreement, we have agreed with the IRS that we will be entitled to a tax deduction equal to a portion of the NOLs over five years commencing with the 2012 tax year. The $20.6 million net benefit from this NOL settlement was recognized in the first quarter of 2013 as follows:

•

NOL tax benefits of $75.8 million were recognized which reduced income tax expense.

•

A charge of $55.2 million was recognized for the 73.1% portion of the NOL benefit that will be paid to the pre-IPO owners as the tax benefits are realized. The $55.2 million charge is recognized in the consolidated statement of operations in Other non-operating—net.

Financial Executive Summary

•

We reported net earnings attributable to common stockholders of $498.2 million in the second quarter of 2013 compared to net earnings of $606.3 million in the same quarter of 2012. Our results for the second quarter of 2013 included $18.0 million pre-tax unrealized mark-to-market losses ($11.4 million after tax) on natural gas derivatives and $4.0 million of realized and unrealized net gains ($2.5 million after tax) on foreign currency derivatives related to our capacity expansion projects in Donaldsonville, Louisiana, and Port Neal, Iowa.

•

Diluted net earnings per share attributable to common stockholders decreased 10% to $8.38 in the second quarter of 2013 from $9.31 for the same quarter of 2012 due to lower earnings partially offset by lower average outstanding common shares due to our share repurchase programs.

•

Net earnings attributable to common stockholders of $606.3 million for the second quarter of 2012 included $77.6 million net pre-tax unrealized mark-to-market gains ($48.2 million after tax) on natural gas derivatives and a $15.2 million charge ($9.4 million after tax) for the accelerated amortization of deferred loan fees associated with the termination of our former senior secured credit agreement (the 2010 Credit Agreement) which was replaced by a new unsecured credit agreement dated May 1, 2012 (the 2012 Credit Agreement).

•

Our gross margin decreased $178.1 million, or 17%, to $865.2 million in the second quarter of 2013 from $1,043.3 million in the same quarter of 2012 due to lower nitrogen and phosphate segment results. The decrease in gross margin was impacted by the modification of the CFL

48

CF INDUSTRIES HOLDINGS, INC.

selling prices previously discussed. On an as adjusted basis, the gross margin decreased $159.9 million, or 16%, compared to the prior year's second quarter.

In the nitrogen segment, gross margin decreased by $145.7 million, or 15%, due primarily to higher cost of sales including unrealized mark-to-market losses on natural gas derivatives in the current quarter compared to unrealized gains in the prior year quarter, partially offset by higher sales volume. On an as adjusted basis, the gross margin of the nitrogen segment decreased 13%. In the phosphate segment, gross margin decreased $32.4 million, or 64%, due primarily to the combination of higher raw material costs, lower average selling prices and lower sales volume.

•

Our net sales decreased $20.7 million, or 1%, in the second quarter of 2013 compared to the second quarter of 2012. In the nitrogen segment, net sales increased by 1% due primarily to higher sales volumes. The comparability of nitrogen segment net sales is impacted by the modification of CFL selling prices. On an as adjusted basis, net sales in the nitrogen segment increased 3%. In the phosphate segment, net sales declined by 18% due primarily to declines of 15% in segment sales volume and 3% in the average selling price.

•

Net cash generated from operating activities during the first six months of 2013 was $568.3 million as compared to $1.0 billion in the first six months of 2012. The $480.4 million decline in cash generated from operating activities was due to the combination of additional cash invested in net working capital and lower net earnings during the first six months of 2013 as compared to the first six months of 2012.

•

On May 23, 2013, we issued $1.5 billion of senior notes in tranches consisting of $750 million due in 2023 and $750 million due in 2043. We intend to use the net proceeds from the offering to fund our capacity expansion projects, working capital, stock repurchases and for other general corporate purposes.

•

On April 22, 2013, we amended the 2012 Credit Agreement, increasing the revolving credit facility from $500 million to $1.0 billion and extending the maturity from May 1, 2017 to May 1, 2018. All obligations under the credit agreement are unsecured.

•

During the second quarter of 2013, we repurchased 2.6 million shares of our common stock for $474.2 million, of which $65.9 million was accrued but unpaid at June 30, 2013. During the first six months of 2013, we repurchased 5.1 million shares for $981.5 million.

•

On April 30, 2013, we completed the acquisitions of all of the outstanding interests in CFL that we did not already own for total cash consideration of approximately C$0.9 billion. We now own 100% of CFL, and are entitled to purchase 100% of CFL's ammonia and granular urea production. CFL's results are included in our financial statements as a consolidated wholly owned subsidiary. Prior to the acquisitions on April 30, 2013, CFL's results were included in our financial statements as a consolidated variable interest entity.

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CF INDUSTRIES HOLDINGS, INC.

Results of Consolidated Operations

        The following tables present our consolidated results of operations:

	Three Months Ended June 30											Six Months Ended June 30
	2013			2012			2013 v. 2012					2013			2012			2013 v. 2012
	(in millions, except per share amounts)
Net sales(1)	$	1,714.9		$	1,735.6		$	(20.7	)	(1	)%	$	3,051.4		$	3,263.2		$	(211.8	)	(6	)%
Cost of sales		849.7			692.3			157.4		23	%		1,511.1			1,508.1			3.0		—
Gross margin(1)		865.2			1,043.3			(178.1	)	(17	)%		1,540.3			1,755.1			(214.8	)	(12	)%
Selling, general and administrative expenses		44.5			41.3			3.2		8	%		88.8			75.1			13.7		18	%
Other operating—net		(3.5	)		10.8			(14.3	)	(132	)%		11.1			33.1			(22.0	)	(66	)%
Total other operating costs and expenses		41.0			52.1			(11.1	)	(21	)%		99.9			108.2			(8.3	)	(8	)%
Equity in earnings of operating affiliates		9.5			13.8			(4.3	)	(31	)%		21.1			29.3			(8.2	)	(28	)%
Operating earnings		833.7			1,005.0			(171.3	)	(17	)%		1,461.5			1,676.2			(214.7	)	(13	)%
Interest expense		32.3			45.3			(13.0	)	(29	)%		71.4			76.2			(4.8	)	(6	)%
Interest income		(1.0	)		—			(1.0	)	N/M			(3.1	)		(0.4	)		(2.7	)	N/M
Other non-operating—net		(0.3	)		(0.6	)		0.3		(50	)%		54.4			(0.7	)		55.1		N/M
Earnings before income taxes and equity in earnings of non-operating affiliates		802.7			960.3			(157.6	)	(16	)%		1,338.8			1,601.1			(262.3	)	(16	)%
Income tax provision		282.9			309.2			(26.3	)	(9	)%		390.3			516.0			(125.7	)	(24	)%
Equity in earnings (losses) of non-operating affiliates—net of taxes		(1.7	)		27.2			(28.9	)	(106	)%		(1.0	)		24.9			(25.9	)	(104	)%
Net earnings		518.1			678.3			(160.2	)	(24	)%		947.5			1,110.0			(162.5	)	(15	)%
Less: Net earnings attributable to noncontrolling interest(1)		19.9			72.0			(52.1	)	(72	)%		42.8			135.3			(92.5	)	(68	)%
Net earnings attributable to common stockholders	$	498.2		$	606.3		$	(108.1	)	(18	)%	$	904.7		$	974.7		$	(70.0	)	(7	)%
Diluted net earnings per share attributable to common stockholders	$	8.38		$	9.31		$	(0.93	)			$	14.80		$	14.81		$	(0.01	)
Diluted weighted average common shares outstanding		59.5			65.2			(5.7	)				61.1			65.8			(4.7	)
Dividends declared per common share	$	0.40		$	0.40		$	—				$	0.80		$	0.80		$	—

N/M—Not Meaningful

⁽¹⁾

During the fourth quarter of 2012, the CFL selling prices to Viterra were modified to cost plus an agreed-upon margin from market-based pricing in the prior periods. In April 2013, CF Industries purchased the noncontrolling interests in CFL and CFL became a wholly owned subsidiary of CF Industries. These items impact the comparability of certain amounts between the second quarters

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and the first six months of 2013 and 2012. To provide comparable information for 2013 and 2012, the table presented below under the heading "Impact of CFL Selling Price Modifications" presents certain financial information for the prior year comparable period as if the current year CFL pricing calculation methodology had been used in the comparable period.

Impact of CFL Selling Price Modifications

        As discussed in the Items Affecting Comparability of Results section of this Management's Discussion and Analysis of Financial Condition and Results of Operations, in the fourth quarter of 2012, the CFL selling prices to Viterra were modified to cost plus an agreed-upon margin from market-based pricing in the prior periods. This change had no impact on our net earnings attributable to common stockholders as CFL was a consolidated variable interest entity prior to April 30, 2013. However, these changes impact the comparability of certain amounts between the second quarter of 2013 and the second quarter of 2012 and the first half of 2013 and the first half of 2012. On April 30, 2013, CF Industries acquired the noncontrolling interests in CFL and CFL became a wholly owned subsidiary of CF Industries.

        The following table adjusts the 2012 comparable periods to reflect the month and four month period ended April 30, 2012 at cost plus an agreed-upon margin and the months of May and June 2012 at market based selling prices to be comparable to actual 2013 results.

	Three Months Ended June 30,										Six Months Ended June 30,
	2013		2012			2013 v. 2012					2013		2012			2013 v. 2012
	(in millions)
Net sales
As reported	$	1,714.9	$	1,735.6		$	(20.7	)	(1	)%	$	3,051.4	$	3,263.2		$	(211.8	)	(6	)%
Impact of selling price adjustment		—		(18.2	)		18.2					—		(57.9	)		57.9
As adjusted	$	1,714.9	$	1,717.4		$	(2.5	)	(0	)%	$	3,051.4	$	3,205.3		$	(153.9	)	(5	)%
Gross margin
As reported	$	865.2	$	1,043.3		$	(178.1	)	(17	)%	$	1,540.3	$	1,755.1		$	(214.8	)	(12	)%
Impact of selling price adjustment		—		(18.2	)		18.2					—		(57.9	)		57.9
As adjusted	$	865.2	$	1,025.1		$	(159.9	)	(16	)%	$	1,540.3	$	1,697.2		$	(156.9	)	(9	)%
Net earnings attributable to the noncontrolling interest
As reported	$	19.9	$	72.0		$	(52.1	)	(72	)%	$	42.8	$	135.3		$	(92.5	)	(68	)%
Impact of selling price adjustment		—		(18.2	)		18.2					—		(57.9	)		57.9
As adjusted	$	19.9	$	53.8		$	(33.9	)	(63	)%	$	42.8	$	77.4		$	(34.6	)	(45	)%

Second Quarter of 2013 Compared to Second Quarter of 2012

Consolidated Operating Results

        Our total gross margin decreased $178.1 million, or 17%, to $865.2 million in the second quarter of 2013 from $1,043.3 million in the same quarter of 2012 due to decreases in gross margin in both the nitrogen and phosphate segments. The gross margin was impacted by the modification of CFL selling

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prices previously discussed. On an as adjusted basis, the gross margin decreased $159.9 million, or 16%, compared to the prior year's quarter.

        In the nitrogen segment, the gross margin decreased by $145.7 million, or 15%, to $847.2 million as compared to $992.9 million in the second quarter of 2012 due primarily to a 21% increase in realized gas costs and $18.0 million in unrealized mark-to-market losses on natural gas derivatives in the current quarter as compared to $77.6 million in unrealized mark-to-market gains in the second quarter of 2012, partially offset by a 2% increase in sales volume. The nitrogen segment gross margin was also impacted by lower average CFL selling prices in the second quarter of 2013 as compared to the same period in 2012 due to the CFL selling price modification previously discussed. On an as adjusted basis, the gross margin for the nitrogen segment decreased $127.5 million, or 13%.

        In the phosphate segment, gross margin decreased by $32.4 million, or 64%, to $18.0 million in the second quarter of 2013 from $50.4 million in the same period in 2012, due primarily to an increase in raw material costs, a 15% decline in volume and a 3% decline in average selling prices.

        Net earnings attributable to common stockholders of $498.2 million for the second quarter of 2013 included an $18.0 million pre-tax unrealized mark-to-market loss ($11.4 million after tax) and a $4.0 million ($2.5 million after tax) realized and unrealized net gain on foreign currency derivatives. Net earnings in the second quarter of 2012 of $606.3 million include a $77.6 million pre-tax unrealized mark-to-market gain ($48.2 million after tax) and a $15.2 million charge ($9.4 million after tax) for the accelerated amortization of deferred loan fees associated with the termination of the 2010 Credit Agreement as it was replaced with the 2012 Credit Agreement.

Net Sales

        Net sales decreased 1% to $1.7 billion in the second quarter of 2013 compared to the second quarter of 2012 with an 18% decrease in the phosphate segment partially offset by a 1% increase in the nitrogen segment. These results were impacted by lower average CFL selling prices in the second quarter of 2013 as compared to the second quarter of 2012 due to the CFL selling price modification. On an as adjusted basis, second quarter 2013 net sales approximated the second quarter of 2012.

        In the nitrogen segment, net sales increased by $21.1 million, or 1%, due primarily to a 2% increase in sales volume partially offset by a 1% decrease in average selling prices. The increase in sales volume was due primarily to cool and wet weather conditions that delayed this year's spring fertilizer application into the second quarter of 2013, in contrast to the first quarter of 2012 when abnormally warm weather resulted in an unusually early start to fertilizer application. The increase in nitrogen segment net sales also was impacted by lower average CFL selling prices in the second quarter of 2013 as compared to 2012 due to the CFL selling price modification. On an as adjusted basis, net sales in the nitrogen segment increased 3%.

        In the phosphate segment, net sales declined $41.8 million, or 18%, due to a 15% decrease in sales volume and a 3% decline in average selling prices. The decrease in volume and prices was due to a decline in demand in international markets, notably India and an increase in supply available in the Middle East and China.

Cost of Sales

        Total cost of sales increased $157.4 million, or 23%, from the second quarter of 2012 to the second quarter of 2013. Total cost of sales per ton in our nitrogen segment averaged $188 per ton in the second quarter of 2013, a 30% increase over $145 per ton in the same quarter of 2012. The increase was due primarily to a 21% increase in realized natural gas costs and the impact of the change in the

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market-to-market adjustments related to natural gas derivatives, as the second quarter of 2013 included an $18.0 million pre-tax unrealized mark-to-market loss while the second quarter of 2012 included a $77.6 million pre-tax unrealized mark-to-market gain. Phosphate segment cost of sales averaged $408 per ton in the second quarter of 2013 compared to $367 per ton in the second quarter of the prior year. This 11% increase was due primarily to an increase in phosphate raw material costs.

Selling, General and Administrative Expenses

        Selling, general and administrative expenses increased $3.2 million to $44.5 million in the second quarter of 2013 from $41.3 million in the same quarter of 2012 due primarily to higher corporate office costs including professional service fees for certain corporate initiatives and projects and higher franchise taxes in certain jurisdictions.

Other Operating—Net

        Other operating—net was $3.5 million of income in the second quarter of 2013 compared to a $10.8 million net expense in the same quarter of 2012. The second quarter of 2013 included foreign exchange transaction gains and realized and unrealized net gains on foreign exchange derivatives, partially offset by losses on the disposal of property, plant and equipment and environmental remediation costs associated with a closed facility. The expense recorded in the second quarter of 2012 consisted primarily of costs associated with engineering studies for proposed capital projects at certain nitrogen complexes, environmental remediation costs associated with a closed facility and foreign exchange costs.

Equity in Earnings of Operating Affiliates

        Equity in earnings of operating affiliates consists of our 50% share of the operating results of PLNL and our 50% interest in an ammonia storage joint venture located in Houston, Texas. Equity in earnings of operating affiliates was $9.5 million in the second quarter of 2013 as compared to $13.8 million in the second quarter of 2012. The decrease was due primarily to lower earnings from PLNL due to lower shipments.

Interest—Net

        Net interest expense was $31.3 million in the second quarter of 2013 compared to $45.3 million in the second quarter of 2012. The $14.0 million decrease was due primarily to $15.2 million of accelerated amortization expense incurred in the second quarter of 2012 when the 2010 Credit Agreement was terminated and higher capitalized interest in 2013 related to our capacity expansion projects. The impacts of these factors were partially offset by the interest expense on the $1.5 billion of senior notes CF Industries issued during the second quarter of 2013.

Income Taxes

        Our income tax provision for the second quarter of 2013 was $282.9 million on pre-tax income of $802.7 million, or an effective tax rate of 35.2%, compared to an income tax provision of $309.2 million on pre-tax income of $960.3 million, or an effective rate of 32.2% in the prior year's second quarter. The increase in the effective tax rate in the second quarter of 2013 was due primarily to the impact arising from the modification of the CFL selling prices as described in Note 4 to our unaudited interim consolidated financial statements included in Part I of this report.

        The effective tax rate does not reflect a tax provision on the earnings attributable to the noncontrolling interest in TNCLP (a partnership), which is not a taxable entity. For additional

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information on income taxes see Note 11 to our audited consolidated financial statements included in our 2012 Annual Report on Form 10-K or Note 9 to our unaudited interim consolidated financial statements included in Part I of this report.

Equity in Earnings (Losses) of Non-Operating Affiliates—Net of Taxes

        Equity in earnings (losses) of non-operating affiliates—net of taxes consists of our share of the operating results of unconsolidated joint venture interests in GrowHow and Keytrade. The $28.9 million decrease in the second quarter of 2013 compared to the second quarter of 2012 was due primarily to lower earnings at GrowHow due to higher gas costs, the impact of an extended turnaround and an $11.1 million insurance settlement received in 2012 related to a fire.

Net Earnings Attributable to the Noncontrolling Interest

        Net earnings attributable to the noncontrolling interest for the second quarter of 2013 include the interest of the 34% holder of CFL's common and preferred shares for the month of April and the net earnings attributable to the 24.7% interest of the publicly held common units of TNCLP for the entire quarter. On April 30, 2013 we purchased all of the noncontrolling interests of CFL. For additional information, see Note 4 to our unaudited interim consolidated financial statements included in Part 1 of this report.

Diluted Net Earnings Per Share Attributable to Common Stockholders

        Diluted net earnings per share attributable to common stockholders decreased to $8.38 in the second quarter of 2013 from $9.31 in the second quarter of 2012 due to a decrease in net earnings attributable to common stockholders, partially offset by a decrease in the weighted average number of shares outstanding due to our share repurchase programs. We repurchased 2.6 million shares in the second quarter of 2013, representing 4.1% of the shares outstanding at December 31, 2012.

Six Months Ended June 30, 2013 Compared to Six Months Ended June 30, 2012

Consolidated Operating Results

        Our total gross margin decreased $214.8 million, or 12%, to $1.5 billion in the six months ended June 30, 2013 from $1.8 billion for the comparable period of 2012 due to decreases in gross margin in both the nitrogen and phosphate segments. The gross margin was impacted by lower average CFL selling prices in the first six months of 2013 as compared to the same period in 2012 due to the CFL selling price modification previously discussed. On an as adjusted basis, the gross margin decreased 9% from the prior year's comparable period.

        In the nitrogen segment, the gross margin decreased by $160.2 million, or 10%, to $1.5 billion as compared to $1.7 billion in the first six months of 2012 due to a 2% decline in sales volume, an 11% increase in realized natural gas costs and a $17.3 million decline in unrealized mark-to-market gains on natural gas derivatives in the current six months as compared to the same period of 2012. The nitrogen segment 2013 gross margin was also impacted by lower average CFL selling prices in the first six months of 2013 as compared to the same period in 2012 due to the CFL selling price modification previously discussed. On an as adjusted basis, the gross margin for the nitrogen segment decreased 6%.

        In the phosphate segment, gross margin decreased by $54.6 million, or 55%, to $45.5 million in the first six months of 2013 from $100.1 million in the same period in 2012, due primarily to a 9% increase in cost of sales per ton as a result of higher raw material costs, a 3% decline in average selling prices and a 9% decline in volume.

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        Net earnings attributable to common stockholders of $904.7 million for the first six months of 2013 included a $4.4 million pre-tax unrealized mark-to-market gain ($2.8 million after tax) on natural gas derivatives, a $7.8 million ($4.9 million after tax) realized and unrealized net loss on foreign currency derivatives and a net $20.6 million benefit from a settlement with the IRS concerning certain Pre-IPO NOLs. Net earnings in the first six months of 2012 of $974.7 million include a $21.7 million pre-tax unrealized mark-to-market gain ($13.5 million after tax) and a $15.2 million charge ($9.4 million after tax) for the accelerated amortization of deferred loan fees associated with the termination of the 2010 Credit Agreement which was replaced with the 2012 Credit Agreement.

Net Sales

        Net sales decreased 6% to $3.1 billion in the first six months of 2013 compared to $3.3 billion in the comparable period of 2012 with decreases in both the nitrogen and phosphate segments. These results were impacted by lower average CFL selling prices in the first six months of 2013 as compared to the first six months of 2012 due to the CFL selling price modification. On an as adjusted basis, net sales decreased 5%.

        In the nitrogen segment, net sales decreased by $153.0 million, or 6%, due primarily to a 4% decrease in average selling prices, including a 19% decrease in the average granular urea price, and a 2% decrease in total segment volume. The decline in sales volume was due primarily to less direct application ammonia sales due to a cool, wet spring season, partially offset by an increase in UAN sales volume. The decrease in nitrogen segment net sales was impacted by lower average CFL selling prices in the first six months of 2013 as compared to 2012 due to the CFL selling price modification. On an as adjusted basis, net sales in the nitrogen segment decreased 3%.

        In the phosphate segment, net sales declined $58.8 million, or 12%, due to a 9% decrease in volume due to lower export volume as a result of weakness in the international markets, and a 3% decline in average selling prices.

Cost of Sales

        Total cost of sales in the first six months of 2013 approximated the amount in the first six months of 2012. Total cost of sales per ton in our nitrogen segment averaged $171 per ton in the first half of 2013 compared to $166 per ton in the comparable period of 2012. This 3% increase was due primarily to a $4.4 million unrealized net mark-to-market gain on natural gas derivatives in the current year compared to $21.7 million unrealized net mark-to-market gain in the prior year. Phosphate segment cost of sales averaged $418 per ton in the first six months of 2013 compared to $384 per ton in the prior year. This 9% increase was due primarily to higher raw material costs.

Selling, General and Administrative Expenses

        Selling, general and administrative expenses increased $13.7 million to $88.8 million in the first six months of 2013 from $75.1 million in the comparable period of 2012 due primarily to higher corporate office costs, including costs associated with certain information technology development activities, the implementation and incremental amortization of the costs of a new enterprise resource planning (ERP) system, higher franchise taxes and costs associated with our capacity expansion projects.

Other Operating—Net

        Other operating—net expense of $11.1 million in the first six months of 2013 was $22.0 million lower than the $33.1 million in the comparable period of 2012. The expense recorded in the current period included realized and unrealized losses on foreign exchange derivatives and losses on disposals

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of property, plant and equipment, partially offset by a net gain on foreign exchange transactions. The expense recorded in the first six months of 2012 consisted primarily of costs associated with engineering studies for proposed capital projects at certain nitrogen complexes, foreign exchange costs, environmental remediation costs associated with a closed facility and losses on the disposal of property, plant and equipment.

Equity in Earnings of Operating Affiliates

        Equity in earnings of operating affiliates consists of our 50% share of the operating results of PLNL and our 50% interest in an ammonia storage joint venture located in Houston, Texas. Equity in earnings of operating affiliates was $21.1 million in the first six months of 2013 as compared to $29.3 million in the comparable period of 2012. The decrease was due primarily to lower earnings from PLNL due to lower shipments and production.

Interest—Net

        Net interest expense was $68.3 million in the first six months of 2013 compared to $75.8 million in the first six months of 2012. The $7.5 million decrease in net expense was due primarily to the recognition in 2012 of $15.2 million of accelerated amortization of deferred fees on the 2010 Credit Agreement that was terminated in May 2012 and a higher portion of interest being capitalized in 2013 because of our capacity expansion projects.

Other Non-Operating—Net

        Other non-operating—net was a net expense of $54.4 million in the first half of 2013 compared to income of $0.7 million in the first half of 2012. The expense recognized in the first six months of 2013 includes a $55.2 million expense accrual for amounts owed to our pre-IPO owners under the amended NOL agreement resulting from the settlement reached with the IRS during the first quarter of 2013. See the section titled Items Affecting Comparability of Results above and the discussion of Income Taxes below for further information.

Income Taxes

        Our income tax provision for the first six months of 2013 was $390.3 million on pre-tax income of $1.3 billion, or an effective tax rate of 29.2%, compared to an income tax provision of $516.0 million on pre-tax income of $1.6 billion and an effective rate of 32.2% in the prior year. The decline in the effective tax rate in the first six months of 2013 was due primarily to the effects of our settlement with the IRS in the first quarter which enabled us to recognize a $75.8 million tax benefit related to the utilization of our pre-IPO NOLs, partially offset by the impact arising from the modification of CFL selling prices as described in Note 4 to our unaudited interim consolidated financial statements included in Part I of this report. The $75.8 million tax benefit is partially offset by a $55.2 million expense recorded in Other non-operating net, reflecting the amount of this tax benefit that is payable to our pre-IPO owners. The effective tax rate for the first six months of 2013 excluding the $75.8 million discrete tax benefit related to these NOLs and the $55.2 million amount payable to our pre-IPO owners was 33.4%. See further discussion of the utilization of the pre-IPO NOLs in the section titled Items Affecting Comparability of Results earlier in this Management, Discussion and Analysis and Note 9 to our unaudited interim consolidated financial statements included in Part I of this report.

        The effective tax rate does not reflect a tax provision on the earnings attributable to the noncontrolling interest in TNCLP (a partnership), which is not a taxable entity. For additional

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information on income taxes, see Note 11 to our audited consolidated financial statements included in our 2012 Annual Report on Form 10-K or Note 9 to our unaudited interim consolidated financial statements included in Part I of this report.

Equity in Earnings (Losses) of Non-Operating Affiliates—Net of Taxes

        Equity in earnings (losses) of non-operating affiliates—net of taxes consists of our share of the operating results of unconsolidated joint venture interests in GrowHow and Keytrade. The $25.9 million decrease in the first six months of 2013 compared to the first six months of 2012 was due primarily to lower earnings from GrowHow reflecting higher gas costs and lower sales due to reduced demand in the United Kingdom market, in addition to an $11.1 million insurance settlement that was received in 2012.

Net Earnings Attributable to the Noncontrolling Interest

        Net earnings attributable to the noncontrolling interest for the first six months of 2013 includes the interest of the 34% holder of CFL's common and preferred shares for the first four months of 2013 and the net earnings attributable to the 24.7% interest of the publicly held common units of TNCLP for the entire period. On April 30, 2013 we purchased the noncontrolling interests of CFL which is the primary reason for the $92.5 million decrease in the noncontrolling interest expense. For additional information on the CFL selling price modification, see Note 4 to our unaudited interim consolidated financial statements included in Part 1 of this report.

Diluted Net Earnings Per Share Attributable to Common Stockholders

        Diluted net earnings per share attributable to common stockholders decreased to $14.80 in the first six months of 2013 from $14.81 in the first six months of 2012 due to a decrease in net earnings attributable to common stockholders partially offset by a decrease in the weighted average number of shares outstanding due to our share repurchase programs. We repurchased 5.1 million shares in the first half of 2013, representing 8.1% of the shares outstanding at December 31, 2012.

Operating Results by Business Segment

        Our business is organized and managed internally based on two segments, the nitrogen segment and the phosphate segment, which are differentiated primarily by their products, the markets they serve and the regulatory environments in which they operate.

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Nitrogen Segment

        The following table presents summary operating data for our nitrogen segment:

	Three Months Ended June 30											Six Months Ended June 30
	2013			2012			2013 v. 2012					2013			2012			2013 v. 2012
	(in millions, except as noted)
Net sales(1)	$	1,525.2		$	1,504.1		$	21.1		1	%	$	2,622.8		$	2,775.8		$	(153.0	)	(6	)%
Cost of sales		678.0			511.2			166.8		33	%		1,128.0			1,120.8			7.2		1	%
Gross margin(1)	$	847.2		$	992.9		$	(145.7	)	(15	)%	$	1,494.8		$	1,655.0		$	(160.2	)	(10	)%
Gross margin percentage(1)		55.5	%		66.0	%							57.0	%		59.6	%
Tons of product sold (000s)		3,608			3,532			76		2	%		6,604			6,733			(129	)	(2	)%
Sales volume by product (000s)
Ammonia		833			793			40		5	%		1,167			1,465			(298	)	(20	)%
Granular urea		704			694			10		1	%		1,347			1,452			(105	)	(7	)%
UAN		1,631			1,627			4		0	%		3,267			3,028			239		8	%
AN		234			249			(15	)	(6	)%		442			496			(54	)	(11	)%
Other nitrogen products		206			169			37		22	%		381			292			89		30	%
Average selling price per ton by product
Ammonia(1)	$	704		$	635		$	69		11	%	$	674		$	618		$	56		9	%
Granular urea(1)		385			522			(137	)	(26	)%		397			490			(93	)	(19	)%
UAN		341			324			17		5	%		335			314			21		7	%
AN		280			257			23		9	%		272			258			14		5	%
Cost of natural gas (per MMBtu)(2)	$	3.79		$	3.13		$	0.66		21	%	$	3.67		$	3.31		$	0.36		11	%
Average daily market price of natural gas (per MMBtu) Henry Hub (Louisiana)	$	4.02		$	2.27		$	1.75		77	%	$	3.75		$	2.37		$	1.38		58	%
Depreciation and amortization	$	85.1		$	84.4		$	0.7		1	%	$	167.3		$	166.9		$	0.4		0	%
Capital expenditures	$	224.0		$	72.8		$	151.2		208	%	$	359.5		$	108.9		$	250.6		230	%
Production volume by product (000s)
Ammonia(3)		1,659			1,719			(60	)	(3	)%		3,485			3,554			(69	)	(2	)%
Granular urea		594			656			(62	)	(9	)%		1,238			1,361			(123	)	(9	)%
UAN (32%)		1,562			1,484			78		5	%		3,235			2,957			278		9	%
AN		216			241			(25	)	(10	)%		443			483			(40	)	(8	)%

⁽¹⁾

During the fourth quarter of 2012, the CFL selling prices to Viterra were modified to cost plus an agreed-upon margin from market- based pricing in the prior periods. In April 2013, CF Industries purchased the noncontrolling interests in CFL and CFL became a wholly owned subsidiary of CF Industries. These items impact the comparability of certain amounts between the second quarter of 2013 and the second quarter of 2012, and between the first half of 2013 and the first half of 2012. To provide comparable information for 2013 and the first half of 2012, the table presented below under the heading "Impact of CFL Selling Price Modifications" presents certain financial information for the prior year comparable periods as if the current year CFL pricing calculation methodology had been used in the comparable 2012 periods.

⁽²⁾

Includes the cost of natural gas purchases and realized gains and losses on natural gas derivatives.

⁽³⁾

Gross ammonia production, including amounts subsequently upgraded on-site into granular urea, UAN or AN.

Impact of CFL Selling Price Modifications

        As discussed in the Items Affecting Comparability of Results section of the Management Discussion and Analysis, in the fourth quarter of 2012, the CFL selling prices to Viterra were modified to cost plus an agreed-upon margin from market-based pricing in the prior periods. This change had no impact on our net earnings attributable to common stockholders as CFL was a consolidated variable interest entity prior to April 30, 2013. However, these changes impact the comparability of certain amounts between the second quarter of 2013 and the second quarter of 2012 and the first half of 2013 and the first half of 2012. On April 30, 2013, CF Industries acquired the noncontrolling interests in CFL and CFL became a wholly owned subsidiary of CF Industries.

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        The table below adjusts prior year nitrogen segment data for the impact of the change in CFL pricing calculation methodology to be comparable to current year results.

	Three Months Ended June 30,											Six Months Ended June 30,
	2013			2012			2013 v. 2012					2013			2012			2013 v. 2012
	(in millions, except as noted)
Net sales
As reported	$	1,525.2		$	1,504.1		$	21.1		1	%	$	2,622.8		$	2,775.8		$	(153.0	)	(6	)%
Impact of selling price adjustment		—			(18.2	)		18.2					—			(57.9	)		57.9
As adjusted	$	1,525.2		$	1,485.9		$	39.3		3	%	$	2,622.8		$	2,717.9		$	(95.1	)	(3	)%
Gross margin
As reported	$	847.2		$	992.9		$	(145.7	)	(15	)%	$	1,494.8		$	1,655.0		$	(160.2	)	(10	)%
Impact of selling price adjustment		—			(18.2	)		18.2					—			(57.9	)		57.9
As adjusted	$	847.2		$	974.7		$	(127.5	)	(13	)%	$	1,494.8		$	1,597.1		$	(102.3	)	(6	)%
Gross margin percentage
As reported		55.5	%		66.0	%							57.0	%		59.6	%
Impact of selling price adjustment		—			(0.4	)							—			(0.8	)
As adjusted		55.5	%		65.6	%							57.0	%		58.8	%
Average selling price per ton by product
Ammonia
As reported	$	704		$	635		$	69		11	%	$	674		$	618		$	56		9	%
Impact of selling price adjustment		—			(11	)		11					—			(20	)		20
As adjusted	$	704		$	624		$	80		13	%	$	674		$	598		$	76		13	%
Granular urea
As reported	$	385		$	522		$	(137	)	(26	)%	$	397		$	490		$	(93	)	(19	)%
Impact of selling price adjustment		—			(15	)		15					—			(20	)		20
As adjusted	$	385		$	507		$	(122	)	(24	)%	$	397		$	470		$	(73	)	(16	)%

Second Quarter of 2013 Compared to Second Quarter of 2012

        Net Sales.    Net sales in the nitrogen segment increased $21.1 million, or 1%, in the second quarter of 2013 from the second quarter of 2012 due primarily to a 2% increase in sales volume partially offset by a 1% decrease in average selling prices (primarily granular urea). The net sales in the second quarter of 2013 were impacted by lower average CFL selling prices as compared to the adjusted net sales in the second quarter of 2012 due to the CFL selling price modification described earlier. On an as adjusted basis, net sales in the nitrogen segment increased 3%. Average nitrogen fertilizer selling prices decreased to $423 per ton in the second quarter of 2013 from $426 per ton in the second quarter of 2012 as a 26% decline in urea prices was partially offset by price increases of 11% for ammonia, 9% for AN and 5% for UAN as compared to the year ago period. The decline in average urea selling prices versus the prior year was primarily due to global delays in fertilizer application and an

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expectation of higher Chinese exports. UAN prices increased due to strong U.S. demand as a result of a high level of planted corn acreage in 2013, a strong order book and customers switching from ammonia to UAN as a result of the delayed start to the planting season. The 2% increase in nitrogen segment sales volume in the second quarter of 2013 compared to the second quarter of 2012 was due primarily to a 5% increase in ammonia volume shipped in the second quarter of 2013. The 2013 planting and fertilizer application season was impacted by cool wet weather which delayed field activity into the second quarter of 2013. By contrast, field work began in the first quarter of 2012 due to more favorable weather conditions at the time.

        Cost of Sales.    Total cost of sales in the nitrogen segment averaged $188 per ton in the second quarter of 2013 compared to $145 per ton in the second quarter of 2012. This 30% increase was due primarily to a 21% increase in the realized cost of natural gas and an $18.0 million unrealized net mark-to-market loss on natural gas derivatives in the current quarter compared to a $77.6 million unrealized net gain in the prior year.

Six Months Ended June 30, 2013 Compared to the Six Months Ended June 30, 2012

        Net Sales.    Nitrogen segment net sales decreased $153.0 million, or 6%, to $2.6 billion in the six months ended June 30, 2013 compared to $2.8 billion in the same period of last year, due to 4% lower average selling prices and a 2% decrease in sales volume. The net sales in the first six months of 2013 were impacted by lower average CFL selling prices as compared to the adjusted sales in the first six months of 2012 due to the CFL selling price modifications described earlier. On an as adjusted basis, net sales in the nitrogen segment declined 3%. Average nitrogen fertilizer selling prices decreased to $397 per ton in the first six months of 2013 from $412 per ton in the first six months of 2012, with a 19% decline in urea prices partially offset by price increases of 9% for ammonia, 7% for UAN and 5% for AN as compared to the year ago period. The decline in the average urea price was primarily due to the expectation of a significant level of international supply. The higher average ammonia and UAN prices resulted from a strong order book at the beginning of 2013.

        Cost of Sales.    Total cost of sales in the nitrogen segment averaged approximately $171 per ton in the six months ended June 30, 2013 compared to $166 per ton in the same period of 2012. The increase is due primarily to an 11% increase in the realized cost of natural gas and a $4.4 million net unrealized mark-to-market gain on natural gas derivatives in the first six months of 2013 compared to a net unrealized mark-to-market gain of $21.7 million in the 2012 period.

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Phosphate Segment

        The following table presents summary operating data for our phosphate segment:

	Three Months Ended June 30											Six Months Ended June 30
	2013			2012			2013 v. 2012					2013			2012			2013 v. 2012
	(in millions, except as noted)
Net sales	$	189.7		$	231.5		$	(41.8	)	(18	)%	$	428.6		$	487.4		$	(58.8	)	(12	)%
Cost of sales		171.7			181.1			(9.4	)	(5	)%		383.1			387.3			(4.2	)	(1	)%
Gross margin	$	18.0		$	50.4		$	(32.4	)	(64	)%	$	45.5		$	100.1		$	(54.6	)	(55	)%
Gross margin percentage		9.5	%		21.8	%							10.6	%		20.5	%
Tons of product sold (000s)		421			493			(72	)	(15	)%		916			1,009			(93	)	(9	)%
Sales volume by product (000s)
DAP		308			368			(60	)	(16	)%		720			792			(72	)	(9	)%
MAP		113			125			(12	)	(10	)%		196			217			(21	)	(10	)%
Domestic vs. export sales (000s)
Domestic		179			202			(23	)	(11	)%		561			527			34		6	%
Export		242			291			(49	)	(17	)%		355			482			(127	)	(26	)%
Average selling price per ton by product
DAP	$	447		$	472		$	(25	)	(5	)%	$	464		$	483		$	(19	)	(4	)%
MAP		459			464			(5	)	(1	)%		480			482			(2	)	(0	)%
Depreciation, depletion and amortization	$	11.5		$	9.1		$	2.4		26	%	$	26.9		$	22.5		$	4.4		20	%
Capital expenditures	$	25.7		$	13.3		$	12.4		93	%	$	40.3		$	35.0		$	5.3		15	%
Production volume by product (000s)
Phosphate rock		940			809			131		16	%		1,790			1,747			43		2	%
Sulfuric acid		634			653			(19	)	(3	)%		1,284			1,236			48		4	%
Phosphoric acid as P2O5(1)		239			254			(15	)	(6	)%		477			480			(3	)	(1	)%
DAP/MAP		483			514			(31	)	(6	)%		958			964			(6	)	(1	)%

⁽¹⁾

P₂O₅ is the basic measure of the nutrient content in phosphate fertilizer products.

Second Quarter of 2013 Compared to Second Quarter of 2012

        Net Sales.    Phosphate segment net sales decreased $41.8 million, or 18%, to $189.7 million in the second quarter of 2013 compared to $231.5 million in the same period in 2012 due to a 15% decline in sales volume and a 3% decline in average selling prices. The average DAP price was down 5% from $472 to $447 due to higher global production which has increased supply of phosphate products on the global market and lower demand, notably from India. Phosphate segment volume of 421,000 tons in the second quarter of 2013 was 15% lower than in the second quarter of 2012 due primarily to reduced export sales due to lower international demand compared to the high level in the second quarter of 2012 and the timing of shipments.

        Cost of Sales.    The average phosphate segment cost of sales of $408 per ton in the second quarter of 2013 was 11% higher than the $367 per ton in the prior year due to increases in raw material costs, primarily ammonia.

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Six Months Ended June 30, 2013 Compared to the Six Months Ended June 30, 2012

        Net Sales.    Phosphate segment net sales decreased $58.8 million to $428.6 million in the first six months of 2013 compared to $487.4 million in the first six months of 2012 due to a 3% decline in the average selling price and a 9% decline in volumes. Prices for the six months ended June 30, 2013 declined compared to the prior year reflecting higher global supply and lower global demand. Our total volume of phosphate fertilizer sales of 916,000 tons in the first six months of 2013 was 9% lower than in the same period of 2012 due primarily to lower international demand.

        Cost of Sales.    Average phosphate segment cost of sales of $418 per ton in the first six months of 2013 was 9% above the $384 per ton in the prior year period due to increases in raw material costs, primarily ammonia.

Liquidity and Capital Resources

        Our primary uses of cash are generally for operating costs, working capital, capital expenditures, debt service, investments, taxes, share repurchases and dividends. Our working capital requirements are affected by several factors, including demand for our products, selling prices, raw material costs, freight and storage costs and seasonal factors inherent in the business. Generally, our primary source of cash is cash from operations, which includes cash generated by customer advances. We may also from time to time access the capital markets or engage in borrowings under our credit agreement.

Cash and Cash Equivalents

        We had cash and cash equivalents of $1.9 billion and $2.3 billion as of June 30, 2013 and December 31, 2012, respectively.

Share Repurchase Programs

        In the third quarter of 2012, our Board of Directors authorized a program to repurchase up to $3.0 billion of CF Holdings common stock through December 31, 2016. In the second quarter of 2013, we repurchased 2.6 million shares for $474.2 million, of which $65.9 million was accrued but unpaid at June 30, 2013. Repurchases in the first six months of 2013 totaled 5.1 million shares for $981.5 million. Repurchases under this program may be made from time to time in the open market, in privately negotiated transactions, or otherwise. The manner, timing, and amount of any repurchases will be determined by our management based on evaluation of market conditions, stock price, and other factors. In May 2013, we retired the 3.8 million shares of stock repurchased through April 30, 2013.

Major Capital Expansion Projects and Restricted Cash

        In November 2012, we announced that our Board of Directors had authorized expenditures of $3.8 billion to construct new ammonia and urea/UAN plants at our Donaldsonville, Louisiana complex and new ammonia and urea plants at our Port Neal, Iowa complex. In combination, these two new facilities will be able to produce 2.1 million tons of gross ammonia per year and upgraded products ranging from 2.0 to 2.7 million tons of granular urea per year and up to 1.8 million tons of UAN 32% solution per year, depending on our choice of product mix. The $3.8 billion cost estimate includes: engineering and design; equipment procurement; construction; associated infrastructure including natural gas connections and power supply; and product storage and handling systems. These plants will increase our product mix flexibility at Donaldsonville, improve our ability to serve upper-Midwest urea customers from our Port Neal location, and allow us to benefit from the favorable cost advantage of North American natural gas. All of these new facilities are scheduled to be on-stream by 2016. We expect to finance the capital expenditures through available cash and securities, cash generated from operations and borrowings. Total capitalized expenditures on these projects through June 30, 2013 have been $302.3 million, including $181.5 million during the first six months of 2013.

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        We have retained engineering and procurement services from an affiliate of ThyssenKrupp Uhde (Uhde) for both the Donaldsonville, Louisiana and Port Neal, Iowa expansion projects. Under the terms of the engineering and procurement services contract, we are required to grant Uhde a security interest in a restricted cash account and maintain a cash balance in that account equal to the cancellation fees for procurement services and equipment that would arise if we were to cancel the projects. The amount in the account will change over time based on procurement costs and is projected to reach approximately $500 million at certain points in time during construction. At June 30, 2013 there was $74.2 million held in this account. At December 31, 2012, there was no cash held in this account. This restricted cash is not included in our cash and cash equivalents and is reported separately on our consolidated balance sheet and statement of cash flows.

Capital Spending

        We make capital expenditures to sustain our asset base, to increase our capacity, to improve plant efficiency and to comply with various environmental, health and safety requirements. Capital expenditures totaled $402.5 million in the first six months of 2013 as compared to $157.8 million in the first six months of 2012. The increase in capital expenditures is primarily the result of the $181.5 million spent on the two major capacity expansion projects discussed above.

Projected Capital Spending

        We expect capital expenditures to total between $1.0 billion and $1.3 billion during 2013. Of this total, we estimate that between $0.6 billion and $0.8 billion will be spent on the capacity expansion projects. Planned capital expenditures are subject to change due to delays in regulatory approvals or permitting, unanticipated increases in the cost, changes in scope and completion time, performance of third parties, adverse weather, defects in materials and workmanship, labor or material shortages, transportation constraints, and other unforeseen difficulties.

Acquisitions of the Noncontrolling Interests in Canadian Fertilizers Limited

        In 2012, we entered into agreements to acquire the 34% of CFL's common and preferred shares owned by Viterra, the product purchase agreement between CFL and Viterra, and the CFL common shares held by GROWMARK and La Coop fédérée for a total purchase price of approximately C$0.9 billion. In April 2013, we completed the acquisitions. Since CFL was previously a consolidated variable interest entity, the purchase price was recognized as follows: a $0.8 billion reduction in paid in capital; the recognition of a $0.1 billion deferred tax asset; and the removal of the CFL noncontrolling interest. CFL is now a wholly owned subsidiary and we are entitled to purchase 100% of CFL's ammonia and granular urea production. For additional information, see Note 4 to our unaudited interim consolidated financial statements included in Part 1 of this report.

Debt

        At June 30, 2013 and December 31, 2012, we had $3.1 billion and $1.6 billion of senior notes outstanding, respectively, with maturities ranging from 2018 through 2043 as follows:

Senior Notes due 2018 and 2020

        On April 23, 2010, CF Industries issued $800 million aggregate principal amount of 6.875% senior notes due May 1, 2018 and $800 million aggregate principal amount of 7.125% senior notes due May 1, 2020 (the 2018/2020 Notes). Interest is paid semiannually on May 1 and November 1 and the 2018/2020

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Notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices.

        Under the supplemental indentures governing the 2018/2020 Notes, the 2018/2020 Notes are to be guaranteed by CF Holdings. In addition, in the event that a subsidiary of ours, 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 2018/2020 Notes.

Senior Notes due 2023 and 2043

        On May 23, 2013, CF Industries issued $750 million aggregate principal amount of 3.450% senior notes due June 1, 2023 and $750 million aggregate principal amount of 4.950% senior notes due June 1, 2043 (the 2023/2043 Notes). Interest is paid semiannually on June 1 and December 1 and the 2023/2043 Notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices. We received net proceeds of approximately $1.48 billion from the issuance and sale of the 2023/2043 Notes, after deducting underwriting discounts and offering expenses.

        Under the supplemental indentures governing the 2023/2043 Notes, the 2023/2043 Notes are guaranteed by CF Holdings. In addition, in the event that a subsidiary of ours, 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 2023/2043 Notes, provided that such requirement will no longer apply following the repayment of both issues of the 2018/2020 Notes or the subsidiaries of ours, other than CF Industries, otherwise become no longer subject to such a requirement to guarantee the 2018/2020 Notes.

Credit Agreement

        On April 22, 2013, we amended and restated the CF Holdings credit agreement increasing the revolving credit facility from $500 million to $1.0 billion and extending the maturity from May 1, 2017 to May 1, 2018. All obligations under the credit agreement are unsecured. Currently, CF Holdings is the only guarantor of CF Industries' obligations under the credit agreement. Certain of CF Industries' material domestic subsidiaries would be required to become guarantors under the credit agreement if such subsidiary were to guarantee our other debt or CF Industries' debt in excess of $350 million. As of June 30, 2013, $995.1 million was available for borrowing under our Credit Agreement, net of $4.9 million of outstanding letters of credit and there were no outstanding borrowings.

        Our credit agreement includes representations, warranties, covenants and events of default, including requirements that we maintain a minimum interest coverage ratio and not exceed a maximum total leverage ratio, as well as other customary covenants and events of default. Our senior notes indentures also include certain covenants and events of default. As of June 30, 2013, we were in compliance with all covenants under the credit agreement and the senior notes indentures.

Forward Sales and Customer Advances

        We offer our customers the opportunity to purchase product on a forward basis at prices and on delivery dates we propose. We also use derivative financial instruments to reduce our exposure to changes in prices for natural gas that will be purchased in the future. Natural gas is the largest and most volatile component of our manufacturing cost for nitrogen-based fertilizers. As a result of using derivative instruments to hedge against movements of future prices of natural gas, volatility in reported quarterly earnings can result from the unrealized mark-to-market adjustments in the value of the

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derivatives. Additionally, our reported fertilizer selling prices and margins may differ from market spot prices and margins available at the time of shipment. Unlike nitrogen fertilizer products sold under forward sales contracts, we typically are unable to use hedges to reduce our exposure to raw material price changes for components of our phosphate manufacturing cost, the largest of which are sulfur and ammonia. As a result, we typically are exposed to margin risk on phosphate products sold on a forward basis.

        Customer advances, which typically represent a portion of the contract's sales value, are received shortly after the contract is executed, with any remaining unpaid amount generally being collected by the time the product is shipped, thereby reducing or eliminating the accounts receivable related to such sales. Any cash payments received in advance from customers in connection with forward sales contracts are reflected on our consolidated balance sheets as a current liability until the related orders are shipped and revenue is recognized. As of June 30, 2013 and December 31, 2012, we had $67.7 million and $380.7 million, respectively, in customer advances on our consolidated balance sheets.

        While customer advances are generally a significant source of liquidity, the level of forward sales contracts is affected by many factors including current market conditions and our customers' outlook of future market fundamentals. If the level of sales under our forward sales programs were to decrease in the future, our cash received from customer advances would likely decrease and our accounts receivable balances would likely increase. Also, borrowing under our credit agreement could become necessary. Due to the volatility inherent in our business and changing customer expectations, we cannot estimate the amount of future forward sales activity.

        Under our forward sales programs, a customer may delay delivery of an order due to weather conditions or other factors. These delays generally subject the customer to potential charges for storage or may be grounds for termination of the contract by us. Such a delay in scheduled shipment or termination of a forward sales contract due to a customer's inability or unwillingness to perform may negatively impact our reported sales.

Derivative Financial Instruments

        We use derivative financial instruments to reduce our exposure to changes in commodity prices and foreign currency exchange rates. Derivatives expose us to counterparties and the risks associated with their ability to meet the terms of the contracts. For derivatives that are in net asset positions, we are exposed to credit loss from nonperformance by the counterparties. We control our credit risk through the use of multiple counterparties that are either large oil and gas companies or large financial institutions and, in most cases, the use of master netting arrangements.

        The master netting arrangements to most of our derivative instruments contain credit-risk-related contingent features with sliding-scale credit support thresholds that are dependent upon the ratings assigned to our long-term unsecured debt by certain credit rating agencies. Downgrades in our credit ratings could cause the applicable threshold levels to increase. If our net liability positions with the counterparties exceed the threshold amounts, those counterparties could require cash collateral, some other form of credit support, or daily cash settlement of unrealized losses.

        As of June 30, 2013 and December 31, 2012, the aggregate fair value of the derivative instruments with credit-risk-related contingent features in net liability positions was $2.2 million and $0.9 million, respectively, which also approximates the fair value of the maximum amount of additional collateral that would need to be posted or assets needed to settle the obligations if the credit-risk-related contingent features were triggered at the reporting dates. As of June 30, 2013, we had open natural gas derivative contracts for 36.7 million MMBtus and the notional amount of our open foreign currency derivatives was $765.0 million. At both June 30, 2013 and December 31, 2012, we had no cash

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collateral on deposit with counterparties for derivative contracts. In July 2013, we entered into fixed price gas swaps covering 90 percent of planned production for August through November of 2013 at an average price of $3.67 per MMBtu.

Other Liquidity Requirements

        We are subject to federal, state and local laws and rules concerning surface and underground waters. Such rules evolve through various stages of proposal or development and the ultimate outcome of such rulemaking activities often cannot be predicted prior to enactment. At the present time, rules in the State of Florida are being developed to limit nutrient content in water discharges, including certain specific rules pertaining to water bodies near our Florida operations. Additional information regarding numeric nutrient criteria regulations in surface and ground water can be found in Note 18 to our unaudited interim consolidated financial statements included in Part 1 of this report. We are monitoring the evolution of these rules. Potential costs associated with compliance cannot be determined currently and we cannot reasonably estimate the impact on our financial position, results of operations or cash flows.

        We contributed $3.0 million to our pension plans in the six months ended June 30, 2013. We expect to contribute approximately $20.2 million to our pension plans over the remainder of 2013.

Cash Flows

Operating Activities

        Net cash generated from operating activities during the first six months of 2013 was $568.3 million as compared to $1.0 billion in the first six months of 2012. The $480.4 million decline in cash generated from operating activities was due to the combination of additional cash invested in net working capital and lower net earnings during the first six months of 2013 as compared to the first six month of 2012. During the first six months of 2013, $313.1 million more was invested in net working capital than in the first six months of 2012. The higher level of working capital reflects additional inventory, accounts receivable, income tax payments and a reduction in the level of customer advances. Net earnings in the first six months of 2013 were $162.5 million lower than in the first six months of 2012.

Investing Activities

        Net cash used in investing activities was $465.9 million in the first six months of 2013 compared to $136.8 million in the same period of 2012. Cash used in investing activities in 2013 included $402.5 million in capital expenditures and $74.2 million transferred to a restricted cash account in support of the capital expansion projects discussed above. The cash used in investing activities in the first half of 2012 was primarily for $157.8 million of capital expenditures.

Financing Activities

        Net cash used in financing activities was $429.8 million in the first six months of 2013 compared to $737.8 million in the same period of 2012. In May 2013, CF Industries issued senior notes and received proceeds of approximately $1.5 billion. Cash used in financing activities in 2013 included $918.7 million to acquire the noncontrolling interests in CFL. We repurchased 5.1 million shares of our common stock in the first six months of 2013 for $915.6 million in cash, plus another $65.9 million of purchases accrued but unpaid at June 30, 2013. In the first six months of 2012, we repurchased 3.1 million shares of our common stock for $500.0 million. Dividends paid on common stock were $48.9 million and $52.3 million in the first six months of 2013 and 2012, respectively. We also distributed $45.8 million and $193.3 million to noncontrolling interests in the first six months of 2013 and 2012, respectively. The decrease in distributions to noncontrolling interests was due to the modification to CFL selling prices in the fourth quarter of 2012 impacting the payments made in 2013.

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Obligations

Contractual Obligations

        The following is a summary of our contractual obligations as of June 30, 2013:

	2013		2014		2015		2016		2017		After 2017		Total
	(in millions)
Debt
Long-term debt(1)	$	—	$	—	$	—	$	—	$	—	$	3,100.0	$	3,100.0
Interest payments on long-term debt(1)		90.2		177.6		177.6		177.6		177.6		1,259.9		2,060.5
Other Obligations
Operating leases		42.2		65.4		50.8		44.3		34.9		93.8		331.4
Equipment purchases and plant improvements		94.0		39.8		—		—		—		—		133.8
Major capital expansion projects(2)		172.8		266.5		51.6		—		—		—		490.9
Transportation(3)		46.6		31.6		25.6		20.0		16.0		126.3		266.1
Purchase obligations(4)(5)		293.3		327.3		205.3		170.5		167.4		126.7		1,290.5
Contributions to Pension Plans(6)		20.2		—		—		—		—		—		20.2
Net Operating Loss Settlement(7)		13.5		10.4		10.4		10.4		10.5		—		55.2
Total(8)	$	772.8	$	918.6	$	521.3	$	422.8	$	406.4	$	4,706.7	$	7,748.6

⁽¹⁾

Based on debt balances before discounts and offering expenses and interest rates as of June 30, 2013.

⁽²⁾

Contractual commitments do not include any amounts related to our foreign currency derivatives. We expect to spend in the range of $0.6 billion to $0.8 billion during 2013 related to the planned $3.8 billion Donaldsonville and Port Neal capacity expansion projects expected to be completed by 2016. For further information, see our previous discussion under Major Capital Expansion Projects in the Liquidity and Capital Resources section.

⁽³⁾

Includes anticipated expenditures under certain contracts to transport raw materials and finished product to and from our facilities. The majority of these arrangements allow for reductions in usage based on our actual operating rates. Amounts set forth above are based on projected normal operating rates and contracted or current spot prices, where applicable, as of June 30, 2013 and actual operating rates and prices may differ.

⁽⁴⁾

Includes minimum commitments to purchase natural gas based on prevailing market-based forward prices at June 30, 2013. Purchase obligations do not include any amounts related to our natural gas derivatives.

⁽⁵⁾

Includes a commitment to purchase ammonia from PLNL at market-based prices under an agreement that expires in 2018. The annual commitment based on market prices at June 30, 2013 is $159.8 million with a total remaining commitment of $838.7 million.

⁽⁶⁾

Represents the contributions we expect to make to our pension plans during the remainder of 2013. Our pension funding policy is to contribute amounts sufficient to meet minimum legal funding requirements plus discretionary amounts that we may deem to be appropriate.

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CF INDUSTRIES HOLDINGS, INC.

⁽⁷⁾

Represents the amounts we expect to pay to our pre-IPO owners in conjunction with the amended NOL Agreement and the 2013 settlement with the IRS. See Note 9 to our unaudited interim consolidated financial statements for further discussion of this matter.

⁽⁸⁾

Excludes $92.8 million of unrecognized tax benefits due to the uncertainty in the timing of potential tax payments.

Subsequent Events

        In July 2013, we repurchased 0.7 million shares for $130.0 million as part of the $3.0 billion share repurchase program announced in the third quarter of 2012. Together with the 5.1 million shares repurchased during the first six months of 2013, these repurchases bring the total repurchased shares to date under this program to 5.8 million for an aggregate expenditure of $1.1 billion.

Off-Balance Sheet Arrangements

        We have operating leases for certain property and equipment under various noncancelable agreements, the most significant of which are rail car leases and barge tow charters for the transportation of fertilizer. The rail car leases currently have minimum terms ranging from one to ten years and the barge charter commitments currently have terms ranging from one to seven years. We also have terminal and warehouse storage agreements for our distribution system, some of which contain minimum throughput requirements. The storage agreements contain minimum terms ranging from one to three years and commonly contain automatic annual renewal provisions thereafter unless canceled by either party. See Note 23 to our consolidated financial statements included in our 2012 Annual Report on Form 10-K for additional information concerning leases.

        We do not have any other off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies and Estimates

        There were no changes to our significant accounting policies or estimates during the first six months of 2013.

Recent Accounting Pronouncements

        See Note 3 to our unaudited interim consolidated financial statements for a discussion of recent accounting pronouncements.

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CF INDUSTRIES HOLDINGS, INC.

FORWARD LOOKING STATEMENTS

        From time to time, in this Quarterly Report on Form 10-Q as well as in other written reports and oral statements, we make forward-looking statements that are not statements of historical fact and may involve a number of risks and uncertainties. These statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to our future prospects, developments and business strategies. We have used the words "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," and similar terms and phrases, including references to assumptions, to identify forward-looking statements in this Form 10-Q. These forward-looking statements are made based on currently available competitive, financial and economic data, our current expectations, estimates, forecasts and projections about the industries and markets in which we operate and management's beliefs and assumptions concerning future events affecting us. These statements are not guarantees of future performance and are subject to risks, uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Therefore, our actual results may differ materially from what is expressed in or implied by any forward-looking statements. We want to caution you not to place undue reliance on any forward-looking statements. We do not undertake any responsibility to release publicly any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this document. Additionally, we do not undertake any responsibility to provide updates regarding the occurrence of any unanticipated events which may cause actual results to differ from those expressed or implied by the forward-looking statements contained in this report.

        Important factors that could cause actual results to differ materially from our expectations are disclosed under "Risk Factors" in Item 1A in our 2012 Annual Report on Form 10-K, filed with the SEC on February 27, 2013. Such factors include, among others:

•

the volatility of natural gas prices in North America;

•

the cyclical nature of our business and the agricultural sector;

•

the global commodity nature of our fertilizer products, the impact of global supply and demand on our selling prices, and the intense global competition from other fertilizer producers;

•

conditions in the U.S. agricultural industry;

•

reliance on third party providers of transportation services and equipment;

•

risks associated with cyber security;

•

weather conditions;

•

our ability to complete our production capacity expansion projects on schedule as planned, on budget or at all;

•

risks associated with other expansions of our business, including unanticipated adverse consequences and the significant resources that could be required;

•

potential liabilities and expenditures related to environmental and health and safety laws and regulations;

•

our potential inability to obtain or maintain required permits and governmental approvals or to meet financial assurance requirements from governmental authorities;

•

future regulatory restrictions and requirements related to greenhouse gas emissions;

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CF INDUSTRIES HOLDINGS, INC.

•

the seasonality of the fertilizer business;

•

the impact of changing market conditions on our forward sales programs;

•

risks involving derivatives and the effectiveness of our risk measurement and hedging activities;

•

the significant risks and hazards involved in producing and handling our products against which we may not be fully insured;

•

our reliance on a limited number of key facilities;

•

risks associated with joint ventures;

•

acts of terrorism and regulations to combat terrorism;

•

difficulties in securing the supply and delivery of raw materials, increases in their costs or delays or interruptions in their delivery;

•

risks associated with international operations;

•

losses on our investments in securities;

•

deterioration of global market and economic conditions;

•

our ability to manage our indebtedness; and

•

loss of key members of management and professional staff.

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CF INDUSTRIES HOLDINGS, INC.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

        We are exposed to the impact of changes in commodity prices, the valuation of our investments, interest rates and foreign currency exchange rates.

Commodity Prices

        Our net sales, cash flows and estimates of future cash flows related to fertilizer sales are sensitive to changes in fertilizer prices as well as changes in the prices of natural gas and other raw materials unless these costs have been fixed or hedged. A $1.00 per MMBtu change in the price of natural gas would change the cost to produce a ton of ammonia, granular urea and UAN (32%) by approximately $33, $22 and $14, respectively.

        Natural gas is the largest and most volatile component of the manufacturing cost for nitrogen-based fertilizers. We manage the risk of changes in natural gas prices primarily through the use of derivative financial instruments covering periods of generally less than 18 months. The derivative instruments that we use are primarily natural gas call options and fixed price swaps. These derivatives settle using NYMEX futures price indexes, which represent the basis for fair value at any given time. The contracts are traded in months forward and settlements are scheduled to coincide with anticipated natural gas purchases during those future periods.

        As of June 30, 2013 and December 31, 2012, we had open derivative contracts for 36.7 million MMBtus and 58.9 million MMBtus, respectively. A $1.00 per MMBtu increase in the forward curve prices of natural gas at June 30, 2013 would result in a favorable change in the fair value of these derivative positions of $9.4 million, and a $1.00 per MMBtu decrease in the forward curve prices of natural gas would change their fair value unfavorably by $0.5 million.

        We purchase ammonia and sulfur for use as raw materials in the production of DAP and MAP. There can be no guarantee that significant increases in input prices can always be recovered through increases in selling prices. We enter into raw material purchase contracts to procure ammonia and sulfur at market prices. A $10 per ton change in the related cost of a short ton of ammonia or a long ton of sulfur would change DAP production cost by $2.10 per ton and $3.80 per ton, respectively. We also may, from time to time, purchase ammonia, granular urea, UAN, DAP and MAP to augment or replace production at our facilities.

Interest Rate Fluctuations

        As of June 30, 2013, we had four series of senior notes totaling $3.1 billion outstanding with maturity dates of May 1, 2018, May 1, 2020, June 1, 2023 and June 1, 2043. The senior notes have fixed interest rates. The fair value of our senior notes outstanding at June 30, 2013 was approximately $3.3 billion. Borrowings under our Credit Agreement bear a current market rate of interest and we are subject to interest rate risk on such borrowings. However, in 2013, there were no borrowings under that agreement.

Foreign Currency Exchange Rates

        In the fourth quarter of 2012, we entered into Euro/U.S. Dollar derivative hedging transactions related to the Euro denominated construction costs associated with our capacity expansion projects at our Donaldsonville and Port Neal facilities. At June 30, 2013, the notional amount of our open foreign currency forward contracts was approximately $765.0 million and the fair value was a net unrealized loss of $1.6 million. A 10% change in USD/Euro forward exchange rates would change the fair value of these positions by $76.5 million.

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CF INDUSTRIES HOLDINGS, INC.

        We are also directly exposed to changes in the value of the Canadian dollar, the British pound, and the Swiss franc. We do not maintain any exchange rate derivatives or hedges related to these currencies.

ITEM 4.    CONTROLS AND PROCEDURES.

(a)    Disclosure Controls and Procedures.    The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective in (i) recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and (ii) ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b)    Internal Control Over Financial Reporting.    There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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CF INDUSTRIES HOLDINGS, INC.

PART II—OTHER INFORMATION

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

        The following table sets forth stock repurchases for each of the three months of the quarter ended June 30, 2013.

	Issuer Purchases of Equity Securities
Period	Total Number of Shares (or Units) Purchased			Average Price Paid per Share (or Unit)(3)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (in thousands)
4/1/13 - 4/30/13		1,289,245	(1)	$	188.30		3,809,332	$	2,249,000
5/1/13 - 5/31/13		140,874	(1)(2)		190.78		3,947,297		2,223,000
6/1/13 - 6/30/13		1,127,377	(1)		181.92		5,074,674		2,018,000
Total		2,557,496			185.62

⁽¹⁾

In the third quarter of 2012, our Board of Directors authorized management to repurchase common stock for a total expenditure of up to $3.0 billion through December 31, 2016, subject to market conditions (the 2012 Stock Repurchase Program), as discussed in Note 16—Treasury Stock, in the notes to the unaudited financial statements included in Part 1.

⁽²⁾

Repurchases include shares withheld to pay employee tax obligations upon the vesting of restricted stock awards.

⁽³⁾

Average price paid per share of common stock repurchased under the 2012 Stock Repurchase Program is the execution price, excluding commissions paid to brokers.

ITEM 4.    MINE SAFETY DISCLOSURES.

        The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Form 10-Q.

ITEM 6.    EXHIBITS.

        A list of exhibits filed with this report on Form 10-Q (or incorporated by reference to exhibits previously filed or furnished) is provided in the Exhibit Index on page 75 of this report.

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CF INDUSTRIES HOLDINGS, INC.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CF Industries Holdings, Inc.
Date: August 7, 2013	By:	/s/ STEPHEN R. WILSON Stephen R. Wilson President and Chief Executive Officer, Chairman of the Board (Principal Executive Officer)
Date: August 7, 2013	By:	/s/ DENNIS P. KELLEHER Dennis P. Kelleher Senior Vice President and Chief Financial Officer (Principal Financial Officer)

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CF INDUSTRIES HOLDINGS, INC.

EXHIBIT INDEX

Exhibit No.		Description
	3.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 4.1 to CF Industries Holdings, Inc.'s Registration Statement on Form S-8 filed with the SEC on August 11, 2005, File No. 333-127422)
	3.2	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of CF Industries Holdings, Inc. effective as of May 14, 2013 (incorporated by reference to Exhibit 3.1 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on May 16, 2013, File No. 001-32597)
	3.3	Amended and Restated Bylaws of CF Industries Holdings, Inc., as amended through May 14, 2013
	4.1	Indenture, dated May 23, 2013, among CF Industries, Inc., CF Industries Holdings, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on May 23, 2013, File No. 001-32597)
	4.2	First Supplemental Indenture, dated May 23, 2013, among CF Industries, Inc., CF Industries Holdings, Inc. and Wells Fargo Bank, National Association, as trustee, relating to CF Industries, Inc.'s 3.450% Senior Notes due 2023 (includes form of note) (incorporated by reference to Exhibit 4.2 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on May 23, 2013, File No. 001-32597)
	4.3	Second Supplemental Indenture, dated May 23, 2013, among CF Industries, Inc., CF Industries Holdings, Inc. and Wells Fargo Bank, National Association, as trustee, relating to CF Industries, Inc.'s 4.950% Senior Notes due 2043 (includes form of note) (incorporated by reference to Exhibit 4.2 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on May 23, 2013, File No. 001-32597)
	31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	95	Mine Safety Disclosures
	101	The following financial information from CF Industries Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, formatted in XBRL (Extensible Business Reporting Language) includes: (1) Consolidated Statements of Operations, (2) Consolidated Statements of Comprehensive Income, (3) Consolidated Balance Sheets, (4) Consolidated Statements of Cash Flows, (5) Consolidated Statements of Equity and (6) the Notes to Unaudited Consolidated Financial Statements

75

EX-3.3

Exhibit 3.3

AMENDED AND RESTATED
BYLAWS

OF

CF INDUSTRIES HOLDINGS, INC.

A Delaware Corporation

As Amended through May 14, 2013

Table of Contents

Article I.	OFFICES	1
Section 1.	Registered Office	1
Section 2.	Other Offices	1
Article II.	MEETINGS OF STOCKHOLDERS	1
Section 1.	Place of Meetings	1
Section 2.	Annual Meetings	1
Section 3.	Special Meetings	1
Section 4.	Nature of Business at Meetings of Stockholders	1
Section 5.	Nomination of Directors	3
Section 6.	Notice	5
Section 7.	Adjournments	5
Section 8.	Quorum	6
Section 9.	Voting	6
Section 10.	Proxies	6
Section 11.	List of Stockholders Entitled to Vote	7
Section 12.	Record Date	7
Section 13.	Stock Ledger	8
Section 14.	Conduct of Meetings	8
Section 15.	Inspectors of Election	8
Article III.	DIRECTORS	8
Section 1.	Number and Election of Directors	8
Section 2.	Vacancies	9
Section 3.	Duties and Powers	10
Section 4.	Meetings	10
Section 5.	Organization	10
Section 6.	Resignations and Removals of Directors	10
Section 7.	Quorum	11
Section 8.	Actions of the Board by Written Consent	11
Section 9.	Meetings by Means of Conference Telephone	11
Section 10.	Committees	11
Section 11.	Compensation	12
Section 12.	Interested Directors	12
Article IV.	OFFICERS	12
Section 1.	General	12
Section 2.	Election	13
Section 3.	Voting Securities Owned by the Corporation	13
Section 4.	Chairman of the Board of Directors	13
Section 5.	President	13

Section 6.	Chief Financial Officer	14
Section 7.	Vice Presidents	14
Section 8.	Secretary	14
Section 9.	Treasurer	15
Section 10.	Assistant Secretaries	15
Section 11.	Assistant Treasurers	15
Section 12.	Other Officers	16
Article V.	STOCK	16
Section 1.	Form of Certificates	16
Section 2.	Signatures	16
Section 3.	Lost Certificates	16
Section 4.	Transfers	17
Section 5.	Dividend Record Date	17
Section 6.	Record Owners	17
Section 7.	Transfer and Registry Agents	17
Article VI.	NOTICES	18
Section 1.	Notices	18
Section 2.	Waivers of Notice	18
Article VII.	GENERAL PROVISIONS	18
Section 1.	Dividends	18
Section 2.	Disbursements	19
Section 3.	Fiscal Year	19
Section 4.	Corporate Seal	19
Article VIII.	INDEMNIFICATION	19
Section 1.	Power to Indemnify in Actions, Suits or Proceedings other than those by or in the Right of the Corporation	19
Section 2.	Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation	19
Section 3.	Authorization of Indemnification	20
Section 4.	Good Faith Defined	20
Section 5.	Indemnification by a Court	21
Section 6.	Expenses Payable in Advance	21
Section 7.	Nonexclusivity of Indemnification and Advancement of Expenses	21
Section 8.	Insurance	22
Section 9.	Certain Definitions	22
Section 10.	Survival of Indemnification and Advancement of Expenses	22
Section 11.	Limitation on Indemnification	23
Section 12.	Indemnification of Employees and Agents	23
Section 13.	Enforceability	23

ii

Article IX.	AMENDMENTS	23
Section 1.	Amendments	23
Section 2.	Entire Board of Directors	24

iii

BYLAWS OF CF INDUSTRIES
HOLDINGS, INC.

(hereinafter called the “Corporation”)

Article I.OFFICES

Section 1.Registered Office

The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2.Other Offices

The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine.

Article II.MEETINGS OF STOCKHOLDERS

Section 1.Place of Meetings

Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors.

Section 2.Annual Meetings

The Annual Meeting of Stockholders for the election of directors shall be held on such date and at such time as shall be designated from time to time by the Board of Directors. Any other proper business may be transacted at the Annual Meeting of Stockholders.

Section 3.Special Meetings

Unless otherwise required by law, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the Chairman of the Board of Directors, if there be one, (ii) the President or (iii) the Board of Directors. The ability of the stockholders to call a Special Meeting of Stockholders is hereby specifically denied. At a Special Meeting of Stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto).

Section 4.Nature of Business at Meetings of Stockholders

No business may be transacted at an Annual Meeting of Stockholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the

direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the Annual Meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof), or (c) otherwise properly brought before the Annual Meeting by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 4 and on the record date for the determination of stockholders entitled to notice of and to vote at such Annual Meeting and (ii) who complies with the notice procedures set forth in this Section 4.

In addition to any other applicable requirements, for business to be properly brought before an Annual Meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders; provided, however, that in the event that the Annual Meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs.

To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the Annual Meeting a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting and as to the stockholder giving the notice and any Stockholder Associated Person (as defined below) (i) the name and address of such person, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such person, (iii) the nominee holder for, and number of, any shares owned beneficially but not of record by such person, (iv) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any derivative or short positions, profit interests, options or borrowed or loaned shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such person with respect to any share of stock of the Corporation, (v) to the extent known by the stockholder giving the notice or any Stockholder Associated Person, the name and address of any other stockholder supporting the proposal of business on the date of such stockholder’s notice, (vi) a description of all agreements, arrangements or understandings between or among such persons or any other person (including their names) in connection with the proposal of such business by such stockholder, (vii) a description of any material interest of such person in such business, (viii) a representation that the stockholder giving the notice intends to appear in person or by proxy at the Annual Meeting to bring such business before the meeting, (ix) notice whether such person intends to solicit proxies in

2

connection with the proposed matter and (x) any other information relating to such stockholder or any Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. Any information required pursuant to this paragraph shall be supplemented to speak as of the record date for the meeting by the stockholder giving the notice not later than ten (10) days after such record date. With respect to any stockholder, “Stockholder Associated Person” means (i) any person acting in concert, directly or indirectly, with such stockholder and (ii) any person controlling, controlled by or under common control with such stockholder or any Stockholder Associated Person.

No business shall be conducted at the Annual Meeting of Stockholders except business brought before the Annual Meeting in accordance with the procedures set forth in this Section 4; provided, however, that, once business has been properly brought before the Annual Meeting in accordance with such procedures, nothing in this Section 4 shall be deemed to preclude discussion by any stockholder of any such business. If the chairman of an Annual Meeting determines that business was not properly brought before the Annual Meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted. No business shall be conducted at a special meeting of stockholders except for such business as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting.

Nothing in this Section 4 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Section 5.Nomination of Directors

Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any Annual Meeting of Stockholders, or at any Special Meeting of Stockholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 5 and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 5.

In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

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To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation (a) in the case of an Annual Meeting, not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders; provided, however, that in the event that the Annual Meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs; and (b) in the case of a Special Meeting of Stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the Special Meeting was mailed or public disclosure of the date of the Special Meeting was made, whichever first occurs.

To be in proper written form, a stockholder’s notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such person, (iv) the nominee holder for, and number of, any shares owned beneficially but not of record by such person, (v) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any derivative or short positions, profit interests, options or borrowed or loaned shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such person with respect to any share of stock of the Corporation and (vi) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice and any Stockholder Associated Person (i) the name and address of such person, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such person, (iii) the nominee holder for, and number of, any shares owned beneficially but not of record by such person, (iv) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any derivative or short positions, profit interests, options or borrowed or loaned shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such person with respect to any share of stock of the Corporation, (v) to the extent known by the stockholder giving the notice or any Stockholder Associated Person, the name and address of any other stockholder supporting the nominees named in the stockholder’s notice for election on the date of such stockholder’s notice, (vi) a description of all agreements, arrangements or

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understandings between or among such persons or any other person (including their names) pursuant to which the nominations are to be made by the stockholder, (vii) a description of any relationship between or among the stockholder giving notice and any Stockholder Associated Person, on the one hand, and each proposed nominee, on the other hand, (viii) a description of any material interest of such person in such nominations, including any anticipated benefit to such person therefrom, (ix) a representation that the stockholder giving the notice intends to appear in person or by proxy at the meeting to nominate the persons named in its notice, (x) notice whether such person intends to solicit proxies in connection with the nominations and (xi) any other information relating to such stockholder or any Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. The Corporation may also require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee. Any information required pursuant to this paragraph shall be supplemented to speak as of the record date for the meeting by the stockholder giving the notice not later than ten (10) days after such record date.

No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 5. If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

Section 6.Notice

Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting and, in the case of a Special Meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by law, written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to notice of and to vote at such meeting.

Section 7.Adjournments

Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the

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adjourned meeting in accordance with the requirements of Section 6 hereof shall be given to each stockholder of record entitled to notice of and to vote at the meeting.

Section 8.Quorum

Unless otherwise required by applicable law or the Certificate of Incorporation, the holders of a majority of the Corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in Section 7 hereof, until a quorum shall be present or represented.

Section 9.Voting

Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, any question brought before any meeting of the stockholders shall be decided by the vote of the holders of a majority of the total number of votes of the Corporation’s capital stock represented and entitled to vote thereat, voting as a single class. Unless otherwise provided in the Certificate of Incorporation, and subject to Section 12 of this Article II, each stockholder represented at a meeting of the stockholders shall be entitled to cast one (1) vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy as provided in Section 10 of this Article II. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of the stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 10.Proxies

Each stockholder entitled to vote at a meeting of the stockholders may authorize another person or persons to act for such stockholder as proxy, but no such proxy shall be voted upon after three years from its date, unless such proxy provides for a longer period. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, the following shall constitute a valid means by which a stockholder may grant such authority:

A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.

A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram or cablegram to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or

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like agent duly authorized by the person who will be the holder of the proxy to receive such telegram or cablegram, provided that any such telegram or cablegram must either set forth or be submitted with information from which it can be determined that the telegram or cablegram was authorized by the stockholder. If it is determined that such telegrams or cablegrams are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information on which they relied.

Any copy, facsimile telecommunication or other reliable reproduction of the writing, telegram or cablegram authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing, telegram or cablegram for any and all purposes for which the original writing, telegram or cablegram could be used; provided, however, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing, telegram or cablegram.

Section 11.List of Stockholders Entitled to Vote

The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting (i) either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held or (ii) during ordinary business hours, at the principal place of business of the Corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 12.Record Date

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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Section 13.Stock Ledger

The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 11 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of the stockholders.

Section 14.Conduct of Meetings

The Board of Directors of the Corporation may adopt by resolution such rules and regulations for the conduct of any meeting of the stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vi) limitations on the time allotted to questions or comments by participants.

Section 15.Inspectors of Election

In advance of any meeting of the stockholders, the Board of Directors, by resolution, the Chairman, if there be one, or the President shall appoint one or more inspectors to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of the stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by applicable law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by applicable law.

Article III.DIRECTORS

Section 1.Number and Election of Directors

The Board of Directors shall consist of not less than 3 or more than 15 members, the exact number of which shall be fixed from time to time by resolution adopted by the affirmative vote

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of a majority of the entire Board of Directors. The Board of Directors shall be and is divided into three classes designated: Class I, Class II and Class III, which shall be as nearly equal in number as possible. Each director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting at which the director was elected. Notwithstanding the foregoing, (1) at the 2013 annual meeting of stockholders, the directors whose terms expire at that meeting shall be elected to hold office for a one-year term expiring at the 2014 annual meeting of stockholders; (2) at the 2014 annual meeting of stockholders, the directors whose terms expire at that meeting shall be elected to hold office for a one-year term expiring at the 2015 annual meeting of stockholders; and (3) at the 2015 annual meeting of stockholders and each annual meeting of stockholders thereafter, all directors shall be elected for a one-year term expiring at the next annual meeting of stockholders. Pursuant to such procedures, effective as of the 2015 annual meeting of stockholders, the Board of Directors will no longer be classified under Section 141(d) of the Delaware General Corporation Law (the “DGCL”) and directors shall no longer be divided into three classes. Prior to the 2015 annual meeting of stockholders, if the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible. A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. In no case will a decrease in the number of directors have the effect of removing or shortening the term of any incumbent director. Except as provided in Section 2 of this Article III, each director shall be elected by the vote of the majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present, provided that if, as of a date that is fourteen (14) days in advance of the date the Corporation files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission, the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. For purposes of this Section, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast against that director. Directors need not be stockholders.

Section 2.Vacancies

Subject to the terms of any one or more classes or series of preferred stock, any vacancy on the Board of Directors that results from an increase in the number of directors may only be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring on the Board of Directors may only be filled by a majority of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director. Until the 2015 annual meeting of stockholders, (i) any director of any class elected to fill a vacancy resulting from an increase in the number of directors of such class shall hold office for a term that shall coincide with the remaining term of that class, and (ii) any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining

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term as that of his or her predecessor. From and after the 2015 annual meeting of stockholders, any director elected to fill a vacancy shall hold office for a term expiring at the next annual meeting of stockholders.

Section 3.Duties and Powers

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.

Section 4.Meetings

The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman, if there be one, or the President. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, telegram or electronic means on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 5.Organization

At each meeting of the Board of Directors, the Chairman of the Board of Directors or, in the Chairman’s absence or if there be none, a director chosen by a majority of the directors present, shall act as chairman. The Secretary of the Corporation shall act as secretary at each meeting of the Board of Directors. In case the Secretary shall be absent from any meeting of the Board of Directors, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all the Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 6.Resignations and Removals of Directors

Any director of the Corporation may resign at any time, by giving notice in writing or by electronic transmission to the Chairman of the Board of Directors, if there be one, the President or the Secretary of the Corporation. Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Subject to the rights, if any, of the holders of shares of preferred stock then outstanding, (x) until the 2015 annual meeting of stockholders and in accordance with Section 141(k)(1) of the DGCL, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of the Corporation’s then issued and outstanding capital stock entitled to vote generally at an election of directors of the Corporation and (y) from and after the 2015 annual meeting of

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stockholders, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

Section 7.Quorum

Except as otherwise required by law or the Certificate of Incorporation, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

Section 8.Actions of the Board by Written Consent

Unless otherwise provided in the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 9.Meetings by Means of Conference Telephone

Unless otherwise provided in the Certificate of Incorporation or these Bylaws, members of the Board of Directors of the Corporation, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 9 shall constitute presence in person at such meeting.

Section 10.Committees

The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent permitted by law and provided in the resolution establishing such

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committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 11.Compensation

The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary for service as director, payable in cash or securities. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for service as committee members.

Section 12.Interested Directors

No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because any such director’s or officer’s vote is counted for such purpose if: (i) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Article IV.OFFICERS

Section 1.General

The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Chief Executive Officer, a Chief Financial Officer, a Secretary and a Treasurer. The Board of Directors, in its discretion, also may choose a Chairman of the Board of Directors (who must be a director) and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise

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prohibited by law, the Certificate of Incorporation or these Bylaws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

Section 2.Election

The Board of Directors, at its first meeting held after each Annual Meeting of Stockholders, shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and each officer of the Corporation shall hold office until such officer’s successor is elected and qualified, or until such officer’s earlier death, resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

Section 3.Voting Securities Owned by the Corporation

Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President or any other officer authorized to do so by the Board of Directors and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4.Chairman of the Board of Directors

The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors. Except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by these Bylaws or by the Board of Directors.

Section 5.President

The President shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall be the Chief Executive Officer of the Corporation, unless the Board of Directors designates the Chairman as the Chief Executive Officer. The President shall execute all bonds,

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mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President. In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders and, provided the President is also a director, the Board of Directors. The President shall also perform such other duties and may exercise such other powers as may from time to time be assigned to such officer by these Bylaws or by the Board of Directors.

Section 6.Chief Financial Officer

The Chief Financial Officer, if there be one, shall, subject to the control of the Board of Directors, the Chairman of the Board of Directors, if there be one, and the President have the responsibility for the financial affairs of the Corporation and shall exercise supervisory responsibility for the performance of the duties of the Treasurer and the controller, if any, of the Corporation. The Chief Financial Officer shall also perform such other duties and may exercise such other powers as may from time to time be assigned to such officer by these Bylaws or by the Board of Directors.

Section 7.Vice Presidents

At the request of the President or in the President’s absence or in the event of the President’s inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President, or the Vice Presidents if there are more than one (in the order designated by the Board of Directors), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 8.Secretary

The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board of Directors, if there be one, or the President, under whose supervision the Secretary shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either

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the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest to the affixing by such officer’s signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 9.Treasurer

The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of the Treasurer and for the restoration to the Corporation, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.

Section 10.Assistant Secretaries

Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

Section 11.Assistant Treasurers

Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Assistant Treasurer and for the restoration

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to the Corporation, in case of the Assistant Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Assistant Treasurer’s possession or under the Assistant Treasurer’s control belonging to the Corporation.

Section 12.Other Officers

Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers and to prescribe their respective duties and powers in accordance with these Bylaws.

Article V.STOCK

Section 1.Form of Certificates

Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation (i) by the Chairman of the Board of Directors, if there be one, or the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by such stockholder in the Corporation.

Section 2.Signatures

Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 3.Lost Certificates

The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate.

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Section 4.Transfers

Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation only by the person registered in the books of the Corporation as the owner of such shares of stock or by such person’s attorney lawfully constituted in writing and upon the surrender of any certificate therefor, properly endorsed for transfer, and payment of all necessary transfer taxes; provided, however, that such surrender and endorsement or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. Every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

Section 5.Dividend Record Date

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 6.Record Owners

The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

Section 7.Transfer and Registry Agents

The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board of Directors.

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Article VI.NOTICES

Section 1.Notices

Whenever written notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at such person’s address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telex, cable or, where permitted herein, by means of electronic transmission.

Section 2.Waivers of Notice

Whenever any notice is required by applicable law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to notice, or, where permitted herein, a waiver by electronic transmission by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting, present in person or represented by proxy, shall constitute a waiver of notice of such meeting, except where the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any Annual or Special Meeting of Stockholders or any regular or special meeting of the directors or members of a committee of directors need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation or these Bylaws.

Article VII.GENERAL PROVISIONS

Section 1.Dividends

Dividends upon the capital stock of the Corporation, subject to the requirements of the DGCL and the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting of the Board of Directors (or any action by written consent in lieu thereof in accordance with Section 8 of Article III hereof), and may be paid in cash, in property, or in shares of the Corporation’s capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for purchasing any of the shares of capital stock, warrants, rights, options, bonds, debentures, notes, scrip or other securities or evidences of indebtedness of the Corporation, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

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Section 2.Disbursements

All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3.Fiscal Year

The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 4.Corporate Seal

The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Article VIII.INDEMNIFICATION

Section 1.Power to Indemnify in Actions, Suits or Proceedings other than those by or in the Right of the Corporation

Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Section 2.Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation

Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or

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officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3.Authorization of Indemnification

Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Section 4.Good Faith Defined

For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an

20

appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be.

Section 5.Indemnification by a Court

Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or Section 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 6.Expenses Payable in Advance

Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Section 7.Nonexclusivity of Indemnification and Advancement of Expenses

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 1 and Section 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or Section 2 of this Article VIII but

21

whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise.

Section 8.Insurance

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VIII.

Section 9.Certain Definitions

For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. The term “another enterprise” as used in this Article VIII shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

Section 10.Survival of Indemnification and Advancement of Expenses

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

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Section 11.Limitation on Indemnification

Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 of this Article VIII), the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 12.Indemnification of Employees and Agents

The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

Section 13.Enforceability

This Article VIII shall be deemed to grant each person who, at any time that this Article VIII is in effect, serves or agrees to serve in any capacity which entitles such person to indemnification hereunder rights against the Corporation to enforce the provisions of this Article VIII, and any repeal or modification of this Article VIII or any repeal or modification of the DGCL or any other applicable law shall not limit any rights under this Article VIII then existing or arising out of events, acts, omissions or circumstances occurring or existing prior to such repeal or modification, including, without limitation, the right to indemnification and advancement of expenses for proceedings commenced after such repeal or modification to enforce this Article VIII with regard to acts, omissions, events or circumstances occurring or existing prior to such repeal or modification.

Article IX.AMENDMENTS

Section 1.Amendments

In furtherance and not in limitation of the powers conferred upon it by the laws of the State of Delaware, the Board of Directors shall have the power to adopt, amend, alter or repeal the Corporation’s Bylaws. The affirmative vote of at least a majority of the entire Board of Directors shall be required to adopt, amend, alter, change or repeal the Corporation’s Bylaws. The Corporation’s Bylaws also may be adopted, amended, altered, changed or repealed by the affirmative vote of the holders of at least two-thirds of the voting power of the Corporation’s then issued and outstanding capital stock entitled to vote generally at an election of directors of the Corporation.

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Section 2.Entire Board of Directors

As used in this Article IX and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

* * *

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EX-31.1

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Exhibit 31.1

CF INDUSTRIES HOLDINGS, INC.

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen R. Wilson, certify that:

        1.     I have reviewed this Quarterly Report on Form 10-Q of CF Industries Holdings, Inc.;

        2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

        4.     The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

        (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        (c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        (d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

        5.     The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

        (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 7, 2013 /s/ STEPHEN R. WILSON
Stephen R. Wilson
President and Chief Executive Officer,
Chairman of the Board
(Principal Executive Officer)

76

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Exhibit 31.1

CF INDUSTRIES HOLDINGS, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EX-31.2

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Exhibit 31.2

CF INDUSTRIES HOLDINGS, INC.

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Dennis P. Kelleher, certify that:

        1.     I have reviewed this Quarterly Report on Form 10-Q of CF Industries Holdings, Inc.;

        2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

        4.     The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

        (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        (c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        (d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

        5.     The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

        (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 7, 2013 /s/ DENNIS P. KELLEHER
Dennis P. Kelleher
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

77

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Exhibit 31.2

CF INDUSTRIES HOLDINGS, INC. CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EX-32.1

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Exhibit 32.1

CF INDUSTRIES HOLDINGS, INC.

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Quarterly Report on Form 10-Q of CF Industries Holdings, Inc. (the Company) for the quarterly period ended June 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Stephen R. Wilson, as President and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes Oxley Act of 2002, that, to the best of my knowledge:

        (1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

        (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ STEPHEN R. WILSON
Stephen R. Wilson
President and Chief Executive Officer,
Chairman of the Board
(Principal Executive Officer)

Date: August 7, 2013

78

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Exhibit 32.1

CF INDUSTRIES HOLDINGS, INC. CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-32.2

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Exhibit 32.2

CF INDUSTRIES HOLDINGS, INC.

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Quarterly Report on Form 10-Q of CF Industries Holdings, Inc. (the Company) for the quarterly period ended June 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Dennis P. Kelleher, as Senior Vice President and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes Oxley Act of 2002, that, to the best of my knowledge:

        (1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

        (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ DENNIS P. KELLEHER
Dennis P. Kelleher
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

Date: August 7, 2013

79

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Exhibit 32.2

CF INDUSTRIES HOLDINGS, INC. CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-95

Exhibit 95

This exhibit contains the information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The following table provides information about citations, orders and notices issued under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) by the federal Mine Safety and Health Administration (“MSHA”) for our Hardee, Florida, mine during the 2nd quarter of the fiscal year ending December 31, 2013.

Mine or Operating Name/MSHA Identification Number	Section 104 S&S Citations (#)	Section 104(b) Orders (#)	Section 104(d) Citations and Orders (#)	Section 110(b)(2) Violations (#)	Section 107(a) Orders (#)	Total Dollar Value of MSHA Assessments Proposed		Total Number of Mining Related Fatalities (#)	Received Notice of Pattern of Violations Under Section 104(c) (yes/no)	Received Notice of Potential to Have Pattern Under Section 104(c) (yes/no)	Legal Actions Pending as of Last Day of Period (#)	Legal Actions Initiated During Period (#)	Legal Actions Resolved During Period (#)
Hardee Phosphate Complex / 800903	0	0	0	0	0	$	200	0	No	No	0	0	0

XML

Income Taxes

6 Months Ended

Jun. 30, 2013

Income Taxes

Income Taxes

9.     Income Taxes

        Our income tax provision for the three months ended June 30, 2013 was $282.9 million on pre-tax income of $802.7 million, or an effective tax rate of 35.2%, compared to an income tax provision of $309.2 million, or an effective tax rate of 32.2% for the three months ended June 30, 2012. The principal item that gives rise to the increase in our effective tax rate is the decrease in our noncontrolling interest for the three months ended June 30, 2013 as compared to the same period in 2012 due to the modification of the CFL selling price calculation methodology as described in Note 4—Noncontrolling Interest.

        Our effective tax rate based on pre-tax earnings differs from our effective tax rate based on pre-tax income exclusive of noncontrolling interest, as our consolidated income tax provision does not include a tax provision on the earnings attributable to controlling interests in TNCLP, which does not record an income tax provision.

        At the time of our Initial Public Offering (IPO) in 2005, we had accumulated a substantial amount of NOLs. Due to the uncertainty of realizing the tax benefit from the NOLs when we ceased to be a non-exempt cooperative for income tax purposes when we became a public company, a full valuation allowance was recorded against those NOLs. At that time, we entered into an agreement (NOL Agreement) with the pre-IPO owners under which they would benefit should any of the pre-IPO NOLs be realized in future years by our using the NOLs to offset post-IPO taxable income. If this were to occur, we would pay the pre-IPO owners amounts equal to the resulting federal and state income taxes actually saved. At December 31, 2012, the NOLs had a potential tax benefit of $94.3 million, which had been fully reserved by the valuation allowance. In January 2013, we and the pre-IPO owners amended the NOL Agreement to provide, among other things, that we would be entitled to retain 26.9% of any settlement realized.

        In March 2013, we entered into a Closing Agreement with the IRS to resolve the tax treatment of the pre-IPO NOLs. Pursuant to the Closing Agreement, we have agreed with the IRS that we will be entitled to a tax deduction equal to a portion of the NOLs over five years commencing with the 2012 tax year. Under the terms of the amended NOL Agreement, 73.1% of the federal and state tax savings will be payable to our pre-IPO owners. As a result of the Closing Agreement, we recorded a liability of $55.2 million to recognize the tax savings from the IRS settlement that will be payable to our pre-IPO owners under the terms of the NOL Agreement. In our consolidated statement of operations for the six months ended June 30, 2013, the expense related to this liability is included in Other non-operating—net. On our consolidated balance sheet at June 30, 2013, $13.5 million is included in accounts payable and accrued expenses for the current portion of the tax savings payable to the pre-IPO owners and $41.7 million is included in other noncurrent liabilities for the portion of the tax savings payable to the pre-IPO owners in future years. In our consolidated statement of cash flows for the six months ended June 30, 2013, these amounts are included in accounts payable and accrued expenses, and other-net, respectively.

        The tax effect of the IRS settlement noted above includes an $86.8 million reduction to our unrecognized tax benefits previously recorded for the disallowed refund claims based on utilization of the pre-IPO NOLs.

        Our effective tax rate would be affected by $69.4 million if our unrecognized tax benefits at June 30, 2013 were to be recognized in the future.

        For additional information concerning income taxes, see Note 11—Income Taxes in our 2012 Annual Report on Form 10-K filed with the SEC on February 27, 2013.

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Inventories-Net (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Inventories-Net
Fertilizer	$ 251.2	$ 212.2
Raw materials, spare parts and supplies	69.8	65.7
Total inventories - net	$ 321.0	$ 277.9

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CONSOLIDATED BALANCE SHEETS (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 1,934.1	$ 2,274.9
Restricted cash	74.2
Accounts receivable - net	294.3	217.4
Inventories - net	321.0	277.9
Prepaid income taxes	24.5
Deferred income taxes	44.9	9.5
Other	26.5	27.9
Total current assets	2,719.5	2,807.6
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $2,899.7 and $2,757.1	4,086.5	3,900.5
Asset retirement obligation funds	200.8	200.8
Investments in and advances to affiliates	898.6	935.6
Goodwill	2,064.5	2,064.5
Other assets	281.7	257.9
Total assets	10,251.6	10,166.9
Current liabilities:
Accounts payable and accrued expenses	489.9	366.5
Income taxes payable	15.9	187.1
Customer advances	67.7	380.7
Notes payable		5.0
Distributions payable to noncontrolling interest		5.3
Other	3.6	5.6
Total current liabilities	577.1	950.2
Long-term debt	3,098.0	1,600.0
Deferred income taxes	783.2	938.8
Other noncurrent liabilities	449.9	395.7
Contingencies (Note 18)
Stockholders' equity:
Preferred stock - $0.01 par value, 50,000,000 shares authorized
Common stock - $0.01 par value, 500,000,000 shares authorized, 2013 - 59,305,690 shares issued and 2012 - 62,961,628 shares issued	0.6	0.6
Paid-in capital	1,653.5	2,492.4
Retained earnings	3,673.1	3,461.1
Treasury stock - at cost, 2013 - 1,274,837 shares and 2012 - 10,940 shares	(233.3)	(2.3)
Accumulated other comprehensive loss	(115.3)	(49.6)
Total stockholders' equity	4,978.6	5,902.2
Noncontrolling interest	364.8	380.0
Total equity	5,343.4	6,282.2
Total liabilities and equity	$ 10,251.6	$ 10,166.9

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2013

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2.     Summary of Significant Accounting Policies

        For a complete discussion of the Company's significant accounting policies, refer to our 2012 Annual Report on Form 10-K filed with the SEC on February 27, 2013.

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Treasury Stock

6 Months Ended

Jun. 30, 2013

Treasury Stock

Treasury Stock

16.   Treasury Stock

        In the third quarter of 2012, we announced that our Board of Directors authorized the repurchase of up to $3.0 billion of CF Holdings common stock through December 31, 2016. Repurchases under this program may be made from time to time in the open market, in privately negotiated transactions, or otherwise. The manner, timing, and amount of any repurchases are determined by our management based on evaluation of market conditions, stock price, and other factors. In the first quarter of 2013, we repurchased 2.5 million shares for $507.3 million and in the second quarter of 2013, we repurchased an additional 2.6 million shares for $474.2 million, of which $65.9 million was accrued but unpaid at June 30, 2013. In May 2013, we retired 3.8 million shares of repurchased stock through April 2013. As of June 30, 2013, we held approximately 1.3 million shares of repurchased stock. Subsequent to June 30, 2013, we repurchased an additional 0.7 million shares for $130.0 million, bringing the total repurchased shares to date under this program to 5.8 million at an aggregate expenditure of $1.1 billion.

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Condensed Consolidating Financial Statements (Details 2) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Net earnings	$ 518.1	$ 678.3	$ 947.5	$ 1,110.0
Other comprehensive income	(5.3)	(3.6)	(66.4)	24.2
Comprehensive income	512.8	674.7	881.1	1,134.2
Less: Comprehensive income attributable to noncontrolling interest	19.8	71.6	42.1	135.4
Comprehensive income attributable to common stockholders	493.0	603.1	839.0	998.8
Parent | Condensed Consolidating Financial Information Relating to Senior Notes
Net earnings	498.2	606.3	904.7	974.7
Other comprehensive income	(5.2)	(3.2)	(65.7)	24.0
Comprehensive income	493.0	603.1	839.0	998.7
Comprehensive income attributable to common stockholders	493.0	603.1	839.0	998.7
CFI | Condensed Consolidating Financial Information Relating to Senior Notes
Net earnings	498.6	607.0	905.8	975.8
Other comprehensive income	(5.2)	(3.2)	(65.7)	24.0
Comprehensive income	493.4	603.8	840.1	999.8
Comprehensive income attributable to common stockholders	493.4	603.8	840.1	999.8
Other Subsidiaries | Condensed Consolidating Financial Information Relating to Senior Notes
Net earnings	502.4	441.7	886.4	743.2
Other comprehensive income	(5.3)	(4.9)	(112.4)	20.8
Comprehensive income	497.1	436.8	774.0	764.0
Less: Comprehensive income attributable to noncontrolling interest	21.1	180.2	46.8	330.2
Comprehensive income attributable to common stockholders	476.0	256.6	727.2	433.8
Eliminations | Condensed Consolidating Financial Information Relating to Senior Notes
Net earnings	(981.1)	(976.7)	(1,749.4)	(1,583.7)
Other comprehensive income	10.4	7.7	177.4	(44.6)
Comprehensive income	(970.7)	(969.0)	(1,572.0)	(1,628.3)
Less: Comprehensive income attributable to noncontrolling interest	(1.3)	(108.6)	(4.7)	(194.8)
Comprehensive income attributable to common stockholders	$ (969.4)	$ (860.4)	$ (1,567.3)	$ (1,433.5)

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Goodwill and Other Intangible Assets (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Goodwill and other intangible assets
Balance by segment	$ 2,064.5	$ 2,064.5
Nitrogen
Goodwill and other intangible assets
Balance by segment	2,063.6	2,063.6
Phosphate
Goodwill and other intangible assets
Balance by segment	$ 0.9	$ 0.9

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Inventories-Net

6 Months Ended

Jun. 30, 2013

Inventories-Net

Inventories-Net

10.   Inventories—Net

        Inventories—net consist of the following:

	June 30, 2013		December 31, 2012
	(in millions)
Fertilizer	$	251.2	$	212.2
Raw materials, spare parts and supplies		69.8		65.7
	$	321.0	$	277.9

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Fair Value Measurements (Details 2) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Assets and liabilities measured at fair value on a recurring basis
Cash and cash equivalents	$ 1,934.1	$ 2,274.9
Restricted cash	74.2
Asset retirement obligation funds	200.8	200.8
Recurring basis | Quoted Prices in Active Markets (Level 1)
Assets and liabilities measured at fair value on a recurring basis
Cash and cash equivalents	1,934.1	2,274.9
Restricted cash	74.2
Asset retirement obligation funds	200.8	200.8
Nonqualified employee benefit trusts		22.0
Total assets at fair value	2,209.1	2,497.7
Recurring basis | Significant Other Observable Inputs (Level 2)
Assets and liabilities measured at fair value on a recurring basis
Unrealized gains on derivative instruments	3.5	17.3
Total assets at fair value	3.5	17.3
Unrealized losses on derivative instruments	5.0	5.6
Total liabilities at fair value	5.0	5.6
Recurring basis | Significant Unobservable Inputs (Level 3)
Assets and liabilities measured at fair value on a recurring basis
Investments in auction rate securities		26.0
Total assets at fair value		26.0
Recurring basis | Total Fair Value
Assets and liabilities measured at fair value on a recurring basis
Cash and cash equivalents	1,934.1	2,274.9
Restricted cash	74.2
Unrealized gains on derivative instruments	3.5	17.3
Asset retirement obligation funds	200.8	200.8
Investments in auction rate securities		26.0
Nonqualified employee benefit trusts		22.0
Total assets at fair value	2,212.6	2,541.0
Unrealized losses on derivative instruments	5.0	5.6
Total liabilities at fair value	$ 5.0	$ 5.6

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Goodwill and Other Intangible Assets (Details 2) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Identifiable intangibles
Gross Carrying Amount	$ 60.0		$ 60.0		$ 60.0
Accumulated Amortization	(12.3)		(12.3)		(10.4)
Net	47.7		47.7		49.6
Amortization expense	1.0	1.0	1.9	1.9
Total estimated amortization expense for the five succeeding fiscal years
Remainder of 2013	1.9		1.9
2014	3.8		3.8
2015	3.8		3.8
2016	3.8		3.8
2017	3.8		3.8
2018	3.8		3.8
Total Estimated Amortization Expense	20.9		20.9
Customer relationships
Identifiable intangibles
Gross Carrying Amount	50.0		50.0		50.0
Accumulated Amortization	(9.0)		(9.0)		(7.6)
Net	41.0		41.0		42.4
TerraCair Brand
Identifiable intangibles
Gross Carrying Amount	10.0		10.0		10.0
Accumulated Amortization	(3.3)		(3.3)		(2.8)
Net	$ 6.7		$ 6.7		$ 7.2

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Goodwill and Other Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2013

Goodwill and Other Intangible Assets

Schedule of carrying amount of goodwill by business segment

 The following table shows the carrying amount of goodwill by business segment at June 30, 2013 and December 31, 2012:

	Nitrogen		Phosphate		Total
	(in millions)
Balance by segment	$	2,063.6	$	0.9	$	2,064.5

Schedule of the identifiable intangibles and their carrying values presented in other noncurrent assets on consolidated balance sheet

	At June 30, 2013							At December 31, 2012
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
						(in millions)
Intangible assets:
Customer Relationships	$	50.0	$	(9.0	)	$	41.0	$	50.0	$	(7.6	)	$	42.4
TerraCair Brand		10.0		(3.3	)		6.7		10.0		(2.8	)		7.2
Total intangible assets	$	60.0	$	(12.3	)	$	47.7	$	60.0	$	(10.4	)	$	49.6

Schedule of estimated future amortization expense

	Estimated Amortization Expense
	(in millions)
Remainder of 2013	$	1.9
2014		3.8
2015		3.8
2016		3.8
2017		3.8
2018		3.8
	$	20.9

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Segment Disclosures

6 Months Ended

Jun. 30, 2013

Segment Disclosures

Segment Disclosures

19.   Segment Disclosures

        We are organized and managed based on two business segments, which are differentiated primarily by their products, the markets they serve and the regulatory environments in which they operate. Our two business segments are the nitrogen segment and the phosphate segment. The Company's management uses gross margin to evaluate segment performance and allocate resources. Total other operating costs and expenses (consisting of selling, general and administrative expenses and other operating-net) and non-operating expenses (interest and income taxes), are centrally managed and are not included in the measurement of segment profitability reviewed by management.

        Segment data for sales, cost of sales and gross margin for the three and six months ended June 30, 2013 and 2012 are presented in the table below.

	Nitrogen		Phosphate		Consolidated
	(in millions)
Three months ended June 30, 2013
Net sales
Ammonia	$	586.8	$	—	$	586.8
Granular urea		271.1		—		271.1
UAN		556.1		—		556.1
AN		65.2		—		65.2
DAP		—		137.4		137.4
MAP		—		52.3		52.3
Other		46.0		—		46.0
		1,525.2		189.7		1,714.9
Cost of sales		678.0		171.7		849.7
Gross margin	$	847.2	$	18.0	$	865.2
Total other operating costs and expenses						41.0
Equity in earnings of operating affiliates						9.5
Operating earnings					$	833.7
Three months ended June 30, 2012
Net sales
Ammonia	$	503.5	$	—	$	503.5
Granular urea		361.8		—		361.8
UAN		527.7		—		527.7
AN		64.1		—		64.1
DAP		—		173.7		173.7
MAP		—		57.8		57.8
Other		47.0		—		47.0
		1,504.1		231.5		1,735.6
Cost of sales		511.2		181.1		692.3
Gross margin	$	992.9	$	50.4	$	1,043.3
Total other operating costs and expenses						52.1
Equity in earnings of operating affiliates						13.8
Operating earnings					$	1,005.0

	Nitrogen		Phosphate		Consolidated
	(in millions)
Six months ended June 30, 2013
Net sales
Ammonia	$	787.2	$	—	$	787.2
Granular urea		534.7		—		534.7
UAN		1,094.0		—		1,094.0
AN		120.1		—		120.1
DAP		—		334.0		334.0
MAP		—		94.6		94.6
Other		86.8		—		86.8
		2,622.8		428.6		3,051.4
Cost of sales		1,128.0		383.1		1,511.1
Gross margin	$	1,494.8	$	45.5	$	1,540.3
Total other operating costs and expenses						99.9
Equity in earnings of operating affiliates						21.1
Operating earnings					$	1,461.5
Six months ended June 30, 2012
Net sales
Ammonia	$	905.2	$	—	$	905.2
Granular urea		711.2		—		711.2
UAN		951.4		—		951.4
AN		127.9		—		127.9
DAP		—		383.0		383.0
MAP		—		104.4		104.4
Other		80.1		—		80.1
		2,775.8		487.4		3,263.2
Cost of sales		1,120.8		387.3		1,508.1
Gross margin	$	1,655.0	$	100.1	$	1,755.1
Total other operating costs and expenses						108.2
Equity in earnings of operating affiliates						29.3
Operating earnings					$	1,676.2

        Total assets at June 30, 2013 and December 31, 2012, are presented below.

	Nitrogen		Phosphate		Other		Consolidated
	(in millions)
Assets
June 30, 2013	$	6,276.4	$	816.1	$	3,159.1	$	10,251.6
December 31, 2012	$	5,991.5	$	795.2	$	3,380.2	$	10,166.9

        The Other category of assets in the table above includes amounts attributable to corporate headquarters and unallocated corporate assets, such as our cash and cash equivalents, short-term investments, equity method investments and other investments.

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Contingencies

6 Months Ended

Jun. 30, 2013

Contingencies

Contingencies

18.   Contingencies

Litigation

West Fertilizer Co.

        In April 2013, there was a fire and explosion at the West Fertilizer Co. fertilizer storage and distribution facility in West, Texas. According to published reports, 15 people were killed and approximately 200 people were injured in the incident, and the fire and explosion damaged or destroyed a number of homes and buildings around the facility. We have been named as defendants in lawsuits filed in the District Court of McLennan County, Texas by the City of West, Texas and individual residents of the County seeking recovery for damages allegedly sustained as a result of the explosion. Plaintiffs allege various theories of negligence, strict liability and breach of warranty under Texas law. Although we do not own or operate the facility or directly sell our product to West Fertilizer Co., products we have manufactured and sold to others have been delivered to the facility and may have been stored at the West facility at the time of the incident. Based on the initial analysis of the pending lawsuits, we believe that we have strong legal and factual defenses to the claims and intend to defend ourselves vigorously in the pending lawsuits and any other claims brought against us in connection with the incident. In addition, the increased focus on the risks associated with fertilizers as a result of the incident could impact the regulatory environment and requirements applicable to fertilizer manufacturing and storage facilities.

Other Litigation

        From time to time, we are subject to ordinary, routine legal proceedings related to the usual conduct of our business, including proceedings regarding public utility and transportation rates, environmental matters, taxes and permits relating to the operations of our various plants and facilities. Based on the information available as of the date of this filing, we believe that the ultimate outcome of these matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Environmental

Florida Environmental Matters

Clean Air Act Investigation

        On March 19, 2007, the Company received a letter from the EPA under Section 114 of the Federal Clean Air Act requesting information and copies of records relating to compliance with New Source Review, New Source Performance Standards, and National Emission Standards for Hazardous Air Pollutants at the Plant City facility. The Company provided the requested information to the EPA in late 2007. The EPA initiated this same process in relation to numerous other sulfuric acid plants and phosphoric acid plants throughout the nation, including other facilities in Florida.

        The Company received a Notice of Violation (NOV) from the EPA by letter dated June 16, 2010. The NOV alleges the Company violated the Prevention of Significant Deterioration (PSD) Clean Air Act regulations relating to certain projects undertaken at the Plant City facility's sulfuric acid plants. This NOV further alleges that the actions that are the basis for the alleged PSD violations also resulted in violations of Title V air operating permit regulations. Finally, the NOV alleges that the Company failed to comply with certain compliance dates established by hazardous air pollutant regulations for phosphoric acid manufacturing plants and phosphate fertilizer production plants. Although this matter has been referred to the United States Department of Justice (DOJ), the Company has continued to meet with the EPA to discuss these alleged violations. The Company does not know at this time if it will settle this matter prior to initiation of formal legal action.

        We cannot estimate the potential penalties, fines or other expenditures, if any, that may result from the Clean Air Act NOV and, therefore, we cannot determine if the ultimate outcome of this matter will have a material impact on the Company's financial position, results of operations or cash flows.

EPCRA/CERCLA Investigation

        Pursuant to a letter from the DOJ dated July 28, 2008 that was sent to representatives of the major U.S. phosphoric acid manufacturers, including CF Industries, the DOJ stated that it and the EPA believe that apparent violations of Section 313 of the Emergency Planning and Community Right-to-Know Act (EPCRA), which requires annual reports to be submitted with respect to the use of certain toxic chemicals, have occurred at all of the phosphoric acid facilities operated by these manufacturers. The letter also states that the DOJ and the EPA believe that most of these facilities have violated Section 304 of EPCRA and Section 103 of the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) by failing to provide required notifications relating to the release of hydrogen fluoride from these facilities. The letter did not specifically identify alleged violations at our Plant City, Florida complex or assert a claim for a specific amount of penalties. The EPA submitted an information request to the Company on February 11, 2009, as a follow-up to the July 2008 letter. The Company provided information in response to the agency's inquiry on May 14 and May 29, 2009.

        By letter dated July 6, 2010, the EPA issued a NOV to the Company alleging violations of EPCRA and CERCLA. The Company had an initial meeting with the EPA to discuss these alleged violations. The Company does not know at this time if it will settle this matter prior to initiation of formal legal action.

        We do not expect that penalties or fines, if any, that may arise out of the EPCRA/CERCLA matter will have a material impact on the Company's financial position, results of operations or cash flows.

Federal Numeric Nutrient Criteria Regulation

        On August 18, 2009, the EPA entered into a consent decree with certain environmental groups with respect to the promulgation of numeric criteria for nitrogen and phosphorous in surface waters in Florida. The consent decree was approved by a Federal district court judge on November 16, 2009. The EPA adopted final numeric nutrient criteria for Florida lakes and inland flowing waters on November 14, 2010. On February 18, 2012, the Court upheld parts of the numeric nutrient criteria regulation, but found that the EPA had not adequately justified the criteria for streams and therefore concluded that the adoption of such criteria was arbitrary and capricious. The Court ordered the EPA to issue proposed or final numeric nutrient criteria for streams by May 21, 2012 (subject to the EPA seeking an extension of such time period pursuant to the terms of the 2009 consent decree). Subsequently, the Court granted the EPA's motion to allow the EPA to propose numeric nutrient criteria for streams by November 30, 2012 and to finalize such criteria by August 31, 2013.

        In December 2011, the State of Florida proposed its own numeric nutrient criteria for surface waters. The nitrogen and phosphorous criteria in the proposed rule are substantially identical to the federal rule, but the state proposal includes biological verification as a component of the criteria and adopts existing nutrient Total Maximum Daily Loads (TMDL) as applicable numeric criteria. The impact of these modifications could be to provide more flexibility with respect to nitrogen and phosphorous limits in wastewater discharge permits so long as such discharges do not impair the biological health of receiving water bodies. Environmental groups filed a challenge to the proposed state rule, but the rule was upheld by an administrative law judge on June 8, 2012 and became final. An appeal of the administrative decision upholding the rule is now pending before a Florida appellate court.

        On November 30, 2012, the EPA approved Florida's rule. However, because the EPA identified what it considered to be gaps in the scope of the waters covered by Florida's rule and potential legal issues that might bar the Florida rule from going into effect, the EPA, pursuant to the Court order described above, has again proposed numeric nutrient criteria for Florida streams. On March 15, 2013, the EPA and the FDEP announced an agreement in principle that would allow the EPA to withdraw its proposed rule subject to certain actions to be taken by FDEP and EPA.

        Notwithstanding the EPA's approval of the Florida rule, the federal criteria for lakes and inland waters previously upheld by the Court (excluding the criteria found to be arbitrary and capricious) became effective on January 6, 2013. The EPA intends to withdraw these criteria once the State of Florida completes all of the actions required pursuant to the aforementioned agreement in principle.

        The 2009 consent decree also requires the EPA to develop numeric nutrient criteria for Florida coastal and estuarine waters. The numeric criteria adopted by the State of Florida and approved by the EPA includes numeric criteria for some coastal and estuarine waters, but as with streams, EPA raised issues regarding the scope of coverage of Florida's regulation. Accordingly, on November 30, 2012, the EPA proposed numeric nutrient criteria for Florida coastal and estuarine waters. Pursuant to the March 2013 agreement in principle, the EPA intends to withdraw this proposed rule subject to actions to be taken by FDEP, EPA and the Florida legislature that will establish appropriate criteria for Florida coastal and estuarine waters in accordance with the timetable established in the agreement in principle.

        On June 27, 2013, the EPA approved new and revised water quality standards submitted by the FDEP relating to the scope of coverage of the FDEP's numeric nutrient criteria for surface waters. On June 28, 2013, the EPA (i) issued a finding that Florida's numeric criteria were sufficient to protect those surface waters that the FDEP had determined were not to be covered by the state numeric criteria and (ii) based on this finding, filed a motion to modify the August 2009 consent decree to exclude these surface waters from EPA's obligations under the consent decree. The Court has not yet ruled on this motion.

        Depending on the developments discussed herein, federal or state numeric nutrient water quality criteria for Florida waters could result in substantially more stringent nitrogen and phosphorous limits in wastewater discharge permits for our mining, manufacturing and distribution operations in Florida. More stringent limits on wastewater discharge permits could increase our costs and limit our operations and, therefore, could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Louisiana Environmental Matters

Clean Air Act—Section 185 Fee

        Our Donaldsonville Nitrogen Complex is located in a five-parish region near Baton Rouge, Louisiana that, as of 2005, was designated as being in "severe" nonattainment with respect to the national ambient air quality standard (NAAQS) for ozone (the 1-hour ozone standard) pursuant to the Federal Clean Air Act (the Act). Section 185 of the Act requires states, in their state implementation plans, to levy a fee (Section 185 fee) on major stationary sources (such as the Donaldsonville facility) located in a severe nonattainment area that did not meet the 1-hour ozone standard by November 30, 2005. The fee was to be assessed for each calendar year (beginning in 2006) until the area achieved compliance with the ozone NAAQS.

        Prior to the imposition of Section 185 fees, the EPA adopted a new ozone standard (the 8-hour ozone standard) and rescinded the 1-hour ozone standard. The Baton Rouge area was designated as a "moderate" nonattainment area with respect to the 8-hour ozone standard. However, because Section 185 fees had never been assessed prior to the rescission of the 1-hour ozone standard (rescinded prior to the November 30, 2005 ozone attainment deadline), the EPA concluded in a 2004 rulemaking implementing the 8-hour ozone standard that the Act did not require states to assess Section 185 fees. As a result, Section 185 fees were not assessed against CF Industries and other companies located in the Baton Rouge area.

        In 2006, the federal D.C. Circuit Court of Appeals rejected the EPA's position and held that Section 185 fees were controls that must be maintained and fees should have been assessed under the Act. In January 2008, the U.S. Supreme Court declined to accept the case for review, making the appellate court's decision final.

        In July 2011, the EPA approved a revision to Louisiana's air pollution program that eliminated the requirement for Baton Rouge area companies to pay Section 185 fees, based on Baton Rouge's ultimate attainment of the 1-hour standard through permanent and enforceable emissions reductions. EPA's approval of the Louisiana air program revision became effective on August 8, 2011. However, a recent decision by the federal D.C. Circuit Court of Appeals struck down a similar, but perhaps distinguishable, EPA guidance document regarding alternatives to Section 185 fees. At this time, the viability of EPA's approval of Louisiana's elimination of Section 185 fees is uncertain. Regardless of the approach ultimately adopted by the EPA, we expect that it is likely to be challenged by the environmental community, the states, and/or affected industries. Therefore, the costs associated with compliance with the Act cannot be determined at this time, and we cannot reasonably estimate the impact on the Company's financial position, results of operations or cash flows.

Clean Air Act Information Request

        On February 26, 2009, the Company received a letter from the EPA under Section 114 of the Act requesting information and copies of records relating to compliance with New Source Review and New Source Performance Standards at the Donaldsonville facility. The Company has completed the submittal of all requested information. There has been no further contact from the EPA regarding this matter.

Other

CERCLA/Remediation Matters

        From time to time, we receive notices from governmental agencies or third parties alleging that we are a potentially responsible party at certain cleanup sites under CERCLA or other environmental cleanup laws. In 2011, we received a notice from the Idaho Department of Environmental Quality (IDEQ) that alleged that we were a potentially responsible party for the cleanup of a former phosphate mine site we owned in the late 1950s and early 1960s located in Georgetown Canyon, Idaho. The current owner of the property and a former mining contractor received similar notices for the mine site. IDEQ requested that each party indicate its willingness to enter into negotiations for a remedial investigation of the site. The current owner indicated a willingness to negotiate. While reserving all rights and not admitting liability, we also indicated a willingness to negotiate. Negotiations are continuing. We are not able to estimate at this time our potential liability, if any, with respect to the cleanup of the site. However, based on currently available information, we do not expect that any remedial or financial obligations we may be subject to involving this or other cleanup sites will have a material adverse effect on our business, financial condition, results of operations or cash flows.

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Noncontrolling Interests (Details 2) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Noncontrolling interest
Balance at the beginning of the period			$ 380.0	$ 385.9
Earnings attributable to noncontrolling interest	19.9	72.0	42.8	135.3
Declaration of distribution payable			(40.6)	(39.3)
Acquisition of noncontrolling interest in CFL			(16.8)
Effect of exchange rates changes			(0.6)	(1.1)
Balance at the end of the period	364.8	480.8	364.8	480.8
Distributions payable to noncontrolling interest:
Distribution payable to noncontrolling interest, balance at the beginning of the period			5.3	149.7
Declaration of distributions payable			40.6	39.3
Distributions to noncontrolling interest			(45.8)	(193.3)
Effect of exchange rate changes			(0.1)	4.3
CFL
Noncontrolling interest
Balance at the beginning of the period			17.4	16.7
Earnings attributable to noncontrolling interest			2.3	100.1
Declaration of distribution payable			(2.3)
Acquisition of noncontrolling interest in CFL			(16.8)
Effect of exchange rates changes			(0.6)	(1.1)
Balance at the end of the period		115.7		115.7
Distributions payable to noncontrolling interest:
Distribution payable to noncontrolling interest, balance at the beginning of the period			5.3	149.7
Declaration of distributions payable			2.3
Distributions to noncontrolling interest			(7.5)	(154.0)
Effect of exchange rate changes			(0.1)	4.3
TNCLP
Noncontrolling interest
Balance at the beginning of the period			362.6	369.2
Earnings attributable to noncontrolling interest			40.5	35.2
Declaration of distribution payable			(38.3)	(39.3)
Balance at the end of the period	364.8	365.1	364.8	365.1
Distributions payable to noncontrolling interest:
Declaration of distributions payable			38.3	39.3
Distributions to noncontrolling interest			$ (38.3)	$ (39.3)

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Interest Expense (Tables)

6 Months Ended

Jun. 30, 2013

Interest Expense

Schedule of interest expense

	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
	(in millions)
Interest on borrowings	$	35.0		$	28.1		$	63.0		$	56.1
Fees on financing agreements		4.0			20.0			7.5			25.1
Interest on tax liabilities		(0.4	)		0.5			11.7			1.0
Interest capitalized and other		(6.3	)		(3.3	)		(10.8	)		(6.0	)
	$	32.3		$	45.3		$	71.4		$	76.2

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Derivative Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2013

Derivative Financial Instruments

Schedule of effect of derivatives in our consolidated statements of operations

	Gain (loss) recognized in OCI				Gain (loss) reclassified from AOCI into income
	Three months ended June 30,					Three months ended June 30,
Derivatives designated as cash flow hedges	2013		2012		Location	2013		2012
	(in millions)					(in millions)
Foreign exchange contracts	$	5.7	$	—	Other operating—net	$	—	$	—

	Gain (loss) recognized in income
		Three months ended June 30,
	Location	2013			2012
		(in millions)
Foreign exchange contracts	Other operating—net(1)	$	(2.0	)	$	—

	Gain (loss) recognized in income
		Three months ended June 30,
Derivatives not	Location	2013			2012
designated as hedges
		(in millions)
Natural gas derivatives	Cost of sales	$	(18.0	)	$	77.6
Foreign exchange contracts	Other operating—net		5.6			—
		$	(12.4	)	$	77.6

	Gain (loss) in income
	Three months ended June 30,
All Derivatives	2013			2012
	(in millions)
Unrealized gains (losses)
Derivatives not designated as hedges	$	(12.4	)	$	77.6
Cash flow hedge ineffectiveness		(2.0	)		—
Total unrealized (losses) gains		(14.4	)		77.6
Realized gains (losses)		17.0			(54.2	)
Net derivative gains	$	2.6		$	23.4

	Gain (loss) recognized in OCI					Gain (loss) reclassified from AOCI into income
	Six months ended June 30,						Six months ended June 30,
Derivatives designated as cash flow hedges	2013			2012		Location	2013		2012
	(in millions)						(in millions)
Foreign exchange contracts	$	(6.5	)	$	—	Other operating—net	$	—	$	—

	Gain (loss) recognized in income
		Six months ended June 30,
	Location	2013			2012
		(in millions)
Foreign exchange contracts	Other operating—net(1)	$	(2.1	)	$	—

	Gain (loss) recognized in income
		Six months ended June 30,
Derivatives not	Location	2013			2012
designated as hedges
		(in millions)
Natural gas derivatives	Cost of sales	$	4.4		$	21.7
Foreign exchange contracts	Other operating—net		(7.9	)		—
		$	(3.5	)	$	21.7

	Gain (loss) in income
	Six months ended June 30,
All Derivatives	2013			2012
	(in millions)
Unrealized gains (losses)
Derivatives not designated as hedges	$	(3.5	)	$	21.7
Cash flow hedge ineffectiveness		(2.1	)		—
Total unrealized gains (losses)		(5.6	)		21.7
Realized gains (losses)		9.3			(102.4	)
Net derivative gains (losses)	$	3.7		$	(80.7	)

⁽¹⁾

For derivatives designated as cash flow hedges, the amount reported as gain (loss) recognized in income represents the amount excluded from hedge effectiveness.

Schedule of fair values of derivatives in our consolidated balance sheet

	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	June 30, 2013		December 31, 2012		Balance Sheet Location	June 30, 2013		December 31, 2012
	(in millions)
Derivatives designated as hedging instruments
Foreign exchange contracts	Other current assets	$	1.9	$	4.2	Other current liabilities	$	0.2	$	—
Foreign exchange contracts	Other noncurrent assets		—		4.8	Other noncurrent liabilities		0.7		—
		$	1.9	$	9.0		$	0.9	$	—
Derivatives not designated as hedging instruments
Foreign exchange contracts	Other current assets	$	1.4	$	3.9	Other current liabilities	$	2.3	$	—
Foreign exchange contracts	Other noncurrent assets		—		2.4	Other non current liabilities		1.7		—
Natural gas derivatives	Other current assets		0.2		2.0	Other current liabilities		0.1		5.5
Natural gas derivatives	Other noncurrent assets		—		—	Other non current liabilities		—		0.1
		$	1.6	$	8.3		$	4.1	$	5.6
Total derivatives		$	3.5	$	17.3		$	5.0	$	5.6
Current / Non-Current Totals
	Other current assets	$	3.5	$	10.1	Other current liabilities	$	2.6	$	5.5
	Other noncurrent assets		—		7.2	Other non current liabilities		2.4		0.1
Total derivatives		$	3.5	$	17.3		$	5.0	$	5.6

Schedule of amounts relevant to offsetting of derivative assets and liabilities

				Gross amounts not offset in consolidated balance sheet
	Gross and Net amounts presented in consolidated balance sheet(1)
				Financial instruments		Cash collateral received (pledged)		Net amount
	(in millions)
June 30, 2013
Total derivative assets	$	3.5	(2)	$	1.4	$	—	$	2.1
Total derivative liabilities		5.0	(3)		1.4		—		3.6
Net assets	$	(1.5	)	$	—	$	—	$	(1.5	)
December 31, 2012
Total derivative assets	$	17.3	(4)	$	4.6	$	—	$	12.7
Total derivative liabilities		5.6	(5)		4.6		—		1.0
Net assets	$	11.7		$	—	$	—	$	11.7

⁽¹⁾

We report the fair values of our derivative assets and liabilities on a gross basis on our consolidated balance sheet. As a result, the gross amounts recognized and net amounts presented are the same.

⁽²⁾

The $3.5 million is included in other current assets at June 30, 2013.

⁽³⁾

Of the $5.0 million at June 30, 2013, $2.6 million is included in other current liabilities and $2.4 million is included in other noncurrent liabilities.

⁽⁴⁾

Of the $17.3 million at December 31, 2012, $10.1 million is included in other current assets and $7.2 million is included in other noncurrent assets.

⁽⁵⁾

Of the $5.6 million at December 31, 2012, $5.5 million is included in other current liabilities and $0.1 million is included in other noncurrent liabilities.

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Net Earnings Per Share (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Net Earnings Per Share
Net earnings attributable to common stockholders	$ 498.2	$ 606.3	$ 904.7	$ 974.7
Basic earnings per common share:
Weighted average common shares outstanding	59.1	64.3	60.7	64.9
Net earnings attributable to common stockholders basic (in dollars per share)	$ 8.43	$ 9.42	$ 14.91	$ 15.01
Diluted earnings per common share:
Weighted average common shares outstanding	59.1	64.3	60.7	64.9
Dilutive common share - stock options	0.4	0.9	0.4	0.9
Diluted weighted average shares outstanding	59.5	65.2	61.1	65.8
Net earnings attributable to common stockholders diluted (in dollars per share)	$ 8.38	$ 9.31	$ 14.80	$ 14.81

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2013

Fair Value Measurements

Schedule of cash and cash equivalents and other investments reconciliation from adjusted cost to fair value

	June 30, 2013
	Adjusted Cost		Unrealized Gains		Unrealized Losses		Fair Value
	(in millions)
Cash	$	79.2	$	—	$	—	$	79.2
U.S. and Canadian government obligations		1,336.6		—		—		1,336.6
Other debt securities		518.3		—		—		518.3
Total cash and cash equivalents	$	1,934.1	$	—	$	—	$	1,934.1
Restricted cash		74.2		—		—		74.2
Asset retirement obligation funds		200.8		—		—		200.8

	December 31, 2012
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(in millions)
Cash	$	106.0	$	—	$	—		$	106.0
U.S. and Canadian government obligations		1,996.9		—		—			1,996.9
Other debt securities		172.0		—		—			172.0
Total cash and cash equivalents	$	2,274.9	$	—	$	—		$	2,274.9
Investments in auction rate securities		27.3		—		(1.3	)		26.0
Asset retirement obligation funds		200.8		—		—			200.8
Nonqualified employee benefit trusts		21.2		0.8		—			22.0

Schedule of assets and liabilities measured at fair value on a recurring basis

	June 30, 2013
	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash and cash equivalents	$	1,934.1	$	1,934.1	$	—	$	—
Restricted cash		74.2		74.2		—		—
Unrealized gains on derivative instruments		3.5		—		3.5		—
Asset retirement obligation funds		200.8		200.8		—		—
Total assets at fair value	$	2,212.6	$	2,209.1	$	3.5	$	—
Unrealized losses on derivative instruments	$	5.0	$	—	$	5.0	$	—
Total liabilities at fair value	$	5.0	$	—	$	5.0	$	—

	December 31, 2012
	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash and cash equivalents	$	2,274.9	$	2,274.9	$	—	$	—
Unrealized gains on derivative instruments		17.3		—		17.3		—
Asset retirement obligation funds		200.8		200.8		—		—
Investments in auction rate securities		26.0		—		—		26.0
Nonqualified employee benefit trusts		22.0		22.0		—		—
Total assets at fair value	$	2,541.0	$	2,497.7	$	17.3	$	26.0
Unrealized losses on derivative instruments	$	5.6	$	—	$	5.6	$	—
Total liabilities at fair value	$	5.6	$	—	$	5.6	$	—

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Accumulated Other Comprehensive Income (Loss) (Details 2) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Reclassification out of AOCI
Interest income	$ 1.0		$ 3.1	$ 0.4
Tax effect	(282.9)	(309.2)	(390.3)	(516.0)
Net earnings	518.1	678.3	947.5	1,110.0
Amount Reclassified from AOCI
Reclassification out of AOCI
Net earnings			3.5
Unrealized Gain (Loss) on Securities | Amount Reclassified from AOCI
Reclassification out of AOCI
Interest income			(0.3)
Total before tax			(0.3)
Tax effect			0.1
Net earnings			(0.2)
Defined Benefit Plans | Amount Reclassified from AOCI
Reclassification out of AOCI
Amortization of prior service cost			0.1
Amortization of net loss			5.6
Total before tax			5.7
Tax effect			(2.0)
Net earnings			$ 3.7

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Accumulated Other Comprehensive Income (Loss) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Changes to accumulated other comprehensive income (loss)
Balance at the beginning of the period	$ (49.6)	$ (99.3)
Unrealized gain	(5.5)	1.0
Reclassification to net earnings	5.4	4.9
Effect of exchange rate changes and deferred taxes	(65.6)	18.2
Balance at the end of the period	(115.3)	(75.2)
Foreign Currency Translation Adjustment
Changes to accumulated other comprehensive income (loss)
Balance at the beginning of the period	61.4	15.4
Effect of exchange rate changes and deferred taxes	(67.5)	20.5
Balance at the end of the period	(6.1)	35.9
Unrealized Gain (Loss) on Securities
Changes to accumulated other comprehensive income (loss)
Balance at the beginning of the period	(0.4)	(3.0)
Unrealized gain	1.0	1.0
Reclassification to net earnings	(0.3)	(0.9)
Effect of exchange rate changes and deferred taxes	(0.1)	0.3
Balance at the end of the period	0.2	(2.6)
Unrealized Gain (Loss) on Derivatives
Changes to accumulated other comprehensive income (loss)
Balance at the beginning of the period	4.6
Unrealized gain	(6.5)
Effect of exchange rate changes and deferred taxes	2.3
Balance at the end of the period	0.4
Defined Benefit Plans
Changes to accumulated other comprehensive income (loss)
Balance at the beginning of the period	(115.2)	(111.7)
Reclassification to net earnings	5.7	5.8
Effect of exchange rate changes and deferred taxes	(0.3)	(2.6)
Balance at the end of the period	$ (109.8)	$ (108.5)

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Condensed Consolidating Financial Statements (Tables)

6 Months Ended

Jun. 30, 2013

Schedule of Condensed Consolidating Statements of Operations

Condensed, Consolidating Statement of Operations

	Three months ended June 30, 2013
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net sales	$	—		$	269.8		$	1,752.2		$	(307.1	)	$	1,714.9
Cost of sales		—			200.5			955.1			(305.9	)		849.7
Gross margin		—			69.3			797.1			(1.2	)		865.2
Selling, general and administrative expenses		0.7			3.2			40.6			—			44.5
Other operating—net		—			3.2			(6.7	)		—			(3.5	)
Total other operating costs and expenses		0.7			6.4			33.9			—			41.0
Equity in earnings of operating affiliates		—			—			9.5			—			9.5
Operating earnings (loss)		(0.7	)		62.9			772.7			(1.2	)		833.7
Interest expense		—			36.1			(3.5	)		(0.3	)		32.3
Interest income		—			(0.2	)		(1.1	)		0.3			(1.0	)
Net (earnings) of wholly-owned subsidiaries		(498.6	)		(481.3	)		—			979.9			—
Other non-operating—net		—			—			(0.3	)		—			(0.3	)
Earnings before income taxes and equity in losses of non-operating affiliates		497.9			508.3			777.6			(981.1	)		802.7
Income tax provision (benefit)		(0.3	)		9.6			273.6			—			282.9
Equity in losses of non-operating affiliates—net of taxes		—			(0.1	)		(1.6	)		—			(1.7	)
Net earnings		498.2			498.6			502.4			(981.1	)		518.1
Less: Net earnings attributable to noncontrolling interest		—			—			21.1			(1.2	)		19.9
Net earnings attributable to common stockholders	$	498.2		$	498.6		$	481.3		$	(979.9	)	$	498.2

	Six months ended June 30, 2013
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net sales	$	—		$	604.7		$	3,167.0		$	(720.3	)	$	3,051.4
Cost of sales		—			422.5			1,804.9			(716.3	)		1,511.1
Gross margin		—			182.2			1,362.1			(4.0	)		1,540.3
Selling, general and administrative expenses		1.7			4.8			82.3			—			88.8
Other operating—net		—			9.3			1.8			—			11.1
Total other operating costs and expenses		1.7			14.1			84.1			—			99.9
Equity in earnings of operating affiliates		—			—			21.1			—			21.1
Operating earnings (loss)		(1.7	)		168.1			1,299.1			(4.0	)		1,461.5
Interest expense		—			65.5			6.8			(0.9	)		71.4
Interest income		—			(0.6	)		(3.4	)		0.9			(3.1	)
Net (earnings) of wholly-owned subsidiaries		(905.8	)		(839.6	)		—			1,745.4			—
Other non-operating—net		—			—			54.4			—			54.4
Earnings before income taxes and equity in earnings of non-operating affiliates		904.1			942.8			1,241.3			(1,749.4	)		1,338.8
Income tax provision (benefit)		(0.6	)		36.9			354.0			—			390.3
Equity in loss of non-operating affiliates—net of taxes		—			(0.1	)		(0.9	)		—			(1.0	)
Net earnings		904.7			905.8			886.4			(1,749.4	)		947.5
Less: Net earnings attributable to noncontrolling interest		—			—			46.8			(4.0	)		42.8
Net earnings attributable to common stockholders	$	904.7		$	905.8		$	839.6		$	(1,745.4	)	$	904.7

	Three months ended June 30, 2012
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net sales	$	—		$	1,055.7		$	825.6		$	(145.7	)	$	1,735.6
Cost of sales		—			436.2			293.6			(37.5	)		692.3
Gross margin		—			619.5			532.0			(108.2	)		1,043.3
Selling, general and administrative expenses		1.0			34.9			5.4			—			41.3
Other operating—net		—			8.6			2.2			—			10.8
Total other operating costs and expenses		1.0			43.5			7.6			—			52.1
Equity in earnings of operating affiliates		—			(3.3	)		17.1			—			13.8
Operating earnings (loss)		(1.0	)		572.7			541.5			(108.2	)		1,005.0
Interest expense		—			42.8			2.8			(0.3	)		45.3
Interest income		—			(0.2	)		(0.1	)		0.3			—
Net earnings of wholly-owned subsidiaries		(607.0	)		(261.5	)		—			868.5			—
Other non-operating—net		—			—			(0.6	)		—			(0.6	)
Earnings before income taxes and equity in earnings (loss) of non-operating affiliates		606.0			791.6			539.4			(976.7	)		960.3
Income tax provision (benefit)		(0.3	)		184.5			125.0			—			309.2
Equity in earnings (loss) of non-operating affiliates—net of taxes		—			(0.1	)		27.3			—			27.2
Net earnings		606.3			607.0			441.7			(976.7	)		678.3
Less: Net earnings attributable to noncontrolling interest		—			—			180.2			(108.2	)		72.0
Net earnings attributable to common stockholders	$	606.3		$	607.0		$	261.5		$	(868.5	)	$	606.3

	Six months ended June 30, 2012
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net sales	$	—		$	1,971.6		$	1,556.0		$	(264.4	)	$	3,263.2
Cost of sales		—			956.9			620.7			(69.5	)		1,508.1
Gross margin		—			1,014.7			935.3			(194.9	)		1,755.1
Selling, general and administrative expenses		1.5			61.7			11.9			—			75.1
Other operating—net		—			15.8			17.3			—			33.1
Total other operating costs and expenses		1.5			77.5			29.2			—			108.2
Equity in earnings of operating affiliates		—			1.1			28.2			—			29.3
Operating earnings (loss)		(1.5	)		938.3			934.3			(194.9	)		1,676.2
Interest expense		—			71.0			5.6			(0.4	)		76.2
Interest income		—			(0.4	)		(0.4	)		0.4			(0.4	)
Net (earnings) of wholly-owned subsidiaries		(975.8	)		(413.0	)		—			1,388.8			—
Other non-operating—net		—			0.2			(0.9	)		—			(0.7	)
Earnings before income taxes and equity in earnings of non-operating affiliates		974.3			1,280.5			930.0			(1,583.7	)		1,601.1
Income tax provision (benefit)		(0.4	)		304.6			211.8			—			516.0
Equity in earnings (loss) of non-operating affiliates—net of taxes		—			(0.1	)		25.0			—			24.9
Net earnings		974.7			975.8			743.2			(1,583.7	)		1,110.0
Less: Net earnings attributable to noncontrolling interest		—			—			330.2			(194.9	)		135.3
Net earnings attributable to common stockholders	$	974.7		$	975.8		$	413.0		$	(1,388.8	)	$	974.7

Schedule of Condensed Consolidating Statements of Comprehensive Income

Condensed, Consolidating Statement of Comprehensive Income

	Three months ended June 30, 2013
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net earnings	$	498.2		$	498.6		$	502.4		$	(981.1	)	$	518.1
Other comprehensive income		(5.2	)		(5.2	)		(5.3	)		10.4			(5.3	)
Comprehensive income		493.0			493.4			497.1			(970.7	)		512.8
Less: Comprehensive income attributable to noncontrolling interest		—			—			21.1			(1.3	)		19.8
Comprehensive income attributable to common stockholders	$	493.0		$	493.4		$	476.0		$	(969.4	)	$	493.0

	Six months ended June 30, 2013
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net earnings	$	904.7		$	905.8		$	886.4		$	(1,749.4	)	$	947.5
Other comprehensive income		(65.7	)		(65.7	)		(112.4	)		177.4			(66.4	)
Comprehensive income		839.0			840.1			774.0			(1,572.0	)		881.1
Less: Comprehensive income attributable to noncontrolling interest		—			—			46.8			(4.7	)		42.1
Comprehensive income attributable to common stockholders	$	839.0		$	840.1		$	727.2		$	(1,567.3	)	$	839.0

	Three months ended June 30, 2012
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net earnings	$	606.3		$	607.0		$	441.7		$	(976.7	)	$	678.3
Other comprehensive loss		(3.2	)		(3.2	)		(4.9	)		7.7			(3.6	)
Comprehensive income		603.1			603.8			436.8			(969.0	)		674.7
Less: Comprehensive income attributable to the noncontrolling interest		—			—			180.2			(108.6	)		71.6
Comprehensive income attributable to common stockholders	$	603.1		$	603.8		$	256.6		$	(860.4	)	$	603.1

	Six months ended June 30, 2012
	Parent		CF Industries		Other Subsidiaries		Eliminations			Consolidated
	(in millions)
Net earnings	$	974.7	$	975.8	$	743.2	$	(1,583.7	)	$	1,110.0
Other comprehensive income		24.0		24.0		20.8		(44.6	)		24.2
Comprehensive income		998.7		999.8		764.0		(1,628.3	)		1,134.2
Less: Comprehensive income attributable to the noncontrolling interest		—		—		330.2		(194.8	)		135.4
Comprehensive income attributable to common stockholders	$	998.7	$	999.8	$	433.8	$	(1,433.5	)	$	998.8

Schedule of Condensed Consolidating Balance Sheets

Condensed, Consolidating Balance Sheet

	June 30, 2013
	Parent			CF Industries			Other Subsidiaries			Eliminations and Reclassifications			Consolidated
	(in millions)
Assets
Current assets:
Cash and cash equivalents	$	0.1		$	25.0		$	1,909.0		$	—		$	1,934.1
Restricted cash		—			—			74.2			—			74.2
Accounts and notes receivable-net		18.3			284.7			749.7			(758.4	)		294.3
Inventories—net		—			68.5			252.5			—			321.0
Prepaid income taxes		0.6			—			25.3			(1.4	)		24.5
Deferred income taxes		—			123.1			44.9			(123.1	)		44.9
Other		—			1.4			49.6			(24.5	)		26.5
Total current assets		19.0			502.7			3,105.2			(907.4	)		2,719.5
Property, plant and equipment—net		—			448.9			3,637.6			—			4,086.5
Asset retirement obligation funds		—			200.8			—			—			200.8
Investments in and advances to affiliates		4,640.4			7,576.5			898.4			(12,216.7	)		898.6
Due from affiliates		570.7			—			1.7			(572.4	)		—
Goodwill		—			0.9			2,063.6			—			2,064.5
Other assets		—			78.5			203.2			—			281.7
Total assets	$	5,230.1		$	8,808.3		$	9,909.7		$	(13,696.5	)	$	10,251.6
Liabilities and Equity
Current liabilities:
Accounts and notes payable and accrued expenses	$	251.5		$	317.6		$	679.3		$	(758.5	)	$	489.9
Income taxes payable		—			41.8			—			(25.9	)		15.9
Customer advances		—			—			67.7			—			67.7
Other		—			—			3.6			—			3.6
Total current liabilities		251.5			359.4			750.6			(784.4	)		577.1
Long-term debt		—			3,098.0			—			—			3,098.0
Deferred income taxes		—			—			906.3			(123.1	)		783.2
Due to affiliates		—			572.4			—			(572.4	)		—
Other noncurrent liabilities		—			138.3			311.6			—			449.9
Equity:
Stockholders' equity:
Preferred stock		—			—			16.4			(16.4	)		—
Common stock		0.6			—			1.1			(1.1	)		0.6
Paid-in capital		1,653.5			(12.7	)		7,823.0			(7,810.3	)		1,653.5
Retained earnings		3,673.1			4,768.2			(148.8	)		(4,619.4	)		3,673.1
Treasury stock		(233.3	)		—			—			—			(233.3	)
Accumulated other comprehensive income (loss)		(115.3	)		(115.3	)		(115.3	)		230.6			(115.3	)
Total stockholders' equity		4,978.6			4,640.2			7,576.4			(12,216.6	)		4,978.6
Noncontrolling interest		—			—			364.8			—			364.8
Total equity		4,978.6			4,640.2			7,941.2			(12,216.6	)		5,343.4
Total liabilities and equity	$	5,230.1		$	8,808.3		$	9,909.7		$	(13,696.5	)	$	10,251.6

	December 31, 2012
	Parent			CF Industries			Other Subsidiaries			Eliminations and Reclassifications			Consolidated
	(in millions)
Assets
Current assets:
Cash and cash equivalents	$	—		$	440.8		$	1,834.1		$	—		$	2,274.9
Accounts and notes receivable—net		—			145.1			1,007.9			(935.6	)		217.4
Income taxes receivable		—			642.1			—			(642.1	)		—
Inventories—net		—			193.1			84.8			—			277.9
Deferred income taxes		—			9.5			—			—			9.5
Other		—			15.4			12.5			—			27.9
Total current assets		—			1,446.0			2,939.3			(1,577.7	)		2,807.6
Property, plant and equipment—net		—			1,008.1			2,892.4			—			3,900.5
Deferred income taxes		—			50.7			—			(50.7	)		—
Asset retirement obligation funds		—			200.8			—			—			200.8
Investments in and advances to affiliates		5,331.5			6,291.4			935.2			(11,622.5	)		935.6
Due from affiliates		570.7			—			1.8			(572.5	)		—
Goodwill		—			0.9			2,063.6			—			2,064.5
Other assets		—			136.5			121.4			—			257.9
Total assets	$	5,902.2		$	9,134.4		$	8,953.7		$	(13,823.4	)	$	10,166.9
Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses	$	—		$	222.6		$	159.3		$	(15.4	)	$	366.5
Income taxes payable		—			—			829.2			(642.1	)		187.1
Customer advances		—			247.9			132.8			—			380.7
Notes payable		—			900.0			14.6			(909.6	)		5.0
Distributions payable to noncontrolling interest		—			—			15.7			(10.4	)		5.3
Other		—			4.5			1.1			—			5.6
Total current liabilities		—			1,375.0			1,152.7			(1,577.5	)		950.2
Long-term debt		—			1,600.0			—			—			1,600.0
Deferred income taxes		—			—			989.5			(50.7	)		938.8
Due to affiliates		—			572.5			—			(572.5	)		—
Other noncurrent liabilities		—			255.4			140.3			—			395.7
Equity:
Stockholders' equity:
Preferred stock		—			—			65.3			(65.3	)		—
Common stock		0.6			—			154.3			(154.3	)		0.6
Paid-in capital		2,492.3			739.8			4,493.6			(5,233.3	)		2,492.4
Retained earnings		3,461.2			4,641.3			1,598.3			(6,239.7	)		3,461.1
Treasury stock		(2.3	)		—			—			—			(2.3	)
Accumulated other comprehensive income (loss)		(49.6	)		(49.6	)		(2.9	)		52.5			(49.6	)
Total stockholders' equity		5,902.2			5,331.5			6,308.6			(11,640.1	)		5,902.2
Noncontrolling interest		—			—			362.6			17.4			380.0
Total equity		5,902.2			5,331.5			6,671.2			(11,622.7	)		6,282.2
Total liabilities and equity	$	5,902.2		$	9,134.4		$	8,953.7		$	(13,823.4	)	$	10,166.9

Schedule of Condensed Consolidating Statements of Cash Flows

Condensed, Consolidating Statement of Cash Flows

	Six months ended June 30, 2013
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating Activities:
Net earnings	$	904.7		$	905.8		$	886.4		$	(1,749.4	)	$	947.5
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities
Depreciation, depletion and amortization		—			29.5			184.2			—			213.7
Deferred income taxes		—			—			(44.3	)		—			(44.3	)
Stock compensation expense		6.0			—			0.2			—			6.2
Excess tax benefit from stock-based compensation		(9.6	)		—			—			—			(9.6	)
Unrealized loss (gain) on derivatives		—			—			6.7			—			6.7
Loss (gain) on disposal of property, plant and equipment		—			—			4.2			—			4.2
Undistributed loss (earnings) of affiliates—net		(905.8	)		(843.6	)		(1.8	)		1,749.4			(1.8	)
Due to / from affiliates—net		9.6			(0.1	)		(9.5	)		—			—
Changes in:
Accounts and notes receivable—net		(18.8	)		(208.9	)		(511.2	)		683.3			(55.6	)
Inventories—net		—			(9.1	)		(34.8	)		—			(43.9	)
Accrued income taxes		(0.6	)		36.2			(224.0	)		—			(188.4	)
Accounts and notes payable and accrued expenses		185.4			245.8			287.4			(683.8	)		34.8
Customer advances		—			—			(313.0	)		—			(313.0	)
Other—net		—			1.7			9.6			0.5			11.8
Net cash provided by (used in) operating activities		170.9			157.3			240.1			—			568.3
Investing Activities:
Additions to property, plant and equipment		—			(40.3	)		(362.2	)		—			(402.5	)
Proceeds from sale of property, plant and equipment		—			—			7.5			—			7.5
Sales and maturities of short-term and auction rate securities		—			5.6			—			—			5.6
Deposits to restricted cash funds		—			—			(74.2	)		—			(74.2	)
Other—net		—			—			(2.3	)		—			(2.3	)
Net cash provided by (used in) investing activities		—			(34.7	)		(431.2	)		—			(465.9	)
Financing Activities:
Proceeds from long-term borrowings		—			1,498.0			—			—			1,498.0
Short-term Debt—net		—			(942.2	)		942.2			—			—
Financing fees		—			(13.6	)		—			—			(13.6	)
Dividends paid on common stock		(48.9	)		(778.9	)		(48.9	)		827.8			(48.9	)
Dividends to / from affiliates		778.9			48.9			—			(827.8	)		—
Distributions to/from noncontrolling interest		—			14.3			(60.1	)		—			(45.8	)
Purchase of treasury stock		(915.6	)		—			—			—			(915.6	)
Acquisitions of noncontrolling interests in CFL		—			(364.9	)		(553.8	)		—			(918.7	)
Issuances of common stock under employee stock plans		5.2			—			—			—			5.2
Excess tax benefit from stock-based compensation		9.6			—			—			—			9.6
Net cash provided by (used in) financing activities		(170.8	)		(538.4	)		279.4			—			(429.8	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(13.4	)		—			(13.4	)
Increase (decrease) in cash and cash equivalents		0.1			(415.8	)		74.9			—			(340.8	)
Cash and cash equivalents at beginning of period		—			440.8			1,834.1			—			2,274.9
Cash and cash equivalents at end of period	$	0.1		$	25.0		$	1,909.0		$	—		$	1,934.1

Condensed, Consolidating Statement of Cash Flows

	Six months ended June 30, 2012
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating Activities:
Net earnings	$	974.7		$	975.8		$	743.2		$	(1,583.7	)	$	1,110.0
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation, depletion and amortization		—			69.1			149.9			—			219.0
Deferred income taxes		—			7.7			5.5			—			13.2
Stock compensation expense		5.1			—			0.5			—			5.6
Excess tax benefit from stock-based compensation		(15.4	)		—			—			—			(15.4	)
Unrealized loss (gain) on derivatives		—			(19.6	)		(2.1	)		—			(21.7	)
(Gain) loss on disposal of property, plant and equipment		—			0.9			2.7			—			3.6
Undistributed (earnings) of affiliates—net		(975.8	)		(609.3	)		(20.6	)		1,583.7			(22.0	)
Due to/from affiliates—net		490.2			(489.8	)		(0.4	)		—			—
Changes in:
Accounts and notes receivable—net		—			(188.7	)		(501.4	)		600.5			(89.6	)
Margin deposits		—			0.8			0.1			—			0.9
Inventories—net		—			58.3			18.1			—			76.4
Accrued income taxes		—			(292.7	)		181.9			—			(110.8	)
Accounts and notes payable and accrued expenses		0.4			608.0			(1.6	)		(600.5	)		6.3
Customer advances		—			(89.9	)		(46.3	)		—			(136.2	)
Other—net		—			(2.5	)		11.9			—			9.4
Net cash provided by operating activities		479.2			28.1			541.4			—			1,048.7
Investing Activities:
Additions to property, plant and equipment		—			(96.2	)		(61.6	)		—			(157.8	)
Proceeds from sale of property, plant and equipment		—			7.2			—			—			7.2
Sales and maturities of short-term and auction rate securities		—			16.0			—			—			16.0
Deposit to asset retirement funds		—			(2.2	)		—			—			(2.2	)
Net cash used in investing activities		—			(75.2	)		(61.6	)		—			(136.8	)
Financing Activities:
Payments of long-term debt		—			—			(13.0	)		—			(13.0	)
Dividends paid on common stock		(52.3	)		—			—			—			(52.3	)
Dividends to/from affiliates		52.3			(52.3	)		—			—			—
Distributions to/from noncontrolling interest		—			300.5			(493.8	)		—			(193.3	)
Purchase of treasury stock		(500.0	)		—			—			—			(500.0	)
Issuances of common stock under employee stock plans		5.4			—			—			—			5.4
Excess tax benefit from stock-based compensation		15.4			—			—			—			15.4
Net cash (used in) provided by financing activities		(479.2	)		248.2			(506.8	)		—			(737.8	)
Effect of exchange rate changes on cash and cash equivalents		—			(6.0	)		7.9			—			1.9
Increase in cash and cash equivalents		—			195.1			(19.1	)		—			176.0
Cash and cash equivalents at beginning of period		—			98.7			1,108.3			—			1,207.0
Cash and cash equivalents at end of period	$	—		$	293.8		$	1,089.2		$	—		$	1,383.0

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Condensed Consolidating Financial Statements (Details 4) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Operating Activities:
Net earnings	$ 518.1	$ 678.3	$ 947.5	$ 1,110.0
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities
Depreciation, depletion and amortization			213.7	219.0
Deferred income taxes			(44.3)	13.2
Stock compensation expense			6.2	5.6
Excess tax benefit from stock-based compensation			(9.6)	(15.4)
Unrealized loss (gain) on derivatives			6.7	(21.7)
Loss (gain) on disposal of property, plant and equipment and non-core assets			4.2	3.6
Undistributed loss (earnings) of affiliates - net			(1.8)	(22.0)
Changes in:
Account and notes receivable - net			(55.6)	(89.6)
Margin deposits				0.9
Inventories-net			(43.9)	76.4
Accrued income taxes			(188.4)	(110.8)
Accounts and notes payable and accrued expenses			34.8	6.3
Customer advances			(313.0)	(136.2)
Other - net			11.8	9.4
Net cash provided by operating activities			568.3	1,048.7
Investing Activities:
Additions to property, plant and equipment			(402.5)	(157.8)
Proceeds from sale of property, plant and equipment			7.5	7.2
Sales and maturities of short-term and auction rate securities			5.6	16.0
Deposits to restricted cash funds			(74.2)
Deposits to asset retirement funds				(2.2)
Other - net			(2.3)
Net cash used in investing activities			(465.9)	(136.8)
Financing Activities:
Proceeds from long-term borrowings			1,498.0
Payments of long-term debt				(13.0)
Financing fees			(13.6)
Dividends paid on common stock			(48.9)	(52.3)
Distributions to/from noncontrolling interest			(45.8)	(193.3)
Purchase of treasury stock			(915.6)	(500.0)
Acquisitions of noncontrolling interests in CFL			(918.7)
Issuances of common stock under employee stock plans			5.2	5.4
Excess tax benefit from stock-based compensation			9.6	15.4
Net cash used in financing activities			(429.8)	(737.8)
Effect of exchange rate changes on cash and cash equivalents			(13.4)	1.9
(Decrease) increase in cash and cash equivalents			(340.8)	176.0
Cash and cash equivalents at beginning of period			2,274.9	1,207.0
Cash and cash equivalents at end of period	1,934.1	1,383.0	1,934.1	1,383.0
Parent | Condensed Consolidating Financial Information Relating to Senior Notes
Operating Activities:
Net earnings	498.2	606.3	904.7	974.7
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities
Depreciation, depletion and amortization				5.1
Stock compensation expense			6.0
Excess tax benefit from stock-based compensation			(9.6)	(15.4)
Undistributed loss (earnings) of affiliates - net			(905.8)	(975.8)
Due to / from affiliates - net			9.6	490.2
Changes in:
Account and notes receivable - net			(18.8)
Accrued income taxes			(0.6)
Accounts and notes payable and accrued expenses			185.4	0.4
Net cash provided by operating activities			170.9	479.2
Financing Activities:
Dividends paid on common stock			(48.9)	(52.3)
Dividends to / from affiliates			778.9	52.3
Purchase of treasury stock			(915.6)	(500.0)
Issuances of common stock under employee stock plans			5.2	5.4
Excess tax benefit from stock-based compensation			9.6	15.4
Net cash used in financing activities			(170.8)	(479.2)
(Decrease) increase in cash and cash equivalents			0.1
Cash and cash equivalents at end of period	0.1		0.1
CFI | Condensed Consolidating Financial Information Relating to Senior Notes
Operating Activities:
Net earnings	498.6	607.0	905.8	975.8
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities
Depreciation, depletion and amortization			29.5
Deferred income taxes				69.1
Stock compensation expense				7.7
Unrealized loss (gain) on derivatives				(19.6)
Loss (gain) on disposal of property, plant and equipment and non-core assets				0.9
Undistributed loss (earnings) of affiliates - net			(843.6)	(609.3)
Due to / from affiliates - net			(0.1)	(489.8)
Changes in:
Account and notes receivable - net			(208.9)	(188.7)
Margin deposits				0.8
Inventories-net			(9.1)	58.3
Accrued income taxes			36.2	(292.7)
Accounts and notes payable and accrued expenses			245.8	608.0
Customer advances				(89.9)
Other - net			1.7	(2.5)
Net cash provided by operating activities			157.3	28.1
Investing Activities:
Additions to property, plant and equipment			(40.3)	(96.2)
Proceeds from sale of property, plant and equipment				7.2
Sales and maturities of short-term and auction rate securities			5.6	16.0
Deposits to asset retirement funds				(2.2)
Net cash used in investing activities			(34.7)	(75.2)
Financing Activities:
Proceeds from long-term borrowings			1,498.0
Short-term debt - net			(942.2)
Financing fees			(13.6)
Dividends paid on common stock			(778.9)
Dividends to / from affiliates			48.9	(52.3)
Distributions to/from noncontrolling interest			14.3	300.5
Acquisitions of noncontrolling interests in CFL			(364.9)
Net cash used in financing activities			(538.4)	248.2
Effect of exchange rate changes on cash and cash equivalents				(6.0)
(Decrease) increase in cash and cash equivalents			(415.8)	195.1
Cash and cash equivalents at beginning of period			440.8	98.7
Cash and cash equivalents at end of period	25.0	293.8	25.0	293.8
Other Subsidiaries | Condensed Consolidating Financial Information Relating to Senior Notes
Operating Activities:
Net earnings	502.4	441.7	886.4	743.2
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities
Depreciation, depletion and amortization			184.2	149.9
Deferred income taxes			(44.3)	5.5
Stock compensation expense			0.2	0.5
Unrealized loss (gain) on derivatives			6.7	(2.1)
Loss (gain) on disposal of property, plant and equipment and non-core assets			4.2	2.7
Undistributed loss (earnings) of affiliates - net			(1.8)	(20.6)
Due to / from affiliates - net			(9.5)	(0.4)
Changes in:
Account and notes receivable - net			(511.2)	(501.4)
Margin deposits				0.1
Inventories-net			(34.8)	18.1
Accrued income taxes			(224.0)	181.9
Accounts and notes payable and accrued expenses			287.4	(1.6)
Customer advances			(313.0)	(46.3)
Other - net			9.6	11.9
Net cash provided by operating activities			240.1	541.4
Investing Activities:
Additions to property, plant and equipment			(362.2)	(61.6)
Proceeds from sale of property, plant and equipment			7.5
Deposits to restricted cash funds			(74.2)
Other - net			(2.3)
Net cash used in investing activities			(431.2)	(61.6)
Financing Activities:
Short-term debt - net			942.2
Payments of long-term debt				(13.0)
Dividends paid on common stock			(48.9)
Distributions to/from noncontrolling interest			(60.1)	(493.8)
Acquisitions of noncontrolling interests in CFL			(553.8)
Net cash used in financing activities			279.4	(506.8)
Effect of exchange rate changes on cash and cash equivalents			(13.4)	7.9
(Decrease) increase in cash and cash equivalents			74.9	(19.1)
Cash and cash equivalents at beginning of period			1,834.1	1,108.3
Cash and cash equivalents at end of period	1,909.0	1,089.2	1,909.0	1,089.2
Eliminations | Condensed Consolidating Financial Information Relating to Senior Notes
Operating Activities:
Net earnings	(981.1)	(976.7)	(1,749.4)	(1,583.7)
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities
Undistributed loss (earnings) of affiliates - net			1,749.4	1,583.7
Changes in:
Account and notes receivable - net			683.3	600.5
Accounts and notes payable and accrued expenses			(683.8)	(600.5)
Other - net			0.5
Financing Activities:
Dividends paid on common stock			827.8
Dividends to / from affiliates			$ (827.8)

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Accumulated Other Comprehensive Income (Loss)

6 Months Ended

Jun. 30, 2013

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

17.   Accumulated Other Comprehensive Income (Loss)

        Changes to accumulated other comprehensive income (loss) (AOCI) are as follows:

	Foreign Currency Translation Adjustment			Unrealized Gain (Loss) on Securities			Unrealized Gain (Loss) on Derivatives			Defined Benefit Plans			Accumulated Other Comprehensive Income (Loss)
	(in millions)
Balance at December 31, 2011	$	15.4		$	(3.0	)	$	—		$	(111.7	)	$	(99.3	)
Unrealized gain		—			1.0			—			—			1.0
Reclassification to net earnings		—			(0.9	)		—			5.8			4.9
Effect of exchange rate changes and deferred taxes		20.5			0.3			—			(2.6	)		18.2
Balance at June 30, 2012	$	35.9		$	(2.6	)	$	—		$	(108.5	)	$	(75.2	)
Balance at December 31, 2012	$	61.4		$	(0.4	)	$	4.6		$	(115.2	)	$	(49.6	)
Unrealized gain (loss)		—			1.0			(6.5	)		—			(5.5	)
Reclassification to net earnings		—			(0.3	)		—			5.7			5.4
Effect of exchange rate changes and deferred taxes		(67.5	)		(0.1	)		2.3			(0.3	)		(65.6	)
Balance at June 30, 2013	$	(6.1	)	$	0.2		$	0.4		$	(109.8	)	$	(115.3	)

        Reclassifications out of AOCI during the six months ended June 30, 2013 were as follows:

	Amount Reclassified from AOCI			Affected line item in consolidated statement of operations
	(in millions)
Unrealized Gain (Loss) on Securities
Available-for-sale securities	$	(0.3	)	Interest income
Total before tax		(0.3	)
Tax effect		0.1
Net of tax	$	(0.2	)
Defined Benefit Plans
Amortization of transition obligation	$	—	(1)
Amortization of prior service cost		0.1	(1)
Amortization of net loss		5.6	(1)
Total before tax		5.7
Tax effect		(2.0	)
Net of tax	$	3.7
Total reclassifications for the period	$	3.5

⁽¹⁾

These AOCI components are included in the computation of net periodic benefit cost of our pension and other postretirement benefits.

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CONSOLIDATED STATEMENTS OF EQUITY (USD $) In Millions, unless otherwise specified	Total	Total Stockholders' Equity	Common Stock	Treasury Stock	Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Noncontrolling Interest	Comprehensive Income
Balance at Dec. 31, 2011	$ 4,932.9	$ 4,547.0	$ 0.7	$ (1,000.2)	$ 2,804.8	$ 2,841.0	$ (99.3)	$ 385.9
Increase (decrease) in equity
Net earnings	1,110.0	974.7				974.7		135.3	1,110.0
Other comprehensive income
Foreign currency translation adjustment - net of taxes	20.6	20.5					20.5	0.1	20.6
Unrealized gain on securities - net of taxes	0.4	0.4					0.4		0.4
Defined benefit plans - net of taxes	3.2	3.2					3.2		3.2
Comprehensive income	1,134.2	998.8						135.4	1,134.2
Purchases of treasury stock	(500.0)	(500.0)		(500.0)
Retirement of treasury stock			(0.1)	1,500.2	(374.2)	(1,125.9)
Issuance of $0.01 par value common stock under employee stock plans	5.4	5.4			5.4
Stock-based compensation expense	5.1	5.1			5.1
Excess tax benefit from stock-based compensation	15.4	15.4			15.4
Cash dividends ($0.80 per share)	(52.3)	(52.3)				(52.3)
Declaration of distribution payable	(39.3)							(39.3)
Effect of exchange rates changes	(1.2)							(1.2)
Balance at Jun. 30, 2012	5,500.2	5,019.4	0.6		2,456.5	2,637.5	(75.2)	480.8
Balance at Dec. 31, 2012	6,282.2	5,902.2	0.6	(2.3)	2,492.4	3,461.1	(49.6)	380.0
Increase (decrease) in equity
Net earnings	947.5	904.7				904.7		42.8	947.5
Other comprehensive income
Foreign currency translation adjustment - net of taxes	(68.2)	(67.5)					(67.5)	(0.7)	(68.2)
Unrealized loss on hedging derivatives - net of taxes	(4.2)	(4.2)					(4.2)		(4.2)
Unrealized gain on securities - net of taxes	0.6	0.6					0.6		0.6
Defined benefit plans - net of taxes	5.4	5.4					5.4		5.4
Comprehensive income	881.1	839.0						42.1	881.1
Acquisitions of noncontrolling interests in CFL	(769.3)	(752.5)			(752.5)			(16.8)
Acquisition of treasury stock under employee stock plans	(0.5)	(0.5)		(0.5)
Purchases of treasury stock	(981.5)	(981.5)		(981.5)
Retirement of treasury stock				750.1	(106.3)	(643.8)
Issuance of $0.01 par value common stock under employee stock plans	5.2	5.2		0.9	4.3
Stock-based compensation expense	6.0	6.0			6.0
Excess tax benefit from stock-based compensation	9.6	9.6			9.6
Cash dividends ($0.80 per share)	(48.9)	(48.9)				(48.9)
Declaration of distribution payable	(40.6)							(40.6)
Effect of exchange rates changes	0.1							0.1
Balance at Jun. 30, 2013	$ 5,343.4	$ 4,978.6	$ 0.6	$ (233.3)	$ 1,653.5	$ 3,673.1	$ (115.3)	$ 364.8

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Operating Activities:
Net earnings	$ 947.5	$ 1,110.0
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation, depletion and amortization	213.7	219.0
Deferred income taxes	(44.3)	13.2
Stock compensation expense	6.2	5.6
Excess tax benefit from stock-based compensation	(9.6)	(15.4)
Unrealized loss (gain) on derivatives	6.7	(21.7)
Loss on disposal of property, plant and equipment	4.2	3.6
Undistributed earnings of affiliates - net	(1.8)	(22.0)
Changes in:
Accounts receivable	(55.6)	(89.6)
Margin deposits		0.9
Inventories	(43.9)	76.4
Accrued income taxes	(188.4)	(110.8)
Accounts payable and accrued expenses	34.8	6.3
Customer advances - net	(313.0)	(136.2)
Other - net	11.8	9.4
Net cash provided by operating activities	568.3	1,048.7
Investing Activities:
Additions to property, plant and equipment	(402.5)	(157.8)
Proceeds from the sale of property, plant and equipment	7.5	7.2
Sales and maturities of short-term and auction rate securities	5.6	16.0
Deposits to asset retirement obligation funds		(2.2)
Deposits to restricted cash funds	(74.2)
Other - net	(2.3)
Net cash used in investing activities	(465.9)	(136.8)
Financing Activities:
Proceeds from long-term borrowings	1,498.0
Payments of long-term debt		(13.0)
Financing fees	(13.6)
Dividends paid on common stock	(48.9)	(52.3)
Distributions to noncontrolling interests	(45.8)	(193.3)
Purchase of treasury stock	(915.6)	(500.0)
Acquisitions of noncontrolling interests in CFL	(918.7)
Issuances of common stock under employee stock plans	5.2	5.4
Excess tax benefit from stock-based compensation	9.6	15.4
Net cash used in financing activities	(429.8)	(737.8)
Effect of exchange rate changes on cash and cash equivalents	(13.4)	1.9
(Decrease) increase in cash and cash equivalents	(340.8)	176.0
Cash and cash equivalents at beginning of period	2,274.9	1,207.0
Cash and cash equivalents at end of period	$ 1,934.1	$ 1,383.0

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New Accounting Standards

6 Months Ended

Jun. 30, 2013

New Accounting Standards

New Accounting Standards

3.     New Accounting Standards

        Following are summaries of accounting pronouncements that either were adopted recently or may become applicable to our consolidated financial statements. It should be noted that the accounting standards references provided below reflect the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC), and related Accounting Standards Updates (ASU).

Recently Adopted Pronouncements

        In December 2011, the FASB issued a standard pertaining to disclosures about offsetting assets and liabilities (ASU No. 2011-11). This standard requires an entity to disclose information about offsetting and related arrangements, including financial instruments and derivative instruments, and the effect these arrangements have on the entity's financial position. In January 2013, the FASB issued an amendment to ASU No. 2011-11 (ASU No. 2013-01) clarifying that its scope applies to derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset or subject to an enforceable master netting arrangement or similar agreement. These standards are effective for disclosures in interim and annual reporting periods beginning on or after January 1, 2013. We adopted this standard in the first quarter of 2013 and its adoption did not have a material impact on our consolidated financial statements.

        In February 2013, the FASB issued a standard pertaining to the reporting of amounts reclassified out of accumulated other comprehensive income (AOCI) (ASU No. 2013-02). The standard requires that an entity provide, by component, information regarding the amounts reclassified out of AOCI, either on the face of the statement of operations or in the notes, and an indication as to the line items in the statement of operations that the amounts were reclassified to. In addition, in certain cases, an entity is required to cross-reference to other disclosures that provide additional details about the reclassified amounts. This standard is effective prospectively for reporting periods beginning after December 15, 2012. We adopted this standard in the first quarter of 2013 and its adoption did not have a material impact on our consolidated financial statements.

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Background and Basis of Presentation

6 Months Ended

Jun. 30, 2013

Background and Basis of Presentation

Background and Basis of Presentation

1.     Background and Basis of Presentation

        We are one of the largest manufacturers and distributors of nitrogen and phosphate fertilizer products in the world. Our operations are organized into two business segments—the nitrogen segment and the phosphate segment. Our principal customers are cooperatives and independent fertilizer distributors. Our principal fertilizer products in the nitrogen segment are ammonia, granular urea, urea ammonium nitrate solution, or UAN, and ammonium nitrate, or AN. Our other nitrogen products include urea liquor, diesel exhaust fluid, or DEF, and aqua ammonia, which are sold primarily to our industrial customers. Our principal fertilizer products in the phosphate segment are diammonium phosphate, or DAP, and monoammonium phosphate, or MAP.

        Our core market and distribution facilities are concentrated in the midwestern United States and other major agricultural areas of the U.S. and Canada. We also export nitrogen fertilizer products from our Donaldsonville, Louisiana manufacturing facilities and phosphate fertilizer products from our Florida phosphate operations.

        The accompanying unaudited interim consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements for the year ended December 31, 2012, in accordance with accounting principles generally accepted in the United States for interim financial reporting. In the opinion of management, these statements reflect all adjustments, consisting only of normal and recurring adjustments that are necessary for the fair representation of the information for the periods presented. The unaudited interim consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Operating results for any period presented apply to that period only and are not necessarily indicative of results for any future period.

        These statements should be read in conjunction with our audited consolidated financial statements and related disclosures included in our 2012 Annual Report on Form 10-K filed with the SEC on February 27, 2013.

        The preparation of the unaudited interim financial statements requires management to make use of estimates and assumptions that affect the reported amount of assets and liabilities, revenue and expenses and certain financial statement disclosures. Actual results could differ from these estimates. Significant estimates in these consolidated financial statements include net realizable value of inventories, the timing and ultimate settlement costs of asset retirement obligations, environmental remediation liabilities, environmental and litigation contingencies, the cost of sales incentives, useful lives of property and identifiable intangible assets, the evaluation of impairments of property, investments, identifiable intangible assets and goodwill, income tax and valuation reserves, allowances for doubtful accounts receivable, the measurement of the fair values of investments for which markets are not active, assumptions used in the determination of the funded status and annual expense of pension and postretirement employee benefit plans and the volatility and expected lives for stock compensation instruments granted to employees.

        All references to "CF Holdings," "the Company," "we," "us" and "our" refer to CF Industries Holdings, Inc. and its subsidiaries, except where the context makes clear that the reference is only to CF Industries Holdings, Inc. itself and not its subsidiaries.

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Accumulated Other Comprehensive Income (Loss) (Tables)

6 Months Ended

Jun. 30, 2013

Accumulated Other Comprehensive Income (Loss)

Schedule of changes to accumulated other comprehensive income (loss)

	Foreign Currency Translation Adjustment			Unrealized Gain (Loss) on Securities			Unrealized Gain (Loss) on Derivatives			Defined Benefit Plans			Accumulated Other Comprehensive Income (Loss)
	(in millions)
Balance at December 31, 2011	$	15.4		$	(3.0	)	$	—		$	(111.7	)	$	(99.3	)
Unrealized gain		—			1.0			—			—			1.0
Reclassification to net earnings		—			(0.9	)		—			5.8			4.9
Effect of exchange rate changes and deferred taxes		20.5			0.3			—			(2.6	)		18.2
Balance at June 30, 2012	$	35.9		$	(2.6	)	$	—		$	(108.5	)	$	(75.2	)
Balance at December 31, 2012	$	61.4		$	(0.4	)	$	4.6		$	(115.2	)	$	(49.6	)
Unrealized gain (loss)		—			1.0			(6.5	)		—			(5.5	)
Reclassification to net earnings		—			(0.3	)		—			5.7			5.4
Effect of exchange rate changes and deferred taxes		(67.5	)		(0.1	)		2.3			(0.3	)		(65.6	)
Balance at June 30, 2013	$	(6.1	)	$	0.2		$	0.4		$	(109.8	)	$	(115.3	)

Schedule of reclassifications out of AOCI

	Amount Reclassified from AOCI			Affected line item in consolidated statement of operations
	(in millions)
Unrealized Gain (Loss) on Securities
Available-for-sale securities	$	(0.3	)	Interest income
Total before tax		(0.3	)
Tax effect		0.1
Net of tax	$	(0.2	)
Defined Benefit Plans
Amortization of transition obligation	$	—	(1)
Amortization of prior service cost		0.1	(1)
Amortization of net loss		5.6	(1)
Total before tax		5.7
Tax effect		(2.0	)
Net of tax	$	3.7
Total reclassifications for the period	$	3.5

⁽¹⁾

These AOCI components are included in the computation of net periodic benefit cost of our pension and other postretirement benefits.

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Condensed Consolidating Financial Statements

6 Months Ended

Jun. 30, 2013

Condensed Consolidating Financial Statements

Condensed Consolidating Financial Statements

20.   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 the Notes issued by CF Industries, Inc. (CF Industries), a 100% owned subsidiary of CF Industries Holdings, Inc. (Parent), described in Note 14, 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 Securities and Exchange Commission on April 22, 2013. Under the supplemental indentures governing the Notes, the Notes are to be guaranteed by Parent and each of its current and future subsidiaries, other than CF Industries, that from time to time is a borrower or guarantor under the Credit Agreement, or any renewal, replacement or refinancing thereof. As of June 30, 2013, none of such subsidiaries of Parent was, or was required to be, a guarantor of the Notes. In the event that a subsidiary of Parent, other than CF Industries, becomes a borrower or a guarantor under the Credit Agreement, it would be required to become a guarantor of 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, 2013 and 2012, and condensed consolidating balance sheets for Parent, CF Industries and the Other Subsidiaries as of June 30, 2013 and December 31, 2012. 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 or the Other Subsidiaries on a stand-alone basis.

        In this condensed consolidating financial information, 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, 2013
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net sales	$	—		$	269.8		$	1,752.2		$	(307.1	)	$	1,714.9
Cost of sales		—			200.5			955.1			(305.9	)		849.7
Gross margin		—			69.3			797.1			(1.2	)		865.2
Selling, general and administrative expenses		0.7			3.2			40.6			—			44.5
Other operating—net		—			3.2			(6.7	)		—			(3.5	)
Total other operating costs and expenses		0.7			6.4			33.9			—			41.0
Equity in earnings of operating affiliates		—			—			9.5			—			9.5
Operating earnings (loss)		(0.7	)		62.9			772.7			(1.2	)		833.7
Interest expense		—			36.1			(3.5	)		(0.3	)		32.3
Interest income		—			(0.2	)		(1.1	)		0.3			(1.0	)
Net (earnings) of wholly-owned subsidiaries		(498.6	)		(481.3	)		—			979.9			—
Other non-operating—net		—			—			(0.3	)		—			(0.3	)
Earnings before income taxes and equity in losses of non-operating affiliates		497.9			508.3			777.6			(981.1	)		802.7
Income tax provision (benefit)		(0.3	)		9.6			273.6			—			282.9
Equity in losses of non-operating affiliates—net of taxes		—			(0.1	)		(1.6	)		—			(1.7	)
Net earnings		498.2			498.6			502.4			(981.1	)		518.1
Less: Net earnings attributable to noncontrolling interest		—			—			21.1			(1.2	)		19.9
Net earnings attributable to common stockholders	$	498.2		$	498.6		$	481.3		$	(979.9	)	$	498.2

Condensed, Consolidating Statement of Comprehensive Income

	Three months ended June 30, 2013
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net earnings	$	498.2		$	498.6		$	502.4		$	(981.1	)	$	518.1
Other comprehensive income		(5.2	)		(5.2	)		(5.3	)		10.4			(5.3	)
Comprehensive income		493.0			493.4			497.1			(970.7	)		512.8
Less: Comprehensive income attributable to noncontrolling interest		—			—			21.1			(1.3	)		19.8
Comprehensive income attributable to common stockholders	$	493.0		$	493.4		$	476.0		$	(969.4	)	$	493.0

Condensed, Consolidating Statement of Operations

	Six months ended June 30, 2013
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net sales	$	—		$	604.7		$	3,167.0		$	(720.3	)	$	3,051.4
Cost of sales		—			422.5			1,804.9			(716.3	)		1,511.1
Gross margin		—			182.2			1,362.1			(4.0	)		1,540.3
Selling, general and administrative expenses		1.7			4.8			82.3			—			88.8
Other operating—net		—			9.3			1.8			—			11.1
Total other operating costs and expenses		1.7			14.1			84.1			—			99.9
Equity in earnings of operating affiliates		—			—			21.1			—			21.1
Operating earnings (loss)		(1.7	)		168.1			1,299.1			(4.0	)		1,461.5
Interest expense		—			65.5			6.8			(0.9	)		71.4
Interest income		—			(0.6	)		(3.4	)		0.9			(3.1	)
Net (earnings) of wholly-owned subsidiaries		(905.8	)		(839.6	)		—			1,745.4			—
Other non-operating—net		—			—			54.4			—			54.4
Earnings before income taxes and equity in earnings of non-operating affiliates		904.1			942.8			1,241.3			(1,749.4	)		1,338.8
Income tax provision (benefit)		(0.6	)		36.9			354.0			—			390.3
Equity in loss of non-operating affiliates—net of taxes		—			(0.1	)		(0.9	)		—			(1.0	)
Net earnings		904.7			905.8			886.4			(1,749.4	)		947.5
Less: Net earnings attributable to noncontrolling interest		—			—			46.8			(4.0	)		42.8
Net earnings attributable to common stockholders	$	904.7		$	905.8		$	839.6		$	(1,745.4	)	$	904.7

Condensed, Consolidating Statement of Comprehensive Income

	Six months ended June 30, 2013
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net earnings	$	904.7		$	905.8		$	886.4		$	(1,749.4	)	$	947.5
Other comprehensive income		(65.7	)		(65.7	)		(112.4	)		177.4			(66.4	)
Comprehensive income		839.0			840.1			774.0			(1,572.0	)		881.1
Less: Comprehensive income attributable to noncontrolling interest		—			—			46.8			(4.7	)		42.1
Comprehensive income attributable to common stockholders	$	839.0		$	840.1		$	727.2		$	(1,567.3	)	$	839.0

Condensed, Consolidating Statement of Operations

	Three months ended June 30, 2012
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net sales	$	—		$	1,055.7		$	825.6		$	(145.7	)	$	1,735.6
Cost of sales		—			436.2			293.6			(37.5	)		692.3
Gross margin		—			619.5			532.0			(108.2	)		1,043.3
Selling, general and administrative expenses		1.0			34.9			5.4			—			41.3
Other operating—net		—			8.6			2.2			—			10.8
Total other operating costs and expenses		1.0			43.5			7.6			—			52.1
Equity in earnings of operating affiliates		—			(3.3	)		17.1			—			13.8
Operating earnings (loss)		(1.0	)		572.7			541.5			(108.2	)		1,005.0
Interest expense		—			42.8			2.8			(0.3	)		45.3
Interest income		—			(0.2	)		(0.1	)		0.3			—
Net earnings of wholly-owned subsidiaries		(607.0	)		(261.5	)		—			868.5			—
Other non-operating—net		—			—			(0.6	)		—			(0.6	)
Earnings before income taxes and equity in earnings (loss) of non-operating affiliates		606.0			791.6			539.4			(976.7	)		960.3
Income tax provision (benefit)		(0.3	)		184.5			125.0			—			309.2
Equity in earnings (loss) of non-operating affiliates—net of taxes		—			(0.1	)		27.3			—			27.2
Net earnings		606.3			607.0			441.7			(976.7	)		678.3
Less: Net earnings attributable to noncontrolling interest		—			—			180.2			(108.2	)		72.0
Net earnings attributable to common stockholders	$	606.3		$	607.0		$	261.5		$	(868.5	)	$	606.3

Condensed, Consolidating Statement of Comprehensive Income

	Three months ended June 30, 2012
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net earnings	$	606.3		$	607.0		$	441.7		$	(976.7	)	$	678.3
Other comprehensive loss		(3.2	)		(3.2	)		(4.9	)		7.7			(3.6	)
Comprehensive income		603.1			603.8			436.8			(969.0	)		674.7
Less: Comprehensive income attributable to the noncontrolling interest		—			—			180.2			(108.6	)		71.6
Comprehensive income attributable to common stockholders	$	603.1		$	603.8		$	256.6		$	(860.4	)	$	603.1

Condensed, Consolidating Statement of Operations

	Six months ended June 30, 2012
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net sales	$	—		$	1,971.6		$	1,556.0		$	(264.4	)	$	3,263.2
Cost of sales		—			956.9			620.7			(69.5	)		1,508.1
Gross margin		—			1,014.7			935.3			(194.9	)		1,755.1
Selling, general and administrative expenses		1.5			61.7			11.9			—			75.1
Other operating—net		—			15.8			17.3			—			33.1
Total other operating costs and expenses		1.5			77.5			29.2			—			108.2
Equity in earnings of operating affiliates		—			1.1			28.2			—			29.3
Operating earnings (loss)		(1.5	)		938.3			934.3			(194.9	)		1,676.2
Interest expense		—			71.0			5.6			(0.4	)		76.2
Interest income		—			(0.4	)		(0.4	)		0.4			(0.4	)
Net (earnings) of wholly-owned subsidiaries		(975.8	)		(413.0	)		—			1,388.8			—
Other non-operating—net		—			0.2			(0.9	)		—			(0.7	)
Earnings before income taxes and equity in earnings of non-operating affiliates		974.3			1,280.5			930.0			(1,583.7	)		1,601.1
Income tax provision (benefit)		(0.4	)		304.6			211.8			—			516.0
Equity in earnings (loss) of non-operating affiliates—net of taxes		—			(0.1	)		25.0			—			24.9
Net earnings		974.7			975.8			743.2			(1,583.7	)		1,110.0
Less: Net earnings attributable to noncontrolling interest		—			—			330.2			(194.9	)		135.3
Net earnings attributable to common stockholders	$	974.7		$	975.8		$	413.0		$	(1,388.8	)	$	974.7

Condensed, Consolidating Statement of Comprehensive Income

	Six months ended June 30, 2012
	Parent		CF Industries		Other Subsidiaries		Eliminations			Consolidated
	(in millions)
Net earnings	$	974.7	$	975.8	$	743.2	$	(1,583.7	)	$	1,110.0
Other comprehensive income		24.0		24.0		20.8		(44.6	)		24.2
Comprehensive income		998.7		999.8		764.0		(1,628.3	)		1,134.2
Less: Comprehensive income attributable to the noncontrolling interest		—		—		330.2		(194.8	)		135.4
Comprehensive income attributable to common stockholders	$	998.7	$	999.8	$	433.8	$	(1,433.5	)	$	998.8

Condensed, Consolidating Balance Sheet

	June 30, 2013
	Parent			CF Industries			Other Subsidiaries			Eliminations and Reclassifications			Consolidated
	(in millions)
Assets
Current assets:
Cash and cash equivalents	$	0.1		$	25.0		$	1,909.0		$	—		$	1,934.1
Restricted cash		—			—			74.2			—			74.2
Accounts and notes receivable-net		18.3			284.7			749.7			(758.4	)		294.3
Inventories—net		—			68.5			252.5			—			321.0
Prepaid income taxes		0.6			—			25.3			(1.4	)		24.5
Deferred income taxes		—			123.1			44.9			(123.1	)		44.9
Other		—			1.4			49.6			(24.5	)		26.5
Total current assets		19.0			502.7			3,105.2			(907.4	)		2,719.5
Property, plant and equipment—net		—			448.9			3,637.6			—			4,086.5
Asset retirement obligation funds		—			200.8			—			—			200.8
Investments in and advances to affiliates		4,640.4			7,576.5			898.4			(12,216.7	)		898.6
Due from affiliates		570.7			—			1.7			(572.4	)		—
Goodwill		—			0.9			2,063.6			—			2,064.5
Other assets		—			78.5			203.2			—			281.7
Total assets	$	5,230.1		$	8,808.3		$	9,909.7		$	(13,696.5	)	$	10,251.6
Liabilities and Equity
Current liabilities:
Accounts and notes payable and accrued expenses	$	251.5		$	317.6		$	679.3		$	(758.5	)	$	489.9
Income taxes payable		—			41.8			—			(25.9	)		15.9
Customer advances		—			—			67.7			—			67.7
Other		—			—			3.6			—			3.6
Total current liabilities		251.5			359.4			750.6			(784.4	)		577.1
Long-term debt		—			3,098.0			—			—			3,098.0
Deferred income taxes		—			—			906.3			(123.1	)		783.2
Due to affiliates		—			572.4			—			(572.4	)		—
Other noncurrent liabilities		—			138.3			311.6			—			449.9
Equity:
Stockholders' equity:
Preferred stock		—			—			16.4			(16.4	)		—
Common stock		0.6			—			1.1			(1.1	)		0.6
Paid-in capital		1,653.5			(12.7	)		7,823.0			(7,810.3	)		1,653.5
Retained earnings		3,673.1			4,768.2			(148.8	)		(4,619.4	)		3,673.1
Treasury stock		(233.3	)		—			—			—			(233.3	)
Accumulated other comprehensive income (loss)		(115.3	)		(115.3	)		(115.3	)		230.6			(115.3	)
Total stockholders' equity		4,978.6			4,640.2			7,576.4			(12,216.6	)		4,978.6
Noncontrolling interest		—			—			364.8			—			364.8
Total equity		4,978.6			4,640.2			7,941.2			(12,216.6	)		5,343.4
Total liabilities and equity	$	5,230.1		$	8,808.3		$	9,909.7		$	(13,696.5	)	$	10,251.6

Condensed, Consolidating Balance Sheet

	December 31, 2012
	Parent			CF Industries			Other Subsidiaries			Eliminations and Reclassifications			Consolidated
	(in millions)
Assets
Current assets:
Cash and cash equivalents	$	—		$	440.8		$	1,834.1		$	—		$	2,274.9
Accounts and notes receivable—net		—			145.1			1,007.9			(935.6	)		217.4
Income taxes receivable		—			642.1			—			(642.1	)		—
Inventories—net		—			193.1			84.8			—			277.9
Deferred income taxes		—			9.5			—			—			9.5
Other		—			15.4			12.5			—			27.9
Total current assets		—			1,446.0			2,939.3			(1,577.7	)		2,807.6
Property, plant and equipment—net		—			1,008.1			2,892.4			—			3,900.5
Deferred income taxes		—			50.7			—			(50.7	)		—
Asset retirement obligation funds		—			200.8			—			—			200.8
Investments in and advances to affiliates		5,331.5			6,291.4			935.2			(11,622.5	)		935.6
Due from affiliates		570.7			—			1.8			(572.5	)		—
Goodwill		—			0.9			2,063.6			—			2,064.5
Other assets		—			136.5			121.4			—			257.9
Total assets	$	5,902.2		$	9,134.4		$	8,953.7		$	(13,823.4	)	$	10,166.9
Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses	$	—		$	222.6		$	159.3		$	(15.4	)	$	366.5
Income taxes payable		—			—			829.2			(642.1	)		187.1
Customer advances		—			247.9			132.8			—			380.7
Notes payable		—			900.0			14.6			(909.6	)		5.0
Distributions payable to noncontrolling interest		—			—			15.7			(10.4	)		5.3
Other		—			4.5			1.1			—			5.6
Total current liabilities		—			1,375.0			1,152.7			(1,577.5	)		950.2
Long-term debt		—			1,600.0			—			—			1,600.0
Deferred income taxes		—			—			989.5			(50.7	)		938.8
Due to affiliates		—			572.5			—			(572.5	)		—
Other noncurrent liabilities		—			255.4			140.3			—			395.7
Equity:
Stockholders' equity:
Preferred stock		—			—			65.3			(65.3	)		—
Common stock		0.6			—			154.3			(154.3	)		0.6
Paid-in capital		2,492.3			739.8			4,493.6			(5,233.3	)		2,492.4
Retained earnings		3,461.2			4,641.3			1,598.3			(6,239.7	)		3,461.1
Treasury stock		(2.3	)		—			—			—			(2.3	)
Accumulated other comprehensive income (loss)		(49.6	)		(49.6	)		(2.9	)		52.5			(49.6	)
Total stockholders' equity		5,902.2			5,331.5			6,308.6			(11,640.1	)		5,902.2
Noncontrolling interest		—			—			362.6			17.4			380.0
Total equity		5,902.2			5,331.5			6,671.2			(11,622.7	)		6,282.2
Total liabilities and equity	$	5,902.2		$	9,134.4		$	8,953.7		$	(13,823.4	)	$	10,166.9

Condensed, Consolidating Statement of Cash Flows

	Six months ended June 30, 2013
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating Activities:
Net earnings	$	904.7		$	905.8		$	886.4		$	(1,749.4	)	$	947.5
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities
Depreciation, depletion and amortization		—			29.5			184.2			—			213.7
Deferred income taxes		—			—			(44.3	)		—			(44.3	)
Stock compensation expense		6.0			—			0.2			—			6.2
Excess tax benefit from stock-based compensation		(9.6	)		—			—			—			(9.6	)
Unrealized loss (gain) on derivatives		—			—			6.7			—			6.7
Loss (gain) on disposal of property, plant and equipment		—			—			4.2			—			4.2
Undistributed loss (earnings) of affiliates—net		(905.8	)		(843.6	)		(1.8	)		1,749.4			(1.8	)
Due to / from affiliates—net		9.6			(0.1	)		(9.5	)		—			—
Changes in:
Accounts and notes receivable—net		(18.8	)		(208.9	)		(511.2	)		683.3			(55.6	)
Inventories—net		—			(9.1	)		(34.8	)		—			(43.9	)
Accrued income taxes		(0.6	)		36.2			(224.0	)		—			(188.4	)
Accounts and notes payable and accrued expenses		185.4			245.8			287.4			(683.8	)		34.8
Customer advances		—			—			(313.0	)		—			(313.0	)
Other—net		—			1.7			9.6			0.5			11.8
Net cash provided by (used in) operating activities		170.9			157.3			240.1			—			568.3
Investing Activities:
Additions to property, plant and equipment		—			(40.3	)		(362.2	)		—			(402.5	)
Proceeds from sale of property, plant and equipment		—			—			7.5			—			7.5
Sales and maturities of short-term and auction rate securities		—			5.6			—			—			5.6
Deposits to restricted cash funds		—			—			(74.2	)		—			(74.2	)
Other—net		—			—			(2.3	)		—			(2.3	)
Net cash provided by (used in) investing activities		—			(34.7	)		(431.2	)		—			(465.9	)
Financing Activities:
Proceeds from long-term borrowings		—			1,498.0			—			—			1,498.0
Short-term Debt—net		—			(942.2	)		942.2			—			—
Financing fees		—			(13.6	)		—			—			(13.6	)
Dividends paid on common stock		(48.9	)		(778.9	)		(48.9	)		827.8			(48.9	)
Dividends to / from affiliates		778.9			48.9			—			(827.8	)		—
Distributions to/from noncontrolling interest		—			14.3			(60.1	)		—			(45.8	)
Purchase of treasury stock		(915.6	)		—			—			—			(915.6	)
Acquisitions of noncontrolling interests in CFL		—			(364.9	)		(553.8	)		—			(918.7	)
Issuances of common stock under employee stock plans		5.2			—			—			—			5.2
Excess tax benefit from stock-based compensation		9.6			—			—			—			9.6
Net cash provided by (used in) financing activities		(170.8	)		(538.4	)		279.4			—			(429.8	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(13.4	)		—			(13.4	)
Increase (decrease) in cash and cash equivalents		0.1			(415.8	)		74.9			—			(340.8	)
Cash and cash equivalents at beginning of period		—			440.8			1,834.1			—			2,274.9
Cash and cash equivalents at end of period	$	0.1		$	25.0		$	1,909.0		$	—		$	1,934.1

Condensed, Consolidating Statement of Cash Flows

	Six months ended June 30, 2012
	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating Activities:
Net earnings	$	974.7		$	975.8		$	743.2		$	(1,583.7	)	$	1,110.0
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation, depletion and amortization		—			69.1			149.9			—			219.0
Deferred income taxes		—			7.7			5.5			—			13.2
Stock compensation expense		5.1			—			0.5			—			5.6
Excess tax benefit from stock-based compensation		(15.4	)		—			—			—			(15.4	)
Unrealized loss (gain) on derivatives		—			(19.6	)		(2.1	)		—			(21.7	)
(Gain) loss on disposal of property, plant and equipment		—			0.9			2.7			—			3.6
Undistributed (earnings) of affiliates—net		(975.8	)		(609.3	)		(20.6	)		1,583.7			(22.0	)
Due to/from affiliates—net		490.2			(489.8	)		(0.4	)		—			—
Changes in:
Accounts and notes receivable—net		—			(188.7	)		(501.4	)		600.5			(89.6	)
Margin deposits		—			0.8			0.1			—			0.9
Inventories—net		—			58.3			18.1			—			76.4
Accrued income taxes		—			(292.7	)		181.9			—			(110.8	)
Accounts and notes payable and accrued expenses		0.4			608.0			(1.6	)		(600.5	)		6.3
Customer advances		—			(89.9	)		(46.3	)		—			(136.2	)
Other—net		—			(2.5	)		11.9			—			9.4
Net cash provided by operating activities		479.2			28.1			541.4			—			1,048.7
Investing Activities:
Additions to property, plant and equipment		—			(96.2	)		(61.6	)		—			(157.8	)
Proceeds from sale of property, plant and equipment		—			7.2			—			—			7.2
Sales and maturities of short-term and auction rate securities		—			16.0			—			—			16.0
Deposit to asset retirement funds		—			(2.2	)		—			—			(2.2	)
Net cash used in investing activities		—			(75.2	)		(61.6	)		—			(136.8	)
Financing Activities:
Payments of long-term debt		—			—			(13.0	)		—			(13.0	)
Dividends paid on common stock		(52.3	)		—			—			—			(52.3	)
Dividends to/from affiliates		52.3			(52.3	)		—			—			—
Distributions to/from noncontrolling interest		—			300.5			(493.8	)		—			(193.3	)
Purchase of treasury stock		(500.0	)		—			—			—			(500.0	)
Issuances of common stock under employee stock plans		5.4			—			—			—			5.4
Excess tax benefit from stock-based compensation		15.4			—			—			—			15.4
Net cash (used in) provided by financing activities		(479.2	)		248.2			(506.8	)		—			(737.8	)
Effect of exchange rate changes on cash and cash equivalents		—			(6.0	)		7.9			—			1.9
Increase in cash and cash equivalents		—			195.1			(19.1	)		—			176.0
Cash and cash equivalents at beginning of period		—			98.7			1,108.3			—			1,207.0
Cash and cash equivalents at end of period	$	—		$	293.8		$	1,089.2		$	—		$	1,383.0

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Net Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2013

Net Earnings Per Share

Summary of net earnings per share

	Three months ended June 30,				Six months ended June 30,
	2013		2012		2013		2012
	(in millions, except per share amounts)
Net earnings attributable to common stockholders	$	498.2	$	606.3	$	904.7	$	974.7
Basic earnings per common share:
Weighted average common shares outstanding		59.1		64.3		60.7		64.9
Net earnings attributable to common stockholders	$	8.43	$	9.42	$	14.91	$	15.01
Diluted earnings per common share:
Weighted average common shares outstanding		59.1		64.3		60.7		64.9
Dilutive common shares—stock options		0.4		0.9		0.4		0.9
Diluted weighted average shares outstanding		59.5		65.2		61.1		65.8
Net earnings attributable to common stockholders	$	8.38	$	9.31	$	14.80	$	14.81

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Plant Turnaround Costs (Tables)

6 Months Ended

Jun. 30, 2013

Plant Turnaround Costs

Summary of plant turnaround activity

	Six months ended June 30,
	2013			2012
	(in millions)
Net capitalized turnaround costs:
Beginning balance	$	82.1		$	54.8
Additions		35.8			21.1
Depreciation		(18.2	)		(15.1	)
Effect of exchange rate changes		(0.2	)		0.1
Ending balance	$	99.5		$	60.9

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Subsequent Events (Details) (USD $) Share data in Millions, unless otherwise specified	3 Months Ended			6 Months Ended		1 Months Ended	7 Months Ended
	Jun. 30, 2013	Mar. 31, 2013	Sep. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Jul. 31, 2013 Subsequent event	Jul. 31, 2013 Subsequent event
Subsequent Events
Number of shares repurchased	2.6	2.5		5.1		0.7
Purchase of treasury stock value	$ 474,200,000	$ 507,300,000		$ 981,500,000	$ 500,000,000	$ 130,000,000
Share repurchase authorized			3,000,000,000
Total shares repurchased under program							5.8
Aggregate expenditure for repurchased stock							$ 1,100,000,000

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Plant Turnaround Costs (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Net capitalized turnaround costs:
Balance at the beginning of the period	$ 82.1	$ 54.8
Additions	35.8	21.1
Depreciation	(18.2)	(15.1)
Effect of exchange rate changes	(0.2)	0.1
Balance at the end of the period	$ 99.5	$ 60.9

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Asset Retirement Obligations (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Changes in AROs
Obligation at beginning of the period	$ 145.0
Accretion expense	5.2
Liabilities incurred	0.7
Expenditures	(3.0)
Obligation at end of the period	147.9
Current portion	9.6	12.3
Noncurrent portion	138.3	132.7
Total Asset Retirement Obligation	147.9
Expected deposits to be made into the escrow account for the benefit of the FDEP	4.0
Total balance in ARO trust	$ 200.8	$ 200.8

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Noncontrolling Interests (Details)					6 Months Ended				6 Months Ended				6 Months Ended					0 Months Ended	12 Months Ended	0 Months Ended				6 Months Ended
	Jun. 30, 2013 USD ($)	Dec. 31, 2012 USD ($)	Jun. 30, 2012 USD ($)	Dec. 31, 2011 USD ($)	Jun. 30, 2013 TNCLP USD ($)	Jun. 30, 2012 TNCLP USD ($)	Dec. 31, 2012 TNCLP USD ($)	Dec. 31, 2011 TNCLP USD ($)	Jun. 30, 2013 TNCLP Minimum	Jun. 30, 2013 TNCLP Maximum	Jun. 30, 2013 Viterra Inc USD ($)	Dec. 31, 2012 Viterra Inc USD ($)	Jun. 30, 2013 CFL item	Apr. 30, 2013 CFL CAD	Dec. 31, 2012 CFL USD ($)	Jun. 30, 2012 CFL USD ($)	Dec. 31, 2011 CFL USD ($)	Apr. 30, 2013 CFL CF Industries	Dec. 31, 2012 CFL CF Industries	Apr. 30, 2013 CFL CF Industries Common Stock	Apr. 30, 2013 CFL CF Industries Nonvoting preferred shares	Apr. 30, 2013 CFL Viterra Inc Maximum	Apr. 30, 2013 CFL Viterra Inc Common Stock	Jun. 30, 2013 CFL Viterra Inc Common Stock	Jun. 30, 2013 CFL Viterra Inc Nonvoting preferred shares	Jun. 30, 2013 CFL Growmark and La Coop Federee Common Stock
Noncontrolling interest
Number of world-scale ammonia plants													2
Reporting entity's ownership interest in VIE (as a percent)																				49.00%	66.00%
Percentage of ammonia and urea production purchased																		66.00%
Percentage of ammonia and urea production for which there is a right to purchase prior to acquisition																						34.00%
Third Party's ownership interest in VIE (as a percent)																							34.00%	34.00%	34.00%	17.00%
Percentage of the facility's ammonia and granular urea production that the reporting entity is required to purchase pursuant to a product purchase agreement																			100.00%
Accounts receivable - net	$ 294,300,000	$ 217,400,000									$ 0	$ 2,000,000
Noncontrolling interest	364,800,000	380,000,000	480,800,000	385,900,000	364,800,000	365,100,000	362,600,000	369,200,000			0	5,300,000			17,400,000	115,700,000	16,700,000
Percentage of aggregate ownership held by entity through general and limited partnership					75.30%
Percentage of ownership interest held by outside investors					24.70%
Total purchase price														900,000,000
Earnings attributable to general partnership interest in excess of the threshold levels					$ 133,700,000	$ 116,700,000
Percentage of ownership allowing majority owner to acquire outstanding units										25.00%
Notice period for making decision to purchase the outstanding units									30 days	60 days
Average trading days for which purchase price is greater					20 days
Number of days before announcing purchase price					5 days
Period within which highest price is paid for any unit preceding the date of purchase is announced					90 days

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net earnings	$ 518.1	$ 678.3	$ 947.5	$ 1,110.0
Other comprehensive income:
Foreign currency translation adjustment - net of taxes	(11.5)	(5.5)	(68.2)	20.6
Unrealized gain (loss) on hedging derivatives - net of taxes	3.6		(4.2)
Unrealized gain (loss) on securities - net of taxes	0.2	(0.3)	0.6	0.4
Defined benefit plans - net of taxes	2.4	2.2	5.4	3.2
Total other comprehensive income	(5.3)	(3.6)	(66.4)	24.2
Comprehensive income	512.8	674.7	881.1	1,134.2
Less: Comprehensive income attributable to the noncontrolling interest	19.8	71.6	42.1	135.4
Comprehensive income attributable to common stockholders	$ 493.0	$ 603.1	$ 839.0	$ 998.8

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Net Earnings Per Share

6 Months Ended

Jun. 30, 2013

Net Earnings Per Share

Net Earnings Per Share

6.     Net Earnings Per Share

        Net earnings per share were computed as follows:

	Three months ended June 30,				Six months ended June 30,
	2013		2012		2013		2012
	(in millions, except per share amounts)
Net earnings attributable to common stockholders	$	498.2	$	606.3	$	904.7	$	974.7
Basic earnings per common share:
Weighted average common shares outstanding		59.1		64.3		60.7		64.9
Net earnings attributable to common stockholders	$	8.43	$	9.42	$	14.91	$	15.01
Diluted earnings per common share:
Weighted average common shares outstanding		59.1		64.3		60.7		64.9
Dilutive common shares—stock options		0.4		0.9		0.4		0.9
Diluted weighted average shares outstanding		59.5		65.2		61.1		65.8
Net earnings attributable to common stockholders	$	8.38	$	9.31	$	14.80	$	14.81

        In the computation of diluted net earnings per common share, potentially dilutive stock options are excluded if the effect of their inclusion is anti-dilutive. For the three and six months ended June 30, 2013 and 2012, anti-dilutive stock options were insignificant.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
CONSOLIDATED BALANCE SHEETS
Property, plant and equipment, accumulated depreciation, depletion and amortization (in dollars)	$ 2,899.7	$ 2,757.1
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	50,000,000	50,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	59,305,690	62,961,628
Treasury stock, shares	1,274,837	10,940

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Financing Agreements (Details) (USD $)	6 Months Ended		6 Months Ended								1 Months Ended	6 Months Ended			6 Months Ended				6 Months Ended
	Jun. 30, 2013 item	Dec. 31, 2012	Jun. 30, 2013 Credit Agreement item	Apr. 22, 2013 Credit Agreement Subsequent event	Jun. 30, 2013 CF Industries Unsecured senior notes 6.875% due 2018	Dec. 31, 2012 CF Industries Unsecured senior notes 6.875% due 2018	Apr. 23, 2010 CF Industries Unsecured senior notes 6.875% due 2018	Jun. 30, 2013 CF Industries Unsecured senior notes 7.125% due 2020	Dec. 31, 2012 CF Industries Unsecured senior notes 7.125% due 2020	Apr. 23, 2010 CF Industries Unsecured senior notes 7.125% due 2020	May 31, 2012 CF Industries Credit Agreement	Jun. 30, 2013 CF Industries Credit Agreement	May 01, 2012 CF Industries Credit Agreement	May 01, 2012 CF Industries Revolving credit facility	Jun. 30, 2013 CF Industries Senior notes due 2018 and 2020	Jun. 30, 2013 CF Industries Senior Notes due 2023 and 2043	Jun. 30, 2013 CF Industries Senior notes 3.450% due 2023	May 23, 2013 CF Industries Senior notes 3.450% due 2023	Jun. 30, 2013 CF Industries Senior notes 4.950% due 2043	May 23, 2013 CF Industries Senior notes 4.950% due 2043
Financing agreements
Long-term debt	$ 3,098,000,000	$ 1,600,000,000			$ 800,000,000	$ 800,000,000		$ 800,000,000	$ 800,000,000						$ 1,600,000,000	$ 1,500,000,000	$ 749,300,000		$ 748,700,000
Net long-term debt	3,098,000,000	1,600,000,000
Debt Instruments
Maximum borrowing capacity				1,000,000,000									500,000,000	500,000,000
Maximum borrowing capacity under the credit agreement before amendment				500,000,000
Maturity period											5 years
Guarantee for borrowed money			350,000,000
Number of subsidiaries of the parent that provide guarantee	0		0
Amount outstanding												0
Interest rate (as a percent)					6.875%			7.125%									3.45%	3.45%	4.95%	4.95%
Principal amount							800,000,000			800,000,000								750,000,000		750,000,000
Variable interest base rate												Applicable margin over LIBOR or a base rate
Available credit												995,100,000
Carrying value of long term debt	3,098,000,000	1,600,000,000			800,000,000	800,000,000		800,000,000	800,000,000						1,600,000,000	1,500,000,000	749,300,000		748,700,000
Fair value of long-term debt															1,900,000,000	1,400,000,000
Repurchase price of notes as a percentage of principal amount															101.00%	101.00%
Net proceeds from issuance and sale of notes																			$ 1,480,000,000

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
CONSOLIDATED STATEMENTS OF OPERATIONS
Net sales	$ 1,714.9	$ 1,735.6	$ 3,051.4	$ 3,263.2
Cost of sales	849.7	692.3	1,511.1	1,508.1
Gross margin	865.2	1,043.3	1,540.3	1,755.1
Selling, general and administrative expenses	44.5	41.3	88.8	75.1
Other operating - net	(3.5)	10.8	11.1	33.1
Total other operating costs and expenses	41.0	52.1	99.9	108.2
Equity in earnings of operating affiliates	9.5	13.8	21.1	29.3
Operating earnings	833.7	1,005.0	1,461.5	1,676.2
Interest expense	32.3	45.3	71.4	76.2
Interest income	(1.0)		(3.1)	(0.4)
Other non-operating - net	(0.3)	(0.6)	54.4	(0.7)
Earnings before income taxes and equity in (losses) earnings of non-operating affiliates	802.7	960.3	1,338.8	1,601.1
Income tax provision	282.9	309.2	390.3	516.0
Equity in (losses) earnings of non-operating affiliates-net of taxes	(1.7)	27.2	(1.0)	24.9
Net earnings	518.1	678.3	947.5	1,110.0
Less: Net earnings attributable to noncontrolling interest	19.9	72.0	42.8	135.3
Net earnings attributable to common stockholders	$ 498.2	$ 606.3	$ 904.7	$ 974.7
Net earnings per share attributable to common stockholders:
Basic (in dollars per share)	$ 8.43	$ 9.42	$ 14.91	$ 15.01
Diluted (in dollars per share)	$ 8.38	$ 9.31	$ 14.80	$ 14.81
Weighted average common shares outstanding:
Basic (in shares)	59.1	64.3	60.7	64.9
Diluted (in shares)	59.5	65.2	61.1	65.8
Dividends declared per common share (in dollars per share)	$ 0.40	$ 0.40	$ 0.80	$ 0.80

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Interest Expense (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Interest Expense
Interest on borrowings	$ 35.0	$ 28.1	$ 63.0	$ 56.1
Fees on financing agreements	4.0	20.0	7.5	25.1
Interest on tax liabilities	(0.4)	0.5	11.7	1.0
Interest capitalized and other	(6.3)	(3.3)	(10.8)	(6.0)
Total interest expense	$ 32.3	$ 45.3	$ 71.4	$ 76.2

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Subsequent Events

6 Months Ended

Jun. 30, 2013

Subsequent Events

Subsequent Events

21.   Subsequent Event

        In July 2013, we repurchased 0.7 million of the Company's common shares for $130.0 million as part of the $3.0 billion share repurchase program announced in the third quarter of 2012 (see Note 16—Treasury Stock). Together with the 5.1 million shares repurchased during the first six months of 2013, these repurchases bring the total repurchased shares to date under this program to 5.8 million for an aggregate expenditure of $1.1 billion.

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Derivative Financial Instruments

6 Months Ended

Jun. 30, 2013

Derivative Financial Instruments

Derivative Financial Instruments

15.   Derivative Financial Instruments

        We use derivative financial instruments to reduce our exposure to changes in commodity prices and foreign currency exchange rates.

Commodity Price Risk Management

        Natural gas is the largest and most volatile component of the manufacturing cost for nitrogen-based fertilizers. We manage the risk of changes in gas prices primarily through the use of derivative financial instruments covering periods of generally less than 18 months. The derivatives that we use are primarily call options and fixed price swaps traded in the over-the-counter (OTC) markets. These natural gas derivatives settle using primarily a NYMEX futures price index, which represents the basis for fair value at any given time. The contracts are entered into with respect to gas to be consumed in the future and settlements are scheduled to coincide with anticipated purchases of natural gas used to manufacture nitrogen products during those future periods. We use natural gas derivatives as an economic hedge of gas price risk, but without the application of hedge accounting.

        As of June 30, 2013 and December 31, 2012, we had open natural gas derivative contracts for 36.7 million MMBtus and 58.9 million MMBtus, respectively. For the six months ended June 30, 2013, we used derivatives to cover approximately 89% of our natural gas consumption.

Foreign Currency Exchange Rates

        In the fourth quarter of 2012, our Board of Directors authorized the expenditure of $3.8 billion to construct new ammonia and urea/UAN plants at our Donaldsonville, Louisiana complex and new ammonia and urea plants at our Port Neal, Iowa complex. A portion of the construction costs are Euro-denominated. In order to manage our exposure to changes in the Euro to U.S. dollar currency exchange rates, we have hedged our projected Euro denominated payments through 2014 using currency forward exchange contracts.

        As of June 30, 2013, the notional amount of our open foreign currency derivatives was $765.0 million. Of this amount, $227.7 million, or approximately 29%, was designated as cash flow hedging instruments for accounting purposes while the remaining $537.3 million was not designated as hedging instruments for accounting purposes.

        No reclassification from AOCI to income occurred in the six months ended June 30, 2013 or during 2012, and none is expected in 2013. The AOCI related to our foreign currency derivatives is expected to be reclassified into income over the depreciable lives of the fixed assets associated with the capital expansion projects.

        The effect of derivatives in our consolidated statements of operations for the three and six months ended June 30, 2013 and 2012 is shown in the tables below:

	Gain (loss) recognized in OCI				Gain (loss) reclassified from AOCI into income
	Three months ended June 30,					Three months ended June 30,
Derivatives designated as cash flow hedges	2013		2012		Location	2013		2012
	(in millions)					(in millions)
Foreign exchange contracts	$	5.7	$	—	Other operating—net	$	—	$	—

	Gain (loss) recognized in income
		Three months ended June 30,
	Location	2013			2012
		(in millions)
Foreign exchange contracts	Other operating—net(1)	$	(2.0	)	$	—

	Gain (loss) recognized in income
		Three months ended June 30,
Derivatives not	Location	2013			2012
designated as hedges
		(in millions)
Natural gas derivatives	Cost of sales	$	(18.0	)	$	77.6
Foreign exchange contracts	Other operating—net		5.6			—
		$	(12.4	)	$	77.6

	Gain (loss) in income
	Three months ended June 30,
All Derivatives	2013			2012
	(in millions)
Unrealized gains (losses)
Derivatives not designated as hedges	$	(12.4	)	$	77.6
Cash flow hedge ineffectiveness		(2.0	)		—
Total unrealized (losses) gains		(14.4	)		77.6
Realized gains (losses)		17.0			(54.2	)
Net derivative gains	$	2.6		$	23.4

	Gain (loss) recognized in OCI					Gain (loss) reclassified from AOCI into income
	Six months ended June 30,						Six months ended June 30,
Derivatives designated as cash flow hedges	2013			2012		Location	2013		2012
	(in millions)						(in millions)
Foreign exchange contracts	$	(6.5	)	$	—	Other operating—net	$	—	$	—

	Gain (loss) recognized in income
		Six months ended June 30,
	Location	2013			2012
		(in millions)
Foreign exchange contracts	Other operating—net(1)	$	(2.1	)	$	—

	Gain (loss) recognized in income
		Six months ended June 30,
Derivatives not	Location	2013			2012
designated as hedges
		(in millions)
Natural gas derivatives	Cost of sales	$	4.4		$	21.7
Foreign exchange contracts	Other operating—net		(7.9	)		—
		$	(3.5	)	$	21.7

	Gain (loss) in income
	Six months ended June 30,
All Derivatives	2013			2012
	(in millions)
Unrealized gains (losses)
Derivatives not designated as hedges	$	(3.5	)	$	21.7
Cash flow hedge ineffectiveness		(2.1	)		—
Total unrealized gains (losses)		(5.6	)		21.7
Realized gains (losses)		9.3			(102.4	)
Net derivative gains (losses)	$	3.7		$	(80.7	)

⁽¹⁾

For derivatives designated as cash flow hedges, the amount reported as gain (loss) recognized in income represents the amount excluded from hedge effectiveness.

        The fair values of derivatives on our consolidated balance sheets are shown below. For additional information on derivative fair values, see Note 5—Fair Value Measurements.

	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	June 30, 2013		December 31, 2012		Balance Sheet Location	June 30, 2013		December 31, 2012
	(in millions)
Derivatives designated as hedging instruments
Foreign exchange contracts	Other current assets	$	1.9	$	4.2	Other current liabilities	$	0.2	$	—
Foreign exchange contracts	Other noncurrent assets		—		4.8	Other noncurrent liabilities		0.7		—
		$	1.9	$	9.0		$	0.9	$	—
Derivatives not designated as hedging instruments
Foreign exchange contracts	Other current assets	$	1.4	$	3.9	Other current liabilities	$	2.3	$	—
Foreign exchange contracts	Other noncurrent assets		—		2.4	Other non current liabilities		1.7		—
Natural gas derivatives	Other current assets		0.2		2.0	Other current liabilities		0.1		5.5
Natural gas derivatives	Other noncurrent assets		—		—	Other non current liabilities		—		0.1
		$	1.6	$	8.3		$	4.1	$	5.6
Total derivatives		$	3.5	$	17.3		$	5.0	$	5.6
Current / Non-Current Totals
	Other current assets	$	3.5	$	10.1	Other current liabilities	$	2.6	$	5.5
	Other noncurrent assets		—		7.2	Other non current liabilities		2.4		0.1
Total derivatives		$	3.5	$	17.3		$	5.0	$	5.6

        The counterparties to our derivative contracts are large financial institutions and large oil and gas companies. Our derivatives are executed with several counterparties, generally under International Swaps and Derivatives Association (ISDA) agreements. The ISDA agreements are master netting arrangements commonly used for OTC derivatives that mitigate exposure to counterparty credit risk, in part, by creating contractual rights of netting and setoff, the specifics of which vary from agreement to agreement. These rights are described further below:

• •

  Settlement netting generally allows us and our counterparties to net, into a single net payable or receivable, ordinary settlement obligations arising between us under the ISDA agreement on the same day, in the same currency, for the same types of derivative instruments, and through the same pairing of offices.

  •

  Close-out netting rights are provided in the event of a default or other termination event (as defined in the ISDA agreements), including bankruptcy. Depending on the cause of early termination, the non-defaulting party may elect to accelerate and terminate all or some transactions outstanding under the ISDA agreement. The values of all terminated transactions and certain other payments under the ISDA agreement are netted, resulting in a single net close-out amount payable to or by the non-defaulting party. Termination values may be determined using a mark-to-market approach or based on a party's good faith estimate of its loss. If the final net close-out amount is payable by the non-defaulting party, that party's obligation to make the payment may be conditioned on factors such as the termination of all derivative transactions between the parties or payment in full of all of the defaulting party's obligations to the non-defaulting party, in each case regardless of whether arising under the ISDA agreement or otherwise.

  •

  Setoff rights are provided by certain of our ISDA agreements and generally allow a non-defaulting party to elect to setoff, against the final net close-out payment, other matured and contingent amounts payable between us and our counterparties under the ISDA agreement or otherwise. Typically, these setoff rights arise upon the early termination of all transactions outstanding under an ISDA agreement following a default or specified termination event.

        Most of our ISDA agreements contain credit-risk-related contingent features with sliding-scale credit support thresholds that are dependent upon the ratings assigned to our long-term unsecured debt by certain credit rating agencies. Downgrades in our credit ratings would cause the applicable threshold levels to decrease and improvements in those ratings could cause the threshold levels to increase. If our net liability positions exceed the threshold amounts, the counterparties could require cash collateral, some other form of credit support, or daily cash settlement of unrealized losses. As of June 30, 2013 and December 31, 2012, the aggregate fair value of the derivative instruments with credit-risk-related contingent features in net liability positions was $2.2 million and $0.9 million, respectively, which also approximates the fair value of the maximum amount of additional collateral that would need to be posted or assets needed to settle the obligations if the credit-risk-related contingent features were triggered at the reporting dates. At both June 30, 2013 and December 31, 2012, we had no cash collateral on deposit with counterparties for derivative contracts. The credit support documents executed in connection with ISDA agreements generally provide us and our counterparties the right to setoff collateral against amounts owing under the ISDA agreements upon the occurrence of a default or a specified termination event.

        The following table presents amounts relevant to offsetting of our derivative assets and liabilities as of June 30, 2013 and December 31, 2012.

				Gross amounts not offset in consolidated balance sheet
	Gross and Net amounts presented in consolidated balance sheet(1)
				Financial instruments		Cash collateral received (pledged)		Net amount
	(in millions)
June 30, 2013
Total derivative assets	$	3.5	(2)	$	1.4	$	—	$	2.1
Total derivative liabilities		5.0	(3)		1.4		—		3.6
Net assets	$	(1.5	)	$	—	$	—	$	(1.5	)
December 31, 2012
Total derivative assets	$	17.3	(4)	$	4.6	$	—	$	12.7
Total derivative liabilities		5.6	(5)		4.6		—		1.0
Net assets	$	11.7		$	—	$	—	$	11.7

⁽¹⁾

We report the fair values of our derivative assets and liabilities on a gross basis on our consolidated balance sheet. As a result, the gross amounts recognized and net amounts presented are the same.

⁽²⁾

The $3.5 million is included in other current assets at June 30, 2013.

⁽³⁾

Of the $5.0 million at June 30, 2013, $2.6 million is included in other current liabilities and $2.4 million is included in other noncurrent liabilities.

⁽⁴⁾

Of the $17.3 million at December 31, 2012, $10.1 million is included in other current assets and $7.2 million is included in other noncurrent assets.

⁽⁵⁾

Of the $5.6 million at December 31, 2012, $5.5 million is included in other current liabilities and $0.1 million is included in other noncurrent liabilities.

        Our exposure to credit loss from nonperformance by counterparties was approximately $2.1 million and $12.7 million as of June 30, 2013 and December 31, 2012, respectively. We do not believe the contractually allowed netting, close-out netting or set-off of amounts owed to, or due from, the counterparties to our ISDA agreements would have a material effect on our financial position.

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Background and Basis of Presentation (Details)	6 Months Ended
	Jun. 30, 2013 item
Background and Basis of Presentation
Number of business segments	2

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Equity Method Investments (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Equity method investments
Investments in and advances to affiliates	$ 898.6		$ 898.6		$ 935.6
Condensed income statement information:
Equity in earnings of operating affiliates	9.5	13.8	21.1	29.3
Equity in (losses) earnings of non-operating affiliates - net of taxes	(1.7)	27.2	(1.0)	24.9
Operating Equity Method Investments
Equity method investments
Investments in and advances to affiliates	390.6		390.6		394.2
Condensed income statement information:
Net sales	75.2	103.7	171.6	181.2
Net earnings	23.7	38.0	55.9	62.5
Equity in earnings of operating affiliates	9.5	13.8	21.1	29.3
Condensed balance sheet information:
Current assets	97.4		97.4		93.9
Long-term assets	156.0		156.0		164.8
Total assets	253.4		253.4		258.7
Current liabilities	44.6		44.6		45.9
Long-term liabilities	26.1		26.1		26.0
Equity	182.7		182.7		186.8
Total liabilities and equity	253.4		253.4		258.7
Equity Method Investments
Carrying value of investments	390.6		390.6
Carrying value of investments in excess of the entity's share of the affiliates' book value	299.2		299.2
Operating Equity Method Investments | Property, plant and equipment | Maximum
Equity Method Investments
Number of years that the increased basis for property, plant and equipment and identifiable intangibles will be amortized			20 years
Operating Equity Method Investments | Gas contract | Maximum
Equity Method Investments
Number of years that the increased basis for property, plant and equipment and identifiable intangibles will be amortized			10 years
Operating Equity Method Investments | Point Lisas Nitrogen Limited (PLNL)
Equity method investments
Ownership interest (as a percent)	50.00%		50.00%
Equity Method Investments
Obligation to purchase ammonia (as a percent)			50% of the ammonia produced by PLNL
Purchases of ammonia from PLNL	41.8	47.7	80.2	86.2
Operating Equity Method Investments | Ammonia storage joint venture
Equity method investments
Ownership interest (as a percent)	50.00%		50.00%
Non-Operating Equity Method Investments
Equity method investments
Investments in and advances to affiliates	508.0		508.0		541.4
Condensed income statement information:
Net sales	712.5	858.6	1,306.6	1,497.0
Net earnings	3.3	60.7	10.3	62.7
Equity in (losses) earnings of non-operating affiliates - net of taxes	(1.7)	27.2	(1.0)	24.9
Condensed balance sheet information:
Current assets	572.3		572.3		595.0
Long-term assets	299.2		299.2		293.4
Total assets	871.5		871.5		888.4
Current liabilities	390.0		390.0		385.6
Long-term liabilities	137.8		137.8		147.3
Equity	343.7		343.7		355.5
Total liabilities and equity	871.5		871.5		888.4
Equity Method Investments
Carrying value of investments	495.6		495.6
Carrying value of investments in excess of the entity's share of the affiliates' book value	323.8		323.8
Undistributed earnings from equity method investees	14.9		14.9
Non-Operating Equity Method Investments | KEYTRADE AG
Equity method investments
Ownership interest (as a percent)	50.00%		50.00%
Equity Method Investments
Percentage rate of debt financing of subordinated notes to Keytrade			LIBOR
Percentage on debt instrument in addition to LIBOR Rate	1.00%		1.00%
Amount of outstanding advances	12.4		12.4		12.4
Recognized interest income on advances			$ 0.1	$ 0.1
Non-Operating Equity Method Investments | KEYTRADE AG | Maximum
Equity Method Investments
Number of years that the increased basis for property, plant and equipment and identifiable intangibles will be amortized			12 years
Non-Operating Equity Method Investments | GrowHow
Equity method investments
Ownership interest (as a percent)	50.00%		50.00%

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Segment Disclosures (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013 item	Jun. 30, 2012	Dec. 31, 2012
Segment Disclosures
Number of business segments			2
Segment data
Net sales	$ 1,714.9	$ 1,735.6	$ 3,051.4	$ 3,263.2
Cost of sales	849.7	692.3	1,511.1	1,508.1
Gross margin	865.2	1,043.3	1,540.3	1,755.1
Total other operating costs and expenses	41.0	52.1	99.9	108.2
Equity in earnings of operating affiliates	9.5	13.8	21.1	29.3
Operating earnings	833.7	1,005.0	1,461.5	1,676.2
Assets	10,251.6		10,251.6		10,166.9
Ammonia
Segment data
Net sales	586.8	503.5	787.2	905.2
Granular urea
Segment data
Net sales	271.1	361.8	534.7	711.2
UAN
Segment data
Net sales	556.1	527.7	1,094.0	951.4
AN
Segment data
Net sales	65.2	64.1	120.1	127.9
DAP
Segment data
Net sales	137.4	173.7	334.0	383.0
MAP
Segment data
Net sales	52.3	57.8	94.6	104.4
All Other
Segment data
Net sales	46.0	47.0	86.8	80.1
Nitrogen
Segment data
Net sales	1,525.2	1,504.1	2,622.8	2,775.8
Cost of sales	678.0	511.2	1,128.0	1,120.8
Gross margin	847.2	992.9	1,494.8	1,655.0
Assets	6,276.4		6,276.4		5,991.5
Nitrogen | Ammonia
Segment data
Net sales	586.8	503.5	787.2	905.2
Nitrogen | Granular urea
Segment data
Net sales	271.1	361.8	534.7	711.2
Nitrogen | UAN
Segment data
Net sales	556.1	527.7	1,094.0	951.4
Nitrogen | AN
Segment data
Net sales	65.2	64.1	120.1	127.9
Nitrogen | All Other
Segment data
Net sales	46.0	47.0	86.8	80.1
Phosphate
Segment data
Net sales	189.7	231.5	428.6	487.4
Cost of sales	171.7	181.1	383.1	387.3
Gross margin	18.0	50.4	45.5	100.1
Assets	816.1		816.1		795.2
Phosphate | DAP
Segment data
Net sales	137.4	173.7	334.0	383.0
Phosphate | MAP
Segment data
Net sales	52.3	57.8	94.6	104.4
Other.
Segment data
Assets	$ 3,159.1		$ 3,159.1		$ 3,380.2

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Financing Agreements (Tables)

6 Months Ended

Jun. 30, 2013

Financing Agreements

Components of long-term debt

	June 30, 2013		December 31, 2012
	(in millions)
Unsecured senior notes:
6.875% due 2018	$	800.0	$	800.0
7.125% due 2020		800.0		800.0
3.450% due 2023		749.3		—
4.950% due 2043		748.7		—
	$	3,098.0	$	1,600.0
Less: Current portion		—		—
Net long-term debt	$	3,098.0	$	1,600.0

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Inventories-Net (Tables)

6 Months Ended

Jun. 30, 2013

Inventories-Net

Schedule of inventory

	June 30, 2013		December 31, 2012
	(in millions)
Fertilizer	$	251.2	$	212.2
Raw materials, spare parts and supplies		69.8		65.7
	$	321.0	$	277.9

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Equity Method Investments (Tables)

6 Months Ended

Jun. 30, 2013

Equity Method Investments

Equity Method Investments

	June 30, 2013		December 31, 2012
	(in millions)
Operating equity method investments	$	390.6	$	394.2
Non-operating equity method investments		508.0		541.4
Investments in and advances to affiliates	$	898.6	$	935.6

Schedule of combined results of operations and financial position for operating equity method investments

	Three months ended June 30				Six months ended June 30
	2013		2012		2013		2012
	(in millions)
Condensed statement of operations information:
Net sales	$	75.2	$	103.7	$	171.6	$	181.2
Net earnings	$	23.7	$	38.0	$	55.9	$	62.5
Equity in earnings of operating affiliates	$	9.5	$	13.8	$	21.1	$	29.3

	June 30, 2013		December 31, 2012
	(in millions)
Condensed balance sheet information:
Current assets	$	97.4	$	93.9
Long-term assets		156.0		164.8
Total assets	$	253.4	$	258.7
Current liabilities	$	44.6	$	45.9
Long-term liabilities		26.1		26.0
Equity		182.7		186.8
Total liabilities and equity	$	253.4	$	258.7

Schedule of combined results of operations and financial position for non-operating equity method investments

	Three months ended June 30					Six months ended June 30
	2013			2012		2013			2012
	(in millions)
Condensed statement of operations information:
Net sales	$	712.5		$	858.6	$	1,306.6		$	1,497.0
Net earnings	$	3.3		$	60.7	$	10.3		$	62.7
Equity in (losses) earnings of non-operating affiliates—net of taxes	$	(1.7	)	$	27.2	$	(1.0	)	$	24.9

	June 30, 2013		December 31, 2012
	(in millions)
Condensed balance sheet information:
Current assets	$	572.3	$	595.0
Long-term assets		299.2		293.4
Total assets	$	871.5	$	888.4
Current liabilities	$	390.0	$	385.6
Long-term liabilities		137.8		147.3
Equity		343.7		355.5
Total liabilities and equity	$	871.5	$	888.4

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Fair Value Measurements

6 Months Ended

Jun. 30, 2013

Fair Value Measurements

Fair Value Measurements

5.     Fair Value Measurements

        Our cash and cash equivalents and other investments consist of the following:

	June 30, 2013
	Adjusted Cost		Unrealized Gains		Unrealized Losses		Fair Value
	(in millions)
Cash	$	79.2	$	—	$	—	$	79.2
U.S. and Canadian government obligations		1,336.6		—		—		1,336.6
Other debt securities		518.3		—		—		518.3
Total cash and cash equivalents	$	1,934.1	$	—	$	—	$	1,934.1
Restricted cash		74.2		—		—		74.2
Asset retirement obligation funds		200.8		—		—		200.8

	December 31, 2012
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(in millions)
Cash	$	106.0	$	—	$	—		$	106.0
U.S. and Canadian government obligations		1,996.9		—		—			1,996.9
Other debt securities		172.0		—		—			172.0
Total cash and cash equivalents	$	2,274.9	$	—	$	—		$	2,274.9
Investments in auction rate securities		27.3		—		(1.3	)		26.0
Asset retirement obligation funds		200.8		—		—			200.8
Nonqualified employee benefit trusts		21.2		0.8		—			22.0

        Under our short-term investment policy, we may invest our cash balances, either directly or through mutual funds, in several types of investment-grade securities, including notes and bonds issued by governmental entities or corporations. Securities issued by governmental entities include those issued directly by the Federal government; those issued by state, local or other governmental entities; and those guaranteed by entities affiliated with governmental entities.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

        The following tables present assets and liabilities included in our consolidated balance sheets at June 30, 2013 and December 31, 2012 that are recognized at fair value on a recurring basis, and indicates the fair value hierarchy utilized to determine such fair value:

	June 30, 2013
	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash and cash equivalents	$	1,934.1	$	1,934.1	$	—	$	—
Restricted cash		74.2		74.2		—		—
Unrealized gains on derivative instruments		3.5		—		3.5		—
Asset retirement obligation funds		200.8		200.8		—		—
Total assets at fair value	$	2,212.6	$	2,209.1	$	3.5	$	—
Unrealized losses on derivative instruments	$	5.0	$	—	$	5.0	$	—
Total liabilities at fair value	$	5.0	$	—	$	5.0	$	—

	December 31, 2012
	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash and cash equivalents	$	2,274.9	$	2,274.9	$	—	$	—
Unrealized gains on derivative instruments		17.3		—		17.3		—
Asset retirement obligation funds		200.8		200.8		—		—
Investments in auction rate securities		26.0		—		—		26.0
Nonqualified employee benefit trusts		22.0		22.0		—		—
Total assets at fair value	$	2,541.0	$	2,497.7	$	17.3	$	26.0
Unrealized losses on derivative instruments	$	5.6	$	—	$	5.6	$	—
Total liabilities at fair value	$	5.6	$	—	$	5.6	$	—

        Following is a summary of the valuation techniques for assets and liabilities recorded on our consolidated balance sheets at fair value on a recurring basis:

Cash and Cash Equivalents

        At June 30, 2013 and December 31, 2012, our cash and cash equivalents consisted primarily of U.S. government obligations and money market mutual funds that invest in U.S. government obligations and other investment-grade securities.

Restricted Cash

        We have contracted for engineering and procurement services with an affiliate of ThyssenKrupp Uhde (Uhde) for our capacity expansion projects at our Donaldsonville, Louisiana and Port Neal, Iowa production facilities. Under the terms of the engineering and procurement services contract, we are required to grant Uhde a security interest in a restricted cash account and maintain a cash balance in that account equal to the cancellation fees for procurement services and equipment that would arise if we were to cancel the projects. We began funding the restricted account in the second quarter of 2013. The balance in the account is expected to change over time based on the amounts of unpaid engineering and procurement costs.

Derivative Instruments

        The derivative instruments that we use are primarily natural gas call options, fixed price swaps, and foreign currency forward contracts traded in the over-the-counter markets with either large oil and gas companies or large financial institutions. The natural gas derivatives are traded in months forward and settlements are scheduled to coincide with anticipated gas purchases during those future periods. The foreign currency derivative contracts held are for the exchange of a specified notional amount of currencies at specified future dates coinciding with anticipated foreign currency cash outflows associated with our Donaldsonville, LA and Port Neal, IA capital expansion projects. The natural gas derivative contracts settle using NYMEX futures prices. To determine the fair value of these instruments, we use quoted market prices from NYMEX and standard pricing models with inputs derived from or corroborated by observable market data such as forward curves supplied by an industry recognized unrelated third party. The currency derivatives are valued based on quoted market prices supplied by an industry recognized, unrelated third party. See Note 15—Derivative Financial Instruments, for additional information.

Asset Retirement Obligation Funds

        In order to meet financial assurance requirements associated with certain Asset Retirement Obligations (AROs) in Florida, we maintain investments in an escrow account established for the benefit of the Florida Department of Environmental Protection (FDEP) and a trust established to comply with a 2010 Consent Decree with the U.S. Environmental Protection Agency (EPA) and the FDEP. The investments in the trust and escrow account are accounted for as available-for-sale securities. The fair values of these investments are based upon daily quoted prices representing the Net Asset Value (NAV) of the investments. See Note 7—Asset Retirement Obligations, for additional information regarding the trust and escrow accounts. The fair values of the ARO funds approximate their cost basis.

Investments in Auction Rate Securities

        Our investments in Auction Rate Securities (ARS) are accounted for as available-for-sale securities and are included on our consolidated balance sheets in other assets. As of June 30, 2013, our ARS are not material to our consolidated balance sheet.

Nonqualified Employee Benefit Trusts

        We maintain trusts associated with certain deferred compensation related to nonqualified employee benefits. The investments are accounted for as available-for-sale securities. The fair values of the trusts are based on daily quoted prices representing the net asset values (NAV) of the investments. These trusts are included on our consolidated balance sheets in other assets. As of June 30, 2013, our nonqualified employee benefit trusts are not material to our consolidated balance sheet.

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Treasury Stock (Details) (USD $) Share data in Millions, unless otherwise specified	1 Months Ended	3 Months Ended			6 Months Ended		1 Months Ended	7 Months Ended
	May 31, 2013	Jun. 30, 2013	Mar. 31, 2013	Sep. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Jul. 31, 2013 Subsequent event	Jul. 31, 2013 Subsequent event
Treasury Stock
Liability for treasury stock repurchase		$ 65,900,000			$ 65,900,000
Share repurchase authorized				3,000,000,000
Number of treasury shares retired	3.8
Treasury Stock
Number of shares repurchased		2.6	2.5		5.1		0.7
Purchase of treasury stock value		474,200,000	507,300,000		981,500,000	500,000,000	130,000,000
Treasury stock held		1.3			1.3
Total shares repurchased under program								5.8
Aggregate expenditure for repurchased stock								$ 1,100,000,000

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Noncontrolling Interests (Tables)

6 Months Ended

Jun. 30, 2013

Noncontrolling Interests

Schedule of reconciliation of the beginning and ending balances of noncontrolling interest and distributions payable to the noncontrolling interests on the entity's consolidated balance sheet

	Six months ended June 30,
	2013									2012
	CFL			TNCLP			Total			CFL			TNCLP			Total
	(in millions)
Noncontrolling interest:
Beginning balance	$	17.4		$	362.6		$	380.0		$	16.7		$	369.2		$	385.9
Earnings attributable to noncontrolling interest		2.3			40.5			42.8			100.1			35.2			135.3
Declaration of distributions payable		(2.3	)		(38.3	)		(40.6	)		—			(39.3	)		(39.3	)
Acquistions of noncontrolling interests in CFL		(16.8	)		—			(16.8	)		—			—			—
Effect of exchange rate changes		(0.6	)		—			(0.6	)		(1.1	)		—			(1.1	)
Ending balance	$	—		$	364.8		$	364.8		$	115.7		$	365.1		$	480.8
Distributions payable to noncontrolling interest:
Beginning balance	$	5.3		$	—		$	5.3		$	149.7		$	—		$	149.7
Declaration of distributions payable		2.3			38.3			40.6			—			39.3			39.3
Distributions to noncontrolling interest		(7.5	)		(38.3	)		(45.8	)		(154.0	)		(39.3	)		(193.3	)
Effect of exchange rate changes		(0.1	)		—			(0.1	)		4.3			—			4.3
Ending balance	$	—		$	—		$	—		$	—		$	—		$	—

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Segment Disclosures (Tables)

6 Months Ended

Jun. 30, 2013

Segment Disclosures

Summary of segment data for sales, cost of sales and gross margin

	Nitrogen		Phosphate		Consolidated
	(in millions)
Three months ended June 30, 2013
Net sales
Ammonia	$	586.8	$	—	$	586.8
Granular urea		271.1		—		271.1
UAN		556.1		—		556.1
AN		65.2		—		65.2
DAP		—		137.4		137.4
MAP		—		52.3		52.3
Other		46.0		—		46.0
		1,525.2		189.7		1,714.9
Cost of sales		678.0		171.7		849.7
Gross margin	$	847.2	$	18.0	$	865.2
Total other operating costs and expenses						41.0
Equity in earnings of operating affiliates						9.5
Operating earnings					$	833.7
Three months ended June 30, 2012
Net sales
Ammonia	$	503.5	$	—	$	503.5
Granular urea		361.8		—		361.8
UAN		527.7		—		527.7
AN		64.1		—		64.1
DAP		—		173.7		173.7
MAP		—		57.8		57.8
Other		47.0		—		47.0
		1,504.1		231.5		1,735.6
Cost of sales		511.2		181.1		692.3
Gross margin	$	992.9	$	50.4	$	1,043.3
Total other operating costs and expenses						52.1
Equity in earnings of operating affiliates						13.8
Operating earnings					$	1,005.0

	Nitrogen		Phosphate		Consolidated
	(in millions)
Six months ended June 30, 2013
Net sales
Ammonia	$	787.2	$	—	$	787.2
Granular urea		534.7		—		534.7
UAN		1,094.0		—		1,094.0
AN		120.1		—		120.1
DAP		—		334.0		334.0
MAP		—		94.6		94.6
Other		86.8		—		86.8
		2,622.8		428.6		3,051.4
Cost of sales		1,128.0		383.1		1,511.1
Gross margin	$	1,494.8	$	45.5	$	1,540.3
Total other operating costs and expenses						99.9
Equity in earnings of operating affiliates						21.1
Operating earnings					$	1,461.5
Six months ended June 30, 2012
Net sales
Ammonia	$	905.2	$	—	$	905.2
Granular urea		711.2		—		711.2
UAN		951.4		—		951.4
AN		127.9		—		127.9
DAP		—		383.0		383.0
MAP		—		104.4		104.4
Other		80.1		—		80.1
		2,775.8		487.4		3,263.2
Cost of sales		1,120.8		387.3		1,508.1
Gross margin	$	1,655.0	$	100.1	$	1,755.1
Total other operating costs and expenses						108.2
Equity in earnings of operating affiliates						29.3
Operating earnings					$	1,676.2

Schedule of segment assets

	Nitrogen		Phosphate		Other		Consolidated
	(in millions)
Assets
June 30, 2013	$	6,276.4	$	816.1	$	3,159.1	$	10,251.6
December 31, 2012	$	5,991.5	$	795.2	$	3,380.2	$	10,166.9

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Interest Expense

6 Months Ended

Jun. 30, 2013

Interest Expense

Interest Expense

8.     Interest Expense

        Details of interest expense are as follows:

	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
	(in millions)
Interest on borrowings	$	35.0		$	28.1		$	63.0		$	56.1
Fees on financing agreements		4.0			20.0			7.5			25.1
Interest on tax liabilities		(0.4	)		0.5			11.7			1.0
Interest capitalized and other		(6.3	)		(3.3	)		(10.8	)		(6.0	)
	$	32.3		$	45.3		$	71.4		$	76.2

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Noncontrolling Interests

6 Months Ended

Jun. 30, 2013

Noncontrolling Interests

Noncontrolling Interests

4.     Noncontrolling Interests

Canadian Fertilizers Limited (CFL)

        CFL owns a nitrogen fertilizer complex in Medicine Hat, Alberta, Canada which until April 30, 2013, supplied fertilizer products to CF Industries, Inc. (CF Industries) and Viterra Inc. (Viterra). The Medicine Hat complex is the largest nitrogen fertilizer complex in Canada, with two world-scale ammonia plants, a world-scale granular urea plant and on-site storage facilities for both ammonia and urea.

        Prior to April 30, 2013, CF Industries owned 49% of the voting common shares and 66% of the non-voting preferred shares of CFL and purchased 66% of the production of CFL. Also prior to April 30, 2013, Viterra, Inc. (Viterra) held 34% of the equity ownership of CFL, and had the right to purchase up to the remaining 34% of CFL's production. Both CF Industries and Viterra were entitled to receive distributions of net earnings of CFL based upon their respective purchases from CFL. The remaining 17% of the voting common shares were owned by GROWMARK, Inc. and La Coop fédérée. CFL was a variable interest entity that was consolidated in the Company's financial statements.

        In 2012, in order to be entitled to 100% of CFL's ammonia and granular urea production, the Company entered into agreements to acquire the noncontrolling interests in CFL for C$0.9 billion, which included 34% of CFL's common and preferred shares owned by Viterra, the product purchase agreement between CFL and Viterra and the CFL common shares held by GROWMARK, Inc. and La Coop fédérée. On April 30, 2013, the acquisitions of the noncontrolling interests were completed. CFL became a wholly owned subsidiary of the Company and the outstanding advances from Viterra previously reported in notes payable became intercompany debt and were eliminated in consolidation. Since CFL was previously a consolidated variable interest entity, the acquisition purchase price in excess of the noncontrolling interest balance and the deferred tax asset was recognized as a reduction in paid in capital.

        CF Industries' and Viterra's purchases of nitrogen fertilizer products from CFL were made under product purchase agreements, and the selling prices were determined under the provisions of these agreements. Prior to the fourth quarter of 2012 an initial selling price was paid to CFL based upon CFL's production cost plus an agreed-upon margin once title passed as the product was shipped. At the end of the year, the difference between the market price realized on sales of products purchased from CFL and the price based on production cost plus the agreed-upon margin was paid to CFL. The sales revenue attributable to this difference was accrued by the Company on an interim basis.

        In the fourth quarter of 2012, the CFL Board of Directors approved amendments to the product purchase agreements retroactive to January 1, 2012 that modified the selling prices that CFL charged for products sold to Viterra and CF Industries to eliminate the requirement to pay to CFL the difference between the market price realized and the price based on production cost plus an agreed-upon margin. The effect of the selling price amendments to the product purchase agreements impacts the comparability of the Company's financial results. These changes impact the year-over-year comparability of net sales, gross margin, operating earnings, earnings before income taxes and net earnings attributable to noncontrolling interest for the first four months of 2013, but do not impact the comparability of the Company's net earnings attributable to common stockholders or net cash flows for the same period.

        At June 30, 2013 and December 31, 2012, the net receivable due from Viterra related to the product purchases that was reflected on our consolidated balance sheets was zero and $2.0 million, respectively. The net earnings attributable to Viterra that are reported on the consolidated balance sheets in the line titled distributions payable to noncontrolling interest at June 30, 2013 and December 31, 2012 were zero and $5.3 million, respectively.

Terra Nitrogen Company, L.P. (TNCLP)

        TNCLP is a master limited partnership that owns a nitrogen manufacturing facility in Verdigris, Oklahoma. We own an aggregate 75.3% of TNCLP through general and limited partnership interests. Outside investors own the remaining 24.7% of the limited partnership. For financial reporting purposes, the assets, liabilities and earnings of the partnership are consolidated into our financial statements. The outside investors' limited partnership interests in the partnership have been recorded as part of noncontrolling interest in our consolidated financial statements. The noncontrolling interest represents the noncontrolling unitholders' interest in the equity of TNCLP. An affiliate of CF Industries is required to purchase all of TNCLP's fertilizer products at market prices as defined in the Amendment to the General and Administrative Services and Product Offtake Agreement, dated September 28, 2010.

        TNCLP makes cash distributions to the general and limited partners based upon formulas defined within its Agreement of Limited Partnership. Cash available for distribution is defined in the agreement generally as all cash receipts less all cash disbursements, less certain reserves (including reserves for future operating and capital needs) established as the general partner determines in its reasonable discretion to be necessary or appropriate. Changes in working capital impact available cash, as increases in the amount of cash invested in working capital items (such as accounts receivable or inventory) reduce available cash, while declines in the amount of cash invested in working capital increase available cash. Cash distributions to the limited partners and general partner vary depending on the extent to which the cumulative distributions exceed certain target threshold levels set forth in the Agreement of Limited Partnership.

        In each of the applicable quarters of 2013 and 2012, the minimum quarterly distributions were satisfied, which entitled us, as the general partner, to receive increased distributions on our general partner interests as provided for in the Agreement of Limited Partnership. The earnings attributed to our general partner interest in excess of the threshold levels for the six months ended June 30, 2013 and 2012, were $133.7 million and $116.7 million, respectively.

        At June 30, 2013, Terra Nitrogen GP Inc. (TNGP), the general partner of TNCLP (and an indirect wholly-owned subsidiary of CF Industries), and its affiliates owned 75.3% of TNCLP's outstanding units. When not more than 25% of TNCLP's issued and outstanding units are held by non-affiliates of TNGP, TNCLP, at TNGP's sole discretion, may call, or assign to TNGP or its affiliates, TNCLP's right to acquire all such outstanding units held by non-affiliated persons. If TNGP elects to acquire all outstanding units, TNCLP is required to give at least 30 but not more than 60 days notice of TNCLP's decision to purchase the outstanding units. The purchase price per unit will be the greater of (1) the average of the previous 20 trading days' closing prices as of the date five days before the purchase is announced or (2) the highest price paid by TNGP or any of its affiliates for any unit within the 90 days preceding the date the purchase is announced.

        A reconciliation of the beginning and ending balances of noncontrolling interest and distributions payable to noncontrolling interests on our consolidated balance sheets is provided below.

	Six months ended June 30,
	2013									2012
	CFL			TNCLP			Total			CFL			TNCLP			Total
	(in millions)
Noncontrolling interest:
Beginning balance	$	17.4		$	362.6		$	380.0		$	16.7		$	369.2		$	385.9
Earnings attributable to noncontrolling interest		2.3			40.5			42.8			100.1			35.2			135.3
Declaration of distributions payable		(2.3	)		(38.3	)		(40.6	)		—			(39.3	)		(39.3	)
Acquistions of noncontrolling interests in CFL		(16.8	)		—			(16.8	)		—			—			—
Effect of exchange rate changes		(0.6	)		—			(0.6	)		(1.1	)		—			(1.1	)
Ending balance	$	—		$	364.8		$	364.8		$	115.7		$	365.1		$	480.8
Distributions payable to noncontrolling interest:
Beginning balance	$	5.3		$	—		$	5.3		$	149.7		$	—		$	149.7
Declaration of distributions payable		2.3			38.3			40.6			—			39.3			39.3
Distributions to noncontrolling interest		(7.5	)		(38.3	)		(45.8	)		(154.0	)		(39.3	)		(193.3	)
Effect of exchange rate changes		(0.1	)		—			(0.1	)		4.3			—			4.3
Ending balance	$	—		$	—		$	—		$	—		$	—		$	—

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CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) (USD $)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
CONSOLIDATED STATEMENTS OF EQUITY
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Cash dividends (in dollars per share)	$ 0.80	$ 0.80

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended			6 Months Ended
	Mar. 31, 2013	Jun. 30, 2013	Mar. 31, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Jan. 31, 2013	Dec. 31, 2012
Differences in the expected income tax provision based on statutory rates applied to earnings before income taxes and the income tax provision reflected in the consolidated statements of operations
Income tax provision		$ 282.9		$ 309.2	$ 390.3	$ 516.0
Pre-tax income		802.7		960.3	1,338.8	1,601.1
Differences in the expected income tax provision based on statutory rates applied to earnings before income taxes and the income tax provision reflected in the consolidated statements of operations (as a percent)
Effective income tax rate (as a percent)		35.20%		32.20%
Income tax benefit included in income tax provision fully reserved by valuation allowance								94.3
Percentage of retention of any settlement realized with the United States Internal Revenue Service (IRS) at the IRS Appeals level							26.90%
Period of entitlement of tax deduction equal to portion of NOL commencing with 2012 year	5 years
Percentage of federal and state tax savings payable to pre-IPO owners	73.10%		73.10%
Tax savings payable to pre-IPO owners	55.2		55.2
Current portion of the tax savings payable to the pre-IPO owners		13.5			13.5
Non current portion of the tax savings payable to the pre-IPO owners		41.7			41.7
Decrease in unrecognized tax benefits			86.8
Portion of unrecognized tax benefits, if recognized, would affect the effective tax rate		$ 69.4			$ 69.4

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Fair Value Measurements (Details) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Investment
Cash	$ 79.2	$ 106.0
Cash and cash equivalents, adjusted cost	1,934.1	2,274.9
Cash and cash equivalents, fair value	1,934.1	2,274.9
Restricted Cash, adjusted cost	74.2
Restricted Cash, fair Value	74.2
U.S. and Canadian government obligation
Investment
Cash and cash equivalents, adjusted cost	1,336.6	1,996.9
Cash and cash equivalents, fair value	1,336.6	1,996.9
Other debt securities
Investment
Cash and cash equivalents, adjusted cost	518.3	172.0
Cash and cash equivalents, fair value	518.3	172.0
Auction rate securities
Investment
Available-for-sale securities, adjusted cost		27.3
Available-for-sale securities, unrealized gains		(1.3)
Available-for-sale securities, fair value		26.0
Asset retirement obligation funds
Investment
Available-for-sale securities, adjusted cost	200.8	200.8
Available-for-sale securities, fair value	200.8	200.8
Nonqualified employee benefit trusts
Investment
Available-for-sale securities, adjusted cost		21.2
Available-for-sale securities, unrealized gains		0.8
Available-for-sale securities, fair value		$ 22.0

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Asset Retirement Obligations (Tables)

6 Months Ended

Jun. 30, 2013

Asset Retirement Obligations

Schedule of changes in the entity's AROs

	(in millions)
Obligation at December 31, 2012	$	145.0
Accretion expense		5.2
Liabilities incurred		0.7
Expenditures		(3.0	)
Obligation at June 30, 2013	$	147.9

Schedule of AROs reported in accrued expenses and other noncurrent liabilities on the entity's consolidated balance sheet

	June 30, 2013		December 31, 2012
	(in millions)
Current portion	$	9.6	$	12.3
Noncurrent portion		138.3		132.7
	$	147.9	$	145.0

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Condensed Consolidating Financial Statements (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013 item	Jun. 30, 2012
Condensed Consolidating Financial Statements
Number of subsidiaries of the parent that provide guarantee			0
Condensed consolidating financial statements
Net sales	$ 1,714.9	$ 1,735.6	$ 3,051.4	$ 3,263.2
Cost of sales	849.7	692.3	1,511.1	1,508.1
Gross margin	865.2	1,043.3	1,540.3	1,755.1
Selling, general and administrative expenses	44.5	41.3	88.8	75.1
Other operating - net	(3.5)	10.8	11.1	33.1
Total other operating costs and expenses	41.0	52.1	99.9	108.2
Equity in earnings of operating affiliates	9.5	13.8	21.1	29.3
Operating earnings	833.7	1,005.0	1,461.5	1,676.2
Interest expense	32.3	45.3	71.4	76.2
Interest income	(1.0)		(3.1)	(0.4)
Other non-operating - net	(0.3)	(0.6)	54.4	(0.7)
Earnings before income taxes and equity in (losses) earnings of non-operating affiliates	802.7	960.3	1,338.8	1,601.1
Income tax provision (benefit)	282.9	309.2	390.3	516.0
Equity in earnings of non-operating affiliates-net of taxes	(1.7)	27.2	(1.0)	24.9
Net earnings	518.1	678.3	947.5	1,110.0
Less: Net earnings attributable to noncontrolling interest	19.9	72.0	42.8	135.3
Net earnings attributable to common stockholders	498.2	606.3	904.7	974.7
Parent | Condensed Consolidating Financial Information Relating to Senior Notes
Condensed consolidating financial statements
Selling, general and administrative expenses	0.7	1.0	1.7	1.5
Total other operating costs and expenses	0.7	1.0	1.7	1.5
Operating earnings	(0.7)	(1.0)	(1.7)	(1.5)
Net (earnings) of wholly-owned subsidiaries	(498.6)	(607.0)	(905.8)	(975.8)
Earnings before income taxes and equity in (losses) earnings of non-operating affiliates	497.9	606.0	904.1	974.3
Income tax provision (benefit)	(0.3)	(0.3)	(0.6)	(0.4)
Net earnings	498.2	606.3	904.7	974.7
Net earnings attributable to common stockholders	498.2	606.3	904.7	974.7
CFI | Condensed Consolidating Financial Information Relating to Senior Notes
Condensed consolidating financial statements
Net sales	269.8	1,055.7	604.7	1,971.6
Cost of sales	200.5	436.2	422.5	956.9
Gross margin	69.3	619.5	182.2	1,014.7
Selling, general and administrative expenses	3.2	34.9	4.8	61.7
Other operating - net	3.2	8.6	9.3	15.8
Total other operating costs and expenses	6.4	43.5	14.1	77.5
Equity in earnings of operating affiliates		(3.3)		1.1
Operating earnings	62.9	572.7	168.1	938.3
Interest expense	36.1	42.8	65.5	71.0
Interest income	(0.2)	(0.2)	(0.6)	(0.4)
Net (earnings) of wholly-owned subsidiaries	(481.3)	(261.5)	(839.6)	(413.0)
Other non-operating - net				0.2
Earnings before income taxes and equity in (losses) earnings of non-operating affiliates	508.3	791.6	942.8	1,280.5
Income tax provision (benefit)	9.6	184.5	36.9	304.6
Equity in earnings of non-operating affiliates-net of taxes	(0.1)	(0.1)	(0.1)	(0.1)
Net earnings	498.6	607.0	905.8	975.8
Net earnings attributable to common stockholders	498.6	607.0	905.8	975.8
Other Subsidiaries | Condensed Consolidating Financial Information Relating to Senior Notes
Condensed consolidating financial statements
Net sales	1,752.2	825.6	3,167.0	1,556.0
Cost of sales	955.1	293.6	1,804.9	620.7
Gross margin	797.1	532.0	1,362.1	935.3
Selling, general and administrative expenses	40.6	5.4	82.3	11.9
Other operating - net	(6.7)	2.2	1.8	17.3
Total other operating costs and expenses	33.9	7.6	84.1	29.2
Equity in earnings of operating affiliates	9.5	17.1	21.1	28.2
Operating earnings	772.7	541.5	1,299.1	934.3
Interest expense	(3.5)	2.8	6.8	5.6
Interest income	(1.1)	(0.1)	(3.4)	(0.4)
Other non-operating - net	(0.3)	(0.6)	54.4	(0.9)
Earnings before income taxes and equity in (losses) earnings of non-operating affiliates	777.6	539.4	1,241.3	930.0
Income tax provision (benefit)	273.6	125.0	354.0	211.8
Equity in earnings of non-operating affiliates-net of taxes	(1.6)	27.3	(0.9)	25.0
Net earnings	502.4	441.7	886.4	743.2
Less: Net earnings attributable to noncontrolling interest	21.1	180.2	46.8	330.2
Net earnings attributable to common stockholders	481.3	261.5	839.6	413.0
Eliminations | Condensed Consolidating Financial Information Relating to Senior Notes
Condensed consolidating financial statements
Net sales	(307.1)	(145.7)	(720.3)	(264.4)
Cost of sales	(305.9)	(37.5)	(716.3)	(69.5)
Gross margin	(1.2)	(108.2)	(4.0)	(194.9)
Operating earnings	(1.2)	(108.2)	(4.0)	(194.9)
Interest expense	(0.3)	(0.3)	(0.9)	(0.4)
Interest income	0.3	0.3	0.9	0.4
Net (earnings) of wholly-owned subsidiaries	979.9	868.5	1,745.4	1,388.8
Earnings before income taxes and equity in (losses) earnings of non-operating affiliates	(981.1)	(976.7)	(1,749.4)	(1,583.7)
Net earnings	(981.1)	(976.7)	(1,749.4)	(1,583.7)
Less: Net earnings attributable to noncontrolling interest	(1.2)	(108.2)	(4.0)	(194.9)
Net earnings attributable to common stockholders	$ (979.9)	$ (868.5)	$ (1,745.4)	$ (1,388.8)

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Derivative Financial Instruments (Details) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2013 MMBTU	Jun. 30, 2012	Jun. 30, 2013 MMBTU	Jun. 30, 2012	Dec. 31, 2012 MMBTU
Fair values of derivatives on consolidated balance sheets
Maximum period covering risk of changes in supply of gas prices			18 months
Open derivative contracts for natural gas (in MMBtus)	36,700,000		36,700,000		58,900,000
Percentage of natural gas consumption covered by derivatives			89.00%
Exposure to credit loss from nonperformance by counterparties to derivative instruments			$ 2,100,000		$ 12,700,000
Aggregate fair value of the derivative instruments with credit risk related contingent features in a net liability position	2,200,000		2,200,000		900,000
Authorized expenditure for construction of new ammonia and urea/UAN production units					3,800,000,000
Unrealized gains (losses)
Derivatives not designated as hedges	(12,400,000)	77,600,000	(3,500,000)	21,700,000
Cash flow hedge ineffectiveness	(2,000,000)		(2,100,000)
Total unrealized (losses) gains	(14,400,000)	77,600,000	(5,600,000)	21,700,000
Realized gains (losses)	17,000,000	(54,200,000)	9,300,000	(102,400,000)
Net derivative (losses) gains	2,600,000	23,400,000	3,700,000	(80,700,000)
Cash collateral on deposit with derivative counterparties	0		0		0
Foreign exchange contracts
Fair values of derivatives on consolidated balance sheets
Notional amount of derivative	765,000,000		765,000,000
Derivatives not designated as cash flow hedges
Fair values of derivatives on consolidated balance sheets
Gain (loss) recognized in income	(12,400,000)	77,600,000	(3,500,000)	21,700,000
Derivatives not designated as cash flow hedges | Foreign exchange contracts
Fair values of derivatives on consolidated balance sheets
Notional amount of derivative	537,300,000		537,300,000
Gain (loss) recognized in income	5,600,000		(7,900,000)
Derivatives not designated as cash flow hedges | Natural gas derivatives
Fair values of derivatives on consolidated balance sheets
Gain (loss) recognized in income	(18,000,000)	77,600,000	4,400,000	21,700,000
Derivatives designated as cash flow hedges | Foreign exchange contracts
Fair values of derivatives on consolidated balance sheets
Notional amount of derivative	227,700,000		227,700,000
Percentage of designated as cash flow hedging instruments for accounting purposes	29.00%		29.00%
Net gain (loss) expected to be reclassified into earnings from AOCI			0
Gain (loss) recognized in OCI	5,700,000		(6,500,000)
Gain (loss) reclassified from AOCI into income			0		0
Gain (loss) recognized in income	$ (2,000,000)		$ (2,100,000)

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Equity Method Investments

6 Months Ended

Jun. 30, 2013

Equity Method Investments

Equity Method Investments

11.   Equity Method Investments

        Equity method investments consist of the following:

	June 30, 2013		December 31, 2012
	(in millions)
Operating equity method investments	$	390.6	$	394.2
Non-operating equity method investments		508.0		541.4
Investments in and advances to affiliates	$	898.6	$	935.6

Operating Equity Method Investments

        Our equity method investments included in operating earnings consist of: (1) a 50% ownership interest in Point Lisas Nitrogen Limited (PLNL), which operates an ammonia production facility in the Republic of Trinidad and Tobago; and (2) a 50% interest in an ammonia storage joint venture located in Houston, Texas. We include our share of the net earnings from these investments as an element of earnings from operations because these operations provide additional production and storage capacity to our operations and are integrated with our other supply chain and sales activities in the nitrogen segment.

        The combined results of operations and financial position for our operating equity method investments are summarized below:

	Three months ended June 30				Six months ended June 30
	2013		2012		2013		2012
	(in millions)
Condensed statement of operations information:
Net sales	$	75.2	$	103.7	$	171.6	$	181.2
Net earnings	$	23.7	$	38.0	$	55.9	$	62.5
Equity in earnings of operating affiliates	$	9.5	$	13.8	$	21.1	$	29.3

	June 30, 2013		December 31, 2012
	(in millions)
Condensed balance sheet information:
Current assets	$	97.4	$	93.9
Long-term assets		156.0		164.8
Total assets	$	253.4	$	258.7
Current liabilities	$	44.6	$	45.9
Long-term liabilities		26.1		26.0
Equity		182.7		186.8
Total liabilities and equity	$	253.4	$	258.7

        The total carrying value of these investments at June 30, 2013 was $390.6 million, which was $299.2 million more than our share of the affiliates' book value. The excess is primarily attributable to the purchase accounting impact of our acquisition of the investment in PLNL and reflects primarily the revaluation of property, plant and equipment, the value of an exclusive natural gas contract and goodwill. The increased basis for property, plant and equipment and the gas contract are being depreciated over a remaining period of approximately 20 years and 10 years, respectively. Our equity in earnings of operating affiliates is different from our ownership interest in income reported by the unconsolidated affiliates due to amortization of basis differences.

        We have transactions in the normal course of business with PLNL reflecting our obligation to purchase 50% of the ammonia produced by PLNL at current market prices. Our ammonia purchases from PLNL totaled approximately $41.8 million and $80.2 million for the three and six months ended June 30, 2013, respectively, and $47.7 million and $86.2 million for the three and six months ended June 30, 2012, respectively.

Non-Operating Equity Method Investments

        Our non-operating equity method investments consist of: (1) a 50% ownership of KEYTRADE AG (Keytrade), a fertilizer trading company headquartered near Zurich, Switzerland; and (2) a 50% ownership in GrowHow UK Limited (GrowHow), which operates nitrogen production facilities in the United Kingdom. We account for these investments as non-operating equity method investments, and do not include the net earnings of these investments in earnings from operations since these operations do not provide additional capacity to us, nor are these operations integrated within our supply chain.

        The combined results of operations and financial position of our non-operating equity method investments are summarized below:

	Three months ended June 30					Six months ended June 30
	2013			2012		2013			2012
	(in millions)
Condensed statement of operations information:
Net sales	$	712.5		$	858.6	$	1,306.6		$	1,497.0
Net earnings	$	3.3		$	60.7	$	10.3		$	62.7
Equity in (losses) earnings of non-operating affiliates—net of taxes	$	(1.7	)	$	27.2	$	(1.0	)	$	24.9

	June 30, 2013		December 31, 2012
	(in millions)
Condensed balance sheet information:
Current assets	$	572.3	$	595.0
Long-term assets		299.2		293.4
Total assets	$	871.5	$	888.4
Current liabilities	$	390.0	$	385.6
Long-term liabilities		137.8		147.3
Equity		343.7		355.5
Total liabilities and equity	$	871.5	$	888.4

        In conjunction with our investment in Keytrade, we provided financing to Keytrade in the form of subordinated notes that mature on September 30, 2017 and bear interest at LIBOR plus 1.00 percent. At June 30, 2013 and December 31, 2012, the amount of the outstanding advances to Keytrade on our consolidated balance sheets was $12.4 million. For each of the six month periods ended June 30, 2013 and 2012, we recognized interest income on advances to Keytrade of $0.1 million. The carrying value of our advances to Keytrade approximates fair value.

        Excluding the advances to Keytrade, the carrying value of our non-operating equity method investments at June 30, 2013 was $495.6 million, which was $323.8 million more than our share of the affiliates' book value. The excess is primarily attributable to the impact of our acquisition of Terra and reflects primarily the revaluation of property, plant and equipment, identifiable intangibles and goodwill. The increased basis for property, plant and equipment and identifiable intangibles are being depreciated over remaining periods up to 12 years. Our equity in earnings of non-operating affiliates-net of taxes is different than our ownership interest in their net earnings due to the amortization of basis differences.

        At June 30, 2013, the amount of our consolidated retained earnings that represents our undistributed earnings of non-operating equity method investments is $14.9 million.

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Asset Retirement Obligations

6 Months Ended

Jun. 30, 2013

Asset Retirement Obligations

Asset Retirement Obligations

7.     Asset Retirement Obligations

        Asset retirement obligations (AROs) are legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development or normal operation of such assets. Our AROs are primarily associated with phosphogypsum stack systems and mine reclamation in Florida.

        The changes in our AROs from December 31, 2012 to June 30, 2013 are summarized below:

	(in millions)
Obligation at December 31, 2012	$	145.0
Accretion expense		5.2
Liabilities incurred		0.7
Expenditures		(3.0	)
Obligation at June 30, 2013	$	147.9

        Our phosphate operations in Florida are subject to regulations governing the construction, operation, closure and long-term maintenance of phosphogypsum stack systems and regulations concerning site reclamation for phosphate rock mines. Our liability for phosphogypsum stack system costs includes the cost of stack closure at Plant City and the costs of cooling pond closure, post-closure monitoring, and ongoing water treatment at both Bartow and Plant City. The actual amounts to be spent will depend on factors such as the timing of activities, refinements in scope, technological developments, cost inflation and changes in regulations. It is possible that these factors could change at any time and impact the estimates. Closure expenditures for the Bartow cooling pond are estimated to occur through 2016. Closure expenditures for the Plant City stack expansion are estimated to occur in the 2033 to 2037 time frame and closure of the Plant City cooling pond is assumed to occur in the year 2087. Additional AROs may be incurred in the future.

        AROs are reported in accrued expenses and other noncurrent liabilities on our consolidated balance sheets, as follows:

	June 30, 2013		December 31, 2012
	(in millions)
Current portion	$	9.6	$	12.3
Noncurrent portion		138.3		132.7
	$	147.9	$	145.0

        In addition to various operational and environmental regulations related to our phosphate segment, we are also subject to financial assurance obligations related to the closure and maintenance of our phosphogypsum stack systems at both our Plant City, Florida phosphate fertilizer complex and our closed Bartow, Florida phosphate fertilizer complex. These financial assurance obligations result from two requirements. The first is a 2010 consent decree with the EPA and the FDEP with respect to our compliance with the Resource Conservation and Recovery Act (RCRA) at our Plant City complex (the Plant City Consent Decree). The second is State of Florida financial assurance regulations (Florida Financial Assurance) that apply to both our Plant City and Bartow complexes. Both of these regulations allow the use of a funding mechanism as a means of complying with the financial assurance requirements associated with the closure, long-term maintenance, and monitoring costs for the phosphogypsum stacks, as well as costs incurred to manage the water contained in the stack system upon closure. We maintain a trust account for the benefit of the EPA and FDEP and an escrow account for the benefit of the FDEP to meet these financial assurance requirements. On our consolidated balance sheet, these are collectively referred to as "Asset retirement obligation funds" (ARO funds). The trust for the Plant City Consent Decree is fully funded, and we expect to fund the remaining approximately $4.0 million in the State of Florida Financial Assurance escrow account near the end of 2015. Both financial assurance funding obligations require estimates of future expenditures that could be impacted by refinements in scope, technological developments, cost inflation, changes in regulations, discount rates and the timing of activities. Additional funding would be required in the future if increases in cost estimates exceed investment earnings in the trust or escrow accounts. At both June 30, 2013 and December 31, 2012, the balance in the ARO funds was $200.8 million.

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Condensed Consolidating Financial Statements (Details 3) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 1,934.1	$ 2,274.9	$ 1,383.0	$ 1,207.0
Restricted cash	74.2
Accounts and notes receivable - net	294.3	217.4
Inventories - net	321.0	277.9
Prepaid income taxes	24.5
Deferred income taxes	44.9	9.5
Other	26.5	27.9
Total current assets	2,719.5	2,807.6
Property, plant and equipment - net	4,086.5	3,900.5
Asset retirement obligation funds	200.8	200.8
Investments in and advances to affiliates	898.6	935.6
Goodwill	2,064.5	2,064.5
Other assets	281.7	257.9
Total assets	10,251.6	10,166.9
Current liabilities:
Accounts payable and notes payable and accrued expenses	489.9	366.5
Income taxes payable	15.9	187.1
Customer advances	67.7	380.7
Notes payable		5.0
Distributions payable to noncontrolling interest		5.3		149.7
Other	3.6	5.6
Total current liabilities	577.1	950.2
Long-term debt	3,098.0	1,600.0
Deferred income taxes	783.2	938.8
Other noncurrent liabilities	449.9	395.7
Stockholders' equity:
Preferred stock
Common stock	0.6	0.6
Paid-in capital	1,653.5	2,492.4
Retained earnings	3,673.1	3,461.1
Treasury stock	(233.3)	(2.3)
Accumulated other comprehensive income (loss)	(115.3)	(49.6)	(75.2)	(99.3)
Total stockholders' equity	4,978.6	5,902.2
Noncontrolling interest	364.8	380.0	480.8	385.9
Total equity	5,343.4	6,282.2	5,500.2	4,932.9
Total liabilities and equity	10,251.6	10,166.9
Parent | Condensed Consolidating Financial Information Relating to Senior Notes
Current assets:
Cash and cash equivalents	0.1
Accounts and notes receivable - net	18.3
Prepaid income taxes	0.6
Total current assets	19.0
Investments in and advances to affiliates	4,640.4	5,331.5
Due from affiliates	570.7	570.7
Total assets	5,230.1	5,902.2
Current liabilities:
Accounts payable and notes payable and accrued expenses	251.5
Total current liabilities	251.5
Stockholders' equity:
Common stock	0.6	0.6
Paid-in capital	1,653.5	2,492.3
Retained earnings	3,673.1	3,461.2
Treasury stock	(233.3)	(2.3)
Accumulated other comprehensive income (loss)	(115.3)	(49.6)
Total stockholders' equity	4,978.6	5,902.2
Total equity	4,978.6	5,902.2
Total liabilities and equity	5,230.1	5,902.2
CFI | Condensed Consolidating Financial Information Relating to Senior Notes
Current assets:
Cash and cash equivalents	25.0	440.8	293.8	98.7
Accounts and notes receivable - net	284.7	145.1
Income taxes receivable		642.1
Inventories - net	68.5	193.1
Deferred income taxes	123.1	9.5
Other	1.4	15.4
Total current assets	502.7	1,446.0
Property, plant and equipment - net	448.9	1,008.1
Deferred income taxes		50.7
Asset retirement obligation funds	200.8	200.8
Investments in and advances to affiliates	7,576.5	6,291.4
Goodwill	0.9	0.9
Other assets	78.5	136.5
Total assets	8,808.3	9,134.4
Current liabilities:
Accounts payable and notes payable and accrued expenses	317.6	222.6
Income taxes payable	41.8
Customer advances		247.9
Notes payable		900.0
Other		4.5
Total current liabilities	359.4	1,375.0
Long-term debt	3,098.0	1,600.0
Due to affiliates	572.4	572.5
Other noncurrent liabilities	138.3	255.4
Stockholders' equity:
Paid-in capital	(12.7)	739.8
Retained earnings	4,768.2	4,641.3
Accumulated other comprehensive income (loss)	(115.3)	(49.6)
Total stockholders' equity	4,640.2	5,331.5
Total equity	4,640.2	5,331.5
Total liabilities and equity	8,808.3	9,134.4
Other Subsidiaries | Condensed Consolidating Financial Information Relating to Senior Notes
Current assets:
Cash and cash equivalents	1,909.0	1,834.1	1,089.2	1,108.3
Restricted cash	74.2
Accounts and notes receivable - net	749.7	1,007.9
Inventories - net	252.5	84.8
Prepaid income taxes	25.3
Deferred income taxes	44.9
Other	49.6	12.5
Total current assets	3,105.2	2,939.3
Property, plant and equipment - net	3,637.6	2,892.4
Investments in and advances to affiliates	898.4	935.2
Due from affiliates	1.7	1.8
Goodwill	2,063.6	2,063.6
Other assets	203.2	121.4
Total assets	9,909.7	8,953.7
Current liabilities:
Accounts payable and notes payable and accrued expenses	679.3	159.3
Income taxes payable		829.2
Customer advances	67.7	132.8
Notes payable		14.6
Distributions payable to noncontrolling interest		15.7
Other	3.6	1.1
Total current liabilities	750.6	1,152.7
Deferred income taxes	906.3	989.5
Other noncurrent liabilities	311.6	140.3
Stockholders' equity:
Preferred stock	16.4	65.3
Common stock	1.1	154.3
Paid-in capital	7,823.0	4,493.6
Retained earnings	(148.8)	1,598.3
Accumulated other comprehensive income (loss)	(115.3)	(2.9)
Total stockholders' equity	7,576.4	6,308.6
Noncontrolling interest	364.8	362.6
Total equity	7,941.2	6,671.2
Total liabilities and equity	9,909.7	8,953.7
Eliminations | Condensed Consolidating Financial Information Relating to Senior Notes
Current assets:
Accounts and notes receivable - net	(758.4)	(935.6)
Income taxes receivable		(642.1)
Prepaid income taxes	(1.4)
Deferred income taxes	(123.1)
Other	(24.5)
Total current assets	(907.4)	(1,577.7)
Deferred income taxes		(50.7)
Investments in and advances to affiliates	(12,216.7)	(11,622.5)
Due from affiliates	(572.4)	(572.5)
Total assets	(13,696.5)	(13,823.4)
Current liabilities:
Accounts payable and notes payable and accrued expenses	(758.5)	(15.4)
Income taxes payable	(25.9)	(642.1)
Notes payable		(909.6)
Distributions payable to noncontrolling interest		(10.4)
Total current liabilities	(784.4)	(1,577.5)
Deferred income taxes	(123.1)	(50.7)
Due to affiliates	(572.4)	(572.5)
Stockholders' equity:
Preferred stock	(16.4)	(65.3)
Common stock	(1.1)	(154.3)
Paid-in capital	(7,810.3)	(5,233.3)
Retained earnings	(4,619.4)	(6,239.7)
Accumulated other comprehensive income (loss)	230.6	52.5
Total stockholders' equity	(12,216.6)	(11,640.1)
Noncontrolling interest		17.4
Total equity	(12,216.6)	(11,622.7)
Total liabilities and equity	$ (13,696.5)	$ (13,823.4)

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Financing Agreements

6 Months Ended

Jun. 30, 2013

Financing Agreements

Financing Agreements

14.   Financing Agreements

        Long-term debt consisted of the following:

	June 30, 2013		December 31, 2012
	(in millions)
Unsecured senior notes:
6.875% due 2018	$	800.0	$	800.0
7.125% due 2020		800.0		800.0
3.450% due 2023		749.3		—
4.950% due 2043		748.7		—
	$	3,098.0	$	1,600.0
Less: Current portion		—		—
Net long-term debt	$	3,098.0	$	1,600.0

Credit Agreement

        In the second quarter of 2012, CF Holdings, as a guarantor, and CF Industries, as borrower, entered into a $500 million senior unsecured credit agreement, dated May 1, 2012 (the Credit Agreement), which provided for a revolving credit facility of up to $500 million with a maturity of five years. On April 22, 2013, the Credit Agreement was amended and restated to increase the credit facility from $500 million to $1.0 billion and extend its maturity an additional year to May 1, 2018.

        Borrowings under the Credit Agreement bear interest at a variable rate based on an applicable margin over LIBOR or a base rate and may be used for working capital, capital expenditures, acquisitions, share repurchases and other general purposes. The Credit Agreement requires that the Company maintain a minimum interest coverage ratio and not exceed a maximum total leverage ratio, and includes other customary terms and conditions, including customary events of default and covenants.

        All obligations under the Credit Agreement are unsecured. Currently CF Holdings is the only guarantor of CF Industries' obligations under the Credit Agreement. Certain of CF Industries' material domestic subsidiaries would be required to become guarantors under the Credit Agreement if such subsidiary were to guarantee other debt of the Company or CF Industries in excess of $350 million. Currently, no such subsidiary guarantees any debt.

        At June 30, 2013, there was $995.1 million of available credit under the Credit Agreement (net of outstanding letters of credit), and there were no borrowings outstanding.

Senior Notes due 2018 and 2020

        On April 23, 2010, CF Industries issued $800 million aggregate principal amount of 6.875% senior notes due May 1, 2018 and $800 million aggregate principal amount of 7.125% senior notes due May 1, 2020 (the 2018/2020 Notes). Interest is paid semiannually on May 1 and November 1 and the 2018/2020 Notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices.

        The indentures governing the 2018/2020 Notes contain customary events of default and covenants that limit, among other things, the ability of the Company and its subsidiaries, including CF Industries, to incur liens on certain properties to secure debt. In the event of specified changes of control involving the Company or CF Industries, they also require CF Industries to offer to repurchase the 2018/2020 Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest.

        Under the supplemental indentures governing the 2018/2020 Notes, the 2018/2020 Notes are guaranteed by CF Holdings. In addition, in the event that a subsidiary of the Company, 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 2018/2020 Notes.

        At June 30, 2013, the carrying value of the 2018/2020 Notes was $1.6 billion and the fair value was approximately $1.9 billion.

Senior Notes due 2023 and 2043

        On May 23, 2013, CF Industries issued $750 million aggregate principal amount of 3.450% senior notes due June 1, 2023 and $750 million aggregate principal amount of 4.950% senior notes due June 1, 2043 (the 2023/2043 Notes). Interest is paid semiannually on June 1 and December 1 and the 2023/2043 Notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices. We received net proceeds from the issuance and sale of the 2023/2043 Notes, after deducting underwriting discounts and offering expenses, of approximately $1.48 billion. We intend to use the net proceeds from the offering to fund our capacity expansion projects and working capital and for other general corporate purposes, including share repurchases.

        The indentures governing the 2023/2043 Notes contain customary events of default and covenants that limit, among other things, the ability of the Company and its subsidiaries, including CF Industries, to incur liens on certain properties to secure debt. In the event of specified changes of control involving CF Holdings or CF Industries, they also require CF Industries to offer to repurchase the 2023/2043 Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest.

        Under the supplemental indentures governing the 2023/2043 Notes, the 2023/2043 Notes are guaranteed by CF Holdings. In addition, in the event that a subsidiary of the Company, 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 2023/2043 Notes, provided that such requirement will no longer apply following the repayment of both issues of the 2018/2020 Notes or the subsidiaries of the Company, other than CF Industries, otherwise become no longer subject to such a requirement to guarantee the 2018/2020 Notes.

        At June 30, 2013, the carrying value of the 2023/2043 Notes was $1.5 billion and the fair value was approximately $1.4 billion.

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Plant Turnaround Costs

6 Months Ended

Jun. 30, 2013

Plant Turnaround Costs

Plant Turnaround Costs

12.   Plant Turnaround Costs

        Scheduled inspections, replacements and overhauls of plant machinery and equipment at our continuous process manufacturing facilities are referred to as plant turnarounds. The expenditures related to turnarounds are capitalized into property, plant and equipment when incurred. The following is a summary of plant turnaround activity:

	Six months ended June 30,
	2013			2012
	(in millions)
Net capitalized turnaround costs:
Beginning balance	$	82.1		$	54.8
Additions		35.8			21.1
Depreciation		(18.2	)		(15.1	)
Effect of exchange rate changes		(0.2	)		0.1
Ending balance	$	99.5		$	60.9

        Scheduled replacements and overhauls of plant machinery and equipment include the dismantling, repair or replacement and installation of various components including piping, valves, motors, turbines, pumps, compressors, heat exchangers and the replacement of catalysts when a full plant shutdown occurs. Scheduled inspections are also conducted during full plant shutdowns, including required safety inspections which entail the disassembly of various components such as steam boilers, pressure vessels and other equipment requiring safety certifications. Internal employee costs and overhead are not considered turnaround costs and are not capitalized.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2013	Jul. 31, 2013
Document and Entity Information
Entity Registrant Name	CF Industries Holdings, Inc.
Entity Central Index Key	0001324404
Document Type	10-Q
Document Period End Date	Jun. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		57,282,623
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2

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Goodwill and Other Intangible Assets

6 Months Ended

Jun. 30, 2013

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

13.   Goodwill and Other Intangible Assets

        The following table shows the carrying amount of goodwill by business segment at June 30, 2013 and December 31, 2012:

	Nitrogen		Phosphate		Total
	(in millions)
Balance by segment	$	2,063.6	$	0.9	$	2,064.5

        The identifiable intangibles and carrying values are shown below. The Company's intangible assets are presented in noncurrent other assets on our consolidated balance sheets.

	At June 30, 2013							At December 31, 2012
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
						(in millions)
Intangible assets:
Customer Relationships	$	50.0	$	(9.0	)	$	41.0	$	50.0	$	(7.6	)	$	42.4
TerraCair Brand		10.0		(3.3	)		6.7		10.0		(2.8	)		7.2
Total intangible assets	$	60.0	$	(12.3	)	$	47.7	$	60.0	$	(10.4	)	$	49.6

        Amortization expense of our identifiable intangibles was $1.0 million for both the three months ended June 30, 2013 and 2012, respectively, and was $1.9 million for both the six months ended June 30, 2013 and 2012, respectively.

        Total estimated amortization expense for the remainder of 2013 and the five succeeding fiscal years is as follows:

	Estimated Amortization Expense
	(in millions)
Remainder of 2013	$	1.9
2014		3.8
2015		3.8
2016		3.8
2017		3.8
2018		3.8
	$	20.9

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Derivative Financial Instruments (Details 3) (USD $) In Millions, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Amounts relevant to offsetting of derivative assets and liabilities
Gross and Net amount presented in consolidated balance sheet, Total derivative assets	$ 3.5	$ 17.3
Gross and Net amount presented in consolidated balance sheet, Total derivative liabilities	5.0	5.6
Gross and Net amount presented in consolidated balance sheet, Net assets	(1.5)	11.7
Gross amounts not offset in consolidated balance sheet
Financial instruments, Total derivative assets	1.4	4.6
Financial instruments, Total derivative liabilities	1.4	4.6
Net Amount, Total derivative assets	2.1	12.7
Net Amount, Total derivative liabilities	3.6	1.0
Net Amount, Net assets (liabilities)	(1.5)	11.7
Exposure to credit loss from nonperformance by counterparties to derivative instruments	2.1	12.7
Other current assets
Amounts relevant to offsetting of derivative assets and liabilities
Gross and Net amount presented in consolidated balance sheet, Total derivative assets	3.5	10.1
Other noncurrent assets
Amounts relevant to offsetting of derivative assets and liabilities
Gross and Net amount presented in consolidated balance sheet, Total derivative assets		7.2
Other current liabilities
Amounts relevant to offsetting of derivative assets and liabilities
Gross and Net amount presented in consolidated balance sheet, Total derivative liabilities	2.6	5.5
Other noncurrent liabilities
Amounts relevant to offsetting of derivative assets and liabilities
Gross and Net amount presented in consolidated balance sheet, Total derivative liabilities	$ 2.4	$ 0.1

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Derivative Financial Instruments (Details 2) (USD $) In Millions, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Fair values of derivatives on consolidated balance sheets
Other current assets	$ 3.5	$ 10.1
Other noncurrent assets		7.2
Asset Derivative	3.5	17.3
Other current liabilities	2.6	5.5
Other noncurrent liabilities	2.4	0.1
Liability derivative	5.0	5.6
Derivatives not designated as cash flow hedges
Fair values of derivatives on consolidated balance sheets
Asset Derivative	1.6	8.3
Liability derivative	4.1	5.6
Foreign exchange contracts | Derivatives designated as cash flow hedges
Fair values of derivatives on consolidated balance sheets
Other current assets	1.9	4.2
Other noncurrent assets		4.8
Asset Derivative	1.9	9.0
Other current liabilities	0.2
Other noncurrent liabilities	0.7
Liability derivative	0.9
Foreign exchange contracts | Derivatives not designated as cash flow hedges
Fair values of derivatives on consolidated balance sheets
Other current assets	1.4	3.9
Other noncurrent assets		2.4
Other current liabilities	2.3
Other noncurrent liabilities	1.7
Natural gas derivatives | Derivatives not designated as cash flow hedges
Fair values of derivatives on consolidated balance sheets
Other current assets	0.2	2.0
Other current liabilities	0.1	5.5
Other noncurrent liabilities		$ 0.1