| Condensed Consolidating Financial Statements |
Condensed Consolidating Financial Statements The following condensed consolidating financial information is presented in accordance with SEC Regulation S-X Rule 3-10, Financial statements of guarantors and issuers of guaranteed securities registered or being registered, and relates to (i) the senior notes due 2020, 2023, 2034, 2043 and 2044 (described in Note 12—Financing Agreements and referred to in this report as the Public Senior Notes) issued by CF Industries, Inc. (CF Industries), a 100% owned subsidiary of CF Industries Holdings, Inc. (Parent), and guarantees of the Public Senior Notes by Parent and by CFE, CFS and CF USA (the Subsidiary Guarantors), which are 100% owned subsidiaries of Parent, and (ii) debt securities of CF Industries (Other Debt Securities), and guarantees thereof by Parent and the Subsidiary Guarantors, that may be offered and sold from time to time under registration statements that may be filed by Parent, CF Industries and the Subsidiary Guarantors with the SEC. In the event that a subsidiary of Parent, other than CF Industries, becomes a borrower or a guarantor under the Revolving Credit Agreement (or any renewal, replacement or refinancing thereof), such subsidiary would be required to become a guarantor of the Public Senior Notes, provided that such requirement will no longer apply with respect to the Public Senior Notes due 2023, 2034, 2043 and 2044 following the repayment of the Public Senior Notes due 2020 or the subsidiaries of Parent, other than CF Industries, otherwise becoming no longer subject to such a requirement to guarantee the Public Senior Notes due 2020. The Subsidiary Guarantors became guarantors of the Public Senior Notes as a result of this requirement. All of the guarantees of the Public Senior Notes are, and we have assumed for purposes of this presentation of condensed consolidating financial information that the guarantees of any Other Debt Securities would be, full and unconditional (as such term is defined in SEC Regulation S-X Rule 3-10(h)) and joint and several. The guarantee of a Subsidiary Guarantor will be automatically released with respect to a series of the Public Senior Notes (1) upon the release, discharge or termination of such Subsidiary Guarantor’s guarantee of the Revolving Credit Agreement (or any renewal, replacement or refinancing thereof), (2) upon legal defeasance with respect to the Public Senior Notes of such series or satisfaction and discharge of the indenture with respect to such series of Public Senior Notes or (3) in the case of the Public Senior Notes due 2023, 2034, 2043 and 2044, upon the discharge, termination or release of, or the release of such Subsidiary Guarantor from its obligations under, such Subsidiary Guarantor’s guarantee of the Public Senior Notes due 2020, including, without limitation, any such discharge, termination or release as a result of retirement, discharge or legal or covenant defeasance of, or satisfaction and discharge of the supplemental indenture governing, the Public Senior Notes due 2020. For purposes of the presentation of condensed consolidating financial information, the subsidiaries of Parent other than CF Industries and the Subsidiary Guarantors are referred to as the Non-Guarantors. Presented below are condensed consolidating statements of operations and statements of cash flows for Parent, CF Industries, the Subsidiary Guarantors and the Non-Guarantors for the years ended December 31, 2018, 2017 and 2016 and condensed consolidating balance sheets for Parent, CF Industries, the Subsidiary Guarantors and the Non-Guarantors as of December 31, 2018 and 2017. The condensed consolidating financial information presented below is not necessarily indicative of the financial position, results of operations, comprehensive income (loss) or cash flows of Parent, CF Industries, the Subsidiary Guarantors or the Non-Guarantors on a stand-alone basis. In these condensed consolidating financial statements, investments in subsidiaries are presented under the equity method, in which our investments are recorded at cost and adjusted for our ownership share of a subsidiary’s cumulative results of operations, distributions and other equity changes, and the eliminating entries reflect primarily intercompany transactions such as sales, accounts receivable and accounts payable and the elimination of equity investments and earnings of subsidiaries. As of December 31, 2018, two of our consolidated entities have made elections to be taxed as partnerships for U.S. federal income tax purposes and are included in the Non-Guarantors column. Due to the partnership tax treatment, these subsidiaries do not record taxes on their financial statements. The tax provision pertaining to the income of these partnerships, plus applicable deferred tax balances are reflected on the financial statements of the parent company owner that is included in the Subsidiary Guarantors column in the following financial information. Liabilities related to benefit plan obligations are reflected on the legal entity that funds the obligation, while the benefit plan expense is included on the legal entity to which the employee provides services.
Condensed Consolidating Statement of Operations | | | | | | | | | | | | | | | | | | | | | | | | | | Year ended December 31, 2018 | | Parent | | CF Industries | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Consolidated | | (in millions) | Net sales | $ | — |
| | $ | 349 |
| | $ | 3,470 |
| | $ | 3,604 |
| | $ | (2,994 | ) | | $ | 4,429 |
| Cost of sales | — |
| | 288 |
| | 3,237 |
| | 2,970 |
| | (2,983 | ) | | 3,512 |
| Gross margin | — |
| | 61 |
| | 233 |
| | 634 |
| | (11 | ) | | 917 |
| Selling, general and administrative expenses | 4 |
| | 1 |
| | 143 |
| | 77 |
| | (11 | ) | | 214 |
| Other operating—net | — |
| | (11 | ) | | (1 | ) | | (15 | ) | | — |
| | (27 | ) | Total other operating costs and expenses | 4 |
| | (10 | ) | | 142 |
| | 62 |
| | (11 | ) | | 187 |
| Equity in earnings of operating affiliates | — |
| | 2 |
| | — |
| | 34 |
| | — |
| | 36 |
| Operating (loss) earnings | (4 | ) | | 73 |
| | 91 |
| | 606 |
| | — |
| | 766 |
| Interest expense | — |
| | 245 |
| | 14 |
| | 5 |
| | (23 | ) | | 241 |
| Interest income | (2 | ) | | (5 | ) | | (9 | ) | | (20 | ) | | 23 |
| | (13 | ) | Net earnings of wholly owned subsidiaries | (292 | ) | | (423 | ) | | (477 | ) | | — |
| | 1,192 |
| | — |
| Other non-operating—net | — |
| | — |
| | (2 | ) | | (7 | ) | | — |
| | (9 | ) | Earnings before income taxes | 290 |
| | 256 |
| | 565 |
| | 628 |
| | (1,192 | ) | | 547 |
| Income tax (benefit) provision | — |
| | (36 | ) | | 151 |
| | 4 |
| | — |
| | 119 |
| Net earnings | 290 |
| | 292 |
| | 414 |
| | 624 |
| | (1,192 | ) | | 428 |
| Less: Net earnings attributable to noncontrolling interests | — |
| | — |
| | — |
| | 138 |
| | — |
| | 138 |
| Net earnings attributable to common stockholders | $ | 290 |
| | $ | 292 |
| | $ | 414 |
| | $ | 486 |
| | $ | (1,192 | ) | | $ | 290 |
|
Condensed Consolidating Statement of Comprehensive Income | | | | | | | | | | | | | | | | | | | | | | | | | | Year ended December 31, 2018 | | Parent | | CF Industries | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Consolidated | | (in millions) | Net earnings | $ | 290 |
| | $ | 292 |
| | $ | 414 |
| | $ | 624 |
| | $ | (1,192 | ) | | $ | 428 |
| Other comprehensive loss | (109 | ) | | (109 | ) | | (87 | ) | | (103 | ) | | 311 |
| | (97 | ) | Comprehensive income | 181 |
| | 183 |
| | 327 |
| | 521 |
| | (881 | ) | | 331 |
| Less: Comprehensive income attributable to noncontrolling interests | — |
| | — |
| | — |
| | 138 |
| | — |
| | 138 |
| Comprehensive income attributable to common stockholders | $ | 181 |
| | $ | 183 |
| | $ | 327 |
| | $ | 383 |
| | $ | (881 | ) | | $ | 193 |
|
Condensed Consolidating Statement of Operations | | | | | | | | | | | | | | | | | | | | | | | | | | Year ended December 31, 2017 | | Parent | | CF Industries | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Consolidated | | (in millions) | Net sales | $ | — |
| | $ | 442 |
| | $ | 3,257 |
| | $ | 3,380 |
| | $ | (2,949 | ) | | $ | 4,130 |
| Cost of sales | — |
| | 278 |
| | 3,382 |
| | 2,985 |
| | (2,949 | ) | | 3,696 |
| Gross margin | — |
| | 164 |
| | (125 | ) | | 395 |
| | — |
| | 434 |
| Selling, general and administrative expenses | 4 |
| | (4 | ) | | 112 |
| | 79 |
| | — |
| | 191 |
| Other operating—net | — |
| | 2 |
| | 3 |
| | 13 |
| | — |
| | 18 |
| Total other operating costs and expenses | 4 |
| | (2 | ) | | 115 |
| | 92 |
| | — |
| | 209 |
| Equity in (loss) earnings of operating affiliates | — |
| | (3 | ) | | — |
| | 12 |
| | — |
| | 9 |
| Operating (loss) earnings | (4 | ) | | 163 |
| | (240 | ) | | 315 |
| | — |
| | 234 |
| Interest expense | — |
| | 318 |
| | 37 |
| | 5 |
| | (45 | ) | | 315 |
| Interest income | — |
| | (33 | ) | | (11 | ) | | (13 | ) | | 45 |
| | (12 | ) | Loss on debt extinguishment | — |
| | 53 |
| | — |
| | — |
| | — |
| | 53 |
| Net loss (earnings) of wholly owned subsidiaries | 361 |
| | 1,091 |
| | (204 | ) | | — |
| | (1,248 | ) | | — |
| Other non-operating—net | — |
| | — |
| | 4 |
| | (1 | ) | | — |
| | 3 |
| (Loss) earnings before income taxes | (365 | ) | | (1,266 | ) | | (66 | ) | | 324 |
| | 1,248 |
| | (125 | ) | Income tax (benefit) provision | (723 | ) | | (905 | ) | | 1,037 |
| | 16 |
| | — |
| | (575 | ) | Net earnings (loss) | 358 |
| | (361 | ) | | (1,103 | ) | | 308 |
| | 1,248 |
| | 450 |
| Less: Net earnings attributable to noncontrolling interests | — |
| | — |
| | — |
| | 92 |
| | — |
| | 92 |
| Net earnings (loss) attributable to common stockholders | $ | 358 |
| | $ | (361 | ) | | $ | (1,103 | ) | | $ | 216 |
| | $ | 1,248 |
| | $ | 358 |
|
Condensed Consolidating Statement of Comprehensive Income (Loss) | | | | | | | | | | | | | | | | | | | | | | | | | | Year ended December 31, 2017 | | Parent | | CF Industries | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Consolidated | | (in millions) | Net earnings (loss) | $ | 358 |
| | $ | (361 | ) | | $ | (1,103 | ) | | $ | 308 |
| | $ | 1,248 |
| | $ | 450 |
| Other comprehensive income | 135 |
| | 135 |
| | 91 |
| | 130 |
| | (356 | ) | | 135 |
| Comprehensive income (loss) | 493 |
| | (226 | ) | | (1,012 | ) | | 438 |
| | 892 |
| | 585 |
| Less: Comprehensive income attributable to noncontrolling interests | — |
| | — |
| | — |
| | 92 |
| | — |
| | 92 |
| Comprehensive income (loss) attributable to common stockholders | $ | 493 |
| | $ | (226 | ) | | $ | (1,012 | ) | | $ | 346 |
| | $ | 892 |
| | $ | 493 |
|
Condensed Consolidating Statement of Operations | | | | | | | | | | | | | | | | | | | | | | | | | | Year ended December 31, 2016 | | Parent | | CF Industries | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Consolidated | | (in millions) | Net sales | $ | — |
| | $ | 362 |
| | $ | 2,932 |
| | $ | 2,939 |
| | $ | (2,548 | ) | | $ | 3,685 |
| Cost of sales | — |
| | 207 |
| | 2,803 |
| | 2,380 |
| | (2,548 | ) | | 2,842 |
| Gross margin | — |
| | 155 |
| | 129 |
| | 559 |
| | — |
| | 843 |
| Selling, general and administrative expenses | 4 |
| | 9 |
| | 104 |
| | 56 |
| | — |
| | 173 |
| Transaction costs | (46 | ) | | — |
| | 223 |
| | 2 |
| | — |
| | 179 |
| Other operating—net | — |
| | 7 |
| | 30 |
| | 171 |
| | — |
| | 208 |
| Total other operating costs and expenses | (42 | ) | | 16 |
| | 357 |
| | 229 |
| | — |
| | 560 |
| Equity in loss of operating affiliates | — |
| | — |
| | — |
| | (145 | ) | | — |
| | (145 | ) | Operating earnings (losses) | 42 |
| | 139 |
| | (228 | ) | | 185 |
| | — |
| | 138 |
| Interest expense | — |
| | 347 |
| | 85 |
| | (155 | ) | | (77 | ) | | 200 |
| Interest income | — |
| | (49 | ) | | (8 | ) | | (25 | ) | | 77 |
| | (5 | ) | Loss on debt extinguishment | — |
| | 167 |
| | — |
| | — |
| | — |
| | 167 |
| Net loss (earnings) of wholly owned subsidiaries | 304 |
| | 92 |
| | (315 | ) | | — |
| | (81 | ) | | — |
| Other non-operating—net | — |
| | — |
| | 4 |
| | (2 | ) | | — |
| | 2 |
| (Loss) earnings before income taxes | (262 | ) | | (418 | ) | | 6 |
| | 367 |
| | 81 |
| | (226 | ) | Income tax provision (benefit) | 15 |
| | (114 | ) | | 18 |
| | 13 |
| | — |
| | (68 | ) | Net (loss) earnings | (277 | ) | | (304 | ) | | (12 | ) | | 354 |
| | 81 |
| | (158 | ) | Less: Net earnings attributable to noncontrolling interest | — |
| | — |
| | — |
| | 119 |
| | — |
| | 119 |
| Net (loss) earnings attributable to common stockholders | $ | (277 | ) | | $ | (304 | ) | | $ | (12 | ) | | $ | 235 |
| | $ | 81 |
| | $ | (277 | ) |
Condensed Consolidating Statement of Comprehensive (Loss) Income | | | | | | | | | | | | | | | | | | | | | | | | | | Year ended December 31, 2016 | | Parent | | CF Industries | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Consolidated | | (in millions) | Net (loss) earnings | $ | (277 | ) | | $ | (304 | ) | | $ | (12 | ) | | $ | 354 |
| | $ | 81 |
| | $ | (158 | ) | Other comprehensive loss | (148 | ) | | (148 | ) | | (68 | ) | | (134 | ) | | 350 |
| | (148 | ) | Comprehensive (loss) income | (425 | ) | | (452 | ) | | (80 | ) | | 220 |
| | 431 |
| | (306 | ) | Less: Comprehensive income attributable to noncontrolling interest | — |
| | — |
| | — |
| | 119 |
| | — |
| | 119 |
| Comprehensive (loss) income attributable to common stockholders | $ | (425 | ) | | $ | (452 | ) | | $ | (80 | ) | | $ | 101 |
| | $ | 431 |
| | $ | (425 | ) |
Condensed Consolidating Balance Sheet | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2018 | | Parent | | CF Industries | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations and Reclassifications | | Consolidated | | (in millions) | Assets | |
| | |
| | | | |
| | |
| | |
| Current assets: | |
| | |
| | | | |
| | |
| | |
| Cash and cash equivalents | $ | 36 |
| | $ | 27 |
| | $ | 65 |
| | $ | 554 |
| | $ | — |
| | $ | 682 |
| Accounts and notes receivable—net | 135 |
| | 500 |
| | 1,203 |
| | 911 |
| | (2,514 | ) | | 235 |
| Inventories | — |
| | 4 |
| | 142 |
| | 163 |
| | — |
| | 309 |
| Prepaid income taxes | — |
| | — |
| | 24 |
| | 4 |
| | — |
| | 28 |
| Other current assets | — |
| | — |
| | 15 |
| | 5 |
| | — |
| | 20 |
| Total current assets | 171 |
| | 531 |
| | 1,449 |
| | 1,637 |
| | (2,514 | ) | | 1,274 |
| Property, plant and equipment—net | — |
| | — |
| | 118 |
| | 8,505 |
| | — |
| | 8,623 |
| Investments in affiliates | 3,656 |
| | 8,208 |
| | 6,857 |
| | 94 |
| | (18,722 | ) | | 93 |
| Goodwill | — |
| | — |
| | 2,064 |
| | 289 |
| | — |
| | 2,353 |
| Other assets | — |
| | 4 |
| | 126 |
| | 320 |
| | (132 | ) | | 318 |
| Total assets | $ | 3,827 |
| | $ | 8,743 |
| | $ | 10,614 |
| | $ | 10,845 |
| | $ | (21,368 | ) | | $ | 12,661 |
| Liabilities and Equity | |
| | |
| | |
| | |
| | |
| | |
| Current liabilities: | |
| | |
| | |
| | |
| | |
| | |
| Accounts and notes payable and accrued expenses | $ | 870 |
| | $ | 374 |
| | $ | 1,429 |
| | $ | 386 |
| | $ | (2,514 | ) | | $ | 545 |
| Income taxes payable | — |
| | — |
| | 5 |
| | — |
| | — |
| | 5 |
| Customer advances | — |
| | — |
| | 149 |
| | — |
| | — |
| | 149 |
| Other current liabilities | — |
| | — |
| | 6 |
| | — |
| | — |
| | 6 |
| Total current liabilities | 870 |
| | 374 |
| | 1,589 |
| | 386 |
| | (2,514 | ) | | 705 |
| Long-term debt | — |
| | 4,698 |
| | 43 |
| | 89 |
| | (132 | ) | | 4,698 |
| Deferred income taxes | — |
| | — |
| | 960 |
| | 157 |
| | — |
| | 1,117 |
| Other liabilities | — |
| | 15 |
| | 232 |
| | 163 |
| | — |
| | 410 |
| Equity: | |
| | |
| | |
| | |
| | |
| | |
| Stockholders’ equity: | |
| | |
| | |
| | |
| | |
| | |
| Preferred stock | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| Common stock | 2 |
| | — |
| | — |
| | 5,363 |
| | (5,363 | ) | | 2 |
| Paid-in capital | 1,368 |
| | 1,799 |
| | 9,070 |
| | 1,265 |
| | (12,134 | ) | | 1,368 |
| Retained earnings | 2,463 |
| | 2,229 |
| | (995 | ) | | 965 |
| | (2,199 | ) | | 2,463 |
| Treasury stock | (504 | ) | | — |
| | — |
| | — |
| | — |
| | (504 | ) | Accumulated other comprehensive loss | (372 | ) | | (372 | ) | | (277 | ) | | (324 | ) | | 974 |
| | (371 | ) | Total stockholders’ equity | 2,957 |
| | 3,656 |
| | 7,798 |
| | 7,269 |
| | (18,722 | ) | | 2,958 |
| Noncontrolling interests | — |
| | — |
| | (8 | ) | | 2,781 |
| | — |
| | 2,773 |
| Total equity | 2,957 |
| | 3,656 |
| | 7,790 |
| | 10,050 |
| | (18,722 | ) | | 5,731 |
| Total liabilities and equity | $ | 3,827 |
| | $ | 8,743 |
| | $ | 10,614 |
| | $ | 10,845 |
| | $ | (21,368 | ) | | $ | 12,661 |
|
Condensed Consolidating Balance Sheet | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2017 | | Parent | | CF Industries | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations and Reclassifications | | Consolidated | | (in millions) | Assets | |
| | |
| | | | |
| | |
| | |
| Current assets: | |
| | |
| | | | |
| | |
| | |
| Cash and cash equivalents | $ | — |
| | $ | 15 |
| | $ | 388 |
| | $ | 432 |
| | $ | — |
| | $ | 835 |
| Accounts and notes receivable—net | 743 |
| | 1,553 |
| | 2,670 |
| | 768 |
| | (5,427 | ) | | 307 |
| Inventories | — |
| | 4 |
| | 104 |
| | 167 |
| | — |
| | 275 |
| Prepaid income taxes | — |
| | — |
| | 33 |
| | — |
| | — |
| | 33 |
| Other current assets | — |
| | — |
| | 10 |
| | 5 |
| | — |
| | 15 |
| Total current assets | 743 |
| | 1,572 |
| | 3,205 |
| | 1,372 |
| | (5,427 | ) | | 1,465 |
| Property, plant and equipment—net | — |
| | — |
| | 123 |
| | 9,052 |
| | — |
| | 9,175 |
| Deferred income taxes | — |
| | 8 |
| | — |
| | — |
| | (8 | ) | | — |
| Investments in affiliates | 4,055 |
| | 8,411 |
| | 6,490 |
| | 108 |
| | (18,956 | ) | | 108 |
| Goodwill | — |
| | — |
| | 2,063 |
| | 308 |
| | — |
| | 2,371 |
| Other assets | — |
| | 85 |
| | 82 |
| | 453 |
| | (276 | ) | | 344 |
| Total assets | $ | 4,798 |
| | $ | 10,076 |
| | $ | 11,963 |
| | $ | 11,293 |
| | $ | (24,667 | ) | | $ | 13,463 |
| Liabilities and Equity | |
| | |
| | |
| | |
| | |
| | |
| Current liabilities: | |
| | |
| | |
| | |
| | |
| | |
| Accounts and notes payable and accrued expenses | $ | 1,219 |
| | $ | 1,314 |
| | $ | 2,658 |
| | $ | 708 |
| | $ | (5,427 | ) | | $ | 472 |
| Income taxes payable | — |
| | — |
| | — |
| | 2 |
| | — |
| | 2 |
| Customer advances | — |
| | — |
| | 89 |
| | — |
| | — |
| | 89 |
| Other current liabilities | — |
| | — |
| | 14 |
| | 3 |
| | — |
| | 17 |
| Total current liabilities | 1,219 |
| | 1,314 |
| | 2,761 |
| | 713 |
| | (5,427 | ) | | 580 |
| Long-term debt | — |
| | 4,692 |
| | 198 |
| | 78 |
| | (276 | ) | | 4,692 |
| Deferred income taxes | — |
| | — |
| | 876 |
| | 179 |
| | (8 | ) | | 1,047 |
| Other liabilities | — |
| | 16 |
| | 243 |
| | 201 |
| | — |
| | 460 |
| Equity: | |
| | |
| | |
| | |
| | |
| | |
| Stockholders’ equity: | |
| | |
| | | |
|
| |
|
| | |
| Preferred stock | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| Common stock | 2 |
| | — |
| | — |
| | 4,738 |
| | (4,738 | ) | | 2 |
| Paid-in capital | 1,397 |
| | 1,854 |
| | 9,505 |
| | 1,783 |
| | (13,142 | ) | | 1,397 |
| Retained earnings | 2,443 |
| | 2,463 |
| | (1,432 | ) | | 709 |
| | (1,740 | ) | | 2,443 |
| Treasury stock | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| Accumulated other comprehensive loss | (263 | ) | | (263 | ) | | (180 | ) | | (221 | ) | | 664 |
| | (263 | ) | Total stockholders’ equity | 3,579 |
| | 4,054 |
| | 7,893 |
| | 7,009 |
| | (18,956 | ) | | 3,579 |
| Noncontrolling interests | — |
| | — |
| | (8 | ) | | 3,113 |
| | — |
| | 3,105 |
| Total equity | 3,579 |
| | 4,054 |
| | 7,885 |
| | 10,122 |
| | (18,956 | ) | | 6,684 |
| Total liabilities and equity | $ | 4,798 |
| | $ | 10,076 |
| | $ | 11,963 |
| | $ | 11,293 |
| | $ | (24,667 | ) | | $ | 13,463 |
|
Condensed Consolidating Statement of Cash Flows | | | | | | | | | | | | | | | | | | | | | | | | | | Year ended December 31, 2018 | | Parent | | CF Industries | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Consolidated | | (in millions) | Operating Activities: | |
| | |
| | | | |
| | |
| | |
| Net earnings | $ | 290 |
| | $ | 292 |
| | $ | 414 |
| | $ | 624 |
| | $ | (1,192 | ) | | $ | 428 |
| Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: | |
| | |
| | |
| | |
| | |
| | |
| Depreciation and amortization | — |
| | 9 |
| | 22 |
| | 857 |
| | — |
| | 888 |
| Deferred income taxes | — |
| | — |
| | 88 |
| | (10 | ) | | — |
| | 78 |
| Stock-based compensation expense | 21 |
| | — |
| | — |
| | 1 |
| | — |
| | 22 |
| Unrealized net gain on natural gas derivatives | — |
| | — |
| | (10 | ) | | (3 | ) | | — |
| | (13 | ) | Loss on embedded derivative | — |
| | — |
| | 1 |
| | — |
| | — |
| | 1 |
| Loss on disposal of property, plant and equipment | — |
| | — |
| | — |
| | 6 |
| | — |
| | 6 |
| Undistributed earnings of affiliates—net | (292 | ) | | (423 | ) | | (477 | ) | | (3 | ) | | 1,192 |
| | (3 | ) | Changes in: | |
| | |
| | |
| | |
| | |
| | |
| Intercompany accounts receivable/accounts payable—net | (14 | ) | | (117 | ) | | 169 |
| | (38 | ) | | — |
| | — |
| Accounts receivable—net | — |
| | (7 | ) | | 68 |
| | 7 |
| | — |
| | 68 |
| Inventories | — |
| | (1 | ) | | (37 | ) | | (14 | ) | | — |
| | (52 | ) | Accrued and prepaid income taxes | (1 | ) | | (35 | ) | | 51 |
| | (7 | ) | | — |
| | 8 |
| Accounts and notes payable and accrued expenses | — |
| | (12 | ) | | 34 |
| | 22 |
| | — |
| | 44 |
| Customer advances | — |
| | — |
| | 59 |
| | — |
| | — |
| | 59 |
| Other—net | — |
| | 9 |
| | 7 |
| | (53 | ) | | — |
| | (37 | ) | Net cash provided by (used in) operating activities | 4 |
| | (285 | ) | | 389 |
| | 1,389 |
| | — |
| | 1,497 |
| Investing Activities: | |
| | |
| | |
| | |
| | |
| | |
| Additions to property, plant and equipment | — |
| | — |
| | (14 | ) | | (408 | ) | | — |
| | (422 | ) | Proceeds from sale of property, plant and equipment | — |
| | — |
| | — |
| | 26 |
| | — |
| | 26 |
| Distributions received from unconsolidated affiliates | — |
| | 503 |
| | 7 |
| | (500 | ) | | — |
| | 10 |
| Insurance proceeds | — |
| | — |
| | — |
| | 10 |
| | — |
| | 10 |
| Investments in consolidated subsidiaries - capital contributions | — |
| | (31 | ) | | (415 | ) | | 446 |
| | — |
| | — |
| Other—net | — |
| | — |
| | — |
| | 1 |
| | — |
| | 1 |
| Net cash provided by (used in) investing activities | — |
| | 472 |
| | (422 | ) | | (425 | ) | | — |
| | (375 | ) | Financing Activities: | |
| | |
| | |
| | |
| | |
| | |
| Long-term debt—net | — |
| | 69 |
| | 90 |
| | (159 | ) | | — |
| | — |
| Short-term debt—net | 234 |
| | 292 |
| | (424 | ) | | (102 | ) | | — |
| | — |
| Financing fees | — |
| | 1 |
| | — |
| | — |
| | — |
| | 1 |
| Dividends paid on common stock | (280 | ) | | (537 | ) | | — |
| | (49 | ) | | 586 |
| | (280 | ) | Dividends to/from affiliates | 537 |
| | — |
| | 49 |
| | — |
| | (586 | ) | | — |
| Acquisition of noncontrolling interests in TNCLP | — |
| | — |
| | — |
| | (388 | ) | | — |
| | (388 | ) | Payment to CHS related to credit provision | — |
| | — |
| | (5 | ) | | — |
| | — |
| | (5 | ) | Distributions to noncontrolling interests | — |
| | — |
| | — |
| | (139 | ) | | — |
| | (139 | ) | Purchases of treasury stock | (467 | ) | | — |
| | — |
| | — |
| | — |
| | (467 | ) | Issuances of common stock under employee stock plans | 12 |
| | — |
| | — |
| | — |
| | — |
| | 12 |
| Shares withheld for taxes | (4 | ) | | — |
| | — |
| | — |
| | — |
| | (4 | ) | Net cash provided by (used in) financing activities | 32 |
| | (175 | ) | | (290 | ) | | (837 | ) | | — |
| | (1,270 | ) | Effect of exchange rate changes on cash and cash equivalents | — |
| | — |
| | — |
| | (5 | ) | | — |
| | (5 | ) | Increase (decrease) in cash and cash equivalents | 36 |
| | 12 |
| | (323 | ) | | 122 |
| | — |
| | (153 | ) | Cash and cash equivalents at beginning of period | — |
| | 15 |
| | 388 |
| | 432 |
| | — |
| | 835 |
| Cash and cash equivalents at end of period | $ | 36 |
| | $ | 27 |
| | $ | 65 |
| | $ | 554 |
| | $ | — |
| | $ | 682 |
|
Condensed Consolidating Statement of Cash Flows | | | | | | | | | | | | | | | | | | | | | | | | | | Year ended December 31, 2017 | | Parent | | CF Industries | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Consolidated | | (in millions) | Operating Activities: | |
| | |
| | | | |
| | |
| | |
| Net earnings (loss) | $ | 358 |
| | $ | (361 | ) | | $ | (1,103 | ) | | $ | 308 |
| | $ | 1,248 |
| | $ | 450 |
| Adjustments to reconcile net earnings (loss) to net cash (used in) provided by operating activities: | |
| | |
| | |
| | |
| | |
| | |
| Depreciation and amortization | — |
| | 13 |
| | 22 |
| | 848 |
| | — |
| | 883 |
| Deferred income taxes | — |
| | — |
| | (599 | ) | | (2 | ) | | — |
| | (601 | ) | Stock-based compensation expense | 17 |
| | — |
| | — |
| | — |
| | — |
| | 17 |
| Unrealized net loss on natural gas derivatives | — |
| | — |
| | 51 |
| | 10 |
| | — |
| | 61 |
| Loss on embedded derivative | — |
| | — |
| | 4 |
| | — |
| | — |
| | 4 |
| Gain on sale of equity method investments | — |
| | — |
| | — |
| | (14 | ) | | — |
| | (14 | ) | Loss on debt extinguishment | — |
| | 53 |
| | — |
| | — |
| | — |
| | 53 |
| Loss on disposal of property, plant and equipment | — |
| | — |
| | — |
| | 3 |
| | — |
| | 3 |
| Undistributed losses (earnings) of affiliates—net | 361 |
| | 1,091 |
| | (204 | ) | | 3 |
| | (1,248 | ) | | 3 |
| Changes in: | | |
|
| | |
| |
|
| |
|
| |
|
| Intercompany accounts receivable/accounts payable—net | (736 | ) | | (1,297 | ) | | 1,527 |
| | 506 |
| | — |
| | — |
| Accounts receivable—net | — |
| | — |
| | (51 | ) | | (6 | ) | | — |
| | (57 | ) | Inventories | — |
| | (4 | ) | | 60 |
| | (16 | ) | | — |
| | 40 |
| Accrued and prepaid income taxes | (1 | ) | | (60 | ) | | 1,217 |
| | (347 | ) | | — |
| | 809 |
| Accounts and notes payable and accrued expenses | — |
| | 228 |
| | 27 |
| | (256 | ) | | — |
| | (1 | ) | Customer advances | — |
| | — |
| | 48 |
| | — |
| | — |
| | 48 |
| Other—net | — |
| | (5 | ) | | (32 | ) | | (30 | ) | | — |
| | (67 | ) | Net cash (used in) provided by operating activities | (1 | ) | | (342 | ) | | 967 |
| | 1,007 |
| | — |
| | 1,631 |
| Investing Activities: | |
| | |
| | |
| | |
| | |
| | |
| Additions to property, plant and equipment | — |
| | — |
| | (12 | ) | | (461 | ) | | — |
| | (473 | ) | Proceeds from sale of property, plant and equipment | — |
| | — |
| | — |
| | 20 |
| | — |
| | 20 |
| Proceeds from sale of equity method investment | — |
| | — |
| | — |
| | 16 |
| | — |
| | 16 |
| Distributions received from unconsolidated affiliates | — |
| | — |
| | 179 |
| | (165 | ) | | — |
| | 14 |
| Proceeds from sale of auction rate securities | — |
| | 9 |
| | — |
| | — |
| | — |
| | 9 |
| Other—net | — |
| | — |
| | — |
| | 1 |
| | — |
| | 1 |
| Net cash provided by (used in) investing activities | — |
| | 9 |
| | 167 |
| | (589 | ) | | — |
| | (413 | ) | Financing Activities: | |
| | |
| | |
| | |
| | |
| | |
| Long-term debt—net | — |
| | (125 | ) | | 150 |
| | (25 | ) | | — |
| | — |
| Payments of long-term borrowings | — |
| | (1,148 | ) | | — |
| | — |
| | — |
| | (1,148 | ) | Short-term debt—net | 280 |
| | 1,584 |
| | (1,870 | ) | | 6 |
| | — |
| | — |
| Payment to CHS related to credit provision | — |
| | — |
| | (5 | ) | | — |
| | — |
| | (5 | ) | Financing fees | — |
| | (1 | ) | | — |
| | — |
| | — |
| | (1 | ) | Dividends paid on common stock | (280 | ) | | — |
| | — |
| | (103 | ) | | 103 |
| | (280 | ) | Distributions to noncontrolling interests | — |
| | — |
| | — |
| | (131 | ) | | — |
| | (131 | ) | Issuances of common stock under employee stock plans | 1 |
| | — |
| | — |
| | — |
| | — |
| | 1 |
| Dividends to/from affiliates | — |
| | 2 |
| | 101 |
| | — |
| | (103 | ) | | — |
| Net cash provided by (used in) financing activities | 1 |
| | 312 |
| | (1,624 | ) | | (253 | ) | | — |
| | (1,564 | ) | Effect of exchange rate changes on cash and cash equivalents | — |
| | — |
| | — |
| | 12 |
| | — |
| | 12 |
| (Decrease) increase in cash, cash equivalents and restricted cash | — |
| | (21 | ) | | (490 | ) | | 177 |
| | — |
| | (334 | ) | Cash, cash equivalents and restricted cash at beginning of period | — |
| | 36 |
| | 878 |
| | 255 |
| | — |
| | 1,169 |
| Cash, cash equivalents and restricted cash at end of period | $ | — |
| | $ | 15 |
| | $ | 388 |
| | $ | 432 |
| | $ | — |
| | $ | 835 |
|
Condensed Consolidating Statement of Cash Flows | | | | | | | | | | | | | | | | | | | | | | | | | | Year ended December 31, 2016 | | Parent | | CF Industries | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Consolidated | | (in millions) | Operating Activities: | |
| | |
| | | | |
| | |
| | |
| Net (loss) earnings | $ | (277 | ) | | $ | (304 | ) | | $ | (12 | ) | | $ | 354 |
| | $ | 81 |
| | $ | (158 | ) | Adjustments to reconcile net (loss) earnings to net cash provided by (used in) operating activities: | |
| | |
| | |
| | |
| | |
| | |
| Depreciation and amortization | — |
| | 21 |
| | 55 |
| | 602 |
| | — |
| | 678 |
| Deferred income taxes | — |
| | — |
| | 740 |
| | (1 | ) | | — |
| | 739 |
| Stock-based compensation expense | 18 |
| | — |
| | — |
| | 1 |
| | — |
| | 19 |
| Unrealized net gain on natural gas derivatives | — |
| | — |
| | (225 | ) | | (35 | ) | | — |
| | (260 | ) | Loss on embedded derivative | — |
| | — |
| | 23 |
| | — |
| | — |
| | 23 |
| Impairment of equity method investment in PLNL | — |
| | — |
| | — |
| | 134 |
| | — |
| | 134 |
| Loss on debt extinguishment | — |
| | 167 |
| | — |
| | — |
| | — |
| | 167 |
| Loss on disposal of property, plant and equipment | — |
| | — |
| | 2 |
| | 8 |
| | — |
| | 10 |
| Undistributed losses (earnings) of affiliates—net | 304 |
| | 92 |
| | (315 | ) | | 9 |
| | (81 | ) | | 9 |
| Changes in: | |
| | |
| | |
| | |
| | |
| | |
| Intercompany accounts receivable/accounts payable—net | (4 | ) | | (10 | ) | | 308 |
| | (294 | ) | | — |
| | — |
| Accounts receivable—net | — |
| | 44 |
| | (11 | ) | | (15 | ) | | — |
| | 18 |
| Inventories | — |
| | — |
| | (8 | ) | | 1 |
| | — |
| | (7 | ) | Accrued and prepaid income taxes | — |
| | — |
| | (682 | ) | | 6 |
| | — |
| | (676 | ) | Accounts and notes payable and accrued expenses | (8 | ) | | (63 | ) | | (12 | ) | | 65 |
| | — |
| | (18 | ) | Customer advances | — |
| | — |
| | (120 | ) | | — |
| | — |
| | (120 | ) | Other—net | — |
| | (6 | ) | | (17 | ) | | 82 |
| | — |
| | 59 |
| Net cash provided by (used in) operating activities | 33 |
| | (59 | ) | | (274 | ) | | 917 |
| | — |
| | 617 |
| Investing Activities: | |
| | |
| | |
| | |
| | |
| | |
| Additions to property, plant and equipment | — |
| | — |
| | (25 | ) | | (2,186 | ) | | — |
| | (2,211 | ) | Proceeds from sale of property, plant and equipment | — |
| | — |
| | 4 |
| | 10 |
| | — |
| | 14 |
| Investments in unconsolidated affiliates | — |
| | (44 | ) | | (649 | ) | | — |
| | 693 |
| | — |
| Other—net | — |
| | 6 |
| | — |
| | (4 | ) | | — |
| | 2 |
| Net cash used in investing activities | — |
| | (38 | ) | | (670 | ) | | (2,180 | ) | | 693 |
| | (2,195 | ) | Financing Activities: | |
| | |
| | |
| | |
| | |
| | |
| Long-term debt—net | — |
| | 125 |
| | — |
| | (125 | ) | | — |
| | — |
| Proceeds from long-term borrowings | — |
| | 1,244 |
| | — |
| | — |
| | — |
| | 1,244 |
| Payments of long-term borrowings | — |
| | (1,170 | ) | | — |
| | — |
| | — |
| | (1,170 | ) | Short-term debt—net | 106 |
| | (40 | ) | | (371 | ) | | 305 |
| | — |
| | — |
| Proceeds from short-term borrowings | — |
| | 150 |
| | — |
| | — |
| | — |
| | 150 |
| Payments on short-term borrowings | — |
| | (150 | ) | | — |
| | — |
| | — |
| | (150 | ) | Payment to CHS related to credit provision | — |
| | — |
| | (5 | ) | | — |
| | — |
| | (5 | ) | Financing fees | — |
| | (31 | ) | | — |
| | — |
| | — |
| | (31 | ) | Dividends paid on common stock | (280 | ) | | (140 | ) | | (140 | ) | | (222 | ) | | 502 |
| | (280 | ) | Issuance of noncontrolling interest in CFN | — |
| | — |
| | — |
| | 2,800 |
| | — |
| | 2,800 |
| Distributions to noncontrolling interests | — |
| | — |
| | — |
| | (119 | ) | | — |
| | (119 | ) | Distributions received for CHS strategic venture | — |
| | — |
| | 2,000 |
| | (2,000 | ) | | — |
| | — |
| Dividends to/from affiliates | 140 |
| | 145 |
| | 217 |
| | — |
| | (502 | ) | | — |
| Other—net | — |
| | — |
| | — |
| | 693 |
| | (693 | ) | | — |
| Net cash (used in) provided by financing activities | (34 | ) | | 133 |
| | 1,701 |
| | 1,332 |
| | (693 | ) | | 2,439 |
| Effect of exchange rate changes on cash and cash equivalents | — |
| | — |
| | — |
| | (1 | ) | | — |
| | (1 | ) | (Decrease) increase in cash, cash equivalents and restricted cash | (1 | ) | | 36 |
| | 757 |
| | 68 |
| | — |
| | 860 |
| Cash, cash equivalents and restricted cash at beginning of period | 1 |
| | — |
| | 121 |
| | 187 |
| | — |
| | 309 |
| Cash, cash equivalents and restricted cash at end of period | $ | — |
| | $ | 36 |
| | $ | 878 |
| | $ | 255 |
| | $ | — |
| | $ | 1,169 |
|
|