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. At September 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 nine months ended September 30, 2013 and 2012, and condensed consolidating balance sheets for Parent, CF Industries and the Other Subsidiaries at September 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 September 30, 2013

	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net sales	$	—		$	281.1		$	1,207.3		$	(391.4	)	$	1,097.0
Cost of sales		—			268.8			833.4			(391.3	)		710.9

Gross margin		—			12.3			373.9			(0.1	)		386.1

Selling, general and administrative expenses		0.5			2.0			29.8			(0.1	)		32.2
Other operating—net		—			(1.8	)		(18.5	)		—			(20.3	)

Total other operating costs and expenses		0.5			0.2			11.3			(0.1	)		11.9
Equity in earnings of operating affiliates		—			—			11.2			—			11.2

Operating earnings (loss)		(0.5	)		12.1			373.8			—			385.4
Interest expense		—			44.7			(3.6	)		(0.1	)		41.0
Interest income		—			(0.1	)		(1.0	)		0.1			(1.0	)
Net (earnings) of wholly-owned subsidiaries		(234.5	)		(254.6	)		—			489.1			—
Other non-operating—net		—			(0.2	)		(0.1	)		—			(0.3	)

Earnings before income taxes and equity in losses of non-operating affiliates		234.0			222.3			378.5			(489.1	)		345.7
Income tax provision (benefit)		(0.1	)		(12.2	)		121.3			—			109.0
Equity in losses of non-operating affiliates—net of taxes		—			—			7.2			—			7.2

Net earnings		234.1			234.5			264.4			(489.1	)		243.9
Less: Net earnings attributable to noncontrolling interest		—			—			9.8			—			9.8

Net earnings attributable to common stockholders	$	234.1		$	234.5		$	254.6		$	(489.1	)	$	234.1

Condensed, Consolidating Statement of Comprehensive Income

	Three months ended September 30, 2013

	Parent		CF Industries		Other Subsidiaries		Eliminations			Consolidated
	(in millions)
Net earnings	$	234.1	$	234.5	$	264.4	$	(489.1	)	$	243.9
Other comprehensive income		42.7		42.7		42.7		(85.4	)		42.7

Comprehensive income		276.8		277.2		307.1		(574.5	)		286.6
Less: Comprehensive income attributable to noncontrolling interest		—		—		9.8		—			9.8

Comprehensive income attributable to common stockholders	$	276.8	$	277.2	$	297.3	$	(574.5	)	$	276.8

Condensed, Consolidating Statement of Operations

	Nine months ended September 30, 2013

	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net sales	$	—		$	885.8		$	4,374.3		$	(1,111.7	)	$	4,148.4
Cost of sales		—			691.3			2,638.3			(1,107.6	)		2,222.0

Gross margin		—			194.5			1,736.0			(4.1	)		1,926.4

Selling, general and administrative expenses		2.2			6.8			112.1			(0.1	)		121.0
Other operating—net		—			7.5			(16.7	)		—			(9.2	)

Total other operating costs and expenses		2.2			14.3			95.4			(0.1	)		111.8
Equity in earnings of operating affiliates		—			—			32.3			—			32.3

Operating earnings (loss)		(2.2	)		180.2			1,672.9			(4.0	)		1,846.9
Interest expense		—			110.2			3.2			(1.0	)		112.4
Interest income		—			(0.7	)		(4.4	)		1.0			(4.1	)
Net (earnings) of wholly-owned subsidiaries		(1,140.3	)		(1,094.2	)		—			2,234.5			—
Other non-operating—net		—			(0.2	)		54.3			—			54.1

Earnings before income taxes and equity in losses of non-operating affiliates		1,138.1			1,165.1			1,619.8			(2,238.5	)		1,684.5
Income tax provision (benefit)		(0.7	)		24.7			475.3			—			499.3
Equity in losses of non-operating affiliates—net of taxes		—			(0.1	)		6.3			—			6.2

Net earnings		1,138.8			1,140.3			1,150.8			(2,238.5	)		1,191.4
Less: Net earnings attributable to noncontrolling interest		—			—			56.6			(4.0	)		52.6

Net earnings attributable to common stockholders	$	1,138.8		$	1,140.3		$	1,094.2		$	(2,234.5	)	$	1,138.8

Condensed, Consolidating Statement of Comprehensive Income

	Nine months ended September 30, 2013

	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net earnings	$	1,138.8		$	1,140.3		$	1,150.8		$	(2,238.5	)	$	1,191.4
Other comprehensive income		(23.0	)		(23.0	)		(69.7	)		92.0			(23.7	)

Comprehensive income		1,115.8			1,117.3			1,081.1			(2,146.5	)		1,167.7
Less: Comprehensive income attributable to noncontrolling interest		—			—			56.6			(4.7	)		51.9

Comprehensive income attributable to common stockholders	$	1,115.8		$	1,117.3		$	1,024.5		$	(2,141.8	)	$	1,115.8

Condensed, Consolidating Statement of Operations

	Three months ended September 30, 2012

	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net sales	$	—		$	766.8		$	715.1		$	(122.5	)	$	1,359.4
Cost of sales		—			372.6			320.5			(35.7	)		657.4

Gross margin		—			394.2			394.6			(86.8	)		702.0

Selling, general and administrative expenses		0.5			30.5			5.5			—			36.5
Other operating—net		—			5.4			3.2			—			8.6

Total other operating costs and expenses		0.5			35.9			8.7			—			45.1
Equity in earnings of operating affiliates		—			0.4			9.8			—			10.2

Operating earnings (loss)		(0.5	)		358.7			395.7			(86.8	)		667.1
Interest expense		—			27.1			2.2			(0.6	)		28.7
Interest income		—			(0.4	)		(1.8	)		0.6			(1.6	)
Net (earnings) of wholly-owned subsidiaries		(403.5	)		(191.1	)		—			594.6			—
Other non-operating—net		—			(0.1	)		(0.1	)		—			(0.2	)

Earnings before income taxes and equity in earnings of non-operating affiliates		403.0			523.2			395.4			(681.4	)		640.2
Income tax (benefit) provision		(0.3	)		119.7			86.6			—			206.0
Equity in earnings of non-operating affiliates—net of taxes		—			—			23.9			—			23.9

Net earnings		403.3			403.5			332.7			(681.4	)		458.1
Less: Net earnings attributable to noncontrolling interest		—			—			141.6			(86.8	)		54.8

Net earnings attributable to common stockholders	$	403.3		$	403.5		$	191.1		$	(594.6	)	$	403.3

Condensed, Consolidating Statement of Comprehensive Income

	Three months ended September 30, 2012

	Parent		CF Industries		Other Subsidiaries		Eliminations			Consolidated
	(in millions)
Net earnings	$	403.3	$	403.5	$	332.7	$	(681.4	)	$	458.1
Other comprehensive income		37.3		37.3		27.6		(64.0	)		38.2

Comprehensive income		440.6		440.8		360.3		(745.4	)		496.3
Less: Comprehensive income attributable to noncontrolling interest		—		—		141.6		(85.9	)		55.7

Comprehensive income attributable to common stockholders	$	440.6	$	440.8	$	218.7	$	(659.5	)	$	440.6

Condensed, Consolidating Statement of Operations

	Nine months ended September 30, 2012

	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Net sales	$	—		$	2,738.4		$	2,271.1		$	(386.9	)	$	4,622.6
Cost of sales		—			1,329.5			941.2			(105.2	)		2,165.5

Gross margin		—			1,408.9			1,329.9			(281.7	)		2,457.1

Selling, general and administrative expenses		2.0			92.2			17.4			—			111.6
Other operating—net		—			21.2			20.5			—			41.7

Total other operating costs and expenses		2.0			113.4			37.9			—			153.3
Equity in earnings of operating affiliates		—			1.5			38.0			—			39.5

Operating earnings (loss)		(2.0	)		1,297.0			1,330.0			(281.7	)		2,343.3
Interest expense		—			98.1			7.8			(1.0	)		104.9
Interest income		—			(0.8	)		(2.2	)		1.0			(2.0	)
Net (earnings) of wholly-owned subsidiaries		(1,379.3	)		(604.1	)		—			1,983.4			—
Other non-operating—net		—			0.1			(1.0	)		—			(0.9	)

Earnings before income taxes and equity in earnings of non-operating affiliates		1,377.3			1,803.7			1,325.4			(2,265.1	)		2,241.3
Income tax (benefit) provision		(0.7	)		424.3			298.4			—			722.0
Equity in (loss) earnings of non-operating affiliates—net of taxes		—			(0.1	)		48.9			—			48.8

Net earnings		1,378.0			1,379.3			1,075.9			(2,265.1	)		1,568.1
Less: Net earnings attributable to noncontrolling interest		—			—			471.8			(281.7	)		190.1

Net earnings attributable to common stockholders	$	1,378.0		$	1,379.3		$	604.1		$	(1,983.4	)	$	1,378.0

Condensed, Consolidating Statement of Comprehensive Income

	Nine months ended September 30, 2012

	Parent		CF Industries		Other Subsidiaries		Eliminations			Consolidated
	(in millions)
Net earnings	$	1,378.0	$	1,379.3	$	1,075.9	$	(2,265.1	)	$	1,568.1
Other comprehensive income		61.3		61.3		48.4		(108.6	)		62.4

Comprehensive income		1,439.3		1,440.6		1,124.3		(2,373.7	)		1,630.5
Less: Comprehensive income attributable to noncontrolling interest		—		—		471.8		(280.7	)		191.1

Comprehensive income attributable to common stockholders	$	1,439.3	$	1,440.6	$	652.5	$	(2,093.0	)	$	1,439.4

Condensed, Consolidating Balance Sheet

	September 30, 2013

	Parent			CF Industries			Other Subsidiaries			Eliminations and Reclassifications			Consolidated
	(in millions)
Assets
Current assets:
Cash and cash equivalents	$	0.1		$	72.1		$	2,214.0		$	—		$	2,286.2
Restricted cash		—			—			111.4			—			111.4
Accounts and notes receivable—net		24.1			153.1			689.4			(679.7	)		186.9
Inventories—net		—			66.6			290.8			—			357.4
Prepaid income taxes		0.8			—			61.0			(26.0	)		35.8
Deferred income taxes		—			128.6			44.1			(128.6	)		44.1
Other		—			0.7			37.2			—			37.9

Total current assets		25.0			421.1			3,447.9			(834.3	)		3,059.7
Property, plant and equipment—net		—			452.0			3,798.0			—			4,250.0
Asset retirement obligation funds		—			200.8			—			—			200.8
Investments in and advances to affiliates		4,894.5			7,851.0			931.6			(12,745.3	)		931.8
Due from affiliates		570.7			—			1.7			(572.4	)		—
Goodwill		—			0.9			2,063.6			—			2,064.5
Other assets		—			75.7			216.5			—			292.2

Total assets	$	5,490.2		$	9,001.5		$	10,459.3		$	(14,152.0	)	$	10,799.0

Liabilities and Equity
Current liabilities:
Accounts and notes payable and accrued expenses	$	384.4		$	258.2		$	504.0		$	(679.7	)	$	466.9
Income taxes payable		—			29.6			—			(26.0	)		3.6
Customer advances		—			—			433.3			—			433.3
Other		—			—			9.1			—			9.1

Total current liabilities		384.4			287.8			946.4			(705.7	)		912.9

Long-term debt		—			3,098.0			—			—			3,098.0
Deferred income taxes		—			—			998.7			(128.6	)		870.1
Due to affiliates		—			572.5			—			(572.5	)		—
Other noncurrent liabilities		—			148.7			307.3			—			456.0
Equity:
Stockholders' equity:
Preferred stock		—			—			16.4			(16.4	)		—
Common stock		0.6			—			1.1			(1.1	)		0.6
Paid-in capital		1,659.0			(12.8	)		7,823.0			(7,810.2	)		1,659.0
Retained earnings		3,880.5			4,979.9			82.9			(5,062.7	)		3,880.6
Treasury stock		(361.7	)		—			—			—			(361.7	)
Accumulated other comprehensive income (loss)		(72.6	)		(72.6	)		(72.6	)		145.2			(72.6	)

Total stockholders' equity		5,105.8			4,894.5			7,850.8			(12,745.2	)		5,105.9
Noncontrolling interest		—			—			356.1			—			356.1

Total equity		5,105.8			4,894.5			8,206.9			(12,745.2	)		5,462.0

Total liabilities and equity	$	5,490.2		$	9,001.5		$	10,459.3		$	(14,152.0	)	$	10,799.0

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 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

	Nine months ended September 30, 2013

	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating Activities:
Net earnings	$	1,138.8		$	1,140.3		$	1,150.8		$	(2,238.5	)	$	1,191.4
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities
Depreciation, depletion and amortization		—			42.7			271.1			—			313.8
Deferred income taxes		—			(5.5	)		41.3			—			35.8
Stock compensation expense		9.3			—			0.2			—			9.5
Excess tax benefit from stock-based compensation		(11.4	)		—			—			—			(11.4	)
Unrealized loss (gain) on derivatives		—			—			(4.0	)		—			(4.0	)
Loss (gain) on disposal of property, plant and equipment		—			—			5.0			—			5.0
Undistributed loss (earnings) of affiliates—net		(1,140.3	)		(1,098.3	)		(12.9	)		2,238.6			(12.9	)
Due to / from affiliates—net		11.3			—			(11.3	)		—			—
Changes in:
Accounts and notes receivable—net		(27.3	)		(77.2	)		(92.5	)		241.6			44.6
Margin deposits		—			—			—			—			—
Inventories -net		—			(7.2	)		(79.1	)		—			(86.3	)
Accrued income taxes		(0.8	)		24.1			(256.0	)		—			(232.7	)
Accounts and notes payable and accrued expenses		21.3			188.1			102.0			(242.0	)		69.4
Customer advances		—			—			52.5			—			52.5
Other—net		—			5.2			49.1			0.3			54.6

Net cash provided by (used in) operating activities		0.9			212.2			1,216.2			—			1,429.3

Investing Activities:
Additions to property, plant and equipment		—			(48.1	)		(584.8	)		—			(632.9	)
Proceeds from sale of property, plant and equipment		—			—			11.1			—			11.1
Sales and maturities of short-term and auction rate securities		—			6.6			—			—			6.6
Deposits to restricted cash funds		—			—			(111.4	)		—			(111.4	)
Other—net		—			—			(4.3	)		—			(4.3	)

Net cash provided by (used in) investing activities		—			(41.5	)		(689.4	)		—			(730.9	)

Financing Activities:
Proceeds from long-term borrowings		—			1,498.0			—			—			1,498.0
Short-term Debt—net		363.0			(942.3	)		579.3			—			—
Financing fees		—			(14.5	)		—			—			(14.5	)
Dividends paid on common stock		(71.9	)		(801.9	)		(71.9	)		873.8			(71.9	)
Dividends to / from affiliates		801.9			71.9			—			(873.8	)		—
Distributions to/from noncontrolling interest		—			14.3			(78.7	)		—			(64.4	)
Purchase of treasury stock		(1,111.5	)		—			—			—			(1,111.5	)
Acquisitions of noncontrolling interests in CFL		—			(364.9	)		(553.8	)		—			(918.7	)
Issuances of common stock under employee stock plans		6.3			—			—			—			6.3
Excess tax benefit from stock-based compensation		11.4			—			—			—			11.4

Net cash provided by (used in) financing activities		(0.8	)		(539.4	)		(125.1	)		—			(665.3	)

Effect of exchange rate changes on cash and cash equivalents		—			—			(21.8	)		—			(21.8	)

Increase (decrease) in cash and cash equivalents		0.1			(368.7	)		379.9			—			11.3
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		$	72.1		$	2,214.0		$	—		$	2,286.2

Condensed, Consolidating Statement of Cash Flows

	Nine months ended September 30, 2012

	Parent			CF Industries			Other Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating Activities:
Net earnings	$	1,378.0		$	1,379.3		$	1,075.9		$	(2,265.1	)	$	1,568.1
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation, depletion and amortization		—			94.0			224.7			—			318.7
Deferred income taxes		—			20.7			12.1			—			32.8
Stock compensation expense		8.0			—			0.8			—			8.8
Excess tax benefit from stock-based compensation		(30.0	)		—			—			—			(30.0	)
Unrealized loss (gain) on derivatives		—			(52.3	)		(9.2	)		—			(61.5	)
(Gain) loss on disposal of property, plant and equipment and non-core assets		—			1.3			2.7			—			4.0
Undistributed earnings of affiliates—net		(1,379.3	)		(887.9	)		(56.9	)		2,265.1			(59.0	)
Due to / from affiliates—net		480.7			(480.4	)		(0.3	)		—			—
Changes in:
Accounts and notes receivable—net		—			(35.5	)		(634.1	)		601.8			(67.8	)
Margin deposits		—			0.8			—			—			0.8
Inventories -net		—			(14.4	)		17.6			—			3.2
Accrued income taxes		—			(455.7	)		255.6			—			(200.1	)
Accounts and notes payable and accrued expenses		—			662.0			3.8			(601.8	)		64.0
Customer advances		—			223.6			136.5			—			360.1
Other—net		—			(8.2	)		20.4			—			12.2

Net cash provided by operating activities		457.4			447.3			1,049.6			—			1,954.3

Investing Activities:
Additions to property, plant and equipment		—			(149.4	)		(112.0	)		—			(261.4	)
Proceeds from sale of property, plant and equipment and non-core assets		—			7.5			4.1			—			11.6
Sales and maturities of short-term and auction rate securities		—			31.0			—			—			31.0
Deposit to asset retirement funds		—			(2.2	)		—			—			(2.2	)

Net cash used in investing activities		—			(113.1	)		(107.9	)		—			(221.0	)

Financing Activities:
Payments of long-term debt		—			—			(13.0	)		—			(13.0	)
Advances from unconsolidated affiliates		—			—			40.5			—			40.5
Dividends paid on common stock		(77.4	)		—			—			—			(77.4	)
Dividends to / from affiliates		77.4			(77.4	)		—			—			—
Distributions to/from noncontrolling interest		—			300.5			(513.3	)		—			(212.8	)
Purchase of treasury stock		(500.0	)		—			—			—			(500.0	)
Issuances of common stock under employee stock plans		12.6			—			—			—			12.6
Excess tax benefit from stock-based compensation		30.0			—			—			—			30.0

Net cash (used in) provided by financing activities		(457.4	)		223.1			(485.8	)		—			(720.1	)

Effect of exchange rate changes on cash and cash equivalents		—			(14.2	)		15.3			—			1.1

Increase (decrease) in cash and cash equivalents		—			543.1			471.2			—			1,014.3
Cash and cash equivalents at beginning of period		—			98.7			1,108.3			—			1,207.0

Cash and cash equivalents at end of period	$	—		$	641.8		$	1,579.5		$	—		$	2,221.3