Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

OR
☐	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		20-2697511
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
4 Parkway North		60015
Deerfield,	Illinois	(Zip Code)
(Address of principal executive offices)

(847) 405-2400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
common stock, par value $0.01 per share	CF	New York Stock Exchange

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 ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

199,260,535 shares of the registrant’s common stock, par value $0.01 per share, were outstanding at July 28, 2022.

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	24
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	53
	Item 4.	Controls and Procedures	54
PART II.	Other Information
	Item 1.	Legal Proceedings	54
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55
	Item 6.	Exhibits	55

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,
	2022		2021		2022		2021
	(in millions, except per share amounts)
Net sales	$	3,389	$	1,588	$	6,257	$	2,636
Cost of sales	1,398		1,085		2,568		1,844
Gross margin	1,991		503		3,689		792
Selling, general and administrative expenses	73		60		137		115
U.K. operations restructuring	162		—		162		—
Other operating—net	6		4		8		2
Total other operating costs and expenses	241		64		307		117
Equity in earnings of operating affiliate	28		11		54		22
Operating earnings	1,778		450		3,436		697
Interest expense	82		46		323		94
Interest income	(8)		—		(44)		—
Loss on debt extinguishment	8		—		8		6
Other non-operating—net	—		2		1		2
Earnings before income taxes	1,696		402		3,148		595
Income tax provision	357		85		758		103
Net earnings	1,339		317		2,390		492
Less: Net earnings attributable to noncontrolling interest	174		71		342		95
Net earnings attributable to common stockholders	$	1,165	$	246	$	2,048	$	397
Net earnings per share attributable to common stockholders:
Basic	$	5.59	$	1.14	$	9.83	$	1.84
Diluted	$	5.58	$	1.14	$	9.78	$	1.83
Weighted-average common shares outstanding:
Basic	208.2		215.5		208.4		215.2
Diluted	208.9		216.6		209.4		216.3
Dividends declared per common share	$	0.40	$	0.30	$	0.70	$	0.60

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,
	2022		2021		2022		2021
	(in millions)
Net earnings	$	1,339	$	317	$	2,390	$	492
Other comprehensive (loss) income:
Foreign currency translation adjustment—net of taxes	(27)		10		(40)		24
Defined benefit plans—net of taxes	8		(1)		12		—
	(19)		9		(28)		24
Comprehensive income	1,320		326		2,362		516
Less: Comprehensive income attributable to noncontrolling interest	174		71		342		95
Comprehensive income attributable to common stockholders	$	1,146	$	255	$	2,020	$	421

See accompanying Notes to Unaudited Consolidated Financial Statements.

2

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	June 30,   2022		December 31,   2021
	(in millions, except share and per share amounts)
Assets
Current assets:
Cash and cash equivalents	$	2,370	$	1,628
Accounts receivable—net	724		497
Inventories	497		408
Prepaid income taxes	72		4
Other current assets	75		56
Total current assets	3,738		2,593
Property, plant and equipment—net	6,622		7,081
Investment in affiliate	79		82
Goodwill	2,090		2,091
Operating lease right-of-use assets	227		243
Other assets	667		285
Total assets	$	13,423	$	12,375
Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses	$	806	$	565
Income taxes payable	103		24
Customer advances	72		700
Current operating lease liabilities	87		89
Other current liabilities	29		54
Total current liabilities	1,097		1,432
Long-term debt	2,964		3,465
Deferred income taxes	1,025		1,029
Operating lease liabilities	147		162
Other liabilities	676		251
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, 2022—207,498,604 shares issued and 2021—207,603,940 shares issued	2		2
Paid-in capital	1,474		1,375
Retained earnings	3,729		2,088
Treasury stock—at cost, 2022—3,753,372 shares and 2021—27,962 shares	(331)		(2)
Accumulated other comprehensive loss	(285)		(257)
Total stockholders’ equity	4,589		3,206
Noncontrolling interest	2,925		2,830
Total equity	7,514		6,036
Total liabilities and equity	$	13,423	$	12,375

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, except per share amounts)
Balance as of March 31, 2022	$	2	$	(123)	$	1,482	$	2,907	$	(266)	$	4,002	$	2,751	$	6,753
Net earnings	—		—		—		1,165		—		1,165		174		1,339
Other comprehensive loss	—		—		—		—		(19)		(19)		—		(19)
Purchases of treasury stock	—		(490)		—		—		—		(490)		—		(490)
Retirement of treasury stock	—		281		(23)		(260)		—		(2)		—		(2)
Issuance of $0.01 par value common stock under employee stock plans	—		1		3		—		—		4		—		4
Stock-based compensation expense	—		—		12		—		—		12		—		12
Cash dividends ($0.40 per share)	—		—		—		(83)		—		(83)		—		(83)
Balance as of June 30, 2022	$	2	$	(331)	$	1,474	$	3,729	$	(285)	$	4,589	$	2,925	$	7,514

Balance as of December 31, 2021	$	2	$	(2)	$	1,375	$	2,088	$	(257)	$	3,206	$	2,830	$	6,036
Net earnings	—		—		—		2,048		—		2,048		342		2,390
Other comprehensive loss	—		—		—		—		(28)		(28)		—		(28)
Purchases of treasury stock	—		(590)		—		—		—		(590)		—		(590)
Retirement of treasury stock	—		283		(23)		(260)		—		—		—		—
Acquisition of treasury stock under employee stock plans	—		(23)		—		—		—		(23)		—		(23)
Issuance of $0.01 par value common stock under employee stock plans	—		1		100		—		—		101		—		101
Stock-based compensation expense	—		—		22		—		—		22		—		22
Cash dividends ($0.70 per share)	—		—		—		(147)		—		(147)		—		(147)
Distribution declared to noncontrolling interest	—		—		—		—		—		—		(247)		(247)
Balance as of June 30, 2022	$	2	$	(331)	$	1,474	$	3,729	$	(285)	$	4,589	$	2,925	$	7,514

(Continued)

CONSOLIDATED STATEMENTS OF EQUITY

(Continued) (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, except per share amounts)
Balance as of March 31, 2021	$	2	$	(14)	$	1,333	$	2,013	$	(305)	$	3,029	$	2,641	$	5,670
Net earnings	—		—		—		246		—		246		71		317
Other comprehensive income	—		—		—		—		9		9		—		9
Retirement of treasury stock	—		13		(2)		(11)		—		—		—		—
Issuance of $0.01 par value common stock under employee stock plans	—		1		18		—		—		19		—		19
Stock-based compensation expense	—		—		8		—		—		8		—		8
Cash dividends ($0.30 per share)	—		—		—		(65)		—		(65)		—		(65)
Balance as of June 30, 2021	$	2	$	—	$	1,357	$	2,183	$	(296)	$	3,246	$	2,712	$	5,958

Balance as of December 31, 2020	$	2	$	(4)	$	1,317	$	1,927	$	(320)	$	2,922	$	2,681	$	5,603
Net earnings	—		—		—		397		—		397		95		492
Other comprehensive income	—		—		—		—		24		24		—		24
Retirement of treasury stock	—		13		(2)		(11)		—		—		—		—
Acquisition of treasury stock under employee stock plans	—		(10)		—		—		—		(10)		—		(10)
Issuance of $0.01 par value common stock under employee stock plans	—		1		26		—		—		27		—		27
Stock-based compensation expense	—		—		16		—		—		16		—		16
Cash dividends ($0.60 per share)	—		—		—		(130)		—		(130)		—		(130)
Distribution declared to noncontrolling interest	—		—		—		—		—		—		(64)		(64)
Balance as of June 30, 2021	$	2	$	—	$	1,357	$	2,183	$	(296)	$	3,246	$	2,712	$	5,958

See accompanying Notes to Unaudited Consolidated Financial Statements.

4

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended   June 30,
	2022		2021
	(in millions)
Operating Activities:
Net earnings	$	2,390	$	492
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	431		447
Deferred income taxes	—		(31)
Stock-based compensation expense	22		16
Loss on debt extinguishment	8		6
Unrealized net gain on natural gas derivatives	(50)		(6)
Unrealized loss on embedded derivative	—		2
U.K. operations restructuring asset impairment	152		—
Gain on sale of emission credits	(3)		—
Loss on disposal of property, plant and equipment	—		2
Undistributed earnings of affiliate—net of taxes	(3)		(4)
Changes in:
Accounts receivable—net	(239)		(137)
Inventories	(99)		(9)
Accrued and prepaid income taxes	12		—
Accounts payable and accrued expenses	223		85
Customer advances	(628)		(121)
Other—net	64		(36)
Net cash provided by operating activities	2,280		706
Investing Activities:
Additions to property, plant and equipment	(129)		(181)
Proceeds from sale of property, plant and equipment	1		—
Distributions received from unconsolidated affiliate	4		—
Purchase of investments held in nonqualified employee benefit trust	(1)		(12)
Proceeds from sale of investments held in nonqualified employee benefit trust	1		12
Purchase of emission credits	(9)		—
Proceeds from sale of emission credits	12		—
Other—net	—		(1)
Net cash used in investing activities	(121)		(182)
Financing Activities:
Payments of long-term borrowings	(507)		(255)
Financing fees	(4)		—
Dividends paid on common stock	(147)		(130)
Distributions to noncontrolling interest	(247)		(64)
Purchases of treasury stock	(577)		—
Proceeds from issuances of common stock under employee stock plans	101		26
Cash paid for shares withheld for taxes	(23)		(10)
Net cash used in financing activities	(1,404)		(433)
Effect of exchange rate changes on cash and cash equivalents	(13)		3
Increase in cash and cash equivalents	742		94
Cash and cash equivalents at beginning of period	1,628		683
Cash and cash equivalents at end of period	$	2,370	$	777

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

Our mission is to provide clean energy to feed and fuel the world sustainably. With our employees focused on safe and reliable operations, environmental stewardship, and disciplined capital and corporate management, we are on a path to decarbonize our ammonia production network – the world’s largest – to enable green and blue hydrogen and nitrogen products for energy, fertilizer, emissions abatement and other industrial activities. Our nine nitrogen manufacturing complexes in the United States, Canada and the United Kingdom, an extensive storage, transportation and distribution network in North America, and logistics capabilities enabling a global reach underpin our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy. Our principal customers are cooperatives, independent fertilizer distributors, traders, wholesalers and industrial users. Our core product is anhydrous ammonia (ammonia), which contains 82% nitrogen and 18% hydrogen. Our nitrogen products that are upgraded from ammonia are granular urea, urea ammonium nitrate solution (UAN) and ammonium nitrate (AN). Our other nitrogen products include diesel exhaust fluid (DEF), urea liquor, nitric acid and aqua ammonia, which are sold primarily to our industrial customers, and compound fertilizer products (NPKs), which are solid granular fertilizer products for which the nutrient content is a combination of nitrogen, phosphorus and potassium.

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. All references to “CF Industries” refer to CF Industries, Inc., a 100% owned subsidiary of CF Industries Holdings, Inc.

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, 2021, in accordance with U.S. generally accepted accounting principles (GAAP) 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 accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP 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.

The accompanying unaudited interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements and related disclosures included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 24, 2022. The preparation of the unaudited interim consolidated financial statements requires us to make use of estimates and assumptions that may significantly affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the unaudited consolidated financial statements and the reported revenues and expenses for the periods presented. Such estimates and assumptions are used for, but are not limited to, net realizable value of inventories, environmental remediation liabilities, environmental and litigation contingencies, plant closure and asset retirement obligations, the cost of carbon credits required to meet environmental regulations, the cost of customer incentives, the cost to fulfill contractual commitments to our customers, useful lives of property and identifiable intangible assets, the assumptions used in the evaluation of potential impairments of property, investments, identifiable intangible assets and goodwill, income tax reserves and the assessment of the realizability of deferred tax assets, assumptions used in the determination of the funded status and annual expense of defined benefit pension and other postretirement benefit plans and the valuation of stock-based compensation awards granted to employees.

6

CF INDUSTRIES HOLDINGS, INC.

2.   Revenue Recognition

We track our revenue by product and by geography. See Note 17—Segment Disclosures for our revenue by reportable segment, which are Ammonia, Granular Urea, UAN, AN and Other. The following table summarizes our revenue by product and by geography (based on destination of our shipment) for the three and six months ended June 30, 2022 and 2021:

	Ammonia		Granular Urea		UAN		AN		Other		Total
	(in millions)
Three months ended June 30, 2022
North America	$	987	$	816	$	877	$	76	$	180	$	2,936
Europe and other	128		17		99		177		32		453
Total revenue	$	1,115	$	833	$	976	$	253	$	212	$	3,389
Three months ended June 30, 2021
North America	$	431	$	433	$	403	$	55	$	92	$	1,414
Europe and other	28		—		31		81		34		174
Total revenue	$	459	$	433	$