10-Q

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 September 30, 2023

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)

(Registrant’s telephone number, including area code): (847) 405-2400

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 ☒

191,056,501 shares of the registrant’s common stock, par value $0.01 per share, were outstanding at October 31, 2023.

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	6
		Notes to Unaudited Consolidated Financial Statements	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52
	Item 4.	Controls and Procedures	53
PART II.	Other Information
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
	Item 5.	Other Information	53
	Item 6.	Exhibits	53

CF INDUSTRIES HOLDINGS, INC.

PART I—FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended   September 30,				Nine months ended   September 30,
	2023		2022		2023		2022
	(in millions, except per share amounts)
Net sales	$	1,273	$	2,321	$	5,060	$	8,578
Cost of sales	896		1,405		3,016		3,973
Gross margin	377		916		2,044		4,605
Selling, general and administrative expenses	68		66		213		203
U.K. long-lived and intangible asset impairment	—		87		—		239
U.K. operations restructuring	5		8		7		18
Transaction costs	11		—		27		—
Other operating—net	13		25		(19)		33
Total other operating costs and expenses	97		186		228		493
Equity in (losses) earnings of operating affiliate	(36)		20		(12)		74
Operating earnings	244		750		1,804		4,186
Interest expense	39		46		115		369
Interest income	(45)		(12)		(115)		(56)
Loss on debt extinguishment	—		—		—		8
Other non-operating—net	(3)		23		(8)		24
Earnings before income taxes	253		693		1,812		3,841
Income tax provision	23		155		326		913
Net earnings	230		538		1,486		2,928
Less: Net earnings attributable to noncontrolling interest	66		100		235		442
Net earnings attributable to common stockholders	$	164	$	438	$	1,251	$	2,486
Net earnings per share attributable to common stockholders:
Basic	$	0.85	$	2.19	$	6.44	$	12.09
Diluted	$	0.85	$	2.18	$	6.42	$	12.04
Weighted-average common shares outstanding:
Basic	192.4		200.2		194.4		205.6
Diluted	192.9		200.9		194.9		206.5
Dividends declared per common share	$	0.40	$	0.40	$	1.20	$	1.10

See accompanying Notes to Unaudited Consolidated Financial Statements.

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CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three months ended   September 30,				Nine months ended   September 30,
	2023		2022		2023		2022
	(in millions)
Net earnings	$	230	$	538	$	1,486	$	2,928
Other comprehensive (loss) income:
Foreign currency translation adjustment—net of taxes	(27)		(9)		3		(49)
Defined benefit plans—net of taxes	1		24		2		36
	(26)		15		5		(13)
Comprehensive income	204		553		1,491		2,915
Less: Comprehensive income attributable to noncontrolling interest	66		100		235		442
Comprehensive income attributable to common stockholders	$	138	$	453	$	1,256	$	2,473

See accompanying Notes to Unaudited Consolidated Financial Statements.

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CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	September 30,  2023		December 31,  2022
	(in millions, except share and per share amounts)
Assets
Current assets:
Cash and cash equivalents	$	3,254	$	2,323
Accounts receivable—net	417		582
Inventories	318		474
Prepaid income taxes	147		215
Other current assets	54		79
Total current assets	4,190		3,673
Property, plant and equipment—net	6,156		6,437
Investment in affiliate	32		74
Goodwill	2,089		2,089
Operating lease right-of-use assets	277		254
Other assets	799		786
Total assets	$	13,543	$	13,313
Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses	$	497	$	575
Income taxes payable	20		3
Customer advances	282		229
Current operating lease liabilities	101		93
Other current liabilities	26		95
Total current liabilities	926		995
Long-term debt	2,967		2,965
Deferred income taxes	882		958
Operating lease liabilities	179		167
Other liabilities	288		375
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, 2023—192,963,252 shares issued and 2022—195,604,404 shares issued	2		2
Paid-in capital	1,416		1,412
Retained earnings	4,681		3,867
Treasury stock—at cost, 2023—1,911,732 shares and 2022—0 shares	(151)		—
Accumulated other comprehensive loss	(225)		(230)
Total stockholders’ equity	5,723		5,051
Noncontrolling interest	2,578		2,802
Total equity	8,301		7,853
Total liabilities and equity	$	13,543	$	13,313

See accompanying Notes to Unaudited Consolidated Financial Statements.

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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 June 30, 2023	$	2	$	(226)	$	1,430	$	4,797	$	(199)	$	5,804	$	2,716	$	8,520
Net earnings	—		—		—		164		—		164		66		230
Other comprehensive loss	—		—		—		—		(26)		(26)		—		(26)
Purchases of treasury stock	—		(151)		—		—		—		(151)		—		(151)
Retirement of treasury stock	—		226		(24)		(202)		—		—		—		—
Stock-based compensation expense	—		—		10		—		—		10		—		10
Dividends and dividend equivalents ($0.40 per share)	—		—		—		(78)		—		(78)		—		(78)
Distribution declared to noncontrolling interest	—		—		—		—		—		—		(204)		(204)
Balance as of September 30, 2023	$	2	$	(151)	$	1,416	$	4,681	$	(225)	$	5,723	$	2,578	$	8,301

Balance as of December 31, 2022	$	2	$	—	$	1,412	$	3,867	$	(230)	$	5,051	$	2,802	$	7,853
Net earnings	—		—		—		1,251		—		1,251		235		1,486
Other comprehensive income	—		—		—		—		5		5		—		5
Purchases of treasury stock	—		(357)		—		—		—		(357)		—		(357)
Retirement of treasury stock	—		226		(24)		(202)		—		—		—		—
Acquisition of treasury stock under employee stock plans	—		(22)		—		—		—		(22)		—		(22)
Issuance of $0.01 par value common stock under employee stock plans	—		2		(1)		—		—		1		—		1
Stock-based compensation expense	—		—		29		—		—		29		—		29
Dividends and dividend equivalents ($1.20 per share)	—		—		—		(235)		—		(235)		—		(235)
Distributions declared to noncontrolling interest	—		—		—		—		—		—		(459)		(459)
Balance as of September 30, 2023	$	2	$	(151)	$	1,416	$	4,681	$	(225)	$	5,723	$	2,578	$	8,301

(Continued)

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CF INDUSTRIES HOLDINGS, INC.

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 June 30, 2022	$	2	$	(331)	$	1,474	$	3,729	$	(285)	$	4,589	$	2,925	$	7,514
Net earnings	—		—		—		438		—		438		100		538
Other comprehensive income	—		—		—		—		15		15		—		15
Purchases of treasury stock	—		(532)		—		—		—		(532)		—		(532)
Issuance of $0.01 par value common stock under employee stock plans	—		—		4		—		—		4		—		4
Stock-based compensation expense	—		—		10		—		—		10		—		10
Cash dividends ($0.40 per share)	—		—		—		(80)		—		(80)		—		(80)
Distribution declared to noncontrolling interest	—		—		—		—		—		—		(372)		(372)
Balance as of September 30, 2022	$	2	$	(863)	$	1,488	$	4,087	$	(270)	$	4,444	$	2,653	$	7,097
Balance as of December 31, 2021	$	2	$	(2)	$	1,375	$	2,088	$	(257)	$	3,206	$	2,830	$	6,036
Net earnings	—		—		—		2,486		—		2,486		442		2,928
Other comprehensive loss	—		—		—		—		(13)		(13)		—		(13)
Purchases of treasury stock	—		(1,122)		—		—		—		(1,122)		—		(1,122)
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		104		—		—		105		—		105
Stock-based compensation expense	—		—		32		—		—		32		—		32
Cash dividends ($1.10 per share)	—		—		—		(227)		—		(227)		—		(227)
Distributions declared to noncontrolling interest	—		—		—		—		—		—		(619)		(619)
Balance as of September 30, 2022	$	2	$	(863)	$	1,488	$	4,087	$	(270)	$	4,444	$	2,653	$	7,097

See accompanying Notes to Unaudited Consolidated Financial Statements.

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CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months ended   September 30,
	2023		2022
	(in millions)
Operating Activities:
Net earnings	$	1,486	$	2,928
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	640		652
Deferred income taxes	(73)		(7)
Stock-based compensation expense	29		32
Loss on debt extinguishment	—		8
Unrealized net gain on natural gas derivatives	(65)		(39)
Impairment of equity method investment in PLNL	43		—
U.K. long-lived and intangible asset impairment	—		239
Pension settlement loss	—		24
Gain on sale of emission credits	(39)		(6)
Loss on disposal of property, plant and equipment	4		1
Undistributed earnings of affiliate—net of taxes	(2)		(10)
Changes in:
Accounts receivable—net	165		(245)
Inventories	130		(131)
Accrued and prepaid income taxes	57		(168)
Accounts payable and accrued expenses	(116)		111
Customer advances	53		(188)
Other—net	(35)		69
Net cash provided by operating activities	2,277		3,270
Investing Activities:
Additions to property, plant and equipment	(311)		(319)
Proceeds from sale of property, plant and equipment	1		1
Distributions received from unconsolidated affiliate	—		4
Purchase of investments held in nonqualified employee benefit trust	—		(1)
Proceeds from sale of investments held in nonqualified employee benefit trust	—		1
Purchase of emission credits	—		(9)
Proceeds from sale of emission credits	39		15
Net cash used in investing activities	(271)		(308)
Financing Activities:
Payments of long-term borrowings	—		(507)
Financing fees	—		(4)
Dividends paid	(235)		(227)
Distributions to noncontrolling interest	(459)		(619)
Purchases of treasury stock	(355)		(1,096)
Proceeds from issuances of common stock under employee stock plans	1		106
Cash paid for shares withheld for taxes	(22)		(23)
Net cash used in financing activities	(1,070)		(2,370)
Effect of exchange rate changes on cash and cash equivalents	(5)		(28)
Increase in cash and cash equivalents	931		564
Cash and cash equivalents at beginning of period	2,323		1,628
Cash and cash equivalents at end of period	$	3,254	$	2,192

See accompanying Notes to Unaudited Consolidated Financial Statements.

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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 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.

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, 2022, 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, 2022, filed with the SEC on February 23, 2023. 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 interim 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 emission credits required to meet environmental regulations, the cost of customer incentives, useful lives of property and identifiable intangible assets, 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, the determination of the funded status and annual expense of defined benefit pension and other postretirement plans and the valuation of stock-based compensation awards granted to employees.

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CF INDUSTRIES HOLDINGS, INC.

2.   Revenue Recognition

We track our revenue by product and by geography. See Note 16—Segment Disclosures for the revenue of each of our reportable segments, 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 nine months ended September 30, 2023 and 2022:

	Ammonia		Granular Urea		UAN		AN		Other		Total
	(in millions)
Three months ended September 30, 2023
North America	$	165	$	340	$	330	$	50	$	111	$	996
Europe and other	70		20		105		64		18		277
Total revenue	$	235	$	360	$	435	$	114	$	129	$	1,273
Three months ended September 30, 2022
North America	$	367	$	571	$	531	$	70	$	132	$	1,671
Europe and other	164		118		205		110		53		650
Total revenue	$	531	$	689	$	736	$	180	$	185	$	2,321
Nine months ended September 30, 2023
North America	$	955	$	1,375	$	1,312	$	189	$	357	$	4,188
Europe and other	229		56		338		188		61		872
Total revenue	$	1,184	$	1,431	$	1,650	$	377	$	418	$	5,060
Nine months ended September 30, 2022
North America	$	1,937	$	2,123	$	2,421	$	229	$	465	$	7,175
Europe and other	349		164		306		427		157		1,403
Total revenue	$	2,286	$	2,287	$	2,727	$	656	$	622	$	8,578

As of September 30, 2023 and December 31, 2022, we had $282 million and $229 million, respectively, in customer advances on our consolidated balance sheets. During the nine months ended September 30, 2023 and 2022, substantially all of the customer advances at the beginning of each respective period were recognized as revenue.

We offer cash incentives to certain customers generally based on the volume of their purchases over the fertilizer year ending June 30. Our cash incentives do not provide an option to the customer for additional product. The balances of customer incentives accrued as of September 30, 2023 and December 31, 2022 were not material.

We have certain customer contracts with performance obligations under which, if the customer does not take the required amount of product specified in the contract, then the customer is required to make a payment to us, the amount of which payment may vary based upon the terms and conditions of the applicable contract. As of September 30, 2023, excluding contracts with original durations of less than one year, and based on the minimum product tonnage to be sold and current market price estimates, our remaining performance obligations under these contracts were approximately $910 million. We expect to recognize approximately 14% of these performance obligations as revenue in the remainder of 2023, approximately 52% as revenue during 2024-2026, approximately 15% as revenue during 2027-2029, and the remainder thereafter. Subject to the terms and conditions of the applicable contracts, if the customers do not satisfy their purchase obligations under such contracts, the minimum amount that they would be required to pay to us under such contracts, in the aggregate, was approximately $280 million as of September 30, 2023. Other than the performance obligations described above, we expect that any performance obligations under our customer contracts that were unfulfilled or partially fulfilled at December 31, 2022 will be satisfied in 2023.

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CF INDUSTRIES HOLDINGS, INC.

3.   Net Earnings Per Share

Net earnings per share were computed as follows:

	Three months ended   September 30,				Nine months ended   September 30,
	2023		2022		2023		2022
	(in millions, except per share amounts)
Net earnings attributable to common stockholders	$	164	$	438	$	1,251	$	2,486
Basic earnings per common share:
Weighted-average common shares outstanding	192.4		200.2		194.4		205.6
Net earnings attributable to common stockholders	$	0.85	$	2.19	$	6.44	$	12.09
Diluted earnings per common share:
Weighted-average common shares outstanding	192.4		200.2		194.4		205.6
Dilutive common shares—stock-based awards	0.5		0.7		0.5		0.9
Diluted weighted-average common shares outstanding	192.9		200.9		194.9		206.5
Net earnings attributable to common stockholders	$	0.85	$	2.18	$	6.42	$	12.04

Diluted earnings per common share is calculated using weighted-average common shares outstanding, including the dilutive effect of stock-based awards as determined under the treasury stock method. In the computation of diluted earnings per common share, potentially dilutive stock-based awards are excluded if the effect of their inclusion is anti-dilutive. Shares for anti-dilutive stock-based awards not included in the computation of diluted earnings per common share were zero in both the three and nine months ended September 30, 2023 and the three and nine months ended September 30, 2022.

4.   Inventories

Inventories consist of the following:

	September 30,  2023		December 31,  2022
	(in millions)
Finished goods	$	279	$	437
Raw materials, spare parts and supplies	39		37
Total inventories	$	318	$	474

5.   United Kingdom Operations Restructuring

In the second quarter of 2022, we approved and announced our proposed plan to restructure our U.K. operations, including the planned permanent closure of the Ince facility, which had been idled since September 2021, and optimization of the remaining manufacturing operations at our Billingham facility. Pursuant to our proposed plan to restructure our U.K. operations and dispose of the Ince facility assets before we originally intended, we concluded that an evaluation of our long-lived assets and an impairment test was required. Our assessment then identified the U.K. asset groups as U.K. Ammonia, U.K. AN and U.K. Other, comprising our ongoing U.K. operations, and Ince, U.K. In response to this impairment indicator, we compared the undiscounted cash flows expected to result from the use and eventual disposition of the Ince, U.K. asset group to its carrying amount and concluded the carrying amount was not recoverable and should be adjusted to its fair value. As a result, in the second quarter of 2022, we recorded total charges of $162 million related to the Ince facility as follows:

•asset impairment charges of $152 million consisting of the following:

◦an impairment charge of $135 million related to property, plant and equipment that is planned for abandonment at the Ince facility, including a liability of approximately $9 million for the costs of certain asset retirement activities related to the Ince site;

◦an intangible asset impairment charge of $8 million related to trade names; and

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CF INDUSTRIES HOLDINGS, INC.

◦an impairment charge of $9 million related to the write-down of spare parts and certain raw materials at the Ince facility;

and

•a charge for post-employment benefits totaling $10 million, which is included in the U.K. operations restructuring line item in our consolidated statements of operations, related to contractual and statutory obligations due to employees whose employment would be terminated in the proposed plan.

In August 2022, the final restructuring plan for our U.K. operations was approved, and decommissioning activities at our Ince facility were initiated. As a result, in the third quarter of 2022, we incurred additional charges related to our U.K. restructuring of $8 million, primarily related to one-time termination benefits, which are included in the U.K. operations restructuring line item in our consolidated statement of operations. As of June 30, 2023, the decommissioning of our Ince facility and other approved restructuring actions had been completed.

In the third quarter of 2022, the United Kingdom continued to experience extremely high and volatile natural gas prices. Russian natural gas pipeline flows to Europe via the Nord Stream 1 pipeline ceased, causing the United Kingdom to experience unprecedented natural gas prices. In addition, the European Union announced a desire to cap the price that Europe would pay Russia for natural gas deliveries, further contributing to the uncertainty in European energy markets. Given these factors and the lack of a corresponding increase in global nitrogen product market prices, in September 2022, we idled ammonia production at our Billingham complex. As a result, we concluded that an additional impairment test was triggered for the asset groups that comprise the continuing U.K. operations. The results of our impairment test indicated that the carrying values for our U.K. Ammonia and U.K. AN asset groups exceeded the undiscounted estimated future cash flows. As a result, we recognized asset impairment charges of $87 million, primarily related to property, plant and equipment and definite-lived intangible assets, which are included in the U.K. long-lived and intangible asset impairment line item in our consolidated statement of operations.

In July 2023, we approved and announced our proposed plan to permanently close the Billingham ammonia plant, and, in September 2023, the final plan was approved. As a result, in the third quarter of 2023, we recognized total charges of $5 million consisting primarily of the recognition of an asset retirement obligation and post-employment benefits related to contractual and statutory obligations due to employees whose employment would be terminated.

6.   Property, Plant and Equipment—Net

Property, plant and equipment—net consists of the following:

	September 30,  2023		December 31,  2022
	(in millions)
Land	$	114	$	113
Machinery and equipment	12,716		12,633
Buildings and improvements	923		914
Construction in progress	339		203
Property, plant and equipment(1)	14,092		13,863
Less: Accumulated depreciation and amortization	7,936		7,426
Property, plant and equipment—net	$	6,156	$	6,437

_______________________________________________________________________________

(1)As of September 30, 2023 and December 31, 2022, we had property, plant and equipment that was accrued but unpaid of approximately $80 million and $53 million, respectively. As of September 30, 2022 and December 31, 2021, we had property, plant and equipment that was accrued but unpaid of approximately $60 million and $35 million, respectively.

Depreciation and amortization related to property, plant and equipment was $211 million and $633 million for the three and nine months ended September 30, 2023, respectively, and $219 million and $643 million for the three and nine months ended September 30, 2022, respectively.

Plant turnarounds—Scheduled inspections, replacements and overhauls of plant machinery and equipment at our continuous process manufacturing facilities during a full plant shutdown are referred to as plant turnarounds. The expenditures related to turnarounds are capitalized in property, plant and equipment when incurred.

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CF INDUSTRIES HOLDINGS, INC.

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

The following is a summary of capitalized plant turnaround costs:

	Nine months ended   September 30,
	2023		2022
	(in millions)
Net capitalized turnaround costs as of January 1	$	312	$	355
Additions	121		84
Depreciation	(95)		(101)
Impairment related to U.K. operations	—		(21)
Effect of exchange rate changes and other	(4)		(7)
Net capitalized turnaround costs as of September 30	$	334	$	310

7.   Equity Method Investment

We have a 50% ownership interest in Point Lisas Nitrogen Limited (PLNL), which operates an ammonia production facility in the Republic of Trinidad and Tobago. We include our share of the net earnings from this equity method investment as an element of earnings from operations because PLNL provides additional production to our operations and is integrated with our other supply chain and sales activities in the Ammonia segment.

PLNL operates an ammonia plant that relies on natural gas supplied, under a gas sales contract (the NGC Contract), by The National Gas Company of Trinidad and Tobago Limited (NGC). The NGC Contract had an expiration date of September 2023. In the third quarter of 2023, PLNL entered into a new gas sales contract with NGC (the New NGC Contract), which is effective October 2023 through December 2025.

In the third quarter of 2023 and due to the terms of the New NGC Contract, we assessed our investment in PLNL for impairment and determined that the carrying value of our equity method investment in PLNL exceeded its fair value. As a result, we recorded an impairment of our equity method investment in PLNL of $43 million, which is reflected in equity in (losses) earnings of operating affiliate on our consolidated statements of operations for the three and nine months ended September 30, 2023. As of September 30, 2023, the total carrying value of our equity method investment in PLNL was $32 million.

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 $20 million and $115 million for the three and nine months ended September 30, 2023, respectively, and $61 million and $212 million for the three and nine months ended September 30, 2022, respectively.

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CF INDUSTRIES HOLDINGS, INC.

8.   Fair Value Measurements

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

	September 30, 2023
	Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value
	(in millions)
Cash	$	193	$	—	$	—	$	193
Cash equivalents:
U.S. and Canadian government obligations	2,687		—		—		2,687
Other debt securities	374		—		—		374
Total cash and cash equivalents	$	3,254	$	—	$	—	$	3,254
Nonqualified employee benefit trusts	16		—		—		16

	December 31, 2022
	Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value
	(in millions)
Cash	$	153	$	—	$	—	$	153
Cash equivalents:
U.S. and Canadian government obligations	1,902		—		—		1,902
Other debt securities	268		—		—		268
Total cash and cash equivalents	$	2,323	$	—	$	—	$	2,323
Nonqualified employee benefit trusts	16		—		—		16

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 U.S. and Canadian federal governments; 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 as of September 30, 2023 and December 31, 2022 that are recognized at fair value on a recurring basis, and indicate the fair value hierarchy utilized to determine such fair value:

	September 30, 2023
	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash equivalents	$	3,061	$	3,061	$	—	$	—
Nonqualified employee benefit trusts	16		16		—		—
Derivative assets	8		—		8		—
Derivative liabilities	(16)		—		(16)		—

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CF INDUSTRIES HOLDINGS, INC.

	December 31, 2022
	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash equivalents	$	2,170	$	2,170	$	—	$	—
Nonqualified employee benefit trusts	16		16		—		—
Derivative assets	12		—		12		—
Derivative liabilities	(85)		—		(85)		—

Cash Equivalents

Cash equivalents include highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less. As of September 30, 2023 and December 31, 2022, our cash equivalents consisted primarily of U.S. and Canadian government obligations and money market mutual funds that invest in U.S. government obligations and other investment-grade securities.

Nonqualified Employee Benefit Trusts

We maintain trusts associated with certain nonqualified supplemental pension plans. The fair values of the trust assets are based on daily quoted prices in an active market, which represent the net asset values of the shares held in the trusts, and are included on our consolidated balance sheets in other assets. Debt securities are accounted for as available-for-sale securities, and changes in fair value are reported in other comprehensive income. Changes in the fair value of available-for-sale equity securities in the trust assets are recognized through earnings.

Derivative Instruments

The derivative instruments that we use are primarily natural gas fixed price swaps, basis swaps and options traded in the over-the-counter markets with multi-national commercial banks, other major financial institutions or large energy companies. The natural gas derivative contracts represent anticipated natural gas needs for future periods, and settlements are scheduled to coincide with anticipated natural gas purchases during those future periods. The natural gas derivative contracts settle using primarily a NYMEX futures price index. 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 independent third party. See Note 13—Derivative Financial Instruments for additional information.

Financial Instruments

The carrying amount and estimated fair value of our financial instruments are as follows:

	September 30, 2023				December 31, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in millions)
Long-term debt	$	2,967	$	2,656	$	2,965	$	2,764

The fair value of our long-term debt was based on quoted prices for identical or similar liabilities in markets that are not active or valuation models in which all significant inputs and value drivers are observable and, as a result, they are classified as Level 2 inputs.

The carrying amounts of cash and cash equivalents, as well as any instruments included in other current assets and other current liabilities that meet the definition of financial instruments, approximate fair values because of their short-term maturities.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

We also have assets and liabilities that may be measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment, when there is allocation of purchase price in an acquisition or when a new liability is being established that requires fair value measurement. These include long-lived assets, goodwill and other

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CF INDUSTRIES HOLDINGS, INC.

intangible assets and investments in unconsolidated subsidiaries, such as equity method investments, which may be written down to fair value as a result of impairment. The fair value measurements related to each of these rely primarily on Company-specific inputs and the Company’s assumptions about the use of the assets. Since certain of the Company’s assumptions would involve inputs that are not observable, these fair values would reside within Level 3 of the fair value hierarchy.

In the third quarter of 2023, we determined the carrying value of our equity method investment in PLNL exceeded its fair value and recorded an impairment of our equity method investment in PLNL of $43 million. See Note 7—Equity Method Investment for additional information.

9.   Income Taxes

For the three months ended September 30, 2023, we recorded an income tax provision of $23 million on pre-tax income of $253 million, or an effective tax rate of 9.1%, compared to an income tax provision of $155 million on pre-tax income of $693 million, or an effective tax rate of 22.3%, for the three months ended September 30, 2022. For the three months ended September 30, 2023, our income tax provision includes a $9 million income tax benefit arising from the finalization of tax return filing positions and adjustments to accrued withholding taxes as a result of changes reflected on our filed U.S. federal return. This income tax benefit in relation to pre-tax income of $253 million contributed to a lower effective tax rate in the third quarter of 2023 compared to the U.S. statutory rate of 21%.

For the nine months ended September 30, 2023, we recorded an income tax provision of $326 million on pre-tax income of $1.81 billion, or an effective tax rate of 18.0%, compared to an income tax provision of $913 million on pre-tax income of $3.84 billion, or an effective tax rate of 23.8%, for the nine months ended September 30, 2022.

For the three and nine months ended September 30, 2022, our income tax provision includes $18 million of income tax expense to record a valuation allowance in the United Kingdom due to the uncertainty surrounding the realization of the deferred tax assets as a result of the impairment described in Note 5—United Kingdom Operations Restructuring. In addition, for the nine months ended September 30, 2022, our income tax provision includes $22 million of income tax benefit due to share-based compensation activity and $78 million of income tax provision related to the Canada Revenue Agency Competent Authority Matter, as discussed below.

Our effective tax rate is impacted by earnings attributable to the noncontrolling interest in CF Industries Nitrogen, LLC (CFN), as our consolidated income tax provision does not include a tax provision on the earnings attributable to the noncontrolling interest. Our effective tax rate for the three months ended September 30, 2023 of 9.1%, which is based on pre-tax income of $253 million, including $66 million of earnings attributable to the noncontrolling interest, would be 3.2 percentage points higher if based on pre-tax income exclusive of the $66 million of earnings attributable to the noncontrolling interest. Our effective tax rate for the three months ended September 30, 2022 of 22.3%, which is based on pre-tax income of $693 million, including $100 million of earnings attributable to the noncontrolling interest, would be 3.7 percentage points higher if based on pre-tax income exclusive of the $100 million of earnings attributable to the noncontrolling interest.

Our effective tax rate for the nine months ended September 30, 2023 of 18.0%, which is based on pre-tax income of $1.81 billion, including $235 million of earnings attributable to the noncontrolling interest, would be 2.7 percentage points higher if based on pre-tax income exclusive of the $235 million of earnings attributable to the noncontrolling interest. Our effective tax rate for the nine months ended September 30, 2022 of 23.8%, which is based on pre-tax income of $3.84 billion, including $442 million of earnings attributable to the noncontrolling interest, would be 3.1 percentage points higher if based on pre-tax income exclusive of the $442 million of earnings attributable to the noncontrolling interest.

Canada Revenue Agency Competent Authority Matter

In 2016, the Canada Revenue Agency (CRA) and Alberta Tax and Revenue Administration (Alberta TRA) issued Notices of Reassessment for tax years 2006 through 2009 to one of our Canadian affiliates asserting a disallowance of certain patronage deductions. We filed Notices of Objection with respect to the Notices of Reassessment with the CRA and Alberta TRA and posted letters of credit in lieu of paying the additional tax liability assessed. The letters of credit served as security until the matter was resolved, as discussed below. In 2018, the matter, including the related transfer pricing topic regarding the allocation of profits between Canada and the United States, was accepted for consideration under the bilateral settlement provisions of the U.S.-Canada tax treaty (the Treaty) by the United States and Canadian competent authorities, and included tax years 2006 through 2011. In the second quarter of 2021, the Company submitted the transfer pricing aspect of the matter into the arbitration process under the terms of the Treaty.

In February 2022, we were informed that a decision was reached by the arbitration panel for tax years 2006 through 2011. In March 2022, we received further details of the results of the arbitration proceedings and the settlement provisions between the United States and Canadian competent authorities, and we accepted the decision of the arbitration panel. Under the terms of

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CF INDUSTRIES HOLDINGS, INC.

the arbitration decision, additional income for tax years 2006 through 2011 was subject to tax in Canada, resulting in our having additional Canadian tax liability for those tax years.

In the nine months ended September 30, 2022, as a result of the impact of these events on our Canadian and U.S. federal and state income taxes, we recognized an income tax provision of $78 million, reflecting the net impact of $129 million of accrued income taxes payable to Canada for tax years 2006 through 2011, partially offset by net income tax receivables of approximately $51 million in the United States, and we accrued net interest of $103 million, primarily reflecting the impact of estimated interest payable to Canada.

Of the $78 million of income tax provision and $103 million of net interest expense recognized in the nine months ended September 30, 2022, a reduction of $1 million of net interest expense was recognized in the three months ended September 30, 2022.

In the second half of 2022, this tax liability and the related interest were assessed and paid, resulting in total payments of $224 million, which also reflect the impact of changes in foreign currency exchange rates. As a result, the letters of credit we had posted in lieu of paying the additional tax liability assessed by the Notices of Reassessment were cancelled. Due primarily to the availability of additional foreign tax credits to offset in part the increased Canadian tax referenced above, the Company has filed amended tax returns in the United States to request a refund of taxes paid.

Transfer pricing positions

As a result of the outcome of the arbitration decision discussed above, we also evaluated our transfer pricing positions between Canada and the United States for open years 2012 and after. Based on this evaluation, we recorded the following in the nine months ended September 30, 2022:

•liabilities for unrecognized tax benefits of approximately $314 million, with a corresponding income tax provision, and accrued interest of approximately $123 million related to the liabilities for unrecognized tax benefits, and

•noncurrent income tax receivables of approximately $359 million, with a corresponding income tax benefit, and accrued interest income of approximately $33 million related to the noncurrent income tax receivables.

In the nine months ended September 30, 2022, the impact on our consolidated statement of operations of the amounts recorded as a result of this evaluation of transfer pricing positions, including $29 million of net deferred income tax provision for other transfer pricing tax effects, was $16 million of income tax benefit and $90 million of net interest expense before tax ($98 million after tax).

Of the $16 million of income tax benefit and $90 million of net interest expense recognized in the nine months ended September 30, 2022, $3 million of income tax provision and $4 million of net interest expense ($5 million after tax) was recognized in the three months ended September 30, 2022.

10.   Pension Retiree Annuity Purchase

On July 15, 2022, we entered into an agreement with an insurance company to purchase a non-participating group annuity contract and transfer approximately $375 million of our primary U.S. defined benefit pension plan’s projected benefit obligation. The transaction closed on July 22, 2022 and was funded with plan assets. Under the transaction, the insurance company assumed responsibility for pension benefits and annuity administration for approximately 4,000 retirees or their beneficiaries. As a result of this transaction, in the third quarter of 2022, we remeasured the plan's projected benefit obligation and plan assets and recognized a non-cash pre-tax pension settlement loss of $24 million, reflecting the unamortized net unrecognized postretirement benefit costs related to the settled obligations, with a corresponding offset to accumulated other comprehensive loss. In the fourth quarter of 2022, the final settlement of the non-participating group annuity contract resulted in a refund of $4 million, which decreased the settlement loss by $3 million to $21 million.

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11.   Financing Agreements

Revolving Credit Agreement

On October 26, 2023, we entered into a new senior unsecured revolving credit agreement (the New Revolving Credit Agreement), which replaced our prior senior unsecured revolving credit agreement (the Prior Revolving Credit Agreement). See Note 18—Subsequent Event for additional information.

The Prior Revolving Credit Agreement provided for a revolving credit facility of up to $750 million with a maturity of December 5, 2024 and included a letter of credit sub-limit of $125 million. Borrowings under the Prior Revolving Credit Agreement could be used for working capital, capital expenditures, acquisitions, share repurchases and other general corporate purposes.

Borrowings under the Prior Revolving Credit Agreement could be denominated in U.S. dollars, Canadian dollars, euros and British pounds. Borrowings in U.S. dollars bore interest at a per annum rate equal to, at our option, an applicable adjusted term Secured Overnight Financing Rate or base rate plus, in either case, a specified margin. We were required to pay an undrawn commitment fee on the undrawn portion of the commitments under the Prior Revolving Credit Agreement and customary letter of credit fees. The specified margin and the amount of the commitment fee depended on CF Holdings’ credit rating at the time.

The Prior Revolving Credit Agreement contained representations and warranties and affirmative and negative covenants, including financial covenants. As of September 30, 2023, we were in compliance with all covenants under the Prior Revolving Credit Agreement.

As of September 30, 2023, we had unused borrowing capacity under the Prior Revolving Credit Agreement of $750 million and no outstanding letters of credit under the Prior Revolving Credit Agreement. There were no borrowings outstanding under the Prior Revolving Credit Agreement as of September 30, 2023 or December 31, 2022, or during the nine months ended September 30, 2023.

Letters of Credit Under Bilateral Agreement

We are party to a bilateral agreement providing for the issuance of up to $350 million of letters of credit. As of September 30, 2023, approximately $200 million of letters of credit were outstanding under this agreement.

Senior Notes

Long-term debt presented on our consolidated balance sheets as of September 30, 2023 and December 31, 2022 consisted of the following debt securities issued by CF Industries:

	Effective Interest Rate	September 30, 2023				December 31, 2022
		Principal		Carrying Amount(1)		Principal		Carrying Amount(1)
		(in millions)
Public Senior Notes:
5.150% due March 2034	5.293%	750		741		750		741
4.950% due June 2043	5.040%	750		742		750		742
5.375% due March 2044	5.478%	750		741		750		740
Senior Secured Notes:
4.500% due December 2026(2)	4.783%	750		743		750		742
Total long-term debt		$	3,000	$	2,967	$	3,000	$	2,965

_______________________________________________________________________________

(1)Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was $7 million as of both September 30, 2023 and December 31, 2022, and total deferred debt issuance costs were $26 million and $28 million as of September 30, 2023 and December 31, 2022, respectively. 

(2)Effective August 23, 2021, these notes are no longer secured, in accordance with the terms of the applicable indenture.

Under the indentures (including the applicable supplemental indentures) governing the senior notes due 2034, 2043 and 2044 identified in the table above (the Public Senior Notes), each series of Public Senior Notes is guaranteed by CF Holdings. Under the terms of the indenture governing the 4.500% senior secured notes due December 2026 (the 2026 Notes) identified in the table above, the 2026 Notes are guaranteed by CF Holdings.

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Interest on the Public Senior Notes and the 2026 Notes is payable semiannually, and the Public Senior Notes and the 2026 Notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices.

12.   Interest Expense

Details of interest expense are as follows:

	Three months ended   September 30,				Nine months ended   September 30,
	2023		2022		2023		2022
	(in millions)
Interest on borrowings(1)	$	38	$	38	$	112	$	118
Fees on financing agreements(1)	2		2		6		6
Interest on tax liabilities(2)	1		6		1		246
Interest capitalized	(2)		—		(4)		(1)
Total interest expense	$	39	$	46	$	115	$	369

_______________________________________________________________________________

(1)See Note 11—Financing Agreements for additional information.

(2)See Note 9—Income Taxes for additional information.

13.   Derivative Financial Instruments

We 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 products. From time to time, we may also use derivative financial instruments to reduce our exposure to changes in foreign currency exchange rates. The derivatives that we use to reduce our exposure to changes in prices for natural gas are primarily natural gas fixed price swaps, basis swaps and options traded in the over-the-counter markets. These natural gas derivatives settle using primarily a NYMEX futures price index, which represents the basis for fair value at any given time. We enter into natural gas derivative contracts with respect to natural gas to be consumed by us in the future, and settlements of those derivative contracts are scheduled to coincide with our anticipated purchases of natural gas used to manufacture nitrogen products during those future periods. We use natural gas derivatives as an economic hedge of natural gas price risk, but without the application of hedge accounting. As a result, changes in fair value of these contracts are recognized in earnings. As of September 30, 2023, we had natural gas derivative contracts covering certain periods through March 2024.

As of September 30, 2023, our open natural gas derivative contracts consisted of natural gas fixed price swaps, basis swaps and options for 65.3 million MMBtus of natural gas. As of December 31, 2022, we had open natural gas derivative contracts consisting of natural gas fixed price swaps, basis swaps and options for 66.3 million MMBtus of natural gas. For the nine months ended September 30, 2023, we used derivatives to cover approximately 27% of our natural gas consumption.

The effect of derivatives in our consolidated statements of operations is shown in the table below.

	Gain (loss) recognized in income
		Three months ended   September 30,				Nine months ended   September 30,
	Location	2023		2022		2023		2022
		(in millions)
Unrealized net (losses) gains on natural gas derivatives	Cost of sales	$	(7)	$	(11)	$	65	$	39
Realized net (losses) gains on natural gas derivatives	Cost of sales	(1)		12		(119)		20
Net derivative (losses) gains		$	(8)	$	1	$	(54)	$	59

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CF INDUSTRIES HOLDINGS, INC.

The fair values of derivatives on our consolidated balance sheets are shown below. As of September 30, 2023 and December 31, 2022, none of our derivative instruments were designated as hedging instruments. See Note 8—Fair Value Measurements for additional information on derivative fair values.

	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	September 30,  2023		December 31, 2022		Balance Sheet Location	September 30,  2023		December 31, 2022
		(in millions)					(in millions)
Natural gas derivatives	Other current assets	$	8	$	12	Other current liabilities	$	(16)	$	(85)

Most of our International Swaps and Derivatives Association (ISDA) agreements contain credit-risk-related contingent features such as cross default provisions. In the event of certain defaults or termination events, our counterparties may request early termination and net settlement of certain derivative trades or, under certain ISDA agreements, may require us to collateralize derivatives in a net liability position. As of September 30, 2023 and December 31, 2022, the aggregate fair value of the derivative instruments with credit-risk-related contingent features in net liability positions was $8 million and $73 million, respectively, which also approximates the fair value of the assets that may be needed to settle the obligations if the credit-risk-related contingent features were triggered at the reporting dates. The credit support documents executed in connection with certain of our ISDA agreements generally provide us and our counterparties the right to set off collateral against amounts owing under the ISDA agreements upon the occurrence of a default or a specified termination event. As of September 30, 2023 and December 31, 2022, we had no cash collateral on deposit with counterparties for derivative contracts.

The following table presents amounts relevant to offsetting of our derivative assets and liabilities as of September 30, 2023 and December 31, 2022:

	Amounts presented in consolidated balance sheets(1)		Gross amounts not offset in consolidated balance sheets
			Financial instruments		Cash collateral received (pledged)		Net amount
	(in millions)
September 30, 2023
Total derivative assets	$	8	$	—	$	—	$	8
Total derivative liabilities	(16)		—		—		(16)
Net derivative liabilities	$	(8)	$	—	$	—	$	(8)
December 31, 2022
Total derivative assets	$	12	$	—	$	—	$	12
Total derivative liabilities	(85)		—		—		(85)
Net derivative liabilities	$	(73)	$	—	$	—	$	(73)

_______________________________________________________________________________

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

We do not believe the contractually allowed netting, close-out netting or setoff 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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CF INDUSTRIES HOLDINGS, INC.

14.   Noncontrolling Interest

We have a strategic venture with CHS Inc. (CHS) under which CHS owns an equity interest in CFN, a subsidiary of CF Holdings, which represents approximately 11% of the membership interests of CFN. We own the remaining membership interests. Under the terms of CFN’s limited liability company agreement, each member’s interest will reflect, over time, the impact of the profitability of CFN, any member contributions made to CFN and withdrawals and distributions received from CFN. For financial reporting purposes, the assets, liabilities and earnings of the strategic venture are consolidated into our financial statements. CHS’ interest in the strategic venture is recorded in noncontrolling interest in our consolidated financial statements.

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

	2023		2022
	(in millions)
Noncontrolling interest:
Balance as of January 1	$	2,802	$	2,830
Earnings attributable to noncontrolling interest	235		442
Declaration of distributions payable	(459)		(619)
Balance as of September 30	$	2,578	$	2,653
Distributions payable to noncontrolling interest:
Balance as of January 1	$	—	$	—
Declaration of distributions payable	459		619
Distributions to noncontrolling interest	(459)		(619)
Balance as of September 30	$	—	$	—

CHS also receives deliveries pursuant to a supply agreement under which CHS has the right to purchase annually from CFN up to approximately 1.1 million tons of granular urea and 580,000 tons of UAN at market prices. As a result of its equity interest in CFN, CHS is entitled to semi-annual cash distributions from CFN. We are also entitled to semi-annual cash distributions from CFN. The amounts of distributions from CFN to us and CHS are based generally on the profitability of CFN and determined based on the volume of granular urea and UAN sold by CFN to us and CHS pursuant to supply agreements, less a formula driven amount based primarily on the cost of natural gas used to produce the granular urea and UAN, and adjusted for the allocation of items such as operational efficiencies and overhead amounts.

15.   Stockholders’ Equity

Common Stock

On November 3, 2021, our Board of Directors (the Board) authorized the repurchase of up to $1.5 billion of CF Holdings common stock through December 31, 2024 (the 2021 Share Repurchase Program). On November 2, 2022, the Board authorized the repurchase of up to $3 billion of CF Holdings common stock commencing upon completion of the 2021 Share Repurchase Program and effective through December 31, 2025 (the 2022 Share Repurchase Program). Repurchases under these programs may be made from time to time in the open market, through privately negotiated transactions, through block transactions or otherwise. The manner, timing and amount of repurchases will be determined by our management based on the evaluation of market conditions, stock price, and other factors.

The following table summarizes the share repurchases under the 2022 Share Repurchase Program and the 2021 Share Repurchase Program.

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	2022 Share Repurchase Program			2021 Share Repurchase Program
	Shares	Amounts(1)		Shares	Amounts(1)
	(in millions)
Shares repurchased in 2022:
First quarter	—	$	—	1.3	$	100
Second quarter	—	—		5.3	490
Third quarter	—	—		6.1	532
Fourth quarter	—	—		2.2	223
Total shares repurchased in 2022	—	—		14.9	1,345
Shares repurchased as of December 31, 2022	—	$	—	14.9	$	1,345
Shares repurchased in 2023:
First quarter	—	$	—	1.1	$	75
Second quarter	0.8	50		1.2	80
Third quarter	1.9	150		—	—
Total shares repurchased in 2023	2.7	200		2.3	155
Shares repurchased as of September 30, 2023	2.7	$	200	17.2	$	1,500

______________________________________________________________________________

(1)As defined in the share repurchase programs, amounts reflect the price paid for the shares of common stock repurchased, excluding commissions paid to brokers and excise taxes.

In the first half of 2023, we completed the 2021 Share Repurchase Program with the repurchase of approximately 2.3 million shares for $155 million. In the nine months ended September 30, 2023, we repurchased approximately 2.7 million shares under the 2022 Share Repurchase Program for $200 million and retired approximately 3.3 million shares of repurchased stock. We held approximately 1.9 million shares of treasury stock as of September 30, 2023.

In the nine months ended September 30, 2022, we repurchased approximately 12.7 million shares under the 2021 Share Repurchase Program for $1.12 billion, of which $27 million was accrued and unpaid as of September 30, 2022. In the nine months ended September 30, 2022, we retired approximately 3.2 million shares of repurchased stock.

Accumulated Other Comprehensive Loss

Changes to accumulated other comprehensive loss and the impact on other comprehensive income (loss) are as follows:

	Foreign Currency Translation Adjustment		Unrealized Gain on Derivatives		Defined Benefit Plans		Accumulated Other Comprehensive Income (Loss)
	(in millions)
Balance as of December 31, 2022	$	(179)	$	3	$	(54)	$	(230)
Gain arising during the period	—		—		5		5
Reclassification to earnings	—		—		(1)		(1)
Effect of exchange rate changes and deferred taxes	3		—		(2)		1
Balance as of September 30, 2023	$	(176)	$	3	$	(52)	$	(225)
Balance as of December 31, 2021	$	(141)	$	4	$	(120)	$	(257)
Gain arising during the period	—		—		3		3
Reclassification to earnings(1)	—		—		26		26
Effect of exchange rate changes and deferred taxes	(49)		—		7		(42)
Balance as of September 30, 2022	$	(190)	$	4	$	(84)	$	(270)

_______________________________________________________________________________

(1)Reclassifications out of accumulated other comprehensive loss to the consolidated statements of operations during the three and nine months ended September 30, 2022 include a non-cash pre-tax pension settlement loss of $24 million. See Note 10—Pension Retiree Annuity Purchase for additional information.

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16.   Segment Disclosures

Our reportable segments consist of Ammonia, Granular Urea, UAN, AN and Other. These segments are differentiated by products. Our management uses gross margin to evaluate segment performance and allocate resources. Total other operating costs and expenses (consisting primarily of selling, general and administrative expenses and other operating—net) and non-operating expenses (consisting primarily of 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 nine months ended September 30, 2023 and 2022 are presented in the table below.

	Ammonia		Granular Urea(1)		UAN(1)		AN(1)		Other(1)		Consolidated
	(in millions)
Three months ended September 30, 2023
Net sales	$	235	$	360	$	435	$	114	$	129	$	1,273
Cost of sales	214		226		302		79		75		896
Gross margin	$	21	$	134	$	133	$	35	$	54	377
Total other operating costs and expenses											97
Equity in losses of operating affiliate(2)											(36)
Operating earnings											$	244
Three months ended September 30, 2022
Net sales	$	531	$	689	$	736	$	180	$	185	$	2,321
Cost of sales	353		394		414		136		108		1,405
Gross margin	$	178	$	295	$	322	$	44	$	77	916
Total other operating costs and expenses(3)											186
Equity in earnings of operating affiliate											20
Operating earnings											$	750
Nine months ended September 30, 2023
Net sales	$	1,184	$	1,431	$	1,650	$	377	$	418	$	5,060
Cost of sales	797		775		937		264		243		3,016
Gross margin	$	387	$	656	$	713	$	113	$	175	2,044
Total other operating costs and expenses											228
Equity in losses of operating affiliate(2)											(12)
Operating earnings											$	1,804
Nine months ended September 30, 2022
Net sales	$	2,286	$	2,287	$	2,727	$	656	$	622	$	8,578
Cost of sales	1,075		1,024		1,102		458		314		3,973
Gross margin	$	1,211	$	1,263	$	1,625	$	198	$	308	4,605
Total other operating costs and expenses(3)											493
Equity in earnings of operating affiliate											74
Operating earnings											$	4,186

_______________________________________________________________________________

(1)The cost of the products that are upgraded into other products is transferred at cost into the upgraded product results.

(2)Equity in losses of operating affiliate for the three and nine months ended September 30, 2023 include an impairment of our equity method investment in PLNL of $43 million. See Note 7—Equity Method Investment for additional information.

(3)Total other operating costs and expenses for the three and nine months ended September 30, 2022 include $95 million and $257 million, respectively, of asset impairment and restructuring charges related to our U.K. operations. See Note 5—United Kingdom Operations Restructuring for additional information.

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17.   Agreement To Purchase Ammonia Production Facility

On March 20, 2023, we entered into an asset purchase agreement with Dyno Nobel Louisiana Ammonia, LLC (DNLA), a U.S. subsidiary of Australian-based Incitec Pivot Limited (IPL), and IPL. Under the terms of the agreement, we will purchase DNLA’s ammonia production complex located in Waggaman, Louisiana for a purchase price of $1.675 billion, subject to adjustment. The facility has a nameplate capacity of 880,000 tons of ammonia annually. The parties will allocate $425 million of the purchase price to a long-term ammonia offtake agreement providing for us to supply up to 200,000 tons of ammonia per year to IPL’s Dyno Nobel, Inc. subsidiary. We expect to fund the balance of the purchase price, representing the $1.675 billion purchase price, as adjusted, less $425 million, with cash on hand.

The consummation of the transaction is subject to the satisfaction or waiver of customary conditions, including, among others, the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The agreement includes certain customary termination rights, including the right of either party to terminate the agreement if the closing has not occurred by March 20, 2025. We have agreed to pay a termination fee of $75 million if the agreement is terminated in certain circumstances and certain regulatory approvals are not obtained.

18.   Subsequent Event

On October 26, 2023, we entered into the New Revolving Credit Agreement, which replaced the Prior Revolving Credit Agreement that was scheduled to mature on December 5, 2024. The New Revolving Credit Agreement provides for a revolving credit facility of up to $750 million with a maturity of October 26, 2028 and includes a letter of credit sub-limit of $125 million. See Note 11—Financing Agreements for additional information on the Prior Revolving Credit Agreement.

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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 and our discussion and analysis of financial condition and results of operations that were included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (SEC) on February 23, 2023, as well as Item 1. Financial Statements in Part I of this Quarterly Report on Form 10-Q. All references to “CF Holdings,” “we,” “us,” “our” and “the Company” refer to CF Industries Holdings, Inc. and its subsidiaries, except where the context makes clear that the reference is to CF Industries Holdings, Inc. only and not its subsidiaries. All references to “CF Industries” refer to CF Industries, Inc., a 100% owned subsidiary of CF Industries Holdings, Inc. References to tons refer to short tons, and references to tonnes refer to metric tons. Notes referenced in this discussion and analysis refer to the notes to our unaudited interim consolidated financial statements in Item 1. Financial Statements in Part I of this Quarterly Report on Form 10-Q. The following is an outline of the discussion and analysis included herein:

•Overview of CF Holdings

•Agreement to Purchase Ammonia Production Facility

•Market Conditions

•Financial Executive Summary

•Items Affecting Comparability of Results

•Consolidated Results of Operations

•Operating Results by Business Segment

•Liquidity and Capital Resources

•Critical Accounting Estimates

•Forward-Looking Statements

Overview of CF Holdings

Our Company

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 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.

Our principal assets as of September 30, 2023 include:

•five U.S. nitrogen manufacturing facilities located in Donaldsonville, Louisiana (the largest nitrogen complex in the world); Sergeant Bluff, Iowa (our Port Neal complex); Yazoo City, Mississippi; Claremore, Oklahoma (our Verdigris complex); and Woodward, Oklahoma. These facilities are wholly owned directly or indirectly by CF Industries Nitrogen, LLC (CFN), of which we own approximately 89% and CHS Inc. (CHS) owns the remainder (see Note 14—Noncontrolling Interest for additional information on our strategic venture with CHS);

•two Canadian nitrogen manufacturing facilities located in Medicine Hat, Alberta (the largest nitrogen complex in Canada) and Courtright, Ontario;

•a United Kingdom nitrogen manufacturing facility located in Billingham;

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

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•a 50% interest in Point Lisas Nitrogen Limited (PLNL), an ammonia production joint venture located in the Republic of Trinidad and Tobago (Trinidad) that we account for under the equity method.

Our Commitment to a Clean Energy Economy

We are taking significant steps to support a global hydrogen and clean fuel economy, through the production of green and blue ammonia. Since ammonia is one of the most efficient ways to transport and store hydrogen and is also a fuel in its own right, we believe that the Company, as the world’s largest producer of ammonia with an unparalleled manufacturing and distribution network and deep technical expertise, is uniquely positioned to fulfill anticipated demand for hydrogen and ammonia from green and blue sources. Our approach includes green ammonia production, which refers to ammonia produced through a carbon-free process, and blue ammonia production, which relates to ammonia produced by conventional processes but with the ammonia process CO2 byproduct removed through carbon capture and sequestration (CCS).

In April 2021, we signed an engineering and procurement contract with thyssenkrupp to supply a 20 MW alkaline water electrolysis plant to produce green hydrogen at our Donaldsonville complex. We will integrate the green hydrogen generated by the electrolysis plant into existing ammonia synthesis loops to enable the production of approximately 20,000 tons per year of green ammonia. Fabrication and delivery of most major equipment is complete, and installation of the new electrolyzer unit is in progress. We believe that the Donaldsonville green ammonia project will be the largest of its kind in North America at the time of its startup.

In July 2022, we and Mitsui & Co., Ltd. (Mitsui) signed a joint development agreement for the companies’ proposed plans to construct an export-oriented blue ammonia facility. We and Mitsui are expecting to complete the front-end engineering and design (FEED) study for the project in the fourth quarter of 2023, with a final investment decision on the proposed facility to follow. Should the companies agree to move forward, the ammonia facility would be constructed at our new Blue Point complex. We own the land for the complex, which is located on the west bank of the Mississippi river in Ascension Parish, Louisiana. Construction and commissioning of a new world-scale ammonia plant typically takes approximately four years from the time construction begins.

In the first quarter of 2023, we signed a memorandum of understanding (MOU) with JERA Co., Inc. (JERA), Japan’s largest energy generator, regarding the long-term supply of up to 500,000 tonnes per year of clean ammonia beginning in 2027. The execution of the MOU was the result of a supplier comparison and evaluation process for the procurement of clean ammonia that JERA initiated in February 2022 for the world’s first commercial scale ammonia co-firing operations that JERA is developing. The MOU establishes a framework for JERA and us to assess how we would best supply JERA with clean ammonia, which will be required to be produced with at least 60% lower carbon emissions than conventionally produced ammonia, under a long-term offtake agreement. We and JERA expect to evaluate a range of potential supply options, including JERA making an equity investment with us to develop a clean ammonia facility in Louisiana and a supplementary long-term offtake agreement.

In the first quarter of 2023, we signed an MOU with LOTTE CHEMICAL Corporation (LOTTE), a global chemicals company in South Korea. The MOU will guide LOTTE and us in a joint exploration of the development of clean ammonia production in the United States, in addition to the quantification of expected clean ammonia demand in South Korea and long-term clean ammonia offtake volumes into South Korea.

In September 2023, we and POSCO Holdings Inc. (POSCO) signed a joint development agreement term sheet to evaluate an export-oriented blue ammonia facility to be located at our new Blue Point complex. Should the project move forward, POSCO expects to import low-carbon clean ammonia from the facility into South Korea to support decarbonization of POSCO’s own and third-party coal-based power generation facilities. We and POSCO are initiating a joint FEED study in the fourth quarter of 2023 for the blue ammonia plant utilizing an autothermal reforming (ATR) ammonia production technology and are expecting to complete the FEED study in the second half of 2024.

We are also pursuing opportunities to produce blue ammonia from our existing ammonia production network. We are currently executing a project with an estimated cost of $200 million to construct a CO2 dehydration and compression facility at our Donaldsonville complex to enable the transport and permanent sequestration of the ammonia process CO2 byproduct. Engineering activities for the construction of the dehydration and compression unit continue to advance, all major equipment for the facility has been procured, and fabrication of the CO2 compressors is proceeding. In October 2022, we announced that we had entered into a definitive CO2 offtake agreement with ExxonMobil to transport and permanently sequester CO2 from Donaldsonville. Once the dehydration and compression unit is in service and sequestration is initiated, we expect that the Donaldsonville complex will have the capacity to dehydrate and compress up to 2 million tons per year of process CO2, enabling the production of blue ammonia. Start-up for the project is planned for 2025. Under current regulations, the project

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would be expected to qualify for tax credits under Section 45Q of the Internal Revenue Code, which provides a credit per tonne of CO2 sequestered.

Agreement to Purchase Ammonia Production Facility

On March 20, 2023, we entered into an asset purchase agreement with Dyno Nobel Louisiana Ammonia, LLC (DNLA), a U.S. subsidiary of Australian-based Incitec Pivot Limited (IPL), and IPL. Under the terms of the agreement, we will purchase DNLA’s ammonia production complex located in Waggaman, Louisiana for a purchase price of $1.675 billion, subject to adjustment. The facility has a nameplate capacity of 880,000 tons of ammonia annually. The parties will allocate $425 million of the purchase price to a long-term ammonia offtake agreement providing for us to supply up to 200,000 tons of ammonia per year to IPL’s Dyno Nobel, Inc. subsidiary. We expect to fund the balance of the purchase price, representing the $1.675 billion purchase price, as adjusted, less $425 million, with cash on hand.

The consummation of the transaction is subject to the satisfaction or waiver of customary conditions, including, among others, the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. We expect to close the transaction on December 1, 2023.

The agreement includes certain customary termination rights, including the right of either party to terminate the agreement if the closing has not occurred by March 20, 2025. We have agreed to pay a termination fee of $75 million if the agreement is terminated in certain circumstances and certain regulatory approvals are not obtained.

Market Conditions

Geopolitical Environment

Changes in the geopolitical environment can have significant effects on our financial results. Russia’s invasion of Ukraine in February 2022, and the resulting war between Russia and Ukraine, disrupted global markets for certain commodities, including natural gas, nitrogen fertilizers and certain commodity grains and oilseeds, leading to production curtailments, export reductions and logistical complications involving these commodities. Additionally, energy, financial and transportation sanctions were announced by U.S., Canadian, European and other governments against Russia in response to the war. During 2022 and 2023, market participants have continued to adjust trade flows and manufacturers have continued to adjust production levels in response to changing conditions resulting from these factors. As of the date of filing of this report, nitrogen fertilizers have largely been explicitly exempted from sanctions against Russia by the United States and certain other governments, and as a result, there has been an increase in Russian fertilizer exports into the United States and other parts of the world.

As further described below, natural gas is the principal raw material used to produce our nitrogen products. Natural gas is a globally traded commodity that experiences price fluctuations based on supply and demand balances and has been impacted by geopolitical events relating to the war between Russia and Ukraine. European energy markets, which have historically sourced a substantial portion of their natural gas from Russia, were disrupted by Russia’s invasion of Ukraine and the subsequent reduction of Russian natural gas supply to Europe during 2022. This led to further increases in natural gas prices and natural gas price volatility, which in turn led to disruptions in manufacturing and distribution activities at other nitrogen manufacturers and suppliers in our industry, resulting in changes in nitrogen product trade flows and reductions in global fertilizer supply. In September 2022, in response to the high prices for natural gas in the United Kingdom, we idled ammonia production at our Billingham complex and since that time have been importing ammonia from one of our North American manufacturing facilities or from purchases in the open market for upgrade into AN and other nitrogen products at that location. In the third quarter of 2023, we approved our plan to permanently close the Billingham ammonia plant.

The geopolitical developments that began in 2022 relating to the war in Ukraine also led to some supply chain disruptions for Russian and other producers of fertilizer, contributing to reduced global nitrogen fertilizer supply. In particular, disruptions in nitrogen exports from Russia, a leading exporter of nitrogen fertilizer products globally, and nitrogen production in Europe, as a result of higher and more volatile natural gas prices as Russian-sourced natural gas supply declined, contributed to reduced nitrogen supply globally. In addition, Russia and Ukraine have been large exporters of commodity grains such as wheat, corn and soybeans. The direct and indirect impacts of the war in Ukraine, and the related uncertainty, resulted in reduced commodity grain supply from Russia and Ukraine, causing increased prices for grains globally. The increase in commodity grain prices in turn supported strong demand for nitrogen fertilizer in 2022. All of these geopolitical developments further contributed to an already tight global supply and demand balance for nitrogen fertilizers, causing changes in global trade flows as both manufacturers and customers reacted to the changing market dynamics. As a result, global nitrogen fertilizer prices remained high and also experienced significant volatility in 2022.

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As Russian-sourced natural gas supply declined due to geopolitical factors, European purchasers of natural gas increased imports from the liquified natural gas (LNG) market to build storage levels leading up to the winter 2022/2023 peak demand season. As storage levels of natural gas increased due to the increased LNG imports, in conjunction with a warmer than expected winter in Europe, prices for natural gas fell during the first half of 2023 and then stabilized during the third quarter of 2023. As natural gas prices decreased, certain nitrogen producers restarted previously idled production, leading to an increase in global nitrogen production operating rates. The increased global nitrogen product supply availability resulting from the increase in operating rates, in addition to new global production coming on line and an increase in Russian imports of UAN into the United States, resulted in an increase in supply and lower average selling prices in the first nine months of 2023 compared to average selling prices realized in 2022.

Nitrogen Selling Prices

Our nitrogen products are globally traded commodities with selling prices that fluctuate in response to global market conditions, changes in supply and demand, and other cost factors including domestic and local conditions. Intense global competition—reflected in import volumes and prices—strongly influences delivered prices for nitrogen fertilizers. In general, the prevailing global prices for nitrogen products must be at a level to incent the high cost marginal producer to produce product at a breakeven or above price, or else they would cease production and leave a portion of global demand unsatisfied.

In the third quarter of 2023, the average selling price for our products was $268 per ton, a decrease of 49% compared to $527 per ton in the third quarter of 2022, reflecting lower average selling prices across all our segments, which drove a decrease in net sales of approximately $1.22 billion for the third quarter of 2023 compared to the third quarter of 2022. In the nine months ended September 30, 2023, the average selling price for our products was $356 per ton, or 42% lower compared to $619 per ton in the nine months ended September 30, 2022. This resulted in a decrease in net sales of approximately $3.68 billion for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. The decrease in average selling prices reflects the impact of an increase in global supply availability due to higher global inventories entering 2023 and lower global energy costs, which drove higher global operating rates. In addition, higher average selling prices in 2022 were driven in part by the geopolitical environment, as described above.

Natural Gas

Natural gas is the principal raw material used to produce our nitrogen products. Natural gas is both a chemical feedstock and a fuel used to produce nitrogen products. Natural gas is a significant cost component of our manufactured nitrogen products, representing approximately 40% and 50%, respectively, of our production costs in the first nine months of 2023 and the year ended December 31, 2022.

The following table presents the average daily market price of natural gas at the Henry Hub, the most heavily-traded natural gas pricing point in North America:

	Three Months Ended September 30,								Nine Months Ended September 30,
	2023		2022		2023 v. 2022				2023		2022		2023 v. 2022
Average daily market price of natural gas Henry Hub (Louisiana) (per MMBtu)	$	2.58	$	7.96	$	(5.38)	(68)	%	$	2.46	$	6.66	$	(4.20)	(63)	%

Most of our nitrogen manufacturing facilities are located in the United States and Canada. As a result, the price of natural gas in North America directly impacts a substantial portion of our operating expenses. Average North American natural gas prices were lower during the first nine months of 2023 than during the first nine months of 2022. Warmer-than-normal temperatures in the first quarter of 2023 drove lower heating demand for natural gas, while North American supply remained strong, as there were few weather-related production disruptions. In addition, although the higher cost for natural gas outside of North America incentivized liquefaction facilities in the United States to export domestic natural gas during the first nine months of 2023, the outage at the Freeport LNG facility in the first quarter of 2023 as well as planned maintenance in 2023 at several other LNG facilities limited total gas exports, resulting in greater domestic supply availability. As North America entered the 2023 summer season, natural gas demand for power generation increased due in part to coal-fired power plant retirements and lower natural gas costs. As a result, despite entering the third quarter of 2023 with well above-average volumes of gas in storage, which were 25% higher than one year ago and 15% higher than the five-year average, injection rates in the United States during the third quarter lagged historical averages, leading to end-of-quarter storage levels that were 12% higher than one year ago and 5% higher than the five-year average.

Our Billingham U.K. nitrogen manufacturing facility has been subject to fluctuations associated with the price of natural gas in Europe. Russia’s invasion of Ukraine in February 2022 disrupted European energy markets and threatened security of supply, driving natural gas prices in Europe upward to unprecedented levels. In the three and nine months ended September 30, 2022, the average daily market price of natural gas at the National Balancing Point (NBP), the major trading point for natural

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gas in the United Kingdom, was $32.54 per MMBtu and $26.26 per MMBtu, respectively. In September 2022, as a result of extremely high and volatile natural gas prices and the lack of a corresponding increase in global nitrogen product market prices, we idled ammonia production at our Billingham complex. Since that time, we have imported ammonia for upgrade into AN and other nitrogen products at that location. In the third quarter of 2023, we approved our plan to permanently close the Billingham ammonia plant. As a result, we will continue to import ammonia for upgrade.

In the third quarter of 2023, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, decreased 70% to $2.54 per MMBtu from $8.35 per MMBtu in the third quarter of 2022. This decrease in natural gas costs resulted in an increase in gross margin of $496 million compared to the third quarter of 2022. In the first nine months of 2023, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, decreased 46% to $3.90 per MMBtu from $7.28 per MMBtu in the first nine months of 2022. This decrease in natural gas costs resulted in an increase in gross margin of $828 million compared to the first nine months of 2022.

Financial Executive Summary

We reported net earnings attributable to common stockholders of $164 million for the three months ended September 30, 2023 compared to $438 million for the three months ended September 30, 2022, a decrease in net earnings of $274 million. The decrease in net earnings for the three months ended September 30, 2023 compared to the three months ended September 30, 2022 reflects a decrease in gross margin, partially offset by a lower income tax provision in the third quarter of 2023 as compared to the third quarter of 2022 and impairment charges related to our U.K. operations in the third quarter of 2022 that did not recur in the third quarter of 2023.

Gross margin decreased by $539 million to $377 million for the three months ended September 30, 2023 compared to the three months ended September 30, 2022. The decrease in gross margin was due primarily to a 49% decrease in average selling prices to $268 per ton in the third quarter of 2023 from $527 per ton in the third quarter of 2022, which decreased gross margin by $1.22 billion. The impact of lower selling prices was partially offset by lower natural gas costs, which increased gross margin by $496 million, and a decrease in the income tax provision of $132 million due primarily to lower pre-tax earnings in the third quarter of 2023. In addition, pre-tax impairment and restructuring charges related to our U.K. operations of $95 million were recognized in the third quarter of 2022 compared to $5 million in the third quarter of 2023.

Diluted net earnings per share attributable to common stockholders decreased $1.33 per share, to $0.85 per share, in the third quarter of 2023 compared to $2.18 per share in the third quarter of 2022 due primarily to lower net earnings, partially offset by lower weighted-average common shares outstanding as a result of shares repurchased under our share repurchase programs.

Items Affecting Comparability of Results

For the three months ended September 30, 2023 and 2022, we reported net earnings attributable to common stockholders of $164 million and $438 million, respectively. For the nine months ended September 30, 2023 and 2022, we reported net earnings attributable to common stockholders of $1.25 billion and $2.49 billion, respectively. In addition to the impact of market conditions discussed above, certain items affected the comparability of our financial results for the three and nine months ended September 30, 2023 and 2022. The following table and related discussion outline these items and their impact on the comparability of our financial results for these periods. The descriptions of items below that refer to amounts in the table refer to the pre-tax amounts unless otherwise noted.

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	Three Months Ended September 30,								Nine Months Ended September 30,
	2023				2022				2023				2022
	Pre-Tax		After-Tax		Pre-Tax		After-Tax		Pre-Tax		After-Tax		Pre-Tax		After-Tax
	(in millions)
Unrealized net mark-to-market loss (gain) on natural gas derivatives(1)	$	7	$	5	$	11	$	7	$	(65)	$	(50)	$	(39)	$	(31)
Loss on foreign currency transactions, including intercompany loans(2)	7		5		27		21		5		4		38		29
U.K. operations:
U.K. long-lived and intangible asset impairment	—		—		87		66		—		—		239		181
U.K. operations restructuring	5		4		8		6		7		5		18		13
Transaction costs related to acquisition agreement	11		9		—		—		27		21		—		—
Impairment of equity method investment in PLNL(3)	43		33		—		—		43		33		—		—
Pension settlement loss(4)	—		—		24		18		—		—		24		18
Canada Revenue Agency Competent Authority Matter and transfer pricing positions:
Interest expense	—		—		6		6		—		—		234		232
Interest income	—		—		(3)		(2)		—		—		(41)		(31)
Income tax provision(5)	—		—		—		2		—		—		—		54
Loss on debt extinguishment	—		—		—		—		—		—		8		6

______________________________________________________________________________

(1)Included in cost of sales in our consolidated statements of operations.

(2)Included in other operating—net in our consolidated statements of operations.

(3)Included in equity in (losses) earnings of operating affiliate in our consolidated statements of operations.

(4)Included in other non-operating—net in our consolidated statements of operations.

(5)For the three months ended September 30, 2022, the after-tax income tax provision amount of $2 million reflects the $3 million of income tax provision referenced below under “Transfer pricing positions,” net of $1 million of income tax provision that is reflected in the after-tax interest income amount shown in this table. For the nine months ended September 30, 2022, the after-tax income tax provision amount of $54 million reflects an income tax provision of $62 million, consisting of the $78 million income tax provision referenced below under “Canada Revenue Agency Competent Authority Matter” and the $16 million of income tax benefit referenced below under “Transfer pricing positions,” net of $8 million of income tax provision that is reflected in the after-tax interest expense and interest income amounts shown in this table.

Unrealized net mark-to-market loss (gain) on natural gas derivatives

Natural gas is the largest and most volatile single component of the manufacturing cost for our nitrogen-based products. At certain times, we have managed the risk of changes in natural gas prices through the use of derivative financial instruments. The derivatives that we use for this purpose are primarily natural gas fixed price swaps, basis swaps and options. We use natural gas derivatives as an economic hedge of natural gas price risk, but without the application of hedge accounting. This can result in volatility in reported earnings due to the unrealized mark-to-market adjustments that occur from changes in the value of the derivatives, which are reflected in cost of sales in our consolidated statements of operations. In the three months ended September 30, 2023 and 2022, we recognized unrealized net mark-to-market losses of $7 million and $11 million, respectively. In the nine months ended September 30, 2023 and 2022, we recognized unrealized net mark-to-market gains of $65 million and $39 million, respectively.

Loss on foreign currency transactions, including intercompany loans

In the three months ended September 30, 2023 and 2022, we recognized losses on foreign currency transactions of $7 million and $27 million, respectively. In the nine months ended September 30, 2023 and 2022, we recognized losses on foreign currency transactions of $5 million and $38 million, respectively. Loss on foreign currency transactions consists of foreign currency exchange rate impacts on foreign currency denominated transactions, including the impact of changes in foreign currency exchange rates on intercompany loans that are not permanently invested.

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U.K. operations

In the three and nine months ended September 30, 2023, we recognized total charges of $5 million and $7 million, respectively, consisting primarily of the recognition of an asset retirement obligation and post-employment benefits related to contractual and statutory obligations due to employees as a result of our approved plan to permanently close the Billingham ammonia plant.

In the three and nine months ended September 30, 2022, we recognized total charges of $95 million and $257 million, respectively, consisting primarily of asset impairment charges related to property, plant and equipment at our Billingham and Ince facilities and definite-lived intangible assets. See Note 5—United Kingdom Operations Restructuring for additional information.

Transaction costs related to acquisition agreement

On March 20, 2023, we entered into an asset purchase agreement with DNLA and IPL to acquire DNLA’s ammonia production complex located in Waggaman, Louisiana, as described above under “Agreement to Purchase Ammonia Production Facility.” In the three and nine months ended September 30, 2023, we incurred $11 million and $27 million, respectively, of transaction costs related to the acquisition agreement.

Impairment of equity method investment in PLNL

PLNL, our joint venture in Trinidad, operates an ammonia plant that relies on natural gas supplied, under a gas sales contract (the NGC Contract), by The National Gas Company of Trinidad and Tobago Limited (NGC). The NGC Contract had an expiration date of September 2023. In the third quarter of 2023, PLNL entered into a new gas sales contract with NGC (the New NGC Contract), which is effective October 2023 through December 2025.

In the third quarter of 2023 and due to the terms of the New NGC Contract, we assessed our investment in PLNL for impairment and determined that the carrying value of our equity method investment in PLNL exceeded its fair value. As a result, we recorded an impairment of our equity method investment in PLNL of $43 million, which is reflected in equity in (losses) earnings of operating affiliate on our consolidated statements of operations for the three and nine months ended September 30, 2023.

Pension settlement loss

On July 15, 2022, we entered into an agreement with an insurance company to purchase a non-participating group annuity contract and transfer approximately $375 million of our primary U.S. defined benefit pension plan’s projected benefit obligation. The transaction closed on July 22, 2022 and was funded with plan assets. Under the transaction, the insurance company assumed responsibility for pension benefits and annuity administration for approximately 4,000 retirees or their beneficiaries. As a result of this transaction, in the third quarter of 2022, we remeasured the plan's projected benefit obligation and plan assets and recognized a non-cash pre-tax pension settlement loss of $24 million, reflecting the unamortized net unrecognized postretirement benefit costs related to the settled obligations, with a corresponding offset to accumulated other comprehensive loss.

Canada Revenue Agency Competent Authority Matter

In 2016, the Canada Revenue Agency (CRA) and Alberta Tax and Revenue Administration (Alberta TRA) issued Notices of Reassessment for tax years 2006 through 2009 to one of our Canadian affiliates asserting a disallowance of certain patronage deductions. We filed Notices of Objection with respect to the Notices of Reassessment with the CRA and Alberta TRA and posted letters of credit in lieu of paying the additional tax liability assessed. The letters of credit served as security until the matter was resolved. In 2018, the matter, including the related transfer pricing topic regarding the allocation of profits between Canada and the United States, was accepted for consideration under the bilateral settlement provisions of the U.S.-Canada tax treaty (the Treaty) by the United States and Canadian competent authorities, and included tax years 2006 through 2011. In the second quarter of 2021, the Company submitted the transfer pricing aspect of the matter into the arbitration process under the terms of the Treaty.

In February 2022, we were informed that a decision was reached by the arbitration panel for tax years 2006 through 2011. In March 2022, we received further details of the results of the arbitration proceedings and the settlement provisions between the United States and Canadian competent authorities, and we accepted the decision of the arbitration panel. Under the terms of the arbitration decision, additional income for tax years 2006 through 2011 was subject to tax in Canada, resulting in our having additional Canadian tax liability for those tax years. See Note 9—Income Taxes for additional information.

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In the nine months ended September 30, 2022, as a result of the impact of these events on our Canadian and U.S. federal and state income taxes, we recognized an income tax provision of $78 million, reflecting the net impact of $129 million of accrued income taxes payable to Canada for tax years 2006 through 2011, partially offset by net income tax receivables of approximately $51 million in the United States, and we accrued net interest of $103 million, primarily reflecting the impact of estimated interest payable to Canada.

Of the $78 million of income tax provision and $103 million of net interest expense recognized in the nine months ended September 30, 2022, a reduction of $1 million of net interest expense was recognized in the three months ended September 30, 2022.

Transfer pricing positions

As a result of the outcome of the arbitration decision discussed above, we also evaluated our transfer pricing positions between Canada and the United States for open years 2012 and after. Based on this evaluation, for the nine months ended September 30, 2022, we recorded the following:

•liabilities for unrecognized tax benefits of approximately $314 million, with a corresponding income tax provision, and accrued interest of approximately $123 million related to the liabilities for unrecognized tax benefits, and

•noncurrent income tax receivables of approximately $359 million, with a corresponding income tax benefit, and accrued interest income of approximately $33 million related to the noncurrent income tax receivables.

In the nine months ended September 30, 2022, the impact on our consolidated statement of operations of the amounts recorded as a result of this evaluation of transfer pricing positions, including $29 million of net deferred income tax provision for other transfer pricing tax effects, was $16 million of income tax benefit and $90 million of net interest expense before tax ($98 million after tax).

Of the $16 million of income tax benefit and $90 million of net interest expense recognized in the nine months ended September 30, 2022, $3 million of income tax provision and $4 million of net interest expense ($5 million after tax) was recognized in the three months ended September 30, 2022.

Loss on debt extinguishment

On April 21, 2022, we redeemed in full all of the $500 million outstanding principal amount of the 3.450% senior notes due June 2023 (the 2023 Notes) in accordance with the optional redemption provisions in the indenture governing the 2023 Notes. The total aggregate redemption price paid in connection with the April 2022 redemption of the 2023 Notes was $513 million, including accrued interest. As a result, we recognized a loss on debt extinguishment of $8 million, consisting primarily of the premium paid on the redemption of the $500 million principal amount of the 2023 Notes prior to their scheduled maturity.

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Consolidated Results of Operations

The following table presents our consolidated results of operations for the three and nine months ended September 30, 2023 and 2022:

	Three Months Ended September 30,											Nine Months Ended September 30,
	2023			2022			2023 v. 2022					2023			2022			2023 v. 2022
	(dollars in millions, except per share and per MMBtu amounts)
Net sales	$	1,273		$	2,321		$	(1,048)		(45)	%	$	5,060		$	8,578		$	(3,518)		(41)	%
Cost of sales	896			1,405			(509)			(36)	%	3,016			3,973			(957)			(24)	%
Gross margin	377			916			(539)			(59)	%	2,044			4,605			(2,561)			(56)	%
Gross margin percentage	29.6		%	39.5		%	(9.9)		%			40.4		%	53.7		%	(13.3)		%
Selling, general and administrative expenses	68			66			2			3	%	213			203			10			5	%
U.K. long-lived and intangible asset impairment	—			87			(87)			(100)	%	—			239			(239)			(100)	%
U.K. operations restructuring	5			8			(3)			(38)	%	7			18			(11)			(61)	%
Transaction costs	11			—			11			N/M		27			—			27			N/M
Other operating—net	13			25			(12)			(48)	%	(19)			33			(52)			N/M
Total other operating costs and expenses	97			186			(89)			(48)	%	228			493			(265)			(54)	%
Equity in (losses) earnings of operating affiliate	(36)			20			(56)			N/M		(12)			74			(86)			N/M
Operating earnings	244			750			(506)			(67)	%	1,804			4,186			(2,382)			(57)	%
Interest expense	39			46			(7)			(15)	%	115			369			(254)			(69)	%
Interest income	(45)			(12)			(33)			(275)	%	(115)			(56)			(59)			(105)	%
Loss on debt extinguishment	—			—			—			—	%	—			8			(8)			(100)	%
Other non-operating—net	(3)			23			(26)			N/M		(8)			24			(32)			N/M
Earnings before income taxes	253			693			(440)			(63)	%	1,812			3,841			(2,029)			(53)	%
Income tax provision	23			155			(132)			(85)	%	326			913			(587)			(64)	%
Net earnings	230			538			(308)			(57)	%	1,486			2,928			(1,442)			(49)	%
Less: Net earnings attributable to noncontrolling interest	66			100			(34)			(34)	%	235			442			(207)			(47)	%
Net earnings attributable to common stockholders	$	164		$	438		$	(274)		(63)	%	$	1,251		$	2,486		$	(1,235)		(50)	%
Diluted net earnings per share attributable to common stockholders	$	0.85		$	2.18		$	(1.33)		(61)	%	$	6.42		$	12.04		$	(5.62)		(47)	%
Diluted weighted-average common shares outstanding	192.9			200.9			(8.0)			(4)	%	194.9			206.5			(11.6)			(6)	%
Dividends declared per common share	$	0.40		$	0.40		$	—		—	%	$	1.20		$	1.10		$	0.10		9	%

___________________________________________________________________________

N/M—Not Meaningful

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CF INDUSTRIES HOLDINGS, INC.

The following table presents certain supplemental data for the three and nine months ended September 30, 2023 and 2022:

	Three Months Ended September 30,								Nine Months Ended September 30,
	2023		2022		2023 v. 2022				2023		2022		2023 v. 2022
	(dollars in millions, except per MMBtu amounts)
Natural gas supplemental data (per MMBtu)
Natural gas costs in cost of sales(1)	$	2.53	$	8.50	$	(5.97)	(70)	%	$	3.43	$	7.36	$	(3.93)	(53)	%
Realized derivatives loss (gain) in cost of sales(2)	0.01		(0.15)		0.16		N/M		0.47		(0.08)		0.55		N/M
Cost of natural gas used for production in cost of sales	$	2.54	$	8.35	$	(5.81)	(70)	%	$	3.90	$	7.28	$	(3.38)	(46)	%
Average daily market price of natural gas Henry Hub (Louisiana)	$	2.58	$	7.96	$	(5.38)	(68)	%	$	2.46	$	6.66	$	(4.20)	(63)	%
Unrealized net mark-to-market loss (gain) on natural gas derivatives	$	7	$	11	$	(4)	(36)	%	$	(65)	$	(39)	$	(26)	(67)	%
Depreciation and amortization	$	213	$	221	$	(8)	(4)	%	$	640	$	652	$	(12)	(2)	%
Capital expenditures	$	147	$	190	$	(43)	(23)	%	$	311	$	319	$	(8)	(3)	%
Sales volume by product tons (000s)	4,745		4,408		337		8	%	14,218		13,867		351		3	%
Production volume by product tons (000s):
Ammonia(3)	2,238		2,283		(45)		(2)	%	6,971		7,366		(395)		(5)	%
Granular urea	1,081		1,187		(106)		(9)	%	3,414		3,418		(4)		—	%
UAN (32%)	1,749		1,381		368		27	%	5,012		4,879		133		3	%
AN	416		358		58		16	%	1,104		1,162		(58)		(5)	%

___________________________________________________________________________

N/M—Not Meaningful

(1)Includes the cost of natural gas used for production and related transportation that is included in cost of sales during the period under the first-in, first-out inventory cost method.

(2)Includes realized gains and losses on natural gas derivatives settled during the period. Excludes unrealized mark-to-market gains and losses on natural gas derivatives.

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

Third Quarter of 2023 Compared to Third Quarter of 2022

Net Sales

Our total net sales decreased $1.05 billion, or 45%, to $1.27 billion in the third quarter of 2023 compared to $2.32 billion in the third quarter of 2022 due primarily to a decrease in average selling prices, partially offset by an increase in sales volume.

Our average selling price was $268 per ton in the third quarter of 2023, or 49% lower compared to $527 per ton in the third quarter of 2022, due to lower average selling prices across all of our segments. The impact of lower average selling prices was a decrease in net sales of approximately $1.22 billion for the third quarter of 2023 compared to the third quarter of 2022. The decrease in average selling prices reflects the impact of an increase in global supply availability as lower global energy costs drove higher global operating rates.

Our total sales volume of 4.7 million product tons in the third quarter of 2023 was 8% higher compared to 4.4 million product tons in the third quarter of 2022 due primarily to higher sales volume in our UAN, Ammonia, and Other segments, partially offset by lower sales volume in our Granular Urea segment.

Gross ammonia production for the three and nine months ended September 30, 2023 was 2.2 million tons and 7.0 million tons, respectively. We expect gross ammonia production for 2023 will be in a range of 9.0 million to 9.5 million tons as we have an approved plan to permanently close the ammonia plant at our Billingham, U.K. complex.

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Cost of Sales

Our total cost of sales decreased $509 million, or 36%, to $896 million in the third quarter of 2023 from $1.41 billion in the third quarter of 2022. The decrease in our cost of sales was due primarily to lower costs for natural gas, including the impact of realized derivatives, which decreased cost of sales by $496 million, and lower costs for ammonia purchased from PLNL, our joint venture in Trinidad. Lower natural gas costs include the benefit of no longer purchasing natural gas in the United Kingdom for ammonia production. The decrease in our cost of sales from lower natural gas costs was partially offset by the cost to import ammonia in the third quarter of 2023 for our U.K. operations.

Cost of sales averaged $189 per ton in the third quarter of 2023 compared to $319 per ton in the third quarter of 2022. Our cost of natural gas decreased 70% to $2.54 per MMBtu in the third quarter of 2023 from $8.35 per MMBtu in the third quarter of 2022.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $68 million in the third quarter of 2023, a 3% increase from $66 million in the third quarter of 2022.

U.K. Operations

In the three months ended September 30, 2023, we recognized total charges of $5 million, consisting primarily of the recognition of an asset retirement obligation and post-employment benefits related to contractual and statutory obligations due to employees as a result of our approved plan to permanently close the Billingham ammonia plant.

In the three months ended September 30, 2022, we recognized total charges of $95 million consisting of $87 million of asset impairment charges primarily related to property, plant and equipment at our Billingham, U.K. facility and definite-lived intangible assets and $8 million of restructuring charges primarily related to one-time termination benefits. See Note 5—United Kingdom Operations Restructuring for additional information.

Transaction Costs

On March 20, 2023, we entered into an asset purchase agreement with DNLA and IPL to acquire DNLA’s ammonia production complex located in Waggaman, Louisiana, as described above under “Agreement to Purchase Ammonia Production Facility.” In the three months ended September 30, 2023, we incurred $11 million of transaction costs related to the acquisition agreement.

Other Operating—Net

Other operating—net was $13 million of expense in the third quarter of 2023 compared to $25 million of expense in the third quarter of 2022. The decrease of $12 million in other operating—net was due primarily to a loss on foreign currency transactions of $7 million in the third quarter of 2023 compared to $27 million in the third quarter of 2022. Loss on foreign currency transactions consists of foreign currency exchange rate impacts on foreign currency denominated transactions, including the impact of changes in foreign currency exchange rates on intercompany loans that are not permanently invested.

Equity in (Losses) Earnings of Operating Affiliate

Equity in (losses) earnings of operating affiliate was $36 million of losses in the third quarter of 2023 compared to $20 million of earnings in the third quarter of 2022. The $36 million of losses in the third quarter of 2023 includes an impairment of our equity method investment in PLNL of $43 million. See “Items Affecting Comparability of Results—Impairment of equity method investment in PLNL,” above, for further discussion. Lower equity in earnings of operating affiliate also reflects a decrease in the operating results of PLNL as a result of lower ammonia selling prices, partially offset by lower natural gas costs.

Interest Expense

Interest expense was $39 million in the third quarter of 2023 compared to $46 million in the third quarter of 2022. The decrease of $7 million was due primarily to $6 million of tax-related interest expense recorded in the third quarter of 2022 that did not recur in the third quarter of 2023 and was related to income tax matters described under “Items Affecting Comparability of Results—Canada Revenue Agency Competent Authority Matter” and “Items Affecting Comparability of Results—Transfer pricing positions,” above.

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CF INDUSTRIES HOLDINGS, INC.

Interest Income

Interest income was $45 million in the third quarter of 2023 compared to $12 million in the third quarter of 2022. The increase of $33 million reflects higher interest income on short-term investments due primarily to higher interest rates. Short-term investments are included in cash and cash equivalents in our consolidated balance sheet.

Other Non-Operating—Net

Other non-operating—net was $3 million of income in the third quarter of 2023 compared to $23 million of expense in the third quarter of 2022. The $23 million of expense in the third quarter of 2022 was due primarily to a pension settlement loss of $24 million related to the purchase of a non-participating group annuity contract to settle retiree obligations under our primary U.S. defined benefit pension plan, which is more fully described under “Items Affecting Comparability of Results—Pension settlement loss,” above.

Income Taxes

For the three months ended September 30, 2023, we recorded an income tax provision of $23 million on pre-tax income of $253 million, or an effective tax rate of 9.1%, compared to an income tax provision of $155 million on pre-tax income of $693 million, or an effective tax rate of 22.3%, for the three months ended September 30, 2022. For the three months ended September 30, 2023, our income tax provision includes a $9 million income tax benefit arising from the finalization of tax return filing positions and adjustments to accrued withholding taxes as a result of changes reflected on our filed U.S. federal return. This income tax benefit in relation to pre-tax income of $253 million contributed to a lower effective tax rate in the third quarter of 2023 compared to the U.S. statutory rate of 21%.

For the three months ended September 30, 2022, our income tax provision includes $18 million of income tax expense to record a valuation allowance in the United Kingdom due to the uncertainty surrounding the realization of the deferred tax assets as a result of the impairment described in Note 5—United Kingdom Operations Restructuring.

Our effective tax rate is impacted by earnings attributable to the noncontrolling interest in CFN, as our consolidated income tax provision does not include a tax provision on the earnings attributable to the noncontrolling interest. Our effective tax rate for the three months ended September 30, 2023 of 9.1%, which is based on pre-tax income of $253 million, including $66 million of earnings attributable to the noncontrolling interest, would be 3.2 percentage points higher, or 12.3%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interest of $66 million. Our effective tax rate for the three months ended September 30, 2022 of 22.3%, which is based on pre-tax income of $693 million, including $100 million of earnings attributable to the noncontrolling interest, would be 3.7 percentage points higher, or 26.0%, if based on pre-tax income exclusive of the $100 million of earnings attributable to the noncontrolling interest. See Note 14—Noncontrolling Interest for additional information.

Net Earnings Attributable to Noncontrolling Interest

Net earnings attributable to noncontrolling interest decreased $34 million to $66 million in the third quarter of 2023 compared to $100 million in the third quarter of 2022 due to lower earnings of CFN driven by lower average selling prices as described above under “Net Sales.”

Diluted Net Earnings Per Share Attributable to Common Stockholders

Diluted net earnings per share attributable to common stockholders decreased $1.33 to $0.85 per share in the third quarter of 2023 from $2.18 per share in the third quarter of 2022. This decrease was due primarily to a decrease in gross margin, driven by lower average selling prices, partially offset by lower natural gas costs. Lower gross margin was partially offset by a decrease in the income tax provision resulting from lower profitability and pre-tax impairment and restructuring charges related to our U.K. operations of $95 million in the third quarter of 2022 compared to $5 million in the third quarter of 2023. Additionally, diluted weighted-average common shares outstanding declined 4% from 200.9 million shares for the three months ended September 30, 2022 to 192.9 million shares for the three months ended September 30, 2023, due primarily to repurchases of common shares under our share repurchase programs.

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

Net Sales

Our total net sales decreased $3.52 billion, or 41%, to $5.06 billion in the first nine months of 2023 compared to $8.58 billion in the first nine months of 2022 due primarily to a 42% decrease in average selling prices.

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CF INDUSTRIES HOLDINGS, INC.

Our average selling price was $356 per ton in the first nine months of 2023 compared to $619 per ton in the first nine months of 2022, due to lower average selling prices across all of our segments, primarily driven by an increase in global supply availability due to higher global inventories entering 2023 and lower global energy costs, which drove higher global operating rates. The impact of lower average selling prices was a decrease in net sales of approximately $3.68 billion for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022.

Cost of Sales

Our total cost of sales decreased $957 million, or 24%, to $3.02 billion in the first nine months of 2023 from $3.97 billion in the first nine months of 2022. The decrease in our cost of sales was due primarily to lower costs for natural gas, including the impact of realized derivatives, which decreased cost of sales by $828 million, and lower costs for ammonia purchased from PLNL, our joint venture in Trinidad. Lower natural gas costs include the benefit of no longer purchasing natural gas in the United Kingdom for ammonia production. The decrease in our cost of sales from lower natural gas costs was partially offset by the cost to import ammonia in the first nine months of 2023 for our U.K. operations.

Cost of sales also includes the impact of a $65 million unrealized net mark-to-market gain on natural gas derivatives in the first nine months of 2023 compared to a $39 million gain in the first nine months of 2022.

Cost of sales averaged $212 per ton in the first nine months of 2023 compared to $287 per ton in the first nine months of 2022. Our cost of natural gas decreased 46% to $3.90 per MMBtu in the first nine months of 2023 from $7.28 per MMBtu in the first nine months of 2022.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $10 million to $213 million in the first nine months of 2023 compared to $203 million in the first nine months of 2022. The increase was due primarily to higher costs related to certain corporate initiatives, including higher amortization due to our recently implemented enterprise resource planning (ERP) system.

U.K. Operations

In the first nine months of 2023, we recognized total charges of $7 million, consisting primarily of the recognition of an asset retirement obligation and post-employment benefits related to contractual and statutory obligations due to employees as a result of our approved plan to permanently close the Billingham ammonia plant in the third quarter of 2023.

In the first nine months of 2022, we recognized total charges of $257 million, consisting of $239 million of asset impairment charges primarily related to property, plant and equipment at our Billingham and Ince facilities and $18 million of restructuring charges primarily related to post-employment benefits related to contractual and statutory obligations and one-time termination benefits. See Note 5—United Kingdom Operations Restructuring for additional information.

Transaction Costs

On March 20, 2023, we entered into an asset purchase agreement with DNLA and IPL to acquire DNLA’s ammonia production complex located in Waggaman, Louisiana, as described above under “Agreement to Purchase Ammonia Production Facility.” In the nine months ended September 30, 2023, we incurred $27 million of transaction costs related to the acquisition agreement.

Other Operating—Net

Other operating—net was $19 million of income in the first nine months of 2023 compared to $33 million of expense in the first nine months of 2022. The $19 million of income in the first nine months of 2023 consists primarily of gains on the sales of emission credits, partially offset by FEED study costs for our proposed plans to construct an export-oriented blue ammonia facility with Mitsui, and a loss on foreign currency transactions of $5 million. See “Our Commitment to a Clean Energy Economy,” above, for additional information related to our proposed joint venture with Mitsui.

The $33 million of expense in the first nine months of 2022 consists primarily of a loss on foreign currency transactions of $38 million. Loss on foreign currency transactions consists of foreign currency exchange rate impacts on foreign currency denominated transactions, including the impact of changes in foreign currency exchange rates on intercompany loans that are not permanently invested.

Equity in (Losses) Earnings of Operating Affiliate

Equity in (losses) earnings of operating affiliate was $12 million of losses in the first nine months of 2023 compared to $74 million of earnings in the first nine months of 2022. The $12 million of losses in the first nine months of 2023 includes an

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impairment of our equity method investment in PLNL of $43 million recognized in the third quarter of 2023. See “Items Affecting Comparability of Results—Impairment of equity method investment in PLNL,” above, for further discussion. Lower equity in earnings of operating affiliate also reflects a decrease in the operating results of PLNL as a result of lower ammonia selling prices, partially offset by lower natural gas costs.

Interest Expense

Interest expense was $115 million in the first nine months of 2023 compared to $369 million in the first nine months of 2022. The decrease of $254 million was due primarily to $246 million of tax-related interest expense recorded in the first nine months of 2022, including $234 million of interest expense related to income tax matters described under “Items Affecting Comparability of Results—Canada Revenue Agency Competent Authority Matter” and “Items Affecting Comparability of Results—Transfer pricing positions,” above. In addition, the decrease in interest expense was due to lower interest expense on borrowings due to the redemption of $500 million principal amount of the 2023 Notes in April 2022 prior to their scheduled maturity.

Interest Income

Interest income was $115 million in the first nine months of 2023 compared to $56 million in the first nine months of 2022. The increase of $59 million reflects an $84 million increase in interest income on short-term investments in the first nine months of 2023 due primarily to higher interest rates. Partially offsetting this was interest income recorded in the first nine months of 2022 that did not recur in the first nine months of 2023, which was related to income tax matters described under “Items Affecting Comparability of Results—Canada Revenue Agency Competent Authority Matter” and “Items Affecting Comparability of Results—Transfer pricing positions,” above.

Loss on Debt Extinguishment

Loss on debt extinguishment of $8 million in the first nine months of 2022 is described under “Items Affecting Comparability of Results—Loss on debt extinguishment,” above.

Income Taxes

For the nine months ended September 30, 2023, we recorded an income tax provision of $326 million on pre-tax income of $1.81 billion, or an effective tax rate of 18.0%, compared to an income tax provision of $913 million on pre-tax income of $3.84 billion, or an effective tax rate of 23.8%, for the nine months ended September 30, 2022.

Our effective tax rate is impacted by earnings attributable to the noncontrolling interest in CFN, as our consolidated income tax provision does not include a tax provision on the earnings attributable to the noncontrolling interest. Our effective tax rate for the nine months ended September 30, 2023 of 18.0%, which is based on pre-tax income of $1.81 billion, including $235 million of earnings attributable to the noncontrolling interest, would be 2.7 percentage points higher, or 20.7%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interest of $235 million. Our effective tax rate for the nine months ended September 30, 2022 of 23.8%, which is based on pre-tax income of $3.84 billion, including $442 million of earnings attributable to the noncontrolling interest, would be 3.1 percentage points higher, or 26.9%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interest of $442 million.

In addition, for the nine months ended September 30, 2022, our income tax provision includes $18 million of income tax expense to record a valuation allowance in the United Kingdom, $22 million of income tax benefit due to share-based compensation activity and $78 million of income tax provision related to the Canada Revenue Agency Competent Authority Matter, which is described above under “Items Affecting Comparability of Results.”

Net Earnings Attributable to Noncontrolling Interest

Net earnings attributable to noncontrolling interest decreased $207 million to $235 million in the first nine months of 2023 compared to $442 million in the first nine months of 2022 due to lower earnings of CFN driven by lower average selling prices as described above under “Net Sales.”

Diluted Net Earnings Per Share Attributable to Common Stockholders

Diluted net earnings per share attributable to common stockholders decreased $5.62 to $6.42 per share in the first nine months of 2023 from $12.04 per share in the first nine months of 2022. This decrease was due primarily to a decrease in gross margin, driven by lower average selling prices, partially offset by lower costs for natural gas. Lower gross margin was partially offset by a decrease in the income tax provision resulting from lower profitability, a decrease in interest expense due primarily to interest expense on tax liabilities in the first nine months of 2022 related to Canadian-U.S. transfer pricing matters that did

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not recur in the first nine months of 2023, and pre-tax impairment and restructuring charges related to our U.K. operations of $257 million in the first nine months of 2022 compared to $7 million in the first nine months of 2023. Additionally, diluted weighted-average common shares outstanding declined 6% from 206.5 million shares for the nine months ended September 30, 2022 to 194.9 million shares for the nine months ended September 30, 2023, due primarily to repurchases of common shares under our share repurchase programs.

Operating Results by Business Segment

Our reportable segments consist of Ammonia, Granular Urea, UAN, AN and Other. These segments are differentiated by products. Our management uses gross margin to evaluate segment performance and allocate resources. Total other operating costs and expenses (consisting primarily of selling, general and administrative expenses and other operating—net) and non-operating expenses (consisting primarily of interest and income taxes), are centrally managed and are not included in the measurement of segment profitability reviewed by management. The following table presents summary operating results by business segment:

	Ammonia			Granular Urea(1)			UAN(1)			AN(1)			Other(1)			Consolidated
	(dollars in millions)
Three months ended September 30, 2023
Net sales	$	235		$	360		$	435		$	114		$	129		$	1,273
Cost of sales	214			226			302			79			75			896
Gross margin	$	21		$	134		$	133		$	35		$	54		$	377
Gross margin percentage	8.9		%	37.2		%	30.6		%	30.7		%	41.9		%	29.6		%
Three months ended September 30, 2022
Net sales	$	531		$	689		$	736		$	180		$	185		$	2,321
Cost of sales	353			394			414			136			108			1,405
Gross margin	$	178		$	295		$	322		$	44		$	77		$	916
Gross margin percentage	33.5		%	42.8		%	43.8		%	24.4		%	41.6		%	39.5		%
Nine months ended September 30, 2023
Net sales	$	1,184		$	1,431		$	1,650		$	377		$	418		$	5,060
Cost of sales	797			775			937			264			243			3,016
Gross margin	$	387		$	656		$	713		$	113		$	175		$	2,044
Gross margin percentage	32.7		%	45.8		%	43.2		%	30.0		%	41.9		%	40.4		%
Nine months ended September 30, 2022
Net sales	$	2,286		$	2,287		$	2,727		$	656		$	622		$	8,578
Cost of sales	1,075			1,024			1,102			458			314			3,973
Gross margin	$	1,211		$	1,263		$	1,625		$	198		$	308		$	4,605
Gross margin percentage	53.0		%	55.2		%	59.6		%	30.2		%	49.5		%	53.7		%

_______________________________________________________________________________

(1)The cost of the products that are upgraded into other products is transferred at cost into the upgraded product results.

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Ammonia Segment

Our Ammonia segment produces anhydrous ammonia (ammonia), which is the base product that we manufacture, containing 82% nitrogen and 18% hydrogen. The results of our Ammonia segment consist of sales of ammonia to external customers for its nitrogen content as a fertilizer, in emissions control and in other industrial applications. In addition, we upgrade ammonia into other nitrogen products such as granular urea, UAN and AN.

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

	Three Months Ended September 30,											Nine Months Ended September 30,
	2023			2022			2023 v. 2022					2023			2022			2023 v. 2022
	(dollars in millions, except per ton amounts)
Net sales	$	235		$	531		$	(296)		(56)	%	$	1,184		$	2,286		$	(1,102)		(48)	%
Cost of sales	214			353			(139)			(39)	%	797			1,075			(278)			(26)	%
Gross margin	$	21		$	178		$	(157)		(88)	%	$	387		$	1,211		$	(824)		(68)	%
Gross margin percentage	8.9		%	33.5		%	(24.6)		%			32.7		%	53.0		%	(20.3)		%
Sales volume by product tons (000s)	764			643			121			19	%	2,469			2,405			64			3	%
Sales volume by nutrient tons (000s)(1)	627			528			99			19	%	2,025			1,973			52			3	%
Average selling price per product ton	$	308		$	826		$	(518)		(63)	%	$	480		$	951		$	(471)		(50)	%
Average selling price per nutrient ton(1)	$	375		$	1,006		$	(631)		(63)	%	$	585		$	1,159		$	(574)		(50)	%
Gross margin per product ton	$	27		$	277		$	(250)		(90)	%	$	157		$	504		$	(347)		(69)	%
Gross margin per nutrient ton(1)	$	33		$	337		$	(304)		(90)	%	$	191		$	614		$	(423)		(69)	%
Depreciation and amortization	$	39		$	35		$	4		11	%	$	117		$	119		$	(2)		(2)	%
Unrealized net mark-to-market loss (gain) on natural gas derivatives	$	2		$	4		$	(2)		50	%	$	(19)		$	(6)		$	(13)		(217)	%

_______________________________________________________________________________

(1)Ammonia represents 82% nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.

Third Quarter of 2023 Compared to Third Quarter of 2022

Net Sales.    Net sales in our Ammonia segment decreased by $296 million, or 56%, to $235 million in the third quarter of 2023 from $531 million in the third quarter of 2022 due to a 63% decrease in average selling prices, partially offset by a 19% increase in sales volume. Average selling prices decreased to $308 per ton in the third quarter of 2023 compared to $826 per ton in the third quarter of 2022 due primarily to an increase in global supply availability as lower global energy costs drove higher global operating rates. The increase in sales volume was due primarily to higher supply availability resulting from higher beginning inventory.

Cost of Sales.    Cost of sales in our Ammonia segment averaged $281 per ton in the third quarter of 2023, a 49% decrease from $549 per ton in the third quarter of 2022. The decrease was due primarily to lower realized natural gas costs, including the impact of realized derivatives, a lower cost per ton for ammonia purchased from PLNL, our joint venture in Trinidad, and lower manufacturing and maintenance costs.

Gross Margin.    Gross margin in our Ammonia segment decreased by $157 million to $21 million in the third quarter of 2023 from $178 million in the third quarter of 2022, and our gross margin percentage was 8.9% in the third quarter of 2023 compared to 33.5% in the third quarter of 2022. The decrease in gross margin was due primarily to a 63% decrease in average selling prices, which decreased gross margin by $391 million. This decrease in gross margin was partially offset by a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $121 million, a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $57 million, and an increase in sales volume, which increased gross margin by $54 million. Gross margin in the third quarter of 2023 also includes the impact of a $2 million unrealized net mark-to-market loss on natural gas derivatives compared to a $4 million loss in the third quarter of 2022.

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

Net Sales.    Net sales in our Ammonia segment decreased by $1.10 billion, or 48%, to $1.18 billion in the nine months ended September 30, 2023 from $2.29 billion in the nine months ended September 30, 2022 due to a 50% decrease in average selling prices, partially offset by a 3% increase in sales volume. Average selling prices decreased to $480 per ton in the nine

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months ended September 30, 2023 compared to $951 per ton in the nine months ended September 30, 2022 due primarily to an increase in global supply availability as lower global energy costs drove higher global operating rates.

Cost of Sales.    Cost of sales in our Ammonia segment averaged $323 per ton in the nine months ended September 30, 2023, a 28% decrease from $447 per ton in the nine months ended September 30, 2022. The decrease was due primarily to lower realized natural gas costs, including the impact of realized derivatives, and a lower cost per ton for ammonia purchased from PLNL, our joint venture in Trinidad.

Gross Margin.    Gross margin in our Ammonia segment decreased by $824 million to $387 million in the nine months ended September 30, 2023 from $1.21 billion in the nine months ended September 30, 2022, and our gross margin percentage was 32.7% in the nine months ended September 30, 2023 compared to 53.0% in the nine months ended September 30, 2022. The decrease in gross margin was due primarily to a 50% decrease in average selling prices, which decreased gross margin by $1.14 billion, and the impact of changes in sales volume and mix, which decreased gross margin by $37 million. These factors that decreased gross margin were partially offset by a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $183 million, and a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $157 million. Gross margin also includes the impact of a $19 million unrealized net mark-to-market gain on natural gas derivatives in the nine months ended September 30, 2023 compared to a $6 million gain in the nine months ended September 30, 2022.

Granular Urea Segment

Our Granular Urea segment produces granular urea, which contains 46% nitrogen. Produced from ammonia and carbon dioxide, it has the highest nitrogen content of any of our solid nitrogen fertilizers. Granular urea is produced at our Donaldsonville, Port Neal and Medicine Hat complexes.

The following table presents summary operating data for our Granular Urea segment:

	Three Months Ended September 30,											Nine Months Ended September 30,
	2023			2022			2023 v. 2022					2023			2022			2023 v. 2022
	(dollars in millions, except per ton amounts)
Net sales	$	360		$	689		$	(329)		(48)	%	$	1,431		$	2,287		$	(856)		(37)	%
Cost of sales	226			394			(168)			(43)	%	775			1,024			(249)			(24)	%
Gross margin	$	134		$	295		$	(161)		(55)	%	$	656		$	1,263		$	(607)		(48)	%
Gross margin percentage	37.2		%	42.8		%	(5.6)		%			45.8		%	55.2		%	(9.4)		%
Sales volume by product tons (000s)	1,062			1,262			(200)			(16)	%	3,532			3,539			(7)			—	%
Sales volume by nutrient tons (000s)(1)	488			580			(92)			(16)	%	1,625			1,628			(3)			—	%
Average selling price per product ton	$	339		$	546		$	(207)		(38)	%	$	405		$	646		$	(241)		(37)	%
Average selling price per nutrient ton(1)	$	738		$	1,188		$	(450)		(38)	%	$	881		$	1,405		$	(524)		(37)	%
Gross margin per product ton	$	126		$	234		$	(108)		(46)	%	$	186		$	357		$	(171)		(48)	%
Gross margin per nutrient ton(1)	$	275		$	509		$	(234)		(46)	%	$	404		$	776		$	(372)		(48)	%
Depreciation and amortization	$	66		$	79		$	(13)		(16)	%	$	216		$	213		$	3		1	%
Unrealized net mark-to-market loss (gain) on natural gas derivatives	$	2		$	4		$	(2)		(50)	%	$	(18)		$	(4)		$	(14)		(350)	%

_______________________________________________________________________________

(1)Granular urea represents 46% nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.

Third Quarter of 2023 Compared to Third Quarter of 2022

Net Sales.    Net sales in our Granular Urea segment decreased $329 million, or 48%, to $360 million in the third quarter of 2023 from $689 million in the third quarter of 2022 due primarily to a 38% decrease in average selling prices and a 16% decrease in sales volume. Average selling prices decreased to $339 per ton in the third quarter of 2023 compared to $546 per ton in the third quarter of 2022, due primarily to an increase in global supply availability as lower global energy costs drove higher global operating rates and new global production came on line. Sales volume was lower due primarily to lower supply availability resulting from lower production and lower beginning inventory.

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Cost of Sales.    Cost of sales in our Granular Urea segment averaged $213 per ton in the third quarter of 2023 compared to $312 per ton in the third quarter of 2022. The decrease was due primarily to lower realized natural gas costs, including the impact of realized derivatives.

Gross Margin.    Gross margin in our Granular Urea segment decreased by $161 million to $134 million in the third quarter of 2023 from $295 million in the third quarter of 2022, and our gross margin percentage was 37.2% in the third quarter of 2023 compared to 42.8% in the third quarter of 2022. The decrease in gross margin was due primarily to a 38% decrease in average selling prices, which decreased gross margin by $217 million, a 16% decrease in sales volume, which decreased gross margin by $54 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $4 million. These factors that decreased gross margin were partially offset by a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $112 million. Gross margin in the third quarter of 2023 also includes the impact of a $2 million unrealized net mark-to-market loss on natural gas derivatives compared to a $4 million loss in the third quarter of 2022.

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

Net Sales.    Net sales in our Granular Urea segment decreased $856 million, or 37%, to $1.43 billion in the nine months ended September 30, 2023 from $2.29 billion in the nine months ended September 30, 2022 due primarily to a 37% decrease in average selling prices. Average selling prices decreased to $405 per ton in the nine months ended September 30, 2023 compared to $646 per ton in the nine months ended September 30, 2022, due primarily to an increase in global supply availability as lower global energy costs drove higher global operating rates and new global production came on line.

Cost of Sales.    Cost of sales in our Granular Urea segment averaged $219 per ton in the nine months ended September 30, 2023 compared to $289 per ton in the nine months ended September 30, 2022. The decrease was due primarily to lower realized natural gas costs, including the impact of realized derivatives.

Gross Margin.    Gross margin in our Granular Urea segment decreased by $607 million to $656 million in the nine months ended September 30, 2023 from $1.26 billion in the nine months ended September 30, 2022, and our gross margin percentage was 45.8% in the nine months ended September 30, 2023 compared to 55.2% in the nine months ended September 30, 2022. The decrease in gross margin was due primarily to a 37% decrease in average selling prices, which decreased gross margin by $890 million. The decrease in average selling prices was partially offset by a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $199 million, the impact of changes in sales volume and mix, which increased gross margin by $65 million, and a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $5 million. Gross margin also includes the impact of an $18 million unrealized net mark-to-market gain on natural gas derivatives in the nine months ended September 30, 2023 compared to a $4 million gain in the nine months ended September 30, 2022.

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UAN Segment

Our UAN segment produces urea ammonium nitrate solution (UAN). UAN, a liquid fertilizer product with a nitrogen content that typically ranges from 28% to 32%, is produced by combining urea and ammonium nitrate. UAN is produced at our Courtright, Donaldsonville, Port Neal, Verdigris, Woodward and Yazoo City complexes.

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

	Three Months Ended September 30,											Nine Months Ended September 30,
	2023			2022			2023 v. 2022					2023			2022			2023 v. 2022
	(dollars in millions, except per ton amounts)
Net sales	$	435		$	736		$	(301)		(41)	%	$	1,650		$	2,727		$	(1,077)		(39)	%
Cost of sales	302			414			(112)			(27)	%	937			1,102			(165)			(15)	%
Gross margin	$	133		$	322		$	(189)		(59)	%	$	713		$	1,625		$	(912)		(56)	%
Gross margin percentage	30.6		%	43.8		%	(13.2)		%			43.2		%	59.6		%	(16.4)		%
Sales volume by product tons (000s)	1,954			1,644			310			19	%	5,425			5,098			327			6	%
Sales volume by nutrient tons (000s)(1)	616			519			97			19	%	1,710			1,610			100			6	%
Average selling price per product ton	$	223		$	448		$	(225)		(50)	%	$	304		$	535		$	(231)		(43)	%
Average selling price per nutrient ton(1)	$	706		$	1,418		$	(712)		(50)	%	$	965		$	1,694		$	(729)		(43)	%
Gross margin per product ton	$	68		$	196		$	(128)		(65)	%	$	131		$	319		$	(188)		(59)	%
Gross margin per nutrient ton(1)	$	216		$	620		$	(404)		(65)	%	$	417		$	1,009		$	(592)		(59)	%
Depreciation and amortization	$	78		$	73		$	5		7	%	$	214		$	208		$	6		3	%
Unrealized net mark-to-market loss (gain) on natural gas derivatives	$	3		$	4		$	(1)		(25)	%	$	(18)		$	(4)		$	(14)		(350)	%

_______________________________________________________________________________

(1)UAN represents between 28% and 32% of nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.

Third Quarter of 2023 Compared to Third Quarter of 2022

Net Sales.    Net sales in our UAN segment decreased $301 million, or 41%, to $435 million in the third quarter of 2023 from $736 million in the third quarter of 2022 due to a 50% decrease in average selling prices, partially offset by a 19% increase in sales volume. Average selling prices decreased to $223 per ton in the third quarter of 2023 compared to $448 per ton in the third quarter of 2022 due primarily to an increase in global supply availability as lower global energy costs drove higher global operating rates. The increase in sales volume was due primarily to higher supply availability resulting from higher production.

Cost of Sales.    Cost of sales in our UAN segment averaged $155 per ton in the third quarter of 2023, a 38% decrease from $252 per ton in the third quarter of 2022, due primarily to the impact of lower realized natural gas costs, including the impact of realized derivatives, and lower manufacturing and maintenance costs.

Gross Margin.    Gross margin in our UAN segment decreased by $189 million to $133 million in the third quarter of 2023 from $322 million in the third quarter of 2022, and our gross margin percentage was 30.6% in the third quarter of 2023 compared to 43.8% in the third quarter of 2022. The decrease in gross margin was due primarily to a 50% decrease in average selling prices, which decreased gross margin by $446 million. This decrease in gross margin was partially offset by a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $142 million, a 19% increase in sales volume, which increased gross margin by $84 million, and a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $30 million. Gross margin in the third quarter of 2023 also includes the impact of a $3 million unrealized net mark-to-market loss on natural gas derivatives compared to a $4 million loss in the third quarter of 2022.

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

Net Sales.    Net sales in our UAN segment decreased $1.08 billion, or 39%, to $1.65 billion in the nine months ended September 30, 2023 from $2.73 billion in the nine months ended September 30, 2022 due primarily to a 43% decrease in average selling prices, partially offset by a 6% increase in sales volume. Average selling prices decreased to $304 per ton in the nine months ended September 30, 2023 compared to $535 per ton in the nine months ended September 30, 2022 due primarily to an increase in global supply availability as lower global energy costs drove higher global operating rates and an increase in

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Russian imports into the United States. The increase in sales volume was due primarily to higher supply availability resulting from higher production.

Cost of Sales.    Cost of sales in our UAN segment averaged $173 per ton in the nine months ended September 30, 2023, a 20% decrease from $216 per ton in the nine months ended September 30, 2022, due primarily to the impact of lower realized natural gas costs, including the impact of realized derivatives.

Gross Margin.    Gross margin in our UAN segment decreased by $912 million to $713 million in the nine months ended September 30, 2023 from $1.63 billion in the nine months ended September 30, 2022, and our gross margin percentage was 43.2% in the nine months ended September 30, 2023 compared to 59.6% in the nine months ended September 30, 2022. The decrease in gross margin was due primarily to a 43% decrease in average selling prices, which decreased gross margin by $1.24 billion. This decrease in gross margin was partially offset by a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $200 million, a 6% increase in sales volume, which increased gross margin by $101 million, and a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $17 million. Gross margin also includes the impact of an $18 million unrealized net mark-to-market gain on natural gas derivatives in the nine months ended September 30, 2023 compared to a $4 million gain in the nine months ended September 30, 2022.

AN Segment

Our AN segment produces ammonium nitrate (AN). AN, which has a nitrogen content between 29% and 35%, is produced by combining anhydrous ammonia and nitric acid. AN is used as nitrogen fertilizer and is also used by industrial customers for commercial explosives and blasting systems. AN is produced at our Yazoo City and Billingham complexes.

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

	Three Months Ended September 30,											Nine Months Ended September 30,
	2023			2022			2023 v. 2022					2023			2022			2023 v. 2022
	(dollars in millions, except per ton amounts)
Net sales	$	114		$	180		$	(66)		(37)	%	$	377		$	656		$	(279)		(43)	%
Cost of sales	79			136			(57)			(42)	%	264			458			(194)			(42)	%
Gross margin	$	35		$	44		$	(9)		(20)	%	$	113		$	198		$	(85)		(43)	%
Gross margin percentage	30.7		%	24.4		%	6.3		%			30.0		%	30.2		%	(0.2)		%
Sales volume by product tons (000s)	414			363			51			14	%	1,157			1,227			(70)			(6)	%
Sales volume by nutrient tons (000s)(1)	141			124			17			14	%	396			419			(23)			(5)	%
Average selling price per product ton	$	275		$	496		$	(221)		(45)	%	$	326		$	535		$	(209)		(39)	%
Average selling price per nutrient ton(1)	$	809		$	1,452		$	(643)		(44)	%	$	952		$	1,566		$	(614)		(39)	%
Gross margin per product ton	$	85		$	121		$	(36)		(30)	%	$	98		$	161		$	(63)		(39)	%
Gross margin per nutrient ton(1)	$	248		$	355		$	(107)		(30)	%	$	285		$	473		$	(188)		(40)	%
Depreciation and amortization	$	13		$	14		$	(1)		(7)	%	$	36		$	48		$	(12)		(25)	%
Unrealized net mark-to-market gain on natural gas derivatives	$	—		$	(1)		$	1		100	%	$	(3)		$	(18)		$	15		83	%

_______________________________________________________________________________

(1)AN represents between 29% and 35% of nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.

Third Quarter of 2023 Compared to Third Quarter of 2022

In September 2022, as a result of extremely high and volatile natural gas prices and the lack of a corresponding increase in global nitrogen product market prices, we idled ammonia production at our Billingham complex. Since that time, we have imported ammonia for upgrade into AN and other nitrogen products at that location, including nitric acid and aqua ammonia, which are included in our Other segment. In the third quarter of 2023, we approved our plan to permanently close the ammonia plant at our Billingham complex.

Net Sales.    Net sales in our AN segment decreased $66 million, or 37%, to $114 million in the third quarter of 2023 from $180 million in the third quarter of 2022 due to a 45% decrease in average selling prices, partially offset by a 14% increase in sales volume. Average selling prices decreased to $275 per ton in the third quarter of 2023 compared to $496 per ton in the third quarter of 2022 due primarily to an increase in global supply availability as lower global energy costs drove higher global operating rates. Sales volume increased due primarily to higher supply availability resulting from higher production.

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CF INDUSTRIES HOLDINGS, INC.

Cost of Sales.    Cost of sales in our AN segment averaged $190 per ton in the third quarter of 2023, a 49% decrease from $375 per ton in the third quarter of 2022. The decrease was due primarily to lower production costs for our Billingham complex in the third quarter of 2023, as purchased ammonia was used for upgrading into AN as compared to the higher-cost natural gas used to produce ammonia to upgrade into AN in the third quarter of 2022. In addition, the decrease in cost of sales per ton reflects lower realized natural gas costs in North America in the third quarter of 2023 compared to the third quarter of 2022.

Gross Margin.    Gross margin in our AN segment decreased $9 million to $35 million in the third quarter of 2023 from $44 million in the third quarter of 2022. The decrease in gross margin reflects the following:

•a decrease in average selling prices of 45%, which decreased gross margin by $88 million, partially offset by an increase in sales volume of 14%, which increased gross margin by $5 million;

•a decrease in realized natural gas costs, which increased gross margin by $77 million, due primarily to the closure of our Billingham ammonia plant, partially offset by a net increase in manufacturing, maintenance and other costs of $2 million, driven by the cost for purchased ammonia for upgrade at our Billingham complex, partially offset by lower production costs; and

•the impact of a $1 million unrealized net mark-to-market gain on natural gas derivatives in the third quarter of 2022.

Our gross margin percentage was 30.7% in the third quarter of 2023 compared to 24.4% in the third quarter of 2022. The increase was due primarily to lower production costs for our Billingham complex in the third quarter of 2023 as purchased ammonia was used for upgrading into AN as compared to the higher-cost natural gas used to produce ammonia to upgrade into AN in the third quarter of 2022.

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

Net Sales.    Net sales in our AN segment decreased $279 million, or 43%, to $377 million in the nine months ended September 30, 2023 from $656 million in the nine months ended September 30, 2022 due to a 39% decrease in average selling prices and a 6% decrease in sales volume. Average selling prices decreased to $326 per ton in the nine months ended September 30, 2023 compared to $535 per ton in the nine months ended September 30, 2022 due primarily to an increase in global supply availability as lower global energy costs drove higher global operating rates. Sales volume decreased due primarily to lower supply availability resulting from lower production.

Cost of Sales.    Cost of sales in our AN segment averaged $228 per ton in the nine months ended September 30, 2023, a 39% decrease from $374 per ton in the nine months ended September 30, 2022. The decrease was due primarily to lower production costs for our Billingham complex in the first nine months of 2023, as purchased ammonia was used for upgrading into AN as compared to the higher-cost natural gas used to produce ammonia to upgrade into AN in the first nine months of 2022. In addition, the decrease in cost of sales per ton reflects lower realized natural gas costs in North America in the first nine months of 2023 compared to the first nine months of 2022.

Gross Margin.    Gross margin in our AN segment decreased $85 million to $113 million in the nine months ended September 30, 2023 from $198 million in the nine months ended September 30, 2022, and our gross margin percentage was 30.0% in the nine months ended September 30, 2023 compared to 30.2% in the nine months ended September 30, 2022. The decrease in gross margin reflects the following:

•a decrease in average selling prices of 39%, which decreased gross margin by $198 million, and a decrease in sales volume of 6%, which decreased gross margin by $20 million;

•a decrease in realized natural gas costs, which increased gross margin by $183 million, due primarily to the closure of our Billingham ammonia plant, partially offset by a net increase of $35 million in manufacturing, maintenance and other costs, driven by the cost for purchased ammonia for upgrade at our Billingham complex, partially offset by lower production costs; and

•the impact of a $3 million unrealized net mark-to-market gain on natural gas derivatives in the nine months ended September 30, 2023 compared to an $18 million gain in the nine months ended September 30, 2022.

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CF INDUSTRIES HOLDINGS, INC.

Other Segment

Our Other segment primarily includes the following products:

•diesel exhaust fluid (DEF), an aqueous urea solution typically made with 32.5% or 50% high-purity urea and the remainder deionized water;

•urea liquor, a liquid product that we sell in concentrations of 40%, 50% and 70% urea as a chemical intermediate; and

•nitric acid, a nitrogen-based mineral acid that is used in the production of nitrate-based fertilizers, nylon precursors and other specialty chemicals.

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

	Three Months Ended September 30,											Nine Months Ended September 30,
	2023			2022			2023 v. 2022					2023			2022			2023 v. 2022
	(dollars in millions, except per ton amounts)
Net sales	$	129		$	185		$	(56)		(30)	%	$	418		$	622		$	(204)		(33)	%
Cost of sales	75			108			(33)			(31)	%	243			314			(71)			(23)	%
Gross margin	$	54		$	77		$	(23)		(30)	%	$	175		$	308		$	(133)		(43)	%
Gross margin percentage	41.9		%	41.6		%	0.3		%			41.9		%	49.5		%	(7.6)		%
Sales volume by product tons (000s)	551			496			55			11	%	1,635			1,598			37			2	%
Sales volume by nutrient tons (000s)(1)	108			99			9			9	%	321			313			8			3	%
Average selling price per product ton	$	234		$	373		$	(139)		(37)	%	$	256		$	389		$	(133)		(34)	%
Average selling price per nutrient ton(1)	$	1,194		$	1,869		$	(675)		(36)	%	$	1,302		$	1,987		$	(685)		(34)	%
Gross margin per product ton	$	98		$	155		$	(57)		(37)	%	$	107		$	193		$	(86)		(45)	%
Gross margin per nutrient ton(1)	$	500		$	778		$	(278)		(36)	%	$	545		$	984		$	(439)		(45)	%
Depreciation and amortization	$	15		$	17		$	(2)		(12)	%	$	48		$	53		$	(5)		(9)	%
Unrealized net mark-to-market gain on natural gas derivatives	$	—		$	—		$	—		—	%	$	(7)		$	(7)		$	—		—	%

_______________________________________________________________________________

(1)Nutrient tons represent the tons of nitrogen within the product tons.

Third Quarter of 2023 Compared to Third Quarter of 2022

In June 2022, we approved and announced our proposed plan to restructure our U.K. operations, including the planned permanent closure of our Ince facility. In August 2022, the final restructuring plan was approved, and decommissioning activities were initiated. We produced compound fertilizer products (NPKs), which are solid granular fertilizer products for which the nutrient content is a combination of nitrogen, phosphorus and potassium, only at our Ince facility, and closure of this facility resulted in our discontinuation of the NPK product line.

In September 2022, as a result of extremely high and volatile natural gas prices and the lack of a corresponding increase in global nitrogen product market prices, we idled ammonia production at our Billingham complex. Since that time, we have imported ammonia for upgrade into AN and other nitrogen products at that location, including nitric acid and aqua ammonia, which are included in our Other segment. In the third quarter of 2023, we approved our plan to permanently close the ammonia plant at our Billingham complex.

Net Sales.    Net sales in our Other segment decreased by $56 million, or 30%, to $129 million in the third quarter of 2023 from $185 million in the third quarter of 2022 due to a 37% decrease in average selling prices, partially offset by an 11% increase in sales volume. The decrease in average selling prices was due primarily to an increase in global supply availability as lower global energy costs drove higher global operating rates. The increase in sales volume was due to higher DEF and nitric acid sales volumes, partially offset by lower urea liquor sales volume.

Cost of Sales.    Cost of sales in our Other segment averaged $136 per ton in the third quarter of 2023, a 38% decrease from $218 per ton in the third quarter of 2022, due primarily to lower production costs for our Billingham complex in the third quarter of 2023, as purchased ammonia was used for upgrading into other nitrogen products as compared to the higher-cost natural gas used to produce ammonia to upgrade into other nitrogen products in the third quarter of 2022. In addition, the decrease in cost of sales per ton reflects lower realized natural gas costs in North America in the third quarter of 2023 compared to the third quarter of 2022.

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CF INDUSTRIES HOLDINGS, INC.

Gross Margin.    Gross margin in our Other segment decreased by $23 million to $54 million in the third quarter of 2023 from $77 million in the third quarter of 2022, and our gross margin percentage was 41.9% in the third quarter of 2023 compared to 41.6% in the third quarter of 2022. The decrease in gross margin reflects the following:

•a decrease in average selling prices of 37%, which decreased gross margin by $74 million, partially offset by an increase in sales volume of 11%, which increased gross margin by $8 million; and

•a decrease in realized natural gas costs, which increased gross margin by $44 million, due primarily to the closure of our Billingham ammonia plant, partially offset by a net increase of $1 million in manufacturing, maintenance and other costs, driven by the cost for purchased ammonia for upgrade at our Billingham complex, partially offset by lower production costs.

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

Net Sales.    Net sales in our Other segment decreased by $204 million, or 33%, to $418 million in the nine months ended September 30, 2023 from $622 million in the nine months ended September 30, 2022 due to a 34% decrease in average selling prices partially offset by a 2% increase in sales volume. The decrease in average selling prices was due primarily to an increase in global supply availability as lower global energy costs drove higher global operating rates.

Cost of Sales.    Cost of sales in our Other segment averaged $149 per ton in the nine months ended September 30, 2023, a 24% decrease from $196 per ton in the nine months ended September 30, 2022, due primarily to lower production costs for our Billingham complex in the first nine months of 2023, as purchased ammonia was used for upgrading into other nitrogen products as compared to the higher-cost natural gas used to produce ammonia to upgrade into other nitrogen products in the first nine months of 2022.

Gross Margin.    Gross margin in our Other segment decreased by $133 million to $175 million in the nine months ended September 30, 2023 from $308 million in the nine months ended September 30, 2022, and our gross margin percentage was 41.9% in the nine months ended September 30, 2023 compared to 49.5% in the nine months ended September 30, 2022. The decrease in gross margin reflects the following:

•a decrease in average selling prices of 34%, which decreased gross margin by $212 million, partially offset by an increase in sales volume of 2%, which increased gross margin by $10 million; and

•a decrease in realized natural gas costs, which increased gross margin by $89 million, due primarily to the closure of our Billingham ammonia plant, partially offset by a net increase of $20 million in manufacturing, maintenance and other costs, driven by the cost for purchased ammonia for upgrade at our Billingham complex, partially offset by lower production costs.

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CF INDUSTRIES HOLDINGS, INC.

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 costs and seasonal factors inherent in the business. We may also utilize our cash to fund acquisitions. In addition, we may from time to time seek to retire or purchase our outstanding debt through cash purchases, in open market or privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

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 revolving credit agreement.

As of September 30, 2023, our cash and cash equivalents balance was $3.25 billion, an increase of $931 million from $2.32 billion at December 31, 2022. At September 30, 2023, we were in compliance with all applicable covenant requirements under our revolving credit agreement and senior notes, and unused borrowing capacity under our revolving credit agreement was $750 million.

Cash Equivalents

Cash equivalents include highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less. 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 U.S. and Canadian federal governments; those issued by state, local or other governmental entities; and those guaranteed by entities affiliated with governmental entities.

Share Repurchase Programs

On November 3, 2021, our Board of Directors (the Board) authorized the repurchase of up to $1.5 billion of CF Holdings common stock through December 31, 2024 (the 2021 Share Repurchase Program). On November 2, 2022, the Board authorized the repurchase of up to $3 billion of CF Holdings common stock commencing upon completion of the 2021 Share Repurchase Program and effective through December 31, 2025 (the 2022 Share Repurchase Program). Repurchases under our share repurchase programs may be made from time to time in the open market, through privately negotiated transactions, through block transactions or otherwise. The manner, timing and amount of repurchases will be determined by our management based on the evaluation of market conditions, stock price, and other factors. Shares repurchased, including those repurchased under share repurchase programs, are retired as approved by the Board. The 2021 Share Repurchase Program was completed in the second quarter of 2023. The following table summarizes the share repurchases under the 2022 Share Repurchase Program and 2021 Share Repurchase Program.

	2022 Share Repurchase Program			2021 Share Repurchase Program
	Shares	Amounts(1)		Shares	Amounts(1)
	(in millions)
Shares repurchased in 2022:
First quarter	—	$	—	1.3	$	100
Second quarter	—	—		5.3	490
Third quarter	—	—		6.1	532
Fourth quarter	—	—		2.2	223
Total shares repurchased in 2022	—	—		14.9	1,345
Shares repurchased as of December 31, 2022	—	$	—	14.9	$	1,345
Shares repurchased in 2023:
First quarter	—	$	—	1.1	$	75
Second quarter	0.8	50		1.2	80
Third quarter	1.9	150		—	—
Total shares repurchased in 2023	2.7	200		2.3	155
Shares repurchased as of September 30, 2023	2.7	$	200	17.2	$	1,500

______________________________________________________________________________

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CF INDUSTRIES HOLDINGS, INC.

(1)As defined in the share repurchase programs, amounts reflect the price paid for the shares of common stock repurchased, excluding commissions paid to brokers and excise taxes.

In the first half of 2023, we completed the 2021 Share Repurchase Program with the repurchase of approximately 2.3 million shares for $155 million. In the nine months ended September 30, 2023, we repurchased approximately 2.7 million shares under the 2022 Share Repurchase Program for $200 million.

Capital Spending

We make capital expenditures to sustain our asset base, increase our capacity or capabilities, improve plant efficiency, comply with various environmental, health and safety requirements, and invest in our clean energy strategy. Capital expenditures totaled $311 million in the first nine months of 2023 compared to $319 million in the first nine months of 2022.

We currently anticipate that capital expenditures for the full year 2023 will be in the range of $450 to $500 million, which includes capital expenditures related to green and blue ammonia projects. Planned capital expenditures are generally subject to change due to delays in regulatory approvals or permitting, unanticipated increases in cost, changes in scope and completion time, performance of third parties, delays in the receipt of equipment, adverse weather, defects in materials and workmanship, labor or material shortages, transportation constraints, acceleration or delays in the timing of the work and other unforeseen difficulties.

Agreement to Purchase Ammonia Production Facility

On March 20, 2023, we entered into an asset purchase agreement with DNLA and IPL. Under the terms of the agreement, we will purchase DNLA’s ammonia production complex located in Waggaman, Louisiana for a purchase price of $1.675 billion, subject to adjustment. The facility has a nameplate capacity of 880,000 tons of ammonia annually. The parties will allocate $425 million of the purchase price to a long-term ammonia offtake agreement providing for us to supply up to 200,000 tons of ammonia per year to IPL’s Dyno Nobel, Inc. subsidiary. We expect to fund the balance of the purchase price, representing the $1.675 billion purchase price, as adjusted, less $425 million, with cash on hand.

The consummation of the transaction is subject to the satisfaction or waiver of customary conditions, including, among others, the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. We expect to close the transaction on December 1, 2023.

The agreement includes certain customary termination rights, including the right of either party to terminate the agreement if the closing has not occurred by March 20, 2025. We have agreed to pay a termination fee of $75 million if the agreement is terminated in certain circumstances and certain regulatory approvals are not obtained.

United Kingdom Operations

During the third quarter of 2021, the United Kingdom began experiencing an energy crisis that included a substantial increase in the price of natural gas, which impacted our U.K. operations and resulted in the halt of operations at both our Ince and Billingham manufacturing facilities. Shortly thereafter, our Billingham facility resumed operations. In the third quarter of 2022, we approved our plan to restructure our U.K. operations, including the permanent closure of our Ince facility and optimization of the remaining manufacturing operations at the Billingham facility. As of June 30, 2023, the decommissioning of our Ince facility and other approved restructuring actions had been completed.

In September 2022, as a result of extremely high and volatile natural gas prices and the lack of a corresponding increase in global nitrogen product market prices, we idled ammonia production at our Billingham complex. With the ammonia plant idled since September 2022, production of AN and other nitrogen products has continued at our Billingham facility using imported ammonia, a portion of which is imported from our other ammonia production sites. In the third quarter of 2023, we approved our plan to permanently close the ammonia plant at our Billingham complex. There remains uncertainty regarding the future cost of ammonia used for upgrading, natural gas and electricity, and selling prices for the products we produce in the United Kingdom. These factors, in addition to any remaining disposition activities at our Ince facility, could necessitate, among other things, additional funding to support the cash needs of our U.K. operations and recognition of further losses and could have an adverse impact on our results of operations and cash flows.

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Debt

Revolving Credit Agreement

On October 26, 2023, we entered into a new senior unsecured revolving credit agreement (the New Revolving Credit Agreement), which replaced our prior senior unsecured revolving credit agreement (the Prior Revolving Credit Agreement) that was scheduled to mature on December 5, 2024. The Prior Revolving Credit Agreement provided for a revolving credit facility of up to $750 million and included a letter of credit sub-limit of $125 million.

The New Revolving Credit Agreement provides for a revolving credit facility of up to $750 million with a maturity of October 26, 2028 and includes a letter of credit sub-limit of $125 million. Borrowings under the New Revolving Credit Agreement may be used for working capital, capital expenditures, acquisitions, share repurchases and other general corporate purposes. CF Industries is the lead borrower, and CF Holdings is the sole guarantor, under the New Revolving Credit Agreement.

Borrowings under the New Revolving Credit Agreement may be denominated in U.S. dollars, Canadian dollars, euros and British pounds. Borrowings in U.S. dollars bear interest at a per annum rate equal to, at our option, an applicable adjusted term Secured Overnight Financing Rate or base rate plus, in either case, a specified margin. We are required to pay an undrawn commitment fee on the undrawn portion of the commitments under the New Revolving Credit Agreement and customary letter of credit fees. The specified margin and the amount of the commitment fee depend on CF Holdings’ credit rating at the time. The New Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including a financial covenant.

As of September 30, 2023, we had unused borrowing capacity under the Prior Revolving Credit Agreement of $750 million and no outstanding letters of credit under the Prior Revolving Credit Agreement. There were no borrowings outstanding under the Prior Revolving Credit Agreement as of September 30, 2023 or December 31, 2022, or during the nine months ended September 30, 2023. See Note 11—Financing Agreements for additional information on the Prior Revolving Credit Agreement.

Letters of Credit Under Bilateral Agreement

We are party to a bilateral agreement providing for the issuance of up to $350 million of letters of credit. As of September 30, 2023, approximately $200 million of letters of credit were outstanding under this agreement.

Senior Notes

Long-term debt presented on our consolidated balance sheets as of September 30, 2023 and December 31, 2022 consisted of the following debt securities issued by CF Industries:

	Effective Interest Rate	September 30, 2023				December 31, 2022
		Principal		Carrying Amount(1)		Principal		Carrying Amount(1)
		(in millions)
Public Senior Notes:
5.150% due March 2034	5.293%	$	750	$	741	$	750	$	741
4.950% due June 2043	5.040%	750		742		750		742
5.375% due March 2044	5.478%	750		741		750		740
Senior Secured Notes:
4.500% due December 2026(2)	4.783%	750		743		750		742
Total long-term debt		$	3,000	$	2,967	$	3,000	$	2,965

_______________________________________________________________________________

(1)Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was $7 million as of both September 30, 2023 and December 31, 2022, and total deferred debt issuance costs were $26 million and $28 million as of September 30, 2023 and December 31, 2022, respectively.

(2)Effective August 23, 2021, these notes are no longer secured, in accordance with the terms of the applicable indenture.

Under the terms of the indentures (including the applicable supplemental indentures) governing our senior notes due 2034, 2043 and 2044 identified in the table above (the Public Senior Notes), each series of Public Senior Notes is guaranteed by CF Holdings. Under the terms of the indenture governing the 4.500% senior secured notes due 2026 (the 2026 Notes), the 2026 Notes are guaranteed by CF Holdings.

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CF INDUSTRIES HOLDINGS, INC.

Interest on the Public Senior Notes and the 2026 Notes is payable semiannually, and the Public Senior Notes and the 2026 Notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices.

Forward Sales and Customer Advances

We offer our customers the opportunity to purchase products from us on a forward basis at prices and on delivery dates we propose. Therefore, our reported fertilizer selling prices and margins may differ from market spot prices and margins available at the time of shipment.

Customer advances, which typically represent a portion of the contract’s value, are received shortly after the contract is executed, with any remaining unpaid amount generally being collected by the time control transfers to the customer, 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 control transfers and revenue is recognized. As of September 30, 2023 and December 31, 2022, we had $282 million and $229 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, our customers’ outlook of future market fundamentals and seasonality. During periods of declining prices, customers tend to delay purchasing fertilizer in anticipation that prices in the future will be lower than the current prices. 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. Additionally, borrowing under the New Revolving 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 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 products. From time to time, we may also use derivative financial instruments to reduce our exposure to changes in foreign currency exchange rates. Volatility in reported quarterly earnings can result from the unrealized mark-to-market adjustments in the value of the derivatives. As of September 30, 2023, our open natural gas derivative contracts consisted of natural gas fixed price swaps, basis swaps and options for 65.3 million MMBtus of natural gas. As of December 31, 2022, our open natural gas derivative contracts consisted of natural gas fixed price swaps, basis swaps and options for 66.3 million MMBtus of natural gas.

Defined Benefit Pension Plans

We contributed $38 million to our pension plans in the nine months ended September 30, 2023. Over the remainder of 2023, we expect to contribute approximately $6 million to our pension plans, which would result in our making total contributions of approximately $44 million to our pension plans for the full year 2023. In addition, in the two-year period from 2024 to 2025, we expect to contribute a total of approximately £30 million (or $36 million) to our U.K. plans, as agreed with the plans’ trustees.

Distribution to Noncontrolling Interest in CFN

On January 31, 2023, CFN distributed $255 million to CHS for the distribution period ended December 31, 2022. On July 31, 2023, the CFN Board of Managers approved semi-annual distribution payments for the distribution period ended June 30, 2023 in accordance with CFN’s limited liability company agreement, and on July 31, 2023, CFN distributed $204 million to CHS for this distribution period. The estimate of the partnership distribution earned by CHS, but not yet declared, for the third quarter of 2023 is approximately $66 million.

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CF INDUSTRIES HOLDINGS, INC.

Cash Flows

Net cash provided by operating activities during the first nine months of 2023 was $2.28 billion, a decrease of $993 million compared to $3.27 billion in the first nine months of 2022. The decrease in cash flow from operations was due primarily to lower net earnings, partially offset by changes in net working capital. Net earnings for the first nine months of 2023 was $1.49 billion compared to $2.93 billion for the first nine months of 2022, a decrease of $1.44 billion. The decrease in net earnings was due primarily to a decrease in gross margin, driven by lower average selling prices, partially offset by lower natural gas costs. During the first nine months of 2023, net changes in working capital increased cash flow from operations by $289 million, while in the first nine months of 2022, net changes in working capital reduced cash flow from operations by $621 million. The increase in cash flow from working capital changes was attributable primarily to favorable movements in accounts receivable, inventory and customer advances in the first nine months of 2023 as compared to the first nine months of 2022.

Net cash used in investing activities was $271 million in the first nine months of 2023 compared to $308 million in the first nine months of 2022. Capital expenditures totaled $311 million during the first nine months of 2023 compared to $319 million in the first nine months of 2022. Proceeds from the sale of emission credits was $39 million in the first nine months of 2023 compared to $15 million in the first nine months of 2022.

Net cash used in financing activities was $1.07 billion in the first nine months of 2023 compared to $2.37 billion in the first nine months of 2022. The decrease was due primarily to a decrease in share repurchases. In the first nine months of 2023, we paid $355 million for share repurchases compared to $1.10 billion paid for share repurchases in the first nine months of 2022. In addition, we paid $507 million in connection with the redemption of the 2023 Notes in the first nine months of 2022.

Critical Accounting Estimates

During the first nine months of 2023, there were no material changes to our critical accounting estimates as described in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

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 prospects, future developments and business strategies. We have used the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” or “would” and similar terms and phrases, including references to assumptions, to identify forward-looking statements in this document. 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 document.

Important factors that could cause actual results to differ materially from our expectations are disclosed under “Risk Factors” in Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 23, 2023. Such factors include, among others:

•the risk that regulatory approvals required for the proposed transactions with Incitec Pivot Limited (IPL) are not obtained or that required approvals delay the transactions or cause the parties to abandon the transactions; the risk that other conditions to the closing of the proposed transactions with IPL are not satisfied; risks and uncertainties arising from the length of time necessary to consummate the proposed transactions with IPL and the possibility that the proposed transactions with IPL may be delayed or may not occur; the risk of obstacles to realization of the benefits of the proposed transactions with IPL;

•the risk that the synergies from the proposed transactions with IPL may not be fully realized or may take longer to realize than expected; the risk that the pendency or completion of the proposed transactions with IPL, including integration of the Waggaman ammonia production complex into the Company’s operations, disrupt current operations or harm relationships with customers, employees and suppliers; the risk that integration of the Waggaman ammonia

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production complex with the Company’s current operations will be more costly or difficult than expected or may otherwise be unsuccessful; diversion of management time and attention to issues relating to the proposed transactions with IPL; unanticipated costs or liabilities associated with the IPL transactions;

•the cyclical nature of our business and the impact of global supply and demand on our selling prices;

•the global commodity nature of our nitrogen products, the conditions in the international market for nitrogen products, and the intense global competition from other producers;

•conditions in the United States, Europe and other agricultural areas, including the influence of governmental policies and technological developments on the demand for our fertilizer products;

•the volatility of natural gas prices in North America and the United Kingdom;

•weather conditions and the impact of adverse weather events;

•the seasonality of the fertilizer business;

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

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

•reliance on third party providers of transportation services and equipment;

•our reliance on a limited number of key facilities;

•risks associated with cybersecurity;

•acts of terrorism and regulations to combat terrorism;

•risks associated with international operations;

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

•our ability to manage our indebtedness and any additional indebtedness that may be incurred;

•our ability to maintain compliance with covenants under our revolving credit agreement and the agreements governing our indebtedness;

•downgrades of our credit ratings;

•risks associated with changes in tax laws and disagreements with taxing authorities;

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

•potential liabilities and expenditures related to environmental, health and safety laws and regulations and permitting requirements;

•regulatory restrictions and requirements related to greenhouse gas emissions;

•the development and growth of the market for green and blue (low-carbon) ammonia and the risks and uncertainties relating to the development and implementation of our green and blue ammonia projects;

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

•risks associated with the operation or management of the CHS strategic venture, risks and uncertainties relating to the market prices of the fertilizer products that are the subject of our supply agreement with CHS over the life of the supply agreement, and the risk that any challenges related to the CHS strategic venture will harm our other business relationships.

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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

Commodity Prices

Our gross margin, cash flows and estimates of future cash flows related to nitrogen-based products are sensitive not only to selling prices of our products, but also to changes in market prices of natural gas and other raw materials except to the extent the prices we pay for those inputs 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, UAN (32%), and AN by approximately $32, $22, $14 and $15, respectively.

Natural gas is the largest and most volatile component of the manufacturing cost for nitrogen-based products. At certain times, we have managed the risk of changes in natural gas prices through the use of derivative financial instruments. The derivative instruments that we may use for this purpose are primarily natural gas fixed price swaps, basis swaps and options. These derivatives settle using primarily a NYMEX futures price index, which represents the basis for fair value at any given time. The contracts represent anticipated natural gas needs for future periods and settlements are scheduled to coincide with anticipated natural gas purchases during those future periods. As of September 30, 2023, we had natural gas derivative contracts covering certain periods through March 2024.

As of September 30, 2023 and December 31, 2022, we had open derivative contracts for 65.3 million MMBtus and 66.3 million MMBtus, respectively. A $1.00 per MMBtu increase in the forward curve prices of natural gas at September 30, 2023 would result in a favorable change in the fair value of these derivative positions of approximately $62 million, and a $1.00 per MMBtu decrease in the forward curve prices of natural gas would change their fair value unfavorably by approximately $63 million.

From time to time, we may purchase nitrogen products on the open market to augment or replace production at our facilities.

Interest Rates

As of September 30, 2023, we had four series of senior notes totaling $3.00 billion of principal outstanding with maturity dates of December 1, 2026, March 15, 2034, June 1, 2043, and March 15, 2044. The senior notes have fixed interest rates. As of September 30, 2023, the carrying value and fair value of our senior notes was approximately $2.97 billion and $2.66 billion, respectively.

Borrowings under the Prior Revolving Credit Agreement bore current market rates of interest, and we were subject to interest rate risk on such borrowings. There were no borrowings outstanding under the Prior Revolving Credit Agreement as of September 30, 2023, as of December 31, 2022, or during the nine months ended September 30, 2023.

Borrowings under the New Revolving Credit Agreement bear current market rates of interest, and we are subject to interest rate risk on any such borrowings.

Foreign Currency Exchange Rates

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

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ITEM 4.    CONTROLS AND PROCEDURES.

(a)    Disclosure Controls and Procedures.  The Company’s management, with the participation of the Company’s principal executive officer and principal 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 principal executive officer and principal financial officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in (i) ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms 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 principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b)    Changes in 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 September 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

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

The following table sets forth share repurchases, on a trade date basis, for each of the three months of the quarter ended September 30, 2023.

	Issuer Purchases of Equity Securities
Period	Total number of shares (or units) purchased		Average price paid per share (or unit)(1)		Total number of shares (or units) purchased as part of publicly announced plans or programs(2)	Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (in thousands)(2)
July 1, 2023 - July 31, 2023	1,409	(3)	$	72.03	—	$	2,950,052
August 1, 2023 - August 31, 2023	1,910,238		78.52		1,910,238	2,800,052
September 1, 2023 - September 30, 2023	85	(4)	77.07		—	2,800,052
Total	1,911,732		$	78.52	1,910,238

_______________________________________________________________________________

(1)Average price paid per share of CF Industries Holdings, Inc. (CF Holdings) common stock repurchased under the 2022 Share Repurchase Program, as defined below, is the execution price, excluding commissions paid to brokers and excise taxes.

(2)On November 2, 2022, we announced that the Board authorized the repurchase of up to $3 billion of CF Holdings common stock, which is effective through December 31, 2025 (the 2022 Share Repurchase Program). This share repurchase program is discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Share Repurchase Programs in Part I of this Quarterly Report on Form 10-Q and in Note 15—Stockholders’ Equity, in the notes to unaudited consolidated financial statements included in Item 1. Financial Statements in Part I of this Quarterly Report on Form 10-Q.

(3)Represents shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units.

(4)Represents shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units.

ITEM 5.    OTHER INFORMATION.

During the quarter ended September 30, 2023, there were no Rule 10b5-1 trading arrangements (as defined in Item 408(a) of Regulation S-K) or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) adopted or terminated by any director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of CF Industries Holdings, Inc.

ITEM 6.    EXHIBITS.

A list of exhibits filed with this Quarterly Report on Form 10-Q (or incorporated by reference to exhibits previously filed or furnished) is provided in the Exhibit Index on page 54 of this report.

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Revolving Credit Agreement, dated as of October 26, 2023, by and among CF Industries Holdings, Inc., CF Industries, Inc., Citibank, N.A., as administrative agent, the issuing banks from time to time party thereto, and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on October 27, 2023)
10.2	Change in Control Severance Agreement, effective as of October 17, 2023, by and between CF Industries Holdings, Inc. and Michael P. McGrane
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
101	The following financial information from CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language): (1) Consolidated Statements of Operations, (2) Consolidated Statements of Comprehensive Income, (3) Consolidated Balance Sheets, (4) Consolidated Statements of Equity, (5) Consolidated Statements of Cash Flows, and (6) Notes to Unaudited Consolidated Financial Statements
104	Cover Page Interactive Data File (included in the Exhibit 101 Inline XBRL Document Set)

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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: November 2, 2023	By:	/s/ W. ANTHONY WILL
		W. Anthony Will  President and Chief Executive Officer (Principal Executive Officer)
Date: November 2, 2023	By:	/s/ CHRISTOPHER D. BOHN
		Christopher D. Bohn  Executive Vice President and Chief Financial Officer (Principal Financial Officer)

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EX-10.2

Exhibit 10.2

CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS AGREEMENT, effective as of October 17, 2023, is made by and between CF Industries Holdings, Inc., a Delaware corporation (the “Company”), and Michael P. McGrane (the “Executive”).

WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and

WHEREAS, the Board recognizes that the possibility of a Change in Control exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders; and

WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows:

1.Defined Terms. The definitions of capitalized terms used in this Agreement are provided in the last Section hereof.

2.Term of Agreement.  This Agreement shall become effective upon execution, and the Term shall continue in effect through December 31, 2024; provided, however, that commencing on January 1, 2024 and each January 1 thereafter, the Term shall automatically be extended for one additional year unless, not later than September 30 of the preceding year, the Company or the Executive shall have given notice not to extend the Term; and furtherprovided, however, that if a Change in Control shall have occurred during the Term, the Term shall expire no earlier than twenty-four (24) months beyond the month in which such Change in Control occurred.

3.Company’s Covenants Summarized.  In order to induce the Executive to remain in the employ of the Company and in consideration of the Executive’s covenants set forth in Section 4 hereof, the Company agrees, under the conditions described herein, to pay the Executive the Severance Payments and the other payments and benefits described herein.  No Severance Payments shall be payable under this Agreement unless there shall have been (or, under the terms of the second sentence of Section 6.1 hereof, there shall be deemed to have been) a termination of the Executive’s employment with the Company following a Change in Control and during the Term.  This Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and

the Company, the Executive shall not have any right to be retained in the employ of the Company.

4.The Executive’s Covenants.  The Executive agrees that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control during the Term, the Executive will remain in the employ of the Company until the earliest of (i) a date which is six (6) months from the date of such Potential Change in Control, (ii) the date of a Change in Control, (iii) the date of termination by the Executive of the Executive’s employment for Good Reason or by reason of death, Disability or Retirement, or (iv) the termination by the Company of the Executive’s employment for any reason.

5.Compensation Other Than Severance Payments.

5.1Following a Change in Control and during the Term, during any period that the Executive fails to perform the Executive’s full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive’s full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period (other than any disability plan), until the Executive’s employment is terminated by the Company for Disability.

5.2If the Executive’s employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay the Executive’s full salary to the Executive through the Date of Termination at the rate in effect immediately prior to the Date of Termination or, if higher, the rate in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company’s compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason.

5.3If the Executive’s employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay to the Executive the Executive’s normal post-termination compensation and benefits as such payments become due.  Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the occurrence of the first event or circumstance constituting Good Reason.

6.Severance Payments.

6.1If the Executive’s employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall, subject to Section 6.2, pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 (“Severance Payments”), in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof.  For purposes of this Agreement, the Executive’s

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employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) the Executive’s employment is terminated by the Company without Cause prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment for Good Reason prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs).

(A)In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to two times the sum of (i) the Executive’s base salary as in effect immediately prior to the Date of Termination or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, and (ii) the Executive’s target annual bonus pursuant to any annual bonus or incentive plan maintained by the Company in respect of the fiscal year in which the Date of Termination occurs or, if higher, the fiscal year in which the first event or circumstance constituting Good Reason occurs.

(B)For the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents life, disability, accident and health insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason; provided, however, that, unless the Executive consents to a different method, such health insurance benefits shall be provided through a third-party insurer. The value of such benefits shall be taxable to the Executive to the extent necessary to avoid the imposition of excise taxes or other penalties on the Company pursuant to the operation of Section 10101(d) of The Patient Protection and Affordable Care Act of 2010 (amending Section 2716 of the Public Health Service Act) or a successor or similar law.

(C)In addition to the benefits to which the Executive is entitled under each Pension Plan, the Company shall pay the Executive a lump sum amount, in cash, equal to the sum of (1) the amount that would have been contributed or allocated to each Pension Plan by the Company on the Executive’s behalf (without regard to whether such amount would be vested) during the two years immediately following the Date of Termination, determined (x) as if the Executive made the maximum permissible contributions thereto (if contributions are permitted under such Pension Plan) during such period, (y) as if the Executive earned compensation during such period at a rate equal to the Executive’s compensation (as defined in the applicable Pension Plan) during the

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twelve (12) months immediately preceding the Date of Termination or, if higher, during the twelve months immediately prior to the first occurrence of an event or circumstance constituting Good Reason, and (z) without regard to any amendment to the applicable Pension Plan made subsequent to a Change in Control and on or prior to the Date of Termination, which amendment adversely affects in any manner the computation of benefits thereunder and (2) all other amounts credited to the Executive’s account under each Pension Plan to the extent such amounts were unvested on the Date of Termination.

(D)The Company shall provide the Executive with outplacement services suitable to the Executive’s position for a period of two years or, if earlier, until the first acceptance by the Executive of an offer of employment.

(E)Notwithstanding any provision of any annual or long-term incentive plan to the contrary, the Company shall pay to the Executive a lump sum amount, in cash, equal to the sum of (i) any unpaid incentive compensation which has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any such plan and which, as of the Date of Termination, is contingent only upon the continued employment of the Executive to a subsequent date, and (ii) a pro rata portion to the Date of Termination of the aggregate value of all contingent incentive compensation awards to the Executive for all then uncompleted periods under any such plan, calculated as to each such award by multiplying the award that the Executive would have earned on the last day of the performance award period, assuming the achievement, at the target level (or, if greater, based on actual results to Date of Termination), of the individual and corporate performance goals established with respect to such award, by the fraction obtained by dividing the number of full months and any fractional portion of a month during such performance award period through the Date of Termination by the total number of months contained in such performance award period.

6.2As described more fully on Exhibit B hereto (which Exhibit shall govern the implementation of this Section 6.2), in the event that the payments and benefits to be received by the Executive in connection with a Change in Control or a termination of the Executive’s employment would be subject to the Excise Tax, such payments and benefits shall be reduced to the greatest amount that the Executive may receive without becoming subject to the Excise Tax, unless the Executive would be better off on an after-tax basis (including following application of the Excise Tax) receiving the full amount of such payments and benefits, in which case no such reduction shall be applied.

6.3The payments provided in subsections (A), (C) and (E) of Section 6.1 hereof shall be made not later than the fifth day following the date upon which the revocation period for the release described in Section 6.6 expires; provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Executive or, in the case of payments under Section 6.2 hereof, in accordance with Section 6.2 hereof, of the minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (together with interest on the unpaid remainder (or on all such payments to the extent the Company fails to make such payments when due) at 120% of the rate provided in section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no

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event later than the thirtieth (30th) day after the Date of Termination.  In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at 120% of the rate provided in section 1274(b)(2)(B) of the Code).  Notwithstanding the foregoing, the payments and benefits described in this Agreement shall be subject to the provisions of Section 14.3.

6.4The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing in good faith any issue hereunder relating to the termination of the Executive’s employment, in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of section 4999 of the Code to any payment or benefit provided hereunder.  Such payments shall be made within five (5) business days after delivery of the Executive’s written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.  The Executive’s reimbursement rights described in this Section 6.4 shall remain in effect for the Executive’s lifetime, provided, that, in order for the Executive to be entitled to reimbursement hereunder, the Executive must submit the written reimbursement request described above within 180 days following the date upon which the applicable expense is incurred.

6.5The Executive agrees that prior to and following the Date of Termination, he shall retain in confidence any confidential information known to him concerning the Company and its Affiliates and their respective businesses for as long as such information is not publicly disclosed.

6.6Notwithstanding anything to the contrary, all compensation and benefits payable to Executive pursuant to this Section 6 (other than as described in Section 6.4) are conditioned on receipt by the Company of an executed release of claims by Executive in the form attached hereto as Exhibit A and the expiration of any revocation period in such release.  In order to be entitled to such compensation and benefits, the Executive must execute such release of claims within the consideration period described in paragraph (d) in the form of release attached hereto as Exhibit A and must not revoke such release.

7.Termination Procedures and Compensation During Dispute.

7.1Notice of Termination.  After a Change in Control and during the Term, any purported termination of the Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 10 hereof.  For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.  Further, a Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying the particulars thereof in detail.

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7.2Date of Termination.  “Date of Termination,” with respect to any purported termination of the Executive’s employment after a Change in Control and during the Term, shall mean (i) if the Executive’s employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance of the Executive’s duties during such thirty (30) day period), and (ii) if the Executive’s employment is terminated for any other reason, the date specified in the Notice of Termination (which, in the case of a termination by the Company, shall not be less than thirty (30) days (except in the case of a termination for Cause) and, in the case of a termination by the Executive, shall not be less than fifteen (15) days nor more than sixty (60) days, respectively, from the date such Notice of Termination is given).

7.3Dispute Concerning Termination.  If within fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this Section 7.3), the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be extended until the earlier of (i) the date on which the Term ends or (ii) the date on which the dispute is finally resolved, either by mutual written agreement of the parties or by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected); provided, however, that the Date of Termination shall be extended by a notice of dispute given by the Executive only if such notice is given in good faith and the Executive pursues the resolution of such dispute with reasonable diligence. 

7.4Compensation During Dispute.  If a purported termination occurs following a Change in Control and during the Term and the Date of Termination is extended in accordance with Section 7.3 hereof, the Company shall continue to pay the Executive the full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, salary) and continue the Executive as a participant in all compensation, benefit and insurance plans in which the Executive was participating when the notice giving rise to the dispute was given, until the Date of Termination, as determined in accordance with Section 7.3 hereof.  Amounts paid under this Section 7.4 are in addition to all other amounts due under this Agreement (other than those due under Section 5.2 hereof) and shall not be offset against or reduce any other amounts due under this Agreement.

8.No Mitigation.  The Company agrees that, if the Executive’s employment with the Company terminates during the Term, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to Section 6 hereof or Section 7.4 hereof.  Further, no payment or benefit provided for in this Agreement shall be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.

9.Successors; Binding Agreement.

9.1In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to

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the same extent that the Company would be required to perform it if no such succession had taken place.

9.2This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

10.Notices.  For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the address inserted below the Executive’s signature on the final page hereof and, if to the Company, to the address set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

To the Company:

CF Industries Holdings, Inc.

4 Parkway North

Deerfield, Illinois 60015-2590

Attention: General Counsel

11.Miscellaneous.  No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board.  No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.  This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; provided, however, that this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive’s employment with the Company only in the event that the Executive’s employment with the Company is terminated on or following a Change in Control, by the Company other than for Cause or by the Executive for Good Reason.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Illinois.  All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections.  Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed.  The obligations of the Company and the Executive under this Agreement which by their nature

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may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 6 and 7 hereof) shall survive such expiration.

12.Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

13.Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

14.Settlement of Disputes; Arbitration.

14.1All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board and shall be in writing.  Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon.  The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim and shall further allow the Executive to appeal to the Board a decision of the Board within sixty (60) days after notification by the Board that the Executive’s claim has been denied.  Notwithstanding the above,  in the event of any dispute, any decision by the Board hereunder shall be subject to a de novo review by the arbitrator.

14.2Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Chicago, Illinois in accordance with the rules of the American Arbitration Association then in effect; provided, however, that the evidentiary standards set forth in this Agreement shall apply.  Judgment may be entered on the arbitrator’s award in any court having jurisdiction.  Notwithstanding any provision of this Agreement to the contrary, the Executive shall be entitled to seek specific performance of the Executive’s right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement.

14.3It is the intention of the Company and the Executive that this Agreement not result in taxation of the Executive under Section 409A of the Code and the regulations and guidance promulgated thereunder and that the Agreement shall be construed in accordance with such intention. Without limiting the generality of the foregoing, the Company and the Executive agree as follows:

(A)Notwithstanding anything to the contrary herein, if the Executive is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code) with respect to the Company, any amounts (or benefits) otherwise payable to or in respect of him under this Agreement pursuant to the Executive's termination of employment with the Company shall be delayed, to the extent required so that taxes are not imposed on the Executive pursuant to Section 409A of the Code, and shall be paid upon the earliest date permitted by Section 409A(a)(2) of the Code;

(B)Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separately identified payment for purposes of Section 409A of the Code, and any payments that are due within the “short term deferral period”

8

as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise.

(C)For purposes of this Agreement, the Executive's employment with the Company will not be treated as terminated unless and until such termination of employment constitutes a “separation from service” for purposes of Section 409A of the Code;

(D)To the extent necessary to comply with the provisions of Section 409A of the Code and the guidance issued thereunder (1) reimbursements to the Executive as a result of the operation of Section 6.1(B), or Section 6.4 hereof shall be made not later than the end of the calendar year following the year in which the reimbursable expense is incurred and shall otherwise be made in a manner that complies with the requirements of Treasury Regulation Section 1.409A-3(i)(l)(iv), (2) if Executive is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any reimbursements to the Executive as a result of the operation of such sections with respect to a reimbursable event within the first six months following the Date of Termination which are required to be delayed pursuant to Section 14.3(A) shall be made as soon as practicable following the date which is six months and one day following the Date of Termination (subject to clause (1) of this sentence); and

(E)If required in order to comply with the requirements of Section 409A of the Code, the payment required under clause (2) of Section 6.1(C) shall, notwithstanding the other timing provisions set forth herein, be paid to the Executive on the dates upon which the forfeited Pension Plan amounts to which such payments relate would have been paid, had such amounts been vested upon the Date of Termination.

(F)To the extent the date upon which the Executive executes the release described in Section 6.6 could, based upon when the Executive executes such release, result in the payment of an amount hereunder (or the commencement of payments hereunder) either in the year in which the Date of Termination occurs or in the subsequent calendar year, any such amount shall be paid (or commence to be paid) in the subsequent calendar year.

15.Definitions.  For purposes of this Agreement, the following terms shall have the meanings indicated below:

(A)“Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

(B)“Base Amount” shall have the meaning set forth in section 280G(b)(3) of the Code.

(C)“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act. 

(D)“Board” shall mean the Board of Directors of the Company.

(E)“Cause” for termination by the Company of the Executive’s employment shall mean (i) the willful and continued failure by the Executive to substantially perform the

9

Executive’s duties with the Company (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive pursuant to Section 7.1 hereof) that has not been cured within 30 days after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise.  For purposes of clauses (i) and (ii) of this definition, (x) no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in or not opposed to the best interest of the Company and (y) in the event of a dispute concerning the application of this provision, no claim by the Company that Cause exists shall be given effect unless the Company establishes to the Board by clear and convincing evidence that Cause exists.

(F)“Change in Control” shall mean the first to occur of:

(I)any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of CF Industries Holdings, Inc. (not including in the securities beneficially owned by such Person any securities acquired directly from CF Industries Holdings, Inc. or any of its subsidiaries) representing 25% or more of the combined voting power of CF Industries Holdings, Inc.’s then outstanding securities; or

(II)the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, as of the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of CF Industries Holdings, Inc.) whose appointment or election by the Board or nomination for election by CF Industries Holdings, Inc.’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or

(III)there is consummated a merger or consolidation of CF Industries Holdings, Inc. or any direct or indirect subsidiary of CF Industries Holdings, Inc. with any other corporation, other than a merger or consolidation immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the Board of the entity surviving such merger or consolidation or, if CF Industries Holdings, Inc. or the entity surviving such merger is then a subsidiary, the ultimate parent thereof; or

(IV)the stockholders of CF Industries Holdings, Inc. approve a plan of complete liquidation or dissolution of CF Industries Holdings, Inc. or there is consummated an agreement for the sale or disposition by CF Industries Holdings, Inc. of all or substantially all of CF Industries Holdings, Inc.’s assets, other than (a) a sale or disposition by CF Industries Holdings, Inc. of all or

10

substantially all of CF Industries Holdings, Inc.’s assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by stockholders of CF Industries Holdings, Inc. following the completion of such transaction in substantially the same proportions as their ownership of CF Industries Holdings, Inc. immediately prior to such sale or (b) other than a sale or disposition by CF Industries Holdings, Inc. of all or substantially all of CF Industries Holdings, Inc.’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or, if such entity is a subsidiary, the ultimate parent thereof.

Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of CF Industries Holdings, Inc. immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of CF Industries Holdings, Inc. immediately following such transaction or series of transactions.

(G)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(H)“Company” shall mean CF Industries Holdings, Inc., and any subsidiary thereof as the context requires, including CF Industries Employee Services, LLC to the extent such entity is the employing entity of the Executive, and except in determining under Section 15(F) hereof whether or not any Change in Control of the Company has occurred, shall include any successor to its business and/or assets which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(I)“Date of Termination” shall have the meaning set forth in Section 7.2 hereof.

(J)“Disability”  shall be deemed the reason for the termination by the Company of the Executive’s employment, if, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from the full-time performance of the Executive’s duties with the Company for a period of six (6) consecutive months, the Company shall have given the Executive a Notice of Termination for Disability, and, within thirty (30) days after such Notice of Termination is given, the Executive shall not have returned to the full-time performance of the Executive’s duties.

(K)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(L)“Excise Tax” shall mean any excise tax imposed under section 4999 of the Code.

(M)“Executive” shall mean the individual named in the first paragraph of this Agreement.

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(N)“Good Reason” for termination by the Executive of the Executive’s employment shall mean the occurrence (without the Executive’s express written consent which specifically references this Agreement) after any Change in Control, or prior to a Change in Control under the circumstances described in clauses (ii) and (iii) of the second sentence of Section 6.1 hereof (treating all references in paragraphs (I) through (VII) below to a “Change in Control” as references to a “Potential Change in Control”), of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (I), (V), (VI), (VII) or (VIII) below such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof:

(I)the assignment to the Executive of any duties inconsistent with the Executive’s status as an executive officer of the Company or a substantial adverse alteration in the nature or status of the Executive’s responsibilities from those in effect immediately prior to the Change in Control including, without limitation, if the Executive was, immediately prior to the Change in Control, an executive officer of a public company, the Executive ceasing to be an executive officer of a public company;

(II)a reduction by the Company in the Executive’s annual base salary as in effect on the date hereof or as the same may be  increased from time to time except for across-the-board salary reductions similarly affecting all executives of the Company and all executives of any Person in control of the Company;

(III)the relocation of the Executive’s principal place of employment to a location more than 35 miles from the Executive’s principal place of employment immediately prior to the Change in Control or the Company’s requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company’s business to an extent substantially consistent with the Executive’s present business travel obligations;

(IV)the failure by the Company to pay to the Executive any portion of the Executive’s current compensation or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days after the date demand for payment is made provided such compensation is due;

(V)the failure by the Company to continue in effect any compensation plan in which the Executive participates immediately prior to the Change in Control which is material to the Executive’s total compensation unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive’s participation relative to other participants, as existed immediately prior to the Change in Control;

12

(VI)the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company’s pension, savings, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to the Change in Control (except for across the board changes similarly affecting all executives of the Company and all executives of any Person in control of the Company), the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled with the Company in accordance with the vacation policy applicable to the Executive in effect at the time of the Change in Control;

(VII)the failure of the Company to obtain the assumption and agreement of a successor required under Section 9.1 hereof; or

(VIII)any purported termination of the Executive’s employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 7.1 hereof; for purposes of this Agreement, no such purported termination shall be effective.  The Executive’s right to terminate the Executive’s employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness.

The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.  In order for Good Reason to exist hereunder, the Executive must provide notice to the Company of the existence of the condition described in clauses (I) through (VIII) above within 90 days of the initial existence of the condition (or, if later, within 90 days of the Executive’s becoming aware of such condition), and the Company must have failed to cure such condition within 30 days of the receipt of such notice.

(O)“Notice of Termination” shall have the meaning set forth in Section 7.1 hereof.

(P)“Pension Plan” shall mean any tax-qualified, supplemental or excess retirement plan (including defined benefit and defined contribution retirement plans) maintained by the Company (including, without limitation, the CF Industries Holdings, Inc. Pension Plan) and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive with supplemental retirement benefits and any successor to any such plan.

(Q)“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) CF Industries Holdings, Inc. or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of CF Industries, Inc. or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

13

(R)“Potential Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(I)the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;

(II)the Company or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control;

(III)any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 15% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates); or

(IV)the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(S)“Retirement” shall be deemed the reason for the termination by the Executive of the Executive’s employment if such employment is terminated in accordance with the Company’s retirement policy, including early retirement, generally applicable to its salaried employees.

(T)“Severance Payments” shall have the meaning set forth in Section 6.1 hereof.

(U)“Term” shall mean the period of time described in Section 2 hereof (including any extension, continuation or termination described therein).

14

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

CF INDUSTRIES HOLDINGS, INC.
By:	/s/ Susan L. Menzel
	Name: Susan L. Menzel
	Title: Executive Vice President and
	Chief Administrative Officer
	/s/ Michael P. McGrane
	Michael P. McGrane

15

EXHIBIT A

RELEASE

(a) Michael P. McGrane (“Executive”), for and in consideration of benefits provided pursuant to the Change in Control Severance Agreement with CF Industries Holdings, Inc. (collectively, referred to herein as the “Company”) entered into effective as of October 17, 2023 and as amended thereafter (the “Severance Agreement”), on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, voluntarily, knowingly and willingly releases and discharges the Company and its parents, subsidiaries and affiliates (collectively, the “Company Group”), together with their respective present and former partners, officers, directors, employees and agents, and each of their predecessors, heirs, executors, administrators, successors and assigns, and any and all employee pension or welfare benefit plans of the Company, including current and former trustees and administrators of these plans (collectively, the “Company Releasees”) from any and all charges, complaints, claims, promises, agreements, controversies, causes of action, demands, damages and liabilities (“Claims”) of any nature whatsoever, known or unknown, suspected or unsuspected, which against the Company Releasees, jointly or severally, Executive or Executive’s heirs, executors, administrators, successors or assigns ever had or now have by reason of any matter, cause or thing whatsoever arising from the beginning of time to the time Executive executes this release (the “Release”).  This Release includes, without limitation, any Claims arising out of or relating in any way to Executive’s employment or director relationship with the Company, or the termination thereof, any Claims arising under any statute or regulation, including but not limited to the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, or the Employee Retirement Income Security Act of 1974, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between any Company Releasee and Executive.  Executive shall not be entitled to any recovery, in any action or proceeding that may be commenced on Executive’s behalf in any way arising out of or relating to the matters released under this Release.  Notwithstanding the foregoing, nothing herein shall release any Company Releasee from any Claim based on (i) Executive’s rights under the Severance Agreement or any other agreement with the Company (including, but not limited to, any stock option agreements), (ii) any right or claim that arises after the date Executive executes this Release, (iii) Executive’s eligibility for indemnification in accordance with applicable laws or the certificate of incorporation or by-laws of the Company (or any affiliate or subsidiary) or any applicable insurance policy, with respect to any liability Executive incurs or incurred as a director, officer or employee of the Company or any affiliate or subsidiary (including as a trustee, director or officer of any employee benefit plan) or (iv) any rights Executive may have to vested benefits under any employee benefit plan or program.

(b) Executive has been advised to consult with an attorney of Executive’s choice prior to signing this Release, has done so and enters into this Release freely and voluntarily.

[(c) Executive acknowledges that the Company has enclosed with this Release information concerning (i) the ages and job titles of all employees who are eligible to receive severance pay and (ii) the ages of all employees in the same job classification or organizational unit who are not eligible to receive severance pay.](1)

(d) Executive has had at least [twenty-one (21)] [forty-five (45)](2) calendar days to consider the terms of this Release.  Once Executive has signed this Release, Executive has seven (7) additional days to revoke Executive’s consent and may do so by writing to the Company as provided in Section 10 of the Severance Agreement.  Executive’s Release shall not be effective, and no payments or benefits shall be due under Section 6 of the Severance Agreement, until the eighth day after Executive has executed this Release and returned it to the Company, assuming that Executive has not revoked Executive’s consent to this Release during such time (the “Revocation Date”).

(e) In the event that any one or more of the provisions of this Release shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder thereof shall not in any way be affected or impaired thereby.

(f) This Release shall be governed by the law of the State of Illinois without reference to its choice of law rules.

CF INDUSTRIES HOLDINGS, INC.
By:
Name:
Title:
Signed as of this     day of                   .
Michael P. McGrane
Signed as of this     day of                   .

(1)    Note:  this paragraph is to be included only for applicable group terminations or exit incentive programs.

(2)Note:  use longer period for applicable group terminations or exit incentive programs.

A-2

EXHIBIT B

The provisions of Section 6.2 shall be effected as set forth in this Exhibit B.

(A)     Notwithstanding any other provisions of the Agreement, in the event that any payment or benefit received or to be received by the Executive (including any payment or benefit received in connection with a Change in Control or the termination of the Executive's employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, including the Severance Payments, being hereinafter referred to as the “Total Payments”) would be subject (in whole or part), to the Excise Tax, then the Total Payments shall be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). If a reduction in the Total Payments is required under this paragraph (A) of Exhibit B, the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (A) reduction of any cash payment (excluding any cash payment with respect to the acceleration of equity awards), that is otherwise payable to the Executive that is exempt from Section 409A of the Code; (B) reduction of any other payments or benefits otherwise payable to the Executive (other than those described in clause (C) below) on a pro-rata basis or such other manner that complies with Section 409A of the Code; and (C) reduction of any payment or benefit with respect to the acceleration of equity awards that is otherwise payable to the Executive (on a pro-rata basis as between equity awards that are covered by Section 409A of the Code and those that are not (or such other manner that complies with Section 409A of the Code)).

(B)    For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the accounting firm (the “Auditor”) which was, immediately prior to the Change in Control, the Company's independent auditor, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to such reasonable compensation, and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

(C)    At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). If the Executive objects to the Company's calculations, the Company shall pay to the Executive such portion of the Severance Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of paragraph (A) of this Exhibit B.

Example

The following is an example of the application of the provisions of Section 6.2 and Exhibit B hereof:

Explanation of Tax Provisions. Section 4999 of the Internal Revenue Code imposes an excise tax on the recipient of any "excess parachute payment" equal to 20% of such amount. A "parachute payment" is any payment that is contingent on a change in control of a corporation and includes, for example, severance benefits, additional retirement benefits and non-cash compensation such as the continuation of health insurance and the accelerated vesting of stock option and other equity-based awards. "Excess parachute payments" consist of the excess of parachute payments over an executive's "base amount," i.e., the average taxable compensation received by him or her from the company during the five taxable years (or his or her entire period of employment, if employed by the company for less than five years) preceding the year in which the change in control occurs.

The Safe Harbor. The Code provides a "safe harbor" of 300% of the executive's base amount (i.e., the excess parachute payment rules do not apply if the aggregate amount of parachute payments is less than three times the executive's base amount). If, however, the parachute payments equal or exceed the safe harbor amount, the entire excess over the base amount will be subject to the excise tax and disallowance of deduction. For example, if an executive has a base amount of $100,000, parachute payments of up to $299,999 will not be subject to the excise tax or the disallowance of deduction, but a parachute payment of $300,000 (only $1 more) will be subject to those rules to the extent of $200,000 (the excess of the parachute payments over the executive's safe harbor). Note that because of this treatment, an individual entitled to parachute payments only slightly in excess of his or her safe harbor amount may be in a better after-tax position if his or her payments are automatically reduced (or "capped") to the safe harbor amount. Such an individual is said to be in the "valley." In the above example, the individual avoids an excise tax of $40,000 (20% of the $200,000 excess parachute payment) merely by having his or her payments reduced by $1.

Application of Section 6.2. In light of the fact that the receipt of certain amounts of parachute payments could put the recipient in a worse after-tax economic position, Section 6.2 provides that the amount of parachute payments an executive will receive will be "capped" or limited to the amount of the executive's safe harbor. In the example above, Section 6.2 would provide that the executive is not entitled to the additional payment of $1, which payment would otherwise result in an additional $40,000 in excise taxes.

B-2

This "cap" will not apply, however, if the executive is better off on an after-tax economic basis receiving the full amount of parachute payments otherwise provided for in the Agreement and taking into account the imposition of the excise tax. Using the example above, if the executive with the $299,999 safe harbor was otherwise entitled under the Agreement to parachute payments of $400,000 (rather than $300,000 as in the prior example), under the Agreement the payments would not be capped.

In such a circumstance, the payments would exceed the executive's base amount by $300,000, resulting in an excise tax of $60,000 and aggregate income tax of $140,000 (assuming a 35% federal income tax rate and disregarding state taxes). In such a case, the executive's after tax benefit of $200,000 would exceed the after-tax benefit he would have received if his payment were reduced to the safe harbor amount ($299,999 x 65% = $195,000), meaning that he would be better off on an after tax basis receiving all of his parachute payments, even after the imposition of the excise tax.

B-3

EX-31.1

CF INDUSTRIES HOLDINGS, INC.

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, W. Anthony Will, 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:	November 2, 2023	/s/ W. ANTHONY WILL
		W. Anthony Will President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

CF INDUSTRIES HOLDINGS, INC.

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Christopher D. Bohn, 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:	November 2, 2023	/s/ Christopher D. Bohn
		Christopher D. Bohn Executive Vice President and Chief Financial Officer (Principal Financial Officer)

EX-32.1

CF INDUSTRIES HOLDINGS, INC.

Exhibit 32.1

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 period ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, W. Anthony Will, 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/ W. ANTHONY WILL
W. Anthony Will President and Chief Executive Officer (Principal Executive Officer)
Date:	November 2, 2023

EX-32.2

CF INDUSTRIES HOLDINGS, INC.

Exhibit 32.2

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 period ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Christopher D. Bohn, as Executive 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/ Christopher D. Bohn
Christopher D. Bohn Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date:	November 2, 2023

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Oct. 31, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-32597
Entity Registrant Name	CF INDUSTRIES HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-2697511
Entity Address, Address Line One	4 Parkway North
Entity Address, Postal Zip Code	60015
Entity Address, City or Town	Deerfield
City Area Code	847
Local Phone Number	405-2400
Title of 12(b) Security	common stock, par value $0.01 per share
Trading Symbol	CF
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		191,056,501
Entity Central Index Key	0001324404
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Address, State or Province	IL

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Net sales	$ 1,273	$ 2,321	$ 5,060	$ 8,578
Cost of sales	896	1,405	3,016	3,973
Gross margin	377	916	2,044	4,605
Selling, general and administrative expenses	68	66	213	203
U.K. long-lived and intangible asset impairment	0	87	0	239
U.K. operations restructuring	5	8	7	18
Transaction costs	11	0	27	0
Other operating—net	13	25	(19)	33
Total other operating costs and expenses	97	186	228	493
Equity in (losses) earnings of operating affiliate	(36)	20	(12)	74
Operating earnings	244	750	1,804	4,186
Interest expense	39	46	115	369
Interest income	(45)	(12)	(115)	(56)
Loss on debt extinguishment	0	0	0	8
Other non-operating—net	(3)	23	(8)	24
Earnings before income taxes	253	693	1,812	3,841
Income tax provision (benefit)	23	155	326	913
Net earnings	230	538	1,486	2,928
Less: Net earnings attributable to noncontrolling interest	66	100	235	442
Net earnings attributable to common stockholders	$ 164	$ 438	$ 1,251	$ 2,486
Net earnings per share attributable to common stockholders:
Basic (in dollars per share)	$ 0.85	$ 2.19	$ 6.44	$ 12.09
Diluted (in dollars per share)	$ 0.85	$ 2.18	$ 6.42	$ 12.04
Weighted average common shares outstanding:
Basic (in shares)	192.4	200.2	194.4	205.6
Diluted (in shares)	192.9	200.9	194.9	206.5
Dividends declared per common share (in dollars per share)	$ 0.40	$ 0.40	$ 1.20	$ 1.10

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net earnings	$ 230	$ 538	$ 1,486	$ 2,928
Other comprehensive (loss) income:
Foreign currency translation adjustment—net of taxes	(27)	(9)	3	(49)
Defined benefit plans—net of taxes	1	24	2	36
Total other comprehensive income	(26)	15	5	(13)
Comprehensive income	204	553	1,491	2,915
Less: Comprehensive income attributable to noncontrolling interest	66	100	235	442
Comprehensive income attributable to common stockholders	$ 138	$ 453	$ 1,256	$ 2,473

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 3,254	$ 2,323
Accounts receivable—net	417	582
Inventories	318	474
Prepaid income taxes	147	215
Other current assets	54	79
Total current assets	4,190	3,673
Property, plant and equipment—net	6,156	6,437
Investment in affiliate	32	74
Goodwill	2,089	2,089
Operating lease right-of-use assets	277	254
Other assets	799	786
Total assets	13,543	13,313
Current liabilities:
Accounts payable and accrued expenses	497	575
Income taxes payable	20	3
Customer advances	282	229
Current operating lease liabilities	101	93
Other current liabilities	26	95
Total current liabilities	926	995
Long-term debt	2,967	2,965
Deferred Income Tax Liabilities, Net	882	958
Operating lease liabilities	179	167
Other liabilities	288	375
Stockholders’ equity:
Preferred stock—$0.01 par value, 50,000,000 shares authorized	0	0
Common stock—$0.01 par value, 500,000,000 shares authorized, 2023—192,963,252 shares issued and 2022—195,604,404 shares issued	2	2
Paid-in capital	1,416	1,412
Retained earnings	4,681	3,867
Treasury stock—at cost, 2023—1,911,732 shares and 2022—0 shares	(151)	0
Accumulated other comprehensive loss	(225)	(230)
Total stockholders’ equity	5,723	5,051
Noncontrolling interest	2,578	2,802
Total equity	8,301	7,853
Total liabilities and equity	$ 13,543	$ 13,313
Preferred Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares, Issued	192,963,252	195,604,404
Treasury Stock, Shares	1,911,732	0

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	50,000,000	50,000,000
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares, Issued	192,963,252	195,604,404

XML

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions	Total	Total Stockholders’ Equity	$0.01 Par Value Common Stock	Treasury Stock	Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Noncontrolling Interest
Balance at Dec. 31, 2021	$ 6,036	$ 3,206	$ 2	$ (2)	$ 1,375	$ 2,088	$ (257)	$ 2,830
Increase (decrease) in equity
Net earnings	2,928	2,486	0	0	0	2,486	0	442
Less: Net earnings attributable to noncontrolling interest	442
Net earnings attributable to common stockholders	2,486
Other comprehensive loss	(13)	(13)	0	0	0	0	(13)	0
Purchases of treasury stock	(1,122)	(1,122)	0	(1,122)	0	0	0	0
Retirement of treasury stock	0	0	0	283	23	260	0	0
Acquisition of treasury stock under employee stock plans	(23)	(23)	0	(23)	0	0	0	0
Issuance of $0.01 par value common stock under employee stock plans	105	105	0	1	104	0	0	0
Stock-based compensation expense	32	32	0	0	32	0	0	0
Cash dividends	(227)	(227)	0	0	0	(227)	0	0
Distributions declared to noncontrolling interest	(619)	0	0	0	0	0	0	(619)
Balance at Sep. 30, 2022	7,097	4,444	2	(863)	1,488	4,087	(270)	2,653
Balance at Jun. 30, 2022	7,514	4,589	2	(331)	1,474	3,729	(285)	2,925
Increase (decrease) in equity
Net earnings	538	438	0	0	0	438	0	100
Less: Net earnings attributable to noncontrolling interest	100
Net earnings attributable to common stockholders	438
Other comprehensive loss	15	15	0	0	0	0	15	0
Purchases of treasury stock	(532)	(532)	0	(532)	0	0	0	0
Issuance of $0.01 par value common stock under employee stock plans	4	4	0	0	4	0	0	0
Stock-based compensation expense	10	10	0	0	10	0	0	0
Cash dividends	(80)	(80)	0	0	0	(80)	0	0
Distributions declared to noncontrolling interest	(372)	0	0	0	0	0	0	(372)
Balance at Sep. 30, 2022	7,097	4,444	2	(863)	1,488	4,087	(270)	2,653
Balance at Dec. 31, 2022	7,853	5,051	2	0	1,412	3,867	(230)	2,802
Increase (decrease) in equity
Net earnings	1,486	1,251	0	0	0	1,251	0	235
Less: Net earnings attributable to noncontrolling interest	235
Net earnings attributable to common stockholders	1,251
Other comprehensive loss	5	5	0	0	0	0	5	0
Purchases of treasury stock	(357)	(357)	0	(357)	0	0	0	0
Retirement of treasury stock	0	0	0	(226)	24	202	0	0
Acquisition of treasury stock under employee stock plans	(22)	(22)	0	(22)	0	0	0	0
Issuance of $0.01 par value common stock under employee stock plans	1	1	0	2	(1)	0	0	0
Stock-based compensation expense	29	29	0	0	29	0	0	0
Cash dividends	(235)	(235)	0	0	0	(235)	0	0
Distributions declared to noncontrolling interest	(459)	0	0	0	0	0	0	(459)
Balance at Sep. 30, 2023	8,301	5,723	2	(151)	1,416	4,681	(225)	2,578
Balance at Jun. 30, 2023	8,520	5,804	2	(226)	1,430	4,797	(199)	2,716
Increase (decrease) in equity
Net earnings	230	164	0	0	0	164	0	66
Less: Net earnings attributable to noncontrolling interest	66
Net earnings attributable to common stockholders	164
Other comprehensive loss	(26)	(26)	0	0	0	0	(26)	0
Purchases of treasury stock	(151)	(151)	0	(151)	0	0	0	0
Retirement of treasury stock	0	0	0	(226)	24	202	0	0
Stock-based compensation expense	10	10	0	0	10	0	0	0
Cash dividends	(78)	(78)	0	0	0	(78)	0	0
Distributions declared to noncontrolling interest	(204)	0	0	0	0	0	0	(204)
Balance at Sep. 30, 2023	$ 8,301	$ 5,723	$ 2	$ (151)	$ 1,416	$ 4,681	$ (225)	$ 2,578

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CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Jun. 30, 2022
Statement of Stockholders' Equity [Abstract]
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01	$ 0.01	$ 0.01	$ 0.01	$ 0.01
Dividends declared per common share (in dollars per share)	$ 0.40	$ 0.40	$ 1.20	$ 1.10

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating Activities:
Net earnings	$ 1,486	$ 2,928
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	640	652
Deferred income taxes	(73)	(7)
Stock-based compensation expense	29	32
Loss on debt extinguishment	0	8
Unrealized net gain on natural gas derivatives	(65)	(39)
Equity Method Investment, Other than Temporary Impairment	43	0
U.K. long-lived and intangible asset impairment	0	239
Pension settlement loss	0	24
Gain on sale of emission credits	(39)	(6)
Loss on disposal of property, plant and equipment	4	1
Undistributed earnings of affiliate—net of taxes	(2)	(10)
Changes in:
Accounts receivable—net	165	(245)
Inventories	130	(131)
Accrued and prepaid income taxes	57	(168)
Accounts payable and accrued expenses	(116)	111
Customer advances	53	(188)
Other—net	(35)	69
Net cash provided by operating activities	2,277	3,270
Investing Activities:
Additions to property, plant and equipment	(311)	(319)
Proceeds from sale of property, plant and equipment	1	1
Distributions received from unconsolidated affiliate	0	4
Purchase of investments held in nonqualified employee benefit trust	0	(1)
Proceeds from sale of investments held in nonqualified employee benefit trust	0	1
Purchase of emission credits	0	(9)
Proceeds from sale of emission credits	39	15
Net cash used in investing activities	(271)	(308)
Financing Activities:
Repayments of Long-term Debt	0	(507)
Payments of Financing Costs	0	(4)
Dividends paid	(235)	(227)
Distributions to noncontrolling interest	(459)	(619)
Purchases of treasury stock	(355)	(1,096)
Proceeds from issuances of common stock under employee stock plans	1	106
Shares withheld for taxes	(22)	(23)
Net cash provided by (used in) financing activities	(1,070)	(2,370)
Effect of exchange rate changes on cash and cash equivalents	(5)	(28)
Increase in cash and cash equivalents	931	564
Cash and cash equivalents at beginning of period	2,323	1,628
Cash and cash equivalents at end of period	$ 3,254	$ 2,192

XML

Background and Basis of Presentation

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Background and Basis of Presentation

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 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.

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, 2022, 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, 2022, filed with the SEC on February 23, 2023. 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 interim 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 emission credits required to meet environmental regulations, the cost of customer incentives, useful lives of property and identifiable intangible assets, 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, the determination of the funded status and annual expense of defined benefit pension and other postretirement plans and the valuation of stock-based compensation awards granted to employees.

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Revenue Recognition

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

We track our revenue by product and by geography. See Note 16—Segment Disclosures for the revenue of each of our reportable segments, 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 nine months ended September 30, 2023 and 2022:

	Ammonia		Granular Urea		UAN		AN		Other		Total
	(in millions)
Three months ended September 30, 2023
North America	$	165	$	340	$	330	$	50	$	111	$	996
Europe and other	70		20		105		64		18		277
Total revenue	$	235	$	360	$	435	$	114	$	129	$	1,273
Three months ended September 30, 2022
North America	$	367	$	571	$	531	$	70	$	132	$	1,671
Europe and other	164		118		205		110		53		650
Total revenue	$	531	$	689	$	736	$	180	$	185	$	2,321
Nine months ended September 30, 2023
North America	$	955	$	1,375	$	1,312	$	189	$	357	$	4,188
Europe and other	229		56		338		188		61		872
Total revenue	$	1,184	$	1,431	$	1,650	$	377	$	418	$	5,060
Nine months ended September 30, 2022
North America	$	1,937	$	2,123	$	2,421	$	229	$	465	$	7,175
Europe and other	349		164		306		427		157		1,403
Total revenue	$	2,286	$	2,287	$	2,727	$	656	$	622	$	8,578

As of September 30, 2023 and December 31, 2022, we had $282 million and $229 million, respectively, in customer advances on our consolidated balance sheets. During the nine months ended September 30, 2023 and 2022, substantially all of the customer advances at the beginning of each respective period were recognized as revenue.

We offer cash incentives to certain customers generally based on the volume of their purchases over the fertilizer year ending June 30. Our cash incentives do not provide an option to the customer for additional product. The balances of customer incentives accrued as of September 30, 2023 and December 31, 2022 were not material.

We have certain customer contracts with performance obligations under which, if the customer does not take the required amount of product specified in the contract, then the customer is required to make a payment to us, the amount of which payment may vary based upon the terms and conditions of the applicable contract. As of September 30, 2023, excluding contracts with original durations of less than one year, and based on the minimum product tonnage to be sold and current market price estimates, our remaining performance obligations under these contracts were approximately $910 million. We expect to recognize approximately 14% of these performance obligations as revenue in the remainder of 2023, approximately 52% as revenue during 2024-2026, approximately 15% as revenue during 2027-2029, and the remainder thereafter. Subject to the terms and conditions of the applicable contracts, if the customers do not satisfy their purchase obligations under such contracts, the minimum amount that they would be required to pay to us under such contracts, in the aggregate, was approximately $280 million as of September 30, 2023. Other than the performance obligations described above, we expect that any performance obligations under our customer contracts that were unfulfilled or partially fulfilled at December 31, 2022 will be satisfied in 2023.

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Net Earnings Per Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Net Earnings Per Share

Net earnings per share were computed as follows:

	Three months ended   September 30,				Nine months ended   September 30,
	2023		2022		2023		2022
	(in millions, except per share amounts)
Net earnings attributable to common stockholders	$	164	$	438	$	1,251	$	2,486
Basic earnings per common share:
Weighted-average common shares outstanding	192.4		200.2		194.4		205.6
Net earnings attributable to common stockholders	$	0.85	$	2.19	$	6.44	$	12.09
Diluted earnings per common share:
Weighted-average common shares outstanding	192.4		200.2		194.4		205.6
Dilutive common shares—stock-based awards	0.5		0.7		0.5		0.9
Diluted weighted-average common shares outstanding	192.9		200.9		194.9		206.5
Net earnings attributable to common stockholders	$	0.85	$	2.18	$	6.42	$	12.04

Diluted earnings per common share is calculated using weighted-average common shares outstanding, including the dilutive effect of stock-based awards as determined under the treasury stock method. In the computation of diluted earnings per common share, potentially dilutive stock-based awards are excluded if the effect of their inclusion is anti-dilutive. Shares for anti-dilutive stock-based awards not included in the computation of diluted earnings per common share were zero in both the three and nine months ended September 30, 2023 and the three and nine months ended September 30, 2022.

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Inventories

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Inventories

Inventories consist of the following:

	September 30,  2023		December 31,  2022
	(in millions)
Finished goods	$	279	$	437
Raw materials, spare parts and supplies	39		37
Total inventories	$	318	$	474

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United Kingdom Operations Restructuring

9 Months Ended

Sep. 30, 2023

Restructuring and Related Activities [Abstract]

United Kingdom Operations Restructuring

United Kingdom Operations Restructuring

In the second quarter of 2022, we approved and announced our proposed plan to restructure our U.K. operations, including the planned permanent closure of the Ince facility, which had been idled since September 2021, and optimization of the remaining manufacturing operations at our Billingham facility. Pursuant to our proposed plan to restructure our U.K. operations and dispose of the Ince facility assets before we originally intended, we concluded that an evaluation of our long-lived assets and an impairment test was required. Our assessment then identified the U.K. asset groups as U.K. Ammonia, U.K. AN and U.K. Other, comprising our ongoing U.K. operations, and Ince, U.K. In response to this impairment indicator, we compared the undiscounted cash flows expected to result from the use and eventual disposition of the Ince, U.K. asset group to its carrying amount and concluded the carrying amount was not recoverable and should be adjusted to its fair value. As a result, in the second quarter of 2022, we recorded total charges of $162 million related to the Ince facility as follows:

•asset impairment charges of $152 million consisting of the following:

◦an impairment charge of $135 million related to property, plant and equipment that is planned for abandonment at the Ince facility, including a liability of approximately $9 million for the costs of certain asset retirement activities related to the Ince site;

◦an intangible asset impairment charge of $8 million related to trade names; and

◦an impairment charge of $9 million related to the write-down of spare parts and certain raw materials at the Ince facility;

and

•a charge for post-employment benefits totaling $10 million, which is included in the U.K. operations restructuring line item in our consolidated statements of operations, related to contractual and statutory obligations due to employees whose employment would be terminated in the proposed plan.

In August 2022, the final restructuring plan for our U.K. operations was approved, and decommissioning activities at our Ince facility were initiated. As a result, in the third quarter of 2022, we incurred additional charges related to our U.K. restructuring of $8 million, primarily related to one-time termination benefits, which are included in the U.K. operations restructuring line item in our consolidated statement of operations. As of June 30, 2023, the decommissioning of our Ince facility and other approved restructuring actions had been completed.

In the third quarter of 2022, the United Kingdom continued to experience extremely high and volatile natural gas prices. Russian natural gas pipeline flows to Europe via the Nord Stream 1 pipeline ceased, causing the United Kingdom to experience unprecedented natural gas prices. In addition, the European Union announced a desire to cap the price that Europe would pay Russia for natural gas deliveries, further contributing to the uncertainty in European energy markets. Given these factors and the lack of a corresponding increase in global nitrogen product market prices, in September 2022, we idled ammonia production at our Billingham complex. As a result, we concluded that an additional impairment test was triggered for the asset groups that comprise the continuing U.K. operations. The results of our impairment test indicated that the carrying values for our U.K. Ammonia and U.K. AN asset groups exceeded the undiscounted estimated future cash flows. As a result, we recognized asset impairment charges of $87 million, primarily related to property, plant and equipment and definite-lived intangible assets, which are included in the U.K. long-lived and intangible asset impairment line item in our consolidated statement of operations.

In July 2023, we approved and announced our proposed plan to permanently close the Billingham ammonia plant, and, in September 2023, the final plan was approved. As a result, in the third quarter of 2023, we recognized total charges of $5 million consisting primarily of the recognition of an asset retirement obligation and post-employment benefits related to contractual and statutory obligations due to employees whose employment would be terminated.

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Property, Plant and Equipment-Net

3 Months Ended

Sep. 30, 2023

Property, Plant and Equipment, Net [Abstract]

Property, Plant and Equipment-Net

Property, plant and equipment—net consists of the following:

	September 30,  2023		December 31,  2022
	(in millions)
Land	$	114	$	113
Machinery and equipment	12,716		12,633
Buildings and improvements	923		914
Construction in progress	339		203
Property, plant and equipment(1)	14,092		13,863
Less: Accumulated depreciation and amortization	7,936		7,426
Property, plant and equipment—net	$	6,156	$	6,437

_______________________________________________________________________________

(1)As of September 30, 2023 and December 31, 2022, we had property, plant and equipment that was accrued but unpaid of approximately $80 million and $53 million, respectively. As of September 30, 2022 and December 31, 2021, we had property, plant and equipment that was accrued but unpaid of approximately $60 million and $35 million, respectively.

Depreciation and amortization related to property, plant and equipment was $211 million and $633 million for the three and nine months ended September 30, 2023, respectively, and $219 million and $643 million for the three and nine months ended September 30, 2022, respectively.

Plant turnarounds—Scheduled inspections, replacements and overhauls of plant machinery and equipment at our continuous process manufacturing facilities during a full plant shutdown are referred to as plant turnarounds. The expenditures related to turnarounds are capitalized in property, plant and equipment when incurred.

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

The following is a summary of capitalized plant turnaround costs:

	Nine months ended   September 30,
	2023		2022
	(in millions)
Net capitalized turnaround costs as of January 1	$	312	$	355
Additions	121		84
Depreciation	(95)		(101)
Impairment related to U.K. operations	—		(21)
Effect of exchange rate changes and other	(4)		(7)
Net capitalized turnaround costs as of September 30	$	334	$	310

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Equity Method Investment

9 Months Ended

Sep. 30, 2023

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investment

We have a 50% ownership interest in Point Lisas Nitrogen Limited (PLNL), which operates an ammonia production facility in the Republic of Trinidad and Tobago. We include our share of the net earnings from this equity method investment as an element of earnings from operations because PLNL provides additional production to our operations and is integrated with our other supply chain and sales activities in the Ammonia segment.

PLNL operates an ammonia plant that relies on natural gas supplied, under a gas sales contract (the NGC Contract), by The National Gas Company of Trinidad and Tobago Limited (NGC). The NGC Contract had an expiration date of September 2023. In the third quarter of 2023, PLNL entered into a new gas sales contract with NGC (the New NGC Contract), which is effective October 2023 through December 2025.

In the third quarter of 2023 and due to the terms of the New NGC Contract, we assessed our investment in PLNL for impairment and determined that the carrying value of our equity method investment in PLNL exceeded its fair value. As a result, we recorded an impairment of our equity method investment in PLNL of $43 million, which is reflected in equity in (losses) earnings of operating affiliate on our consolidated statements of operations for the three and nine months ended September 30, 2023. As of September 30, 2023, the total carrying value of our equity method investment in PLNL was $32 million.

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 $20 million and $115 million for the three and nine months ended September 30, 2023, respectively, and $61 million and $212 million for the three and nine months ended September 30, 2022, respectively.

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Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

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

	September 30, 2023
	Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value
	(in millions)
Cash	$	193	$	—	$	—	$	193
Cash equivalents:
U.S. and Canadian government obligations	2,687		—		—		2,687
Other debt securities	374		—		—		374
Total cash and cash equivalents	$	3,254	$	—	$	—	$	3,254
Nonqualified employee benefit trusts	16		—		—		16

	December 31, 2022
	Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value
	(in millions)
Cash	$	153	$	—	$	—	$	153
Cash equivalents:
U.S. and Canadian government obligations	1,902		—		—		1,902
Other debt securities	268		—		—		268
Total cash and cash equivalents	$	2,323	$	—	$	—	$	2,323
Nonqualified employee benefit trusts	16		—		—		16

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 U.S. and Canadian federal governments; 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 as of September 30, 2023 and December 31, 2022 that are recognized at fair value on a recurring basis, and indicate the fair value hierarchy utilized to determine such fair value:

	September 30, 2023
	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash equivalents	$	3,061	$	3,061	$	—	$	—
Nonqualified employee benefit trusts	16		16		—		—
Derivative assets	8		—		8		—
Derivative liabilities	(16)		—		(16)		—

	December 31, 2022
	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash equivalents	$	2,170	$	2,170	$	—	$	—
Nonqualified employee benefit trusts	16		16		—		—
Derivative assets	12		—		12		—
Derivative liabilities	(85)		—		(85)		—

Cash Equivalents

Cash equivalents include highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less. As of September 30, 2023 and December 31, 2022, our cash equivalents consisted primarily of U.S. and Canadian government obligations and money market mutual funds that invest in U.S. government obligations and other investment-grade securities.

Nonqualified Employee Benefit Trusts

We maintain trusts associated with certain nonqualified supplemental pension plans. The fair values of the trust assets are based on daily quoted prices in an active market, which represent the net asset values of the shares held in the trusts, and are included on our consolidated balance sheets in other assets. Debt securities are accounted for as available-for-sale securities, and changes in fair value are reported in other comprehensive income. Changes in the fair value of available-for-sale equity securities in the trust assets are recognized through earnings.

Derivative Instruments

The derivative instruments that we use are primarily natural gas fixed price swaps, basis swaps and options traded in the over-the-counter markets with multi-national commercial banks, other major financial institutions or large energy companies. The natural gas derivative contracts represent anticipated natural gas needs for future periods, and settlements are scheduled to coincide with anticipated natural gas purchases during those future periods. The natural gas derivative contracts settle using primarily a NYMEX futures price index. 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 independent third party. See Note 13—Derivative Financial Instruments for additional information.

Financial Instruments

The carrying amount and estimated fair value of our financial instruments are as follows:

	September 30, 2023				December 31, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in millions)
Long-term debt	$	2,967	$	2,656	$	2,965	$	2,764

The fair value of our long-term debt was based on quoted prices for identical or similar liabilities in markets that are not active or valuation models in which all significant inputs and value drivers are observable and, as a result, they are classified as Level 2 inputs.

The carrying amounts of cash and cash equivalents, as well as any instruments included in other current assets and other current liabilities that meet the definition of financial instruments, approximate fair values because of their short-term maturities.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

We also have assets and liabilities that may be measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment, when there is allocation of purchase price in an acquisition or when a new liability is being established that requires fair value measurement. These include long-lived assets, goodwill and other

intangible assets and investments in unconsolidated subsidiaries, such as equity method investments, which may be written down to fair value as a result of impairment. The fair value measurements related to each of these rely primarily on Company-specific inputs and the Company’s assumptions about the use of the assets. Since certain of the Company’s assumptions would involve inputs that are not observable, these fair values would reside within Level 3 of the fair value hierarchy.

In the third quarter of 2023, we determined the carrying value of our equity method investment in PLNL exceeded its fair value and recorded an impairment of our equity method investment in PLNL of $43 million. See Note 7—Equity Method Investment for additional information.

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Income Taxes

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

For the three months ended September 30, 2023, we recorded an income tax provision of $23 million on pre-tax income of $253 million, or an effective tax rate of 9.1%, compared to an income tax provision of $155 million on pre-tax income of $693 million, or an effective tax rate of 22.3%, for the three months ended September 30, 2022. For the three months ended September 30, 2023, our income tax provision includes a $9 million income tax benefit arising from the finalization of tax return filing positions and adjustments to accrued withholding taxes as a result of changes reflected on our filed U.S. federal return. This income tax benefit in relation to pre-tax income of $253 million contributed to a lower effective tax rate in the third quarter of 2023 compared to the U.S. statutory rate of 21%.

For the nine months ended September 30, 2023, we recorded an income tax provision of $326 million on pre-tax income of $1.81 billion, or an effective tax rate of 18.0%, compared to an income tax provision of $913 million on pre-tax income of $3.84 billion, or an effective tax rate of 23.8%, for the nine months ended September 30, 2022.

For the three and nine months ended September 30, 2022, our income tax provision includes $18 million of income tax expense to record a valuation allowance in the United Kingdom due to the uncertainty surrounding the realization of the deferred tax assets as a result of the impairment described in Note 5—United Kingdom Operations Restructuring. In addition, for the nine months ended September 30, 2022, our income tax provision includes $22 million of income tax benefit due to share-based compensation activity and $78 million of income tax provision related to the Canada Revenue Agency Competent Authority Matter, as discussed below.

Our effective tax rate is impacted by earnings attributable to the noncontrolling interest in CF Industries Nitrogen, LLC (CFN), as our consolidated income tax provision does not include a tax provision on the earnings attributable to the noncontrolling interest. Our effective tax rate for the three months ended September 30, 2023 of 9.1%, which is based on pre-tax income of $253 million, including $66 million of earnings attributable to the noncontrolling interest, would be 3.2 percentage points higher if based on pre-tax income exclusive of the $66 million of earnings attributable to the noncontrolling interest. Our effective tax rate for the three months ended September 30, 2022 of 22.3%, which is based on pre-tax income of $693 million, including $100 million of earnings attributable to the noncontrolling interest, would be 3.7 percentage points higher if based on pre-tax income exclusive of the $100 million of earnings attributable to the noncontrolling interest.

Our effective tax rate for the nine months ended September 30, 2023 of 18.0%, which is based on pre-tax income of $1.81 billion, including $235 million of earnings attributable to the noncontrolling interest, would be 2.7 percentage points higher if based on pre-tax income exclusive of the $235 million of earnings attributable to the noncontrolling interest. Our effective tax rate for the nine months ended September 30, 2022 of 23.8%, which is based on pre-tax income of $3.84 billion, including $442 million of earnings attributable to the noncontrolling interest, would be 3.1 percentage points higher if based on pre-tax income exclusive of the $442 million of earnings attributable to the noncontrolling interest.

Canada Revenue Agency Competent Authority Matter

In 2016, the Canada Revenue Agency (CRA) and Alberta Tax and Revenue Administration (Alberta TRA) issued Notices of Reassessment for tax years 2006 through 2009 to one of our Canadian affiliates asserting a disallowance of certain patronage deductions. We filed Notices of Objection with respect to the Notices of Reassessment with the CRA and Alberta TRA and posted letters of credit in lieu of paying the additional tax liability assessed. The letters of credit served as security until the matter was resolved, as discussed below. In 2018, the matter, including the related transfer pricing topic regarding the allocation of profits between Canada and the United States, was accepted for consideration under the bilateral settlement provisions of the U.S.-Canada tax treaty (the Treaty) by the United States and Canadian competent authorities, and included tax years 2006 through 2011. In the second quarter of 2021, the Company submitted the transfer pricing aspect of the matter into the arbitration process under the terms of the Treaty.

In February 2022, we were informed that a decision was reached by the arbitration panel for tax years 2006 through 2011. In March 2022, we received further details of the results of the arbitration proceedings and the settlement provisions between the United States and Canadian competent authorities, and we accepted the decision of the arbitration panel. Under the terms of

the arbitration decision, additional income for tax years 2006 through 2011 was subject to tax in Canada, resulting in our having additional Canadian tax liability for those tax years.

In the nine months ended September 30, 2022, as a result of the impact of these events on our Canadian and U.S. federal and state income taxes, we recognized an income tax provision of $78 million, reflecting the net impact of $129 million of accrued income taxes payable to Canada for tax years 2006 through 2011, partially offset by net income tax receivables of approximately $51 million in the United States, and we accrued net interest of $103 million, primarily reflecting the impact of estimated interest payable to Canada.

Of the $78 million of income tax provision and $103 million of net interest expense recognized in the nine months ended September 30, 2022, a reduction of $1 million of net interest expense was recognized in the three months ended September 30, 2022.

In the second half of 2022, this tax liability and the related interest were assessed and paid, resulting in total payments of $224 million, which also reflect the impact of changes in foreign currency exchange rates. As a result, the letters of credit we had posted in lieu of paying the additional tax liability assessed by the Notices of Reassessment were cancelled. Due primarily to the availability of additional foreign tax credits to offset in part the increased Canadian tax referenced above, the Company has filed amended tax returns in the United States to request a refund of taxes paid.

Transfer pricing positions

As a result of the outcome of the arbitration decision discussed above, we also evaluated our transfer pricing positions between Canada and the United States for open years 2012 and after. Based on this evaluation, we recorded the following in the nine months ended September 30, 2022:

•liabilities for unrecognized tax benefits of approximately $314 million, with a corresponding income tax provision, and accrued interest of approximately $123 million related to the liabilities for unrecognized tax benefits, and

•noncurrent income tax receivables of approximately $359 million, with a corresponding income tax benefit, and accrued interest income of approximately $33 million related to the noncurrent income tax receivables.

In the nine months ended September 30, 2022, the impact on our consolidated statement of operations of the amounts recorded as a result of this evaluation of transfer pricing positions, including $29 million of net deferred income tax provision for other transfer pricing tax effects, was $16 million of income tax benefit and $90 million of net interest expense before tax ($98 million after tax).

Of the $16 million of income tax benefit and $90 million of net interest expense recognized in the nine months ended September 30, 2022, $3 million of income tax provision and $4 million of net interest expense ($5 million after tax) was recognized in the three months ended September 30, 2022.

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Pension Retiree Annuity Purchase	9 Months Ended
	Sep. 30, 2023
Retirement Benefits [Abstract]
Retirement Benefits	On July 15, 2022, we entered into an agreement with an insurance company to purchase a non-participating group annuity contract and transfer approximately $375 million of our primary U.S. defined benefit pension plan’s projected benefit obligation. The transaction closed on July 22, 2022 and was funded with plan assets. Under the transaction, the insurance company assumed responsibility for pension benefits and annuity administration for approximately 4,000 retirees or their beneficiaries. As a result of this transaction, in the third quarter of 2022, we remeasured the plan's projected benefit obligation and plan assets and recognized a non-cash pre-tax pension settlement loss of $24 million, reflecting the unamortized net unrecognized postretirement benefit costs related to the settled obligations, with a corresponding offset to accumulated other comprehensive loss. In the fourth quarter of 2022, the final settlement of the non-participating group annuity contract resulted in a refund of $4 million, which decreased the settlement loss by $3 million to $21 million.

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Financing Agreements

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Financing Agreements

Revolving Credit Agreement

On October 26, 2023, we entered into a new senior unsecured revolving credit agreement (the New Revolving Credit Agreement), which replaced our prior senior unsecured revolving credit agreement (the Prior Revolving Credit Agreement). See Note 18—Subsequent Event for additional information.

The Prior Revolving Credit Agreement provided for a revolving credit facility of up to $750 million with a maturity of December 5, 2024 and included a letter of credit sub-limit of $125 million. Borrowings under the Prior Revolving Credit Agreement could be used for working capital, capital expenditures, acquisitions, share repurchases and other general corporate purposes.

Borrowings under the Prior Revolving Credit Agreement could be denominated in U.S. dollars, Canadian dollars, euros and British pounds. Borrowings in U.S. dollars bore interest at a per annum rate equal to, at our option, an applicable adjusted term Secured Overnight Financing Rate or base rate plus, in either case, a specified margin. We were required to pay an undrawn commitment fee on the undrawn portion of the commitments under the Prior Revolving Credit Agreement and customary letter of credit fees. The specified margin and the amount of the commitment fee depended on CF Holdings’ credit rating at the time.

The Prior Revolving Credit Agreement contained representations and warranties and affirmative and negative covenants, including financial covenants. As of September 30, 2023, we were in compliance with all covenants under the Prior Revolving Credit Agreement.

As of September 30, 2023, we had unused borrowing capacity under the Prior Revolving Credit Agreement of $750 million and no outstanding letters of credit under the Prior Revolving Credit Agreement. There were no borrowings outstanding under the Prior Revolving Credit Agreement as of September 30, 2023 or December 31, 2022, or during the nine months ended September 30, 2023.

Letters of Credit Under Bilateral Agreement

We are party to a bilateral agreement providing for the issuance of up to $350 million of letters of credit. As of September 30, 2023, approximately $200 million of letters of credit were outstanding under this agreement.

Senior Notes

Long-term debt presented on our consolidated balance sheets as of September 30, 2023 and December 31, 2022 consisted of the following debt securities issued by CF Industries:

	Effective Interest Rate	September 30, 2023				December 31, 2022
		Principal		Carrying Amount(1)		Principal		Carrying Amount(1)
		(in millions)
Public Senior Notes:
5.150% due March 2034	5.293%	750		741		750		741
4.950% due June 2043	5.040%	750		742		750		742
5.375% due March 2044	5.478%	750		741		750		740
Senior Secured Notes:
4.500% due December 2026(2)	4.783%	750		743		750		742
Total long-term debt		$	3,000	$	2,967	$	3,000	$	2,965

_______________________________________________________________________________

(1)Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was $7 million as of both September 30, 2023 and December 31, 2022, and total deferred debt issuance costs were $26 million and $28 million as of September 30, 2023 and December 31, 2022, respectively. 

(2)Effective August 23, 2021, these notes are no longer secured, in accordance with the terms of the applicable indenture.

Under the indentures (including the applicable supplemental indentures) governing the senior notes due 2034, 2043 and 2044 identified in the table above (the Public Senior Notes), each series of Public Senior Notes is guaranteed by CF Holdings. Under the terms of the indenture governing the 4.500% senior secured notes due December 2026 (the 2026 Notes) identified in the table above, the 2026 Notes are guaranteed by CF Holdings.

Interest on the Public Senior Notes and the 2026 Notes is payable semiannually, and the Public Senior Notes and the 2026 Notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices.

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Interest Expense

9 Months Ended

Sep. 30, 2023

Interest Expense [Abstract]

Interest Expense

Details of interest expense are as follows:

	Three months ended   September 30,				Nine months ended   September 30,
	2023		2022		2023		2022
	(in millions)
Interest on borrowings(1)	$	38	$	38	$	112	$	118
Fees on financing agreements(1)	2		2		6		6
Interest on tax liabilities(2)	1		6		1		246
Interest capitalized	(2)		—		(4)		(1)
Total interest expense	$	39	$	46	$	115	$	369

_______________________________________________________________________________

(1)See Note 11—Financing Agreements for additional information.

(2)See Note 9—Income Taxes for additional information.

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Derivative Financial Instruments

9 Months Ended

Sep. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities Disclosure

13.   Derivative Financial Instruments

We 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 products. From time to time, we may also use derivative financial instruments to reduce our exposure to changes in foreign currency exchange rates. The derivatives that we use to reduce our exposure to changes in prices for natural gas are primarily natural gas fixed price swaps, basis swaps and options traded in the over-the-counter markets. These natural gas derivatives settle using primarily a NYMEX futures price index, which represents the basis for fair value at any given time. We enter into natural gas derivative contracts with respect to natural gas to be consumed by us in the future, and settlements of those derivative contracts are scheduled to coincide with our anticipated purchases of natural gas used to manufacture nitrogen products during those future periods. We use natural gas derivatives as an economic hedge of natural gas price risk, but without the application of hedge accounting. As a result, changes in fair value of these contracts are recognized in earnings. As of September 30, 2023, we had natural gas derivative contracts covering certain periods through March 2024.

As of September 30, 2023, our open natural gas derivative contracts consisted of natural gas fixed price swaps, basis swaps and options for 65.3 million MMBtus of natural gas. As of December 31, 2022, we had open natural gas derivative contracts consisting of natural gas fixed price swaps, basis swaps and options for 66.3 million MMBtus of natural gas. For the nine months ended September 30, 2023, we used derivatives to cover approximately 27% of our natural gas consumption.

The effect of derivatives in our consolidated statements of operations is shown in the table below.

	Gain (loss) recognized in income
		Three months ended   September 30,				Nine months ended   September 30,
	Location	2023		2022		2023		2022
		(in millions)
Unrealized net (losses) gains on natural gas derivatives	Cost of sales	$	(7)	$	(11)	$	65	$	39
Realized net (losses) gains on natural gas derivatives	Cost of sales	(1)		12		(119)		20
Net derivative (losses) gains		$	(8)	$	1	$	(54)	$	59

The fair values of derivatives on our consolidated balance sheets are shown below. As of September 30, 2023 and December 31, 2022, none of our derivative instruments were designated as hedging instruments. See Note 8—Fair Value Measurements for additional information on derivative fair values.

	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	September 30,  2023		December 31, 2022		Balance Sheet Location	September 30,  2023		December 31, 2022
		(in millions)					(in millions)
Natural gas derivatives	Other current assets	$	8	$	12	Other current liabilities	$	(16)	$	(85)

Most of our International Swaps and Derivatives Association (ISDA) agreements contain credit-risk-related contingent features such as cross default provisions. In the event of certain defaults or termination events, our counterparties may request early termination and net settlement of certain derivative trades or, under certain ISDA agreements, may require us to collateralize derivatives in a net liability position. As of September 30, 2023 and December 31, 2022, the aggregate fair value of the derivative instruments with credit-risk-related contingent features in net liability positions was $8 million and $73 million, respectively, which also approximates the fair value of the assets that may be needed to settle the obligations if the credit-risk-related contingent features were triggered at the reporting dates. The credit support documents executed in connection with certain of our ISDA agreements generally provide us and our counterparties the right to set off collateral against amounts owing under the ISDA agreements upon the occurrence of a default or a specified termination event. As of September 30, 2023 and December 31, 2022, we had no cash collateral on deposit with counterparties for derivative contracts.

The following table presents amounts relevant to offsetting of our derivative assets and liabilities as of September 30, 2023 and December 31, 2022:

	Amounts presented in consolidated balance sheets(1)		Gross amounts not offset in consolidated balance sheets
			Financial instruments		Cash collateral received (pledged)		Net amount
	(in millions)
September 30, 2023
Total derivative assets	$	8	$	—	$	—	$	8
Total derivative liabilities	(16)		—		—		(16)
Net derivative liabilities	$	(8)	$	—	$	—	$	(8)
December 31, 2022
Total derivative assets	$	12	$	—	$	—	$	12
Total derivative liabilities	(85)		—		—		(85)
Net derivative liabilities	$	(73)	$	—	$	—	$	(73)

_______________________________________________________________________________

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

We do not believe the contractually allowed netting, close-out netting or setoff 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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Noncontrolling Interest

9 Months Ended

Sep. 30, 2023

Noncontrolling Interest [Abstract]

Noncontrolling Interest

We have a strategic venture with CHS Inc. (CHS) under which CHS owns an equity interest in CFN, a subsidiary of CF Holdings, which represents approximately 11% of the membership interests of CFN. We own the remaining membership interests. Under the terms of CFN’s limited liability company agreement, each member’s interest will reflect, over time, the impact of the profitability of CFN, any member contributions made to CFN and withdrawals and distributions received from CFN. For financial reporting purposes, the assets, liabilities and earnings of the strategic venture are consolidated into our financial statements. CHS’ interest in the strategic venture is recorded in noncontrolling interest in our consolidated financial statements.

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

	2023		2022
	(in millions)
Noncontrolling interest:
Balance as of January 1	$	2,802	$	2,830
Earnings attributable to noncontrolling interest	235		442
Declaration of distributions payable	(459)		(619)
Balance as of September 30	$	2,578	$	2,653
Distributions payable to noncontrolling interest:
Balance as of January 1	$	—	$	—
Declaration of distributions payable	459		619
Distributions to noncontrolling interest	(459)		(619)
Balance as of September 30	$	—	$	—

CHS also receives deliveries pursuant to a supply agreement under which CHS has the right to purchase annually from CFN up to approximately 1.1 million tons of granular urea and 580,000 tons of UAN at market prices. As a result of its equity interest in CFN, CHS is entitled to semi-annual cash distributions from CFN. We are also entitled to semi-annual cash distributions from CFN. The amounts of distributions from CFN to us and CHS are based generally on the profitability of CFN and determined based on the volume of granular urea and UAN sold by CFN to us and CHS pursuant to supply agreements, less a formula driven amount based primarily on the cost of natural gas used to produce the granular urea and UAN, and adjusted for the allocation of items such as operational efficiencies and overhead amounts.

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Stockholders' Equity

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Common Stock

On November 3, 2021, our Board of Directors (the Board) authorized the repurchase of up to $1.5 billion of CF Holdings common stock through December 31, 2024 (the 2021 Share Repurchase Program). On November 2, 2022, the Board authorized the repurchase of up to $3 billion of CF Holdings common stock commencing upon completion of the 2021 Share Repurchase Program and effective through December 31, 2025 (the 2022 Share Repurchase Program). Repurchases under these programs may be made from time to time in the open market, through privately negotiated transactions, through block transactions or otherwise. The manner, timing and amount of repurchases will be determined by our management based on the evaluation of market conditions, stock price, and other factors.

The following table summarizes the share repurchases under the 2022 Share Repurchase Program and the 2021 Share Repurchase Program.

	2022 Share Repurchase Program			2021 Share Repurchase Program
	Shares	Amounts(1)		Shares	Amounts(1)
	(in millions)
Shares repurchased in 2022:
First quarter	—	$	—	1.3	$	100
Second quarter	—	—		5.3	490
Third quarter	—	—		6.1	532
Fourth quarter	—	—		2.2	223
Total shares repurchased in 2022	—	—		14.9	1,345
Shares repurchased as of December 31, 2022	—	$	—	14.9	$	1,345
Shares repurchased in 2023:
First quarter	—	$	—	1.1	$	75
Second quarter	0.8	50		1.2	80
Third quarter	1.9	150		—	—
Total shares repurchased in 2023	2.7	200		2.3	155
Shares repurchased as of September 30, 2023	2.7	$	200	17.2	$	1,500

______________________________________________________________________________

(1)As defined in the share repurchase programs, amounts reflect the price paid for the shares of common stock repurchased, excluding commissions paid to brokers and excise taxes.

In the first half of 2023, we completed the 2021 Share Repurchase Program with the repurchase of approximately 2.3 million shares for $155 million. In the nine months ended September 30, 2023, we repurchased approximately 2.7 million shares under the 2022 Share Repurchase Program for $200 million and retired approximately 3.3 million shares of repurchased stock. We held approximately 1.9 million shares of treasury stock as of September 30, 2023.

In the nine months ended September 30, 2022, we repurchased approximately 12.7 million shares under the 2021 Share Repurchase Program for $1.12 billion, of which $27 million was accrued and unpaid as of September 30, 2022. In the nine months ended September 30, 2022, we retired approximately 3.2 million shares of repurchased stock.

Accumulated Other Comprehensive Loss

Changes to accumulated other comprehensive loss and the impact on other comprehensive income (loss) are as follows:

	Foreign Currency Translation Adjustment		Unrealized Gain on Derivatives		Defined Benefit Plans		Accumulated Other Comprehensive Income (Loss)
	(in millions)
Balance as of December 31, 2022	$	(179)	$	3	$	(54)	$	(230)
Gain arising during the period	—		—		5		5
Reclassification to earnings	—		—		(1)		(1)
Effect of exchange rate changes and deferred taxes	3		—		(2)		1
Balance as of September 30, 2023	$	(176)	$	3	$	(52)	$	(225)
Balance as of December 31, 2021	$	(141)	$	4	$	(120)	$	(257)
Gain arising during the period	—		—		3		3
Reclassification to earnings(1)	—		—		26		26
Effect of exchange rate changes and deferred taxes	(49)		—		7		(42)
Balance as of September 30, 2022	$	(190)	$	4	$	(84)	$	(270)

_______________________________________________________________________________

(1)Reclassifications out of accumulated other comprehensive loss to the consolidated statements of operations during the three and nine months ended September 30, 2022 include a non-cash pre-tax pension settlement loss of $24 million. See Note 10—Pension Retiree Annuity Purchase for additional information.

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Segment Disclosures

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Segment Disclosures

Our reportable segments consist of Ammonia, Granular Urea, UAN, AN and Other. These segments are differentiated by products. Our management uses gross margin to evaluate segment performance and allocate resources. Total other operating costs and expenses (consisting primarily of selling, general and administrative expenses and other operating—net) and non-operating expenses (consisting primarily of 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 nine months ended September 30, 2023 and 2022 are presented in the table below.

	Ammonia		Granular Urea(1)		UAN(1)		AN(1)		Other(1)		Consolidated
	(in millions)
Three months ended September 30, 2023
Net sales	$	235	$	360	$	435	$	114	$	129	$	1,273
Cost of sales	214		226		302		79		75		896
Gross margin	$	21	$	134	$	133	$	35	$	54	377
Total other operating costs and expenses											97
Equity in losses of operating affiliate(2)											(36)
Operating earnings											$	244
Three months ended September 30, 2022
Net sales	$	531	$	689	$	736	$	180	$	185	$	2,321
Cost of sales	353		394		414		136		108		1,405
Gross margin	$	178	$	295	$	322	$	44	$	77	916
Total other operating costs and expenses(3)											186
Equity in earnings of operating affiliate											20
Operating earnings											$	750
Nine months ended September 30, 2023
Net sales	$	1,184	$	1,431	$	1,650	$	377	$	418	$	5,060
Cost of sales	797		775		937		264		243		3,016
Gross margin	$	387	$	656	$	713	$	113	$	175	2,044
Total other operating costs and expenses											228
Equity in losses of operating affiliate(2)											(12)
Operating earnings											$	1,804
Nine months ended September 30, 2022
Net sales	$	2,286	$	2,287	$	2,727	$	656	$	622	$	8,578
Cost of sales	1,075		1,024		1,102		458		314		3,973
Gross margin	$	1,211	$	1,263	$	1,625	$	198	$	308	4,605
Total other operating costs and expenses(3)											493
Equity in earnings of operating affiliate											74
Operating earnings											$	4,186

_______________________________________________________________________________

(1)The cost of the products that are upgraded into other products is transferred at cost into the upgraded product results.

(2)Equity in losses of operating affiliate for the three and nine months ended September 30, 2023 include an impairment of our equity method investment in PLNL of $43 million. See Note 7—Equity Method Investment for additional information.

(3)Total other operating costs and expenses for the three and nine months ended September 30, 2022 include $95 million and $257 million, respectively, of asset impairment and restructuring charges related to our U.K. operations. See Note 5—United Kingdom Operations Restructuring for additional information.

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Agreement to Purchase Ammonia Production Facility

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Agreement to Purchase Ammonia Production Facility

Agreement To Purchase Ammonia Production Facility

On March 20, 2023, we entered into an asset purchase agreement with Dyno Nobel Louisiana Ammonia, LLC (DNLA), a U.S. subsidiary of Australian-based Incitec Pivot Limited (IPL), and IPL. Under the terms of the agreement, we will purchase DNLA’s ammonia production complex located in Waggaman, Louisiana for a purchase price of $1.675 billion, subject to adjustment. The facility has a nameplate capacity of 880,000 tons of ammonia annually. The parties will allocate $425 million of the purchase price to a long-term ammonia offtake agreement providing for us to supply up to 200,000 tons of ammonia per year to IPL’s Dyno Nobel, Inc. subsidiary. We expect to fund the balance of the purchase price, representing the $1.675 billion purchase price, as adjusted, less $425 million, with cash on hand.

The consummation of the transaction is subject to the satisfaction or waiver of customary conditions, including, among others, the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The agreement includes certain customary termination rights, including the right of either party to terminate the agreement if the closing has not occurred by March 20, 2025. We have agreed to pay a termination fee of $75 million if the agreement is terminated in certain circumstances and certain regulatory approvals are not obtained.

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Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

Subsequent Event

18.   Subsequent Event

On October 26, 2023, we entered into the New Revolving Credit Agreement, which replaced the Prior Revolving Credit Agreement that was scheduled to mature on December 5, 2024. The New Revolving Credit Agreement provides for a revolving credit facility of up to $750 million with a maturity of October 26, 2028 and includes a letter of credit sub-limit of $125 million. See Note 11—Financing Agreements for additional information on the Prior Revolving Credit Agreement.

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Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Fair Value Measurements (Policies)	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Cash Equivalents	Cash equivalents include highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less.

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Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table summarizes our revenue by product and by geography (based on destination of our shipment) for the three and nine months ended September 30, 2023 and 2022:

	Ammonia		Granular Urea		UAN		AN		Other		Total
	(in millions)
Three months ended September 30, 2023
North America	$	165	$	340	$	330	$	50	$	111	$	996
Europe and other	70		20		105		64		18		277
Total revenue	$	235	$	360	$	435	$	114	$	129	$	1,273
Three months ended September 30, 2022
North America	$	367	$	571	$	531	$	70	$	132	$	1,671
Europe and other	164		118		205		110		53		650
Total revenue	$	531	$	689	$	736	$	180	$	185	$	2,321
Nine months ended September 30, 2023
North America	$	955	$	1,375	$	1,312	$	189	$	357	$	4,188
Europe and other	229		56		338		188		61		872
Total revenue	$	1,184	$	1,431	$	1,650	$	377	$	418	$	5,060
Nine months ended September 30, 2022
North America	$	1,937	$	2,123	$	2,421	$	229	$	465	$	7,175
Europe and other	349		164		306		427		157		1,403
Total revenue	$	2,286	$	2,287	$	2,727	$	656	$	622	$	8,578

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Net Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Summary of net earnings per share

Net earnings per share were computed as follows:

	Three months ended   September 30,				Nine months ended   September 30,
	2023		2022		2023		2022
	(in millions, except per share amounts)
Net earnings attributable to common stockholders	$	164	$	438	$	1,251	$	2,486
Basic earnings per common share:
Weighted-average common shares outstanding	192.4		200.2		194.4		205.6
Net earnings attributable to common stockholders	$	0.85	$	2.19	$	6.44	$	12.09
Diluted earnings per common share:
Weighted-average common shares outstanding	192.4		200.2		194.4		205.6
Dilutive common shares—stock-based awards	0.5		0.7		0.5		0.9
Diluted weighted-average common shares outstanding	192.9		200.9		194.9		206.5
Net earnings attributable to common stockholders	$	0.85	$	2.18	$	6.42	$	12.04

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Inventories (Tables)

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Schedule of inventories

Inventories consist of the following:

	September 30,  2023		December 31,  2022
	(in millions)
Finished goods	$	279	$	437
Raw materials, spare parts and supplies	39		37
Total inventories	$	318	$	474

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Property, Plant and Equipment-Net (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment, Net [Abstract]

Components of property, plant and equipment-net

Property, plant and equipment—net consists of the following:

	September 30,  2023		December 31,  2022
	(in millions)
Land	$	114	$	113
Machinery and equipment	12,716		12,633
Buildings and improvements	923		914
Construction in progress	339		203
Property, plant and equipment(1)	14,092		13,863
Less: Accumulated depreciation and amortization	7,936		7,426
Property, plant and equipment—net	$	6,156	$	6,437

_______________________________________________________________________________

(1)As of September 30, 2023 and December 31, 2022, we had property, plant and equipment that was accrued but unpaid of approximately $80 million and $53 million, respectively. As of September 30, 2022 and December 31, 2021, we had property, plant and equipment that was accrued but unpaid of approximately $60 million and $35 million, respectively.

Summary of plant turnaround activity

	Nine months ended   September 30,
	2023		2022
	(in millions)
Net capitalized turnaround costs as of January 1	$	312	$	355
Additions	121		84
Depreciation	(95)		(101)
Impairment related to U.K. operations	—		(21)
Effect of exchange rate changes and other	(4)		(7)
Net capitalized turnaround costs as of September 30	$	334	$	310

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

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

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

	September 30, 2023
	Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value
	(in millions)
Cash	$	193	$	—	$	—	$	193
Cash equivalents:
U.S. and Canadian government obligations	2,687		—		—		2,687
Other debt securities	374		—		—		374
Total cash and cash equivalents	$	3,254	$	—	$	—	$	3,254
Nonqualified employee benefit trusts	16		—		—		16

	December 31, 2022
	Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value
	(in millions)
Cash	$	153	$	—	$	—	$	153
Cash equivalents:
U.S. and Canadian government obligations	1,902		—		—		1,902
Other debt securities	268		—		—		268
Total cash and cash equivalents	$	2,323	$	—	$	—	$	2,323
Nonqualified employee benefit trusts	16		—		—		16

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

The following tables present assets and liabilities included in our consolidated balance sheets as of September 30, 2023 and December 31, 2022 that are recognized at fair value on a recurring basis, and indicate the fair value hierarchy utilized to determine such fair value:

	September 30, 2023
	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash equivalents	$	3,061	$	3,061	$	—	$	—
Nonqualified employee benefit trusts	16		16		—		—
Derivative assets	8		—		8		—
Derivative liabilities	(16)		—		(16)		—

	December 31, 2022
	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash equivalents	$	2,170	$	2,170	$	—	$	—
Nonqualified employee benefit trusts	16		16		—		—
Derivative assets	12		—		12		—
Derivative liabilities	(85)		—		(85)		—

Schedule of carrying amounts and estimated fair values of financial instruments

The carrying amount and estimated fair value of our financial instruments are as follows:

	September 30, 2023				December 31, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in millions)
Long-term debt	$	2,967	$	2,656	$	2,965	$	2,764

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Financing Agreements (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Components of long-term debt

Long-term debt presented on our consolidated balance sheets as of September 30, 2023 and December 31, 2022 consisted of the following debt securities issued by CF Industries:

	Effective Interest Rate	September 30, 2023				December 31, 2022
		Principal		Carrying Amount(1)		Principal		Carrying Amount(1)
		(in millions)
Public Senior Notes:
5.150% due March 2034	5.293%	750		741		750		741
4.950% due June 2043	5.040%	750		742		750		742
5.375% due March 2044	5.478%	750		741		750		740
Senior Secured Notes:
4.500% due December 2026(2)	4.783%	750		743		750		742
Total long-term debt		$	3,000	$	2,967	$	3,000	$	2,965

_______________________________________________________________________________

(1)Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was $7 million as of both September 30, 2023 and December 31, 2022, and total deferred debt issuance costs were $26 million and $28 million as of September 30, 2023 and December 31, 2022, respectively. 

(2)Effective August 23, 2021, these notes are no longer secured, in accordance with the terms of the applicable indenture.

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Interest Expense (Tables)

9 Months Ended

Sep. 30, 2023

Interest Expense [Abstract]

Schedule of interest expense

Details of interest expense are as follows:

	Three months ended   September 30,				Nine months ended   September 30,
	2023		2022		2023		2022
	(in millions)
Interest on borrowings(1)	$	38	$	38	$	112	$	118
Fees on financing agreements(1)	2		2		6		6
Interest on tax liabilities(2)	1		6		1		246
Interest capitalized	(2)		—		(4)		(1)
Total interest expense	$	39	$	46	$	115	$	369

_______________________________________________________________________________

(1)See Note 11—Financing Agreements for additional information.

(2)See Note 9—Income Taxes for additional information.

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Derivative Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments, Gain (Loss)

The effect of derivatives in our consolidated statements of operations is shown in the table below.

	Gain (loss) recognized in income
		Three months ended   September 30,				Nine months ended   September 30,
	Location	2023		2022		2023		2022
		(in millions)
Unrealized net (losses) gains on natural gas derivatives	Cost of sales	$	(7)	$	(11)	$	65	$	39
Realized net (losses) gains on natural gas derivatives	Cost of sales	(1)		12		(119)		20
Net derivative (losses) gains		$	(8)	$	1	$	(54)	$	59

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The fair values of derivatives on our consolidated balance sheets are shown below. As of September 30, 2023 and December 31, 2022, none of our derivative instruments were designated as hedging instruments. See Note 8—Fair Value Measurements for additional information on derivative fair values.

	Asset Derivatives					Liability Derivatives
	Balance Sheet Location	September 30,  2023		December 31, 2022		Balance Sheet Location	September 30,  2023		December 31, 2022
		(in millions)					(in millions)
Natural gas derivatives	Other current assets	$	8	$	12	Other current liabilities	$	(16)	$	(85)

Offsetting Liabilities

The following table presents amounts relevant to offsetting of our derivative assets and liabilities as of September 30, 2023 and December 31, 2022:

	Amounts presented in consolidated balance sheets(1)		Gross amounts not offset in consolidated balance sheets
			Financial instruments		Cash collateral received (pledged)		Net amount
	(in millions)
September 30, 2023
Total derivative assets	$	8	$	—	$	—	$	8
Total derivative liabilities	(16)		—		—		(16)
Net derivative liabilities	$	(8)	$	—	$	—	$	(8)
December 31, 2022
Total derivative assets	$	12	$	—	$	—	$	12
Total derivative liabilities	(85)		—		—		(85)
Net derivative liabilities	$	(73)	$	—	$	—	$	(73)

_______________________________________________________________________________

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

Offsetting Assets

The following table presents amounts relevant to offsetting of our derivative assets and liabilities as of September 30, 2023 and December 31, 2022:

	Amounts presented in consolidated balance sheets(1)		Gross amounts not offset in consolidated balance sheets
			Financial instruments		Cash collateral received (pledged)		Net amount
	(in millions)
September 30, 2023
Total derivative assets	$	8	$	—	$	—	$	8
Total derivative liabilities	(16)		—		—		(16)
Net derivative liabilities	$	(8)	$	—	$	—	$	(8)
December 31, 2022
Total derivative assets	$	12	$	—	$	—	$	12
Total derivative liabilities	(85)		—		—		(85)
Net derivative liabilities	$	(73)	$	—	$	—	$	(73)

_______________________________________________________________________________

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

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Noncontrolling Interest (Tables)

9 Months Ended

Sep. 30, 2023

Noncontrolling Interest [Abstract]

Noncontrolling Interest

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

	2023		2022
	(in millions)
Noncontrolling interest:
Balance as of January 1	$	2,802	$	2,830
Earnings attributable to noncontrolling interest	235		442
Declaration of distributions payable	(459)		(619)
Balance as of September 30	$	2,578	$	2,653
Distributions payable to noncontrolling interest:
Balance as of January 1	$	—	$	—
Declaration of distributions payable	459		619
Distributions to noncontrolling interest	(459)		(619)
Balance as of September 30	$	—	$	—

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Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Schedule of changes to AOCI

Changes to accumulated other comprehensive loss and the impact on other comprehensive income (loss) are as follows:

	Foreign Currency Translation Adjustment		Unrealized Gain on Derivatives		Defined Benefit Plans		Accumulated Other Comprehensive Income (Loss)
	(in millions)
Balance as of December 31, 2022	$	(179)	$	3	$	(54)	$	(230)
Gain arising during the period	—		—		5		5
Reclassification to earnings	—		—		(1)		(1)
Effect of exchange rate changes and deferred taxes	3		—		(2)		1
Balance as of September 30, 2023	$	(176)	$	3	$	(52)	$	(225)
Balance as of December 31, 2021	$	(141)	$	4	$	(120)	$	(257)
Gain arising during the period	—		—		3		3
Reclassification to earnings(1)	—		—		26		26
Effect of exchange rate changes and deferred taxes	(49)		—		7		(42)
Balance as of September 30, 2022	$	(190)	$	4	$	(84)	$	(270)

_______________________________________________________________________________

(1)Reclassifications out of accumulated other comprehensive loss to the consolidated statements of operations during the three and nine months ended September 30, 2022 include a non-cash pre-tax pension settlement loss of $24 million. See Note 10—Pension Retiree Annuity Purchase for additional information.

Class of Treasury Stock

The following table summarizes the share repurchases under the 2022 Share Repurchase Program and the 2021 Share Repurchase Program.

	2022 Share Repurchase Program			2021 Share Repurchase Program
	Shares	Amounts(1)		Shares	Amounts(1)
	(in millions)
Shares repurchased in 2022:
First quarter	—	$	—	1.3	$	100
Second quarter	—	—		5.3	490
Third quarter	—	—		6.1	532
Fourth quarter	—	—		2.2	223
Total shares repurchased in 2022	—	—		14.9	1,345
Shares repurchased as of December 31, 2022	—	$	—	14.9	$	1,345
Shares repurchased in 2023:
First quarter	—	$	—	1.1	$	75
Second quarter	0.8	50		1.2	80
Third quarter	1.9	150		—	—
Total shares repurchased in 2023	2.7	200		2.3	155
Shares repurchased as of September 30, 2023	2.7	$	200	17.2	$	1,500

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Segment Disclosures (Tables)

3 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

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

Segment data for sales, cost of sales and gross margin for the three and nine months ended September 30, 2023 and 2022 are presented in the table below.

	Ammonia		Granular Urea(1)		UAN(1)		AN(1)		Other(1)		Consolidated
	(in millions)
Three months ended September 30, 2023
Net sales	$	235	$	360	$	435	$	114	$	129	$	1,273
Cost of sales	214		226		302		79		75		896
Gross margin	$	21	$	134	$	133	$	35	$	54	377
Total other operating costs and expenses											97
Equity in losses of operating affiliate(2)											(36)
Operating earnings											$	244
Three months ended September 30, 2022
Net sales	$	531	$	689	$	736	$	180	$	185	$	2,321
Cost of sales	353		394		414		136		108		1,405
Gross margin	$	178	$	295	$	322	$	44	$	77	916
Total other operating costs and expenses(3)											186
Equity in earnings of operating affiliate											20
Operating earnings											$	750
Nine months ended September 30, 2023
Net sales	$	1,184	$	1,431	$	1,650	$	377	$	418	$	5,060
Cost of sales	797		775		937		264		243		3,016
Gross margin	$	387	$	656	$	713	$	113	$	175	2,044
Total other operating costs and expenses											228
Equity in losses of operating affiliate(2)											(12)
Operating earnings											$	1,804
Nine months ended September 30, 2022
Net sales	$	2,286	$	2,287	$	2,727	$	656	$	622	$	8,578
Cost of sales	1,075		1,024		1,102		458		314		3,973
Gross margin	$	1,211	$	1,263	$	1,625	$	198	$	308	4,605
Total other operating costs and expenses(3)											493
Equity in earnings of operating affiliate											74
Operating earnings											$	4,186

_______________________________________________________________________________

(1)The cost of the products that are upgraded into other products is transferred at cost into the upgraded product results.

(2)Equity in losses of operating affiliate for the three and nine months ended September 30, 2023 include an impairment of our equity method investment in PLNL of $43 million. See Note 7—Equity Method Investment for additional information.

(3)Total other operating costs and expenses for the three and nine months ended September 30, 2022 include $95 million and $257 million, respectively, of asset impairment and restructuring charges related to our U.K. operations. See Note 5—United Kingdom Operations Restructuring for additional information.

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Revenue Recognition - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Net sales	$ 1,273	$ 2,321	$ 5,060	$ 8,578
Customer advances	$ 282		$ 282		$ 229

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Revenue Recognition - Revenue by Product and by Geography (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Net sales	$ 1,273	$ 2,321	$ 5,060	$ 8,578
North America
Disaggregation of Revenue [Line Items]
Net sales	996	1,671	4,188	7,175
Europe and Other
Disaggregation of Revenue [Line Items]
Net sales	277	650	872	1,403
Ammonia
Disaggregation of Revenue [Line Items]
Net sales	235	531	1,184	2,286
Ammonia | North America
Disaggregation of Revenue [Line Items]
Net sales	165	367	955	1,937
Ammonia | Europe and Other
Disaggregation of Revenue [Line Items]
Net sales	70	164	229	349
Granular Urea
Disaggregation of Revenue [Line Items]
Net sales	360	689	1,431	2,287
Granular Urea | North America
Disaggregation of Revenue [Line Items]
Net sales	340	571	1,375	2,123
Granular Urea | Europe and Other
Disaggregation of Revenue [Line Items]
Net sales	20	118	56	164
UAN
Disaggregation of Revenue [Line Items]
Net sales	435	736	1,650	2,727
UAN | North America
Disaggregation of Revenue [Line Items]
Net sales	330	531	1,312	2,421
UAN | Europe and Other
Disaggregation of Revenue [Line Items]
Net sales	105	205	338	306
AN
Disaggregation of Revenue [Line Items]
Net sales	114	180	377	656
AN | North America
Disaggregation of Revenue [Line Items]
Net sales	50	70	189	229
AN | Europe and Other
Disaggregation of Revenue [Line Items]
Net sales	64	110	188	427
Other
Disaggregation of Revenue [Line Items]
Net sales	129	185	418	622
Other | North America
Disaggregation of Revenue [Line Items]
Net sales	111	132	357	465
Other | Europe and Other
Disaggregation of Revenue [Line Items]
Net sales	$ 18	$ 53	$ 61	$ 157

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Revenue Recognition - Performance Obligations (Details) $ in Millions	Sep. 30, 2023 USD ($)
Revenue from Contract with Customer [Abstract]
Amount of remaining performance obligation	$ 910
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Performance Obligation, description of returns and other similar obligations, unfulfilled minimum contractual right of payment	$ 280
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Percent	14.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Percent	52.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Percent	52.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Percent	52.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2027-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Percent	15.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2028-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Percent	15.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2029-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Percent	15.00%

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Net Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Earnings Per Share [Abstract]
Net earnings attributable to common stockholders	$ 164	$ 438	$ 1,251	$ 2,486
Basic earnings per common share:
Weighted-average common shares outstanding	192.4	200.2	194.4	205.6
Net earnings attributable to common stockholders (in dollars per share)	$ 0.85	$ 2.19	$ 6.44	$ 12.09
Diluted earnings per common share:
Weighted-average common shares outstanding	192.4	200.2	194.4	205.6
Dilutive common shares—stock options (in shares)	0.5	0.7	0.5	0.9
Diluted weighted-average common shares outstanding	192.9	200.9	194.9	206.5
Net earnings attributable to common stockholders diluted (in dollars per share)	$ 0.85	$ 2.18	$ 6.42	$ 12.04
Antidilutive securities excluded from computation of EPS (in shares)	0.0	0.0	0.0	0.0

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Inventories (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Finished goods	$ 279	$ 437
Raw materials, spare parts and supplies	39	37
Total inventories	$ 318	$ 474

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United Kingdom Operations Restructuring (Details) - USD ($) $ in Millions	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Restructuring Cost and Reserve [Line Items]
U.K. operations restructuring		$ 95	$ 162		$ 257
U.K. long-lived and intangible asset impairment	$ 0	87	152	$ 0	239
U.K. operations restructuring	$ 5	$ 8	10	$ 7	$ 18
Trade names
Restructuring Cost and Reserve [Line Items]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)			8
Ince Facility
Restructuring Cost and Reserve [Line Items]
Impairment of property plant and equipment			135
Asset Retirement Obligation, Period Increase (Decrease)			9
Ince Facility | Raw Material and Spare Parts
Restructuring Cost and Reserve [Line Items]
Asset impairment charges			$ 9

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Property, Plant and Equipment-Net (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment-Net
Gross property plant and equipment	$ 14,092		$ 14,092		$ 13,863
Less: Accumulated depreciation and amortization	7,936		7,936		7,426
Net property, plant and equipment	6,156		6,156		6,437
Construction in progress expenditures incurred but not yet paid			80	$ 60	53	$ 35
Depreciation and amortization	211	$ 219	633	643
Land
Property, Plant and Equipment-Net
Gross property plant and equipment	114		114		113
Machinery and equipment
Property, Plant and Equipment-Net
Gross property plant and equipment	12,716		12,716		12,633
Changes in plant turnaround activity
Balance at the beginning of the period			312	355	355
Additions			121	84
Depreciation			(95)	(101)
Capitalized Plant Turnaround, Impairment			0	(21)
Effect of exchange rate changes and other			(4)	(7)
Balance at the end of the period	334	$ 310	334	$ 310	312	$ 355
Buildings and improvements
Property, Plant and Equipment-Net
Gross property plant and equipment	923		923		914
Construction in progress
Property, Plant and Equipment-Net
Gross property plant and equipment	$ 339		$ 339		$ 203

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Equity Method Investment-Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Equity method investments
Obligation to purchase ammonia (as a percent)			50.00%
Equity Method Investment, Other than Temporary Impairment			$ 43	$ 0
Point Lisas Nitrogen Limited (PLNL) | Operating equity method investments
Equity method investments
Ownership interest (as a percent)	50.00%		50.00%
Equity Method Investment	$ 32		$ 32
Purchases of ammonia from PLNL	$ 20	$ 61	$ 115	$ 212

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Fair Value Measurements (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Schedule of Investments [Line Items]
Cash	$ 193	$ 153
Cash and Cash Equivalents
Cash equivalents:
Cost Basis	3,254	2,323
Unrealized Gains	0	0
Unrealized Losses	0	0
Fair Value	3,254	2,323
U.S. and Canadian government obligations | Cash and Cash Equivalents
Cash equivalents:
Cost Basis	2,687	1,902
Unrealized Gains	0	0
Unrealized Losses	0	0
Fair Value	2,687	1,902
Other debt securities | Cash and Cash Equivalents
Cash equivalents:
Cost Basis	374	268
Unrealized Gains	0	0
Unrealized Losses	0	0
Fair Value	374	268
Nonqualified employee benefit trusts
Cash equivalents:
Cost Basis	16	16
Unrealized Gains	0	0
Unrealized Losses	0	0
Fair Value	$ 16	$ 16

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Fair Value Measurements (Details 2) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Estimate of Fair Value Measurement
Assets and liabilities measured at fair value on a recurring basis
Fair value of long-term debt, including current portion	$ 2,656	$ 2,764
Reported Value Measurement
Assets and liabilities measured at fair value on a recurring basis
Fair value of long-term debt, including current portion	2,967	2,965
Recurring basis
Assets and liabilities measured at fair value on a recurring basis
Cash equivalents	3,061	2,170
Nonqualified employee benefit trusts	16	16
Derivative Liability	(16)	(85)
Derivative Asset	8	12
Recurring basis | Quoted Prices in Active Markets (Level 1)
Assets and liabilities measured at fair value on a recurring basis
Cash equivalents	3,061	2,170
Nonqualified employee benefit trusts	16	16
Derivative Liability	0	0
Derivative Asset	0	0
Recurring basis | Significant Other Observable Inputs (Level 2)
Assets and liabilities measured at fair value on a recurring basis
Cash equivalents	0	0
Nonqualified employee benefit trusts	0	0
Derivative Liability	(16)	(85)
Derivative Asset	8	12
Recurring basis | Fair Value, Inputs (Level 3)
Assets and liabilities measured at fair value on a recurring basis
Cash equivalents	0	0
Nonqualified employee benefit trusts	0	0
Derivative Liability	0	0
Derivative Asset	$ 0	$ 0

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Income Taxes Incomes Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Operating Loss Carryforwards [Line Items]
Income tax provision (benefit)	$ 23	$ 155	$ 326	$ 913
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	$ 253	$ 693	$ 1,812	$ 3,841
Effective Income Tax Rate Reconciliation, Percent	9.10%	22.30%	18.00%	23.80%
Effective Income Tax Rate Reconciliation, Tax Settlement, Domestic, Amount		$ 9
Less: Net earnings attributable to noncontrolling interest	$ 66	$ 100	$ 235	$ 442
Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-based Payment Arrangement, Amount				$ 22
Effective Income Tax Rate Reconciliation, period increase/(decrease) due to noncontrolling interest	3.20%	3.70%	2.70%	3.10%
Income Tax Examination, Interest Expense		$ 1
Income Taxes Paid				$ 224
Foreign Tax Authority | Canada Revenue Agency
Operating Loss Carryforwards [Line Items]
Effective Income Tax Rate Reconciliation, Tax Settlement, Foreign, Amount				78
Foreign Tax Authority | Canada Revenue Agency | Tax Years 2006-2011
Operating Loss Carryforwards [Line Items]
Income Tax Examination, Liability (Refund) Adjustment from Settlement with Taxing Authority		129		129
Unrecognized Tax Benefits, Interest on Income Taxes Accrued		103		103
Effective Income Tax Rate Reconciliation, Tax Contingency, Foreign, Amount				78
Foreign Tax Authority | Canada Revenue Agency | Tax Years 2012 and After
Operating Loss Carryforwards [Line Items]
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions				314
Income Taxes Receivable, Noncurrent		359		359
Unrecognized Tax Benefits, Income Tax Penalties Accrued		123		123
Accrued Income Taxes, Noncurrent		33		33
Foreign Tax Authority | Canada Revenue Agency | Tax Year 2012 and After
Operating Loss Carryforwards [Line Items]
Income Tax Examination, Interest Expense		4		90
Effective Income Tax Rate Reconciliation, Tax Contingency, Foreign, Amount		3		16
Income Tax Examination, Estimate of Possible Loss				29
Unrecognized Tax Benefits, Estimated Interest on Income Taxes Accrued, Net of Taxes		98		98
Income Tax Examination, Interest Expense, Net of Taxes		5
Foreign Tax Authority | Her Majesty's Revenue and Customs (HMRC)
Operating Loss Carryforwards [Line Items]
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount		18		18
Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
Income Taxes Receivable		$ 51		$ 51

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Pension Retiree Annuity Purchase (Details) retiree in Thousands, $ in Millions		3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 15, 2022 USD ($) retiree	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Retirement Benefits [Abstract]
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement, Period Increase (Decrease)		$ 3
Pension settlement loss		$ (4)	$ 24	$ 0	$ 24	$ 21
Defined Benefit Plan, number of employees affected | retiree	4
Defined Benefit Plan, Benefit Obligation, Divestiture	$ 375

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Financing Agreements (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Debt Instruments
Principal	$ 3,000.0	$ 3,000.0
Carrying amount	2,967.0	2,965.0
Long-term debt	2,967.0	2,965.0
CF Industries
Debt Instruments
Unamortized debt discount	7.0	7.0
Total deferred debt issuance costs	$ 26.0	$ 28.0
CF Industries | Senior Notes | Senior notes 5.150% due 2034
Financing agreements
Interest rate (as a percent)	5.15%	5.15%
Debt Instruments
Effective Interest Rate (percent)	5.293%	5.293%
Principal	$ 750.0	$ 750.0
Carrying amount	$ 741.0	$ 741.0
CF Industries | Senior Notes | Senior notes 4.950% due 2043
Financing agreements
Interest rate (as a percent)	4.95%	4.95%
Debt Instruments
Effective Interest Rate (percent)	5.04%	5.04%
Principal	$ 750.0	$ 750.0
Carrying amount	$ 742.0	$ 742.0
CF Industries | Senior Notes | Senior notes 5.375% due 2044
Financing agreements
Interest rate (as a percent)	5.375%	5.375%
Debt Instruments
Effective Interest Rate (percent)	5.478%	5.478%
Principal	$ 750.0	$ 750.0
Carrying amount	$ 741.0	$ 740.0
CF Industries | Senior Notes | Senior Notes 4.500% Due 2026
Financing agreements
Interest rate (as a percent)	4.50%	4.50%
Debt Instruments
Effective Interest Rate (percent)	4.783%	4.783%
Principal	$ 750.0	$ 750.0
Carrying amount	$ 743.0	$ 742.0

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Financing Agreements - Narrative (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Financing agreements
Principal	$ 3,000,000,000	$ 3,000,000,000
Letter of Credit | Letter of Credit
Financing agreements
Maximum borrowing capacity	350,000,000
Line of Credit Facility, Fair Value of Amount Outstanding	200,000,000
CF Industries | Credit Agreement
Financing agreements
Available credit	750,000,000
Outstanding letters of credit	0
Long-term Line of Credit	$ 0	$ 0

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Interest Expense (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Interest Expense [Abstract]
Interest on borrowings(1)	$ 38	$ 38	$ 112	$ 118
Fees on financing agreements(1)	2	2	6	6
Interest on tax liabilities(2)	1	6	1	246
Interest capitalized	(2)	0	(4)	(1)
Interest expense	$ 39	$ 46	$ 115	$ 369

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Derivative Financial Instruments (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, Gain (Loss) on Derivative, Net	$ (8)	$ 1	$ (54)	$ 59
Energy Related Derivative | Not Designated as Hedging Instrument | Cost of Sales
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized Gain (Loss) on Derivatives	(7)	(11)	65	39
Gain (Loss) on Sale of Derivatives	$ (1)	$ 12	$ (119)	$ 20

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Derivative Financial Instruments (Details 2) MMBTU in Millions	9 Months Ended
	Sep. 30, 2023 USD ($) MMBTU	Dec. 31, 2022 USD ($) MMBTU
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Notional Nonmonetary Amount of Price Risk Derivative Instruments Not Designated as Hedging Instruments | MMBTU	65.3	66.3
Percentage of Consumption Hedged by Derivatives	27.00%
Fair values of derivatives on consolidated balance sheets
Cash collateral on deposit with derivative counterparties	$ 0	$ 0
Aggregate fair value of the derivative instruments with credit risk related contingent features in a net liability position	8,000,000	73,000,000
Cash collateral on deposit with derivative counterparties	0	0
Not Designated as Hedging Instrument
Fair values of derivatives on consolidated balance sheets
Derivative Asset	8,000,000	12,000,000
Derivative Liability	16,000,000	85,000,000
Cash collateral on deposit with derivative counterparties	0	0
Cash collateral on deposit with derivative counterparties	0	0
Not Designated as Hedging Instrument | Energy Related Derivative
Fair values of derivatives on consolidated balance sheets
Derivative Asset	8,000,000	12,000,000
Derivative Liability	16,000,000	$ 85,000,000
Designated as Hedging Instrument
Fair values of derivatives on consolidated balance sheets
Derivative Asset	$ 0

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Derivative Financial Instruments (Details 3) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Derivative [Line Items]
Cash collateral on deposit with derivative counterparties	$ 0	$ 0
Not Designated as Hedging Instrument
Derivative [Line Items]
Derivative Asset	8,000,000	12,000,000
Derivative, Collateral, Obligation to Return Securities	0	0
Derivative, Collateral, Obligation to Return Cash	0	0
Derivative Asset, Fair Value, Offset Against Collateral, Net of Not Subject to Master Netting Arrangement, Policy Election	8,000,000	12,000,000
Derivative Liability	(16,000,000)	(85,000,000)
Derivative Liability, Not Subject to Master Netting Arrangement Deduction	0	0
Cash collateral on deposit with derivative counterparties	0	0
Derivative Liability, Fair Value, Offset Against Collateral, Net of Not Subject to Master Netting Arrangement, Policy Election	(16,000,000)	(85,000,000)
Derivative Assets (Liabilities), at Fair Value, Net	(8,000,000)	(73,000,000)
Net Derivative (Asset) Liability, Not Subject to Master Netting Arrangement Deduction	0	0
Derivative, Collateral, Obligation to Return Cash (Right to Reclaim Cash)	0	0
Net Derivative Asset (Liability), Fair Value, Offset Against Collateral, Net of Not Subject to Master Netting Arrangement, Policy Election	$ (8,000,000)	$ (73,000,000)

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Noncontrolling Interest (Details) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($) T	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) T	Sep. 30, 2022 USD ($)	Feb. 01, 2016
Noncontrolling interest
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | $	$ 204	$ 372	$ 459	$ 619
CF Industries Nitrogen, LLC
Noncontrolling interest
Maximum Annual Granular Urea Tons Eligible for Purchase | T	1,100,000		1,100,000
Maximum Annual UAN Tons Eligible for Purchase | T	580,000		580,000
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | $			$ 459	$ 619
CHS Inc. | CF Industries Nitrogen, LLC
Noncontrolling interest
Percentage of ownership interest held by outside investors					11.00%

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Noncontrolling Interest (Details 2) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Noncontrolling interest
Beginning balance			$ 2,802
Earnings attributable to noncontrolling interests	$ 66	$ 100	235	$ 442
Distributions declared to noncontrolling interest	(204)	(372)	(459)	(619)
Ending balance	2,578		2,578
CF Industries Nitrogen, LLC
Noncontrolling interest
Beginning balance			2,802	2,830
Earnings attributable to noncontrolling interests			235	442
Distributions declared to noncontrolling interest			(459)	(619)
Ending balance	2,578	2,653	2,578	2,653
Distributions payable to noncontrolling interests:
Beginning balance			0	0
Declaration of distributions payable			459	619
Distributions to noncontrolling interest			(459)	(619)
Ending balance	$ 0	$ 0	$ 0	$ 0

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Stockholders' Equity (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Changes to accumulated other comprehensive income (loss)
Balance at the beginning of the period	$ (230.0)
Balance at the end of the period	(225.0)
Foreign Currency Translation Adjustment
Changes to accumulated other comprehensive income (loss)
Balance at the beginning of the period	(179.0)	$ (141.0)
Gain arising during the period	0.0	0.0
Reclassification to earnings	0.0	0.0
Effect of exchange rate changes and deferred taxes	3.0	(49.0)
Balance at the end of the period	(176.0)	(190.0)
Unrealized Gain on Derivatives
Changes to accumulated other comprehensive income (loss)
Balance at the beginning of the period	3.0	4.0
Gain arising during the period	0.0	0.0
Reclassification to earnings	0.0	0.0
Effect of exchange rate changes and deferred taxes	0.0	0.0
Balance at the end of the period	3.0	4.0
Defined Benefit Plans
Changes to accumulated other comprehensive income (loss)
Balance at the beginning of the period	(54.0)	(120.0)
Gain arising during the period	5.0	3.0
Reclassification to earnings	(1.0)	26.0
Effect of exchange rate changes and deferred taxes	(2.0)	7.0
Balance at the end of the period	(52.0)	(84.0)
Accumulated Other Comprehensive Loss
Changes to accumulated other comprehensive income (loss)
Balance at the beginning of the period	(230.0)	(257.0)
Gain arising during the period	5.0	3.0
Reclassification to earnings	1.0	(26.0)
Effect of exchange rate changes and deferred taxes	1.0	(42.0)
Balance at the end of the period	$ (225.0)	$ (270.0)

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Stockholders' Equity (Details 2) - USD ($) shares in Thousands, $ in Millions	3 Months Ended							9 Months Ended		12 Months Ended	21 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Sep. 30, 2023
Equity, Class of Treasury Stock [Line Items]
Stock repurchased during period (in shares)								2,300	12,700
Amount of stock repurchased during period								$ 155	$ 1,120
stock repurchase accrued but unpaid									$ 27
Treasury Stock, Shares, Retired								3,300	3,200
2022 Share Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Stock repurchased during period (in shares)	1,900	800	0	0	0	0	0	2,700		0	2,700
Amount of stock repurchased during period	$ 150	$ 50	$ 0	$ 0	$ 0	$ 0	$ 0	$ 200		$ 0	$ 200
2021 Share Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Stock repurchased during period (in shares)	0	1,200	1,100	2,200	6,100	5,300	1,300	2,300		14,900	17,200
Amount of stock repurchased during period	$ 0	$ 80	$ 75	$ 223	$ 532	$ 490	$ 100	$ 155		$ 1,345	$ 1,500

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Stockholders' Equity (Details 3) - USD ($) shares in Thousands, $ in Millions	3 Months Ended							9 Months Ended		12 Months Ended	21 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Sep. 30, 2023	Nov. 02, 2022	Nov. 03, 2021
Equity, Class of Treasury Stock [Line Items]
Authorized amount of stock repurchase program												$ 3,000	$ 1,500
Stock repurchased during period (in shares)								2,300	12,700
Amount of stock repurchased during period								$ 155	$ 1,120
2022 Share Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Stock repurchased during period (in shares)	1,900	800	0	0	0	0	0	2,700		0	2,700
Amount of stock repurchased during period	$ 150	$ 50	$ 0	$ 0	$ 0	$ 0	$ 0	$ 200		$ 0	$ 200

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Segment Disclosures (Details) - USD ($) $ in Millions	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment data
Net sales	$ 1,273	$ 2,321		$ 5,060	$ 8,578
Cost of sales	896	1,405		3,016	3,973
Gross margin	377	916		2,044	4,605
Total other operating costs and expenses	97	186		228	493
Equity in (losses) earnings of operating affiliate	(36)	20		(12)	74
Operating earnings	244	750		1,804	4,186
U.K. operations restructuring		95	$ 162		257
Ammonia
Segment data
Net sales	235	531		1,184	2,286
Granular Urea
Segment data
Net sales	360	689		1,431	2,287
UAN
Segment data
Net sales	435	736		1,650	2,727
AN
Segment data
Net sales	114	180		377	656
Operating Segments | Ammonia
Segment data
Net sales	235	531		1,184	2,286
Cost of sales	214	353		797	1,075
Gross margin	21	178		387	1,211
Operating Segments | Granular Urea
Segment data
Net sales	360	689		1,431	2,287
Cost of sales	226	394		775	1,024
Gross margin	134	295		656	1,263
Operating Segments | UAN
Segment data
Net sales	435	736		1,650	2,727
Cost of sales	302	414		937	1,102
Gross margin	133	322		713	1,625
Operating Segments | AN
Segment data
Net sales	114	180		377	656
Cost of sales	79	136		264	458
Gross margin	35	44		113	198
Operating Segments | Other
Segment data
Net sales	129	185		418	622
Cost of sales	75	108		243	314
Gross margin	$ 54	$ 77		$ 175	$ 308

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Agreement to Purchase Ammonia Production Facility (Details) - Ammonia Production Facility T in Thousands, $ in Millions	Mar. 20, 2023 USD ($) T
Asset Acquisition [Line Items]
Asset Acquisition, Price of Acquisition, Expected	$ 1,675
Asset acquisition nameplate capacity | T	880
Asset acquisition supply commitment, obligation	$ 425
Asset acquisition supply commitment, minimum annual commitment | T	200
Asset acquisition, consideration transferred, termination fee	$ 75

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Subsequent Events (Details) - Letter of Credit - USD ($) $ in Millions	Oct. 26, 2023	Sep. 30, 2023
Letter of Credit
Subsequent Event [Line Items]
Maximum borrowing capacity		$ 350
CF Industries | Revolving Credit Facility | Subsequent Event
Subsequent Event [Line Items]
Maximum borrowing capacity	$ 750
CF Industries | Letter of Credit | Subsequent Event
Subsequent Event [Line Items]
Maximum borrowing capacity	$ 125