Group 1: Market Overview - The stock market is signaling a potential re-election for President Joe Biden, with the S&P 500 reaching new heights, indicating a favorable environment for stocks aligned with Democratic policies [1] - Investors are expected to benefit from sectors such as renewable energy, electric vehicles, healthcare, technology, and cannabis if Biden secures a second term [1] Group 2: CF Industries - The U.S. Department of Agriculture is investing $207 million into renewable energy and domestic fertilizer initiatives, which is expected to boost the economy and support farmers [2] - CF Industries, a leading nitrogen fertilizer company, is well-positioned to benefit from favorable energy prices and strong global fertilizer demand, generating $2.37 billion in free cash flow over the trailing 12 months [3] Group 3: Green Thumb Industries - The potential re-election of Biden is promising for cannabis stocks like Green Thumb Industries, which aligns with Biden's cannabis reform proposals [4] - In Q3, Green Thumb Industries reported a 9% revenue increase to $275 million, with a GAAP net income of $11 million and adjusted EBITDA of $83 million, representing 30% of its sales [5] - The stock has surged by 90% in the past six months, with analysts predicting a 16% upside from current levels [5] Group 4: Marvell Technology - Biden's initiatives to strengthen U.S. semiconductor capabilities favor Marvell Technology, positioning it well in the semiconductor market [6] - Marvell Technology reported $1.42 billion in sales during Q3, exceeding estimates by $20 million, showcasing its robust financial performance [7]

NORTHBROOK, Ill.--(BUSINESS WIRE)--CF Industries Holdings, Inc. (NYSE: CF) today announced that the Company plans to announce its quarterly financial results and hold conference calls to discuss the results on the following days in 2024: Fourth Quarter 2023 Quarterly Financial Results: after the market close on Wednesday, February 14, 2024 Conference Call: Thursday, February 15, 2024, at 10:00 am ET First Quarter 2024 Quarterly Financial Results: after the market close on Wednesday, May 1, 2024 ...

PART I. [Financial Information](index=3&type=section&id=PART%20I.%20Financial%20Information) This part presents the company's unaudited financial statements and management's discussion and analysis for the reporting period [ITEM 1. Financial Statements (unaudited)](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS.) This section presents the company's unaudited consolidated financial statements, including statements of operations, comprehensive income, balance sheets, equity, and cash flows, along with detailed notes explaining accounting policies, significant events, and financial performance for the periods ended September 30, 2023 [Consolidated Statements of Operations](index=3&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) This section details the company's revenues, expenses, and net earnings Consolidated Statements of Operations Summary | Metric (in millions, except per share amounts) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | Change (YoY) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (YoY) | | :--------------------------------------------- | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | Net sales | $1,273 | $2,321 | (45.1%) | $5,060 | $8,578 | (41.1%) | | Gross margin | $377 | $916 | (58.9%) | $2,044 | $4,605 | (55.6%) | | Operating earnings | $244 | $750 | (67.5%) | $1,804 | $4,186 | (56.9%) | | Net earnings attributable to common stockholders | $164 | $438 | (62.5%) | $1,251 | $2,486 | (49.7%) | | Diluted EPS | $0.85 | $2.18 | (61.0%) | $6.42 | $12.04 | (46.7%) | - **Net sales** decreased by **45.1%** for the three months and **41.1%** for the nine months ended September 30, 2023, compared to the prior year, primarily due to lower **average selling prices**[10](index=10&type=chunk) - **Net earnings attributable to common stockholders** decreased by **62.5%** to **$164 million** for the three months and **49.7%** to **$1,251 million** for the nine months ended September 30, 2023[10](index=10&type=chunk) [Consolidated Statements of Comprehensive Income](index=4&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20COMPREHENSIVE%20INCOME) This section presents the company's comprehensive income, including net earnings and other comprehensive income Consolidated Statements of Comprehensive Income Summary | Metric (in millions) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | Change (YoY) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (YoY) | | :------------------- | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | Net earnings | $230 | $538 | (57.2%) | $1,486 | $2,928 | (49.2%) | | Comprehensive income attributable to common stockholders | $138 | $453 | (69.5%) | $1,256 | $2,473 | (49.2%) | - **Comprehensive income attributable to common stockholders** decreased by **69.5%** to **$138 million** for the three months and **49.2%** to **$1,256 million** for the nine months ended September 30, 2023[12](index=12&type=chunk) [Consolidated Balance Sheets](index=5&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) This section provides a snapshot of the company's financial position, including assets, liabilities, and equity Consolidated Balance Sheet Summary | Metric (in millions) | Sep 30, 2023 | Dec 31, 2022 | Change | | :------------------- | :----------- | :----------- | :----- | | Total current assets | $4,190 | $3,673 | 14.1% | | Cash and cash equivalents | $3,254 | $2,323 | 40.1% | | Total assets | $13,543 | $13,313 | 1.7% | | Total current liabilities | $926 | $995 | (6.9%) | | Long-term debt | $2,967 | $2,965 | 0.1% | | Total equity | $8,301 | $7,853 | 5.7% | - **Cash and cash equivalents** increased by **40.1%** to **$3,254 million** as of September 30, 2023, compared to December 31, 2022[15](index=15&type=chunk) - **Total equity** increased by **5.7%** to **$8,301 million** as of September 30, 2023, from **$7,853 million** at December 31, 2022[15](index=15&type=chunk) [Consolidated Statements of Equity](index=6&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20EQUITY) This section outlines changes in the company's equity, including net earnings, treasury stock transactions, and dividends Consolidated Statements of Equity Summary | Metric (in millions) | Balance as of Dec 31, 2022 | Net Earnings (9M 2023) | Purchases of Treasury Stock (9M 2023) | Dividends (9M 2023) | Distributions to Noncontrolling Interest (9M 2023) | Balance as of Sep 30, 2023 | | :------------------- | :------------------------- | :--------------------- | :------------------------------------ | :------------------ | :------------------------------------------------- | :------------------------- | | Total Stockholders' Equity | $5,051 | $1,251 | $(357) | $(235) | N/A | $5,723 | | Noncontrolling Interest | $2,802 | $235 | N/A | N/A | $(459) | $2,578 | | Total Equity | $7,853 | $1,486 | $(357) | $(235) | $(459) | $8,301 | - **Total stockholders' equity** increased to **$5,723 million** as of September 30, 2023, from **$5,051 million** at December 31, 2022, driven by **net earnings** partially offset by treasury stock purchases and dividends[17](index=17&type=chunk)[19](index=19&type=chunk) - **Noncontrolling interest** decreased to **$2,578 million** as of September 30, 2023, from **$2,802 million** at December 31, 2022, primarily due to distributions declared[17](index=17&type=chunk)[19](index=19&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) This section presents the company's cash flows from operating, investing, and financing activities Consolidated Statements of Cash Flows Summary | Metric (in millions) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (YoY) | | :------------------- | :-------------------------- | :-------------------------- | :----------- | | Net cash provided by operating activities | $2,277 | $3,270 | (30.4%) | | Net cash used in investing activities | $(271) | $(308) | 12.0% | | Net cash used in financing activities | $(1,070) | $(2,370) | 54.8% | | Increase in cash and cash equivalents | $931 | $564 | 65.1% | | Cash and cash equivalents at end of period | $3,254 | $2,192 | 48.5% | - **Net cash provided by operating activities** decreased by **$993 million** (**30.4%**) to **$2,277 million** for the nine months ended September 30, 2023, primarily due to lower net earnings[24](index=24&type=chunk)[287](index=287&type=chunk) - **Net cash used in financing activities** decreased by **$1,300 million** (**54.8%**) to **$1,070 million**, mainly due to fewer share repurchases and no debt extinguishment payments in 2023[24](index=24&type=chunk)[289](index=289&type=chunk) [Notes to Unaudited Consolidated Financial Statements](index=9&type=section&id=NOTES%20TO%20UNAUDITED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section provides detailed explanations and disclosures supporting the unaudited consolidated financial statements [1. Background and Basis of Presentation](index=9&type=section&id=1.%20Background%20and%20Basis%20of%20Presentation) This section describes the company's mission and the basis for preparing interim financial statements - CF Industries Holdings, Inc. aims to provide clean energy to feed and fuel the world sustainably, focusing on decarbonizing its ammonia production network for green and blue hydrogen and nitrogen products[26](index=26&type=chunk) - The unaudited interim consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial reporting, reflecting management's estimates and assumptions[28](index=28&type=chunk)[29](index=29&type=chunk) [2. Revenue Recognition](index=10&type=section&id=2.%20Revenue%20Recognition) This section details the company's revenue recognition policies and segment-wise revenue performance Revenue by Geography | Revenue (in millions) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | Change (YoY) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (YoY) | | :-------------------- | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | North America | $996 | $1,671 | (40.4%) | $4,188 | $7,175 | (41.6%) | | Europe and other | $277 | $650 | (57.4%) | $872 | $1,403 | (37.8%) | | Total revenue | $1,273 | $2,321 | (45.1%) | $5,060 | $8,578 | (41.1%) | - **Total revenue** decreased significantly across all product segments and geographies for both the three and nine months ended September 30, 2023, compared to 2022[31](index=31&type=chunk) - As of September 30, 2023, remaining performance obligations under customer contracts were approximately **$910 million**, with **14%** expected to be recognized in the remainder of 2023[33](index=33&type=chunk) [3. Net Earnings Per Share](index=11&type=section&id=3.%20Net%20Earnings%20Per%20Share) This section presents the calculation of basic and diluted net earnings per common share Net Earnings Per Share Summary | Metric (in millions, except per share amounts) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | Change (YoY) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (YoY) | | :--------------------------------------------- | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | Net earnings attributable to common stockholders | $164 | $438 | (62.5%) | $1,251 | $2,486 | (49.7%) | | Basic EPS | $0.85 | $2.19 | (61.2%) | $6.44 | $12.09 | (46.7%) | | Diluted EPS | $0.85 | $2.18 | (61.0%) | $6.42 | $12.04 | (46.7%) | - **Diluted net earnings per common share** decreased by **61.0%** to **$0.85** for the three months and **46.7%** to **$6.42** for the nine months ended September 30, 2023, compared to the prior year[35](index=35&type=chunk) [4. Inventories](index=11&type=section&id=4.%20Inventories) This section provides a breakdown of the company's inventory components and their changes Inventory Breakdown | Inventory (in millions) | Sep 30, 2023 | Dec 31, 2022 | Change | | :-------------------- | :----------- | :----------- | :----- | | Finished goods | $279 | $437 | (36.1%)| | Raw materials, spare parts and supplies | $39 | $37 | 5.4% | | Total inventories | $318 | $474 | (32.9%)| - **Total inventories** decreased by **32.9%** to **$318 million** as of September 30, 2023, primarily due to a reduction in finished goods[36](index=36&type=chunk) [5. United Kingdom Operations Restructuring](index=11&type=section&id=5.%20United%20Kingdom%20Operations%20Restructuring) This section details the restructuring efforts and related charges for the company's U.K. operations - In Q2 2022, the company approved a plan to restructure U.K. operations, including the permanent closure of the Ince facility, resulting in **$162 million** in charges for asset impairment and post-employment benefits[37](index=37&type=chunk)[38](index=38&type=chunk)[39](index=39&type=chunk) - In Q3 2022, the company recognized **$87 million** in asset impairment charges for its continuing U.K. operations due to extremely high and volatile natural gas prices, leading to the idling of the Billingham ammonia complex[40](index=40&type=chunk) - In Q3 2023, the company approved the permanent closure of the Billingham ammonia plant, incurring **$5 million** in charges primarily for asset retirement obligations and post-employment benefits[41](index=41&type=chunk) [6. Property, Plant and Equipment—Net](index=12&type=section&id=6.%20Property,%20Plant%20and%20Equipment%E2%80%94Net) This section presents the net value of property, plant, and equipment, including depreciation and amortization Property, Plant and Equipment Net | Metric (in millions) | Sep 30, 2023 | Dec 31, 2022 | Change | | :------------------- | :----------- | :----------- | :----- | | Property, plant and equipment | $14,092 | $13,863 | 1.7% | | Less: Accumulated depreciation and amortization | $7,936 | $7,426 | 6.9% | | Property, plant and equipment—net | $6,156 | $6,437 | (4.3%) | - **Net property, plant, and equipment** decreased by **4.3%** to **$6,156 million** as of September 30, 2023, primarily due to accumulated depreciation and amortization[42](index=42&type=chunk) - **Net capitalized turnaround costs** increased to **$334 million** as of September 30, 2023, with **$121 million** in additions during the nine-month period[46](index=46&type=chunk) [7. Equity Method Investment](index=13&type=section&id=7.%20Equity%20Method%20Investment) This section describes the company's equity method investment and related transactions - The company recorded a **$43 million impairment of its 50% equity method investment** in Point Lisas Nitrogen Limited (PLNL) in Q3 2023 due to new gas sales contract terms, reducing the carrying value to **$32 million**[49](index=49&type=chunk) Ammonia Purchases from PLNL | Ammonia Purchases from PLNL (in millions) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | Change (YoY) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (YoY) | | :---------------------------------------- | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | Ammonia purchases | $20 | $61 | (67.2%) | $115 | $212 | (45.7%) | [8. Fair Value Measurements](index=14&type=section&id=8.%20Fair%20Value%20Measurements) This section outlines the fair value measurements of financial instruments, including cash equivalents and derivatives Fair Value of Financial Instruments | Metric (in millions) | Sep 30, 2023 | Dec 31, 2022 | Change | | :------------------- | :----------- | :----------- | :----- | | Total cash and cash equivalents | $3,254 | $2,323 | 40.1% | | Derivative assets | $8 | $12 | (33.3%)| | Derivative liabilities | $(16) | $(85) | (81.2%)| | Long-term debt (fair value) | $2,656 | $2,764 | (3.9%) | - **Cash equivalents**, primarily U.S. and Canadian government obligations, increased by **40.1%** to **$3,061 million** as of September 30, 2023[51](index=51&type=chunk)[52](index=52&type=chunk)[55](index=55&type=chunk) - **Derivative liabilities** significantly decreased by **81.2%** to **$16 million** as of September 30, 2023, from **$85 million** at December 31, 2022[52](index=52&type=chunk)[54](index=54&type=chunk) [9. Income Taxes](index=16&type=section&id=9.%20Income%20Taxes) This section details the company's income tax provision and effective tax rates Income Tax Provision and Effective Tax Rate | Metric (in millions, except rate) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | Change (YoY) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (YoY) | | :-------------------------------- | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | Income tax provision | $23 | $155 | (85.2%) | $326 | $913 | (64.3%) | | Effective tax rate | 9.1% | 22.3% | (13.2pp) | 18.0% | 23.8% | (5.8pp) | - The **effective tax rate** for the three months ended September 30, 2023, was **9.1%**, benefiting from a **$9 million** income tax benefit due to the finalization of tax return filing positions[63](index=63&type=chunk) - For the nine months ended September 30, 2022, the **income tax provision** included **$18 million** for a U.K. valuation allowance and **$78 million** related to the Canada Revenue Agency Competent Authority Matter[65](index=65&type=chunk)[71](index=71&type=chunk) [10. Pension Retiree Annuity Purchase](index=17&type=section&id=10.%20Pension%20Retiree%20Annuity%20Purchase) This section describes the pension retiree annuity purchase and its financial impact - In July 2022, the company purchased a non-participating group annuity contract, transferring approximately **$375 million** of its U.S. defined benefit pension plan's projected benefit obligation and recognizing a **$24 million** pre-tax **pension settlement loss**[76](index=76&type=chunk) [11. Financing Agreements](index=18&type=section&id=11.%20Financing%20Agreements) This section outlines the company's financing agreements, including revolving credit facilities and long-term debt - On October 26, 2023, the company entered into a new **$750 million** senior unsecured revolving credit agreement, maturing October 26, 2028, replacing the prior agreement[77](index=77&type=chunk)[110](index=110&type=chunk) - As of September 30, 2023, the company had **$750 million** in **unused borrowing capacity** under the prior revolving credit agreement and **$200 million** in outstanding letters of credit under a bilateral agreement[81](index=81&type=chunk)[82](index=82&type=chunk) Long-term Debt Summary | Long-term Debt (in millions) | Sep 30, 2023 | Dec 31, 2022 | Change | | :--------------------------- | :----------- | :----------- | :----- | | Total long-term debt | $2,967 | $2,965 | 0.1% | [12. Interest Expense](index=19&type=section&id=12.%20Interest%20Expense) This section details the company's interest expense and factors affecting its changes Total Interest Expense | Metric (in millions) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | Change (YoY) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (YoY) | | :------------------- | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | Total interest expense | $39 | $46 | (15.2%) | $115 | $369 | (68.8%) | - **Total interest expense** decreased by **$254 million** (**68.8%**) for the nine months ended September 30, 2023, primarily due to **$246 million** of tax-related interest expense in 2022 that did not recur[86](index=86&type=chunk)[199](index=199&type=chunk) [13. Derivative Financial Instruments](index=19&type=section&id=13.%20Derivative%20Financial%20Instruments) This section describes the company's use of derivative financial instruments for risk management - The company uses natural gas derivatives as an economic hedge to reduce exposure to price changes, with changes in fair value recognized in earnings without hedge accounting[87](index=87&type=chunk) - As of September 30, 2023, **open natural gas derivative contracts** covered **65.3 million MMBtus** through March 2024, representing approximately **27%** of natural gas consumption for the nine months ended September 30, 2023[88](index=88&type=chunk) Net Derivative Liabilities | Metric (in millions) | Sep 30, 2023 | Dec 31, 2022 | Change | | :------------------- | :----------- | :----------- | :----- | | Asset Derivatives | $8 | $12 | (33.3%)| | Liability Derivatives | $(16) | $(85) | (81.2%)| | Net derivative liabilities | $(8) | $(73) | (89.0%)| [14. Noncontrolling Interest](index=21&type=section&id=14.%20Noncontrolling%20Interest) This section details the noncontrolling interest in CF Industries Nitrogen, LLC and related distributions - CHS Inc. holds an approximately **11%** equity interest in CF Industries Nitrogen, LLC (CFN), which is recorded as **noncontrolling interest** in the consolidated financial statements[95](index=95&type=chunk) Noncontrolling Interest Earnings and Distributions | Metric (in millions) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (YoY) | | :------------------- | :-------------------------- | :-------------------------- | :----------- | | Earnings attributable to noncontrolling interest | $235 | $442 | (46.8%) | | Declaration of distributions payable | $(459) | $(619) | (25.8%) | - **Net earnings attributable to noncontrolling interest** decreased by **46.8%** to **$235 million** for the nine months ended September 30, 2023, due to lower CFN earnings[97](index=97&type=chunk)[204](index=204&type=chunk) [15. Stockholders' Equity](index=21&type=section&id=15.%20Stockholders%27%20Equity) This section outlines changes in stockholders' equity, including share repurchase programs - The company completed its **$1.5 billion 2021 Share Repurchase Program** in the first half of 2023 and is executing its **$3 billion 2022 Share Repurchase Program** through December 31, 2025[98](index=98&type=chunk)[102](index=102&type=chunk)[263](index=263&type=chunk)[265](index=265&type=chunk) Share Repurchases | Share Repurchases (in millions) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :------------------------------ | :-------------------------- | :-------------------------- | | 2022 Share Repurchase Program | $200 | $0 | | 2021 Share Repurchase Program | $155 | $1,120 | | Total shares repurchased (amounts) | $355 | $1,120 | - In the nine months ended September 30, 2023, the company repurchased **$200 million** under the **2022 program** and **$155 million** under the **2021 program**[102](index=102&type=chunk)[265](index=265&type=chunk) [16. Segment Disclosures](index=23&type=section&id=16.%20Segment%20Disclosures) This section provides financial performance details for the company's reportable business segments - The company's reportable segments are **Ammonia**, **Granular Urea**, **UAN**, **AN**, and **Other**, with **gross margin** used to evaluate segment performance and allocate resources[106](index=106&type=chunk) Segment Gross Margin Performance | Segment Gross Margin (in millions) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | Change (YoY) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (YoY) | | :--------------------------------- | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | Ammonia | $21 | $178 | (88.2%) | $387 | $1,211 | (68.0%) | | Granular Urea | $134 | $295 | (54.6%) | $656 | $1,263 | (48.1%) | | UAN | $133 | $322 | (58.7%) | $713 | $1,625 | (56.1%) | | AN | $35 | $44 | (20.5%) | $113 | $198 | (42.9%) | | Other | $54 | $77 | (29.9%) | $175 | $308 | (43.2%) | | Consolidated | $377 | $916 | (58.9%) | $2,044 | $4,605 | (55.6%) | [17. Agreement To Purchase Ammonia Production Facility](index=24&type=section&id=17.%20Agreement%20To%20Purchase%20Ammonia%20Production%20Facility) This section details the agreement to acquire an ammonia production facility and its expected impact - On March 20, 2023, the company agreed to acquire DNLA's ammonia production complex for **$1.675 billion**, with **$425 million** allocated to a long-term ammonia offtake agreement[108](index=108&type=chunk)[123](index=123&type=chunk) - The transaction is expected to close on December 1, 2023, subject to customary conditions, and will be funded with cash on hand[108](index=108&type=chunk)[124](index=124&type=chunk) [18. Subsequent Event](index=24&type=section&id=18.%20Subsequent%20Event) This section discloses significant events occurring after the reporting period - On October 26, 2023, the company entered into a new **$750 million** revolving credit agreement with a maturity of October 26, 2028, replacing the prior agreement[110](index=110&type=chunk) [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS.) This section provides management's perspective on the company's financial condition and results of operations, covering an overview of the business, strategic initiatives, market conditions, detailed financial performance, and liquidity and capital resources for the periods ended September 30, 2023 [Overview of CF Holdings](index=25&type=section&id=Overview%20of%20CF%20Holdings) This section provides an overview of CF Holdings' mission and strategic clean energy initiatives - CF Holdings' mission is to provide clean energy to feed and fuel the world sustainably, focusing on decarbonizing its ammonia production network for green and blue hydrogen and nitrogen products[113](index=113&type=chunk) - Key clean energy initiatives include a **20 MW** alkaline water electrolysis plant for green hydrogen at Donaldsonville, a proposed blue ammonia facility with Mitsui, and clean ammonia supply MOUs with JERA and LOTTE[117](index=117&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk)[120](index=120&type=chunk) - The company is constructing a CO2 dehydration and compression facility at Donaldsonville to enable blue ammonia production, with start-up planned for 2025, expected to qualify for Section 45Q tax credits[122](index=122&type=chunk)[123](index=123&type=chunk) [Agreement to Purchase Ammonia Production Facility](index=27&type=section&id=Agreement%20to%20Purchase%20Ammonia%20Production%20Facility) This section details the agreement to acquire an ammonia production facility and its expected impact - On March 20, 2023, CF Industries agreed to purchase DNLA's ammonia production complex for **$1.675 billion**, including a **$425 million** long-term ammonia offtake agreement[123](index=123&type=chunk) - The acquisition is expected to close on December 1, 2023, subject to customary conditions, and will be funded with cash on hand[124](index=124&type=chunk) [Market Conditions](index=27&type=section&id=Market%20Conditions) This section discusses global market conditions impacting the company's product prices and costs - Geopolitical events, particularly the Russia-Ukraine war, significantly disrupted global natural gas and nitrogen fertilizer markets in 2022, leading to high prices and supply volatility[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk) - In 2023, lower natural gas prices and increased global supply led to a **49%** decrease in **average selling prices** for the company's products in Q3 2023 (YoY) and a **42%** decrease for the nine months ended September 30, 2023 (YoY)[129](index=129&type=chunk)[131](index=131&type=chunk) Natural Gas Price Trends | Natural Gas Price (per MMBtu) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | Change (YoY) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (YoY) | | :---------------------------- | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | Henry Hub (Louisiana) | $2.58 | $7.96 | (67.6%) | $2.46 | $6.66 | (63.1%) | | Cost of natural gas used for production (in cost of sales) | $2.54 | $8.35 | (69.6%) | $3.90 | $7.28 | (46.4%) | [Financial Executive Summary](index=29&type=section&id=Financial%20Executive%20Summary) This section summarizes key financial performance metrics and their drivers for the reporting period Key Financial Metrics Summary | Metric (in millions, except per share) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | Change (YoY) | | :----------------------------------- | :-------------------------- | :-------------------------- | :----------- | | Net earnings attributable to common stockholders | $164 | $438 | (62.6%) | | Gross margin | $377 | $916 | (58.9%) | | Diluted net earnings per share | $0.85 | $2.18 | (61.0%) | - **Net earnings attributable to common stockholders** decreased by **$274 million** (**63%**) in Q3 2023 compared to Q3 2022, primarily due to a **$539 million** decrease in **gross margin**[137](index=137&type=chunk)[138](index=138&type=chunk) - The decrease in **gross margin** was driven by a **49%** decrease in **average selling prices**, which reduced **gross margin** by **$1.22 billion**, partially offset by lower natural gas costs, which increased **gross margin** by **$496 million**[138](index=138&type=chunk) [Items Affecting Comparability of Results](index=29&type=section&id=Items%20Affecting%20Comparability%20of%20Results) This section identifies specific items impacting the comparability of financial results between periods Non-Recurring Items Impacting Comparability | Item (Pre-Tax, in millions) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Unrealized net mark-to-market loss (gain) on natural gas derivatives | $7 | $11 | $(65) | $(39) | | Loss on foreign currency transactions | $5 | $27 | $5 | $38 | | U.K. long-lived and intangible asset impairment | $0 | $87 | $0 | $239 | | U.K. operations restructuring | $4 | $8 | $7 | $18 | | Transaction costs related to acquisition agreement | $9 | $0 | $27 | $0 | | Impairment of equity method investment in PLNL | $43 | $0 | $43 | $0 | | Pension settlement loss | $0 | $24 | $0 | $24 | | Canada Revenue Agency Competent Authority Matter and transfer pricing positions (Interest expense) | $0 | $6 | $0 | $234 | - The company incurred **$27 million** in **transaction costs related to the DNLA ammonia production complex acquisition** in the nine months ended September 30, 2023[148](index=148&type=chunk) - In the nine months ended September 30, 2022, the company recognized a **$78 million** income tax provision and **$103 million** in net interest expense related to the Canada Revenue Agency Competent Authority Matter[155](index=155&type=chunk) [Consolidated Results of Operations](index=33&type=section&id=Consolidated%20Results%20of%20Operations) This section presents a detailed analysis of the company's consolidated operating performance Consolidated Financial Performance | Metric (in millions, except per share and per MMBtu amounts) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | Change (YoY) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (YoY) | | :----------------------------------------------------------- | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | Net sales | $1,273 | $2,321 | (45.1%) | $5,060 | $8,578 | (41.1%) | | Gross margin | $377 | $916 | (58.9%) | $2,044 | $4,605 | (55.6%) | | Operating earnings | $244 | $750 | (67.5%) | $1,804 | $4,186 | (56.9%) | | Net earnings attributable to common stockholders | $164 | $438 | (62.5%) | $1,251 | $2,486 | (49.7%) | | Diluted net earnings per share | $0.85 | $2.18 | (61.0%) | $6.42 | $12.04 | (46.7%) | Supplemental Operating Data | Supplemental Data | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | Change (YoY) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (YoY) | | :----------------------------------------------------------- | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | Average selling price per ton | $268 | $527 | (49.1%) | $356 | $619 | (42.5%) | | Cost of natural gas used for production (per MMBtu) | $2.54 | $8.35 | (69.6%) | $3.90 | $7.28 | (46.4%) | | Sales volume by product tons (000s) | 4,745 | 4,408 | 7.6% | 14,218 | 13,867 | 2.5% | | Gross ammonia production volume by product tons (000s) | 2,238 | 2,283 | (2.0%) | 6,971 | 7,366 | (5.4%) | - The decrease in **net sales** was primarily due to a **49%** decrease in **average selling prices** in Q3 2023 (YoY) and a **42%** decrease for the nine months ended September 30, 2023 (YoY)[165](index=165&type=chunk)[187](index=187&type=chunk) - **Cost of natural gas used for production** decreased by **70%** to **$2.54 per MMBtu** in Q3 2023 (YoY) and **46%** to **$3.90 per MMBtu** for the nine months ended September 30, 2023 (YoY), significantly offsetting the impact of lower selling prices on **gross margin**[170](index=170&type=chunk)[189](index=189&type=chunk) [Operating Results by Business Segment](index=37&type=section&id=Operating%20Results%20by%20Business%20Segment) This section provides a detailed breakdown of operating results for each business segment [Ammonia Segment](index=41&type=section&id=Ammonia%20Segment) This section details the financial performance of the Ammonia business segment Ammonia Segment Performance | Ammonia Segment (in millions, except per ton) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | Change (YoY) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (YoY) | | :------------------------------------------ | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | Net sales | $235 | $531 | (55.8%) | $1,184 | $2,286 | (48.2%) | | Gross margin | $21 | $178 | (88.2%) | $387 | $1,211 | (68.0%) | | Average selling price per product ton | $308 | $826 | (62.7%) | $480 | $951 | (49.5%) | | Sales volume by product tons (000s) | 764 | 643 | 18.8% | 2,469 | 2,405 | 2.7% | - **Ammonia segment net sales** decreased by **55.8%** in Q3 2023 (YoY) due to a **62.7%** decrease in **average selling prices**, partially offset by an **18.8%** increase in **sales volume**[212](index=212&type=chunk) - **Gross margin** in the **Ammonia segment** decreased by **$157 million** (**88.2%**) in Q3 2023, primarily due to the drop in **average selling prices**, partially offset by lower realized natural gas costs[214](index=214&type=chunk) [Granular Urea Segment](index=43&type=section&id=Granular%20Urea%20Segment) This section details the financial performance of the Granular Urea business segment Granular Urea Segment Performance | Granular Urea Segment (in millions, except per ton) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | Change (YoY) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (YoY) | | :------------------------------------------------ | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | Net sales | $360 | $689 | (47.8%) | $1,431 | $2,287 | (37.4%) | | Gross margin | $134 | $295 | (54.6%) | $656 | $1,263 | (48.1%) | | Average selling price per product ton | $339 | $546 | (37.9%) | $405 | $646 | (37.3%) | | Sales volume by product tons (000s) | 1,062 | 1,262 | (15.9%) | 3,532 | 3,539 | (0.2%) | - **Granular Urea segment net sales** decreased by **47.8%** in Q3 2023 (YoY) due to a **37.9%** decrease in **average selling prices** and a **15.9%** decrease in **sales volume**[221](index=221&type=chunk) - **Gross margin** in the **Granular Urea segment** decreased by **$161 million** (**54.6%**) in Q3 2023, primarily due to lower selling prices and **sales volume**, partially offset by lower realized natural gas costs[224](index=224&type=chunk) [UAN Segment](index=45&type=section&id=UAN%20Segment) This section details the financial performance of the UAN business segment UAN Segment Performance | UAN Segment (in millions, except per ton) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | Change (YoY) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (YoY) | | :-------------------------------------- | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | Net sales | $435 | $736 | (40.9%) | $1,650 | $2,727 | (39.5%) | | Gross margin | $133 | $322 | (58.7%) | $713 | $1,625 | (56.1%) | | Average selling price per product ton | $223 | $448 | (50.2%) | $304 | $535 | (43.1%) | | Sales volume by product tons (000s) | 1,954 | 1,644 | 18.9% | 5,425 | 5,098 | 6.4% | - **UAN segment net sales** decreased by **40.9%** in Q3 2023 (YoY) due to a **50.2%** decrease in **average selling prices**, partially offset by an **18.9%** increase in **sales volume**[230](index=230&type=chunk) - **Gross margin** in the **UAN segment** decreased by **$189 million** (**58.7%**) in Q3 2023, primarily due to lower selling prices, partially offset by lower natural gas costs and higher **sales volume**[232](index=232&type=chunk) [AN Segment](index=46&type=section&id=AN%20Segment) This section details the financial performance of the AN business segment AN Segment Performance | AN Segment (in millions, except per ton) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | Change (YoY) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (YoY) | | :------------------------------------- | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | Net sales | $114 | $180 | (36.7%) | $377 | $656 | (42.5%) | | Gross margin | $35 | $44 | (20.5%) | $113 | $198 | (42.9%) | | Average selling price per product ton | $275 | $496 | (44.6%) | $326 | $535 | (39.0%) | | Sales volume by product tons (000s) | 414 | 363 | 14.1% | 1,157 | 1,227 | (5.7%) | - **AN segment net sales** decreased by **36.7%** in Q3 2023 (YoY) due to a **44.6%** decrease in **average selling prices**, partially offset by a **14.1%** increase in **sales volume**[239](index=239&type=chunk) - **Gross margin percentage** for **AN** increased to **30.7%** in Q3 2023 from **24.4%** in Q3 2022, primarily due to lower production costs at Billingham from using imported ammonia[242](index=242&type=chunk)[243](index=243&type=chunk) [Other Segment](index=49&type=section&id=Other%20Segment) This section details the financial performance of the Other business segment Other Segment Performance | Other Segment (in millions, except per ton) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | Change (YoY) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (YoY) | | :---------------------------------------- | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | Net sales | $129 | $185 | (30.2%) | $418 | $622 | (32.8%) | | Gross margin | $54 | $77 | (29.9%) | $175 | $308 | (43.2%) | | Average selling price per product ton | $234 | $373 | (37.3%) | $256 | $389 | (34.2%) | | Sales volume by product tons (000s) | 551 | 496 | 11.1% | 1,635 | 1,598 | 2.3% | - **Other segment net sales** decreased by **30.2%** in Q3 2023 (YoY) due to a **37.3%** decrease in **average selling prices**, partially offset by an **11.1%** increase in **sales volume**[251](index=251&type=chunk) - **Gross margin** in the **Other segment** decreased by **$23 million** (**29.9%**) in Q3 2023, primarily due to lower **average selling prices**, partially offset by lower realized natural gas costs from the Billingham ammonia plant closure[257](index=257&type=chunk) Segment Gross Margin Performance | Segment Gross Margin (in millions) | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | Change (YoY) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (YoY) | | :--------------------------------- | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | Ammonia | $21 | $178 | (88.2%) | $387 | $1,211 | (68.0%) | | Granular Urea | $134 | $295 | (54.6%) | $656 | $1,263 | (48.1%) | | UAN | $133 | $322 | (58.7%) | $713 | $1,625 | (56.1%) | | AN | $35 | $44 | (20.5%) | $113 | $198 | (42.9%) | | Other | $54 | $77 | (29.9%) | $175 | $308 | (43.2%) | | Consolidated | $377 | $916 | (58.9%) | $2,044 | $4,605 | (55.6%) | - All segments experienced significant declines in **gross margin** for both the three and nine months ended September 30, 2023, primarily due to lower **average selling prices**[207](index=207&type=chunk) [Liquidity and Capital Resources](index=52&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's liquidity position, cash flows, and capital management strategies - **Cash and cash equivalents** increased by **$931 million** to **$3.25 billion** as of September 30, 2023, from **$2.32 billion** at December 31, 2022[261](index=261&type=chunk) - **Net cash provided by operating activities** decreased by **$993 million** to **$2.28 billion** for the nine months ended September 30, 2023, primarily due to lower net earnings[287](index=287&type=chunk) - **Net cash used in financing activities** decreased by **$1.3 billion** to **$1.07 billion** for the nine months ended September 30, 2023, mainly due to reduced share repurchases and no debt extinguishment payments[289](index=289&type=chunk) [Cash Equivalents](index=52&type=section&id=Cash%20Equivalents) This section describes the composition and changes in the company's cash equivalents - **Cash equivalents** consist primarily of highly liquid investments in U.S. and Canadian government obligations and money market mutual funds, with original maturities of three months or less[262](index=262&type=chunk) [Share Repurchase Programs](index=52&type=section&id=Share%20Repurchase%20Programs) This section details the company's share repurchase activities and authorized programs - The **$1.5 billion 2021 Share Repurchase Program** was completed in the first half of 2023, and the **$3 billion 2022 Share Repurchase Program** is active through December 31, 2025[263](index=263&type=chunk)[265](index=265&type=chunk) Share Repurchases | Share Repurchases (in millions) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :------------------------------ | :-------------------------- | :-------------------------- | | 2022 Share Repurchase Program | $200 | $0 | | 2021 Share Repurchase Program | $155 | $1,120 | | Total shares repurchased (amounts) | $355 | $1,120 | [Capital Spending](index=53&type=section&id=Capital%20Spending) This section outlines the company's capital expenditures and future investment plans Capital Expenditures | Capital Expenditures (in millions) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (YoY) | | :--------------------------------- | :-------------------------- | :-------------------------- | :----------- | | Capital expenditures | $311 | $319 | (2.5%) | - **Capital expenditures** for the full year 2023 are projected to be in the range of **$450 to $500 million**, including investments in green and blue ammonia projects[267](index=267&type=chunk) [Agreement to Purchase Ammonia Production Facility](index=53&type=section&id=Agreement%20to%20Purchase%20Ammonia%20Production%20Facility) This section details the agreement to acquire an ammonia production facility and its expected impact - The agreement to purchase DNLA's ammonia production complex for **$1.675 billion** is expected to close on December 1, 2023, and will be funded with cash on hand[268](index=268&type=chunk)[269](index=269&type=chunk) [United Kingdom Operations](index=53&type=section&id=United%20Kingdom%20Operations) This section provides an update on the company's U.K. operations, including restructuring and production status - The decommissioning of the Ince facility was completed by June 30, 2023, and the permanent closure of the Billingham ammonia plant was approved in Q3 2023 due to high natural gas prices[271](index=271&type=chunk)[272](index=272&type=chunk) - Production at Billingham continues using imported ammonia for upgrade into AN and other nitrogen products, with uncertainty regarding future costs and selling prices[272](index=272&type=chunk) [Debt](index=54&type=section&id=Debt) This section details the company's debt structure and financing agreements - A new **$750 million** revolving credit agreement was entered into on October 26, 2023, with a maturity of October 26, 2028, replacing the prior agreement[273](index=273&type=chunk)[274](index=274&type=chunk) Long-term Debt Summary | Long-term Debt (in millions) | Sep 30, 2023 | Dec 31, 2022 | Change | | :--------------------------- | :----------- | :----------- | :----- | | Total long-term debt | $2,967 | $2,965 | 0.1% | - As of September 30, 2023, there were no outstanding borrowings under the prior revolving credit agreement[276](index=276&type=chunk) [Forward Sales and Customer Advances](index=55&type=section&id=Forward%20Sales%20and%20Customer%20Advances) This section discusses the company's forward sales and customer advances as sources of liquidity Customer Advances | Customer Advances (in millions) | Sep 30, 2023 | Dec 31, 2022 | Change | | :------------------------------ | :----------- | :----------- | :----- | | Customer advances | $282 | $229 | 23.1% | - **Customer advances**, a significant source of liquidity, were **$282 million** as of September 30, 2023, an increase of **23.1%** from December 31, 2022[281](index=281&type=chunk) - The level of forward sales and **customer advances** is affected by market conditions and seasonality; declining prices could reduce advances and increase accounts receivable[282](index=282&type=chunk) [Derivative Financial Instruments](index=55&type=section&id=Derivative%20Financial%20Instruments) This section describes the company's use of derivative financial instruments for risk management - The company uses natural gas derivatives to reduce exposure to future **natural gas price** changes, with **65.3 million MMBtus** covered by open contracts as of September 30, 2023, through March 2024[284](index=284&type=chunk) - Volatility in reported quarterly earnings can result from unrealized mark-to-market adjustments in the value of derivatives[284](index=284&type=chunk) [Defined Benefit Pension Plans](index=55&type=section&id=Defined%20Benefit%20Pension%20Plans) This section outlines the company's contributions and obligations related to its defined benefit pension plans - The company contributed **$38 million** to its pension plans in the first nine months of 2023, with total contributions expected to be approximately **$44 million** for the full year[285](index=285&type=chunk) - An additional **£30 million** (approximately **$36 million**) is expected to be contributed to U.K. plans in the two-year period from 2024 to 2025[285](index=285&type=chunk) [Distribution to Noncontrolling Interest in CFN](index=55&type=section&id=Distribution%20to%20Noncontrolling%20Interest%20in%20CFN) This section details distributions made to the noncontrolling interest in CFN - CFN distributed **$255 million** to CHS Inc. for the period ended December 31, 2022, and **$204 million** for the period ended June 30, 2023[286](index=286&type=chunk) - The estimated partnership distribution earned by CHS for the third quarter of 2023 is approximately **$66 million**[286](index=286&type=chunk) [Cash Flows](index=56&type=section&id=Cash%20Flows) This section provides a summary of the company's cash flow activities Cash Flow Summary | Cash Flow (in millions) | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | Change (YoY) | | :---------------------- | :-------------------------- | :-------------------------- | :----------- | | Net cash provided by operating activities | $2,277 | $3,270 | (30.4%) | | Net cash used in investing activities | $(271) | $(308) | 12.0% | | Net cash used in financing activities | $(1,070) | $(2,370) | 54.8% | - **Net cash provided by operating activities** decreased by **$993 million** (**30.4%**) to **$2.28 billion** for the nine months ended September 30, 2023, primarily due to lower net earnings[287](index=287&type=chunk) - **Net cash used in financing activities** decreased by **$1.3 billion** (**54.8%**) due to a decrease in share repurchases and the absence of debt extinguishment payments in 2023[289](index=289&type=chunk) [Critical Accounting Estimates](index=56&type=section&id=Critical%20Accounting%20Estimates) This section discusses the company's critical accounting estimates and any material changes - There were no material changes to the company's **critical accounting estimates** during the first nine months of 2023[290](index=290&type=chunk) [Forward-Looking Statements](index=56&type=section&id=Forward-Looking%20Statements) This section provides cautionary statements regarding forward-looking information and associated risks - The report contains **forward-looking statements** subject to various risks and uncertainties, including global supply and demand, **natural gas price** volatility, geopolitical events, and the development of green and blue ammonia markets[291](index=291&type=chunk)[292](index=292&type=chunk)[294](index=294&type=chunk) - The company cautions against undue reliance on **forward-looking statements** and does not undertake to publicly release revisions to these statements[291](index=291&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures About Market Risk](index=58&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK.) This section outlines the company's exposure to market risks, including commodity prices (primarily natural gas), interest rates, and foreign currency exchange rates, and describes the strategies used to manage these risks - The company is exposed to **market risks** from changes in commodity prices (natural gas), interest rates, and foreign currency exchange rates[295](index=295&type=chunk) - A **$1.00 per MMBtu** change in **natural gas price** would change the cost to produce a ton of ammonia by approximately **$32**, granular urea by **$22**, UAN by **$14**, and AN by **$15**[296](index=296&type=chunk) - As of September 30, 2023, a **$1.00 per MMBtu** increase in the forward curve prices of natural gas would result in a favorable change of approximately **$62 million** in the **fair value of derivative positions**[298](index=298&type=chunk) [ITEM 4. Controls and Procedures](index=59&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES.) The company's management, including the principal executive and financial officers, concluded that disclosure controls and procedures were effective as of September 30, 2023, and reported no material changes to internal control over financial reporting during the quarter - The company's **disclosure controls and procedures** were evaluated and concluded to be effective as of September 30, 2023[304](index=304&type=chunk) - There were no material changes in the company's **internal control over financial reporting** during the quarter ended September 30, 2023[305](index=305&type=chunk) PART II. [Other Information](index=59&type=section&id=PART%20II.%20Other%20Information) This part includes disclosures on equity security sales, other information, and exhibits filed with the report [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=59&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS.) This section details the company's share repurchase activities for the quarter ended September 30, 2023, primarily under the 2022 Share Repurchase Program Share Repurchase Activity | Period | Total number of shares purchased | Average price paid per share | Total number of shares (or units) purchased as part of publicly announced plans or programs | Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (in thousands) | | :--------------------------- | :------------------------------- | :--------------------------- | :---------------------------------------------------------------------------------------- | :-------------------------------------------------------------------------------------------------------------------------------------- | | July 1, 2023 - July 31, 2023 | 1,409 | $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 | $77.07 | — | $2,800,052 | | Total | 1,911,732 | $78.52 | 1,910,238 | | - The company repurchased **1,911,732 shares** of common stock during the quarter ended September 30, 2023, at an **average price of $78.52 per share**[308](index=308&type=chunk) - Approximately **$2.8 billion** remains authorized for repurchase under the **2022 Share Repurchase Program** as of September 30, 2023[308](index=308&type=chunk) [ITEM 5. Other Information](index=59&type=section&id=ITEM%205.%20OTHER%20INFORMATION.) This section confirms that no Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by any director or officer during the third quarter of 2023 - No **Rule 10b5-1 or non-Rule 10b5-1 trading arrangements** were adopted or terminated by any director or officer during the quarter ended September 30, 2023[309](index=309&type=chunk) [ITEM 6. Exhibits](index=59&type=section&id=ITEM%206.%20EXHIBITS.) This section lists all exhibits filed with the Quarterly Report on Form 10-Q, including the new Revolving Credit Agreement, various certifications, and Inline XBRL financial information - **Exhibits filed** include the Revolving Credit Agreement (Exhibit 10.1), certifications (Exhibits 31.1, 31.2, 32.1, 32.2), and Inline XBRL financial information (Exhibits 101, 104)[312](index=312&type=chunk) [SIGNATURES](index=61&type=section&id=SIGNATURES) This section contains the official signatures of the company's principal executive and financial officers, certifying the report - The report was signed by W. Anthony Will, President and Chief Executive Officer, and Christopher D. Bohn, Executive Vice President and Chief Financial Officer, on November 2, 2023[315](index=315&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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) (State or other jurisdiction of incorporation or or ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 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) (State or other jurisd ...

Table of Contents 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ...

[PART I](index=4&type=section&id=PART%20I) [Item 1. Business](index=4&type=section&id=Item%201.%20Business) CF Industries Holdings, Inc. is a global leader in nitrogen products, committed to providing clean energy to feed and fuel the world - The company's mission is to provide clean energy to feed and fuel the world sustainably, with a strategic path to decarbonize its world-leading ammonia production network for green and blue hydrogen and nitrogen products[5](index=5&type=chunk) - The company's principal assets include nine nitrogen manufacturing facilities across the U.S., Canada, and the U.K., an extensive North American distribution system, and a 50% interest in an ammonia production joint venture in Trinidad and Tobago[6](index=6&type=chunk) - A strategic venture with CHS Inc. involves CHS holding an approximately **11% equity interest** in CFN, a subsidiary of CF Holdings, and a supply agreement for granular urea and UAN[7](index=7&type=chunk) Sales Volume and Net Sales (2019-2021) | Year | Sales Volume (million tons) | Net Sales (billion USD) | | :--- | :--- | :--- | | 2021 | 18.5 | $6.54 | | 2020 | 20.3 | $4.12 | | 2019 | 19.5 | $4.59 | [Our Commitment to a Clean Energy Economy](index=5&type=section&id=Our%20Commitment%20to%20a%20Clean%20Energy%20Economy) The company actively pursues a clean energy strategy by developing green and blue ammonia production projects - Announced an initial green ammonia project at the Donaldsonville complex, contracting with thyssenkrupp for a 20 MW alkaline water electrolysis plant to produce approximately **20,000 tons of green ammonia per year**, with construction expected to finish in 2023 at an estimated cost of **$100 million**[10](index=10&type=chunk) - The Board authorized projects to produce up to **1.25 million tons of blue ammonia annually** starting in 2024, involving CO2 dehydration and compression units at Donaldsonville (**$200 million cost**) and Yazoo City (**$85 million cost**) for carbon sequestration[11](index=11&type=chunk) - Signed a memorandum of understanding with Mitsui & Co., Inc. to jointly explore the development of blue ammonia projects in the United States, covering supply chain, CO2 transport, and marketing opportunities[11](index=11&type=chunk) [Our Products and Production](index=7&type=section&id=Our%20Products%20and%20Production) The company's product portfolio includes Ammonia, Granular Urea, and UAN, with varying sales and production volumes Net Sales by Product (in millions USD) | Product | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Ammonia | $1,787 | $1,020 | $1,113 | | Granular urea | $1,880 | $1,248 | $1,342 | | UAN | $1,788 | $1,063 | $1,270 | | AN | $510 | $455 | $506 | | Other | $573 | $338 | $359 | | **Total** | **$6,538** | **$4,124** | **$4,590** | Production Volume (in thousands of tons) | Product | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Ammonia (Gross) | 9,349 | 10,353 | 10,246 | | Granular urea | 4,123 | 5,001 | 4,941 | | UAN (32%) | 6,763 | 6,677 | 6,768 | | AN | 1,646 | 2,115 | 2,128 | [Raw Materials, Distribution, and Competition](index=9&type=section&id=Raw%20Materials%2C%20Distribution%2C%20and%20Competition) Natural gas is a key raw material, supported by an extensive distribution network in a competitive market - Natural gas is the principal raw material and primary fuel source, accounting for approximately **40% of total production costs in 2021**, with about **335 million MMBtus** consumed during the year[35](index=35&type=chunk)[36](index=36&type=chunk) - The company operates an extensive distribution network using a leased railcar fleet of approximately **5,000 cars**, a fleet of **ten tow boats and twenty-eight river barges**, and access to the **2,000-mile Nustar ammonia pipeline**[39](index=39&type=chunk)[40](index=40&type=chunk) - CHS was the largest customer in 2021, accounting for approximately **14% of consolidated net sales**, facing primary North American competitors like Nutrien Ltd. and Koch Fertilizer LLC, and foreign producers[41](index=41&type=chunk) [Environmental, Health and Safety](index=11&type=section&id=Environmental%2C%20Health%20and%20Safety) The company adheres to extensive EHS regulations, with significant capital expenditures and evolving GHG compliance - Environmental, health and safety capital expenditures totaled approximately **$31 million in 2021**, with an estimated **$63 million projected for 2022**[47](index=47&type=chunk) - The company is subject to greenhouse gas (GHG) regulations in the UK (UK ETS), Canada (federal OBPS and provincial programs), and the U.S. (EPA reporting rules), with regulations becoming more stringent under the Paris Agreement[50](index=50&type=chunk)[51](index=51&type=chunk)[54](index=54&type=chunk) - The company is involved in a remedial investigation and feasibility study for a former phosphate mine site in Georgetown Canyon, Idaho, under a Consent Order with the IDEQ and U.S. Forest Service[48](index=48&type=chunk) [Human Capital Resources](index=13&type=section&id=Human%20Capital%20Resources) The company employs approximately 3,000 people, prioritizing diversity, inclusion, and a strong safety culture - Employed approximately **3,000 people** at year-end 2021, with **67% in the U.S.**, **19% in the U.K.**, and **14% in Canada**, and approximately **15% of the workforce** covered by a collective bargaining agreement[57](index=57&type=chunk) - The company exceeded its diversity goal, with approximately **38% of senior leadership roles** held by females and persons of color as of December 31, 2021[58](index=58&type=chunk) - Maintained a strong safety record with a 12-month rolling average employee recordable incident rate (RIR) of **0.32 incidents per 200,000 work hours** as of December 31, 2021[59](index=59&type=chunk) [Item 1A. Risk Factors](index=15&type=section&id=Item%201A.%20Risk%20Factors) The company faces diverse risks including market volatility, raw material price fluctuations, financial leverage, and strategic uncertainties - **Market Risk:** The business is cyclical and subject to periods of industry oversupply, which negatively affects selling prices and profitability, with average selling prices increasing **74% in 2021** after decreasing **14% in 2020**[64](index=64&type=chunk)[67](index=67&type=chunk) - **Raw Material Risk:** The business is highly dependent on natural gas, with prices being volatile, as seen in 2021 when the Henry Hub price ranged from **$2.36 to $23.61 per MMBtu** and the UK NBP price ranged from **$5.58 to $60.10 per MMBtu**[79](index=79&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk) - **Financial Risk:** The company has substantial indebtedness of approximately **$3.5 billion** as of December 31, 2021, which could impact cash flow, limit business opportunities, and increase vulnerability to adverse economic conditions[122](index=122&type=chunk) - **Strategic Risk:** The development of the market for green and blue (low-carbon) ammonia is uncertain and may be slow to materialize, depending on factors like renewable energy capacity, technology evolution, and government policies, which are largely beyond the company's control[148](index=148&type=chunk)[150](index=150&type=chunk) [Item 1B. Unresolved Staff Comments](index=31&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - None[164](index=164&type=chunk) [Item 2. Properties](index=31&type=section&id=Item%202.%20Properties) Information regarding the company's facilities and properties is detailed in Item 1 of this report - Information regarding facilities and properties is included in Item 1. Business[164](index=164&type=chunk) [Item 3. Legal Proceedings](index=31&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in litigation related to the 2013 West Fertilizer Co. explosion, with most claims settled - The company is a defendant in lawsuits related to the 2013 West Fertilizer Co. explosion, with nearly all wrongful death and personal injury claims resolved via confidential settlements expected to be fully funded by insurance[165](index=165&type=chunk) - Remaining subrogation and statutory indemnification claims total approximately **$37 million**, before prejudgment interest, with trials expected in 2022[165](index=165&type=chunk) [Item 4. Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[166](index=166&type=chunk) [PART II](index=32&type=section&id=PART%20II) [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=32&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on the NYSE, with significant share repurchases in Q4 2021 and a new program authorized Share Repurchases for Q4 2021 | Period | Total Shares Purchased | Average Price Paid per Share ($) | Total Shares Purchased under Program | | :--- | :--- | :--- | :--- | | Oct 2021 | 7,717 | 60.56 | — | | Nov 2021 | 656,695 | 64.32 | 652,352 | | Dec 2021 | 6,816,628 | 65.85 | 6,816,416 | | **Total** | **7,481,040** | **65.71** | **7,468,768** | - On November 3, 2021, the Board of Directors authorized a new share repurchase program for up to **$1.5 billion of common stock**, effective from January 1, 2022, through December 31, 2024[170](index=170&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Net earnings significantly increased in 2021 due to higher selling prices, despite an impairment charge and volume decrease Financial Highlights 2021 vs. 2020 | Metric | 2021 | 2020 | Change | | :--- | :--- | :--- | :--- | | Net Earnings Attributable to Common Stockholders | $917 million | $317 million | +189% | | Diluted EPS | $4.24 | $1.47 | +$2.77 | | Gross Margin | $2.39 billion | $801 million | +$1.59 billion | - The average selling price for products increased **74% to $353 per ton** in 2021 from **$203 per ton** in 2020, increasing gross margin by approximately **$2.76 billion**[182](index=182&type=chunk)[205](index=205&type=chunk) - The company recognized total impairment charges of **$521 million** in 2021 related to its UK operations due to a severe energy crisis, which reduced net earnings by an after-tax amount of **$463 million**, or **$2.14 per diluted share**[195](index=195&type=chunk)[206](index=206&type=chunk) - The cost of natural gas used for production increased **88% to $4.21 per MMBtu** in 2021, reducing gross margin by **$663 million**[192](index=192&type=chunk)[205](index=205&type=chunk) [Consolidated Results of Operations](index=43&type=section&id=Consolidated%20Results%20of%20Operations) Net sales surged 59% in 2021 due to higher selling prices, significantly boosting gross margin and operating earnings Consolidated Results of Operations (in millions, except per share data) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Net sales | $6,538 | $4,124 | | Gross margin | $2,387 | $801 | | Operating earnings | $1,729 | $623 | | Net earnings attributable to common stockholders | $917 | $317 | | Diluted net earnings per share | $4.24 | $1.47 | - Net sales increased by **$2.41 billion (59%)** in 2021, primarily due to a **74% increase in average selling prices**, partially offset by a **9% decrease in sales volume**[225](index=225&type=chunk) - Cost of sales increased by **$828 million (25%)** due to higher natural gas costs (**$663 million**), increased manufacturing and maintenance costs (**$494 million**), and purchased products (**$71 million**), partially offset by a **$112 million gain** from the net settlement of natural gas contracts during Winter Storm Uri[227](index=227&type=chunk)[228](index=228&type=chunk) [Operating Results by Business Segment](index=47&type=section&id=Operating%20Results%20by%20Business%20Segment) All segments benefited from higher selling prices in 2021, with significant gross margin increases across most product lines Gross Margin by Segment (in millions USD) | Segment | 2021 | 2020 | | :--- | :--- | :--- | | Ammonia | $625 | $170 | | Granular Urea | $888 | $401 | | UAN | $669 | $114 | | AN | $35 | $65 | | Other | $170 | $51 | | **Total** | **$2,387** | **$801** | - The Ammonia segment's gross margin increased by **$455 million**, driven by an **84% increase in average selling prices** and a **$112 million gain** on the net settlement of natural gas contracts[248](index=248&type=chunk) - The AN segment's gross margin decreased by **$30 million**, as a **45% increase in selling prices** was more than offset by higher natural gas costs, increased manufacturing costs, and a **22% decrease in sales volume** due to idled UK operations[266](index=266&type=chunk) [Liquidity and Capital Resources](index=54&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity significantly strengthened in 2021, driven by strong operating cash flow and strategic capital allocation Cash Flow Summary (in millions USD) | Activity | 2021 | 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $2,873 | $1,231 | | Net cash used in investing activities | ($466) | ($299) | | Net cash used in financing activities | ($1,463) | ($542) | - Cash and cash equivalents increased to **$1.63 billion** at December 31, 2021, from **$683 million** at the end of 2020[275](index=275&type=chunk) - The company redeemed **$500 million in debt** during 2021, including the full redemption of the 2021 Notes and a partial redemption of the 2023 Notes[274](index=274&type=chunk) - Capital expenditures in 2022 are estimated to be in the range of **$500 to $550 million**, including spending on green and blue ammonia projects[283](index=283&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=65&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks from commodity prices, interest rates, and foreign currency exchange rates - A **$1.00 per MMBtu** change in the price of natural gas would alter the cost to produce a ton of ammonia by approximately **$33**, granular urea by **$22**, UAN by **$14**, and AN by **$16**[346](index=346&type=chunk) - As of December 31, 2021, the company had open derivative contracts for **60.0 million MMBtus of natural gas**, where a hypothetical **$1.00 per MMBtu** change in forward prices would alter the fair value of these positions by **$35 million**[348](index=348&type=chunk) - The company's **$3.50 billion of senior notes** have fixed interest rates, mitigating exposure to interest rate fluctuations on existing long-term debt[348](index=348&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=66&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements and the independent auditor's report [Report of Independent Registered Public Accounting Firm](index=66&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) KPMG LLP issued an unqualified opinion on the financial statements and internal controls, highlighting key audit matters - The auditor, KPMG LLP, issued an unqualified opinion on the consolidated financial statements and the effectiveness of the company's internal control over financial reporting as of December 31, 2021[351](index=351&type=chunk)[352](index=352&type=chunk) - Critical Audit Matters highlighted were the evaluation of the measurement of projected benefit obligations for pension plans and the impairment analysis of UK goodwill and long-lived assets[357](index=357&type=chunk)[360](index=360&type=chunk) [Consolidated Financial Statements](index=69&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements provide a detailed overview of the company's financial performance and position Key Financial Statement Data (as of or for the year ended Dec 31, 2021) | Metric | Amount (in millions USD) | | :--- | :--- | | **Statement of Operations:** | | | Net Sales | $6,538 | | Gross Margin | $2,387 | | Net Earnings Attributable to Common Stockholders | $917 | | **Balance Sheet:** | | | Total Assets | $12,375 | | Total Liabilities | $6,339 | | Total Stockholders' Equity | $3,206 | | **Cash Flow Statement:** | | | Net Cash from Operating Activities | $2,873 | [Notes to Consolidated Financial Statements](index=74&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed disclosures on accounting policies, financial data, and significant events impacting the company - **Note 6:** The UK energy crisis led to impairment charges of **$521 million** in 2021, comprising **$236 million** for long-lived and intangible assets and **$285 million** for goodwill[427](index=427&type=chunk) - **Note 13:** As of Dec 31, 2021, total long-term debt was **$3.5 billion**, and during the year, the company redeemed **$250 million** of its 2021 Notes and **$250 million** of its 2023 Notes[530](index=530&type=chunk)[533](index=533&type=chunk)[534](index=534&type=chunk) - **Note 19:** The company repurchased **8.6 million shares for $540 million** in 2021 under its 2019 Share Repurchase Program, with a new **$1.5 billion program** authorized for 2022-2024[566](index=566&type=chunk)[568](index=568&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=118&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants regarding accounting and financial disclosure - None[612](index=612&type=chunk) [Item 9A. Controls and Procedures](index=118&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2021 - Management concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[613](index=613&type=chunk) - Based on an assessment using the COSO 2013 framework, management concluded that the company's internal control over financial reporting was effective as of December 31, 2021[614](index=614&type=chunk) [PART III](index=120&type=section&id=PART%20III) [Item 10. Directors, Executive Officers and Corporate Governance](index=120&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2022 proxy statement - Required information is incorporated by reference from the company's 2022 Proxy Statement[623](index=623&type=chunk) [Item 11. Executive Compensation](index=120&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive and director compensation is incorporated by reference from the 2022 proxy statement - Required information is incorporated by reference from the company's 2022 Proxy Statement[625](index=625&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=120&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information on security ownership and equity compensation plans is incorporated by reference from the 2022 proxy statement Equity Compensation Plan Information as of December 31, 2021 | Plan Category | Securities to be Issued Upon Exercise | Weighted-Average Exercise Price ($) | Securities Remaining for Future Issuance | | :--- | :--- | :--- | :--- | | Approved by security holders | 4,897,075 | 42.48 | 5,037,620 | | Not approved by security holders | — | — | — | | **Total** | **4,897,075** | **$42.48** | **5,037,620** | [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=121&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related person transactions and director independence is incorporated by reference from the 2022 proxy statement - Required information is incorporated by reference from the company's 2022 Proxy Statement[629](index=629&type=chunk) [Item 14. Principal Accountant Fees and Services](index=121&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information regarding principal accountant fees and services is incorporated by reference from the 2022 proxy statement - Required information is incorporated by reference from the company's 2022 Proxy Statement[629](index=629&type=chunk) [PART IV](index=121&type=section&id=PART%20IV) [Item 15. Exhibits and Financial Statement Schedules](index=121&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements and exhibits filed as part of the Annual Report on Form 10-K - The financial statements are included in Part II, Item 8. An Exhibit Index is provided on page 119 of the report[630](index=630&type=chunk) [Item 16. Form 10-K Summary](index=121&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has not provided a summary for its Form 10-K - None[631](index=631&type=chunk)