PART I. Financial Information [Item 1. Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements) The company reported a Q3 2021 net loss of $185 million due to a $495 million impairment, despite strong sales growth and cash flow [Consolidated Statements of Operations](index=3&type=section&id=Consolidated%20Statements%20of%20Operations) Q3 2021 net loss of $185 million was driven by $495 million impairment charges, despite increased net sales Consolidated Statements of Operations Highlights (in millions, except per share data) | Financial Metric | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | **Net sales** | $1,362 | $847 | $3,998 | $3,022 | | **Gross margin** | $440 | $83 | $1,232 | $621 | | **Goodwill impairment** | $259 | $— | $259 | $— | | **Long-lived and intangible asset impairment** | $236 | $— | $236 | $— | | **Operating (loss) earnings** | $(97) | $40 | $600 | $467 | | **Net (loss) earnings attributable to common stockholders** | $(185) | $(28) | $212 | $230 | | **Diluted (loss) earnings per share** | $(0.86) | $(0.13) | $0.98 | $1.07 | [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased to **$11.77 billion** by September 30, 2021, with stable stockholders' equity Consolidated Balance Sheet Highlights (in millions) | Account | Sep 30, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | **Total current assets** | $1,814 | $1,367 | | Cash and cash equivalents | $757 | $683 | | **Total assets** | $11,766 | $12,023 | | **Total current liabilities** | $1,015 | $906 | | Long-term debt, net of current maturities | $3,465 | $3,712 | | **Total liabilities** | $6,152 | $6,420 | | **Total stockholders' equity** | $2,938 | $2,922 | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations significantly increased to **$1.39 billion** for the nine months ended September 30, 2021 Consolidated Cash Flow Highlights (Nine Months Ended Sep 30, in millions) | Cash Flow Activity | 2021 | 2020 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $1,393 | $941 | | **Net cash used in investing activities** | $(383) | $(201) | | **Net cash used in financing activities** | $(936) | $(473) | | **Increase in cash and cash equivalents** | $74 | $266 | | **Cash and cash equivalents at end of period** | $757 | $553 | [Notes to Unaudited Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) The notes detail significant events, including a $495 million impairment charge in Q3 2021 due to the UK energy crisis, debt reduction, and a new $1.5 billion share repurchase program - The company recognized impairment charges of **$495 million** in Q3 2021, consisting of a **$259 million** goodwill impairment and **$236 million** in long-lived and intangible asset impairments, due to the UK energy crisis and a substantial increase in natural gas prices[37](index=37&type=chunk)[350](index=350&type=chunk) - Due to Winter Storm Uri in February 2021, the company net settled certain natural gas contracts, resulting in a recognized gain of **$112 million**, which was included in cost of sales[100](index=100&type=chunk)[413](index=413&type=chunk) - The company redeemed **$250 million** of its 3.400% senior secured notes in March 2021 and **$250 million** of its 3.450% senior notes in September 2021, resulting in a total loss on debt extinguishment of **$19 million** for the nine-month period[94](index=94&type=chunk)[95](index=95&type=chunk) - Subsequent to the quarter end, on November 3, 2021, the Board authorized a new share repurchase program for up to **$1.5 billion** of common stock, effective from January 1, 2022, through December 31, 2024[122](index=122&type=chunk)[435](index=435&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes increased net sales and gross margin to higher selling prices, despite lower volumes and a $495 million UK impairment charge, while pursuing a clean energy strategy and maintaining strong liquidity [Overview of CF Holdings](index=30&type=section&id=Overview%20of%20CF%20Holdings) CF Holdings, a leading nitrogen producer, saw Q3 2021 average selling prices increase by 101% year-over-year, despite a 20% decrease in sales volume and a $495 million impairment from the UK energy crisis - The company is advancing its clean energy strategy by developing green and blue ammonia projects, including a **20,000-ton-per-year** green ammonia project at its Donaldsonville complex, expected to be North America's largest of its kind upon completion in **2023**[128](index=128&type=chunk)[441](index=441&type=chunk) Q3 2021 vs Q3 2020 Performance Drivers | Metric | Q3 2021 | Q3 2020 | Change | | :--- | :--- | :--- | :--- | | Average Selling Price/ton | $360 | $179 | +101% | | Sales Volume (million tons) | 3.8 | 4.7 | -20% | | Henry Hub Natural Gas Price/MMBtu | $4.27 | $1.95 | +119% | | NBP (UK) Natural Gas Price/MMBtu | $15.98 | $2.69 | +494% | - The UK energy crisis led to the halt of operations at the Ince and Billingham facilities in September 2021, resulting in a **$495 million** impairment charge (**$259 million** goodwill, **$236 million** long-lived assets)[144](index=144&type=chunk)[457](index=457&type=chunk) [Consolidated Results of Operations](index=40&type=section&id=Consolidated%20Results%20of%20Operations) Q3 2021 net sales rose 61% to $1.36 billion, but a net loss of $185 million was recorded due to a $495 million UK impairment charge, while nine-month net sales grew 32% to $4.00 billion Q3 2021 vs Q3 2020 Results (in millions) | Metric | Q3 2021 | Q3 2020 | Change | | :--- | :--- | :--- | :--- | | Net Sales | $1,362 | $847 | +61% | | Gross Margin | $440 | $83 | +430% | | Operating (Loss) Earnings | $(97) | $40 | N/M | | Net (Loss) Attributable to Common Stockholders | $(185) | $(28) | N/M | Nine Months 2021 vs 2020 Results (in millions) | Metric | Nine Months 2021 | Nine Months 2020 | Change | | :--- | :--- | :--- | :--- | | Net Sales | $3,998 | $3,022 | +32% | | Gross Margin | $1,232 | $621 | +98% | | Operating Earnings | $600 | $467 | +28% | | Net Earnings Attributable to Common Stockholders | $212 | $230 | -8% | [Operating Results by Business Segment](index=46&type=section&id=Operating%20Results%20by%20Business%20Segment) In Q3 2021, all segments experienced significantly higher selling prices, leading to substantial gross margin increases in Ammonia, Granular Urea, and UAN, but the AN segment recorded a gross margin loss due to soaring UK natural gas costs and production halts Q3 2021 Gross Margin by Segment | Segment | Gross Margin (in millions) | Gross Margin % | | :--- | :--- | :--- | | Ammonia | $82 | 23.8% | | Granular Urea | $186 | 48.2% | | UAN | $157 | 40.3% | | AN | $(4) | (3.4)% | | Other | $19 | 15.3% | | **Consolidated** | **$440** | **32.3%** | - The Ammonia segment's gross margin turned positive to **$82 million** from a loss of **$9 million** in Q3 2020, driven by a **140%** increase in average selling prices[209](index=209&type=chunk) - The AN segment's gross margin fell to a loss of **$4 million** from a **$13 million** profit in Q3 2020, primarily due to a **71%** increase in cost of sales per ton driven by UK natural gas prices and production halts[236](index=236&type=chunk) [Liquidity and Capital Resources](index=56&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity remains robust with cash increasing to $757 million and $1.39 billion in operating cash flow for the first nine months of 2021, supporting debt reduction and shareholder returns - Net cash provided by operating activities increased by **$452 million** to **$1,393 million** for the first nine months of 2021 compared to the same period in 2020, mainly due to higher net earnings[276](index=276&type=chunk)[589](index=589&type=chunk) - During the first nine months of 2021, the company used **$518 million** to redeem long-term debt and **$50 million** to repurchase common stock[278](index=278&type=chunk)[591](index=591&type=chunk) - As of September 30, 2021, the company had **$757 million** in cash and cash equivalents and **$750 million** in unused borrowing capacity under its Revolving Credit Agreement[249](index=249&type=chunk)[562](index=562&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=64&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is primarily exposed to market risks from commodity prices, particularly natural gas, and uses derivatives to hedge price risk, while fixed-rate debt mitigates interest rate exposure - 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**[295](index=295&type=chunk)[608](index=608&type=chunk) - As of September 30, 2021, the company had open natural gas derivative contracts for **20.7 million MMBtus** covering periods through March 2022[296](index=296&type=chunk)[609](index=609&type=chunk) - The company's **$3.50 billion** in senior notes have fixed interest rates, minimizing exposure to interest rate fluctuations on its long-term debt[297](index=297&type=chunk)[610](index=610&type=chunk) [Controls and Procedures](index=65&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2021, with no material changes to internal control over financial reporting during the quarter - The Principal Executive Officer and Principal Financial Officer concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[300](index=300&type=chunk)[613](index=613&type=chunk) - There were no changes in the company's internal control over financial reporting during the quarter ended September 30, 2021, that have materially affected, or are reasonably likely to materially affect, internal controls[301](index=301&type=chunk)[614](index=614&type=chunk) PART II. Other Information [Legal Proceedings](index=65&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in litigation related to the 2013 West Fertilizer Co. explosion, with remaining claims totaling approximately $37 million, which are expected to be fully indemnified by insurance - The company continues to face legal proceedings from the 2013 West Fertilizer Co. explosion, with remaining claims totaling approximately **$37 million**[302](index=302&type=chunk)[615](index=615&type=chunk) - Management expects any potential loss from the West Fertilizer Co. litigation to be fully covered by insurance and does not anticipate a material adverse effect on the company's financial condition[302](index=302&type=chunk)[615](index=615&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=66&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q3 2021, the company repurchased 1,098,900 shares at an average price of $46.84, with approximately $513.4 million remaining under the 2019 Share Repurchase Program Share Repurchases for Q3 2021 | Period | Total Shares Purchased | Average Price Paid per Share | Shares Purchased as Part of Program | | :--- | :--- | :--- | :--- | | July 2021 | 6,558 | $52.40 | — | | August 2021 | 23,363 | $47.07 | — | | September 2021 | 1,068,979 | $46.80 | 1,067,879 | | **Total** | **1,098,900** | **$46.84** | **1,067,879** | - At the end of Q3 2021, approximately **$513.4 million** remained authorized for repurchase under the 2019 Share Repurchase Program, which expires on December 31, 2021[305](index=305&type=chunk)[618](index=618&type=chunk) [Exhibits](index=66&type=section&id=Item%206.%20Exhibits) This section provides a list of exhibits filed with the Quarterly Report on Form 10-Q, including CEO and CFO certifications and financial data formatted in Inline XBRL - The report includes required certifications from the Principal Executive Officer and Principal Financial Officer pursuant to the Sarbanes-Oxley Act of 2002[307](index=307&type=chunk)[309](index=309&type=chunk)

Table of Contents 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, 2020 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 ...

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 September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | --- | --- | |-------------------------------------------------------------------------------|------------------------------------------| | For the transition period fr ...

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-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fro ...

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-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, 2020 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fr ...

Table of Contents 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, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | --- | --- | --- | |----------------------------------------------------------------------------|-------------------------------------------------------------------------------- ...

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-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, 2019 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition perio ...

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-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fro ...