Summary of CF INDUSTRIES HOLDINGS, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read the following discussion and analysis in conjunction with our annual consolidated financial statements and related notes, which were included in our 2011 Annual Report on Form 10-K filed with the SEC on February 27, 2012, as well as Item 1, Financial Statements, in this Form 10-Q. All references to "CF Holdings," "we," "us" and "our" refer to CF Industries Holdings, Inc. and its subsidiaries, including CF Industries, Inc., except where the context makes clear that the reference is only to CF Industries Holdings, Inc. itself and not its subsidiaries. The following is an outline of the discussion and analysis included herein:

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º Overview of CF Holdings

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º Our Company

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º Financial Executive Summary

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º Results of Consolidated Operations

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º Third Quarter of 2012 Compared to the Third Quarter of 2011

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º Nine Months Ended September 30, 2012 Compared to Nine Months Ended September 30, 2011

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º Operating Results by Business Segment

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º Liquidity and Capital Resources

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º Off-Balance Sheet Arrangements

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º Critical Accounting Policies and Estimates

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º Recent Accounting Pronouncements

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º Forward Looking Statements

Overview of CF Holdings

Our Company

We are one of the largest manufacturers and distributors of nitrogen and phosphate fertilizer products in the world. Our operations are organized into two business segments-the nitrogen segment and the phosphate segment. Our principal customers are cooperatives and independent fertilizer distributors. Our principal fertilizer products in the nitrogen segment are ammonia, granular urea, urea ammonium nitrate solution, or UAN, and ammonium nitrate, or AN. Our other nitrogen products include urea liquor, diesel exhaust fluid, or DEF, and aqua ammonia, which are sold primarily to our industrial customers. Our principal fertilizer products in the phosphate segment are diammonium phosphate, or DAP, and monoammonium phosphate, or MAP.

Our core market and distribution facilities are concentrated in the midwestern United States and other major agricultural areas of the U.S. and Canada. We also export nitrogen fertilizer products from our Donaldsonville, Louisiana manufacturing facilities and phosphate fertilizer products from our Florida phosphate operations.

Our principal assets include:

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º five nitrogen fertilizer manufacturing facilities in Port Neal, Iowa, Courtright, Ontario, Yazoo City, Mississippi, Woodward, Oklahoma, and the largest nitrogen fertilizer complex in North America, located in Donaldsonville, Louisiana;

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CF INDUSTRIES HOLDINGS, INC.

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º a 75% interest in Terra Nitrogen Company, L.P. (TNCLP), a publicly traded limited partnership of which we are the sole general partner and the majority limited partner and which, through its subsidiary Terra Nitrogen, Limited Partnership (TNLP), operates a nitrogen fertilizer manufacturing facility in Verdigris, Oklahoma;

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º a 66% economic interest in the largest nitrogen fertilizer complex in Canada (which we operate in Medicine Hat, Alberta through Canadian Fertilizers Limited (CFL), a consolidated variable interest entity);

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º one of the largest integrated ammonium phosphate fertilizer complexes in the United States in Plant City, Florida;

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º the most-recently constructed phosphate rock mine and associated beneficiation plant in the United States in Hardee County, Florida;

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

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º joint venture investments that we account for under the equity method, which consist of:

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º a 50% interest in GrowHow UK Limited (GrowHow), a nitrogen products production joint venture located in the United Kingdom and serving the British agricultural and industrial markets;

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º a 50% interest in Point Lisas Nitrogen Limited (PLNL), an ammonia production joint venture located in the Republic of Trinidad and Tobago; and

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º a 50% interest in KEYTRADE AG (Keytrade), a global fertilizer trading company headquartered near Zurich, Switzerland.

Financial Executive Summary

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º We reported net earnings attributable to common stockholders of $403.3 million in the third quarter of 2012 compared to net earnings of $330.9 million in the same quarter of 2011. Our results for the third quarter of 2012 included a net $39.8 million pre-tax unrealized mark-to-market gain ($24.7 million after tax) on natural gas derivatives and a $10.9 million pre-tax curtailment gain ($6.8 million after tax) from a reduction in certain retiree medical benefits.

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º Diluted net earnings per share attributable to common stockholders increased to $6.35 in the third quarter of 2012 from $4.73 in the third quarter of 2011 due to higher earnings and lower average shares outstanding due to our share repurchase program.

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º The net earnings attributable to common stockholders of $330.9 million in the third quarter of 2011 included a $35.1 million pre-tax non-cash impairment charge ($21.8 million after tax) related to the decision to shut down and remove the Woodward, Oklahoma methanol plant and a net $14.1 million pre-tax unrealized mark-to-market loss ($8.7 million after tax) on natural gas derivatives.

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º Our gross margin increased $64.0 million to $702.0 million in the third quarter of 2012 from $638.0 million in the same quarter of 2011 due primarily to higher nitrogen segment results driven by lower realized natural gas costs and unrealized mark-to-market gains on natural gas derivatives compared to unrealized losses in the prior year quarter. These declines in costs were partially offset by lower nitrogen sales volume. The $86.5 million increase in the nitrogen

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CF INDUSTRIES HOLDINGS, INC.

segment gross margin was partially offset by a $22.5 million decrease in the phosphate segment gross margin, driven primarily by lower average selling prices.

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º Our net sales decreased $44.4 million, or 3%, to $1.36 billion in the third quarter of 2012 from $1.40 billion in the third quarter of the prior year. The $44.4 million decline in net sales was split approximately equally between the nitrogen segment and the phosphate segment. In the nitrogen segment, the decline was attributable primarily to a decline in volume, while in the phosphate segment, the decline was attributable primarily to a decline in selling prices. Total sales volume (measured in short tons) in the third quarter of 2012 decreased 2% from the prior year period due to a 3% decrease in nitrogen segment sales volume partially offset by a 2% increase in phosphate segment sales volume. Average selling prices in the phosphate segment declined by 10%, which was partially offset by a 1% increase in average selling prices in the nitrogen segment.

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º Cash flow from operations approximated $2.0 billion for the first nine months of both 2012 and 2011. An increase in cash generated by higher net earnings in the 2012 period was offset by an increase in cash invested in working capital due mainly to the timing of income tax payments.

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º We paid cash dividends of $77.4 million and $42.6 million in the first nine months of 2012 and 2011, respectively. The increase is due primarily to an increase in the quarterly dividend to $0.40 per common share from $0.10 per common share, which started in the third quarter of 2011.

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º On August 2, 2012, we entered into a definitive agreement with Glencore International plc (Glencore) to acquire the interests in CFL currently owned by Viterra for total cash consideration of C$915 million subject to certain adjustments. Pursuant to the agreement between CF Industries and Glencore, the interests in CFL being acquired by CF Industries consist of 34% of CFL's outstanding preferred and common stock and a product purchase agreement. As a result of the transaction and subject to the product purchase agreements with CFL, CF Industries will be entitled to purchase 100% of CFL's ammonia and urea production. CFL's results are currently included in our financial statements as a consolidated variable interest entity. The completion of the transaction is subject to the closing of Glencore's acquisition of Viterra, receipt of regulatory approvals in Canada, and other terms and conditions in the definitive purchase agreement.

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