CF Industries Holdings (CF) 10-K risk factor changes: FY2021 vs FY2020

These risks and uncertainties, individually or in combination, could materially and adversely affect our business, financial condition, results of operations and cash [removed: flows.*][added: flows.]

Historically, selling prices for our [removed: products] [added: products, which are generally global commodities,] have fluctuated in response to periodic changes in supply and demand conditions.

Supply is affected [added: primarily] by available [added: production] capacity and operating rates, raw material costs and availability, energy prices, government policies and global trade.

In [removed: recent years,] [added: the past,] fertilizer producers, including CF Holdings, have built new production facilities or expanded capacity of existing production assets, or announced plans to do so.

The construction of new nitrogen fertilizer manufacturing capacity in the industry, plus improvements to increase output from the existing production assets, increase nitrogen supply availability and affect the balance of supply and [removed: demand.][added: demand and nitrogen selling prices.]

In certain years, global nitrogen fertilizer capacity has increased faster than global nitrogen fertilizer demand, creating a surplus of global nitrogen fertilizer capacity, which [added: has] led to lower nitrogen fertilizer selling [removed: prices in 2016 and 2017.][added: prices.]

We cannot predict the impact of this additional [removed: capacity.][added: capacity on nitrogen fertilizer selling prices.]

Also, global or local [removed: economic] [added: economic, political] and financial conditions or changes in such conditions, or other [removed: factors] [added: factors,] may cause acceleration of [removed: other] announced and/or ongoing projects.

[removed: If] [added: Additionally, if] imports increase into an oversupplied region, lower prices in that region could result.

In 2016 and 2017, our financial performance, credit ratings and the trading price for our common stock were negatively impacted by the lower selling prices resulting from the global oversupply of nitrogen [removed: fertilizer; while in 2018 and 2019, we experienced increases in the average selling price for our products.][added: fertilizer.]

[removed: In] [added: While in 2018 and 2019, we experienced increases in the average selling price for our products, in] 2020, the average selling price for our products decreased 14% to $203 per ton compared to $235 per ton in 2019.

[removed: The] [added: Due to the cyclical nature of our industry, we cannot predict the timing of oversupply and undersupply conditions, the] period of time that these [removed: oversupply] conditions [removed: can] [added: will] persist [removed: and] [added: or] the degree to which [removed: they] [added: oversupply conditions] will impact our business, financial condition, results of operations and cash [removed: flows are uncertain.][added: flows.]

Most fertilizers and related nitrogen products that we produce, such as industrial grade ammonium nitrate [added: (AN)] and DEF, are global commodities, with little or no product differentiation, and customers make their purchasing decisions principally on the basis of delivered price and, to a lesser extent, customer service and product quality.

Our competitive position could suffer [removed: to the extent] [added: if] we are not able to expand our own [removed: resources,] [added: resources to a similar extent,] either through investments in new or existing operations or through [removed: acquisitions, joint ventures] [added: acquisitions] or [removed: partnerships.][added: joint ventures.]

China, the world’s largest producer and consumer of nitrogen fertilizers, currently has [removed: significant] capacity surplus and many high-cost plants.

[removed: If Chinese government policy, devaluation of the Chinese renminbi, the relaxation of Chinese environmental standards or decreases in Chinese producers’ underlying costs such as the price of Chinese coal encourage increased production capacity utilization, any] [added: Any] resulting [added: increase in] export volume could adversely affect the balance between global supply and demand and may put downward pressure on global fertilizer prices, which could materially adversely affect our business, financial condition, results of operations and cash flows.

[removed: Our competitors in Russia continue] [added: From time] to [removed: benefit] [added: time, certain of our competitors with significant nitrogen fertilizer export capacity have benefited] from non-market pricing of natural gas, [removed: allowing continued] [added: which has resulted in significant volumes of] exports [removed: from] [added: to] the [removed: region, and have significant nitrogen fertilizer export capacity.][added: United States.]

[removed: The] [added: For example, the] 2016 revocations of U.S. antidumping measures on solid urea and fertilizer grade ammonium nitrate from Russia [removed: have] allowed for [removed: increases in] [added: increased] imports from that country into the United States in recent years.

[removed: We also face competition from other fertilizer producers in the Middle East, Europe, Latin America and Africa, who,] [added: These producers,] depending on market conditions, fluctuating input prices, geographic location and freight economics, may take actions at times with respect to price or selling volumes that adversely affect our business, financial condition, results of operations and cash flows.

In addition, the international market for nitrogen products is influenced by such factors as currency exchange rates, including the relative value of the U.S. dollar and its impact [removed: upon] [added: on] the cost of importing [removed: of] nitrogen products into the United States, foreign agricultural policies, the existence of, or changes in, import or foreign currency exchange barriers in certain foreign markets and the laws and policies of the markets in which we operate, including the imposition of new duties, tariffs or quotas, that affect foreign trade and investment.

[removed: As a result,] [added: Thus,] duties, tariffs and quotas can lead to uncertainty in the global marketplace and impact the supply and demand balance in many regions, which could adversely affect our business, financial condition, results of operations and cash flows.

For imports of UAN manufactured in the United States, the fixed duty rate is €29.48 per [removed: metric ton] [added: tonne] (or €26.74 per ton).

The duties will remain in place for an initial five-year [removed: period, after which] [added: period unless] the [removed: measures may be renewed by] [added: Commission suspends them before] the [removed: Commission.][added: five-year period has expired.]

The [removed: long term] [added: long-term] impact of [removed: this duty] [added: these duties] on the international market for nitrogen products is uncertain.

Governmental policies, including farm and biofuel subsidies, commodity support programs and tariffs, [added: environmental and greenhouse gas policies,] as well as the prices of fertilizer products, may also directly or indirectly influence the number of acres planted, the mix of crops planted and the use of fertilizers for particular agricultural applications.

Other factors that drive the ethanol market include the prices of [removed: ethanol, gasoline and corn.]

Lower gasoline prices and fewer aggregate miles, driven by increased automobile fuel [removed: efficiency or] [added: efficiency,] the continued expansion of electric [added: vehicle use or the impact of decreased travel resulting from the coronavirus disease 2019 (COVID-19) pandemic, may put pressure on ethanol prices that could result in reduced profitability and lower production for the ethanol industry.]

In addition, from time to time various foreign government and U.S. state legislatures have considered limitations on the use and application of chemical fertilizers due to concerns about the [added: negative] impact of these products on the environment.

While CF Fertilisers UK Limited does not sell solid urea fertilizer in the United Kingdom, other jurisdictions may consider limits on fertilizer use, such as the European Union, which announced its Farm to Fork and Biodiversity [removed: Strategies.][added: Strategies, or Canada, which as part of its Healthy Environment, Healthy Economy plan announced plans in late 2020 to introduce a target of reducing emissions from fertilizers by 30% below 2020 levels and has begun informal consultations with industry and other stakeholders on this proposal.]

Nitrogen from the atmosphere and hydrogen from natural gas, coal and other carbon energy feedstocks, or from the electrolysis of water, are the fundamental building blocks of nitrogen [removed: fertilizers.][added: products.]

Our manufacturing processes utilize natural gas as the principal raw material used in our production of nitrogen [removed: fertilizers.][added: products.]

We use natural gas both as a chemical feedstock and as a fuel to produce ammonia, granular urea, [removed: urea ammonium nitrate solution (UAN), ammonium nitrate (AN)] [added: UAN, AN] and other nitrogen products.

Most of our nitrogen [removed: fertilizer] manufacturing facilities are located in the United States and Canada.

During [removed: 2020,] [added: 2021,] the daily closing price at the Henry Hub, the most heavily-traded natural gas pricing point in North America, reached a low of [removed: $1.34] [added: $2.36] per MMBtu on [removed: September 22, 2020 and three consecutive days in October] [added: April 7, 2021] and a high of [removed: $3.08] [added: $23.61] per MMBtu on [removed: October 27, 2020.][added: February 18, 2021.]

During the three-year period ended December 31, [removed: 2020,] [added: 2021,] the daily closing price at the Henry Hub reached a low of $1.34 per MMBtu on September 22, 2020 and three consecutive days in October 2020 and a high of [removed: $6.88] [added: $23.61] per MMBtu on [removed: January 4, 2018.][added: February 18, 2021.]

These facilities are subject to fluctuations associated with the price of natural gas in Europe, which has also been volatile in recent [removed: years.][added: years and reached unprecedented high levels in 2021.]

During [removed: 2020,] the [added: three-year period ended December 31, 2021, the] daily closing price at NBP reached a low of $1.04 per MMBtu on May 22, 2020 and a high of [removed: $7.71] [added: $60.10] per MMBtu on December [removed: 30, 2020.][added: 22, 2021.]

During [removed: the three-year period ended December 31, 2020,] [added: 2021,] the daily closing price at NBP reached a low of [removed: $1.04] [added: $5.58] per MMBtu on [removed: May 22, 2020] [added: February 23, 2021] and a high of [removed: $31.74] [added: $60.10] per MMBtu on [removed: March 2, 2018.][added: December 22, 2021.]

[added: If reduced production, increased demand or changes in basis were to occur, or if other developments adversely impact the] supply and demand balance for natural gas in North America or elsewhere, natural gas prices could rise, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Adverse weather conditions may decrease demand for our fertilizer products, increase the cost of natural gas or materially disrupt our [removed: operations.][added: operations.]

References to tons refer to short tons and references to tonnes refer to metric tons.*

In 2021, the average selling price for our products increased 74% to $353 per ton compared to 2020.

A number of factors could encourage China to increase product capacity utilization, including changes in Chinese government policy, devaluation of the Chinese renminbi, the relaxation of Chinese environmental standards or decreases in Chinese producers’ underlying costs such as the price of Chinese coal.

In addition, high volumes of urea ammonium nitrate solution (UAN) imports from Russia and Trinidad and Tobago have negatively affected U.S. producers’ UAN profitability.

We also face competition from other fertilizer producers in the Middle East, Europe, Latin America and Africa.

Some of these producers also benefit from non-market or government-set rates for natural gas pricing.

After the initial five-year period, the Commission may renew the measures.

ethanol, gasoline and corn.

These or other more stringent limitations on greenhouse gas emissions applicable to farmers, the end-users of our nitrogen fertilizers, could reduce the demand for our fertilizer products to the extent their use of our products increases farm-level emissions.

In addition, any increases in the volume of liquefied natural gas exported from the U.S. to other regions, particularly regions where nitrogen products are produced, could increase our natural gas costs and/or lower natural gas costs for our competitors.

The high price for natural gas in the United Kingdom has had an effect on our local operations, resulting in the idling of certain of our United Kingdom plants in 2021.

Since the third quarter of 2021, the price for natural gas in the United Kingdom has remained high.

The average daily market price of natural gas at NBP for January 2022 was $25.91 per MMBtu.

Adverse weather conditions could become more frequent and/or more severe as a result of climate change.

In addition, we use the North American waterway system extensively to ship products from some of our manufacturing facilities to our distribution facilities and our customers.

All of the adverse weather conditions described above, including those impacting our customers and our operations, such as the physical risk from storms, hurricanes, tornadoes, or floods could become more frequent and/or more severe as a result of climate change.

In the last several years, there has been an increase in the frequency and severity of adverse weather conditions, including in the geographic areas where we have operations.

Any significant adverse weather event or combination of adverse weather events could decrease demand for our fertilizer products, increase the cost of natural gas or materially disrupt our operations — any of which could have a material adverse impact on our business, financial condition, results of operations and cash flows.

The strongest demand for our products in North America occurs

These transportation operations, equipment and services are subject to various hazards, including adverse operating conditions on the

For example, our Donaldsonville complex is located in an area of the United States that experiences severe weather, including a relatively high level of hurricane or high wind activity, and several of our other complexes are also located in areas that experience severe weather.

Various subsidiaries of CF Industries Holdings, Inc. (the CF Entities) were named as defendants along with other companies in lawsuits alleging various theories of negligence, strict liability, and breach of warranty under Texas law.

The remaining subrogation and statutory indemnification claims total approximately

$37 million, before prejudgment interest.

In November 2021, the Infrastructure Investment and Jobs Act reinstated and doubled the Superfund tax on chemicals, including ammonia and nitric acid.

These taxes will be in place from July 1, 2022 through December 31, 2031 and apply to all domestic and imported products not used as fertilizer.

locations.

Our production facilities emit GHGs, such as carbon dioxide and nitrous oxide, and natural gas, a fossil fuel, is a primary raw material used in our nitrogen production process.

Because conventional ammonia production generates CO2 as an unavoidable chemical byproduct, ammonia production globally is considered an emissions- and energy-intensive industry.

In the United States, our existing facilities, which are considered large emitters of GHGs, currently are only subject to GHG emissions reporting obligations.

Given the recent development of the UK ETS, there is substantial uncertainty as to the liquidity in the market for, and the stability of the price of, emission allowances that will be necessary for compliance with the regulations.

Canada has increased its emissions reduction target under the Paris Agreement to 40-45% (up from 30%) below 2005 levels by 2030.

In April 2021, the United States increased its goal to reduce emissions to 50-52% below 2005 levels by 2030.

The Biden administration has also issued several executive orders focused on climate change to promote more active management of these issues across the executive branch, including by the EPA and the Departments of Agriculture, Interior, Transportation and Treasury.

In July 2021, the EU proposed a new carbon border adjustment mechanism that would require importers of certain products, including nitrogen fertilizers, to pay an import tax approximately equal to the costs incurred by EU producers of the products starting in 2026.

Other governments are also considering border adjustment mechanisms for carbon intensive products.

The imposition of any carbon border adjustment taxes may distort investment and trade flows, which could adversely impact our business.

Changes could also be made to tax policies related to decarbonization and clean energy that could impact our business and investment decisions.

In addition, further development of alternative decarbonization technologies may result in viable alternatives to the use of blue ammonia for many potential decarbonization applications, resulting in lower than expected market demand growth relative to our current expectations.

The production of blue ammonia depends to a large extent upon development by third parties of carbon capture and storage wells, which are not well-established technologies and are subject to a permitting process and operational risks, which may result in delays, impact viability in some or all situations, or create long-term liabilities.

Price fluctuations for our products result from changes in supply and demand.

Significant price fluctuations we experience could be symptoms of an oversupplied market in transition as new capacity ramps up, and production slows down or shuts down in high cost regions.

Additionally, trade flows adjust as imports into different regions of the world also impact the local supply and demand balances.

vehicles, may put pressure on ethanol prices that could result in reduced profitability and lower production for the ethanol industry.

If such reduced production, increased demand or changes in basis were to occur, or if other developments adversely impact the

and allow us to improve our production scheduling and planning and the utilization of our manufacturing and distribution assets.

Conversely, in periods of declining fertilizer prices, selling our nitrogen fertilizers on a forward basis may result in higher profit margins than if we had not sold fertilizer on a forward basis.

We have established policies and procedures to help protect the security and privacy of this information.

For example, our

Various subsidiaries of CF Industries Holdings, Inc. (the CF Entities) were named as defendants along with other companies in lawsuits filed in 2013, 2014 and 2015 in the District Court of McLennan County, Texas by the City of West, individual residents of the County and other parties seeking recovery for damages allegedly sustained as a result of the explosion.

The cases were consolidated for discovery and pretrial proceedings in the District Court of McLennan County under the caption “In re: West Explosion Cases.” The two-year statute of limitations expired on April 17, 2015.

As of that date, over 400 plaintiffs had filed claims, including at least 9 entities, 325 individuals, and 80 insurance companies.

Plaintiffs allege various theories of negligence, strict liability, and breach of warranty under Texas law.

The Court granted in part and denied in part the CF Entities’ Motions for Summary Judgment in August 2015.

The remaining cases are in various stages of discovery and pre-trial proceedings.

The next group of cases is expected to be set for trial after the Court resumes scheduling civil jury trials currently on hold because of the outbreak of coronavirus disease 2019 (COVID-19) pandemic.

We believe we have strong legal and factual defenses and intend to continue defending the CF Entities vigorously in the pending lawsuits.

- restrict our ability to dispose of assets or otherwise restrict our use of funds from the disposal of assets;

related debt and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies.

Furthermore, our Revolving Credit Agreement and senior secured notes provide for liens on specified collateral to secure our obligations thereunder, and if we were unable to repay amounts due and payable under our Revolving Credit Agreement or the senior secured notes, our Revolving Credit Agreement lenders or holders of the senior secured notes, as applicable, could proceed against the collateral granted to them, which could have a material adverse effect on our business, financial condition and results of operations.

BEPS is intended to improve tax disclosure and transparency and eliminate structures and activities that could be perceived by a particular country as resulting in tax avoidance.

Notwithstanding the exit of the United Kingdom from the European Union (Brexit) on January 31, 2020, facilities in the United Kingdom remained subject to the EU ETS through the end of 2020.

Beginning on January 1, 2021, our U.K. manufacturing plants became subject to the UK Emissions Trading Scheme (UK ETS).

At least initially, the UK ETS is expected to be similar to the EU ETS, although the UK government has stated that it intends to establish an emissions cap that is lower than what it would have been had the United Kingdom remained subject to the EU ETS.

No agreement has been reached as to whether the UK ETS will establish a linkage with the EU ETS or other national emission trading systems.

The Canadian federal government has announced that it intends to increase the price of excess emissions of CO2e from CAD $40 per ton in 2021 and CAD $50 per ton in 2022, by CAD $15 per ton each year beginning in 2023, with the price of excess CO2e emissions reaching CAD $170 per ton by 2030.

On December 12, 2015, 195 countries adopted by consensus a new international agreement known as the Paris Agreement.

The Paris Agreement was accepted by the United States and ratified by Canada and the United Kingdom and went into effect in November 2016.

The EU has announced a new target to reduce its GHG emission 55% below 1990 levels by 2030.

On November 4, 2019, the United States submitted formal notice of its withdrawal from the Paris Agreement, which became effective on November 4, 2020, but on January 20, 2021, President Biden announced that the United States has rejoined the Paris Agreement.

This will require the United States to submit its own national plan for reducing GHG emissions.

Executive Orders issued by the Biden administration, including in particular an executive order issued on January 27, 2021 focusing on climate change, evidence the Administration’s intent to undertake numerous initiatives in an effort to reduce GHG emissions, including promoting renewable energy development, limiting or prohibiting new oil and gas leases on federal lands, and in general, making climate change considerations a critical component of federal policy.

In addition, to the extent that GHG

Even though our business operations are designated as part of the critical infrastructure by the United States, United Kingdom and Canadian governments and the governments of the states and provinces in which we operate, these measures have impacted and may further impact all or portions of our workforce and operations.

In addition, our customers, suppliers and third party service providers, including transportation providers, have been, or may be in the future, affected by COVID-19, including by the impact of measures taken by federal and local governments to slow the spread of the virus.

Any negative impacts on our customers, suppliers and third party service providers could negatively impact our business, financial condition, results of operations or cash flows.

For example, global demand for nitrogen for industrial use has been negatively affected by the pandemic, and we expect this to continue as long as economic activity remains low due to the impacts of the pandemic.

In addition, lower crude oil prices, and a reduced demand for gasoline resulting from actions to slow the spread of COVID-19, have reduced ethanol production and therefore negatively impacted the demand for corn, which is a significant factor driving customer demand for our nitrogen fertilizers.

- weather conditions;

All references to “CF Industries” refer to CF Industries, Inc., a 100% owned subsidiary of CF Industries Holdings, Inc. References to tons refer to short [added: tons and references to tonnes refer to metric] tons.

For a discussion and analysis of the year ended December 31, [removed: 2019] [added: 2020] compared to December 31, [removed: 2018,] [added: 2019,] you should read Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations in our [removed: 2019] [added: 2020] Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 24, [removed: 2020.][added: 2021.]

Our principal assets as of December 31, [removed: 2020] [added: 2021] include:

See Note [removed: 17—Noncontrolling Interests] [added: 18—Noncontrolling Interest] for additional information on our strategic venture with CHS;

[removed: In October 2020, we announced that we] [added: We] are taking significant steps to support a global hydrogen and clean fuel economy, through the production of green and [removed: low-carbon] [added: blue] ammonia.

Since ammonia is one of the most efficient ways to transport and store hydrogen and is also a fuel in its own right, we believe that the Company, as the world’s largest producer of ammonia, with an unparalleled manufacturing and distribution network and deep technical expertise, is uniquely positioned to fulfill anticipated demand for hydrogen and ammonia from green and [removed: low-carbon] [added: blue] sources.

Our approach [removed: will focus on] [added: includes] green ammonia production, which refers to ammonia produced through a carbon-free process, and [removed: low-carbon ammonia,] [added: blue ammonia production,] which relates to ammonia produced by conventional processes but with CO2 removed through carbon capture and sequestration (CCS) and other certified carbon abatement projects.

Short-term fertilizer demand growth may depend on global economic conditions, farm sector income, weather patterns, the level of global grain stocks relative to [removed: consumption, fertilizer application rates, and governmental regulations, including fertilizer subsidies or requirements mandating increased use of bio-fuels or industrial nitrogen products.]

Some of these factors include the relative cost to produce and deliver product, relative currency values, the availability of [removed: credit] [added: credit, agricultural supply] and [added: demand, industrial product demand and policies such as emissions abatement and] governmental [added: nitrogen product] trade policies, including the imposition of duties, tariffs or quotas, that affect foreign trade or investment.

As a result, the North American nitrogen fertilizer market [added: for certain nitrogen products] is dependent on imports to balance supply and demand.

Individual farmers make planting decisions based largely on prospective profitability of a harvest, while the specific varieties and amounts of fertilizer they apply depend on factors like their current liquidity, soil conditions, weather patterns, crop [added: and fertilizer] prices, fertilizer products used and timing of applications, expected yields and the types of crops planted.

Due to the use of fertilizer products in crop production to support the global food supply chain, our business operations were designated as part of the critical infrastructure by the United States and as essential businesses in the United Kingdom and Canada, with corresponding designations [removed: for] [added: by] those states and provinces in which we [removed: operate that issued restrictive orders.][added: operate.]

As a result, our manufacturing complexes [removed: continued] [added: were permitted] to [removed: operate during 2020 and have continued] [added: continue] to operate [added: and,] through the date of this [removed: report.][added: report, we have not suspended or shutdown operations as a result of the pandemic.]

[removed: Through the date of this filing,] [added: In addition,] we have continued to ship products by all modes of transportation to our customers, and we have not experienced any significant delays in marine, rail or truck transportation services due to the pandemic.

[removed: In 2020,] [added: Through the date of this report,] we [removed: did] [added: have] not [removed: experience a] [added: experienced any] meaningful impact in customer demand as a result of the [removed: COVID-19] pandemic.

[removed: *Sales] [added: *Selling Prices and Sales] Volume*

Sales volume for our products in [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] is shown in the table below.

| | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | [removed: 2018] [added: 2019] | | | | | | | | |

| Ammonia | | | [removed: 3,767] [added: 3,589] | | | | | | $ | [removed: 1,020] [added: 1,787] | | | | | [removed: 3,516] [added: 3,767] | | | | | | $ | [removed: 1,113] [added: 1,020] | | | | | [removed: 3,135] [added: 3,516] | | | | | | $ | [removed: 1,028] [added: 1,113] | |

| Granular urea | | | [removed: 5,148] [added: 4,290] | | | | | | [removed: 1,248] [added: 1,880] | | | | | | [removed: 4,849] [added: 5,148] | | | | | | [removed: 1,342] [added: 1,248] | | | | | | [removed: 4,898] [added: 4,849] | | | | | | [removed: 1,322] [added: 1,342] | | |

| UAN | | | [removed: 6,843] [added: 6,584] | | | | | | [removed: 1,063] [added: 1,788] | | | | | | [removed: 6,807] [added: 6,843] | | | | | | [removed: 1,270] [added: 1,063] | | | | | | [removed: 7,042] [added: 6,807] | | | | | | [removed: 1,234] [added: 1,270] | | |

| AN | | | [removed: 2,216] [added: 1,720] | | | | | | [removed: 455] [added: 510] | | | | | | [removed: 2,109] [added: 2,216] | | | | | | [removed: 506] [added: 455] | | | | | | [removed: 2,002] [added: 2,109] | | | | | | [removed: 460] [added: 506] | | |

| Other | | | [removed: 2,322] [added: 2,318] | | | | | | [removed: 338] [added: 573] | | | | | | [removed: 2,257] [added: 2,322] | | | | | | [removed: 359] [added: 338] | | | | | | [removed: 2,252] [added: 2,257] | | | | | | [removed: 385] [added: 359] | | |

| Total | | | [removed: 20,296] [added: 18,501] | | | | | | $ | [removed: 4,124] [added: 6,538] | | | | | [removed: 19,538] [added: 20,296] | | | | | | $ | [removed: 4,590] [added: 4,124] | | | | | [removed: 19,329] [added: 19,538] | | | | | | $ | [removed: 4,429] [added: 4,590] | |

The selling prices for all of our major products were [removed: lower] [added: higher] in [removed: 2020] [added: 2021] than [removed: 2019 as global energy prices remained low, driving higher] [added: 2020, driven by the impact of a tighter] global nitrogen [removed: operating rates] [added: supply] and [removed: the resulting additional] [added: demand balance, as a result of strong] global [added: demand as well as decreased global] supply [removed: availability.][added: availability as higher global energy costs drove lower global operating rates.]

The average selling price for our products for [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] was [removed: $203] [added: $353] per ton and [removed: $235] [added: $203] per ton, respectively.

Natural gas is a significant cost component of manufactured nitrogen products, representing approximately [removed: one-third] [added: 40%] of our production [removed: costs.][added: costs in 2021.]

The [added: following table presents the average] daily market price [added: of natural gas] at the Henry Hub, the most heavily-traded natural gas pricing point in North America, [removed: fluctuated throughout 2020.][added: and the National Balancing Point, the major trading point for natural gas in the United Kingdom:]

The average daily market price at [removed: the Henry Hub] [added: NBP] was [removed: $1.99] [added: $15.50] per MMBtu for [removed: 2020] [added: 2021] compared to [removed: $2.51] [added: $3.20] per MMBtu for [removed: 2019, a decrease] [added: 2020, an increase] of [removed: 21%.][added: 384%.]

[removed: These] [added: Our two nitrogen manufacturing] facilities [added: located in the United Kingdom] are subject to fluctuations associated with the price of natural gas in Europe.

Natural gas costs in [added: our] cost of sales, including the impact of realized natural gas derivatives, [removed: was $2.24] [added: increased 88% to $4.21] per MMBtu in [removed: 2020, an 18% decrease] [added: 2021] from [removed: $2.74] [added: $2.24] per MMBtu in [removed: 2019, which resulted in an increase in gross margin of approximately $195 million.][added: 2020.]

We reported net earnings attributable to common stockholders of [removed: $317] [added: $917] million in [removed: 2020] [added: 2021] compared to [removed: $493] [added: $317] million in [removed: 2019, a decline] [added: 2020, an increase] in net earnings of [removed: 36%,] [added: 189%,] or [removed: $176] [added: $600] million.

The impact of [removed: lower] [added: higher average] selling prices was partially offset by [removed: lower] [added: higher] realized natural gas [removed: costs and higher sales volume, leading to] [added: costs, which decreased gross margin by $168 million,] a [added: $22 million] net [removed: decline] [added: increase] in [added: manufacturing, maintenance and other costs, and a 4% decrease in sales volume, which decreased] gross margin [removed: of $373 million in 2020.][added: by $4 million.]

- Average selling prices [removed: declined 14%] [added: increased 74%] in [removed: 2020] [added: 2021] to [added: $353 per ton from] $203 per [removed: ton,] [added: ton in 2020,] which [removed: decreased] [added: increased] gross margin by [removed: $665 million,][added: approximately $2.76 billion,]

- [removed: Realized] [added: The cost of] natural gas [removed: costs declined by 18% in 2020] [added: used for production increased 88%] to [added: $4.21 per MMBtu in 2021 from] $2.24 per [removed: MMBtu,] [added: MMBtu in 2020,] which [removed: increased] [added: reduced] gross margin by [removed: $195] [added: $663] million,

See discussion under “Items Affecting [removed: Comparability—Terra] [added: Comparability of Results—Terra] Amended Tax Returns,” [removed: below,] [added: above,] for further information.

Diluted net earnings per share attributable to common stockholders [removed: decreased $0.76] [added: increased $2.77] per share, to [removed: $1.47] [added: $4.24] per share in [removed: 2020] [added: 2021] compared to [removed: $2.23] [added: $1.47] per share in [removed: 2019.][added: 2020.]

In [removed: 2019,] [added: 2021,] we repurchased approximately [removed: 7.6] [added: 8.6] million shares [added: of CF Holdings common stock] under the 2019 [removed: Share Repurchase Program] [added: share repurchase program] for [removed: $337] [added: $540] million.

[removed: In 2020, we repurchased approximately 2.6 million] [added: | Total] shares [added: repurchased] under the 2019 Share Repurchase Program [removed: for $100 million.][added: | | | 18.8 | | | | | | $ | 977 | |]

Our mission is to provide clean energy to feed and fuel the world sustainably.

With our employees focused on safe and reliable operations, environmental stewardship, and disciplined capital and corporate management, we are on a path to decarbonize our ammonia production network – the world’s largest – to enable green and blue hydrogen and nitrogen products for energy, fertilizer, emissions abatement, and other industrial activities.

Our nine manufacturing complexes in the United States, Canada and the United Kingdom, an extensive storage, transportation and distribution network in North America, and logistics capabilities enabling a global reach underpin our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy.

In October 2020, we announced an initial green ammonia project at our Donaldsonville complex.

In April 2021, we signed an engineering and procurement contract with thyssenkrupp to supply a 20 MW alkaline water electrolysis plant to produce green hydrogen at our Donaldsonville complex.

Construction and installation, which is being managed by us, began in the fourth quarter of 2021 and is expected to finish in 2023, with an estimated total cost of approximately $100 million.

The cost of the project is expected to fit within our annual capital expenditure budgets.

We will integrate the green hydrogen generated by the electrolysis plant into existing ammonia synthesis loops to enable the production of approximately 20,000 tons per year of green ammonia.

We believe that, when completed in 2023, the Donaldsonville green ammonia project will be the largest of its kind in North America.

In the third quarter of 2021, we signed a memorandum of understanding with Mitsui & Co., Inc. (Mitsui) that will guide us in a joint exploration of the development of blue ammonia projects in the United States.

The preliminary studies we are conducting with Mitsui cover areas such as blue ammonia supply and supply chain infrastructure, CO2 transportation and storage, expected environmental impacts, and blue ammonia economics and marketing opportunities in Japan and in other countries.

We have also announced steps to produce blue ammonia from our ammonia production network.

In the fourth quarter of 2021, our Board of Directors authorized projects that we believe will enable the annual production of up to 1.25 million tons of blue ammonia from our existing network starting in 2024.

The projects will involve constructing units at our Donaldsonville and Yazoo City complexes that dehydrate and compress CO2, a process essential for CO2 transport via pipeline to sequestration sites.

Management expects that, once the units are in service and sequestration is initiated, we could sequester up to 2.5 million tons of CO2 per year (2 million tons at Donaldsonville and 500,000 tons at Yazoo City).

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

Construction of the units at the Donaldsonville complex is expected to begin in 2022 and to be completed in 2024, with an estimated total cost of $200 million.

The Yazoo City project will be timed to coincide with CO2 transport pipeline construction.

Once started, the project is expected to be completed in three years with an estimated total cost of $85 million.

In addition, we are currently in advanced discussions with several parties regarding transportation and sequestration of CO2 from Donaldsonville.

consumption, fertilizer application rates, and governmental regulations, including fertilizer subsidies or requirements mandating increased use of bio-fuels or industrial nitrogen products.

The increase in average selling prices of 74% in 2021 from 2020 resulted in an increase in net sales of approximately $2.76 billion.

Our total sales volume was 9% lower in 2021 than in 2020 with lower sales volume reported in all segments.

We shipped 18.5 million tons of product in 2021 compared to 20.3 million tons in 2020 due primarily to lower supply from the impact of both planned and unplanned maintenance activity and the impact of weather-related outages.

The lower sales volumes also reflect the idling of certain portions of our U.K. operations in September due to the United Kingdom energy crisis, which is further discussed below.

Lower sales volume resulted in a decrease in net sales of approximately $404 million.

North American natural gas prices during 2021 were higher on average than during 2020 due to tight supply and demand conditions within the market.

Demand for natural gas was strong throughout 2021 as cold weather early in the year, including the impact of Winter Storm Uri in February, contributed to strength in demand.

Warmer weather in the summer of 2021 contributed to higher natural gas usage for electrical generation, and the economy emerging from COVID-19 pandemic conditions added to the strong summer demand.

The supply response from natural gas producers during 2021 was insufficient to offset these demand factors, leading to higher prices throughout the year.

In addition, liquefied natural gas (LNG) exports increased significantly in 2021 compared to 2020 as favorable pricing differentials between North America and global natural gas prices led LNG facilities in the United States to run at near maximum levels.

The average daily market price at the Henry Hub, the most heavily-traded natural gas pricing point in North America, was $3.82 per MMBtu for 2021 compared to $1.99 per MMBtu for 2020, an increase of 92%.

During 2021, the daily closing price at the Henry Hub reached a low of $2.36 per MMBtu on April 7, 2021 and a high of $23.61 per MMBtu on February 18, 2021 as a result of Winter Storm Uri.

As a result, we recognized a gain of $112 million, which is reflected in cost of sales in our consolidated statement of operations for the year ended December 31, 2021.

The price of natural gas in the United Kingdom increased throughout 2021 and reached unprecedented high levels in the third quarter, and even higher levels in the fourth quarter.

The increase in natural gas prices was due to the combination of low storage levels in Europe, reduced supply from Russia, and a tight global supply and demand balance in the LNG market as a result of strong demand in both Europe and Asia to fill storage locations in anticipation of winter.

Due to the high price levels for natural gas, we halted certain of our U.K. manufacturing operations in September 2021.

See the discussion under “United Kingdom Energy Crisis,” below, for further information.

The average daily market price of natural gas at NBP for January 2022 was $25.91 per MMBtu.

In 2021, the total cost of natural gas used for production at all of our locations, which includes the impact of realized natural gas derivatives and excludes the $112 million gain that resulted from the net settlement of certain natural gas contracts with our suppliers, increased 88% to $4.21 from $2.24 per MMBtu in 2020.

*•Subsequent Event*

We are a leading global manufacturer of hydrogen and nitrogen products for clean energy, fertilizer, emissions abatement, and other industrial applications.

We operate nitrogen manufacturing complexes in the United States, Canada and the United Kingdom, which are among the most cost-advantaged, efficient and flexible in the world, and an extensive storage, transportation and distribution network in North America.

Our 3,000 employees focus on safe and reliable operations, environmental stewardship and disciplined capital and corporate management, driving our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy.

Our strategy is to leverage our unique capabilities to accelerate the world’s transition to clean energy.

We have announced an initial green ammonia project at our flagship Donaldsonville nitrogen complex to produce approximately 20,000 tons per year of green ammonia.

Additionally, we are developing CCS and other carbon abatement projects across our production facilities that will enable us to produce low-carbon ammonia.

Since that time, efforts to slow the spread of COVID-19 have intensified.

A number of countries, as well as certain states and cities within the United States, have continued to enact temporary closures of businesses, to issue shelter in place or quarantine orders, and to take other restrictive measures in response to the pandemic.

Our production of ammonia, the basic building block for our products, was 10.4 million tons in 2020 compared to 10.2 million tons in 2019.

Our total volume of products shipped in 2020 of 20.3 million tons was 4% higher compared to 19.5 million tons in 2019.

In response to the pandemic, we instituted safety precautions early in 2020 to protect the health and well-being of all of our employees, including the manufacturing workforce who operate our nitrogen complexes and distribution facilities.

These safety measures included installing thermal temperature checks at each of our sites for all personnel, including contractors, who arrive at our sites, adjusting schedules to support social distancing, including changes to loading and shipping procedures, maintaining a close contact log for employees, self-quarantine logs, requiring face coverings on site, restricting visitor access, and implementing enhanced cleaning protocols and travel restrictions for employees.

We also paid approximately $19 million of bonuses to our operational workforce under a special COVID-19 bonus program, which concluded in June 2020.

In addition, since mid-March 2020, the majority of our non-operational personnel at our sites who work in administrative and operational support functions have worked remotely in order to maintain social distancing following governmental guidelines.

These administrative and operational support functions have operated effectively during this period, meeting our commitments to our customers and continuing to manage our business without interruption.

We have not furloughed any employees or instituted any reductions in pay or benefits or other significant cost containment measures due to the pandemic.

We participate in a global market, which includes a global supply chain and customer base.

The long-term effects of the COVID-19 pandemic are unclear and could adversely affect our business in the future.

We have operated our business in a remote working environment and could continue to do so for an extended duration, if necessary.

However, if the pandemic were to impact a large portion of our workforce in any one location, we might need to idle that facility temporarily or transfer other employees from other network sites, which could have an impact on our business operations, profitability and cash flow.

The impact of the COVID-19 pandemic is fluid and continues to evolve.

As a result, we cannot predict the extent to which our business, results of operations, financial condition or liquidity may be impacted by the pandemic in the future.

There was strong demand for fertilizer in 2020 as we shipped 20.3 million tons of product compared to 19.5 million tons in 2019, which increased net sales by $199 million.

The increase in total sales volume was due primarily to the impact of increased supply resulting from both higher inventory levels entering 2020 and higher production in 2020.

Our sales volumes in 2020 were higher across all of our major products compared to 2019.

Our shipments can shift between quarters due primarily to shifts in weather patterns that impact fertilizer applications.

During the fourth quarter of 2020, granular urea sales volume was higher as domestic demand strengthened amid increasing crop prices and overall farm economics improved.

Additionally, ammonia sales volume in the fourth quarter of 2020 exceeded the fourth quarter of 2019 as a result of increased demand due to an early fall harvest and ideal weather conditions throughout the Midwestern United States.

We expect sales volumes for our products to return to a range of 19-19.5 million product tons in 2021 due to lower year-end inventory than the year before and lower expected production due to a higher number of planned turnarounds than in 2020.

*Selling Prices*

The decrease in average selling prices of 14% in 2020 from 2019 decreased net sales by $665 million.

Due to increases in natural gas production resulting from the rise in production from shale gas formations, natural gas prices in North America have declined over the last decade, but are subject to volatility.

Natural gas prices during 2020 were lower on average than 2019, due in part to reduced energy demand as a result of the COVID-19 pandemic, partially offset by reductions in supply.

The price of natural gas decreased in the first half of 2020 and increased in the second half of 2020 with the average daily market price rising at the Henry Hub to $2.47 per MMBtu in the fourth quarter of 2020.

We also have manufacturing facilities located in the United Kingdom.

The price of natural gas in the United Kingdom during 2020 was lower on average compared to 2019 as a result of increased availability of liquefied natural gas in the global market as well as the global economic downturn related to the COVID-19 pandemic.

The average daily market price at NBP was $3.20 per MMBtu for 2020 compared to $4.44 per MMBtu for 2019, a decrease of 28%.

The daily market price at NBP also fluctuated throughout 2020 as the price decreased in the first half of 2020 and increased in the second half of 2020 with the average daily market price rising at the NBP to $5.29 per MMBtu in the fourth quarter of 2020.

The decrease in net earnings was due primarily to lower selling prices as lower global energy costs drove higher global operating rates, leading to increased global nitrogen supply availability.

A $1.00 per MMBtu change in the price of natural gas would change the cost to produce a ton of ammonia, granular urea, UAN (32%) and AN by approximately $33, $22, $14 and [removed: $15,] [added: $16,] respectively.

As of December 31, [removed: 2020,] [added: 2021,] we had natural gas [removed: fixed price swaps and basis swaps] [added: derivative contracts] covering certain periods through March 2022.

As of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] we had open derivative contracts for [removed: 34.1] [added: 60.0] million MMBtus and [removed: 41.1] [added: 34.1] million MMBtus, respectively.

A $1.00 per MMBtu increase in the forward curve prices of natural gas at December 31, [removed: 2020] [added: 2021] would result in a favorable change in the fair value of these derivative positions of [removed: $18] [added: $35] million, and a $1.00 per MMBtu decrease in the forward curve prices of natural gas would change their fair value unfavorably by [removed: $18] [added: $35] million.

As of December 31, [removed: 2020,] [added: 2021,] we had [removed: six] [added: five] series of senior notes totaling [removed: $4.00] [added: $3.50] billion of principal outstanding with maturity dates of [removed: December 1, 2021,] June 1, 2023, December 1, 2026, March 15, 2034, June 1, 2043 and March 15, 2044.

As of December 31, [removed: 2020,] [added: 2021,] the carrying value and fair value of our senior notes was approximately [removed: $3.96] [added: $3.47] billion and [removed: $4.73] [added: $4.11] billion, respectively.

There were no borrowings outstanding under the Revolving Credit Agreement as of December 31, [removed: 2020] [added: 2021] or [removed: 2019.][added: 2020.]

There were no borrowings under the Prior Credit Agreement or the Revolving Credit Agreement during 2019.

[removed: All references to “CF Industries” refer to CF Industries, Inc., a 100% owned subsidiary of CF Industries Holdings, Inc.] Notes referenced throughout this document refer to consolidated financial statement note disclosures that are found in Item 8.

Our principal assets as of December 31, [removed: 2020] [added: 2021] include:

See Note [removed: 17—Noncontrolling Interests] [added: 18—Noncontrolling Interest] for additional information on our strategic venture with CHS.

For the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] we sold [removed: 20.3] [added: 18.5] million, [removed: 19.5] [added: 20.3] million and [removed: 19.3] [added: 19.5] million product tons generating net sales of [removed: $4.12] [added: $6.54] billion, [removed: $4.59] [added: $4.12] billion and [removed: $4.43] [added: $4.59] billion, respectively.

[removed: Copies of our Corporate Governance Guidelines, Code of Corporate Conduct and charters for the Audit] Committee, [removed: Compensation and Management Development Committee,] Corporate Governance and Nominating Committee, and Environmental Sustainability and Community Committee of our Board of Directors (the Board) are also available on our Internet website.

We will provide electronic or paper copies of [added: these documents free of charge upon request.]

[removed: In October 2020, we announced that we] [added: We] are taking significant steps to support a global hydrogen and clean fuel economy, through the production of green and [removed: low-carbon] [added: blue] ammonia.

Since ammonia is one of the most efficient ways to transport and store hydrogen and is also a fuel in its own right, we believe that the Company, as the world’s largest producer of ammonia, with an unparalleled manufacturing and distribution network and deep technical expertise, is uniquely positioned to fulfill anticipated demand for hydrogen and ammonia from green and [removed: low-carbon] [added: blue] sources.

Our approach [removed: will focus on] [added: includes] green ammonia production, which refers to ammonia produced through a carbon-free process, and [removed: low-carbon ammonia,] [added: blue ammonia production,] which relates to ammonia produced by conventional processes but with CO2 removed through carbon capture and sequestration (CCS) and other certified carbon abatement projects.

We operated as a traditional manufacturing and supply cooperative until 2002, when we adopted a new business model that established financial performance as our principal objective, rather than assured supply [removed: to] [added: for] our owners.

[removed: At the time of the IPO, our assets consisted of one wholly owned nitrogen manufacturing facility] in Louisiana, United States; a joint venture nitrogen manufacturing facility in Alberta, Canada, of which we owned 66 percent; a phosphate mining and manufacturing operation in Florida, United States; and distribution facilities throughout North America.

As a result of the Terra acquisition, we acquired five nitrogen fertilizer manufacturing facilities, an approximately 75.3% interest in [removed: TNCLP] [added: Terra Nitrogen Company, L.P. (TNCLP)] and certain joint venture interests.

Prior to April 2, 2018, Terra Nitrogen, Limited Partnership, which owns and operates our nitrogen manufacturing facility in Verdigris, Oklahoma, was a subsidiary of [removed: Terra Nitrogen Company, L.P. (TNCLP).][added: TNCLP.]

Total other operating costs and expenses (consisting [added: primarily] of selling, general and administrative expenses and other operating—net) and non-operating expenses [removed: (interest] [added: (consisting primarily of interest] and income taxes), are centrally managed and are not included in the measurement of segment profitability reviewed by management.

See Note [removed: 21—Segment] [added: 22—Segment] Disclosures for additional information.

[removed: *Our Products*][added: Our Products]

| | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | [removed: 2018] [added: 2019] | | | | | | | | |

| Ammonia | | | [removed: 3,767] [added: 3,589] | | | | | | $ | [removed: 1,020] [added: 1,787] | | | | | [removed: 3,516] [added: 3,767] | | | | | | $ | [removed: 1,113] [added: 1,020] | | | | | [removed: 3,135] [added: 3,516] | | | | | | $ | [removed: 1,028] [added: 1,113] | |

| Granular urea | | | [removed: 5,148] [added: 4,290] | | | | | | [removed: 1,248] [added: 1,880] | | | | | | [removed: 4,849] [added: 5,148] | | | | | | [removed: 1,342] [added: 1,248] | | | | | | [removed: 4,898] [added: 4,849] | | | | | | [removed: 1,322] [added: 1,342] | | |

| UAN | | | [removed: 6,843] [added: 6,584] | | | | | | [removed: 1,063] [added: 1,788] | | | | | | [removed: 6,807] [added: 6,843] | | | | | | [removed: 1,270] [added: 1,063] | | | | | | [removed: 7,042] [added: 6,807] | | | | | | [removed: 1,234] [added: 1,270] | | |

| AN | | | [removed: 2,216] [added: 1,720] | | | | | | [removed: 455] [added: 510] | | | | | | [removed: 2,109] [added: 2,216] | | | | | | [removed: 506] [added: 455] | | | | | | [removed: 2,002] [added: 2,109] | | | | | | [removed: 460] [added: 506] | | |

| Other(1) | | | [removed: 2,322] [added: 2,318] | | | | | | [removed: 338] [added: 573] | | | | | | [removed: 2,257] [added: 2,322] | | | | | | [removed: 359] [added: 338] | | | | | | [removed: 2,252] [added: 2,257] | | | | | | [removed: 385] [added: 359] | | |

| Total | | | [removed: 20,296] [added: 18,501] | | | | | | $ | [removed: 4,124] [added: 6,538] | | | | | [removed: 19,538] [added: 20,296] | | | | | | $ | [removed: 4,590] [added: 4,124] | | | | | [removed: 19,329] [added: 19,538] | | | | | | $ | [removed: 4,429] [added: 4,590] | |

Gross margin was [added: $2.39 billion,] $801 [removed: million, $1,174] million and [removed: $917 million] [added: $1.17 billion] for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.

As of December 31, [removed: 2020,] [added: 2021,] the combined production capacity of these seven facilities represented approximately 37%, 42%, 44% and 19% of North American ammonia, granular urea, UAN and AN production capacity, respectively.

Each of our nitrogen manufacturing facilities in North America has on-site storage to provide [added: flexibility to manage the flow of outbound shipments without impacting production.]

[removed: We also operate] [added: Our] two United Kingdom nitrogen manufacturing facilities [removed: that] produce ammonia, AN and NPKs and serve primarily the British agricultural and industrial markets.

The following table shows the production capacities as of December 31, [removed: 2020] [added: 2021] at each of our nitrogen manufacturing facilities:

| Port Neal, Iowa | | | 1,230 | | | | | | [removed: 110] [added: 65] | | | | | | 800 | | | | | | 1,350 | | | | | | — | | | | | | [removed: 110] [added: 290] | | |

| | | | 10,530 | | | | | | [removed: 3,340] [added: 3,295] | | | | | | 7,325 | | | | | | 4,795 | | | | | | 2,235 | | | | | | [removed: 2,020] [added: 2,200] | | |

| Total | | | 10,890 | | | | | | [removed: 3,700] [added: 3,655] | | | | | | 7,325 | | | | | | 4,795 | | | | | | 2,235 | | | | | | [removed: 2,020] [added: 2,200] | | |

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Ammonia(1) | | | [removed: 10,353] [added: 9,349] | | | | | | [removed: 10,246] [added: 10,353] | | | | | | [removed: 9,805] [added: 10,246] | | |

| Granular urea | | | [removed: 5,001] [added: 4,123] | | | | | | [removed: 4,941] [added: 5,001] | | | | | | [removed: 4,837] [added: 4,941] | | |

| UAN (32%) | | | [removed: 6,677] [added: 6,763] | | | | | | [removed: 6,768] [added: 6,677] | | | | | | [removed: 6,903] [added: 6,768] | | |

| AN | | | [removed: 2,115] [added: 1,646] | | | | | | [removed: 2,128] [added: 2,115] | | | | | | [removed: 1,731] [added: 2,128] | | |

[removed: *Nitrogen Fertilizer] [added: Nitrogen Product] Raw [removed: Materials*][added: Materials]

In [removed: 2020,] [added: 2021,] natural gas accounted for approximately [removed: one-third] [added: 40%] of our total production costs for nitrogen products.

Our nitrogen manufacturing facilities have access to abundant, competitively-priced natural gas through a reliable network of pipelines that are connected to major natural gas trading [removed: hubs near the facilities.][added: hubs.]

Our facilities utilize the following natural gas hubs: Henry Hub in Louisiana; SONAT [removed: in Louisiana;] [added: and] TETCO ELA in Louisiana; ONEOK in Oklahoma; AECO in Alberta; Ventura in Iowa; Demarcation in Kansas; Welcome in Minnesota; Dawn [removed: in Ontario;] [added: and] Parkway in Ontario; and the National Balancing Point (NBP) in the United Kingdom.

All references to “CF Industries” refer to CF Industries, Inc., a 100% owned subsidiary of CF Industries Holdings, Inc. References to tons refer to short tons and references to tonnes refer to metric tons.

Our mission is to provide clean energy to feed and fuel the world sustainably.

With our employees focused on safe and reliable operations, environmental stewardship, and disciplined capital and corporate management, we are on a path to decarbonize our ammonia production network – the world’s largest – to enable green and blue hydrogen and nitrogen products for energy, fertilizer, emissions abatement and other industrial activities.

Our nine manufacturing complexes in the United States, Canada and the United Kingdom, an extensive storage, transportation and distribution network in North America, and logistics capabilities enabling a global reach underpin our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy.

Copies of our Corporate Governance Guidelines, Code of Corporate Conduct and charters for the Audit Committee, Compensation and Management Development

In October 2020, we announced an initial green ammonia project at our Donaldsonville complex.

In April 2021, we signed an engineering and procurement contract with thyssenkrupp to supply a 20 MW alkaline water electrolysis plant to produce green hydrogen at our Donaldsonville complex.

Construction and installation, which is being managed by us, began in the fourth quarter of 2021 and is expected to finish in 2023, with an estimated total cost of approximately $100 million.

The cost of the project is expected to fit within our annual capital expenditure budgets.

We will integrate the green hydrogen generated by the electrolysis plant into existing ammonia synthesis loops to enable the production of approximately 20,000 tons per year of green ammonia.

We believe that, when completed in 2023, the Donaldsonville green ammonia project will be the largest of its kind in North America.

In the third quarter of 2021, we signed a memorandum of understanding with Mitsui & Co., Inc. (Mitsui) that will guide us in a joint exploration of the development of blue ammonia projects in the United States.

The preliminary studies we are conducting with Mitsui cover areas such as blue ammonia supply and supply chain infrastructure, CO2 transportation and storage, expected environmental impacts, and blue ammonia economics and marketing opportunities in Japan and in other countries.

We have also announced steps to produce blue ammonia from our ammonia production network.

In the fourth quarter of 2021, our Board of Directors authorized projects that will enable the annual production of up to 1.25 million tons of blue ammonia from our existing network starting in 2024.

The projects will involve constructing units at our Donaldsonville and Yazoo City complexes that dehydrate and compress CO2, a process essential for CO2 transport via pipeline to sequestration sites.

Management expects that, once the units are in service and sequestration is initiated, we could sequester up to 2.5 million tons of CO2 per year (2 million tons at Donaldsonville and 500,000 tons at Yazoo City).

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

Construction of the units at the Donaldsonville complex is expected to begin in 2022 and to be completed in 2024, with an estimated total cost of $200 million.

The Yazoo City project will be timed to coincide with CO2 transport pipeline construction.

Once started, the project is expected to be completed in three years with an estimated total cost of $85 million.

In addition, we are currently in advanced discussions with several parties regarding transportation and sequestration of CO2 from Donaldsonville.

At the time of the IPO, our assets consisted of one wholly owned nitrogen manufacturing facility

Production at the Ince facility is currently idled as of the date of this report.

Nitrogen Manufacturing Facilities

Production at the Ince facility is currently idled as of the date of this report due to the impact of the current energy crisis in the United Kingdom that is more fully described in Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview of CF Holdings—Market Conditions and Current Developments—United Kingdom Energy Crisis.

| Leased(3) | | | 6 | | | | | | 89 | | | | | | 2 | | | | | | 32 | | | | | | 21 | | | | | | 276 | | | | | | — | | | | | | — | | |

| Total In-Market | | | 28 | | | | | | 869 | | | | | | 2 | | | | | | 32 | | | | | | 29 | | | | | | 485 | | | | | | — | | | | | | — | | |

(2)The owned facilities that store UAN also can store ammonia.

See Note 18—Noncontrolling Interest for additional information on our strategic venture with CHS.

Producers of nitrogen-based fertilizers located in the Middle East, the Republic of Trinidad and Tobago, North Africa and Russia have been major exporters to North America in recent years.

Our production facilities emit greenhouse gases (GHGs), such as carbon dioxide and nitrous oxide.

Natural gas, a fossil fuel, is a primary raw material used in our nitrogen production process.

Our facilities were previously subject to the European Union Greenhouse Gas Emission Trading System (EU ETS), which generally required us to hold or obtain emission allowances to offset GHG emissions from those aspects of our operations that were subject to regulation under this program.

The UK ETS is similar to the EU ETS, although the U.K. ETS regulations established a lower emission cap than was established under the EU ETS.

The fee under the OBPS for calendar year 2021 was CAD $40 per tonne of excess carbon dioxide equivalent emissions, and will be CAD $50 per tonne in 2022.

Under the current program, the excess emission fee will increase by CAD $15 per year after 2022, reaching CAD $170 per tonne by 2030.

Accordingly, the Ontario EPS became applicable on January 1, 2022.

In addition, if we seek to modify or expand any of our major facilities and as a result, are required to

We are a leading global manufacturer of hydrogen and nitrogen products for clean energy, fertilizer, emissions abatement, and other industrial applications.

We operate nitrogen manufacturing complexes in the United States, Canada and the United Kingdom, which are among the most cost-advantaged, efficient and flexible in the world, and an extensive storage, transportation and distribution network in North America.

Our 3,000 employees focus on safe and reliable operations, environmental stewardship and disciplined capital and corporate management, driving our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy.

these documents free of charge upon request.

Our strategy is to leverage our unique capabilities to accelerate the world’s transition to clean energy.

We have announced an initial green ammonia project at our flagship Donaldsonville nitrogen complex to produce approximately 20,000 tons per year of green ammonia.

Additionally, we are developing CCS and other carbon abatement projects across our production facilities that will enable us to produce low-carbon ammonia.

flexibility to manage the flow of outbound shipments without impacting production.

| Leased(2) | | | 6 | | | | | | 124 | | | | | | 2 | | | | | | 32 | | | | | | 24 | | | | | | 391 | | | | | | — | | | | | | — | | |

| Total In-Market | | | 28 | | | | | | 904 | | | | | | 2 | | | | | | 32 | | | | | | 33 | | | | | | 635 | | | | | | — | | | | | | — | | |

The United Kingdom has adopted GHG emissions regulations, including regulations to implement the European Union Greenhouse Gas Emission Trading System (EU ETS).

The steam boilers at each of our U.K. sites have also been subject to the EU ETS, and have been required to hold or obtain emissions allowances to offset GHG emissions.

Notwithstanding the exit of the United Kingdom from the European Union (Brexit) on January 31, 2020, facilities in the United Kingdom remained subject to the EU ETS through the end of 2020.

At least initially, the UK ETS is expected to be similar to the EU ETS, although the U.K. government has stated that it intends to establish an emissions cap that is lower than what it would have been had the United Kingdom remained subject to the EU ETS.

In December 2020, the Canadian federal government announced that it intended to increase the price of excess emissions of CO2e by CAD $15 per ton for each year beginning in 2023, with the price of excess CO2e emissions reaching CAD $170 per ton by 2030.

The Saskatchewan Court of Appeal (in May 2019) and the Ontario Court of Appeal (in June 2019) each held that the Greenhouse Pollution Pricing Act (GPPA) was validly enacted under the Canadian constitution, while the Alberta Court of Appeal ruled in February 2020 that the GPPA was unconstitutional.

Oral argument on the appeal of these decisions was heard by the Supreme Court of Canada in September 2020.

In January 2017, Ontario launched its own GHG cap and trade program and beginning January 1, 2018, Ontario’s cap and trade program was linked with the cap and trade programs in Quebec and California.

Our Courtright Nitrogen Complex was subject to the Ontario cap and trade program.

However, the Ontario government rescinded the cap and trade program in June 2018.

Because Ontario no longer had a GHG regulatory regime, the federal government imposed the OBPS in the province beginning in 2019.

Except for registration and recordkeeping provisions, the EPS has not yet gone into effect in Ontario and facilities in Ontario are subject to the federal OBPS.

Beginning in 2018, our Medicine Hat Nitrogen Complex became subject to the Carbon Competitiveness Incentive Regulation (CCIR).

This regulation establishes product-specific benchmarks based on the most efficient GHG-emitting facilities in a sector.

A facility with emissions that exceeded the applicable benchmark was required to take action to reduce its GHG emissions intensity, purchase emissions offsets or performance credits, or make contributions to Alberta’s climate fund.

The federal government had determined that Alberta’s CCIR meets its stringency requirements and did not impose the OBPS in 2019.

Other than

On December 12, 2015, 195 countries adopted by consensus a new international agreement known as the Paris Agreement.

The Paris Agreement was accepted by the United States and ratified by Canada and the United Kingdom and went into effect in November 2016.

The EU has announced a new target to reduce its GHG emission 55% below 1990 levels by 2030.

On November 4, 2019, the United States submitted formal notice of its withdrawal from the Paris Agreement, which became effective on November 4, 2020, but on January 20, 2021, President Biden announced that the United States has rejoined the Paris Agreement.

This will require the United States to submit its own national plan for reducing GHG emissions.

*New Source Performance Standards for Nitric Acid Plants*

We operate 14 nitric acid plants in the United States.

On August 14, 2012, the EPA issued a final regulation revising air emission standards applicable to newly constructed, reconstructed or modified nitric acid plants.

The regulations will apply to these plants if and when we undertake activities or operations that are considered modifications, including physical changes that would allow us to increase our production capacity at these plants.

The regulations include certain provisions that could make it difficult for us to meet the limits on emissions of nitrogen oxides (NOx) notwithstanding pollution controls we may add to our plants, and accordingly, the regulations could impact our ability to expand production at our existing plants.

The EPA regulation did not include a limitation on emissions of nitrous oxide (a greenhouse gas).

In order to continue to improve the inclusiveness and diversity of our company and culture, our recently

Although we [removed: do] [added: did] not own or operate the facility or directly sell our products to West Fertilizer Co., products that the CF Entities manufactured and sold to others were delivered to the facility and may have been stored at the West facility at the time of the incident.

[removed: Over three hundred cases] [added: Nearly all of the cases, including all wrongful death and personal injury claims,] have been resolved pursuant to confidential settlements that have been or we expect will be fully funded by insurance.

The remaining [removed: cases] [added: subrogation and statutory indemnification claims total approximately $37 million, before prejudgment interest, and] are in various stages of discovery and pre-trial proceedings.

We believe we have strong legal and factual defenses and intend to continue defending the CF Entities vigorously in the [removed: pending] [added: remaining] lawsuits.

However, based upon currently available information, [removed: including available insurance coverage,] we [added: expect any potential loss to be fully indemnified by insurance and] do not believe that this litigation will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Business—Environmental, Health and Safety—CERCLA/Remediation Matters and Note [removed: 20—Contingencies] [added: 21—Contingencies] to our consolidated financial statements included in Item 8 of this report.

The remaining claims are expected to be set for trial in 2022.

The next group of cases is expected to be set for trial after the Court resumes scheduling civil jury trials currently on hold because of the coronavirus disease 2019 (COVID-19) pandemic.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

The aggregate market value of the registrant’s common stock held by non-affiliates as of June 30, [removed: 2020] [added: 2021] (the last business day of the registrant’s most recently completed second fiscal quarter), computed by reference to the closing sale price of the registrant’s common stock, was [removed: $5,984,082,631.][added: $11,001,041,821.]

[removed: 214,159,740] [added: 207,304,882] shares of the registrant’s common stock, par value $0.01 per share, were outstanding as of January [removed: 29, 2021.][added: 31, 2022.]

Portions of the registrant’s definitive proxy statement for its [removed: 2021] [added: 2022] annual meeting of stockholders (Proxy Statement) are incorporated by reference into Part III of this Annual Report on Form 10-K.

The Proxy Statement will be filed with the Securities and Exchange Commission, pursuant to Regulation 14A, not later than 120 days after the end of the [removed: 2020] [added: 2021] fiscal year, or, if the registrant does not file the Proxy Statement within such 120-day period, the registrant will amend this Annual Report on Form 10-K to include the information required under Part III hereof not later than the end of such 120-day period.

| | | | [Item [removed: 1.](#i78d6fe538eee477580bfaa53696caf60_16)] [added: 1.](#icb601558514d4864a3d1deaa3d9a6240_13)] | | | [removed: [Business](#i78d6fe538eee477580bfaa53696caf60_16)] [added: [Business](#icb601558514d4864a3d1deaa3d9a6240_13)] | | | [removed: [1](#i78d6fe538eee477580bfaa53696caf60_16)] [added: [1](#icb601558514d4864a3d1deaa3d9a6240_13)] | | |

| | | | [Item [removed: 1A.](#i78d6fe538eee477580bfaa53696caf60_19)] [added: 1A.](#icb601558514d4864a3d1deaa3d9a6240_16)] | | | [Risk [removed: Factors](#i78d6fe538eee477580bfaa53696caf60_19)] [added: Factors](#icb601558514d4864a3d1deaa3d9a6240_16)] | | | [removed: [12](#i78d6fe538eee477580bfaa53696caf60_19)] [added: [12](#icb601558514d4864a3d1deaa3d9a6240_16)] | | |

| | | | [Item [removed: 1B.](#i78d6fe538eee477580bfaa53696caf60_22)] [added: 1B.](#icb601558514d4864a3d1deaa3d9a6240_19)] | | | [Unresolved Staff [removed: Comments](#i78d6fe538eee477580bfaa53696caf60_22)] [added: Comments](#icb601558514d4864a3d1deaa3d9a6240_19)] | | | [removed: [28](#i78d6fe538eee477580bfaa53696caf60_22)] [added: [28](#icb601558514d4864a3d1deaa3d9a6240_19)] | | |

| | | | [Item [removed: 2.](#i78d6fe538eee477580bfaa53696caf60_25)] [added: 2.](#icb601558514d4864a3d1deaa3d9a6240_22)] | | | [removed: [Properties](#i78d6fe538eee477580bfaa53696caf60_25)] [added: [Properties](#icb601558514d4864a3d1deaa3d9a6240_22)] | | | [removed: [28](#i78d6fe538eee477580bfaa53696caf60_25)] [added: [28](#icb601558514d4864a3d1deaa3d9a6240_22)] | | |

| | | | [Item [removed: 3.](#i78d6fe538eee477580bfaa53696caf60_28)] [added: 3.](#icb601558514d4864a3d1deaa3d9a6240_25)] | | | [Legal [removed: Proceedings](#i78d6fe538eee477580bfaa53696caf60_28)] [added: Proceedings](#icb601558514d4864a3d1deaa3d9a6240_25)] | | | [removed: [28](#i78d6fe538eee477580bfaa53696caf60_28)] [added: [28](#icb601558514d4864a3d1deaa3d9a6240_25)] | | |

| | | | [Item [removed: 4.](#i78d6fe538eee477580bfaa53696caf60_31)] [added: 4.](#icb601558514d4864a3d1deaa3d9a6240_28)] | | | [Mine Safety [removed: Disclosures](#i78d6fe538eee477580bfaa53696caf60_31)] [added: Disclosures](#icb601558514d4864a3d1deaa3d9a6240_28)] | | | [removed: [28](#i78d6fe538eee477580bfaa53696caf60_31)] [added: [28](#icb601558514d4864a3d1deaa3d9a6240_28)] | | |

| | | | [Item [removed: 5.](#i78d6fe538eee477580bfaa53696caf60_37)] [added: 5.](#icb601558514d4864a3d1deaa3d9a6240_34)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i78d6fe538eee477580bfaa53696caf60_37)] [added: Securities](#icb601558514d4864a3d1deaa3d9a6240_34)] | | | [removed: [29](#i78d6fe538eee477580bfaa53696caf60_37)] [added: [29](#icb601558514d4864a3d1deaa3d9a6240_34)] | | |

| | | | [Item [removed: 6.](#i78d6fe538eee477580bfaa53696caf60_40)] [added: 6.](#icb601558514d4864a3d1deaa3d9a6240_37)] | | | [removed: [\[Reserved\]](#i78d6fe538eee477580bfaa53696caf60_40)] [added: [\[Reserved\]](#icb601558514d4864a3d1deaa3d9a6240_37)] | | | [removed: [29](#i78d6fe538eee477580bfaa53696caf60_40)] [added: [29](#icb601558514d4864a3d1deaa3d9a6240_37)] | | |

| | | | [Item [removed: 7.](#i78d6fe538eee477580bfaa53696caf60_43)] [added: 7.](#icb601558514d4864a3d1deaa3d9a6240_40)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i78d6fe538eee477580bfaa53696caf60_43)] [added: Operations](#icb601558514d4864a3d1deaa3d9a6240_40)] | | | [removed: [30](#i78d6fe538eee477580bfaa53696caf60_43)] [added: [30](#icb601558514d4864a3d1deaa3d9a6240_40)] | | |

| | | | [Item [removed: 7A.](#i78d6fe538eee477580bfaa53696caf60_79)] [added: 7A.](#icb601558514d4864a3d1deaa3d9a6240_79)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i78d6fe538eee477580bfaa53696caf60_79)] [added: Risk](#icb601558514d4864a3d1deaa3d9a6240_79)] | | | [removed: [59](#i78d6fe538eee477580bfaa53696caf60_79)] [added: [62](#icb601558514d4864a3d1deaa3d9a6240_79)] | | |

| | | | [Item [removed: 8.](#i78d6fe538eee477580bfaa53696caf60_82)] [added: 8.](#icb601558514d4864a3d1deaa3d9a6240_82)] | | | [Financial Statements and Supplementary [removed: Data](#i78d6fe538eee477580bfaa53696caf60_82)] [added: Data](#icb601558514d4864a3d1deaa3d9a6240_82)] | | | [removed: [60](#i78d6fe538eee477580bfaa53696caf60_82)] [added: [63](#icb601558514d4864a3d1deaa3d9a6240_82)] | | |

| | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#i78d6fe538eee477580bfaa53696caf60_85)] [added: Firm](#icb601558514d4864a3d1deaa3d9a6240_85)] | | | [removed: [60](#i78d6fe538eee477580bfaa53696caf60_85)] [added: [63](#icb601558514d4864a3d1deaa3d9a6240_85)] | | |

| | | | | | | [Consolidated Statements of [removed: Operations](#i78d6fe538eee477580bfaa53696caf60_88)] [added: Operations](#icb601558514d4864a3d1deaa3d9a6240_88)] | | | [removed: [62](#i78d6fe538eee477580bfaa53696caf60_88)] [added: [66](#icb601558514d4864a3d1deaa3d9a6240_88)] | | |

| | | | | | | [Consolidated Statements of Comprehensive [removed: Income](#i78d6fe538eee477580bfaa53696caf60_91)] [added: Income](#icb601558514d4864a3d1deaa3d9a6240_91)] | | | [removed: [63](#i78d6fe538eee477580bfaa53696caf60_91)] [added: [67](#icb601558514d4864a3d1deaa3d9a6240_91)] | | |

| | | | | | | [Consolidated Balance [removed: Sheets](#i78d6fe538eee477580bfaa53696caf60_94)] [added: Sheets](#icb601558514d4864a3d1deaa3d9a6240_94)] | | | [removed: [64](#i78d6fe538eee477580bfaa53696caf60_94)] [added: [68](#icb601558514d4864a3d1deaa3d9a6240_94)] | | |

| | | | | | | [Consolidated Statements of [removed: Equity](#i78d6fe538eee477580bfaa53696caf60_100)] [added: Equity](#icb601558514d4864a3d1deaa3d9a6240_97)] | | | [removed: [65](#i78d6fe538eee477580bfaa53696caf60_100)] [added: [69](#icb601558514d4864a3d1deaa3d9a6240_97)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#i78d6fe538eee477580bfaa53696caf60_106)] [added: Flows](#icb601558514d4864a3d1deaa3d9a6240_100)] | | | [removed: [66](#i78d6fe538eee477580bfaa53696caf60_106)] [added: [70](#icb601558514d4864a3d1deaa3d9a6240_100)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#i78d6fe538eee477580bfaa53696caf60_109)] [added: Statements](#icb601558514d4864a3d1deaa3d9a6240_103)] | | | [removed: [67](#i78d6fe538eee477580bfaa53696caf60_109)] [added: [71](#icb601558514d4864a3d1deaa3d9a6240_103)] | | |

| | | | [Item [removed: 9.](#i78d6fe538eee477580bfaa53696caf60_214)] [added: 9.](#icb601558514d4864a3d1deaa3d9a6240_187)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i78d6fe538eee477580bfaa53696caf60_214)] [added: Disclosure](#icb601558514d4864a3d1deaa3d9a6240_187)] | | | [removed: [112](#i78d6fe538eee477580bfaa53696caf60_214)] [added: [115](#icb601558514d4864a3d1deaa3d9a6240_187)] | | |

| | | | [Item [removed: 9A.](#i78d6fe538eee477580bfaa53696caf60_217)] [added: 9A.](#icb601558514d4864a3d1deaa3d9a6240_190)] | | | [Controls and [removed: Procedures](#i78d6fe538eee477580bfaa53696caf60_217)] [added: Procedures](#icb601558514d4864a3d1deaa3d9a6240_190)] | | | [removed: [112](#i78d6fe538eee477580bfaa53696caf60_217)] [added: [115](#icb601558514d4864a3d1deaa3d9a6240_190)] | | |

| | | | [Item [removed: 9B.](#i78d6fe538eee477580bfaa53696caf60_223)] [added: 9B.](#icb601558514d4864a3d1deaa3d9a6240_196)] | | | [Other [removed: Information](#i78d6fe538eee477580bfaa53696caf60_223)] [added: Information](#icb601558514d4864a3d1deaa3d9a6240_196)] | | | [removed: [114](#i78d6fe538eee477580bfaa53696caf60_223)] [added: [117](#icb601558514d4864a3d1deaa3d9a6240_196)] | | |

| | | | [Item [removed: 10.](#i78d6fe538eee477580bfaa53696caf60_229)] [added: 10.](#icb601558514d4864a3d1deaa3d9a6240_202)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i78d6fe538eee477580bfaa53696caf60_229)] [added: Governance](#icb601558514d4864a3d1deaa3d9a6240_202)] | | | [removed: [114](#i78d6fe538eee477580bfaa53696caf60_229)] [added: [117](#icb601558514d4864a3d1deaa3d9a6240_202)] | | |

| | | | [Item [removed: 11.](#i78d6fe538eee477580bfaa53696caf60_232)] [added: 11.](#icb601558514d4864a3d1deaa3d9a6240_205)] | | | [Executive [removed: Compensation](#i78d6fe538eee477580bfaa53696caf60_232)] [added: Compensation](#icb601558514d4864a3d1deaa3d9a6240_205)] | | | [removed: [114](#i78d6fe538eee477580bfaa53696caf60_232)] [added: [117](#icb601558514d4864a3d1deaa3d9a6240_205)] | | |

| | | | [Item [removed: 12.](#i78d6fe538eee477580bfaa53696caf60_235)] [added: 12.](#icb601558514d4864a3d1deaa3d9a6240_208)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i78d6fe538eee477580bfaa53696caf60_235)] [added: Matters](#icb601558514d4864a3d1deaa3d9a6240_208)] | | | [removed: [114](#i78d6fe538eee477580bfaa53696caf60_235)] [added: [117](#icb601558514d4864a3d1deaa3d9a6240_208)] | | |

| | | | [Item [removed: 13.](#i78d6fe538eee477580bfaa53696caf60_238)] [added: 13.](#icb601558514d4864a3d1deaa3d9a6240_211)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i78d6fe538eee477580bfaa53696caf60_238)] [added: Independence](#icb601558514d4864a3d1deaa3d9a6240_211)] | | | [removed: [115](#i78d6fe538eee477580bfaa53696caf60_238)] [added: [118](#icb601558514d4864a3d1deaa3d9a6240_211)] | | |

| | | | [Item [removed: 14.](#i78d6fe538eee477580bfaa53696caf60_241)] [added: 14.](#icb601558514d4864a3d1deaa3d9a6240_214)] | | | [Principal Accountant Fees and [removed: Services](#i78d6fe538eee477580bfaa53696caf60_241)] [added: Services](#icb601558514d4864a3d1deaa3d9a6240_214)] | | | [removed: [115](#i78d6fe538eee477580bfaa53696caf60_241)] [added: [118](#icb601558514d4864a3d1deaa3d9a6240_214)] | | |

| | | | [Item [removed: 15.](#i78d6fe538eee477580bfaa53696caf60_247)] [added: 15.](#icb601558514d4864a3d1deaa3d9a6240_220)] | | | [Exhibits and Financial Statement [removed: Schedules](#i78d6fe538eee477580bfaa53696caf60_247)] [added: Schedules](#icb601558514d4864a3d1deaa3d9a6240_220)] | | | [removed: [115](#i78d6fe538eee477580bfaa53696caf60_247)] [added: [118](#icb601558514d4864a3d1deaa3d9a6240_220)] | | |

| | | | [Item [removed: 16.](#i78d6fe538eee477580bfaa53696caf60_250)] [added: 16.](#icb601558514d4864a3d1deaa3d9a6240_223)] | | | [Form 10-K [removed: Summary](#i78d6fe538eee477580bfaa53696caf60_250)] [added: Summary](#icb601558514d4864a3d1deaa3d9a6240_223)] | | | [removed: [115](#i78d6fe538eee477580bfaa53696caf60_250)] [added: [118](#icb601558514d4864a3d1deaa3d9a6240_223)] | | |

| [PART I](#icb601558514d4864a3d1deaa3d9a6240_10) | | | | | | | | | | | |

| [PART II](#icb601558514d4864a3d1deaa3d9a6240_31) | | | | | | | | | | | |

| | | | [Item 9](#icb601558514d4864a3d1deaa3d9a6240_1978)[C](#icb601558514d4864a3d1deaa3d9a6240_1978)[.](#icb601558514d4864a3d1deaa3d9a6240_1978) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Ins](#icb601558514d4864a3d1deaa3d9a6240_1978)[p](#icb601558514d4864a3d1deaa3d9a6240_1978)[e](#icb601558514d4864a3d1deaa3d9a6240_1978)[ctions](#icb601558514d4864a3d1deaa3d9a6240_1978) | | | [117](#icb601558514d4864a3d1deaa3d9a6240_196) | | |

| [PART III](#icb601558514d4864a3d1deaa3d9a6240_199) | | | | | | | | | | | |

| [PART IV](#icb601558514d4864a3d1deaa3d9a6240_217) | | | | | | | | | | | |

| [PART I](#i78d6fe538eee477580bfaa53696caf60_13) | | | | | | | | | | | |

| [PART II](#i78d6fe538eee477580bfaa53696caf60_34) | | | | | | | | | | | |

| [PART III](#i78d6fe538eee477580bfaa53696caf60_226) | | | | | | | | | | | |

| [PART IV](#i78d6fe538eee477580bfaa53696caf60_244) | | | | | | | | | | | |

Business—Nitrogen Manufacturing Facilities and Item 1.

Business—Reportable Segments and Item 1.

Certain of our distribution and storage facilities in the United States are subject to mortgages securing obligations under the Revolving Credit Agreement and our senior secured notes.

For additional information, see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt.

Our common stock is traded on the New York Stock Exchange under the symbol “CF.” As of February [removed: 16, 2021,] [added: 14, 2022,] there were [removed: 682] [added: 677] stockholders of record.

The following table sets forth share repurchases, on a trade date basis, for each of the three months of the quarter ended December 31, [removed: 2020:][added: 2021:]

| Period | | | Total number of shares (or units) [removed: purchased(1)] [added: purchased] | | | | | | Average price paid per share (or [removed: unit)] [added: unit)(1)] | | | | | | Total number of shares (or units) purchased as part of publicly announced plans or programs(2) | | | | | | Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (in thousands)(2) | | |

[removed: (1)Represents] [added: (3)Represents] shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units and [added: upon] the exercise of nonqualified stock [added: options, and shares withheld to cover the price of shares issued upon the exercise of nonqualified stock] options.

(2)On February 13, 2019, [added: we announced that] our Board of Directors authorized [removed: management to] [added: the] repurchase [removed: CF Holdings common stock for a total expenditure] of up to $1 billion [added: of CF Holdings common stock] through December 31, [removed: 2021.][added: 2021 (the 2019 Share Repurchase Program).]

[removed: This] [added: These] share repurchase [removed: program is] [added: programs are] discussed in Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Share Repurchase [removed: Program] [added: Programs] and in Note [removed: 18—Stockholders’] [added: 19—Stockholders’] Equity, in the notes to the consolidated financial statements included in Item 8.

| October 1, 2021 - October 31, 2021 | | | 7,717 | | | (3) | | | $ | 60.56 | | | | | — | | | | | | $ | 513,429 | |

| November 1, 2021 - November 30, 2021 | | | 656,695 | | | (4) | | | 64.32 | | | | | | 652,352 | | | | | | 471,441 | | |

| December 1, 2021 - December 31, 2021 | | | 6,816,628 | | | (5) | | | 65.85 | | | | | | 6,816,416 | | | | | | 22,577 | | |

| Total | | | 7,481,040 | | | | | | $ | 65.71 | | | | | 7,468,768 | | | | | | | | |

(1)Average price paid per share of CF Industries Holdings, Inc. (CF Holdings) common stock repurchased under the 2019 Stock Repurchase Program, as defined below, is the execution price, excluding commissions paid to brokers.

On November 3, 2021, we announced that our Board of Directors authorized the repurchase of up to $1.5 billion of CF Holdings common stock from January 1, 2022 through December 31, 2024 (the 2021 Share Repurchase Program).

(4)Includes 4,343 shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units and performance restricted stock units.

(5)Includes 212 shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units.

| October 1, 2020 - October 31, 2020 | | | 5,059 | | | | | | $ | 31.33 | | | | | — | | | | | | $ | 563,407 | |

| November 1, 2020 - November 30, 2020 | | | — | | | | | | — | | | | | | — | | | | | | 563,407 | | |

| December 1, 2020 - December 31, 2020 | | | 70,392 | | | | | | 39.54 | | | | | | — | | | | | | 563,407 | | |

| Total | | | 75,451 | | | | | | $ | 38.99 | | | | | — | | | | | | | | |

[removed: Opinion] [added: *Opinion] on the Consolidated Financial [removed: Statements][added: Statements*]

We have audited the accompanying consolidated balance sheets of CF Industries Holdings, Inc. and subsidiaries (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control* *–* *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, [removed: 2021] [added: 2022] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

[removed: Basis] [added: *Basis] for [removed: Opinion][added: Opinion*]

[removed: Critical] [added: *Critical] Audit [removed: Matter][added: Matters*]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [removed: a] critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

As discussed in Note [removed: 11] [added: 12] to the consolidated financial statements, the Company’s projected benefit obligation (PBO) associated with its [added: defined benefit] pension plans established in North America and the United Kingdom were [removed: $884] [added: $841] million and [removed: $643] [added: $590] million as of December 31, [removed: 2020,] [added: 2021,] respectively.

Determining the PBO requires the Company to make assumptions, including the selection of a discount rate for [removed: both] [added: each of] the North American and United Kingdom plans and [added: assumptions relating to inflationary increases, including but not limited to] an adjusted retail price index (RPI) for the United Kingdom plans.

The selected discount rate and [removed: RPI] [added: estimated inflationary increases] are then applied to these future benefit payments in determining the present value of those obligations as of December 31, [removed: 2020.][added: 2021.]

Specialized skills were needed to evaluate the assumptions regarding the discount rates utilized in the measurement of the PBO for [removed: both] [added: each of] the North American and United Kingdom plans and the adjusted RPI utilized in the measurement of the PBO for the Company’s United Kingdom plans.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s pension accounting process, including controls related to the determination of discount rates and adjusted RPI assumptions utilized in determining the Company’s PBO for [removed: both] [added: each of] the North American and United Kingdom pension plans.

[removed: –developed] [added: - developed] an understanding and assessed the methods used by the Company’s actuaries to develop the discount rates and adjusted RPI

[removed: –evaluated] [added: - evaluated] the relevance and reliability of information used by the Company’s actuaries in the development of the discount rates and the adjusted RPI

[removed: –evaluated] [added: - evaluated] the North American discount rates’ period over period change using market trends based on published yield curves and indices

[removed: –recalculated] [added: - recalculated] the Company’s single equivalent discount rate using the PBO cash flows and the Company’s actuaries’ proprietary yield curve for the North American discount rates

[removed: –independently] [added: - independently] developed a single equivalent discount rate using the PBO cash flows and publicly available yield curves for the North American pension plans, and compared that to the Company’s selected discount rates for North America

[removed: –developed] [added: - developed] discount rates using publicly available yield curves for the United Kingdom, adjusted for the assessment of the timing of payments expected to be made to beneficiaries under the Company’s pension plans, and compared those to the Company’s selected discount rates for the United Kingdom

[removed: –developed] [added: - developed] an inflationary factor using published spot rate projection based on the assessment of the timing of payments expected to be made to beneficiaries under the Company’s pension plans within the United Kingdom, and compared that to the Company’s adjusted RPI.

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Net sales | | | $ | [removed: 4,124] [added: 6,538] | | | | | $ | [removed: 4,590] [added: 4,124] | | | | | $ | [removed: 4,429] [added: 4,590] | |

| Cost of sales | | | [removed: 3,323] [added: 4,151] | | | | | | [removed: 3,416] [added: 3,323] | | | | | | [removed: 3,512] [added: 3,416] | | |

| Gross margin | | | [removed: 801] [added: 2,387] | | | | | | [removed: 1,174] [added: 801] | | | | | | [removed: 917] [added: 1,174] | | |

| Selling, general and administrative expenses | | | [removed: 206] [added: 223] | | | | | | [removed: 239] [added: 206] | | | | | | [removed: 214] [added: 239] | | |

| Other operating—net | | | [removed: (17)] [added: (39)] | | | | | | [removed: (73)] [added: (17)] | | | | | | [removed: (27)] [added: (73)] | | |

| Total other operating costs and expenses | | | [removed: 189] [added: 705] | | | | | | [removed: 166] [added: 189] | | | | | | [removed: 187] [added: 166] | | |

| Equity in earnings (loss) of operating affiliate | | | [removed: 11] [added: 47] | | | | | | [removed: (5)] [added: 11] | | | | | | [removed: 36] [added: (5)] | | |

| Operating earnings | | | [removed: 623] [added: 1,729] | | | | | | [removed: 1,003] [added: 623] | | | | | | [removed: 766] [added: 1,003] | | |

| Interest expense | | | [removed: 179] [added: 184] | | | | | | [removed: 237] [added: 179] | | | | | | [removed: 241] [added: 237] | | |

| Interest income | | | [removed: (18)] [added: (1)] | | | | | | [removed: (20)] [added: (18)] | | | | | | [removed: (13)] [added: (20)] | | |

| Loss on debt extinguishment | | | [removed: —] [added: 19] | | | | | | [removed: 21] [added: —] | | | | | | [removed: —] [added: 21] | | |

| Other non-operating—net | | | [removed: (1)] [added: (16)] | | | | | | [removed: (7)] [added: (1)] | | | | | | [removed: (9)] [added: (7)] | | |

| Earnings before income taxes | | | [removed: 463] [added: 1,543] | | | | | | [removed: 772] [added: 463] | | | | | | [removed: 547] [added: 772] | | |

| Income tax provision | | | [removed: 31] [added: 283] | | | | | | [removed: 126] [added: 31] | | | | | | [removed: 119] [added: 126] | | |

| Net earnings | | | [removed: 432] [added: 1,260] | | | | | | [removed: 646] [added: 432] | | | | | | [removed: 428] [added: 646] | | |

| Less: Net earnings attributable to noncontrolling [removed: interests] [added: interest] | | | [removed: 115] [added: 343] | | | | | | [removed: 153] [added: 115] | | | | | | [removed: 138] [added: 153] | | |

| Net earnings attributable to common stockholders | | | $ | [removed: 317] [added: 917] | | | | | $ | [removed: 493] [added: 317] | | | | | $ | [removed: 290] [added: 493] | |

| Basic | | | $ | [removed: 1.48] [added: 4.27] | | | | | $ | [removed: 2.24] [added: 1.48] | | | | | $ | [removed: 1.25] [added: 2.24] | |

| Diluted | | | $ | [removed: 1.47] [added: 4.24] | | | | | $ | [removed: 2.23] [added: 1.47] | | | | | $ | [removed: 1.24] [added: 2.23] | |

*Impairment of U.K. goodwill and long-lived assets*

As discussed in Note 6 to the consolidated financial statements, the Company recognized long-lived assets and goodwill impairment charges of $236 million and $285 million, respectively, in the year ended December 31, 2021.

Long-lived assets are reviewed for impairment at the asset group level whenever events or changes in circumstances indicate the asset group’s carrying amount may not be recoverable.

An entity may first assess qualitative factors to determine whether it is necessary perform a quantitative goodwill impairment test.

If a quantitative test for goodwill impairment is necessary, the Company must estimate the fair value of the reporting units to which goodwill is assigned.

Management concluded the United Kingdom (U.K.) energy crisis necessitated a quantitative impairment evaluation of long-lived assets and goodwill of the Company’s U.K. Ammonia, U.K. AN and U.K. Other asset groups and reporting units to determine if their fair value had declined below their carrying value.

Fair values of the asset groups and reporting units were estimated using the income approach.

Management’s estimated future cash flows for the U.K. asset groups and U.K. reporting units involved the use of significant judgments and assumptions with respect to forecasted product selling prices and projected natural gas costs, among other factors.

We identified the evaluation of the long-lived assets and goodwill impairment analyses for the U.K. Ammonia, U.K. AN, and U.K. Other asset groups and reporting units as a critical audit matter.

Subjective auditor judgment was required to evaluate the forecasted product selling prices and projected natural gas costs.

Changes to these assumptions could have had a substantial impact on the fair value of each asset group or reporting unit and, as a result, on the amount of the impairment charges recognized.

The following are the primary procedures we performed to address the critical audit matter:

- evaluated the design and tested the operating effectiveness of internal controls related to the valuation of long-lived assets and goodwill, including controls related to the assumptions about forecasted product selling prices and projected natural gas costs

- evaluated the forecasted product selling prices by comparing them to the Company’s historical selling prices and external market data

- evaluated the projected natural gas costs by comparing them to external market and industry data

- performed sensitivity analyses over forecasted product selling prices and projected natural gas costs to evaluate management’s selected assumptions relative to a range of reasonable outcomes.

| Goodwill impairment | | | 285 | | | | | | — | | | | | | — | | |

| Long-lived and intangible asset impairment | | | 236 | | | | | | — | | | | | | — | | |

| | | | 63 | | | | | | 46 | | | | | | 5 | | |

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | 917 | | | | | | — | | | | | | 917 | | | | | | 343 | | | | | | 1,260 | | |

| Retirement of treasury stock | | | — | | | | | | 554 | | | | | | (58) | | | | | | (496) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Acquisition of treasury stock under employee stock plans | | | — | | | | | | (13) | | | | | | — | | | | | | — | | | | | | — | | | | | | (13) | | | | | | — | | | | | | (13) | | |

| Deferred tax related to noncontrolling interest | | | — | | | | | | — | | | | | | 21 | | | | | | — | | | | | | — | | | | | | 21 | | | | | | — | | | | | | 21 | | |

| Balance as of December 31, 2021 | | | $ | 2 | | | | | $ | (2) | | | | | $ | 1,375 | | | | | $ | 2,088 | | | | | $ | (257) | | | | | $ | 3,206 | | | | | $ | 2,830 | | | | | $ | 6,036 | |

| Net earnings | | | $ | 1,260 | | | | | $ | 432 | | | | | $ | 646 | |

| Loss on debt extinguishment | | | 19 | | | | | | — | | | | | | 21 | | |

| Goodwill impairment | | | 285 | | | | | | — | | | | | | — | | |

| Long-lived and intangible asset impairment | | | 236 | | | | | | — | | | | | | — | | |

| Gain on sale of emission credits | | | (49) | | | | | | — | | | | | | — | | |

| Purchase of investments held in nonqualified employee benefit trust | | | (13) | | | | | | — | | | | | | — | | |

| Proceeds from sale of investments held in nonqualified employee benefit trust | | | 12 | | | | | | — | | | | | | — | | |

| Purchase of U.K. emission credits | | | (10) | | | | | | — | | | | | | — | | |

| Proceeds from sale of emission credits | | | 58 | | | | | | — | | | | | | — | | |

Our mission is to provide clean energy to feed and fuel the world sustainably.

With our employees focused on safe and reliable operations, environmental stewardship, and disciplined capital and corporate management, we are on a path to decarbonize our ammonia production network – the world’s largest – to enable green and blue hydrogen and nitrogen products for energy, fertilizer, emissions abatement and other industrial activities.

Our nine nitrogen manufacturing complexes in the United States, Canada and the United Kingdom, an extensive storage, transportation and distribution network in North America, and logistics capabilities enabling a global reach underpin our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy.

See Note 6—United Kingdom Energy Crisis and Impairment Charges and Note 7—Property, Plant and Equipment—Net for additional information.

During the year ended December 31, 2021, in addition to products purchased from PLNL, we recognized $68 million of revenue from sales of granular urea, which we purchased in order to satisfy obligations under contracts with our customers due primarily to the impact of Winter Storm Uri.

We offer cash incentives to certain customers generally based on the volume of their purchases over the fertilizer year ending June 30.

certain level of purchases within the incentive period.

Change in Accounting Principle

As discussed in Note 3 to the consolidated financial statements, the Company changed its method of accounting for Leases as of January 1, 2019 due to the adoption of Accounting Standards Update No. 2016-02, *Leases* *(Topic 842)*.

CF INDUSTRIES HOLDINGS, INC.

February 24, 2021

| | | | 46 | | | | | | 5 | | | | | | (97) | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance as of December 31, 2017 | | | $ | 2 | | | | | $ | — | | | | | $ | 1,397 | | | | | $ | 2,443 | | | | | $ | (263) | | | | | $ | 3,579 | | | | | $ | 3,105 | | | | | $ | 6,684 | |

| Adoption of ASU No. 2016-01 | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | | | | (1) | | | | | | — | | | | | | — | | | | | | — | | |

| Adoption of ASU No. 2014-09 | | | — | | | | | | — | | | | | | — | | | | | | (1) | | | | | | — | | | | | | (1) | | | | | | — | | | | | | (1) | | |

| Adoption of ASU No. 2018-02 | | | — | | | | | | — | | | | | | — | | | | | | 10 | | | | | | (10) | | | | | | — | | | | | | — | | | | | | — | | |

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | 290 | | | | | | — | | | | | | 290 | | | | | | 138 | | | | | | 428 | | |

| Acquisition of noncontrolling interests in TNCLP | | | — | | | | | | — | | | | | | (62) | | | | | | — | | | | | | — | | | | | | (62) | | | | | | (331) | | | | | | (393) | | |

| Acquisition of noncontrolling interests in TNCLP | | | — | | | | | | — | | | | | | (388) | | |

We are a leading global manufacturer of hydrogen and nitrogen products for clean energy, fertilizer, emissions abatement, and other industrial applications.

We operate nitrogen manufacturing complexes in the United States, Canada and the United Kingdom, which are among the most cost-advantaged, efficient and flexible in the world, and an extensive storage, transportation and distribution network in North America.

Our 3,000 employees focus on safe and reliable operations, environmental stewardship and disciplined capital and corporate management, driving our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy.

In 2018, we announced that Terra Nitrogen GP Inc. (TNGP), the sole general partner of Terra Nitrogen Company, L.P. (TNCLP) and an indirect wholly owned subsidiary of CF Holdings, elected to exercise its right to purchase all of the 4,612,562 publicly traded common units of TNCLP (the TNCLP Public Units).

On April 2, 2018, TNGP completed its purchase of the TNCLP Public Units (the Purchase) for an aggregate cash purchase price of $388 million.

Upon completion of the Purchase, we owned, through our subsidiaries, 100% of the general and limited partnership interests of TNCLP.

Prior to the purchase of the TNCLP Public Units, we owned approximately 75.3% of TNCLP through general and limited partnership interests and outside investors owned the remaining approximately 24.7% of the limited partnership, and we consolidated TNCLP into our financial statements.

The outside investors’ limited partnership interests in the partnership were included in noncontrolling interests in our consolidated financial statements prior to our purchase of the TNCLP Public Units.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

*Recently Adopted Pronouncements*

On January 1, 2019, we adopted ASU No. 2016-02, Leases (Topic 842), which supersedes the lease accounting requirements in ASC Topic 840, Leases.

This ASU requires lessees to recognize the rights and obligations resulting from virtually all leases (other than leases that meet the definition of a short-term lease) on their balance sheets as right-of-use assets with corresponding lease liabilities.

Extensive quantitative and qualitative disclosures, including significant judgments made by management, are required to provide greater insight into the extent of income and expense recognized and expected to be recognized from existing contracts.

We elected the optional transition method provided under ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which provides the option to adopt ASU No. 2016-02 as of the adoption date with a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.

The cumulative effect adjustment we recognized in the opening balance of retained earnings as of January 1, 2019 was not material.

In addition, we elected the package of practical expedients permitted under the transition guidance within ASU No. 2016-02, which allows us to carry forward the historical lease determination, lease classification, and assessment of initial direct costs.

*Recently Issued Pronouncement*

In December 2019, the Financial Accounting Standards Board issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.

This ASU adds new guidance to simplify accounting for income taxes, changes the accounting for certain income tax transactions and makes minor improvements to the codification.

The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020.

We do not expect our adoption of this ASU on January 1, 2021 will have a material effect on our consolidated financial statements.

Other than products

| North America | | | $ | 883 | | | | | $ | 1,243 | | | | | $ | 1,047 | | | | | $ | 186 | | | | | $ | 261 | | | | | $ | 3,620 | |

| Europe and other | | | 145 | | | | | | 79 | | | | | | 187 | | | | | | 274 | | | | | | 124 | | | | | | 809 | | |

| Total revenue | | | $ | 1,028 | | | | | $ | 1,322 | | | | | $ | 1,234 | | | | | $ | 460 | | | | | $ | 385 | | | | | $ | 4,429 | |

Under the supervision and with the participation of our senior management, including our principal executive officer and principal financial officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] using the criteria set forth in the *Internal Control—Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Based on this assessment, management has concluded that our internal control over financial reporting is effective as of December 31, [removed: 2020.][added: 2021.]

KPMG LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] which appears on the following page.

(c) *Changes in Internal Control over Financial Reporting.* There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

We have audited CF Industries Holdings, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control* *–* *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control* *–* *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively, the consolidated financial statements), and our report dated February 24, [removed: 2021] [added: 2022] expressed an unqualified opinion on those consolidated financial statements.

February 24, 2022

February 24, 2021

PART III

Not applicable.

PART III

Hagge, Javed Ahmed, [removed: John D.][added: Anne P.]

Information appearing under the following headings of the Proxy Statement is incorporated herein by reference: “Compensation Discussion and Analysis,” “Compensation Discussion and Analysis—Other Compensation Governance Practices and Considerations—Compensation and Benefits Risk Analysis,” “Compensation [removed: and Management Development] Committee Report,” “Executive Compensation” and “Corporate Governance—Director Compensation.”

Johnson, Anne P.

Equity Compensation Plan Information as of December 31, [removed: 2020][added: 2021]

(1)Includes [removed: 4,569,041] [added: 2,637,586] shares issuable pursuant to outstanding nonqualified stock options, [removed: 614,094] [added: 660,849] shares issuable pursuant to restricted stock units (RSUs) and [removed: 1,558,793] [added: 1,598,640] shares issuable pursuant to performance restricted stock units (PSUs) under our 2014 Equity and Incentive Plan and our 2009 Equity Incentive Plan.

The PSUs shown in the table above reflect the full amount awarded to plan participants in [removed: 2018, 2019] [added: 2019, 2020] and [removed: 2020.][added: 2021.]

[removed: The three-year performance periods for the PSUs awarded in 2018, 2019] and [removed: 2020] [added: 2021] are in each case composed of three one-year periods with performance goals set annually.

Because accounting rules require performance goals to be set before a PSU is determined for accounting purposes to have been granted, the number of PSUs reported as [added: outstanding as of December 31, 2021 in “Note 20—Stock-based Compensation” reflects all of the 2019 PSUs awarded, but only two-thirds of the 2020 PSUs awarded and one-third of the 2021 PSUs awarded.]

(2)RSUs and PSUs are not reflected in the [removed: weighted] [added: weighted-average] exercise price as these awards do not have an exercise price.

See Note [removed: 19—Stock-based] [added: 20—Stock-based] Compensation for additional information on the 2014 Equity and Incentive Plan.

| Equity compensation plans approved by security holders | | | 4,897,075 | | | | | | $ | 42.48 | | | | | 5,037,620 | | |

| Total | | | 4,897,075 | | | | | | $ | 42.48 | | | | | 5,037,620 | | |

The three-year performance periods for the PSUs awarded in 2019, 2020

| Equity compensation plans approved by security holders | | | 6,741,928 | | | | | | $ | 40.41 | | | | | 6,028,074 | | |

| Total | | | 6,741,928 | | | | | | $ | 40.41 | | | | | 6,028,074 | | |

outstanding as of December 31, 2020 in “Note 19—Stock-based Compensation” reflects all of the 2018 PSUs awarded, but only two-thirds of the 2019 PSUs awarded and one-third of the 2020 PSUs awarded.

Information appearing in the Proxy Statement under the headings “Proposal 4: Ratification of Selection of Independent [removed: Auditor] [added: Registered Public Accounting Firm] for [removed: 2021—Audit] [added: 2022—Audit] and Non-Audit Fees” and “Proposal 4: Ratification of Selection of Independent [removed: Auditor] [added: Registered Public Accounting Firm] for [removed: 2021—Pre-Approval] [added: 2022—Pre-Approval] of Audit and Non-Audit Services” is incorporated herein by reference.

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i78d6fe538eee477580bfaa53696caf60_85)] [added: Firm](#icb601558514d4864a3d1deaa3d9a6240_193) [(](#icb601558514d4864a3d1deaa3d9a6240_193)KPMG LLP, Chicago, IL, Auditor Firm ID: 185)] | | | [removed: [60](#i78d6fe538eee477580bfaa53696caf60_85)] [added: [63](#icb601558514d4864a3d1deaa3d9a6240_85)] | | |

| | | | [Consolidated Statements of [removed: Operations](#i78d6fe538eee477580bfaa53696caf60_88)] [added: Operations](#icb601558514d4864a3d1deaa3d9a6240_88)] | | | [removed: [62](#i78d6fe538eee477580bfaa53696caf60_88)] [added: [66](#icb601558514d4864a3d1deaa3d9a6240_88)] | | |

| | | | [Consolidated Statements of Comprehensive [removed: Income](#i78d6fe538eee477580bfaa53696caf60_91)] [added: Income](#icb601558514d4864a3d1deaa3d9a6240_91)] | | | [removed: [63](#i78d6fe538eee477580bfaa53696caf60_91)] [added: [67](#icb601558514d4864a3d1deaa3d9a6240_91)] | | |

| | | | [Consolidated Balance [removed: Sheets](#i78d6fe538eee477580bfaa53696caf60_94)] [added: Sheets](#icb601558514d4864a3d1deaa3d9a6240_94)] | | | [removed: [64](#i78d6fe538eee477580bfaa53696caf60_94)] [added: [68](#icb601558514d4864a3d1deaa3d9a6240_94)] | | |

| | | | [Consolidated Statements of [removed: Equity](#i78d6fe538eee477580bfaa53696caf60_100)] [added: Equity](#icb601558514d4864a3d1deaa3d9a6240_97)] | | | [removed: [65](#i78d6fe538eee477580bfaa53696caf60_100)] [added: [69](#icb601558514d4864a3d1deaa3d9a6240_97)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i78d6fe538eee477580bfaa53696caf60_106)] [added: Flows](#icb601558514d4864a3d1deaa3d9a6240_100)] | | | [removed: [66](#i78d6fe538eee477580bfaa53696caf60_106)] [added: [70](#icb601558514d4864a3d1deaa3d9a6240_100)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i78d6fe538eee477580bfaa53696caf60_109)] [added: Statements](#icb601558514d4864a3d1deaa3d9a6240_103)] | | | [removed: [67](#i78d6fe538eee477580bfaa53696caf60_109)] [added: [71](#icb601558514d4864a3d1deaa3d9a6240_103)] | | |

| A list of exhibits filed with this Annual Report on Form 10-K (or incorporated by reference to exhibits previously filed or furnished) is provided in the Exhibit Index on page [removed: [116](#i78d6fe538eee477580bfaa53696caf60_253)] [added: [119](#icb601558514d4864a3d1deaa3d9a6240_226)] of this report. | | | | | | | | |

| [2.2](http://www.sec.gov/Archives/edgar/data/1324404/000110465910014025/a10-5658_1ex2d1.htm) | | | | | | [Agreement and Plan of Merger, dated as of March 12, 2010, by and among CF Industries Holdings, Inc., Composite Merger Corporation and Terra Industries Inc. (incorporated by reference to Exhibit 2.1 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on March 12, [removed: 2010, File No. 001-32597)](http://www.sec.gov/Archives/edgar/data/1324404/000110465910014025/a10-5658_1ex2d1.htm)] [added: 2010](http://www.sec.gov/Archives/edgar/data/1324404/000110465910014025/a10-5658_1ex2d1.htm)[)](http://www.sec.gov/Archives/edgar/data/1324404/000110465910014025/a10-5658_1ex2d1.htm)] | | |

| [2.3](http://www.sec.gov/Archives/edgar/data/1324404/000110465913080054/a13-23221_1ex2d1.htm) | | | | | | [Asset Purchase Agreement, dated October 28, 2013, among CF Industries Holdings, Inc., CF Industries, Inc. and The Mosaic Company (incorporated by reference to Exhibit 2.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on November 1, [removed: 2013, File No. 001-32597)*](http://www.sec.gov/Archives/edgar/data/1324404/000110465913080054/a13-23221_1ex2d1.htm)] [added: 2013](http://www.sec.gov/Archives/edgar/data/1324404/000110465913080054/a13-23221_1ex2d1.htm)[)*](http://www.sec.gov/Archives/edgar/data/1324404/000110465913080054/a13-23221_1ex2d1.htm)] | | |

| [removed: [2.4](http://www.sec.gov/Archives/edgar/data/1324404/000110465915086046/a15-25300_1ex2d1.htm)] [added: [2.5](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex21.htm)] | | | | | | [removed: [Second] [added: [First Amendment to the Second] Amended and Restated Limited Liability Company Agreement of CF Industries Nitrogen, LLC, dated as of [removed: December 18, 2015,] [added: March 30, 2018,] by and [removed: between] [added: among] CF Industries [added: Nitrogen, LLC, CF Industries] Sales, [added: LLC, CF USA Holdings,] LLC and CHS Inc. (incorporated by reference to Exhibit 2.1 to CF Industries Holdings, Inc.’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed with the SEC on [removed: December 21, 2015, File No. 001-32597)*,](http://www.sec.gov/Archives/edgar/data/1324404/000110465915086046/a15-25300_1ex2d1.htm)] [added: May 3, 2018](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex21.htm)[)*](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex21.htm)] | | |

| [removed: [2.5](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex21.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex45.htm)[21](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex45.htm)] | | | | | | [removed: [First Amendment to the Second Amended and Restated Limited Liability Company Agreement of CF Industries Nitrogen, LLC,] [added: [Second Supplement,] dated as of March [removed: 30,] [added: 29,] 2018, [removed: by and among CF Industries Nitrogen, LLC, CF Industries Sales, LLC, CF USA Holdings, LLC and CHS Inc.] [added: relating to the 2044 Notes Supplement] (incorporated by reference to Exhibit [removed: 2.1] [added: 4.5] to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 3, [removed: 2018, File No. 001-32597)*](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex21.htm)] [added: 2018](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex45.htm)[)](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex45.htm)] | | |

| [3.1](http://www.sec.gov/Archives/edgar/data/1324404/000110465917046815/a17-18203_1ex3d2.htm) | | | | | | [Second Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.2 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on July 25, [removed: 2017, File No. 001-32597)](http://www.sec.gov/Archives/edgar/data/1324404/000110465917046815/a17-18203_1ex3d2.htm)] [added: 2017](http://www.sec.gov/Archives/edgar/data/1324404/000110465917046815/a17-18203_1ex3d2.htm)[)](http://www.sec.gov/Archives/edgar/data/1324404/000110465917046815/a17-18203_1ex3d2.htm)] | | |

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex31.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1324404/000132440421000015/cf-03312021xex31.htm)] | | | | | | [Fourth Amended and Restated Bylaws of CF Industries Holdings, Inc., effective October 14, 2015, as amended April 20, [removed: 2018 (incorporated] [added: 2018](https://www.sec.gov/Archives/edgar/data/1324404/000132440421000015/cf-03312021xex31.htm) [and as further amended May 4, 2021](https://www.sec.gov/Archives/edgar/data/1324404/000132440421000015/cf-03312021xex31.htm) [(incorporated] by reference to Exhibit 3.1 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on [removed: May 3, 2018, File No. 001-32597)](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex31.htm)] [added: May](https://www.sec.gov/Archives/edgar/data/1324404/000132440421000015/cf-03312021xex31.htm) [6](https://www.sec.gov/Archives/edgar/data/1324404/000132440421000015/cf-03312021xex31.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1324404/000132440421000015/cf-03312021xex31.htm)[21](https://www.sec.gov/Archives/edgar/data/1324404/000132440421000015/cf-03312021xex31.htm)[)](https://www.sec.gov/Archives/edgar/data/1324404/000132440421000015/cf-03312021xex31.htm)] | | |

| [4.1](http://www.sec.gov/Archives/edgar/data/1324404/000110465917046815/a17-18203_1ex4d3.htm) | | | | | | [Specimen common stock certificate (incorporated by reference to Exhibit 4.3 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on July 25, [removed: 2017, File No. 001-32597)](http://www.sec.gov/Archives/edgar/data/1324404/000110465917046815/a17-18203_1ex4d3.htm)] [added: 2017](http://www.sec.gov/Archives/edgar/data/1324404/000110465917046815/a17-18203_1ex4d3.htm)[)](http://www.sec.gov/Archives/edgar/data/1324404/000110465917046815/a17-18203_1ex4d3.htm)] | | |

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1324404/000132440420000006/cf-12312019xex42.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1324404/000132440422000008/cf-12312021xex42.htm)] | | | | | | [Description of common stock of CF Industries Holdings, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1324404/000132440420000006/cf-12312019xex42.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1324404/000132440422000008/cf-12312021xex42.htm)] | | |

| [4.3](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d1.htm) | | | | | | [Indenture, dated as of May 23, 2013, among CF Industries, Inc., CF Industries Holdings, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to CF Industries [removed: Holding,] [added: Holding](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d1.htm)[s](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d1.htm)[,] Inc.'s Current Report on Form 8-K filed with the SEC on May 23, [removed: 2013, File No. 001-32597)](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d1.htm)] [added: 2013](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d1.htm)[)](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d1.htm)] | | |

| [4.4](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d2.htm) | | | | | | [First Supplemental Indenture, dated as of May 23, 2013, among CF Industries, Inc., CF Industries Holdings, Inc. and Wells Fargo Bank, National Association, as trustee, relating to CF Industries, Inc.’s 3.450% Senior Notes due 2023 (includes form of note) (the “2023 Notes Supplement”) (incorporated by reference to Exhibit 4.2 to CF Industries [removed: Holding,] [added: Holding](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d2.htm)[s](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d2.htm)[,] Inc.’s Current Report on Form 8-K filed with the SEC on May 23, [removed: 2013, File No. 001-32597)](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d2.htm)] [added: 2013](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d2.htm)[)](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d2.htm)] | | |

| [4.5](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex410.htm) | | | | | | [First Supplement, dated as of November 21, 2016, relating to the 2023 Notes Supplement (incorporated by reference to Exhibit 4.10 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 23, [removed: 2017, File No. 001-32597)](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex410.htm)] [added: 2017](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex410.htm)[)](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex410.htm)] | | |

| [4.6](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex42.htm) | | | | | | [Second Supplement, dated as of March 29, 2018, relating to the 2023 Notes Supplement (incorporated by reference to Exhibit 4.2 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 3, [removed: 2018, File No. 001-32597)](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex42.htm)] [added: 2018](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex42.htm)[)](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex42.htm)] | | |

| [4.7](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex42.htm) | | | | | | [Third Supplement, dated as of March 22, 2019, relating to the 2023 Notes Supplement (incorporated by reference to Exhibit 4.2 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 2, [removed: 2019, File No. 001-32597)](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex42.htm)] [added: 2019](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex42.htm)[)](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex42.htm)] | | |

| [removed: [4.8](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d3.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d3.htm)[9](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d3.htm)] | | | | | | [Second Supplemental Indenture, dated as of May 23, 2013, among CF Industries, Inc., CF Industries Holdings, Inc. and Wells Fargo Bank, National Association, as trustee, relating to CF Industries, Inc.’s 4.950% Senior Notes due 2043 (includes form of note) (the “2043 Notes Supplement”) (incorporated by reference to Exhibit 4.3 to CF Industries [removed: Holding,] [added: Holding](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d3.htm)[s](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d3.htm)[,] Inc.’s Current Report on Form 8-K filed with the SEC on May 23, [removed: 2013, File No. 001-32597)](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d3.htm)] [added: 2013](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d3.htm)[)](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d3.htm)] | | |

| [removed: [4.9](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex412.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex412.htm)[10](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex412.htm)] | | | | | | [First Supplement, dated as of November 21, 2016, relating to the 2043 Notes Supplement (incorporated by reference to Exhibit 4.12 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 23, [removed: 2017, File No. 001-32597)](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex412.htm)] [added: 2017](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex412.htm)[)](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex412.htm)] | | |

| [removed: [4.10](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex43.htm)] [added: [4.1](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex43.htm)[1](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex43.htm)] | | | | | | [Second Supplement, dated as of March 29, 2018, relating to the 2043 Notes Supplement (incorporated by reference to Exhibit 4.3 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 3, [removed: 2018, File No. 001-32597)](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex43.htm)] [added: 2018](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex43.htm)[)](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex43.htm)] | | |

| [removed: [4.11](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex43.htm)] [added: [4.1](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex43.htm)[2](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex43.htm)] | | | | | | [Third Supplement, dated as of March 22, 2019, relating to the 2043 Notes Supplement (incorporated by reference to Exhibit 4.3 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 2, [removed: 2019, File No. 001-32597)](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex43.htm)] [added: 2019](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex43.htm)[)](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex43.htm)] | | |

| [removed: [4.12](http://www.sec.gov/Archives/edgar/data/1324404/000110465914018243/a14-7194_5ex4d2.htm)] [added: [4.1](http://www.sec.gov/Archives/edgar/data/1324404/000110465914018243/a14-7194_5ex4d2.htm)[4](http://www.sec.gov/Archives/edgar/data/1324404/000110465914018243/a14-7194_5ex4d2.htm)] | | | | | | [Third Supplemental Indenture, dated as of March 11, 2014, among CF Industries, Inc., CF Industries Holdings, Inc. and Wells Fargo Bank, National Association, as trustee, relating to CF Industries, Inc.’s 5.150% Senior Notes due 2034 (includes form of note) (the “2034 Notes Supplement”) (incorporated by reference to Exhibit 4.2 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on March 11, [removed: 2014, File No. 001-32597)](http://www.sec.gov/Archives/edgar/data/1324404/000110465914018243/a14-7194_5ex4d2.htm)] [added: 2014](http://www.sec.gov/Archives/edgar/data/1324404/000110465914018243/a14-7194_5ex4d2.htm)[)](http://www.sec.gov/Archives/edgar/data/1324404/000110465914018243/a14-7194_5ex4d2.htm)] | | |

| [removed: [4.13](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex414.htm)] [added: [4.15](https://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex414.htm)] | | | | | | [First Supplement, dated as of November 21, 2016, relating to the 2034 Notes Supplement (incorporated by reference to Exhibit 4.14 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 23, [removed: 2017, File No. 001-32597)](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex414.htm)] [added: 2017](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex414.htm)[)](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex414.htm)] | | |

| [removed: [4.14](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex44.htm)] [added: [4.16](https://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex44.htm)] | | | | | | [Second Supplement, dated as of March 29, 2018, relating to the 2034 Notes Supplement (incorporated by reference to Exhibit 4.4 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 3, [removed: 2018, File No. 001-32597)](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex44.htm)] [added: 2018](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex44.htm)[)](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex44.htm)] | | |

| [removed: [4.15](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex44.htm)] [added: [4.17](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex44.htm)] | | | | | | [Third Supplement, dated as of March 22, 2019, relating to the 2034 Notes Supplement (incorporated by reference to Exhibit 4.4 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 2, [removed: 2019, File No. 001-32597)](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex44.htm)] [added: 2019](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex44.htm)[)](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex44.htm)] | | |

| [removed: [4.16](http://www.sec.gov/Archives/edgar/data/1324404/000110465914018243/a14-7194_5ex4d3.htm)] [added: [4.19](http://www.sec.gov/Archives/edgar/data/1324404/000110465914018243/a14-7194_5ex4d3.htm)] | | | | | | [Fourth Supplemental Indenture, dated as of March 11, 2014, among CF Industries, Inc., CF Industries Holdings, Inc. and Wells Fargo Bank, National Association, as trustee, relating to CF Industries, Inc.'s 5.375% Senior Notes due 2044 (includes form of note) (the “2044 Notes Supplement”) (incorporated by reference to Exhibit 4.3 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on March 11, [removed: 2014, File No. 001-32597)](http://www.sec.gov/Archives/edgar/data/1324404/000110465914018243/a14-7194_5ex4d3.htm)] [added: 2014](http://www.sec.gov/Archives/edgar/data/1324404/000110465914018243/a14-7194_5ex4d3.htm)[)](http://www.sec.gov/Archives/edgar/data/1324404/000110465914018243/a14-7194_5ex4d3.htm)] | | |

| [removed: [4.17](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex416.htm)] [added: [4.20](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex416.htm)] | | | | | | [First Supplement, dated as of November 21, 2016, relating to the 2044 Notes Supplement (incorporated by reference to Exhibit 4.16 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 23, [removed: 2017, File No. 001-32597)](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex416.htm)] [added: 2017](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex416.htm)[)](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex416.htm)] | | |

| [removed: [4.18](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex45.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex45.htm)[22](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex45.htm)] | | | | | | [removed: [Second] [added: [Third] Supplement, dated as of March [removed: 29, 2018,] [added: 22, 2019,] relating to the 2044 Notes Supplement (incorporated by reference to Exhibit 4.5 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May [removed: 3, 2018, File No. 001-32597)](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex45.htm)] [added: 2, 2019](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex45.htm)[)](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex45.htm)] | | |

| [removed: [4.19](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex45.htm)] [added: [4.2](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex46.htm)[6](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex46.htm)] | | | | | | [removed: [Third Supplement,] [added: [Second Supplemental Indenture,] dated as of March 22, 2019, relating to the [removed: 2044] [added: 2021] Notes [removed: Supplement] [added: Indenture] (incorporated by reference to Exhibit [removed: 4.5] [added: 4.6] to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 2, [removed: 2019, File No. 001-32597)](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex45.htm)] [added: 2019](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex46.htm)[)](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex46.htm)] | | |