CF Industries Holdings (CF) 10-K risk factor changes: FY2022 vs FY2021

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

[removed: Our nitrogen] [added: Nitrogen] products are global commodities, and we face intense global competition from other producers.

[removed: Most fertilizers and related] [added: The] nitrogen products that we [removed: produce, such as industrial grade ammonium nitrate (AN) and DEF,] [added: produce] 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.

Furthermore, certain governments, in some cases as owners of some of our competitors, may be willing to accept lower prices and profitability on their products or subsidize production or consumption in order to support domestic employment or other political or social [added: goals.]

Our competitive position could suffer [added: as a result of these factors, including] if we are not able to expand our own resources to a similar extent, either through investments in new or existing operations or through acquisitions or joint ventures.

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

Any resulting increase in export volume could adversely affect the balance between global supply and demand and [removed: may] put downward pressure on global fertilizer prices, which could materially adversely affect our business, financial condition, results of operations and cash flows.

In addition, [added: in recent years,] high volumes of urea ammonium nitrate solution (UAN) imports from Russia and [added: The Republic of] Trinidad and Tobago [added: (Trinidad)] have negatively affected U.S. producers’ UAN profitability.

North America, where we manufacture and sell most of our products, is one of the largest and most [removed: liquid] [added: accessible] nitrogen trading regions in the world.

On October 9, 2019, the European Commission (the Commission) imposed definitive anti-dumping duties on imports to the European Union [added: (EU)] of UAN manufactured in Russia, [removed: the Republic of] Trinidad and [removed: Tobago and] the United States.

A decline in agricultural [removed: production or] [added: production,] limitations on the use of our products for agricultural purposes [added: or developments in crop technology] could materially adversely affect the demand for our products.

Conditions in the United States, Europe, India, Brazil, China and other [added: countries and regions of] global [added: significance in] agricultural [removed: areas] [added: production] significantly impact our operating results.

Ethanol production in the United States contributes significantly to corn demand, representing approximately [removed: 35%] [added: 40%] of total U.S. corn demand, due in part to federal legislation mandating use of renewable fuels.

[removed: An] [added: The resulting] increase in ethanol production has led to an increase in the amount of corn grown in the United States and to increased fertilizer usage on both corn and other crops that have also [removed: benefited from improved farm economics.]

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

Lower gasoline prices and fewer aggregate miles, driven by increased automobile fuel efficiency, the continued expansion of electric vehicle use or the impact of decreased [added: travel, such as the decreased] travel [removed: resulting from] [added: experienced during] 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.

Widespread adoption of emerging application technologies or alternative farming techniques could disrupt traditional application practices, affecting the volume or types of [added: fertilizer] products used and timing of applications.

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

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

[removed: In addition, any] [added: Any] increases in the volume of liquefied natural gas exported from the [removed: U.S.] [added: United States] to other regions, [added: or increases in the usage of hydraulic fracturing outside the United States,] particularly [added: in] regions where nitrogen products are produced, could increase our natural gas costs and/or lower natural gas costs for our competitors.

If [removed: high] natural gas prices [added: outside of North America] were to [removed: persist in] [added: decrease or] North [removed: America and significantly erode] [added: American natural gas prices were to increase,] our favorable energy cost differentials relative to the [added: industry’s] marginal nitrogen [removed: producers, it] [added: producers] could [added: significantly erode, which could] have a material adverse effect on our business, financial condition, results of operations and cash flows.

During [removed: 2021,] [added: 2022,] the daily closing price at the Henry Hub, the most heavily-traded natural gas pricing point in North America, reached a low of [removed: $2.36] [added: $3.45] per MMBtu on [removed: April 7, 2021] [added: November 10, 2022] and a high of [removed: $23.61] [added: $9.85] per MMBtu on [removed: February 18, 2021.][added: August 23, 2022.]

During the three-year period ended December 31, [removed: 2021,] [added: 2022,] the daily closing price at the Henry Hub reached a low of $1.34 per [removed: MMBtu on September 22, 2020 and three consecutive days in October 2020 and a high of $23.61 per MMBtu on February 18, 2021.]

We also have [added: a] manufacturing [removed: facilities] [added: facility] located in the United Kingdom.

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

During [removed: 2021,] [added: 2022,] the daily closing price at NBP reached a low of [removed: $5.58] [added: $1.23] per MMBtu on [removed: February 23, 2021] [added: June 10, 2022] and a high of [removed: $60.10] [added: $67.08] per MMBtu on [removed: December 22, 2021.][added: March 8, 2022.]

During the three-year period ended December 31, [removed: 2021,] [added: 2022,] the daily closing price at NBP reached a low of $1.04 per MMBtu on May 22, 2020 and a high of [removed: $60.10] [added: $67.08] per MMBtu on [removed: December 22, 2021.][added: March 8, 2022.]

The high price for natural gas in the United Kingdom has had an effect on our local [removed: operations, resulting] [added: operations] in the [removed: idling] [added: United Kingdom, including the permanent closure] of [removed: certain] [added: our Ince facility and the temporary idling] of [added: ammonia production at] our [removed: United Kingdom plants in 2021.][added: Billingham complex.]

Since the third quarter of 2021, the price for natural gas in the United Kingdom has [added: generally] remained [removed: high.][added: high relative to historical NBP prices.]

The average daily market price of natural gas at NBP for January [removed: 2022] [added: 2023] was [removed: $25.91] [added: $18.93] per MMBtu.

The price [removed: of natural gas in North America and worldwide] has [removed: been volatile in recent years and has] declined on average due in part to the development of significant natural gas reserves, including shale gas, and the rapid improvement in shale gas extraction techniques, such as hydraulic fracturing and horizontal drilling.

[removed: Future] [added: However, future] production of natural gas from shale formations could be reduced by regulatory changes that restrict drilling or hydraulic fracturing or increase its cost or by reduction in oil exploration and development prompted by lower oil prices resulting in production of less associated gas.

Colder and/or longer than normal winters and warmer than normal summers increase the demand for natural gas for [removed: power generation and for] residential and industrial [removed: use,] [added: use and for power generation,] which can increase the cost and/or decrease the availability of natural gas.

Our Donaldsonville complex is located in an area of the United States that experiences a relatively high level of hurricane or high wind activity and several of our complexes are located in areas that experience [removed: severe weather.][added: extreme weather events.]

[removed: 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 [removed: operations — any] [added: 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 [added: during the spring planting season, with a second period of strong demand following the fall harvest.]

As a result, we and/or our customers generally build inventories during the low demand periods of the year to ensure timely product availability during the peak [removed: sales seasons.][added: demand periods.]

Our customers may be less willing or even unwilling to purchase products on a forward basis during periods of generally decreasing or stable prices or during periods of relatively high fertilizer prices due to the expectation of lower prices in the [removed: future or limited capital resources.][added: future.]

Delays or interruptions in the delivery of natural gas or other raw materials may be caused by, among other things, [removed: severe] [added: extreme] weather or natural disasters, unscheduled downtime, labor difficulties or shortages, insolvency of our suppliers or their inability to meet existing contractual arrangements, deliberate sabotage and terrorist incidents, or mechanical failures.

[added: These transportation operations, equipment and services are subject to various hazards and other sources of disruption, including adverse operating conditions on the] inland waterway system, extreme weather conditions, system failures, [removed: work stoppages,] [added: unscheduled downtime, labor difficulties or shortages,] shutdowns, delays, accidents such as spills and derailments, vessel groundings and other accidents and operating hazards.

In addition, plans for building new facilities for green and blue ammonia have been announced by other companies and CF Holdings, such as our proposed plans for an export-oriented greenfield blue ammonia production facility in the southeastern United States.

In recent years, we have experienced periods of industry oversupply, which impacted our financial performance, credit ratings and the trading price for our common stock.

In addition, the Chinese government is currently limiting exports through a variety of measures.

Government policies in these regions may also stimulate future ammonia or hydrogen investments.

Recently, many proposed green and blue ammonia projects have been announced or considered, and future hydrogen, energy, or environmental/carbon policies may support development of additional nitrogen production in locations outside North America, including Europe, Australia and the Middle East.

benefited from improved farm economics.

Additionally, government incentives and other policies and recent increased investment in renewable biodiesel and associated soybean crush capacity may drive higher soybean oil prices, resulting in more planted acres allocated to soybeans and other oil crops and displacing some acreage traditionally planted to more nitrogen intensive crops such as grains and cotton.

Starting in October 2023, the United Kingdom will limit the use of unprotected or uninhibited urea products between January and March of every year.

MMBtu on September 22, 2020 and three consecutive days in October 2020 and a high of $23.61 per MMBtu on February 18, 2021.

Any significant adverse weather event or combination of adverse weather events

In addition, our customers may be unwilling to purchase products on a forward basis due to their limited capital resources.

Our ability to comply with the covenants in the agreements and instruments governing our indebtedness, including the consolidated interest coverage ratio and consolidated net leverage ratio maintenance covenants contained in the Revolving

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.

Environmental, health and safety

More stringent environmental, health and safety laws and regulations, or a reinterpretation of current laws and regulations, could make it more difficult to obtain necessary governmental permits or approvals.

In addition, a focus on the cumulative impact of industrial operations on minority, lower income, and other historically underrepresented and/or disadvantaged communities could impact decisions relating to the issuance of new or renewal of existing permits to the extent that our operations are located in the vicinity of such communities.

In Canada, emissions are subject to an annual increase in price on CO2 through 2030, and these GHG regulations are becoming more stringent effective January 1, 2023.

Departments of Agriculture, Interior, Transportation and Treasury, and issued proposed regulations related to methane and other GHG reduction efforts.

The EU is seeking to finalize this regulation in the first quarter of 2023.

associated with the operation of such facilities, may be higher than we project.

Recently, many proposed green and blue ammonia projects have been announced or considered, and future hydrogen, energy, or environmental/carbon policies may support development of additional nitrogen production in locations outside North America, including Europe, Australia, and the Middle East.

In the event that the growth in supply of green and blue ammonia and green and blue hydrogen exceeds the growth in demand for those products, the resulting unfavorable supply and demand balance could lead to lower selling prices than we expect, which could negatively affect our business, financial condition, results of operations and cash flows.

Major investments such as capital improvements at our

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 fertilizer.

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.

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

goals.

ethanol, gasoline and corn.

For example, the United Kingdom is currently consulting with stakeholders and reviewing proposals to limit emissions from solid urea fertilizers, including a potential ban on urea fertilizers.

during the spring planting season, with a second period of strong demand following the fall harvest.

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

The remaining subrogation and statutory indemnification claims total approximately

$37 million, before prejudgment interest.

locations.

COVID-19 Pandemic Risk

Our business and operations may be adversely affected by the COVID-19 pandemic.

The coronavirus disease 2019 (COVID-19) pandemic could have a material and adverse effect on our business, financial condition, results of operations or cash flows.

The rapid spread of COVID-19 has resulted in governmental authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders and shutdowns.

If significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions, facility closures or other restrictions, we may be unable to meet customer demand or perform fully under our contracts.

The COVID-19 pandemic could also affect our customers, suppliers and third party service providers, including transportation providers, and result in restrictions on or disruptions of transportation, port closures or increased border controls or closures, or other impacts on domestic and global supply chains or distribution channels, which could increase our costs and/or limit our ability to meet customer demand.

In addition, the COVID-19 pandemic could reduce, and has in the past reduced, the demand for energy, including crude oil, as well as natural gas and coal, which are nitrogen feedstocks.

Reduced demand for nitrogen feedstocks could reduce the cost of nitrogen production outside of North America, which could increase global nitrogen supply and reduce the market prices of our products.

Lower demand for crude oil could also reduce the supply and therefore increase the cost of natural gas, which is the principal raw material used in our production of nitrogen products.

The pandemic has also disrupted traditional food supply chains, which may have a material impact on livestock and food demand, including the demand for corn.

Each of these consequences could have a material adverse effect on our business, financial condition, results of operations or cash flows.

We are unable to predict the ultimate impact the COVID-19 pandemic may have on our business, financial condition, results of operations or cash flows.

The extent to which our operations may be impacted by COVID-19 will depend on future developments, which are highly uncertain and cannot be accurately predicted, including the further spread of the virus, the rise of new variants of COVID-19, the duration of the pandemic and the type and duration of actions that may be taken by various governmental authorities in response to these developments.

In 2020, the pandemic significantly increased global market uncertainty and caused an economic slowdown, which resulted in a global recession.

Persistent weakness in economic activity caused by a deterioration of global market and economic conditions could materially adversely affect our business, financial condition, results of operations or cash flows.

- the impact of the novel coronavirus disease 2019 (COVID-19) pandemic on our business and operations.

For a discussion and analysis of the year ended December 31, [removed: 2020] [added: 2021] compared to December 31, [removed: 2019,] [added: 2020,] you should read Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations in our [removed: 2020] [added: 2021] Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 24, [removed: 2021.][added: 2022.]

[removed: - *Financial] [added: *•Financial] Executive Summary*

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

Our other nitrogen products include diesel exhaust fluid (DEF), urea liquor, nitric acid and aqua ammonia, which are sold primarily to our industrial [removed: customers, and compound fertilizer products (NPKs), which are solid granular fertilizer products for which the nutrient content is a combination of nitrogen, phosphorus and potassium.][added: customers.]

Our principal assets as of December 31, [removed: 2021] [added: 2022] include:

- five U.S. nitrogen manufacturing facilities, located in Donaldsonville, Louisiana (the largest nitrogen complex in the world); [added: Sergeant Bluff, Iowa (our] Port [removed: Neal, Iowa;] [added: Neal complex);] Yazoo City, Mississippi; [removed: Verdigris, Oklahoma;] [added: Claremore, Oklahoma (our Verdigris complex);] and Woodward, Oklahoma.

These facilities are wholly owned directly or indirectly by CF Industries Nitrogen, LLC (CFN), of which we own approximately 89% and CHS Inc. (CHS) owns the [removed: remainder.][added: remainder (see Note 17—Noncontrolling Interest for additional information on our strategic venture with CHS);]

- [removed: two] [added: a] United Kingdom nitrogen manufacturing [removed: facilities,] [added: facility] located in [removed: Billingham and Ince;][added: Billingham;]

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

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 [removed: ammonia,] [added: ammonia] with an unparalleled manufacturing and distribution network and deep technical expertise, is uniquely positioned to fulfill anticipated demand for hydrogen and ammonia from green and blue sources.

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

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

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

We [removed: have] [added: are] also [removed: announced steps] [added: exploring opportunities] to produce blue ammonia from our [added: existing] ammonia production network.

Under current regulations, the [removed: projects] [added: project] 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.

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

[removed: Other geopolitical] [added: Geopolitical] factors [removed: like] [added: such as] temporary disruptions in fertilizer trade related to government intervention or changes in the buying/selling patterns of key exporting/consuming [removed: countries such as] [added: countries, including] China, India, Russia and Brazil, among others, often play a major role in shaping near-term market [removed: fundamentals.]

Raw materials are dependent on energy sources such as natural gas or coal; therefore, supply costs are affected by the supply of and demand for [removed: these] [added: those] commodities.

[removed: In addition to the relationship between global supply and demand, profitability] [added: Profitability of our products] within a particular geographic region is determined [added: not only] by the [added: relationship between global supply and demand, but also by the] supply/demand balance within that region.

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

The development of additional natural gas reserves in North America over the last decade has decreased natural gas costs [added: in North America] relative to the rest of the world, making North American nitrogen fertilizer producers more competitive.

[removed: Imports] [added: The North American nitrogen fertilizer market for certain nitrogen products is dependent on imports to balance supply and demand, and imports traditionally] account for a significant portion of [removed: the] nitrogen fertilizer [added: products] consumed in North America.

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

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

The selling prices for all of our major products were higher in [removed: 2021] [added: 2022] than [removed: 2020,] [added: in 2021,] driven by the impact of a tighter global nitrogen supply and demand balance, as a result of strong global demand [removed: as well as decreased] [added: and a decrease in] global supply availability as higher global energy costs [removed: drove] [added: continued to drive] lower global operating [removed: rates.][added: rates, and exacerbated by the geopolitical environment described above.]

The average selling price for our products for [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] was [removed: $353] [added: $610] per ton and [removed: $203] [added: $353] per ton, respectively.

The increase in average selling prices of [removed: 74%] [added: 73%] in [removed: 2021] [added: 2022] from [removed: 2020] [added: 2021] resulted in an increase in net sales of approximately [removed: $2.76] [added: $4.80] billion.

Sales volume for our products in [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] is shown in the table below.

| | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | |

| Ammonia | | | [removed: 3,589] [added: 3,300] | | | | | | $ | [removed: 1,787] [added: 3,090] | | | | | [removed: 3,767] [added: 3,589] | | | | | | $ | [removed: 1,020] [added: 1,787] | | | | | [removed: 3,516] [added: 3,767] | | | | | | $ | [removed: 1,113] [added: 1,020] | |

| Granular [removed: urea] [added: Urea] | | | [removed: 4,290] [added: 4,572] | | | | | | [removed: 1,880] [added: 2,892] | | | | | | [removed: 5,148] [added: 4,290] | | | | | | [removed: 1,248] [added: 1,880] | | | | | | [removed: 4,849] [added: 5,148] | | | | | | [removed: 1,342] [added: 1,248] | | |

| UAN | | | [removed: 6,584] [added: 6,788] | | | | | | [removed: 1,788] [added: 3,572] | | | | | | [removed: 6,843] [added: 6,584] | | | | | | [removed: 1,063] [added: 1,788] | | | | | | [removed: 6,807] [added: 6,843] | | | | | | [removed: 1,270] [added: 1,063] | | |

| AN | | | [removed: 1,720] [added: 1,594] | | | | | | [removed: 510] [added: 845] | | | | | | [removed: 2,216] [added: 1,720] | | | | | | [removed: 455] [added: 510] | | | | | | [removed: 2,109] [added: 2,216] | | | | | | [removed: 506] [added: 455] | | |

| Other | | | [removed: 2,318] [added: 2,077] | | | | | | [removed: 573] [added: 787] | | | | | | [removed: 2,322] [added: 2,318] | | | | | | [removed: 338] [added: 573] | | | | | | [removed: 2,257] [added: 2,322] | | | | | | [removed: 359] [added: 338] | | |

| Total | | | [removed: 18,501] [added: 18,331] | | | | | | $ | [removed: 6,538] [added: 11,186] | | | | | [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: We use natural] [added: Natural] gas [added: is] both [removed: as] a chemical feedstock and [removed: as] a fuel to produce nitrogen products.

Natural gas is a significant cost component of [added: our] manufactured nitrogen products, representing approximately [added: 50% of our production costs in 2022 and] 40% of our production costs in 2021.

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

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2021] [added: 2022] v. [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2020] [added: 2021] v. [removed: 2019] [added: 2020] | | | | | | | | |

We previously operated a United Kingdom nitrogen manufacturing facility located in Ince.

In June 2022, we approved and announced our proposed plan to restructure our U.K. operations, including the planned permanent closure of our Ince facility.

In August 2022, the final restructuring plan was approved, and decommissioning activities were initiated.

In July 2022, we and Mitsui & Co., Ltd. (Mitsui) signed a joint development agreement for the companies’ proposed plans to construct an export-oriented blue ammonia facility.

We and Mitsui continue to progress a front-end engineering and design (FEED) study for the project, and expect to make a final investment decision on the proposed facility in the second half of 2023.

Should the companies agree to move forward, the ammonia facility would be constructed at our new Blue Point complex.

We acquired the land on the west bank of the Mississippi river in Ascension Parish, Louisiana, for the complex during the third quarter of 2022.

Construction and commissioning of a new world-scale ammonia plant typically takes approximately four years from the time construction begins.

We have announced a project with an estimated cost of $200 million to construct a CO2 dehydration and compression facility at our Donaldsonville complex to enable the transport and permanent sequestration of the ammonia process CO2 byproduct.

Engineering activities and procurement of major equipment for the facility are in progress, and modification of the site’s existing equipment to allow integration with existing operations has begun.

Once the dehydration and compression unit is in service and sequestration is initiated, we expect that the Donaldsonville complex will have the capacity to dehydrate and compress up to 2 million tons per year of CO2, enabling the production of blue ammonia.

In October 2022, we announced that we had entered into a definitive CO2 offtake agreement with ExxonMobil to transport and permanently sequester the CO2 from Donaldsonville.

Start-up for the project is scheduled for early 2025.

fundamentals.

Geopolitical Environment

Russia’s invasion of Ukraine in February 2022, and the resulting war between Russia and Ukraine, have disrupted global markets for certain commodities, including natural gas, nitrogen fertilizers and certain commodity grains, leading to production curtailments, export reductions and logistical complications involving these commodities.

Additionally, energy, financial and transportation sanctions have been announced by U.S., Canadian, European and other governments against Russia in response to the war.

Market participants have been adjusting trade flows and manufacturers have been adjusting production levels in response to these factors.

Continued market disruption is expected given the uncertainty of the situation.

As of the date of filing of this report, nitrogen fertilizers have largely been explicitly exempted from these Russian sanctions by the United States and certain other governments.

As further described below, natural gas is the principal raw material used to produce our nitrogen products.

Natural gas is a globally traded commodity that experiences price fluctuations based on supply and demand balances and has been impacted by the recent geopolitical events.

European energy markets, which have historically sourced a substantial portion of their natural gas from Russia, have been disrupted by Russia’s invasion of Ukraine and the subsequent reduction of Russian natural gas supply to Europe.

This has led to further increases in natural gas prices and natural gas price volatility, which in turn have led to disruptions in manufacturing and distribution activities at other nitrogen manufacturers and suppliers in our industry, resulting in changes in nitrogen product trade flows and reductions in global fertilizer supply.

In addition, as discussed under “Market Conditions and Current Developments—United Kingdom Operations,” below, in September 2022, we temporarily idled ammonia production at our Billingham complex due to the high price of natural gas.

Several European governments, including the United Kingdom, and the European Union (EU) are seeking to address energy market supply and volatility with a variety of government programs and policy changes.

These programs, some of which are evolving and may change over time, may reduce the costs of natural gas in the United Kingdom and, to some extent, the EU but the full impact of these programs remains to be seen.

The geopolitical developments relating to the war in Ukraine have also led to some supply chain disruptions for Russian producers of fertilizer, contributing to reduced global nitrogen fertilizer supply.

Prior to its February 2022 invasion of Ukraine, Russia in recent years had been a significant supplier of nitrogen fertilizer products to North America and Europe and a leading exporter of nitrogen fertilizer products globally.

Since that invasion, the closure of a pipeline historically transporting ammonia

from Russia through Ukraine for export has been a large contributor to reduced global exportable ammonia supply.

In addition, Russia and Ukraine have been large exporters of commodity grains such as wheat, corn and soybeans.

The direct and indirect impacts of the war in Ukraine, and the related uncertainty, have resulted in reduced commodity grain supply from Russia and Ukraine, causing increased prices for grains globally.

The increase in commodity grain prices in turn supported strong demand for nitrogen fertilizer in 2022.

These events have further contributed to an already tight global supply and demand balance for nitrogen fertilizers.

These factors are causing changes in global trade flows as both manufacturers and customers react to the changing market dynamics.

As a result, global nitrogen fertilizer prices remained high and also experienced significant volatility in 2022.

We expect that the recent geopolitical events, and any further government-imposed sanctions or other government actions affecting food or energy security, will continue to have an impact on the supply and demand balance of nitrogen fertilizer products globally and selling prices for our nitrogen fertilizer products, but the ultimate scope and duration of these impacts remain to be seen.

Our nitrogen products are globally traded commodities with selling prices that fluctuate in response to global market conditions, changes in supply and demand, and other cost factors including domestic and local conditions.

Intense global competition—reflected in import volumes and prices—strongly influences delivered prices for nitrogen fertilizers.

- *Our Company*

*•Our Commitment to a Clean Energy Economy*

*•Industry Factors*

- *Recent Accounting Pronouncements*

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

CF INDUSTRIES HOLDINGS, INC.

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

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

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.

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).

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.

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

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.

*Natural Gas Prices*

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

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

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 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.

The halt of operations at our U.K. plants impacted the availability of certain products in the United Kingdom, including carbon dioxide, which is a byproduct of ammonia production.

Due to the critical nature of carbon dioxide to certain industries in the United Kingdom, on September 21, 2021, we entered into an interim agreement with the U.K. government.

Under the terms of the agreement, the U.K. government agreed to cover the costs to restart the ammonia plant at Billingham and to offset losses incurred from production for a 21-day period.

As a result, we resumed production of ammonia at the Billingham facility in order to produce carbon dioxide for the United Kingdom.

While the interim agreement was in place, we entered into new carbon dioxide pricing and offtake agreements with our customers, which had an initial term through January 31, 2022.

The amount of financial support provided by the U.K. government under the terms of the interim agreement was not material.

We concluded that a decline in fair value had occurred, and we recorded long-lived asset and goodwill impairment charges of $495 million.

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 [removed: $33,] [added: $32,] $22, $14 and [removed: $16,] [added: $15,] respectively.

As of December 31, [removed: 2021,] [added: 2022,] we had natural gas derivative contracts covering certain periods through March [removed: 2022.][added: 2023.]

As of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] we had open derivative contracts for [removed: 60.0] [added: 66.3] million MMBtus and [removed: 34.1] [added: 60.0] million MMBtus, respectively.

A $1.00 per MMBtu increase in the forward curve prices of natural gas at December 31, [removed: 2021] [added: 2022] would result in a favorable change in the fair value of these derivative positions of [removed: $35] [added: $39] million, and a $1.00 per MMBtu decrease in the forward curve prices of natural gas would change their fair value unfavorably by [removed: $35] [added: $39] million.

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

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: five] [added: four] series of senior notes totaling [removed: $3.50] [added: $3.00] billion of principal outstanding with maturity dates of [removed: June 1, 2023,] December 1, 2026, March 15, 2034, June 1, 2043 and March 15, 2044.

As of December 31, [removed: 2021,] [added: 2022,] the carrying value and fair value of our senior notes was approximately [removed: $3.47] [added: $2.97] billion and [removed: $4.11] [added: $2.76] billion, respectively.

There were no borrowings outstanding under the Revolving Credit Agreement as of December 31, [removed: 2021] [added: 2022] or [removed: 2020.][added: 2021, or during 2022 or 2021.]

Maximum borrowings under the Revolving Credit Agreement during 2020 were $500 million.

The weighted-average annual interest rate of borrowings under the Revolving Credit Agreement during 2020 was 2.05%.

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

Our other nitrogen products include diesel exhaust fluid (DEF), urea liquor, nitric acid and aqua ammonia, which are sold primarily to our industrial [removed: customers, and compound fertilizer products (NPKs), which are solid granular fertilizer products for which the nutrient content is a combination of nitrogen, phosphorus and potassium.][added: customers.]

Our principal assets as of December 31, [removed: 2021] [added: 2022] include:

- five U.S. nitrogen manufacturing facilities, located in Donaldsonville, Louisiana (the largest nitrogen complex in the world); [added: Sergeant Bluff, Iowa (our] Port [removed: Neal, Iowa;] [added: Neal complex);] Yazoo City, Mississippi; [removed: Verdigris, Oklahoma;] [added: Claremore, Oklahoma (our Verdigris complex);] and Woodward, Oklahoma.

- [removed: two] [added: a] United Kingdom nitrogen manufacturing [removed: facilities,] [added: facility] located in [removed: Billingham and Ince;][added: Billingham;]

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

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

For the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] we sold [removed: 18.5] [added: 18.3] million, [removed: 20.3] [added: 18.5] million and [removed: 19.5] [added: 20.3] million product tons generating net sales of [removed: $6.54] [added: $11.19] billion, [removed: $4.12] [added: $6.54] billion and [removed: $4.59] [added: $4.12] billion, respectively.

Our principal executive offices are located outside of Chicago, Illinois, at 4 Parkway North, [removed: Suite 400,] Deerfield, Illinois 60015, and our telephone number is 847-405-2400.

Copies of our Corporate Governance Guidelines, Code of Corporate Conduct and charters for the Audit Committee, Compensation and Management Development [added: Committee, Corporate Governance and Nominating Committee, and Environmental Sustainability and Community Committee]

[removed: 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.

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

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

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

We [removed: have] [added: are] also [removed: announced steps] [added: exploring opportunities] to produce blue ammonia from our [added: existing] ammonia production network.

Under current regulations, the [removed: projects] [added: project] 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.

In August 2005, we completed [removed: our] [added: the] initial public offering (IPO) of [added: our] common stock, which is listed on the New York Stock Exchange.

In connection with the IPO, we consummated a reorganization transaction whereby we ceased to be a cooperative and our pre-IPO owners’ equity interests in CF Industries were [removed: canceled] [added: cancelled] in exchange for all of the proceeds of the offering and shares of our common stock.

[added: 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 [removed: facilities,] [added: facilities;] an approximately 75.3% interest in Terra Nitrogen Company, L.P. [removed: (TNCLP)] [added: (TNCLP), a publicly traded limited partnership;] and certain joint venture interests.

In March 2014, we exited our phosphate mining and manufacturing business, which was located in Florida, through a sale to The Mosaic [removed: Company for approximately $1.4 billion in cash.][added: Company.]

As a result, [removed: our company] [added: we] became focused solely on nitrogen manufacturing and distribution.

In July 2015, we acquired the remaining 50% equity interest in CF Fertilisers UK Group Limited (formerly known as GrowHow UK Group Limited) (CF Fertilisers UK) not previously owned by [removed: us for total consideration of $570 million,] [added: us,] and CF Fertilisers UK became wholly owned by us.

This transaction added CF Fertilisers UK’s nitrogen manufacturing complexes [removed: in Ince, United Kingdom and Billingham, United Kingdom] to our consolidated manufacturing capacity.

In late 2015 and 2016, we completed [removed: certain] capacity expansion projects at [removed: Donaldsonville,] [added: our Donaldsonville complex in] Louisiana and [added: our] Port [removed: Neal,] [added: Neal complex in] Iowa.

These projects, originally announced in 2012, included the construction of new ammonia, urea, and UAN plants at our [removed: Donaldsonville, Louisiana] [added: Donaldsonville] complex and new ammonia and urea plants at our Port [removed: Neal, Iowa] [added: Neal] complex.

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

[removed: In] [added: On April 2,] 2018, [removed: we announced that, in accordance with the terms of TNCLP’s First Amended and Restated Agreement of Limited Partnership (as amended by Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership, the TNCLP Agreement of Limited Partnership),] Terra Nitrogen GP [removed: Inc. (TNGP),] [added: Inc.,] the sole general partner of TNCLP and an indirect wholly owned subsidiary of CF Holdings, [removed: elected to exercise] [added: completed] its [removed: right to] purchase [added: of] all of the [removed: 4,612,562] publicly traded common units of TNCLP (the [removed: TNCLP Public Units).][added: Purchase).]

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

Our historical sales of nitrogen products [added: by segment] are shown in the following table.

| | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | |

| Ammonia | | | [removed: 3,589] [added: 3,300] | | | | | | $ | [removed: 1,787] [added: 3,090] | | | | | [removed: 3,767] [added: 3,589] | | | | | | $ | [removed: 1,020] [added: 1,787] | | | | | [removed: 3,516] [added: 3,767] | | | | | | $ | [removed: 1,113] [added: 1,020] | |

| Granular [removed: urea] [added: Urea] | | | [removed: 4,290] [added: 4,572] | | | | | | [removed: 1,880] [added: 2,892] | | | | | | [removed: 5,148] [added: 4,290] | | | | | | [removed: 1,248] [added: 1,880] | | | | | | [removed: 4,849] [added: 5,148] | | | | | | [removed: 1,342] [added: 1,248] | | |

| UAN | | | [removed: 6,584] [added: 6,788] | | | | | | [removed: 1,788] [added: 3,572] | | | | | | [removed: 6,843] [added: 6,584] | | | | | | [removed: 1,063] [added: 1,788] | | | | | | [removed: 6,807] [added: 6,843] | | | | | | [removed: 1,270] [added: 1,063] | | |

| AN | | | [removed: 1,720] [added: 1,594] | | | | | | [removed: 510] [added: 845] | | | | | | [removed: 2,216] [added: 1,720] | | | | | | [removed: 455] [added: 510] | | | | | | [removed: 2,109] [added: 2,216] | | | | | | [removed: 506] [added: 455] | | |

| Other(1) | | | [removed: 2,318] [added: 2,077] | | | | | | [removed: 573] [added: 787] | | | | | | [removed: 2,322] [added: 2,318] | | | | | | [removed: 338] [added: 573] | | | | | | [removed: 2,257] [added: 2,322] | | | | | | [removed: 359] [added: 338] | | |

| Total | | | [removed: 18,501] [added: 18,331] | | | | | | $ | [removed: 6,538] [added: 11,186] | | | | | [removed: 20,296] [added: 18,501] | | | | | | $ | [removed: 4,124] [added: 6,538] | | | | | [removed: 19,538] [added: 20,296] | | | | | | $ | [removed: 4,590] [added: 4,124] | |

(1)Other segment products [added: primarily] include DEF, urea liquor, nitric [removed: acid, aqua ammonia] [added: acid] and [removed: NPKs.][added: aqua ammonia.]

Gross margin was [removed: $2.39] [added: $5.86] billion, [added: $2.39 billion and] $801 million [removed: and $1.17 billion] for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.

As of December 31, [removed: 2021,] [added: 2022,] 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.

In July 2022, we and Mitsui & Co., Ltd. (Mitsui) signed a joint development agreement for the companies’ proposed plans to construct an export-oriented blue ammonia facility.

We and Mitsui continue to progress a front-end engineering and design (FEED) study for the project, and expect to make a final investment decision on the proposed facility in the second half of 2023.

Should the companies agree to move forward, the ammonia facility would be constructed at our new Blue Point complex.

We acquired the land on the west bank of the Mississippi river in Ascension Parish, Louisiana, for the complex during the third quarter of 2022.

Construction and commissioning of a new world-scale ammonia plant typically takes approximately four years from the time construction begins.

We have announced a project with an estimated cost of $200 million to construct a CO2 dehydration and compression facility at our Donaldsonville complex to enable the transport and permanent sequestration of the ammonia process CO2 byproduct.

Engineering activities and procurement of major equipment for the facility are in progress, and modification of the site’s existing equipment to allow integration with existing operations has begun.

Once the dehydration and compression unit is in service and sequestration is initiated, we expect that the Donaldsonville complex will have the capacity to dehydrate and compress up to 2 million tons per year of CO2, enabling the production of blue ammonia.

In October 2022, we announced that we had entered into a definitive CO2 offtake agreement with ExxonMobil to transport and permanently sequester the CO2 from Donaldsonville.

Start-up for the project is scheduled for early 2025.

Prior to April 30, 2013, CF Industries owned 66 percent of Canadian Fertilizers Limited (CFL), a joint venture nitrogen manufacturing facility in Alberta, Canada.

On April 30, 2013, CF Industries acquired all of the outstanding interests in CFL that it did not already own and CFL became our wholly owned subsidiary.

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

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

| | | | 10,150 | | | | | | 3,280 | | | | | | 7,325 | | | | | | 4,795 | | | | | | 1,660 | | | | | | 1,785 | | |

| Total | | | 10,510 | | | | | | 3,640 | | | | | | 7,325 | | | | | | 4,795 | | | | | | 1,660 | | | | | | 1,785 | | |

| Owned(2) | | | 22 | | | | | | 760 | | | | | | — | | | | | | — | | | | | | 9 | | | | | | 239 | | | | | | — | | | | | | — | | |

| Leased(3) | | | 5 | | | | | | 69 | | | | | | 2 | | | | | | 32 | | | | | | 22 | | | | | | 325 | | | | | | — | | | | | | — | | |

| Total In-Market | | | 27 | | | | | | 829 | | | | | | 2 | | | | | | 32 | | | | | | 31 | | | | | | 564 | | | | | | — | | | | | | — | | |

(3)Our lease agreements are typically for periods of one to five years and commonly contain provisions for automatic renewal that can extend the lease term unless cancelled by either party.

See Note 17—Noncontrolling Interest for additional information on our strategic venture with CHS.

the next due to weather-related shifts in planting and application schedules and purchasing patterns as well as import timing, import and distribution costs and logistical limitations, such as river conditions.

The remedial investigation was submitted to the agencies in 2021.

The next step will be a risk assessment, followed by a feasibility study.

In addition, our manufacturing plants in Alberta and Ontario are subject to provincial or federal laws that impose a price on excess GHG emissions.

Each of these laws establishes carbon dioxide equivalent (CO2e) emissions standards applicable to our facilities in terms of emissions per unit of production, with the provincial laws and the federal law using different formulas for establishing the intensity-based limits and the reductions in these limits over time.

In 2022, the federal government found that both the Alberta and Ontario programs for 2023-2030 met such minimum criteria, and therefore, the provincial laws apply.

Effective January 1, 2023, these provincial regulations will increase in stringency from 2022 levels.

If a facility’s CO2e emissions exceed the applicable limit, the excess emissions must be offset, either through obtaining qualifying emission credits or by making a payment for each ton of excess emissions.

Company for less than 6 years.

CF INDUSTRIES HOLDINGS, INC.

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

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

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.

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).

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

TNCLP was a publicly traded limited partnership of which we were the sole general partner and the majority limited partner, and in which we owned an approximate 75.3% interest.

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

We funded the Purchase with cash on hand.

| Products | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Ince, U.K.(11) | | | 380 | | | | | | 15 | | | | | | — | | | | | | — | | | | | | 575 | | | | | | 415 | | |

| | | | 10,530 | | | | | | 3,295 | | | | | | 7,325 | | | | | | 4,795 | | | | | | 2,235 | | | | | | 2,200 | | |

| Total | | | 10,890 | | | | | | 3,655 | | | | | | 7,325 | | | | | | 4,795 | | | | | | 2,235 | | | | | | 2,200 | | |

(11)The Ince facility can increase production of NPKs and nitric acid by reducing AN production.

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

*Ince, United Kingdom*

The Ince facility is located in northwestern England and consists of one ammonia plant, three nitric acid plants, one AN plant and three NPK plants.

The location has on-site storage for 11,000 tons of ammonia, 95,000 tons of AN, and 40,000 tons of NPKs.

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.

| Owned(2) | | | 22 | | | | | | 780 | | | | | | — | | | | | | — | | | | | | 8 | | | | | | 209 | | | | | | — | | | | | | — | | |

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

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

(3)Our lease agreements are typically for periods of one to five years.

Urea and UAN are not produced in the United Kingdom, but along with AN are widely-traded fertilizer products with limited barriers to entry.

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

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.

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.

In June 2019, the ECCC finalized the emission limits for carbon dioxide equivalent (CO2e) emissions from nitrogen fertilizer products.

These emission limits are based on 95% of the average emissions intensity for the production of such products from all Canadian nitrogen fertilizer plants, reflecting that such products are deemed to be energy-intensive and trade-exposed and thus subject to a less stringent emissions reduction requirement.

In the provinces and territories where the OBPS applies, a facility whose carbon emissions exceed the applicable limits is required to offset emissions by obtaining and retiring surplus emission credits, obtaining qualifying emissions offsets, or paying a fee.

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.

Ontario, Saskatchewan and Alberta filed suit challenging whether the federal government had jurisdiction to impose a federal carbon price on the provinces and territories, but in March 2021, the Supreme Court of Canada upheld the constitutionality of the Greenhouse Gas Pollution Pricing Act.

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

Litigation

West Fertilizer Co.

On April 17, 2013, there was a fire and explosion at the West Fertilizer Co. fertilizer storage and distribution facility in West, Texas.

According to published reports, 15 people were killed and approximately 200 people were injured in the incident, and the fire and explosion damaged or destroyed a number of homes and buildings around the facility.

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.

Although we 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.

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

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 subrogation and statutory indemnification claims total approximately $37 million, before prejudgment interest, and are in various stages of discovery and pre-trial proceedings.

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

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

The Company cannot provide a range of reasonably possible loss due to the uncertain nature of this litigation, including uncertainties around the potential allocation of responsibility by a jury to other defendants or responsible third parties.

The recognition of a potential loss in the future in the West Fertilizer Co. litigation could negatively affect our results in the period of recognition.

However, based upon currently available information, we 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.

Environmental

For the fiscal year ended December 31, [removed: 2021][added: 2022]

| 4 Parkway [removed: North, Suite 400] [added: North] | | | | | | | | | | | | | | | | | | | | | 60015 | | |

| [removed: Deerfield,] [added: Deerfield, Illinois] | | | | | | [removed: Illinois] | | | | | | | | | | | | | | | (Zip Code) | | |

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

The aggregate market value of the registrant’s common stock held by non-affiliates as of June 30, [removed: 2021] [added: 2022] (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: $11,001,041,821.][added: $17,381,054,929.]

[removed: 207,304,882] [added: 195,768,339] shares of the registrant’s common stock, par value $0.01 per share, were outstanding as of January 31, [removed: 2022.][added: 2023.]

Portions of the registrant’s definitive proxy statement for its [removed: 2022] [added: 2023] annual meeting of [removed: stockholders] [added: shareholders] (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: 2021] [added: 2022] 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 [removed: hereof] [added: of Form 10-K] not later than the end of such 120-day period.

| | | | [Item [removed: 1.](#icb601558514d4864a3d1deaa3d9a6240_13)] [added: 1.](#ie183ce54f0b04ae881906dad360462d8_13)] | | | [removed: [Business](#icb601558514d4864a3d1deaa3d9a6240_13)] [added: [Business](#ie183ce54f0b04ae881906dad360462d8_13)] | | | [removed: [1](#icb601558514d4864a3d1deaa3d9a6240_13)] [added: [1](#ie183ce54f0b04ae881906dad360462d8_13)] | | |

| | | | [Item [removed: 1A.](#icb601558514d4864a3d1deaa3d9a6240_16)] [added: 1A.](#ie183ce54f0b04ae881906dad360462d8_16)] | | | [Risk [removed: Factors](#icb601558514d4864a3d1deaa3d9a6240_16)] [added: Factors](#ie183ce54f0b04ae881906dad360462d8_16)] | | | [removed: [12](#icb601558514d4864a3d1deaa3d9a6240_16)] [added: [11](#ie183ce54f0b04ae881906dad360462d8_16)] | | |

| | | | [Item [removed: 1B.](#icb601558514d4864a3d1deaa3d9a6240_19)] [added: 1B.](#ie183ce54f0b04ae881906dad360462d8_19)] | | | [Unresolved Staff [removed: Comments](#icb601558514d4864a3d1deaa3d9a6240_19)] [added: Comments](#ie183ce54f0b04ae881906dad360462d8_19)] | | | [removed: [28](#icb601558514d4864a3d1deaa3d9a6240_19)] [added: [27](#ie183ce54f0b04ae881906dad360462d8_19)] | | |

| | | | [Item [removed: 2.](#icb601558514d4864a3d1deaa3d9a6240_22)] [added: 2.](#ie183ce54f0b04ae881906dad360462d8_22)] | | | [removed: [Properties](#icb601558514d4864a3d1deaa3d9a6240_22)] [added: [Properties](#ie183ce54f0b04ae881906dad360462d8_22)] | | | [removed: [28](#icb601558514d4864a3d1deaa3d9a6240_22)] [added: [27](#ie183ce54f0b04ae881906dad360462d8_22)] | | |

| | | | [Item [removed: 3.](#icb601558514d4864a3d1deaa3d9a6240_25)] [added: 3.](#ie183ce54f0b04ae881906dad360462d8_25)] | | | [Legal [removed: Proceedings](#icb601558514d4864a3d1deaa3d9a6240_25)] [added: Proceedings](#ie183ce54f0b04ae881906dad360462d8_25)] | | | [removed: [28](#icb601558514d4864a3d1deaa3d9a6240_25)] [added: [27](#ie183ce54f0b04ae881906dad360462d8_25)] | | |

| | | | [Item [removed: 4.](#icb601558514d4864a3d1deaa3d9a6240_28)] [added: 4.](#ie183ce54f0b04ae881906dad360462d8_28)] | | | [Mine Safety [removed: Disclosures](#icb601558514d4864a3d1deaa3d9a6240_28)] [added: Disclosures](#ie183ce54f0b04ae881906dad360462d8_28)] | | | [removed: [28](#icb601558514d4864a3d1deaa3d9a6240_28)] [added: [27](#ie183ce54f0b04ae881906dad360462d8_28)] | | |

| | | | [Item [removed: 5.](#icb601558514d4864a3d1deaa3d9a6240_34)] [added: 5.](#ie183ce54f0b04ae881906dad360462d8_34)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#icb601558514d4864a3d1deaa3d9a6240_34)] [added: Securities](#ie183ce54f0b04ae881906dad360462d8_34)] | | | [removed: [29](#icb601558514d4864a3d1deaa3d9a6240_34)] [added: [27](#ie183ce54f0b04ae881906dad360462d8_34)] | | |

| | | | [Item [removed: 6.](#icb601558514d4864a3d1deaa3d9a6240_37)] [added: 6.](#ie183ce54f0b04ae881906dad360462d8_37)] | | | [removed: [\[Reserved\]](#icb601558514d4864a3d1deaa3d9a6240_37)] [added: [\[Reserved\]](#ie183ce54f0b04ae881906dad360462d8_37)] | | | [removed: [29](#icb601558514d4864a3d1deaa3d9a6240_37)] [added: [27](#ie183ce54f0b04ae881906dad360462d8_37)] | | |

| | | | [Item [removed: 7.](#icb601558514d4864a3d1deaa3d9a6240_40)] [added: 7.](#ie183ce54f0b04ae881906dad360462d8_40)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#icb601558514d4864a3d1deaa3d9a6240_40)] [added: Operations](#ie183ce54f0b04ae881906dad360462d8_40)] | | | [removed: [30](#icb601558514d4864a3d1deaa3d9a6240_40)] [added: [28](#ie183ce54f0b04ae881906dad360462d8_40)] | | |

| | | | [Item [removed: 7A.](#icb601558514d4864a3d1deaa3d9a6240_79)] [added: 7A.](#ie183ce54f0b04ae881906dad360462d8_79)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#icb601558514d4864a3d1deaa3d9a6240_79)] [added: Risk](#ie183ce54f0b04ae881906dad360462d8_79)] | | | [removed: [62](#icb601558514d4864a3d1deaa3d9a6240_79)] [added: [59](#ie183ce54f0b04ae881906dad360462d8_79)] | | |

| | | | [Item [removed: 8.](#icb601558514d4864a3d1deaa3d9a6240_82)] [added: 8.](#ie183ce54f0b04ae881906dad360462d8_82)] | | | [Financial Statements and Supplementary [removed: Data](#icb601558514d4864a3d1deaa3d9a6240_82)] [added: Data](#ie183ce54f0b04ae881906dad360462d8_82)] | | | [removed: [63](#icb601558514d4864a3d1deaa3d9a6240_82)] [added: [60](#ie183ce54f0b04ae881906dad360462d8_82)] | | |

| | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#icb601558514d4864a3d1deaa3d9a6240_85)] [added: Firm](#ie183ce54f0b04ae881906dad360462d8_85)] | | | [removed: [63](#icb601558514d4864a3d1deaa3d9a6240_85)] [added: [60](#ie183ce54f0b04ae881906dad360462d8_85)] | | |

| | | | | | | [Consolidated Statements of [removed: Operations](#icb601558514d4864a3d1deaa3d9a6240_88)] [added: Operations](#ie183ce54f0b04ae881906dad360462d8_88)] | | | [removed: [66](#icb601558514d4864a3d1deaa3d9a6240_88)] [added: [63](#ie183ce54f0b04ae881906dad360462d8_88)] | | |

| | | | | | | [Consolidated Statements of Comprehensive [removed: Income](#icb601558514d4864a3d1deaa3d9a6240_91)] [added: Income](#ie183ce54f0b04ae881906dad360462d8_91)] | | | [removed: [67](#icb601558514d4864a3d1deaa3d9a6240_91)] [added: [64](#ie183ce54f0b04ae881906dad360462d8_91)] | | |

| | | | | | | [Consolidated Balance [removed: Sheets](#icb601558514d4864a3d1deaa3d9a6240_94)] [added: Sheets](#ie183ce54f0b04ae881906dad360462d8_94)] | | | [removed: [68](#icb601558514d4864a3d1deaa3d9a6240_94)] [added: [65](#ie183ce54f0b04ae881906dad360462d8_94)] | | |

| | | | | | | [Consolidated Statements of [removed: Equity](#icb601558514d4864a3d1deaa3d9a6240_97)] [added: Equity](#ie183ce54f0b04ae881906dad360462d8_97)] | | | [removed: [69](#icb601558514d4864a3d1deaa3d9a6240_97)] [added: [66](#ie183ce54f0b04ae881906dad360462d8_97)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#icb601558514d4864a3d1deaa3d9a6240_100)] [added: Flows](#ie183ce54f0b04ae881906dad360462d8_100)] | | | [removed: [70](#icb601558514d4864a3d1deaa3d9a6240_100)] [added: [67](#ie183ce54f0b04ae881906dad360462d8_100)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#icb601558514d4864a3d1deaa3d9a6240_103)] [added: Statements](#ie183ce54f0b04ae881906dad360462d8_103)] | | | [removed: [71](#icb601558514d4864a3d1deaa3d9a6240_103)] [added: [68](#ie183ce54f0b04ae881906dad360462d8_103)] | | |

| | | | [Item [removed: 9.](#icb601558514d4864a3d1deaa3d9a6240_187)] [added: 9.](#ie183ce54f0b04ae881906dad360462d8_190)] | | | [Changes in and [removed: Disagreements with] [added: Disagreements](#ie183ce54f0b04ae881906dad360462d8_190) [W](#ie183ce54f0b04ae881906dad360462d8_190)[ith] Accountants on Accounting and Financial [removed: Disclosure](#icb601558514d4864a3d1deaa3d9a6240_187)] [added: Disclosure](#ie183ce54f0b04ae881906dad360462d8_190)] | | | [removed: [115](#icb601558514d4864a3d1deaa3d9a6240_187)] [added: [114](#ie183ce54f0b04ae881906dad360462d8_190)] | | |

| | | | [Item [removed: 9A.](#icb601558514d4864a3d1deaa3d9a6240_190)] [added: 9A.](#ie183ce54f0b04ae881906dad360462d8_193)] | | | [Controls and [removed: Procedures](#icb601558514d4864a3d1deaa3d9a6240_190)] [added: Procedures](#ie183ce54f0b04ae881906dad360462d8_193)] | | | [removed: [115](#icb601558514d4864a3d1deaa3d9a6240_190)] [added: [114](#ie183ce54f0b04ae881906dad360462d8_193)] | | |

| | | | [Item [removed: 9B.](#icb601558514d4864a3d1deaa3d9a6240_196)] [added: 9B.](#ie183ce54f0b04ae881906dad360462d8_199)] | | | [Other [removed: Information](#icb601558514d4864a3d1deaa3d9a6240_196)] [added: Information](#ie183ce54f0b04ae881906dad360462d8_199)] | | | [removed: [117](#icb601558514d4864a3d1deaa3d9a6240_196)] [added: [116](#ie183ce54f0b04ae881906dad360462d8_199)] | | |

| | | | [Item [removed: 10.](#icb601558514d4864a3d1deaa3d9a6240_202)] [added: 10.](#ie183ce54f0b04ae881906dad360462d8_208)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#icb601558514d4864a3d1deaa3d9a6240_202)] [added: Governance](#ie183ce54f0b04ae881906dad360462d8_208)] | | | [removed: [117](#icb601558514d4864a3d1deaa3d9a6240_202)] [added: [116](#ie183ce54f0b04ae881906dad360462d8_208)] | | |

| | | | [Item [removed: 11.](#icb601558514d4864a3d1deaa3d9a6240_205)] [added: 11.](#ie183ce54f0b04ae881906dad360462d8_211)] | | | [Executive [removed: Compensation](#icb601558514d4864a3d1deaa3d9a6240_205)] [added: Compensation](#ie183ce54f0b04ae881906dad360462d8_211)] | | | [removed: [117](#icb601558514d4864a3d1deaa3d9a6240_205)] [added: [116](#ie183ce54f0b04ae881906dad360462d8_211)] | | |

| | | | [Item [removed: 12.](#icb601558514d4864a3d1deaa3d9a6240_208)] [added: 12.](#ie183ce54f0b04ae881906dad360462d8_214)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#icb601558514d4864a3d1deaa3d9a6240_208)] [added: Matters](#ie183ce54f0b04ae881906dad360462d8_214)] | | | [removed: [117](#icb601558514d4864a3d1deaa3d9a6240_208)] [added: [116](#ie183ce54f0b04ae881906dad360462d8_214)] | | |

| | | | [Item [removed: 13.](#icb601558514d4864a3d1deaa3d9a6240_211)] [added: 13.](#ie183ce54f0b04ae881906dad360462d8_217)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#icb601558514d4864a3d1deaa3d9a6240_211)] [added: Independence](#ie183ce54f0b04ae881906dad360462d8_217)] | | | [removed: [118](#icb601558514d4864a3d1deaa3d9a6240_211)] [added: [117](#ie183ce54f0b04ae881906dad360462d8_217)] | | |

| | | | [Item [removed: 14.](#icb601558514d4864a3d1deaa3d9a6240_214)] [added: 14.](#ie183ce54f0b04ae881906dad360462d8_220)] | | | [Principal Accountant Fees and [removed: Services](#icb601558514d4864a3d1deaa3d9a6240_214)] [added: Services](#ie183ce54f0b04ae881906dad360462d8_220)] | | | [removed: [118](#icb601558514d4864a3d1deaa3d9a6240_214)] [added: [117](#ie183ce54f0b04ae881906dad360462d8_220)] | | |

| | | | [Item [removed: 15.](#icb601558514d4864a3d1deaa3d9a6240_220)] [added: 15.](#ie183ce54f0b04ae881906dad360462d8_226)] | | | [Exhibits and Financial Statement [removed: Schedules](#icb601558514d4864a3d1deaa3d9a6240_220)] [added: Schedules](#ie183ce54f0b04ae881906dad360462d8_226)] | | | [removed: [118](#icb601558514d4864a3d1deaa3d9a6240_220)] [added: [117](#ie183ce54f0b04ae881906dad360462d8_226)] | | |

| | | | [Item [removed: 16.](#icb601558514d4864a3d1deaa3d9a6240_223)] [added: 16.](#ie183ce54f0b04ae881906dad360462d8_229)] | | | [Form 10-K [removed: Summary](#icb601558514d4864a3d1deaa3d9a6240_223)] [added: Summary](#ie183ce54f0b04ae881906dad360462d8_229)] | | | [removed: [118](#icb601558514d4864a3d1deaa3d9a6240_223)] [added: [117](#ie183ce54f0b04ae881906dad360462d8_229)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b) ☐

| [PART I](#ie183ce54f0b04ae881906dad360462d8_10) | | | | | | | | | | | |

| [PART II](#ie183ce54f0b04ae881906dad360462d8_31) | | | | | | | | | | | |

| | | | [Item 9C.](#ie183ce54f0b04ae881906dad360462d8_202) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ie183ce54f0b04ae881906dad360462d8_202) | | | [116](#ie183ce54f0b04ae881906dad360462d8_199) | | |

| [PART III](#ie183ce54f0b04ae881906dad360462d8_205) | | | | | | | | | | | |

| [PART IV](#ie183ce54f0b04ae881906dad360462d8_223) | | | | | | | | | | | |

(847) 405-2400

| [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) | | | | | | | | | | | |

CF INDUSTRIES HOLDINGS, INC.

Our common stock is traded on the New York Stock Exchange under the symbol “CF.” As of February [removed: 14, 2022,] [added: 13, 2023,] there were [removed: 677] [added: 689] 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: 2021:][added: 2022:]

(1)Average price paid per share of CF Industries Holdings, Inc. (CF Holdings) common stock repurchased under the [removed: 2019 Stock] [added: 2021 Share] Repurchase Program, as defined below, is the execution price, excluding commissions paid to brokers.

(2)On [removed: February 13, 2019,] [added: November 3, 2021,] we announced that our Board of Directors [added: (the Board)] authorized the repurchase of up to [removed: $1] [added: $1.5] billion of CF Holdings common stock [added: from January 1, 2022] through December 31, [removed: 2021] [added: 2024] (the [removed: 2019] [added: 2021] Share Repurchase Program).

On November [removed: 3, 2021,] [added: 2, 2022,] we announced that [removed: our] [added: the] Board [removed: of Directors] authorized the repurchase of up to [removed: $1.5] [added: $3] billion of CF Holdings common stock [removed: from January 1, 2022 through December 31, 2024 (the] [added: commencing upon completion of the] 2021 Share Repurchase [removed: Program).][added: Program and effective through December 31, 2025.]

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

[removed: (3)Represents] [added: (4)Represents] shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock [removed: units and upon the exercise of nonqualified stock options, and shares withheld to cover the price of shares issued upon the exercise of nonqualified stock options.][added: units.]

[removed: (4)Includes 4,343] [added: (3)Includes 3,856] shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units and performance restricted stock units.

| October 1, 2022 - October 31, 2022 | | | 1,571,364 | | | (3) | | | $ | 102.60 | | | | | 1,567,508 | | | | | | $ | 216,978 | |

| November 1, 2022 - November 30, 2022 | | | 590,567 | | | | | | 105.65 | | | | | | 590,567 | | | | | | 3,154,583 | | |

| December 1, 2022 - December 31, 2022 | | | 328 | | | (4) | | | 103.00 | | | | | | — | | | | | | 3,154,583 | | |

| Total | | | 2,162,259 | | | | | | 103.43 | | | | | | 2,158,075 | | | | | | | | |

| 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 | | | | | | | | |

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

We have audited the accompanying consolidated balance sheets of CF Industries Holdings, Inc. and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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 [removed: 24, 2022] [added: 23, 2023] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

[removed: *Evaluation of the measurement] [added: *Measurements] of projected benefit obligations*

As discussed in Note [removed: 12] [added: 11] to the consolidated financial statements, the Company’s projected benefit obligation (PBO) associated with its defined benefit pension plans established in North America and the United Kingdom [removed: were $841] [added: was $274] million and [removed: $590 million] [added: $347 million, respectively,] as of December 31, [removed: 2021, respectively.][added: 2022.]

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

We identified the evaluation of the Company’s [removed: measurement of the] PBO [added: measurements in July 2022 and as of December 31, 2022] to be a critical audit matter.

In addition, a high degree of auditor judgment was required [removed: regarding the evaluation of] [added: to evaluate] these discount rates and the adjusted RPI, as minor changes to these assumptions could have [added: had] a significant impact on the PBO.

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 [removed: assumptions utilized in determining the Company’s PBO for each of the North American and United Kingdom pension plans.][added: assumptions.]

We involved actuarial professionals with specialized skills and knowledge, who [removed: evaluated the Company’s PBO by evaluating the Company’s actuary reports.][added: assisted in:]

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

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

- [removed: recalculated] [added: recalculating] 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

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

- [removed: developed] [added: developing] 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 [removed: compared] [added: comparing] those to the Company’s selected discount rates for the United Kingdom

- 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 [removed: compared] [added: comparing] that to the Company’s adjusted RPI.

[removed: *Impairment of] [added: |] U.K. [removed: goodwill and] long-lived [removed: assets*][added: and intangible asset impairment | | | 239 | | | | | | 236 | | | | | | — | | |]

As discussed in [removed: Note] [added: Notes 2, 5, and] 6 to the consolidated financial statements, the Company recognized long-lived [removed: assets and goodwill] [added: asset] impairment charges of [removed: $236] [added: $152] million [removed: and $285 million, respectively,] in the year ended December 31, [removed: 2021.][added: 2022, including $135 million of property, plant, and equipment impairment related to the restructuring of its operations within the United Kingdom.]

Changes to these assumptions could have had a [removed: substantial] [added: significant] impact on the fair value of [removed: each] [added: the Ince] asset group [removed: 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 [removed: the] [added: this] critical audit [removed: matter:][added: matter.]

[removed: -] [added: We] evaluated the design and tested the operating effectiveness of [added: certain] internal controls related to the [removed: valuation of] [added: Company’s] long-lived assets [removed: and goodwill,] [added: impairment process,] including controls related to the [removed: assumptions about forecasted product selling prices] [added: selection of the valuation approach] and [removed: projected natural gas costs][added: assumptions used to estimate salvage values as noted above.]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net sales | | | $ | [removed: 6,538] [added: 11,186] | | | | | $ | [removed: 4,124] [added: 6,538] | | | | | $ | [removed: 4,590] [added: 4,124] | |

| Cost of sales | | | [removed: 4,151] [added: 5,325] | | | | | | [removed: 3,323] [added: 4,151] | | | | | | [removed: 3,416] [added: 3,323] | | |

| Gross margin | | | [removed: 2,387] [added: 5,861] | | | | | | [removed: 801] [added: 2,387] | | | | | | [removed: 1,174] [added: 801] | | |

| Selling, general and administrative expenses | | | [removed: 223] [added: 290] | | | | | | [removed: 206] [added: 223] | | | | | | [removed: 239] [added: 206] | | |

| [removed: Goodwill] [added: U.K. goodwill] impairment | | | [removed: 285] [added: —] | | | | | | [removed: —] [added: 285] | | | | | | — | | |

| [removed: Long-lived] [added: U.K. long-lived] and intangible asset impairment | | | [removed: 236] [added: 239] | | | | | | [removed: —] [added: 236] | | | | | | — | | |

| Other operating—net | | | [removed: (39)] [added: 10] | | | | | | [removed: (17)] [added: (39)] | | | | | | [removed: (73)] [added: (17)] | | |

| Total other operating costs and expenses | | | [removed: 705] [added: 558] | | | | | | [removed: 189] [added: 705] | | | | | | [removed: 166] [added: 189] | | |

| Equity in earnings [removed: (loss)] of operating affiliate | | | [removed: 47] [added: 94] | | | | | | [removed: 11] [added: 47] | | | | | | [removed: (5)] [added: 11] | | |

| Operating earnings | | | [removed: 1,729] [added: 5,397] | | | | | | [removed: 623] [added: 1,729] | | | | | | [removed: 1,003] [added: 623] | | |

| Interest expense | | | [removed: 184] [added: 344] | | | | | | [removed: 179] [added: 184] | | | | | | [removed: 237] [added: 179] | | |

| Interest income | | | [removed: (1)] [added: (65)] | | | | | | [removed: (18)] [added: (1)] | | | | | | [removed: (20)] [added: (18)] | | |

| Loss on debt extinguishment | | | [removed: 19] [added: 8] | | | | | | [removed: —] [added: 19] | | | | | | [removed: 21] [added: —] | | |

| Other non-operating—net | | | [removed: (16)] [added: 15] | | | | | | [removed: (1)] [added: (16)] | | | | | | [removed: (7)] [added: (1)] | | |

| Earnings before income taxes | | | [removed: 1,543] [added: 5,095] | | | | | | [removed: 463] [added: 1,543] | | | | | | [removed: 772] [added: 463] | | |

| Income tax provision | | | [removed: 283] [added: 1,158] | | | | | | [removed: 31] [added: 283] | | | | | | [removed: 126] [added: 31] | | |

| Net earnings | | | [removed: 1,260] [added: 3,937] | | | | | | [removed: 432] [added: 1,260] | | | | | | [removed: 646] [added: 432] | | |

In addition to measuring the PBO as of December 31, 2022, a remeasurement of the PBO was done in July 2022 when the Company entered into an agreement with an insurance company to purchase a non-participating group annuity contract and transferred approximately $375 million of its primary U.S. defined benefit pension plan’s PBO to the insurance company.

*Salvage values of property, plant, and equipment at the Ince facility*

The United Kingdom restructuring plan included a planned permanent closure of the Company’s Ince facility, which was akin to a decision to dispose of a long-lived asset (group) before the initially intended date and therefore it was determined to be an indicator of impairment.

In response to this impairment indicator, the Company compared the undiscounted cash flows expected to result from the use and eventual disposition of the Ince asset group to its carrying amount and concluded the carrying amount was not recoverable and should be adjusted to its fair value.

The Company estimated fair value based on the salvage value of its Ince asset group by determining the replacement cost of the underlying assets and then adjusting each of the asset categories to an estimated salvage value.

Company considered, but did not rely upon, a market or income based fair value approach as there was not an active secondary market for the Ince assets nor was the property generating future cash flows from operations.

Salvage values were estimated using industry recognized price publications.

We identified the evaluation of the estimated salvage value of the Ince asset group as a critical audit matter.

Subjective auditor judgment was required to evaluate the selection of the valuation approach and assumptions used by the Company to estimate the fair value of these long-lived assets.

Key assumptions made by the Company include inflationary adjustments to original asset costs to arrive at replacement costs and salvage value adjustment factors applied to asset replacement costs.

We involved valuation professionals with specialized skills and knowledge, who assisted in:

- evaluating the Company’s assertion that the cost approach represented the highest and best use of the Ince asset group, by considering whether an active secondary market existed for the Ince assets and whether sufficient income was attributable to the property on an in-use basis

- evaluating inflationary adjustments to original asset costs used in the replacement cost estimates by comparing them to publicly available inflationary indices

- evaluating the estimated salvage value adjustment factors by comparing them to industry recognized price publications.

February 23, 2023

| U.K. operations restructuring | | | 19 | | | | | | — | | | | | | — | | |

| | | | 27 | | | | | | 63 | | | | | | 46 | | |

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | 3,346 | | | | | | — | | | | | | 3,346 | | | | | | 591 | | | | | | 3,937 | | |

| Retirement of treasury stock | | | — | | | | | | 1,370 | | | | | | (109) | | | | | | (1,261) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Balance as of December 31, 2022 | | | $ | 2 | | | | | $ | — | | | | | $ | 1,412 | | | | | $ | 3,867 | | | | | $ | (230) | | | | | $ | 5,051 | | | | | $ | 2,802 | | | | | $ | 7,853 | |

| Net earnings | | | $ | 3,937 | | | | | $ | 1,260 | | | | | $ | 432 | |

| Loss on debt extinguishment | | | 8 | | | | | | 19 | | | | | | — | | |

| U.K. goodwill impairment | | | — | | | | | | 285 | | | | | | — | | |

| Pension settlement loss and curtailment gains | | | 17 | | | | | | — | | | | | | — | | |

Our share of the net earnings from this investment is reported as an element of earnings from operations because PLNL’s operations

For property, plant and equipment that is planned for abandonment, we first consider a market or income-based valuation method.

In situations where a secondary market does not exist and the assets have been idled and planned for abandonment and therefore will not generate future cash flows from operations, we estimate a salvage value for those assets.

| North America | | | $ | 2,659 | | | | | $ | 2,722 | | | | | $ | 2,930 | | | | | $ | 294 | | | | | $ | 605 | | | | | $ | 9,210 | |

| Europe and other | | | 431 | | | | | | 170 | | | | | | 642 | | | | | | 551 | | | | | | 182 | | | | | | 1,976 | | |

| Total revenue | | | $ | 3,090 | | | | | $ | 2,892 | | | | | $ | 3,572 | | | | | $ | 845 | | | | | $ | 787 | | | | | $ | 11,186 | |

The decrease in the balance of customer advances was due primarily to our customers delaying fertilizer transactions at the end of 2022 in anticipation that prices in the future would be lower than the current prices.

| Net earnings attributable to common stockholders | | | $ | 3,346 | | | | | $ | 917 | | | | | $ | 317 | |

| Weighted-average common shares outstanding | | | 203.3 | | | | | | 215.0 | | | | | | 214.9 | | |

*2021 Impairment*

As of December 31, 2021, no goodwill related to our U.K. reporting units remained.

*2022 Impairment and Restructuring*

During the first quarter of 2022, we concluded that the continued impacts of the U.K. energy crisis, including further increases and volatility in natural gas prices due in part to geopolitical events as a result of Russia’s invasion of Ukraine in February 2022, triggered an additional long-lived asset impairment test.

In the second quarter of 2022, we approved and announced our proposed plan to restructure our U.K. operations, including the planned permanent closure of the Ince facility, which had been idled since September 2021, and optimization of the remaining manufacturing operations at our Billingham facility.

Pursuant to our proposed plan to restructure our U.K. operations and dispose of the Ince facility assets before we originally intended, we concluded that an evaluation of our long-lived assets and an additional impairment test was required.

Our assessment then identified the U.K. asset groups as U.K. Ammonia, U.K. AN and U.K. Other, comprising our ongoing U.K. operations, and Ince, U.K. In response to this impairment indicator, we compared the undiscounted cash flows expected to result from the use and eventual disposition of the Ince, U.K. asset group to its carrying amount and concluded the carrying amount was not recoverable and should be adjusted to its fair value.

Specifically, as it relates to the selected discount rates and adjusted RPI assumptions, the actuarial professionals:

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.

- 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.

February 24, 2022

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

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

| Current maturities of long-term debt | | | — | | | | | | 249 | | |

| Balance as of December 31, 2018 | | | $ | 2 | | | | | $ | (504) | | | | | $ | 1,368 | | | | | $ | 2,463 | | | | | $ | (371) | | | | | $ | 2,958 | | | | | $ | 2,773 | | | | | $ | 5,731 | |

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | 493 | | | | | | — | | | | | | 493 | | | | | | 153 | | | | | | 646 | | |

| Retirement of treasury stock | | | — | | | | | | 843 | | | | | | (110) | | | | | | (733) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

New Accounting Standards

On January 1, 2020, we adopted Accounting Standards Update (ASU) No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract.

This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.

This ASU does not affect the accounting for the service element of a hosting arrangement that is a service contract.

We adopted this ASU prospectively.

The adoption of this ASU did not have a material impact on our consolidated financial statements; however, it could have an effect on future financial results if significant new software involving a cloud computing arrangement is implemented.

In this case, a certain portion of the implementation costs would be deferred and expensed over the term of the cloud computing arrangement.

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.

certain level of purchases within the incentive period.

| North America | | | $ | 948 | | | | | $ | 1,269 | | | | | $ | 1,176 | | | | | $ | 200 | | | | | $ | 256 | | | | | $ | 3,849 | |

| Europe and other | | | 165 | | | | | | 73 | | | | | | 94 | | | | | | 306 | | | | | | 103 | | | | | | 741 | | |

| Total revenue | | | $ | 1,113 | | | | | $ | 1,342 | | | | | $ | 1,270 | | | | | $ | 506 | | | | | $ | 359 | | | | | $ | 4,590 | |

The increase in the balance of customer advances was due primarily to higher average selling prices and an increase in forward contracts amidst an increasing price environment.

Under the terms of the agreement, the U.K. government agreed to cover the costs to restart the ammonia plant at Billingham and to offset losses incurred from production for a 21-day period.

As a result, we resumed production of ammonia at the Billingham facility in order to produce carbon dioxide for the United Kingdom.

As of the filing of this report, production continues to be idled at our Ince facility.

*Impairment Charges*

Our assets groups are the same as our reporting units.

In total, we recognized

As of December 31, 2021, after the recognition of the $26 million goodwill impairment charge in the fourth quarter of 2021, we have no remaining goodwill related to our U.K. operations, and the remaining long-lived assets related to our U.K. operations were approximately $425 million, primarily consisting of property, plant and equipment.

Of the factors discussed above, the assumptions regarding product selling prices and natural gas costs included in the expected cash flows utilized in the long-lived asset impairment test were more sensitive than others.

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: 2021,] [added: 2022,] 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: 2021.][added: 2022.]

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: 2021,] [added: 2022,] 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: 2021] [added: 2022] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 24, 2022] [added: 23, 2023] expressed an unqualified opinion on those consolidated financial statements.

While there was no impact on the Company’s internal control over financial reporting during the quarter ended December 31, 2022, in the first quarter of 2023, the Company is upgrading its enterprise resource planning system (ERP) for its North American operations to SAP S/4HANA.

As a result, related changes in its internal control over financial reporting are expected due to the implementation.

February 23, 2023

February 24, 2022

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

White [added: (from January to May 2022)] served as the members of the Compensation and Management Development Committee of the Board.

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

Eaves, Anne P.

[removed: We currently issue stock-based compensation under] [added: See Note 19—Stock-based Compensation for additional information on] the [removed: 2014] [added: 2022] Equity and Incentive Plan.

Equity Compensation Plan Information as of December 31, [removed: 2021][added: 2022]

(1)Includes [removed: 2,637,586] [added: 162,036] shares issuable pursuant to outstanding nonqualified stock options, [removed: 660,849] [added: 546,680] shares issuable pursuant to restricted stock units (RSUs) and [removed: 1,598,640] [added: 1,447,274] shares issuable pursuant to performance restricted stock units (PSUs) under [removed: our] [added: the 2022 Equity and Incentive Plan, the CF Industries Holdings, Inc.] 2014 Equity and Incentive Plan [removed: and our 2009] [added: (the 2014] Equity [added: and] Incentive [removed: Plan.][added: Plan) and the CF]

The PSUs [removed: shown] [added: included] in [removed: the] [added: this] table [removed: above] reflect the full amount awarded to plan participants in [removed: 2019, 2020] [added: 2020, 2021] and [removed: 2021.][added: 2022.]

The three-year performance periods for the PSUs awarded in [removed: 2019, 2020][added: 2020, 2021 and 2022 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 outstanding as of December 31, [removed: 2021] [added: 2022] in [removed: “Note 20—Stock-based Compensation”] [added: Note 19—Stock-based Compensation] reflects all of the [removed: 2019] PSUs [removed: awarded,] [added: awarded in 2020,] but only two-thirds of the [removed: 2020] PSUs awarded [added: in 2021] and one-third of the [removed: 2021] PSUs [removed: awarded.][added: awarded in 2022.]

(3)Under the [removed: 2014] [added: 2022] Equity and Incentive Plan, [added: upon] the [added: grant of an award, the] number of shares available for issuance [removed: will be] [added: is] reduced [removed: (i)] by one share for each share [removed: issued pursuant] [added: subject] to [removed: options and stock appreciation rights and (ii) by 1.61 shares for each share of stock] [added: or] issued [removed: pursuant to RSUs and PSUs.][added: in respect of such awards.]

We currently issue stock-based compensation under the CF Industries Holdings, Inc. 2022 Equity and Incentive Plan (the 2022 Equity and Incentive Plan) which permits grants of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards, which in each case may be conditioned on performance criteria, to employees and certain consultants of the Company and its subsidiaries and non-employee directors of the Company.

| Equity compensation plans approved by security holders | | | 2,155,990 | | | | | | $ | 37.72 | | | | | 6,796,615 | | |

| Total | | | 2,155,990 | | | | | | $ | 37.72 | | | | | 6,796,615 | | |

Industries Holdings, Inc. 2009 Equity Incentive Plan.

Under the 2022 Equity and Incentive Plan, shares withheld for taxes on awards are added to the number of shares available for issuance.

If any restricted stock units (including any performance restricted stock units) granted under the 2014 Equity and Incentive Plan terminates or expires without delivery of shares, the number of shares available for issuance under the 2022 Equity and Incentive Plan is increased by 1.61 shares for each share that had been subject to such restricted stock unit at the time of such termination or expiration.

Under the 2014 Equity and Incentive Plan, we may grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards (payable in cash or stock) and other stock or cash-based awards.

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

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

and 2021 are in each case composed of three one-year periods with performance goals set annually.

See Note 20—Stock-based Compensation for additional information on the 2014 Equity and Incentive Plan.

Information appearing in the Proxy Statement under the headings “Proposal [removed: 4:] [added: 5:] Ratification of Selection of Independent Registered Public Accounting Firm for [removed: 2022—Audit] [added: 2023—Audit] and Non-Audit Fees” and “Proposal [removed: 4:] [added: 5:] Ratification of Selection of Independent Registered Public Accounting Firm for [removed: 2022—Pre-Approval] [added: 2023—Pre-Approval] of Audit and Non-Audit Services” is incorporated herein by reference.

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#icb601558514d4864a3d1deaa3d9a6240_193) [(](#icb601558514d4864a3d1deaa3d9a6240_193)KPMG] [added: Firm (](#ie183ce54f0b04ae881906dad360462d8_196)KPMG] LLP, Chicago, IL, Auditor Firm ID: 185) | | | [removed: [63](#icb601558514d4864a3d1deaa3d9a6240_85)] [added: [60](#ie183ce54f0b04ae881906dad360462d8_85)] | | |

| | | | [Consolidated Statements of [removed: Operations](#icb601558514d4864a3d1deaa3d9a6240_88)] [added: Operations](#ie183ce54f0b04ae881906dad360462d8_88)] | | | [removed: [66](#icb601558514d4864a3d1deaa3d9a6240_88)] [added: [63](#ie183ce54f0b04ae881906dad360462d8_88)] | | |

| | | | [Consolidated Statements of Comprehensive [removed: Income](#icb601558514d4864a3d1deaa3d9a6240_91)] [added: Income](#ie183ce54f0b04ae881906dad360462d8_91)] | | | [removed: [67](#icb601558514d4864a3d1deaa3d9a6240_91)] [added: [64](#ie183ce54f0b04ae881906dad360462d8_91)] | | |

| | | | [Consolidated Balance [removed: Sheets](#icb601558514d4864a3d1deaa3d9a6240_94)] [added: Sheets](#ie183ce54f0b04ae881906dad360462d8_94)] | | | [removed: [68](#icb601558514d4864a3d1deaa3d9a6240_94)] [added: [65](#ie183ce54f0b04ae881906dad360462d8_94)] | | |

| | | | [Consolidated Statements of [removed: Equity](#icb601558514d4864a3d1deaa3d9a6240_97)] [added: Equity](#ie183ce54f0b04ae881906dad360462d8_97)] | | | [removed: [69](#icb601558514d4864a3d1deaa3d9a6240_97)] [added: [66](#ie183ce54f0b04ae881906dad360462d8_97)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#icb601558514d4864a3d1deaa3d9a6240_100)] [added: Flows](#ie183ce54f0b04ae881906dad360462d8_100)] | | | [removed: [70](#icb601558514d4864a3d1deaa3d9a6240_100)] [added: [67](#ie183ce54f0b04ae881906dad360462d8_100)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#icb601558514d4864a3d1deaa3d9a6240_103)] [added: Statements](#ie183ce54f0b04ae881906dad360462d8_103)] | | | [removed: [71](#icb601558514d4864a3d1deaa3d9a6240_103)] [added: [68](#ie183ce54f0b04ae881906dad360462d8_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: [119](#icb601558514d4864a3d1deaa3d9a6240_226)] [added: [118](#ie183ce54f0b04ae881906dad360462d8_232)] 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](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)] [added: 2010)](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](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)] [added: 2013)*](http://www.sec.gov/Archives/edgar/data/1324404/000110465913080054/a13-23221_1ex2d1.htm)] | | |

| [2.4](https://www.sec.gov/Archives/edgar/data/1324404/000132440422000008/cf-12312021xex24.htm) | | | | | | [Second Amended and Restated Limited Liability Company Agreement of CF Industries Nitrogen, LLC, dated as of December 18, 2015, by and between CF Industries Sales, LLC and CHS Inc.](https://www.sec.gov/Archives/edgar/data/1324404/000132440422000008/cf-12312021xex24.htm) [added: [(incorporated by reference to Exhibit 2.4 to CF Industries H](https://www.sec.gov/Archives/edgar/data/1324404/000132440422000008/cf-12312021xex24.htm)[oldings, Inc.](https://www.sec.gov/Archives/edgar/data/1324404/000132440422000008/cf-12312021xex24.htm)[’](https://www.sec.gov/Archives/edgar/data/1324404/000132440422000008/cf-12312021xex24.htm)[s Annual Report on Form 10-K filed with the SEC on February 24, 2022)](https://www.sec.gov/Archives/edgar/data/1324404/000132440422000008/cf-12312021xex24.htm)] [*,](https://www.sec.gov/Archives/edgar/data/1324404/000132440422000008/cf-12312021xex24.htm) | | |

| [2.5](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex21.htm) | | | | | | [First Amendment to the Second Amended and Restated Limited Liability Company Agreement of CF Industries Nitrogen, LLC, dated as of March 30, 2018, by and among CF Industries Nitrogen, LLC, CF Industries Sales, LLC, CF USA Holdings, LLC and CHS Inc. (incorporated by reference to Exhibit 2.1 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 3, [removed: 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)] [added: 2018)*](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex21.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](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)] [added: 2017)](http://www.sec.gov/Archives/edgar/data/1324404/000110465917046815/a17-18203_1ex3d2.htm)] | | |

| [removed: [3.2](https://www.sec.gov/Archives/edgar/data/1324404/000132440421000015/cf-03312021xex31.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1324404/000110465922127396/tm2232350d1_ex3-1.htm)] | | | | | | [removed: [Fourth] [added: [Fifth] Amended and Restated Bylaws of CF Industries Holdings, Inc., effective [removed: October 14, 2015, as amended April 20, 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] [added: December 13, 2022 (incorporated] by reference to Exhibit 3.1 to CF Industries Holdings, [removed: Inc.’s Quarterly] [added: Inc.'s Current] Report on Form [removed: 10-Q] [added: 8-K] filed with the SEC on [removed: 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)] [added: December 15, 2022)](https://www.sec.gov/Archives/edgar/data/1324404/000110465922127396/tm2232350d1_ex3-1.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](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)] [added: 2017)](http://www.sec.gov/Archives/edgar/data/1324404/000110465917046815/a17-18203_1ex4d3.htm)] | | |

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1324404/000132440422000008/cf-12312021xex42.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000006/cf-12312022xex42.htm)] | | | | | | [Description of common stock of CF Industries Holdings, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1324404/000132440422000008/cf-12312021xex42.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000006/cf-12312022xex42.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](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)[,] [added: Holdings,] Inc.'s Current Report on Form 8-K filed with the SEC on May 23, [removed: 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)] [added: 2013)](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](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)[,] [added: Holdings,] Inc.’s Current Report on Form 8-K filed with the SEC on May 23, [removed: 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)] [added: 2013)](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](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex410.htm)[)](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)] | | |

| [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](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex42.htm)[)](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)] | | |

| [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](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex42.htm)[)](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)] | | |

| [4.8](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-1.htm) | | | | | | [Fourth Supplement, dated as of January 28, 2022, relating to [removed: the](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-1.htm) [2023](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-1.htm) [Notes Supplement](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-1.htm) [(incorporated] [added: the 2023 Notes Supplement (incorporated] by reference to Exhibit 4.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on [removed: February](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-1.htm) [1](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-1.htm)[, 2022](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-1.htm)[)](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-1.htm)] [added: February 1, 2022)](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-1.htm)] | | |

| [removed: [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)] [added: [4.9](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](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)[,] [added: Holdings,] Inc.’s Current Report on Form 8-K filed with the SEC on May 23, [removed: 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)] [added: 2013)](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d3.htm)] | | |

| [removed: [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)] [added: [4.10](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](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex412.htm)[)](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)] | | |

| [removed: [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)] [added: [4.11](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](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex43.htm)[)](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)] | | |

| [removed: [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)] [added: [4.12](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](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex43.htm)[)](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)] | | |

| [4.13](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-4.htm) | | | | | | [Fourth Supplement, dated as of January 28, 2022, relating to [removed: the](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-4.htm) [2043](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-4.htm) [Notes Supplement](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-4.htm) [(incorporated] [added: the 2043 Notes Supplement (incorporated] by reference to Exhibit 4.4 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on [removed: February](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-4.htm) [1](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-4.htm)[, 2022](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-4.htm)[)](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-4.htm)] [added: February 1, 2022)](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-4.htm)] | | |

| [removed: [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)] [added: [4.14](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](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)] [added: 2014)](http://www.sec.gov/Archives/edgar/data/1324404/000110465914018243/a14-7194_5ex4d2.htm)] | | |

| [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](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex414.htm)[)](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)] | | |

| [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](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex44.htm)[)](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)] | | |

| [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](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex44.htm)[)](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)] | | |

| [4.18](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-3.htm) | | | | | | [Fourth Supplement, dated as of January 28, 2022, relating to [removed: the](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-3.htm) [2034](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-3.htm) [Notes Supplement](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-3.htm) [(incorporated] [added: the 2034 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 [removed: February](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-3.htm) [1](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-3.htm)[, 2022](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-3.htm)[)](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-3.htm)] [added: February 1, 2022)](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-3.htm)] | | |

| [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](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)] [added: 2014)](http://www.sec.gov/Archives/edgar/data/1324404/000110465914018243/a14-7194_5ex4d3.htm)] | | |

| [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](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex416.htm)[)](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)] | | |

| [removed: [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)] [added: [4.21](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex45.htm)] | | | | | | [Second Supplement, dated as of March 29, 2018, 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 3, [removed: 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)] [added: 2018)](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex45.htm)] | | |

| [removed: [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)] [added: [4.22](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex45.htm)] | | | | | | [Third Supplement, dated as of March 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 2, [removed: 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)] [added: 2019)](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex45.htm)] | | |

| [4.23](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-5.htm) | | | | | | [Fourth Supplement, dated as of January 31, 2022, relating to [removed: the](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-5.htm) [2044](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-5.htm) [Notes Supplement](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-5.htm) [(incorporated] [added: the 2044 Notes Supplement (incorporated] by reference to Exhibit 4.5 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on [removed: February](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-5.htm) [1](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-5.htm)[, 2022](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-5.htm)[)](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-5.htm)] [added: February 1, 2022)](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-5.htm)] | | |

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1324404/000110465916158474/a16-21947_1ex4d1.htm)[4](http://www.sec.gov/Archives/edgar/data/1324404/000110465916158474/a16-21947_1ex4d1.htm)] [added: [4.2](http://www.sec.gov/Archives/edgar/data/1324404/000110465916158474/a16-21947_1ex4d2.htm)[4](http://www.sec.gov/Archives/edgar/data/1324404/000110465916158474/a16-21947_1ex4d2.htm)] | | | | | | [Indenture, dated as of November 21, 2016, among CF Industries Holdings, Inc., CF Industries, Inc., the Subsidiary Guarantors (as defined therein) party thereto and Wells Fargo Bank, National Association, as trustee and collateral agent, relating to CF Industries, Inc.’s [removed: 3.400%] [added: 4.500%] Senior Secured Notes due [removed: 2021] [added: 2026] (includes form of note) (the [removed: “2021] [added: “2026] Notes Indenture”) (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on November 22, [removed: 2016](http://www.sec.gov/Archives/edgar/data/1324404/000110465916158474/a16-21947_1ex4d1.htm)[)](http://www.sec.gov/Archives/edgar/data/1324404/000110465916158474/a16-21947_1ex4d1.htm)] [added: 2016)](http://www.sec.gov/Archives/edgar/data/1324404/000110465916158474/a16-21947_1ex4d2.htm)] | | |

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex46.htm)[5](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex46.htm)] [added: [4.2](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex47.htm)[5](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex47.htm)] | | | | | | [First Supplemental Indenture, dated as of March 29, 2018, relating to the [removed: 2021] [added: 2026] Notes Indenture (incorporated by reference to Exhibit [removed: 4.6] [added: 4.7] to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 3, [removed: 2018](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex46.htm)[)](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex46.htm)] [added: 2018)](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex47.htm)] | | |