Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

CF Industries Holdings, Inc.:

Opinion on the Consolidated Financial Statements

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

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

CF INDUSTRIES HOLDINGS, INC.

Measurements of projected benefit obligations

As discussed in Note 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 was $274 million and $347 million, respectively, as of December 31, 2022. The Company’s PBO represents an actuarially determined estimate of the present value of the future benefit payments attributed to past service under its pension plans to the beneficiaries of those plans. 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. Determining the PBO requires the Company to make assumptions, including the selection of a discount rate for each of the North American and United Kingdom plans and assumptions relating to inflationary increases, including but not limited to an adjusted retail price index (RPI) for the United Kingdom plans. The selected discount rates and adjusted RPI are then applied to these future benefit payments in determining the present value of those obligations.

We identified the evaluation of the Company’s PBO measurements in July 2022 and as of December 31, 2022 to be a critical audit matter. Specialized skills were needed to evaluate the assumptions regarding the discount rates utilized in the measurement of the PBO for each of the North American and United Kingdom plans and the adjusted RPI utilized in the measurement of the PBO for the Company’s United Kingdom plans. In addition, a high degree of auditor judgment was required to evaluate these discount rates and the adjusted RPI, as minor changes to these assumptions could have had a significant impact on the PBO.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s pension accounting process, including controls related to the determination of discount rates and adjusted RPI assumptions. We involved actuarial professionals with specialized skills and knowledge, who assisted in:

• developing an understanding and assessing the methods used by the Company’s actuaries to develop the discount rates and adjusted RPI

• evaluating the relevance and reliability of information used by the Company’s actuaries in the development of the discount rates and the adjusted RPI

• evaluating the North American discount rates’ period over period change using market trends based on published yield curves and indices

• 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 developing a single equivalent discount rate using the PBO cash flows and publicly available yield curves for the North American pension plans, and comparing that to the Company’s selected discount rates for North America

• 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 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 comparing that to the Company’s adjusted RPI.

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

As discussed in Notes 2, 5, and 6 to the consolidated financial statements, the Company recognized long-lived asset impairment charges of $152 million in the year ended December 31, 2022, including $135 million of property, plant, and equipment impairment related to the restructuring of its operations within the United Kingdom. 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. The

CF INDUSTRIES HOLDINGS, INC.

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. Changes to these assumptions could have had a significant impact on the fair value of the Ince asset group and, as a result, on the amount of the impairment charges recognized.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s long-lived assets impairment process, including controls related to the selection of the valuation approach and assumptions used to estimate salvage values as noted above. 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.

(signed) KPMG LLP

We have served as the Company’s auditor since 1983.

Chicago, Illinois

February 23, 2023

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

			Year ended December 31,
			2022						2021						2020
			(in millions, except per share amounts)
Net sales			$	11,186					$	6,538					$	4,124
Cost of sales			5,325						4,151						3,323
Gross margin			5,861						2,387						801
Selling, general and administrative expenses			290						223						206
U.K. goodwill impairment			—						285						—
U.K. long-lived and intangible asset impairment			239						236						—
U.K. operations restructuring			19						—						—
Other operating—net			10						(39)						(17)
Total other operating costs and expenses			558						705						189
Equity in earnings of operating affiliate			94						47						11
Operating earnings			5,397						1,729						623
Interest expense			344						184						179
Interest income			(65)						(1)						(18)
Loss on debt extinguishment			8						19						—
Other non-operating—net			15						(16)						(1)
Earnings before income taxes			5,095						1,543						463
Income tax provision			1,158						283						31
Net earnings			3,937						1,260						432
Less: Net earnings attributable to noncontrolling interest			591						343						115
Net earnings attributable to common stockholders			$	3,346					$	917					$	317
Net earnings per share attributable to common stockholders:
Basic			$	16.45					$	4.27					$	1.48
Diluted			$	16.38					$	4.24					$	1.47
Weighted-average common shares outstanding:
Basic			203.3						215.0						214.9
Diluted			204.2						216.2						215.2

See Accompanying Notes to Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

			Year ended December 31,
			2022						2021						2020
			(in millions)
Net earnings			$	3,937					$	1,260					$	432
Other comprehensive income:
Foreign currency translation adjustment—net of taxes			(38)						3						44
Derivatives—net of taxes			(1)						—						(1)
Defined benefit plans—net of taxes			66						60						3
			27						63						46
Comprehensive income			3,964						1,323						478
Less: Comprehensive income attributable to noncontrolling interest			591						343						115
Comprehensive income attributable to common stockholders			$	3,373					$	980					$	363

See Accompanying Notes to Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

			December 31,
			2022						2021
			(in millions, except share and per share amounts)
Assets
Current assets:
Cash and cash equivalents			$	2,323					$	1,628
Accounts receivable—net			582						497
Inventories			474						408
Prepaid income taxes			215						4
Other current assets			79						56
Total current assets			3,673						2,593
Property, plant and equipment—net			6,437						7,081
Investment in affiliate			74						82
Goodwill			2,089						2,091
Operating lease right-of-use assets			254						243
Other assets			786						285
Total assets			$	13,313					$	12,375
Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses			$	575					$	565
Income taxes payable			3						24
Customer advances			229						700
Current operating lease liabilities			93						89
Other current liabilities			95						54
Total current liabilities			995						1,432
Long-term debt			2,965						3,465
Deferred income taxes			958						1,029
Operating lease liabilities			167						162
Other liabilities			375						251
Equity:
Stockholders’ equity:
Preferred stock—$0.01 par value, 50,000,000 shares authorized			—						—
Common stock—$0.01 par value, 500,000,000 shares authorized, 2022—195,604,404 shares issued and 2021—207,603,940 shares issued			2						2
Paid-in capital			1,412						1,375
Retained earnings			3,867						2,088
Treasury stock—at cost, 2022—0 shares and 2021—27,962 shares			—						(2)
Accumulated other comprehensive loss			(230)						(257)
Total stockholders’ equity			5,051						3,206
Noncontrolling interest			2,802						2,830
Total equity			7,853						6,036
Total liabilities and equity			$	13,313					$	12,375

See Accompanying Notes to Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

			Common Stockholders
			$0.01 Par Value Common Stock						Treasury Stock						Paid-In Capital						Retained Earnings						Accumulated Other Comprehensive Loss						Total Stockholders’ Equity						Noncontrolling Interest						Total Equity
			(in millions)
Balance as of December 31, 2019			$	2					$	—					$	1,303					$	1,958					$	(366)					$	2,897					$	2,740					$	5,637
Net earnings			—						—						—						317						—						317						115						432
Other comprehensive income			—						—						—						—						46						46						—						46
Purchases of treasury stock			—						(100)						—						—						—						(100)						—						(100)
Retirement of treasury stock			—						107						(17)						(90)						—						—						—						—
Acquisition of treasury stock under employee stock plans			—						(13)						—						—						—						(13)						—						(13)
Issuance of $0.01 par value common stock under employee stock plans			—						2						6						—						—						8						—						8
Stock-based compensation expense			—						—						25						—						—						25						—						25
Cash dividends ($1.20 per share)			—						—						—						(258)						—						(258)						—						(258)
Distributions declared to noncontrolling interest			—						—						—						—						—						—						(174)						(174)
Balance as of December 31, 2020			$	2					$	(4)					$	1,317					$	1,927					$	(320)					$	2,922					$	2,681					$	5,603
Net earnings			—						—						—						917						—						917						343						1,260
Other comprehensive income			—						—						—						—						63						63						—						63
Purchases of treasury stock			—						(540)						—						—						—						(540)						—						(540)
Retirement of treasury stock			—						554						(58)						(496)						—						—						—						—
Acquisition of treasury stock under employee stock plans			—						(13)						—						—						—						(13)						—						(13)
Issuance of $0.01 par value common stock under employee stock plans			—						1						65						—						—						66						—						66
Stock-based compensation expense			—						—						30						—						—						30						—						30
Cash dividends ($1.20 per share)			—						—						—						(260)						—						(260)						—						(260)
Deferred tax related to noncontrolling interest			—						—						21						—						—						21						—						21
Distributions declared to noncontrolling interest			—						—						—						—						—						—						(194)						(194)
Balance as of December 31, 2021			$	2					$	(2)					$	1,375					$	2,088					$	(257)					$	3,206					$	2,830					$	6,036
Net earnings			—						—						—						3,346						—						3,346						591						3,937
Other comprehensive income			—						—						—						—						27						27						—						27
Purchases of treasury stock			—						(1,346)						—						—						—						(1,346)						—						(1,346)
Retirement of treasury stock			—						1,370						(109)						(1,261)						—						—						—						—
Acquisition of treasury stock under employee stock plans			—						(23)						—						—						—						(23)						—						(23)
Issuance of $0.01 par value common stock under employee stock plans			—						1						105						—						—						106						—						106
Stock-based compensation expense			—						—						41						—						—						41						—						41
Cash dividends ($1.50 per share)			—						—						—						(306)						—						(306)						—						(306)
Distributions declared to noncontrolling interest			—						—						—						—						—						—						(619)						(619)
Balance as of December 31, 2022			$	2					$	—					$	1,412					$	3,867					$	(230)					$	5,051					$	2,802					$	7,853

See Accompanying Notes to Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

			Year ended December 31,
			2022						2021						2020
			(in millions)
Operating Activities:
Net earnings			$	3,937					$	1,260					$	432
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization			850						888						892
Deferred income taxes			(107)						(196)						(74)
Stock-based compensation expense			41						30						25
Loss on debt extinguishment			8						19						—
Unrealized net loss (gain) on natural gas derivatives			41						25						(6)
(Gain) loss on embedded derivative			(14)						1						3
U.K. goodwill impairment			—						285						—
U.K. long-lived and intangible asset impairment			239						236						—
Pension settlement loss and curtailment gains			17						—						—
Gain on sale of emission credits			(6)						(49)						—
Loss on disposal of property, plant and equipment			2						3						15
Undistributed earnings of affiliate—net of taxes			(1)						(6)						(1)
Changes in:
Accounts receivable—net			(110)						(235)						(19)
Inventories			(93)						(123)						27
Accrued and prepaid income taxes			(227)						94						8
Accounts payable and accrued expenses			1						142						(15)
Customer advances			(471)						570						11
Other—net			(252)						(71)						(67)
Net cash provided by operating activities			3,855						2,873						1,231
Investing Activities:
Additions to property, plant and equipment			(453)						(514)						(309)
Proceeds from sale of property, plant and equipment			1						1						2
Distributions received from unconsolidated affiliate			6						—						6
Insurance proceeds for property, plant and equipment			—						—						2
Purchase of investments held in nonqualified employee benefit trust			(1)						(13)						—
Proceeds from sale of investments held in nonqualified employee benefit trust			1						12						—
Purchase of emission credits			(9)						(10)						—
Proceeds from sale of emission credits			15						58						—
Net cash used in investing activities			(440)						(466)						(299)
Financing Activities:
Payments of long-term borrowings			(507)						(518)						—
Proceeds from short-term borrowings			—						—						500
Repayments of short-term borrowings			—						—						(500)
Payment to CHS related to credit provision			—						(5)						(5)
Financing fees			(4)						—						—
Dividends paid on common stock			(306)						(260)						(258)
Distributions to noncontrolling interest			(619)						(194)						(174)
Purchases of treasury stock			(1,347)						(539)						(100)
Proceeds from issuances of common stock under employee stock plans			106						64						5
Cash paid for shares withheld for taxes			(23)						(11)						(10)
Net cash used in financing activities			(2,700)						(1,463)						(542)
Effect of exchange rate changes on cash and cash equivalents			(20)						1						6
Increase in cash and cash equivalents			695						945						396
Cash and cash equivalents at beginning of period			1,628						683						287
Cash and cash equivalents at end of period			$	2,323					$	1,628					$	683

See Accompanying Notes to Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Background and Basis of Presentation

Our mission is to provide clean energy to feed and fuel the world sustainably. With our employees focused on safe and reliable operations, environmental stewardship, and disciplined capital and corporate management, we are on a path to decarbonize our ammonia production network – the world’s largest – to enable green and blue hydrogen and nitrogen products for energy, fertilizer, emissions abatement and other industrial activities. Our 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 principal customers are cooperatives, independent fertilizer distributors, traders, wholesalers and industrial users. Our core product is anhydrous ammonia (ammonia), which contains 82% nitrogen and 18% hydrogen. Our nitrogen products that are upgraded from ammonia are granular urea, urea ammonium nitrate solution (UAN) and ammonium nitrate (AN). Our other nitrogen products include diesel exhaust fluid (DEF), urea liquor, nitric acid and aqua ammonia, which are sold primarily to our industrial customers.

All references to “CF Holdings,” “the Company,” “we,” “us” and “our” refer to CF Industries Holdings, Inc. and its subsidiaries, except where the context makes clear that the reference is only to CF Industries Holdings, Inc. itself and not its subsidiaries. All references to “CF Industries” refer to CF Industries, Inc., a 100% owned subsidiary of CF Industries Holdings, Inc.

Our principal assets as of December 31, 2022 include:

• five U.S. nitrogen manufacturing facilities, located in Donaldsonville, Louisiana; Sergeant Bluff, Iowa (our Port Neal complex); Yazoo City, Mississippi; 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 remainder. See Note 17—Noncontrolling Interest for additional information on our strategic venture with CHS;

• two Canadian nitrogen manufacturing facilities, located in Medicine Hat, Alberta and Courtright, Ontario;

• a United Kingdom nitrogen manufacturing facility, located in Billingham;

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

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

2. Summary of Significant Accounting Policies

Consolidation and Noncontrolling Interest

The consolidated financial statements of CF Holdings include the accounts of CF Industries and all majority-owned subsidiaries. All significant intercompany transactions and balances have been eliminated.

We own approximately 89% of the membership interests in CFN and consolidate CFN in our financial statements. CHS’ minority equity interest in CFN is included in noncontrolling interest in our consolidated financial statements. See Note 17—Noncontrolling Interest for additional information.

CF INDUSTRIES HOLDINGS, INC.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Such estimates and assumptions are used for, but are not limited to, net realizable value of inventories, environmental remediation liabilities, environmental and litigation contingencies, plant closure and asset retirement obligations, the cost of emission credits required to meet environmental regulations, the cost of customer incentives, useful lives of property and identifiable intangible assets, the evaluation of potential impairments of property, investments, identifiable intangible assets and goodwill, income tax reserves and the assessment of the realizability of deferred tax assets, measurement of the fair values of investments for which markets are not active, the determination of the funded status and annual expense of defined benefit pension and other postretirement plans and the valuation of stock-based compensation awards granted to employees.

Revenue Recognition

We follow a five-step model for revenue recognition. The five steps are: (1) identification of the contract(s) with the customer, (2) identification of the performance obligation(s) in the contract(s), (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligation(s), and (5) recognition of revenue when (or as) each performance obligation is satisfied. Control of our products transfers to our customers when the customer is able to direct the use of, and obtain substantially all of the benefits from, our products, which occurs at the later of when title or risk of loss transfers to the customer. Control generally transfers to the customer at a point in time upon loading of our product onto transportation equipment or delivery to a customer destination. Revenue from forward sales programs is recognized on the same basis as other sales regardless of when the customer advances are received.

In situations where we have agreed to arrange delivery of the product to the customer’s intended destination and control of the product transfers upon loading of our product, we have elected to not identify delivery of the product as a performance obligation. We account for freight income associated with the delivery of these products as freight revenue, since this activity fulfills our obligation to transfer the product to the customer. Shipping and handling costs incurred by us are included in cost of sales.

We offer cash incentives to certain customers based on the volume of their purchases over a certain period. Customer incentives are reported as a reduction in net sales.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less. The carrying value of cash and cash equivalents approximates fair value.

Investments

Short-term investments and noncurrent investments are accounted for primarily as available-for-sale securities reported at fair value. Changes in the fair value of available-for-sale debt securities are recognized in other comprehensive income. Changes in the fair value of available-for-sale equity securities are recognized through earnings. The carrying values of short-term investments, if any, approximate fair values because of the short maturities and the highly liquid nature of these investments.

Inventories

Inventories are reported at the lower of cost and net realizable value with cost determined on a first-in, first-out and average cost basis. Inventory includes the cost of materials, production labor and production overhead. Inventory at warehouses and terminals also includes distribution costs to move inventory to the distribution facilities. Net realizable value is reviewed at least quarterly. Fixed production costs related to idle capacity are not included in the cost of inventory but are charged directly to cost of sales in the period incurred.

Investment in Unconsolidated Affiliate

The equity method of accounting is used for our investment in an affiliate that we do not consolidate, but over which we have the ability to exercise significant influence. Our equity method investment for which the results are included in operating earnings consists of our 50% ownership interest in PLNL, which operates an ammonia production facility in Trinidad. Our share of the net earnings from this investment is reported as an element of earnings from operations because PLNL’s operations

CF INDUSTRIES HOLDINGS, INC.

provide additional production and are integrated with our supply chain and sales activities in the Ammonia segment. See Note 8—Equity Method Investment for additional information.

Profits resulting from sales or purchases with equity method investees are eliminated until realized by the investee or investor, respectively. Investments in affiliates are reviewed for impairment whenever events or circumstances indicate that the carrying value may not be recoverable. If circumstances indicate that the fair value of an investment in an affiliate is less than its carrying value, and the reduction in value is other than temporary, the reduction in value would be recognized immediately in earnings.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method and are recorded over the estimated useful life of the property, plant and equipment. Useful lives are as follows:

			Years
Mobile and office equipment			3 to 10
Production facilities and related assets			2 to 30
Land improvements			10 to 30
Buildings			10 to 40

We periodically review the useful lives assigned to our property, plant and equipment and we change the estimates to reflect the results of those reviews.

Scheduled inspections, replacements and overhauls of plant machinery and equipment at our continuous process manufacturing facilities during a full plant shutdown are referred to as plant turnarounds. Plant turnarounds are accounted for under the deferral method, as opposed to the direct expense or built-in overhaul methods. Under the deferral method, expenditures related to turnarounds are capitalized in property, plant and equipment when incurred and amortized to production costs on a straight-line basis over the period benefited, which is until the next scheduled turnaround in up to five years. If the direct expense method were used, all turnaround costs would be expensed as incurred. Internal employee costs and overhead amounts are not considered turnaround costs and are not capitalized. Turnaround costs are classified as investing activities and included in capital expenditures in our consolidated statements of cash flows. See Note 6—Property, Plant and Equipment—Net for additional information.

Recoverability of Long-Lived Assets

We review property, plant and equipment and other long-lived assets at the asset group level in order to assess recoverability based on expected future undiscounted cash flows whenever events or circumstances indicate that the carrying value may not be recoverable. If the sum of the expected future net undiscounted cash flows is less than the carrying value, an impairment loss would be recognized. The impairment loss is measured as the amount by which the carrying value exceeds the fair value of the asset. 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. See Note 5—United Kingdom Operations Restructuring and Impairment Charges and Note 6—Property, Plant and Equipment—Net for additional information.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price of an acquired entity over the amounts assigned to the assets acquired and liabilities assumed. Goodwill is not amortized, but is reviewed for impairment annually or more frequently whenever events or circumstances indicate that the carrying value may not be recoverable. We perform our annual goodwill impairment review in the fourth quarter of each year at the reporting unit level. Our evaluation generally begins with a qualitative assessment of the factors that could impact the significant inputs used to estimate fair value. If after performing the qualitative assessment, we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, then no further analysis is necessary. However, if the results of the qualitative test are unclear, we perform a quantitative test, which involves comparing the fair value of a reporting unit with its carrying amount, including goodwill. We use an income-based valuation method, determining the present value of future cash flows, to estimate the fair value of a reporting unit. If the fair value of a reporting unit exceeds its carrying amount, no further analysis is necessary. If the fair value of the reporting unit is less than its carrying amount, goodwill impairment would be recognized equal to the amount of the carrying value in excess of the reporting unit’s fair value, limited to the total amount of goodwill allocated to the reporting unit.

CF INDUSTRIES HOLDINGS, INC.

Our intangible assets are presented in other assets on our consolidated balance sheets. See Note 5—United Kingdom Operations Restructuring and Impairment Charges and Note 7—Goodwill and Other Intangible Assets for additional information regarding our goodwill and other intangible assets.

Leases

Right-of-use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate the present value represents our secured incremental borrowing rate and is calculated based on the treasury yield curve commensurate with the term of each lease, and a spread representative of our secured borrowing costs. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Leases may be classified as either operating leases or finance leases. We have made an accounting policy election to not include leases with an initial term of 12 months or less on the balance sheet. For finance leases, if any, ROU assets are amortized over the lease term on a straight-line basis and interest expense is recognized using the effective interest method and based on the lease liability at period end. For operating leases, rental payments, including rent holidays, leasehold incentives, and scheduled rent increases are expensed on a straight-line basis. Leasehold improvements are amortized over the shorter of the depreciable lives of the corresponding fixed assets or the lease term including any applicable renewals. For our rail car leases, barge tow charters, and terminal and warehouse storage agreements, we have made an accounting policy election to not separate lease and non-lease components, such as operating costs and maintenance, due to sufficient data not being available. As a result, the non-lease components are included in the ROU assets and lease liabilities on our consolidated balance sheet. See Note 24—Leases for additional information.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are projected to be recovered or settled. Realization of deferred tax assets is dependent on our ability to generate sufficient taxable income of an appropriate character in future periods. A valuation allowance is established if it is determined to be more likely than not that a deferred tax asset will not be realized. Significant judgment is applied in evaluating the need for and magnitude of appropriate valuation allowances against deferred tax assets.

We record our tax expense for Global Intangible Low-Taxed Income (GILTI) as an expense in the period in which incurred and as such do not record a deferred tax liability for taxes that may be due in future periods.

Interest and penalties related to unrecognized tax benefits are reported as interest expense and income tax expense, respectively.

See Note 10—Income Taxes for additional information.

Customer Advances

Customer advances represent cash received from customers following acceptance of orders under our forward sales programs. Under such advances, the customer prepays a portion of the value of the sales contract prior to obtaining control of the product, thereby reducing or eliminating accounts receivable from customers. Revenue is recognized when the customer obtains control of the product.

Derivative Financial Instruments

Natural gas is the principal raw material used to produce nitrogen-based products. We manage the risk of changes in natural gas prices primarily through the use of derivative financial instruments. The derivative instruments that we use are primarily natural gas fixed price swaps, basis swaps and options traded in the over-the-counter (OTC) markets. The derivatives reference primarily a NYMEX futures price index, which represent the basis for fair value at any given time. These derivatives are traded in months forward and settlements are scheduled to coincide with anticipated gas purchases during those future periods. We do not use derivatives for trading purposes and are not a party to any leveraged derivatives.

Derivative financial instruments are accounted for at fair value and recognized as current or noncurrent assets and liabilities on our consolidated balance sheets. We use natural gas derivatives as an economic hedge of natural gas price risk, but without the application of hedge accounting. As a result, changes in fair value of these contracts are recognized in earnings. The fair values of derivative instruments and any related cash collateral are reported on a gross basis rather than on a net basis. Cash flows related to natural gas derivatives are reported as operating activities.

CF INDUSTRIES HOLDINGS, INC.

See Note 15—Derivative Financial Instruments for additional information.

Debt Issuance Costs

Costs associated with the issuance of debt are recorded on the balance sheet as a direct deduction from the carrying amount of the related debt liability. Costs associated with entering into revolving credit facilities are recorded as an asset in noncurrent assets. All debt issuance costs are amortized over the term of the related debt using the effective interest rate method. Debt issuance discounts are netted against the related debt and are amortized over the term of the debt using the effective interest method. See Note 12—Financing Agreements for additional information.

Environmental

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations are expensed. Expenditures that increase the capacity or extend the useful life of an asset, improve the safety or efficiency of the operations, or mitigate or prevent future environmental contamination are capitalized. Liabilities are recorded when it is probable that an obligation has been incurred and the costs can be reasonably estimated. Environmental liabilities are not discounted.

Emission Credits

Emission credits may be generated by or granted to us through emissions trading systems or other regulatory programs. From time to time, we may also purchase emission credits. We have elected to account for emission credits using the intangible asset model. Under this model, emission credits that are purchased are measured at their cost basis and tested for impairment annually. We do not recognize any internally generated emission credits under the intangible asset model until a monetary transaction occurs, such as a sale of the emission credits. If a facility exceeds regulatory emissions allowance levels and offsetting credits are not held by us, our obligation is recognized as an operating expense and a liability at the fair value of the emissions allowance deficit.

Stock-based Compensation

We grant stock-based compensation awards under our equity and incentive plans. The awards that have been granted to date are nonqualified stock options, restricted stock awards, restricted stock units and performance restricted stock units. The cost of employee services received in exchange for the awards is measured based on the fair value of the award on the grant date and is recognized as expense on a straight-line basis over the period during which the employee is required to provide the services. We have elected to recognize equity award forfeitures as they occur in determining the compensation cost to be recognized in each period. See Note 19—Stock-based Compensation for additional information.

Treasury Stock

We periodically retire treasury shares acquired through repurchases of our common stock and return those shares to the status of authorized but unissued. We account for treasury stock transactions under the cost method. For each reacquisition of common stock, the number of shares and the acquisition price for those shares is added to the treasury stock count and total value. When treasury shares are retired, we allocate the excess of the repurchase price over the par value of shares acquired to both retained earnings and paid-in capital. The portion allocated to paid-in capital is determined by applying the average paid-in capital per share, and the remaining portion is recorded to retained earnings.

Litigation

From time to time, we are subject to ordinary, routine legal proceedings related to the usual conduct of our business. We may also be involved in proceedings regarding public utility and transportation rates, environmental matters, taxes and permits relating to the operations of our various plants and facilities. Accruals for such contingencies are recorded to the extent management concludes their occurrence is probable and the financial impact of an adverse outcome is reasonably estimable. Legal fees are recognized as incurred and are not included in accruals for contingencies. Disclosure for specific legal contingencies is provided if the likelihood of occurrence is at least reasonably possible and the exposure is considered material to the consolidated financial statements.

In making determinations of likely outcomes of litigation matters, many factors are considered. These factors include, but are not limited to, history, scientific and other evidence, and the specifics and status of each matter. If the assessment of various factors changes, the estimates may change. Predicting the outcome of claims and litigation, and estimating related costs and exposure, involves substantial uncertainties that could cause actual costs to vary materially from estimates and accruals.

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Foreign Currency Translation and Remeasurement

We translate the financial statements of our foreign subsidiaries with non-U.S. dollar functional currencies using period-end exchange rates for assets and liabilities and weighted-average exchange rates for each period for revenues and expenses. The resulting translation adjustments are recorded as a separate component of accumulated other comprehensive income (loss) within stockholders’ equity.

Foreign currency-denominated assets and liabilities are remeasured into U.S. dollars at exchange rates existing at the respective balance sheet dates. Gains and losses resulting from these foreign currency transactions are included in other operating—net in our consolidated statements of operations. Gains and losses resulting from intercompany foreign currency transactions that are of a long-term investment nature, if any, are reported in other comprehensive income.

3. Revenue Recognition

Our performance obligations under a customer contract correspond to each shipment of product that we make to our customer under the contract. As a result, each contract may have more than one performance obligation based on the number of products ordered, the quantity of product to be shipped and the mode of shipment requested by the customer. When we enter into a contract with a customer, we are obligated to provide the product in that contract during a mutually agreed upon time period. Depending on the terms of the contract, either we or the customer arranges delivery of the product to the customer’s intended destination. When we arrange delivery of the product and control of the product transfers upon loading, we recognize freight revenue, which was $91 million for 2022, and not material for 2021 and 2020.

Certain of our contracts require us to supply products on a continuous basis to the customer. We recognize revenue on these contracts based on the quantity of products transferred to the customer during the period. For 2022, 2021 and 2020, the total amount of revenue for these contracts was $65 million, $92 million and $44 million, respectively.

From time to time, we will enter the marketplace to purchase product in order to satisfy the obligations of our customer contracts. When we purchase product for this purpose, we are the principal in the transaction and recognize revenue on a gross basis. As discussed in Note 8—Equity Method Investment, we have transactions in the normal course of business with PLNL, reflecting our obligation to purchase 50% of the ammonia produced by PLNL at current market prices. Other than products purchased from PLNL, products purchased in the marketplace in order to satisfy the obligations of our customers were not material during 2022, $68 million for 2021 and not material for 2020.

Transaction Price

We agree with our customers on the selling price of each transaction. This transaction price is generally based on the product, market conditions, including supply and demand balances, freight arrangements including where control transfers, and customer incentives. In our contracts with customers, we allocate the entire transaction price to the sale of product to the customer, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax, value added tax, and other tax we collect concurrently with our revenue-producing activities are excluded from revenue. Returns of our product by our customers are permitted only when the product is not to specification. Returns were not material during 2022, 2021 or 2020.

We offer cash incentives to certain customers generally based on the volume of their purchases over the fertilizer year ending June 30. Our cash incentives do not provide an option to the customer for additional product. Accrual of these incentives involves the use of estimates, including how much product the customer will purchase and whether the customer will achieve a certain level of purchases within the incentive period. The balances of customer incentives accrued at December 31, 2022 and 2021 were not material.

Revenue Disaggregation

We track our revenue by product and by geography. See Note 21—Segment Disclosures for our revenue by reportable segment, which are Ammonia, Granular Urea, UAN, AN and Other. The following table summarizes our revenue by product and by geography (based on destination of our shipment) for 2022, 2021 and 2020:

CF INDUSTRIES HOLDINGS, INC.

			Ammonia						Granular Urea						UAN						AN						Other						Total
			(in millions)
Year ended December 31, 2022
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
Year ended December 31, 2021
North America			$	1,575					$	1,880					$	1,667					$	212					$	400					$	5,734
Europe and other			212						—						121						298						173						804
Total revenue			$	1,787					$	1,880					$	1,788					$	510					$	573					$	6,538
Year ended December 31, 2020
North America			$	874					$	1,183					$	998					$	197					$	235					$	3,487
Europe and other			146						65						65						258						103						637
Total revenue			$	1,020					$	1,248					$	1,063					$	455					$	338					$	4,124

Accounts Receivable and Customer Advances

Our customers purchase our products through sales on credit or forward sales. Products sold to our customers on credit are recorded as accounts receivable when the customer obtains control of the product. Customers that purchase our products on credit are required to pay in accordance with our customary payment terms, which are generally less than 30 days. For 2022, 2021 and 2020, the amount of customer bad debt expense recognized was not material.

For forward sales, the customer prepays a portion of the value of the sales contract prior to obtaining control of the product. These prepayments, when received, are recorded as customer advances and are recognized as revenue when the customer obtains control of the product. Forward sales are customarily offered for periods of less than one year in advance of when the customer obtains control of the product.

As of December 31, 2022 and 2021, we had $229 million and $700 million, respectively, in customer advances on our consolidated balance sheets. 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. During 2022, all of our customer advances that were recorded as of December 31, 2021 were recognized as revenue.

We have certain customer contracts with performance obligations where if the customer does not take the required amount of product specified in the contract, then the customer is required to make a payment to us, the amount of which payment may vary based upon the terms and conditions of the applicable contract. As of December 31, 2022, excluding contracts with original durations of less than one year, and based on the minimum product tonnage to be sold and current market price estimates, our remaining performance obligations under these contracts were approximately $1.2 billion. We expect to recognize approximately 45% of these performance obligations as revenue in 2023, approximately 28% as revenue during 2024-2026, approximately 12% as revenue during 2027-2029, and the remainder thereafter. Subject to the terms and conditions of the applicable contracts, if these customers do not satisfy their purchase obligations under such contracts, the minimum amount that they would be required to pay to us under such contracts, in the aggregate, was approximately $335 million as of December 31, 2022. Other than the performance obligations described above, any performance obligations with our customers that were unfulfilled or partially filled at December 31, 2022 will be satisfied in 2023.

All of our contracts require that the period between the payment for goods and the transfer of those goods to the customer occur within normal contractual terms that do not exceed one year; therefore, we have elected the practical expedient and not adjusted the transaction price of any of our contracts to recognize a significant financing component. We have also elected the practical expedient to not capitalize any incremental costs associated with obtaining a contract that has a duration of less than one year, and there were no costs capitalized during 2022, 2021 or 2020.

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4. Net Earnings Per Share

Net earnings per share were computed as follows:

			Year ended December 31,
			2022						2021						2020
			(in millions, except per share amounts)
Net earnings attributable to common stockholders			$	3,346					$	917					$	317
Basic earnings per common share:
Weighted-average common shares outstanding			203.3						215.0						214.9
Net earnings attributable to common stockholders			$	16.45					$	4.27					$	1.48
Diluted earnings per common share:
Weighted-average common shares outstanding			203.3						215.0						214.9
Dilutive common shares—stock-based awards			0.9						1.2						0.3
Diluted weighted-average common shares outstanding			204.2						216.2						215.2
Net earnings attributable to common stockholders			$	16.38					$	4.24					$	1.47

Diluted earnings per common share is calculated using weighted-average common shares outstanding, including the dilutive effect of stock-based awards as determined under the treasury stock method. In the computation of diluted earnings per common share, potentially dilutive stock-based awards are excluded if the effect of their inclusion is anti-dilutive. Shares for anti-dilutive stock-based awards not included in the computation of diluted earnings per common share were zero, 0.9 million and 3.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.

5. United Kingdom Operations Restructuring and Impairment Charges

2021 Impairment

During the third quarter of 2021, the United Kingdom began experiencing an energy crisis that included a substantial increase in the price of natural gas. In the first half of 2021, natural gas prices had increased to levels that were considered high compared to historical prices, and prices then more than doubled within the third quarter of 2021. On September 15, 2021, we announced the halt of operations at both our Ince and Billingham manufacturing facilities in the United Kingdom due to negative profitability driven by the high cost of natural gas. 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, we entered into an interim agreement with the U.K. government and resumed production of ammonia at the Billingham facility in order to produce carbon dioxide. During the interim period, we entered into new carbon dioxide pricing and offtake agreements with our customers, which had an initial term through January 31, 2022. The amount received under the terms of the interim agreement with the U.K. government was not material.

The U.K. energy crisis necessitated an evaluation of the long-lived assets, including definite-lived intangible assets, and goodwill of our U.K. operations to determine if their fair value had declined to below their carrying value. We performed the impairment evaluations on the U.K. Ammonia, U.K. AN and U.K. Other asset groups’ long-lived assets, including definite-lived intangible assets, and the U.K. Ammonia, U.K. AN and U.K. Other reporting units’ goodwill as of September 30, 2021. Our assets groups are the same as our reporting units. Based on these analyses, we concluded that a decline in fair value below carrying value had occurred, and we recognized impairment charges of $495 million in the third quarter of 2021, consisting of long-lived and intangible asset impairment charges of $236 million and a goodwill impairment charge of $259 million.

In the fourth quarter of 2021, natural gas prices in the United Kingdom continued to rise, which triggered an additional impairment test of long-lived assets and goodwill and resulted in an additional goodwill impairment charge of $26 million. The results of our long-lived asset impairment test indicated that no additional long-lived asset impairment existed, as the undiscounted cash flows were in excess of the carrying values for each of the U.K. asset groups.

For the full year ended December 31, 2021, these evaluations resulted in total impairment charges of $521 million, consisting of goodwill impairment of $285 million and long-lived and intangible asset impairment of $236 million. As of December 31, 2021, no goodwill related to our U.K. reporting units remained.

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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. The results of this test indicated that no additional long-lived asset impairment existed, as the undiscounted estimated future cash flows were in excess of the carrying values for each of the U.K. asset groups.

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. As a result, in the second quarter of 2022, we recorded total charges of $162 million related to the Ince facility as follows:

• asset impairment charges of $152 million consisting of the following:

◦an impairment charge of $135 million related to property, plant and equipment that is planned for abandonment at the Ince facility, including a liability of approximately $9 million for the costs of certain asset retirement activities related to the Ince site;

◦an intangible asset impairment charge of $8 million related to trade names; and

◦an impairment charge of $9 million related to the write-down of spare parts and certain raw materials at the Ince facility;

and

• a charge for post-employment benefits totaling $10 million, which is included in the U.K. operations restructuring line item in our consolidated statements of operations, related to contractual and statutory obligations due to employees whose employment would be terminated in the proposed plan.

There was no additional asset impairment indicated for the three asset groups that comprise the continuing U.K. operations as the undiscounted estimated future cash flows were in excess of the carrying values for each of these asset groups.

In the third quarter of 2022, the United Kingdom continued to experience extremely high and volatile natural gas prices. Russian natural gas flows to Europe via the Nord Stream 1 pipeline ceased, causing the United Kingdom to experience unprecedented natural gas prices. In addition, the European Union announced a desire to cap the price that Europe would pay Russia for natural gas deliveries, further contributing to the uncertainty in European energy markets. Given these factors and the lack of a corresponding increase in global nitrogen product market prices, in September 2022, we temporarily idled ammonia production at our Billingham complex. As a result, we concluded that an additional impairment test was triggered for the asset groups that comprise the continuing U.K. operations. The results of our impairment test indicated that the carrying values for our U.K. Ammonia and U.K. AN asset groups exceeded the undiscounted estimated future cash flows. As a result, we recognized asset impairment charges of $87 million, primarily related to property, plant and equipment and definite-lived intangible assets.

In August 2022, the final restructuring plan for our U.K. operations was approved, and decommissioning activities were initiated. As a result, in the third quarter of 2022, we incurred additional charges related to our U.K. restructuring of $8 million, primarily related to one-time termination benefits. In the fourth quarter of 2022, we incurred additional charges related to our U.K. restructuring of $1 million, primarily related to one-time termination benefits.

For the full year ended December 31, 2022, as a result of the above, we recognized total impairment and restructuring charges of $258 million, consisting of long-lived and intangible asset impairment charges of $239 million and restructuring charges of $19 million.

As of December 31, 2022, amounts accrued related to the final restructuring plan for our U.K. operations consisted of $2 million for employee contractual and one-time termination benefits and $6 million for asset retirement obligations, and we

CF INDUSTRIES HOLDINGS, INC.

expect substantially all of these restructuring activities will be completed in 2023. We are working with customers, vendors, regulators and others to finalize closure plans for our Ince facility.

See Note 6—Property, Plant and Equipment—Net, Note 7—Goodwill and Other Intangible Assets and Note 23—Asset Retirement Obligations for additional information.

Assumptions in the impairment evaluations

The valuation of our asset groups and reporting units requires significant judgment in evaluating recent indicators of market activity and estimating future cash flows, discount rates, and other factors. The expected cash flows used in the long-lived asset and goodwill impairment tests reflected assumptions about product selling prices and natural gas costs, as well as estimates of future production and sales volumes, operating rates, operating expenses, inflation, discount rates, tax rates and capital spending. The valuations also incorporate assumptions regarding the time it could take for the U.K. energy crisis to be resolved. In addition, assumptions were used to estimate the fair value of the long-lived assets in our asset groups, which included replacement cost and, for the Ince, U.K. asset group that is planned for abandonment, salvage value.

For purposes of our goodwill impairment analyses in 2021, we estimated the fair value of the reporting units using the income approach, which incorporated the estimated future cash flows and a terminal value discounted to their present value using an appropriate risk-adjusted discount rate from the perspective of a market participant. The estimated future cash flows were based on our internal forecasts, updated for recent events at that time. These estimated future cash flows went beyond the specific operating plans, using a terminal value calculation, which incorporated historical and forecasted trends and an estimate of long-term future growth rates. The future growth rates were based on our view of the long-term outlook for each reporting unit.

The discount rates utilized in the income approach, for our goodwill impairment tests, and to discount the cash flows in calculating long-lived asset impairment, were derived using a capital asset pricing model and analyzing published rates for industries relevant to our reporting units to estimate the cost of equity financing. The discount rates were commensurate with the risks and uncertainties inherent in the business and in the United Kingdom and our cash flow forecasts, updated for recent events at that time.

Additional assumptions utilized in the long-lived asset impairment analyses were royalty rates and attrition rates in estimating the fair value of our definite-lived intangible assets, consisting of trade names and customer relationships, for which we used the relief from royalty method of the income approach and the multi-period excess earnings method, respectively.

For the asset groups that comprise the continuing U.K. operations, the fair value of our property, plant and equipment utilized in the long-lived asset impairment analyses was estimated using the indirect method of the cost approach by determining the reproduction cost new, or replacement cost, of the assets and applying appropriate adjustments for depreciation including an inutility adjustment based on the cash flows expected to be generated by those asset groups. For property, plant and equipment within the Ince, U.K. asset group, an asset group planned for abandonment, we first considered use of a market or income-based valuation method. However, given that a secondary market did not exist and the assets had been idled with a planned abandonment and therefore would not generate future cash flows from operations, we estimated the fair value of the asset group by determining the replacement cost of the underlying assets and then adjusting each of the asset categories to an estimated salvage value utilizing industry recognized price publications.

Due to the inherent uncertainties involved in making estimates and assumptions, actual results may differ from those assumed in our forecasts.

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6. Property, Plant and Equipment—Net

Property, plant and equipment—net consists of the following:

			December 31,
			2022						2021
			(in millions)
Land			$	113					$	68
Machinery and equipment(1)			12,633						12,757
Buildings and improvements(1)			914						915
Construction in progress(1)			203						148
Property, plant and equipment(2)			13,863						13,888
Less: Accumulated depreciation and amortization			7,426						6,807
Property, plant and equipment—net			$	6,437					$	7,081

---

(1)As of December 31, 2022, machinery and equipment, buildings and improvements, and construction in progress include impairment charges in 2022 of $354 million, $7 million and $25 million, respectively, which include impairment charges related to our U.K. operations of $204 million in 2022, and $182 million in 2021. As of December 31, 2021, machinery and equipment, buildings and improvements, and construction in progress include cumulative impairment charges related to our U.K. operations of $169 million, $5 million and $8 million, respectively, which were recorded in 2021.

(2)As of December 31, 2022 and 2021, we had property, plant and equipment that was accrued but unpaid of approximately $53 million and $35 million, respectively.

Depreciation and amortization related to property, plant and equipment was $838 million, $871 million and $876 million in 2022, 2021 and 2020, respectively.

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 and optimization of the remaining manufacturing operations at our Billingham facility. As a result, in the second quarter of 2022, we recorded an asset impairment charge of $135 million to write down the property, plant and equipment at the Ince facility to its estimated salvage value. The asset impairment consisted of $128 million related to machinery and equipment, $2 million relating to buildings and improvements, and $5 million related to construction in progress.

In the third quarter of 2022, the United Kingdom continued to experience extremely high and volatile natural gas prices. Given the increase in the price of natural gas in the United Kingdom and the lack of a corresponding increase in global nitrogen product market prices, in September 2022, we temporarily idled ammonia production at our Billingham complex. As a result, we concluded that an additional impairment test was triggered for the asset groups that comprise the continuing U.K. operations. The results of our impairment test indicated that the carrying values for our U.K. Ammonia and U.K. AN asset groups exceeded the undiscounted estimated future cash flows. As a result, we recognized asset impairment charges of $87 million, of which $69 million related to property, plant and equipment, consisting of $57 million related to machinery and equipment and $12 million related to construction in progress. See Note 5—United Kingdom Operations Restructuring and Impairment Charges for additional information.

Plant turnarounds—Scheduled inspections, replacements and overhauls of plant machinery and equipment at our continuous process manufacturing facilities during a full plant shutdown are referred to as plant turnarounds. The expenditures related to turnarounds are capitalized in property, plant and equipment when incurred. Scheduled replacements and overhauls of plant machinery and equipment include the dismantling, repair or replacement and installation of various components including piping, valves, motors, turbines, pumps, compressors, heat exchangers and the replacement of catalysts when a full plant shutdown occurs. Scheduled inspections are also conducted during full plant shutdowns, including required safety inspections which entail the disassembly of various components such as steam boilers, pressure vessels and other equipment requiring safety certifications. Internal employee costs and overhead amounts are not considered turnaround costs and are not capitalized.

CF INDUSTRIES HOLDINGS, INC.

The following is a summary of capitalized plant turnaround costs:

			Year ended December 31,
			2022						2021						2020
			(in millions)
Net capitalized turnaround costs as of January 1			$	355					$	226					$	246
Additions			118						250						84
Depreciation			(134)						(121)						(104)
Impairment related to U.K. operations			(21)						—						—
Effect of exchange rate changes			(6)						—						—
Net capitalized turnaround costs as of December 31			$	312					$	355					$	226

7. Goodwill and Other Intangible Assets

Goodwill

The following table shows the carrying amount of goodwill by reportable segment as of December 31, 2022 and 2021:

			Ammonia						Granular Urea						UAN						AN						Other						Total
			(in millions)
Balance as of December 31, 2021			$	579					$	828					$	576					$	69					$	39					$	2,091
Effect of exchange rate changes			(2)						—						—						—						—						(2)
Balance as of December 31, 2022			$	577					$	828					$	576					$	69					$	39					$	2,089

Goodwill is not amortized, but is reviewed for impairment annually in the fourth quarter or more frequently whenever events or circumstances indicate that the carrying value may not be recoverable. During the third quarter of 2021, in light of the unprecedented increase in natural gas prices in the United Kingdom and its estimated impact on our U.K. operations, we identified a triggering event indicating possible impairment of goodwill within our U.K. Ammonia, U.K. AN and U.K. Other reporting units. Due to the triggering event, we performed an interim quantitative goodwill impairment analysis as of September 30, 2021 for our U.K. Ammonia, U.K. AN and U.K. Other reporting units. We estimated the fair value of the reporting units using the income approach described in Note 5—United Kingdom Operations Restructuring and Impairment Charges. Based on the evaluation performed, we determined that the carrying value of all three reporting units exceeded their fair value, which resulted in a goodwill impairment charge totaling $259 million in the third quarter of 2021. The goodwill impairment was calculated as the amount that the carrying value of the reporting unit, including any goodwill, exceeded its fair value, limited to the total amount of goodwill allocated to the reporting unit.

In the fourth quarter of 2021, the continued impacts of the U.K. energy crisis triggered an additional impairment test of goodwill, which resulted in an additional goodwill impairment charge of $26 million. As a result, we have no remaining goodwill related to our U.K. operations on our consolidated balance sheet as of December 31, 2021.

For the year ended December 31, 2021, goodwill impairment totaled $285 million, of which $9 million related to our Ammonia segment, $241 million related to our AN segment and $35 million related to our Other segment. See Note 5—United Kingdom Operations Restructuring and Impairment Charges for additional information.

CF INDUSTRIES HOLDINGS, INC.

Other Intangible Assets

All of our identifiable intangible assets have definite lives and are presented in other assets on our consolidated balance sheets at gross carrying amount, net of accumulated impairment, and net of accumulated amortization, as follows:

			December 31, 2022																		December 31, 2021
			Gross Carrying Amount						Accumulated Amortization						Net						Gross Carrying Amount						Accumulated Amortization						Net
			(in millions)
Customer relationships(1)			$	50					$	(35)					$	15					$	84					$	(60)					$	24
Trade names(2)			—						—						—						31						(10)						21
Total intangible assets			$	50					$	(35)					$	15					$	115					$	(70)					$	45

---

(1)As of December 31, 2022, the gross carrying amount for customer relationships is net of impairment charges related to our U.K. operations of $55 million, of which $6 million was recorded in 2022 and $49 million was recorded in 2021. As of December 31, 2021, the gross carrying amount for customer relationships is net of impairment charges of $49 million, which were recorded in 2021.

(2)As of December 31, 2022, trade names, which are related to our U.K. operations, had been written down to zero as a result of impairment charges of $18 million, including $17 million recorded in 2022, and $1 million recorded in 2021. At December 31, 2021, the gross carrying amount for trade names is net of impairment charges of $1 million, which were recorded in 2021.

Our customer relationships are being amortized over a weighted-average life of approximately 18 years. For the years ended December 31, 2022, 2021 and 2020, amortization expense of our identifiable intangible assets was $3 million, $8 million and $8 million, respectively. The gross carrying amount and accumulated amortization of our intangible assets reflected in the table above were also impacted by the effect of exchange rates. Total estimated amortization expense for each of the fiscal years from 2023 to 2027 is approximately $3 million.

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 and optimization of the remaining manufacturing operations at our Billingham facility. As a result, in the second quarter of 2022, we recorded an intangible asset impairment charge of $8 million related to trade names.

In the third quarter of 2022, the United Kingdom continued to experience extremely high and volatile natural gas prices. Given the increase in the price of natural gas in the United Kingdom and the lack of a corresponding increase in global nitrogen product market prices, in September 2022, we temporarily idled ammonia production at our Billingham complex. As a result, we concluded that an additional impairment test was triggered for the asset groups that comprise the continuing U.K. operations, which resulted in asset impairment charges of $87 million in our U.K. Ammonia and U.K. AN asset groups, of which $15 million related to intangible assets, consisting of $6 million related to customer relationships and $9 million related to trade names. As a result of these impairment charges, intangible assets related to our U.K. operations were fully written off. See Note 5—United Kingdom Operations Restructuring and Impairment Charges for additional information.

During the fourth quarter of 2021, as we had estimated that we had sufficient emission credits for our 2021 obligations, we sold excess U.K. emission credits, including those purchased in the third quarter of 2021, for approximately $46 million and recognized a corresponding gain of $27 million, which is included in other operating—net in our consolidated statement of operations for the year ended December 31, 2021.

CF INDUSTRIES HOLDINGS, INC.

8. Equity Method Investment

We have a 50% ownership interest in PLNL, which operates an ammonia production facility in Trinidad. We include our share of the net earnings from this equity method investment as an element of earnings from operations because PLNL provides additional production to our operations and is integrated with our other supply chain and sales activities in the Ammonia segment.

As of December 31, 2022, the total carrying value of our equity method investment in PLNL was $74 million, $33 million more than our share of PLNL’s book value. The excess is attributable to the purchase accounting impact of our acquisition of the investment in PLNL and reflects the revaluation of property, plant and equipment. The increased basis for property, plant and equipment is being amortized over a remaining period of approximately 10 years. Our equity in earnings of PLNL is different from our ownership interest in income reported by PLNL due to amortization of this basis difference.

We have transactions in the normal course of business with PLNL reflecting our obligation to purchase 50% of the ammonia produced by PLNL at current market prices. Our ammonia purchases from PLNL totaled $259 million, $150 million and $57 million in 2022, 2021 and 2020, respectively.

9. Fair Value Measurements

Our cash and cash equivalents and other investments consist of the following:

			December 31, 2022
			Cost Basis						Unrealized Gains						Unrealized Losses						Fair Value
			(in millions)
Cash			$	153					$	—					$	—					$	153
Cash equivalents:
U.S. and Canadian government obligations			1,902						—						—						1,902
Other debt securities			268						—						—						268
Total cash and cash equivalents			$	2,323					$	—					$	—					$	2,323
Nonqualified employee benefit trusts			16						—						—						16

			December 31, 2021
			Cost Basis						Unrealized Gains						Unrealized Losses						Fair Value
			(in millions)
Cash			$	121					$	—					$	—					$	121
Cash equivalents:
U.S. and Canadian government obligations			1,452						—						—						1,452
Other debt securities			55						—						—						55
Total cash and cash equivalents			$	1,628					$	—					$	—					$	1,628
Nonqualified employee benefit trusts			17						3						—						20

Under our short-term investment policy, we may invest our cash balances, either directly or through mutual funds, in several types of investment-grade securities, including notes and bonds issued by governmental entities or corporations. Securities issued by governmental entities include those issued directly by the U.S. and Canadian federal governments; those issued by state, local or other governmental entities; and those guaranteed by entities affiliated with governmental entities.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present assets and liabilities included in our consolidated balance sheets as of December 31, 2022 and 2021 that are recognized at fair value on a recurring basis, and indicate the fair value hierarchy utilized to determine such fair value:

CF INDUSTRIES HOLDINGS, INC.

			December 31, 2022
			Total Fair Value						Quoted Prices in Active Markets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
			(in millions)
Cash equivalents			$	2,170					$	2,170					$	—					$	—
Nonqualified employee benefit trusts			16						16						—						—
Derivative assets			12						—						12						—
Derivative liabilities			(85)						—						(85)						—
Embedded derivative liability			(1)						—						(1)						—

			December 31, 2021
			Total Fair Value						Quoted Prices in Active Markets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
			(in millions)
Cash equivalents			$	1,507					$	1,507					$	—					$	—
Nonqualified employee benefit trusts			20						20						—						—
Derivative assets			16						—						16						—
Derivative liabilities			(47)						—						(47)						—
Embedded derivative liability			(15)						—						(15)						—

Cash Equivalents

As of December 31, 2022 and 2021, our cash equivalents consisted primarily of U.S. and Canadian government obligations and money market mutual funds that invest in U.S. government obligations and other investment-grade securities.

Nonqualified Employee Benefit Trusts

We maintain trusts associated with certain nonqualified supplemental pension plans. The fair values of the trust assets are based on daily quoted prices in an active market, which represents the net asset values of the shares held in the trusts, and are included on our consolidated balance sheets in other assets. Debt securities are accounted for as available-for-sale securities, and changes in fair value are reported in other comprehensive income. Changes in the fair value of available-for-sale equity securities in the trust assets are recognized through earnings.

Derivative Instruments

The derivative instruments that we use are primarily natural gas fixed price swaps, basis swaps and options traded in the OTC markets with multi-national commercial banks, other major financial institutions or large energy companies. The natural gas derivative contracts represent anticipated natural gas needs for future periods and settlements are scheduled to coincide with anticipated natural gas purchases during those future periods. The natural gas derivative contracts settle using primarily a NYMEX futures price index. To determine the fair value of these instruments, we use quoted market prices from NYMEX and standard pricing models with inputs derived from or corroborated by observable market data such as forward curves supplied by an industry-recognized independent third party. See Note 15—Derivative Financial Instruments for additional information.

Embedded Derivative Liability

Under the terms of our strategic venture with CHS, if our credit rating as determined by two of three specified credit rating agencies is below certain levels, we are required to make a non-refundable yearly payment of $5 million to CHS until the earlier of the date that our credit rating is upgraded to above such levels by two of the three specified credit rating agencies or February 1, 2026. Beginning in 2016, our credit ratings were below such levels and, as a result, we made an annual payment of $5 million to CHS in the fourth quarter of each year from 2016 through 2021. Our credit rating was upgraded above certain levels in July 2022 by one of the specified credit rating agencies and in October 2022 by another one of the specified credit rating agencies. As a result of these upgrades, we were not required to make a $5 million annual payment to CHS in the fourth quarter of 2022.

CF INDUSTRIES HOLDINGS, INC.

This obligation has been recognized on our consolidated balance sheets as an embedded derivative at fair value and has been included within other current liabilities and other liabilities. As of December 31, 2022 and 2021, the embedded derivative liability was $1 million and $15 million, respectively. Included in other operating—net in our consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 is a net (gain) loss of $(14) million, $1 million and $3 million, respectively.

The inputs into the fair value measurement with respect to the embedded derivative liability include the probability of future upgrades and downgrades of our credit rating based on historical credit rating movements of other public companies and the discount rates to be applied to potential annual payments based on applicable credit spreads of other public companies at different credit rating levels. Based on these inputs, our fair value measurement is classified as Level 2.

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

Financial Instruments

The carrying amounts and estimated fair value of our financial instruments are as follows:

			December 31, 2022												December 31, 2021
			Carrying Amount						Fair Value						Carrying Amount						Fair Value
			(in millions)
Long-term debt			$	2,965					$	2,764					$	3,465					$	4,113

The fair value of our long-term debt was based on quoted prices for identical or similar liabilities in markets that are not active or valuation models in which all significant inputs and value drivers are observable and, as a result, they are classified as Level 2 inputs.

The carrying amounts of cash and cash equivalents, as well as instruments included in other current assets and other current liabilities that meet the definition of financial instruments, approximate fair values because of their short-term maturities.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

We also have assets and liabilities that may be measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment, when there is allocation of purchase price in an acquisition or when a new liability is being established that requires fair value measurement. These include long-lived assets, goodwill and other intangible assets and investments in unconsolidated subsidiaries, such as equity method investments, which may be written down to fair value as a result of impairment. In the case of property, plant and equipment planned for abandonment, as described in Note 5—United Kingdom Operations Restructuring and Impairment Charges, fair value was measured as the estimated salvage value of such assets, which was immaterial. The fair value measurements related to each of these rely primarily on Company-specific inputs and the Company’s assumptions about the use of the assets. Since certain of the Company’s assumptions would involve inputs that are not observable, these fair values would reside within Level 3 of the fair value hierarchy. See Note 5—United Kingdom Operations Restructuring and Impairment Charges for additional information on the fair values and unobservable inputs utilized in the impairment evaluations performed for the long-lived assets, including definite-lived intangible assets, and goodwill related to our U.K. operations.

CF INDUSTRIES HOLDINGS, INC.

10. Income Taxes

The components of earnings before income taxes and the components of our income tax provision are as follows:

			Year ended December 31,
			2022						2021						2020
			(in millions)
Domestic			$	4,699					$	1,979					$	421
Non-U.S.			396						(436)						42
Earnings before income taxes			$	5,095					$	1,543					$	463

Current
Federal			$	702					$	394					$	106
Foreign			395						30						6
State			168						55						(7)
			1,265						479						105
Deferred
Federal			(102)						(137)						(76)
Foreign			(18)						(50)						4
State			13						(9)						(2)
			(107)						(196)						(74)
Income tax provision			$	1,158					$	283					$	31

Differences in the expected income tax provision based on statutory rates applied to earnings before income taxes and the income tax provision reflected in the consolidated statements of operations are summarized below.

			Year ended December 31,
			2022												2021												2020
			(in millions, except percentages)
Earnings before income taxes			$	5,095											$	1,543											$	463
Expected tax provision at U.S. statutory rate of 21%			$	1,070											$	324											$	97
State income taxes, net of federal			143												34												(1)
Net earnings attributable to noncontrolling interest			(124)												(72)												(24)
Foreign tax rate differential			(9)												(1)												1
U.S. tax on foreign earnings			3												—												(6)
Foreign partnership basis difference			—												—												(7)
Non-deductible goodwill impairment			—												60												—
Transfer pricing arbitration			69												—												—
Federal income tax return audits			—												(38)												—
Terra amended tax returns			—												—												(24)
Other			6												(24)												(5)
Income tax provision			$	1,158											$	283											$	31
Effective tax rate			22.7		%										18.3		%										6.7		%

Our effective tax rate is impacted by earnings attributable to the noncontrolling interest in CFN, as our consolidated income tax provision does not include a tax provision on the earnings attributable to the noncontrolling interest. As a result, earnings attributable to the noncontrolling interest of $591 million, $343 million and $115 million in 2022, 2021 and 2020, respectively, which are included in earnings before income taxes, impacted the effective tax rate in all three years. See Note 17—Noncontrolling Interest for additional information.

CF INDUSTRIES HOLDINGS, INC.

The foreign tax rate differential is impacted by the inclusion of equity earnings from our equity method investment in PLNL, a foreign operating affiliate, which are included in pre-tax earnings on an after-tax basis. In 2021 and 2020, the foreign tax rate differential includes $12 million and $6 million of tax expense, respectively, for the revaluing of deferred taxes due to an enacted rate change in the jurisdiction of a foreign affiliate.

U.S. tax on foreign earnings is inclusive of the current year tax on global intangible low-tax income (GILTI), benefit from the GILTI Section 250 deduction and foreign tax credits, as well as adjustments to prior year amounts for these items.

Non-deductible goodwill impairment in the table above relates to the goodwill impairment recognized in 2021 as described in Note 5—United Kingdom Operations Restructuring and Impairment Charges. We did not record an income tax benefit for the goodwill impairment as it is nondeductible for income tax purposes.

In 2021, we reached agreement on certain issues related to U.S. federal income tax audits for the tax years 2012 through 2016 and reversed accruals for unrecognized tax benefits of $13 million related to those tax years. This resulted in a $38 million federal income tax benefit, which included the reduction in our unrecognized tax benefits. The federal income tax benefit was offset by $12 million of state income tax liability resulting from adjustments to U.S. federal taxable income, which is included in the line “State income tax, net of federal” in the table above.

Canada Revenue Agency Competent Authority Matter

In 2016, the Canada Revenue Agency (CRA) and Alberta Tax and Revenue Administration (Alberta TRA) issued Notices of Reassessment for tax years 2006 through 2009 to one of our Canadian affiliates asserting a disallowance of certain patronage deductions. We filed Notices of Objection with respect to the Notices of Reassessment with the CRA and Alberta TRA and posted letters of credit in lieu of paying the additional tax liability assessed. The letters of credit served as security until the matter was resolved, as discussed below. In 2018, the matter, including the related transfer pricing topic regarding the allocation of profits between Canada and the United States, was accepted for consideration under the bilateral settlement provisions of the U.S.-Canada tax treaty (the Treaty) by the United States and Canadian competent authorities, and included tax years 2006 through 2011. In the second quarter of 2021, the Company submitted the transfer pricing aspect of the matter into the arbitration process under the terms of the Treaty.

In February 2022, we were informed that a decision was reached by the arbitration panel for tax years 2006 through 2011. In March 2022, we received further details of the results of the arbitration proceedings and the settlement provisions between the United States and Canadian competent authorities, and we accepted the decision of the arbitration panel. Under the terms of the arbitration decision, additional income for tax years 2006 through 2011 was subject to tax in Canada, resulting in our having additional Canadian tax liability for those tax years of approximately $129 million.

As a result of the impact of these events on our Canadian and U.S. federal and state income taxes, we recognized an income tax provision of $78 million, reflecting the net impact of $129 million of accrued income taxes payable to Canada for tax years 2006 to 2011, partially offset by net income tax receivables of approximately $51 million in the United States, and we accrued net interest of $102 million, primarily reflecting the estimated interest payable to Canada. The $69 million in the effective tax rate table above excludes the state income tax liability of $9 million, which is included in the line “State income tax, net of federal.”

In the second half of 2022, this tax liability and the related interest was assessed and paid, resulting in total payments of $224 million, which also reflect the impact of changes in foreign currency exchange rates. As a result, the letters of credit we had posted in lieu of paying the additional tax liability assessed by the Notices of Reassessment were cancelled. Due primarily to the availability of additional foreign tax credits to offset in part the increased Canadian tax referenced above, the Company will file amended tax returns in the United States to request a refund of taxes paid.

Terra Amended Tax Returns

We completed the acquisition of Terra Industries Inc. (Terra) in April 2010. After the acquisition, we determined that the manner in which Terra reported the repatriation of cash from foreign affiliates to its U.S. parent for U.S. and foreign income tax purposes was not appropriate. As a result, in 2012 we amended certain tax returns, including Terra’s income and withholding tax returns, back to 1999 (the Amended Tax Returns) and paid additional income and withholding taxes, and related interest and penalties. In 2013, the Internal Revenue Service (IRS) commenced an examination of the U.S. tax aspects of the Amended Tax Returns. In 2017, we also made a Voluntary Disclosures Program filing with the CRA with respect to the Canadian tax aspects of the Amended Tax Returns and paid additional Canadian taxes due.

In early 2019, the IRS completed its examination of the Amended Tax Returns and submitted its audit reports and related refund claims to the Joint Committee on Taxation of the U.S. Congress (the Joint Committee). For purposes of its review, the

CF INDUSTRIES HOLDINGS, INC.

Joint Committee separated the IRS audit reports into two separate matters: (i) an income tax related matter and (ii) a withholding tax matter. In late 2019, we received notification that the Joint Committee had approved the IRS audit reports and related income tax refunds relating to the income tax related matter. As a result of the approval by the Joint Committee, we recognized in the fourth quarter of 2019 the following amounts in our consolidated statement of operations: (i) $5 million of interest income ($4 million, net of tax); and (ii) a reduction in income tax expense of $10 million as a result of the favorable settlement of certain uncertain tax positions. No income tax refunds were received in 2019 related to the Amended Tax Returns.

In 2020, we received notification that the Joint Committee approved the IRS audit report and related withholding tax refunds relating to the withholding tax matter and we received IRS Notices indicating the amount of tax and interest to be refunded and received with respect to the income tax and withholding tax returns. As a result of these events, we recognized $26 million of interest-related income and $18 million of income tax benefit, which consisted of the following:

• additional income of $26 million ($23 million, net of tax) representing $16 million of interest income related to the U.S. Federal income tax matter and withholding tax matter and a $10 million reversal of previously accrued interest related to the Canadian tax aspects of this matter,

• a reduction in our liabilities for unrecognized tax benefits of $12 million with a corresponding reduction in income tax expense related to the U.S. Federal withholding tax matter, and

• an additional income tax benefit of $9 million related to the U.S. Federal income tax matter and related state amended returns.

In 2020, we received U.S. Federal income tax refunds, including interest, of $110 million relating to the Amended Tax Returns, consisting of $68 million related to the income tax matter and $42 million related to the withholding tax matter, which finalized these matters with the IRS.

In addition, in late 2020, the CRA settled with us the voluntary disclosure matter, and, in the first quarter of 2021, we received approximately $20 million of withholding tax refunds, including interest, from the CRA.

Deferred Taxes

Deferred tax assets and deferred tax liabilities are as follows:

			December 31,
			2022						2021
			(in millions)
Deferred tax assets:
Net operating loss and capital loss carryforwards, state			$	34					$	38
Net operating loss and capital loss carryforwards, foreign			114						122
Retirement and other employee benefits			25						51
Foreign tax credits			44						18
State tax credits			7						29
Operating lease liabilities			64						62
Other			35						25
			323						345
Valuation allowance			(190)						(150)
			133						195
Deferred tax liabilities:
Depreciation and amortization			(139)						(157)
Investments in partnerships			(858)						(998)
Operating lease right-of-use assets			(63)						(60)
Foreign earnings			(12)						—
Other			(19)						(9)
			(1,091)						(1,224)
Net deferred tax liability			$	(958)					$	(1,029)

CF INDUSTRIES HOLDINGS, INC.

As of December 31, 2022, we recorded a deferred tax liability of $12 million on the undistributed earnings of our Canadian affiliates for which the Company does not have an indefinite reinvestment assertion. We have not provided for deferred taxes on the remainder of undistributed earnings from our foreign affiliates because such earnings would not give rise to additional tax liabilities upon repatriation or such earnings are considered to be indefinitely reinvested.

As of December 31, 2022, our net operating loss and capital loss carryforwards are primarily comprised of state net operating loss carryforwards of $33 million with expiration dates generally ranging from 2030 to 2037 and foreign capital loss carryforwards of $114 million, which can be carried forward indefinitely. Our foreign affiliates have operations that do not normally generate capital gains and have no practical plans to do so in the future. As a result, we have recorded a full valuation allowance against all foreign capital loss carryforwards.

As of December 31, 2022, we have state tax credit carryforwards resulting in a deferred tax asset of $7 million. The state tax credits have expiration dates generally ranging from 2038 to 2042.

In 2022, the net increase in the valuation allowance is primarily attributable to excess foreign tax credits associated with certain U.S. taxed foreign branch income and the reversal of future deductible temporary differences of one of our foreign affiliates in the United Kingdom, partially offset by the impact of changes in foreign currency exchange rates. The excess foreign tax credits carried forward, subject to U.S. foreign tax credit limitation rules, are not expected to be utilized prior to expiration and have a full valuation allowance of $44 million reflecting an increase of $26 million in 2022. Based on recent losses generated in the United Kingdom, and projections for future income over the period for which the deferred tax assets will reverse, we believe it is more likely than not that the foreign affiliate in the United Kingdom will not realize the deferred tax assets and therefore have recorded a full valuation allowance of $24 million. See Note 5—United Kingdom Operations Restructuring and Impairment Charges for additional detail.

In 2021, the valuation allowance activity was primarily attributable to state tax credit carryforwards and excess foreign tax credits associated with certain U.S. taxed foreign branch income. Due to the expiration of statute of limitations on state tax credits and increases in taxable income, we no longer have valuation allowances on the remaining state tax credit carryforwards resulting in a decrease of $27 million. The excess foreign tax credits carried forward, subject to U.S. foreign tax credit limitation rules, are not expected to be utilized prior to expiration and have a full valuation allowance of approximately of $18 million.

In 2020, the valuation allowance activity was primarily attributable to a capital loss. As a result of an intercompany transaction with a foreign affiliate, we recognized a capital loss which will be carried forward and for which we recorded a deferred tax asset of approximately $90 million. The foreign affiliate operations do not normally generate capital gains, and there is no practical plan to do so in the future; therefore, we established a full valuation allowance of approximately $90 million against the deferred tax asset.

Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

			December 31,
			2022						2021
			(in millions)
Unrecognized tax benefits:
Balance as of January 1			$	27					$	81
Additions for tax positions taken during the current year			—						—
Additions for tax positions taken during prior years			154						5
Reductions related to lapsed statutes of limitations			—						—
Reductions related to settlements with tax jurisdictions			—						(59)
Balance as of December 31			$	181					$	27

In 2022, we increased the amount of our unrecognized tax benefits by $154 million, which primarily relates to the Canada Revenue Agency Competent Authority Matter discussed above. As a result of the outcome of the arbitration decision, we evaluated our transfer pricing positions between Canada and the United States for open years 2012 and after. In order to mitigate the assessment of future Canadian interest on these Canadian transfer pricing positions, in the fourth quarter of 2022, we made payments to the Canadian taxing authorities of CAD $363 million (approximately $267 million), which were recorded as noncurrent income tax receivables and included in other assets on our consolidated balance sheet. For the amounts ultimately

CF INDUSTRIES HOLDINGS, INC.

owed and paid to the Canadian tax authorities upon resolution of these tax years, the Company would seek refunds of related taxes paid in the United States.

As of December 31, 2022, we had $181 million of unrecognized tax benefits. Due to the majority of our unrecognized tax benefits being related to transfer pricing positions which have a corollary receivable for the other jurisdiction impacted by the transfer pricing relationship, recognizing these unrecognized tax benefits would result in additional tax expense of $6 million in the future. These receivables are included in other assets on our consolidated balance sheet.

In 2021, we increased the amount of our unrecognized tax benefits by $5 million related to an addition for state investment tax credits. In addition, we reduced the amount of unrecognized tax benefits in 2021 by $59 million primarily related to the effective settlement of the U.S. federal income tax audits for the tax years 2012 through 2016, as described above.

We file federal, provincial, state and local income tax returns principally in the United States, Canada and the United Kingdom, as well as in certain other foreign jurisdictions. In general, filed tax returns remain subject to examination by United States tax jurisdictions for years 2017 and thereafter, by Canadian tax jurisdictions for years 2012 and thereafter, and by the United Kingdom for years 2020 and thereafter. As a result of uncertainties regarding tax audits and their possible outcomes, an estimate of the range of possible impacts to unrecognized tax benefits in the next twelve months cannot be made at this time.

Interest expense and penalties related to our unrecognized tax benefits recorded for the year ended December 31, 2022 was $66 million. Interest expense and penalties recorded for the year ended December 31, 2020 was $(29) million. Interest expense and penalties recorded for the year ended December 31, 2021 were not material. Amounts recognized in our consolidated balance sheets for accrued interest and penalties related to our unrecognized tax benefits of $62 million and $4 million as of December 31, 2022 and 2021, respectively, are included in other liabilities.

CF INDUSTRIES HOLDINGS, INC.

11. Pension and Other Postretirement Benefits

We maintain five funded pension plans, consisting of three in North America (one U.S. plan and two Canadian plans) and two in the United Kingdom, which are both closed to new employees and future accruals. Both of our Canadian plans are closed to new employees. As a result of plan amendments in the fourth quarter of 2022, as further described below, the portion of the U.S. plan that was open to new employees, which is a cash balance plan that provides benefits based on years of service and interest credits, was closed to new employees effective December 31, 2022. We also provide group medical insurance benefits, which vary by group and location, to certain retirees in North America.

On July 15, 2022, we entered into an agreement with an insurance company to purchase a non-participating group annuity contract and transfer approximately $375 million of our primary U.S. defined benefit pension plan’s projected benefit obligation. The transaction closed on July 22, 2022 and was funded with plan assets. Under the transaction, the insurance company assumed responsibility for pension benefits and annuity administration for approximately 4,000 retirees or their beneficiaries. As a result of this transaction, in the third quarter of 2022, we remeasured the plan's projected benefit obligation and plan assets and recognized a non-cash pre-tax pension settlement loss of $24 million, reflecting the unamortized net unrecognized postretirement benefit costs related to the settled obligations, with a corresponding offset to accumulated other comprehensive loss. In the fourth quarter of 2022, the final settlement of the non-participating group annuity contract resulted in a refund of $4 million, which decreased the settlement loss by $3 million to $21 million.

In the fourth quarter of 2022, we remeasured certain of our defined benefit pension plans due to plan amendments resulting from a revision to our North American retirement plan strategy, which, among other things, closed the portion of the U.S. plan that was previously open to new employees and established effective dates for each of the three North America plans to freeze future benefit accruals over the next three years. The plan curtailments resulted in a reduction in our benefit obligations of $20 million and curtailment gains of $4 million, which are reflected in other non-operating—net in our consolidated statement of operations.

Our plan assets, benefit obligations, funded status and amounts recognized on our consolidated balance sheets for our North America and United Kingdom plans as of the December 31 measurement date are as follows:

			Pension Plans																								Retiree Medical Plans
			North America												United Kingdom												North America
			December 31,												December 31,												December 31,
			2022						2021						2022						2021						2022						2021
			(in millions)
Change in plan assets
Fair value of plan assets as of January 1			$	830					$	846					$	505					$	491					$	—					$	—
Return on plan assets			(142)						15						(136)						20						—						—
Employer contributions			2						14						25						26						1						4
Plan participant contributions			—						—						—						—						1						—
Pension retiree annuity purchase			(372)						—						—						—						—						—
Benefit payments			(35)						(46)						(23)						(27)						(2)						(4)
Foreign currency translation			(10)						1						(51)						(5)						—						—
Fair value of plan assets as of December 31			273						830						320						505						—						—
Change in benefit obligation
Benefit obligation as of January 1			(841)						(884)						(590)						(643)						(32)						(35)
Service cost			(16)						(20)						—						—						—						—
Interest cost			(19)						(21)						(10)						(9)						(1)						(1)
Benefit payments			35						46						23						27						2						4
Foreign currency translation			9						(1)						58						6						—						—
Pension retiree annuity purchase			372						—						—						—						—						—
Plan curtailments			20						—						—						—						—						—
Change in assumptions and other			166						39						172						29						8						—
Benefit obligation as of December 31			(274)						(841)						(347)						(590)						(23)						(32)
Funded status as of December 31			$	(1)					$	(11)					$	(27)					$	(85)					$	(23)					$	(32)

CF INDUSTRIES HOLDINGS, INC.

The line titled “change in assumptions and other” for our North America pension plans primarily reflects the impact of gains due to the increase in discount rates for 2022 and 2021.

The line titled “change in assumptions and other” for our U.K. pension plans primarily reflects gains due to the increase in discount rates for 2022 and 2021. For 2021, the gains from the increase in discount rates were partially offset by losses due to an increase in the inflation rate assumptions.

Amounts recognized on the consolidated balance sheets consist of the following:

			Pension Plans																								Retiree Medical Plans
			North America												United Kingdom												North America
			December 31,												December 31,												December 31,
			2022						2021						2022						2021						2022						2021
			(in millions)
Other assets			$	23					$	16					$	—					$	—					$	—					$	—
Accrued expenses			—						—						—						—						(2)						(3)
Other liabilities			(24)						(27)						(27)						(85)						(21)						(29)
			$	(1)					$	(11)					$	(27)					$	(85)					$	(23)					$	(32)

Pre-tax amounts recognized in accumulated other comprehensive loss consist of the following:

			Pension Plans																								Retiree Medical Plans
			North America												United Kingdom												North America
			December 31,												December 31,												December 31,
			2022						2021						2022						2021						2022						2021
			(in millions)
Prior service cost			$	—					$	3					$	1					$	1					$	—					$	—
Net actuarial loss (gain)			6						43						56						89						(4)						4
			$	6					$	46					$	57					$	90					$	(4)					$	4

CF INDUSTRIES HOLDINGS, INC.

Net periodic benefit cost (income) and other amounts recognized in other comprehensive (income) loss for the years ended December 31 included the following:

			Pension Plans																																				Retiree Medical Plans
			North America																		United Kingdom																		North America
			2022						2021						2020						2022						2021						2020						2022						2021						2020
			(in millions)
Service cost			$	16					$	20					$	17					$	—					$	—					$	—					$	—					$	—					$	—
Interest cost			19						21						25						10						9						11						1						1						1
Expected return on plan assets			(22)						(24)						(30)						(14)						(14)						(14)						—						—						—
Settlement loss			21						—						—						—						—						—						—						—						—
Curtailment gains			(4)						—						—						—						—						—						—						—						—
Amortization of prior service cost			1						1						1						—						—						—						—						—						—
Amortization of actuarial loss (gain)			—						5						3						2						4						3						—						—						(1)
Net periodic benefit cost (income)			31						23						16						(2)						(1)						—						1						1						—
Net actuarial (gain) loss			(2)						(31)						(1)						(22)						(36)						(4)						(8)						—						1
Settlement loss			(21)						—						—						—						—						—						—						—						—
Curtailment effects			(20)						—						—						—						—						—						—						—						—
Curtailment gains			4						—						—						—						—						—						—						—						—
Amortization of prior service (cost) benefit			(1)						(1)						(1)						—						—						—						—						—						—
Amortization of actuarial (loss) gain			—						(5)						(3)						(2)						(4)						(3)						—						—						1
Total recognized in other comprehensive (income) loss			(40)						(37)						(5)						(24)						(40)						(7)						(8)						—						2
Total recognized in net periodic benefit cost (income) and other comprehensive (income) loss			$	(9)					$	(14)					$	11					$	(26)					$	(41)					$	(7)					$	(7)					$	1					$	2

Service cost is recognized in cost of sales and selling, general and administrative expenses, and the other components of net periodic benefit cost are recognized in other non-operating—net in our consolidated statements of operations.

The accumulated benefit obligation (ABO) in aggregate for the defined benefit pension plans in North America was approximately $269 million and $797 million as of December 31, 2022 and 2021, respectively. The ABO in aggregate for the defined benefit pension plans in the United Kingdom was approximately $347 million and $590 million as of December 31, 2022 and 2021, respectively.

The following table presents aggregated information for those individual defined benefit pension plans that have an ABO in excess of plan assets as of December 31, which, for 2022, excludes two of the North American defined benefit pension plans and, for 2021, excludes the three North American defined benefit pension plans, as each has plan assets in excess of its ABO:

			North America												United Kingdom
			2022						2021						2022						2021
			(in millions)
Accumulated benefit obligation			$	(163)					$	—					$	(347)					$	(590)
Fair value of plan assets			143						—						320						505

The following table presents aggregated information for those individual defined benefit pension plans that have a projected benefit obligation (PBO) in excess of plan assets as of December 31, which excludes two North American defined benefit pension plans that have plan assets in excess of its PBO:

			North America												United Kingdom
			2022						2021						2022						2021
			(in millions)
Projected benefit obligation			$	(167)					$	(684)					$	(347)					$	(590)
Fair value of plan assets			143						656						320						505

CF INDUSTRIES HOLDINGS, INC.

Our pension funding policy in North America is to contribute amounts sufficient to meet minimum legal funding requirements plus discretionary amounts that we may deem to be appropriate. Actual contributions may vary from estimated amounts depending on changes in assumptions, actual returns on plan assets, changes in regulatory requirements and funding decisions.

In accordance with United Kingdom pension legislation, our United Kingdom pension funding policy is to contribute amounts sufficient to meet the funding level target agreed between the employer and the trustees of the United Kingdom plans. Actual contributions are usually agreed with the plan trustees in connection with each triennial valuation and may vary following each such review depending on changes in assumptions, actual returns on plan assets, changes in regulatory requirements and funding decisions.

We currently estimate that our consolidated pension funding contributions for 2023 will be approximately $17 million for the North American plans and $25 million for the United Kingdom plans.

The expected future benefit payments for our pension and retiree medical plans are as follows:

			Pension Plans												Retiree Medical Plans
			North America						United Kingdom						North America
			(in millions)
2023			$	13					$	23					$	2
2024			14						24						2
2025			15						25						2
2026			16						25						2
2027			17						26						2
2028-2032			89						139						8

The following assumptions were used in determining the benefit obligations and expense:

			Pension Plans																																																Retiree Medical Plans
			North America																		United Kingdom																											North America
			2022						2021						2020						2022						2021						2020																		2022						2021						2020
Weighted-average discount rate—obligation			5.1		%				2.8		%				2.4		%				4.8		%				2.0		%				1.5		%																5.0		%				2.7		%				2.2		%
Weighted-average discount rate—expense			3.6		%				2.4		%				3.1		%				2.0		%				1.5		%				2.0		%																2.7		%				2.2		%				3.0		%
Weighted-average cash balance interest crediting rate—obligation			3.9		%				3.0		%				3.0		%				n/a						n/a						n/a																		n/a						n/a						n/a
Weighted-average cash balance interest crediting rate—expense			3.0		%				3.0		%				3.0		%				n/a						n/a						n/a																		n/a						n/a						n/a
Weighted-average rate of increase in future compensation			3.8		%				4.2		%				4.2		%				n/a						n/a						n/a																		n/a						n/a						n/a
Weighted-average expected long-term rate of return on assets—expense			3.9		%				3.2		%				4.1		%				3.4		%				3.3		%				3.4		%																n/a						n/a						n/a
Weighted-average retail price index—obligation			n/a						n/a						n/a						3.2		%				3.3		%				3.0		%																n/a						n/a						n/a
Weighted-average retail price index—expense			n/a						n/a						n/a						3.3		%				3.0		%				3.0		%																n/a						n/a						n/a

---

n/a—not applicable

The discount rates for all plans are developed by plan using spot rates derived from a hypothetical yield curve of high quality (AA rated or better) fixed income debt securities as of the year-end measurement date to calculate discounted cash flows (the projected benefit obligation) and solving for a single equivalent discount rate that produces the same projected benefit obligation. In determining our benefit obligation, we use the actuarial present value of the vested benefits to which each eligible employee is currently entitled, based on the employee’s expected date of separation or retirement.

The cash balance interest crediting rate for the U.S. plan is based on the greater of 10-year Treasuries or 3.0%.

For our North America plans, the expected long-term rate of return on assets is based on analysis of historical rates of return achieved by equity and non-equity investments and current market characteristics, adjusted for estimated plan expenses

CF INDUSTRIES HOLDINGS, INC.

and weighted by target asset allocation percentages. As of January 1, 2023, our weighted-average expected long-term rate of return on assets is 4.8%, which will be used in determining expense for 2023.

For our United Kingdom plans, the expected long-term rate of return on assets is based on the expected long-term performance of the underlying investments, adjusted for investment managers’ fees and estimated plan expenses. As of January 1, 2023, our weighted-average expected long-term rate of return on assets is 6.1%, which will be used in determining expense for 2023.

The retail price index for the United Kingdom plans is developed using a U.K. Government Gilt Prices Only retail price inflation curve, which is based on the difference between yields on fixed interest government bonds and index-linked government bonds.

For the measurement of the benefit obligation at December 31, 2022 for our primary (U.S.) retiree medical benefit plans, the assumed health care cost trend rates, for pre-65 retirees, start with a 7.0% increase in 2023, followed by a gradual decline in increases to 4.5% for 2031 and thereafter. For post-65 retirees, the assumed health care cost trend rates start with a 7.5% increase in 2023, followed by a gradual decline in increases to 4.5% for 2031 and thereafter. For the measurement of the benefit obligation at December 31, 2021 for our primary (U.S.) retiree medical benefit plans, the assumed health care cost trend rates, for pre-65 retirees, started with a 6.3% increase in 2022, followed by a gradual decline in increases to 4.5% for 2030 and thereafter. For post-65 retirees, the assumed health care cost trend rates started with a 6.8% increase in 2022, followed by a gradual decline in increases to 4.5% for 2030 and thereafter.

The objectives of the investment policies governing the pension plans are to administer the assets of the plans for the benefit of the participants in compliance with all laws and regulations, and to establish an asset mix that provides for diversification and considers the risk of various different asset classes with the purpose of generating favorable investment returns. The investment policies consider circumstances such as participant demographics, time horizon to retirement and liquidity needs, and provide guidelines for asset allocation, planning horizon, general portfolio issues and investment manager evaluation criteria. The investment strategies for the plans, including target asset allocations and investment vehicles, are subject to change within the guidelines of the policies.

The target asset allocation for our U.S. pension plan is 80% non-equity and 20% equity, which has been determined based on analysis of actual historical rates of return and plan needs and circumstances. The equity investments are tailored to exceed the growth of the benefit obligation and are a combination of U.S. and non-U.S. total stock market index mutual funds. The non-equity investments consist primarily of investments in debt securities and money market instruments that are selected based on investment quality and duration to mitigate volatility of the funded status and annual required contributions. The non-equity investments have a duration profile that is similar to the benefit obligation in order to mitigate the impact of interest rate changes on the funded status. This investment strategy is achieved through the use of mutual funds and individual securities.

The target asset allocation for one of the Canadian plans is 80% non-equity and 20% equity, and 100% non-equity for the other Canadian plan. This investment strategy is achieved through the use of a mutual fund for equity investments and individual securities for non-equity investments. The equity investment is a passively managed portfolio that diversifies assets across multiple securities, economic sectors and countries. The non-equity investments consist primarily of investments in debt securities that are selected based on investment quality and duration to mitigate volatility of the funded status and annual required contributions. The non-equity investments have a duration profile that is similar to the benefit obligation in order to mitigate the impact of interest rate changes on the funded status.

The pension assets in the United Kingdom plans are each administered by a Board of Trustees consisting of employer-nominated trustees, member-nominated trustees and an independent trustee, with a requirement that member-nominated trustees represent at least one-third of each Board of Trustees. It is the responsibility of the trustees to ensure prudent management and investment of the assets in the plans. The trustees meet on a quarterly basis to review and discuss fund performance and other administrative matters.

The trustees’ investment objectives are to hold assets that generate returns sufficient to cover prudently each plan’s liability without exposing the plans to unacceptable risk. This is accomplished through the asset allocation strategy of each plan. For both plans, if the asset allocation moves more than plus or minus 5% from the benchmark allocation, the trustees may decide to amend the asset allocation. At a minimum, the trustees review the investment strategy at every triennial actuarial valuation to ensure that the strategy remains consistent with its funding principles. The trustees may review the strategy more frequently if opportunities arise to reduce risk within the investments without jeopardizing the funding position.

Assets of the United Kingdom plans are invested in externally managed pooled funds. The assets are allocated between a growth portfolio and a matching portfolio. The growth portfolio seeks a return premium on investments across multiple asset

CF INDUSTRIES HOLDINGS, INC.

classes. Growth portfolio funds may include, among others, traditional equities and bonds, growth fixed income, hedged funds, and may use derivatives. The matching portfolio seeks to align asset changes with changes in liabilities due to interest rates and inflation expectations. Matching portfolio funds are composed of corporate bonds, U.K. gilts and liability-driven investment funds and generally invest in fixed income debt securities including government bonds, gilts, gilt repurchase agreements, swaps and investment grade corporate bonds and may use derivatives. The target asset allocation for one of the United Kingdom plans is 46% in the growth portfolio and 54% in the matching portfolio and the other United Kingdom plan is 57% in the growth portfolio (including a legacy holding in an actively managed property fund) and 43% in the matching portfolio.

The fair values of our pension plan assets as of December 31, 2022 and 2021, by major asset class, are as follows:

			North America
			December 31, 2022
			Total Fair Value						Quoted Prices in Active Markets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
			(in millions)
Cash and cash equivalents(1)			$	3					$	2					$	1					$	—
Equity mutual funds
Index equity(2)			28						28						—						—
Pooled equity(3)			16						—						16						—
Fixed income
U.S. Treasury bonds and notes(4)			14						14						—						—
Fixed income mutual funds(5)			16						—						16						—
Corporate bonds and notes(6)			109						—						109						—
Government and agency securities(7)			81						—						81						—
Other(8)			6						—						6						—
Total assets at fair value by fair value levels			$	273					$	44					$	229					$	—
Accruals and payables—net			—
Total assets			$	273

			United Kingdom
			December 31, 2022
			Total Fair Value						Quoted Prices in Active Markets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
			(in millions)
Cash and cash funds(9)			$	26					$	9					$	17					$	—
Pooled equity funds(10)			41						—						41						—
Pooled diversified funds(11)			44						—						44						—
Debt funds
Pooled U.K. government fixed and index-linked securities funds(12)			67						—						67						—
Pooled global debt funds(13)			47						—						47						—
Pooled liability-driven investment funds(14)			30						—						30						—
Total assets at fair value by fair value levels			$	255					$	9					$	246					$	—
Funds measured at NAV as a practical expedient(15)			61
Total assets at fair value			316
Receivable from redemption			4
Total assets			$	320

CF INDUSTRIES HOLDINGS, INC.

			North America
			December 31, 2021
			Total Fair Value						Quoted Prices in Active Markets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
			(in millions)
Cash and cash equivalents(1)			$	14					$	10					$	4					$	—
Equity mutual funds
Index equity(2)			157						157						—						—
Pooled equity(3)			34						—						34						—
Fixed income
U.S. Treasury bonds and notes(4)			61						61						—						—
Corporate bonds and notes(6)			460						—						460						—
Government and agency securities(7)			103						—						103						—
Other(8)			7						—						7						—
Total assets at fair value by fair value levels			$	836					$	228					$	608					$	—
Accruals and payables—net			(6)
Total assets			$	830

			United Kingdom
			December 31, 2021
			Total Fair Value						Quoted Prices in Active Markets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
			(in millions)
Cash and cash funds(9)			$	15					$	8					$	7					$	—
Pooled equity funds(10)			122						—						122						—
Pooled diversified funds(11)			52						—						52						—
Debt funds
Pooled U.K. government fixed and index-linked securities funds(12)			78						—						78						—
Pooled global debt funds(13)			88						—						88						—
Pooled liability-driven investment funds(14)			67						—						67						—
Total assets at fair value by fair value levels			$	422					$	8					$	414					$	—
Funds measured at NAV as a practical expedient(15)			83
Total assets			$	505

---

(1)Cash and cash equivalents are primarily short-term U.S. treasury bills and short-term money market funds.

(2)The index equity funds are mutual funds that utilize a passively managed investment approach designed to track specific equity indices. They are valued at quoted market prices in an active market, which represent the net asset values of the shares held by the plan.

(3)The equity pooled mutual funds consist of pooled funds that invest in common stock and other equity securities that are traded on U.S., Canadian, and foreign markets.

(4)U.S. Treasury bonds and notes are valued based on quoted market prices in an active market.

(5)The fixed income mutual funds invest primarily in high-quality longer duration fixed income securities which include bonds, debt securities and other similar instruments. The funds are priced based on a daily published net asset value.

(6)Corporate bonds and notes, including private placement securities, are valued by institutional bond pricing services, which gather information from market sources and integrate credit information, observed market movements and sector news into their pricing applications and models.

(7)Government and agency securities consist of U.S. municipal bonds and Canadian provincial bonds that are valued by institutional bond pricing services, which gather information on current trading activity, market movements, trends, and specific data on specialty issues.

(8)Other includes primarily mortgage-backed, asset-backed securities and U.S. Treasury strips. Mortgage-backed and asset-backed securities are valued by institutional pricing services, which gather information from market sources and integrate credit information,

CF INDUSTRIES HOLDINGS, INC.

observed market movements and sector news into their pricing applications and models. U.S. Treasury strips are valued using stripped interest and stripped principal yield curves based on data obtained from various dealer contacts and live data sources.

(9)Cash and cash funds include a cash fund that holds primarily short-dated term money market securities.

(10)Pooled equity funds invest in a broad array of global equity, equity-related securities, a range of diversifiers and may use derivatives for efficient portfolio management. The funds are valued at net asset value (NAV) as determined by the fund managers based on the value of the underlying net assets of the fund.

(11)Pooled diversified funds invest in a broad array of asset classes and a range of diversifiers including the use of derivatives. The funds are valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.

(12)Pooled U.K. government fixed and index-linked securities funds invest primarily in Sterling denominated fixed income and inflation-linked fixed income securities issued or guaranteed by the U.K. government and may use derivatives for efficient portfolio management. The funds are valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.

(13)Pooled global debt funds invest in a broad array of debt securities from corporate and government bonds to emerging markets and high-yield fixed and floating rate securities of varying maturities and may use derivatives for efficient portfolio management. The funds are valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.

(14)Pooled liability-driven investment funds invest primarily in gilt repurchase agreements, physical U.K. government gilts, other inflation linked fixed income securities, and derivatives to provide exposure to interest rates and inflation, thus hedging these elements of risk associated with pension liabilities. The funds are valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.

(15)Funds measured at NAV as a practical expedient include funds of funds with return strategies with exposure to varying asset classes and credit strategies, as well as alternative investment strategies not precluding multi-asset credit strategies, global macro strategies, commodities, fixed income, equities and currency, and funds that invest primarily in freehold and leasehold property in the United Kingdom. The funds are valued using NAV as determined by the fund managers based on the value of the underlying assets of the fund.

We have defined contribution plans covering substantially all employees in North America and the United Kingdom. Depending on the specific provisions of each plan, qualified employees receive company contributions based on a percentage of base salary, matching of employee contributions up to specified limits, or a combination of both. In 2022, 2021 and 2020, we recognized expense related to our contributions to the defined contribution plans of $19 million, $25 million and $22 million, respectively.

In addition to our qualified defined benefit pension plans, we also maintain certain nonqualified supplemental pension plans for highly compensated employees as defined under federal law. The amounts recognized in accrued expenses and other liabilities in our consolidated balance sheets for these plans were $1 million and $10 million, respectively, as of December 31, 2022, and $1 million and $14 million, respectively, as of December 31, 2021. We recognized expense for these plans of $1 million, $2 million and $2 million in 2022, 2021 and 2020, respectively.

CF INDUSTRIES HOLDINGS, INC.

12. Financing Agreements

Revolving Credit Agreement

We have a senior unsecured revolving credit agreement (the Revolving Credit Agreement), which provides for a revolving credit facility of up to $750 million with a maturity of December 5, 2024. The Revolving Credit Agreement includes a letter of credit sub-limit of $125 million. Borrowings under the Revolving Credit Agreement may be used for working capital, capital expenditures, acquisitions, share repurchases and other general corporate purposes.

Borrowings under the Revolving Credit Agreement may be denominated in U.S. dollars, Canadian dollars, euros and British pounds, and bear interest at a per annum rate equal to, at our option, an applicable eurocurrency rate or base rate plus, in either case, a specified margin. We are required to pay an undrawn commitment fee on the undrawn portion of the commitments under the Revolving Credit Agreement and customary letter of credit fees. The specified margin and the amount of the commitment fee depend on CF Holdings’ credit rating at the time.

As of December 31, 2022, we had unused borrowing capacity under the Revolving Credit Agreement of $750 million and no outstanding letters of credit. There were no borrowings outstanding under the Revolving Credit Agreement as of December 31, 2022 or 2021, or during the years ended December 31, 2022 or 2021. During the year ended December 31, 2020, maximum borrowings under the Revolving Credit Agreement were $500 million and the weighted-average annual interest rate of borrowings was 2.05%. Borrowings under the Revolving Credit Agreement in March 2020 were repaid in full in April 2020.

The Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including financial covenants. As of December 31, 2022, we were in compliance with all covenants under the Revolving Credit Agreement.

Letters of Credit

In addition to the letters of credit that may be issued under the Revolving Credit Agreement, as described above, we have capacity to issue letters of credit up to $350 million, reflecting an increase of $100 million in May 2022, under a bilateral agreement. As of December 31, 2022, approximately $201 million of letters of credit were outstanding under this agreement.

Senior Notes

Long-term debt presented on our consolidated balance sheets as of December 31, 2022 and 2021 consisted of the following debt securities issued by CF Industries:

			Effective Interest Rate						December 31, 2022												December 31, 2021
						Principal						Carrying Amount**(1)**						Principal						Carrying Amount**(1)**
									(in millions)
Public Senior Notes:
3.450% due June 2023			3.665%						$	—					$	—					$	500					$	499
5.150% due March 2034			5.293%						750						741						750						741
4.950% due June 2043			5.040%						750						742						750						742
5.375% due March 2044			5.478%						750						740						750						741
Senior Secured Notes:
4.500% due December 2026(2)			4.783%						750						742						750						742
Total long-term debt									$	3,000					$	2,965					$	3,500					$	3,465

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(1)Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was $7 million and $8 million as of December 31, 2022 and 2021, respectively, and total deferred debt issuance costs were $28 million and $27 million as of December 31, 2022 and 2021, respectively.

(2)Effective August 23, 2021, these notes are no longer secured, in accordance with the terms of the applicable indenture.

As of December 31, 2022, under the indentures (including the applicable supplemental indentures) governing the senior notes due 2034, 2043 and 2044 identified in the table above (the Public Senior Notes), each series of Public Senior Notes was guaranteed by CF Holdings.

As of December 31, 2022, under the terms of the indenture governing the 4.500% senior secured notes due December 2026 (the 2026 Notes) identified in the table above, the 2026 Notes were guaranteed by CF Holdings. Until August 23, 2021,

CF INDUSTRIES HOLDINGS, INC.

the 2026 Notes were also guaranteed by certain subsidiaries of CF Industries. The requirement for subsidiary guarantees of the 2026 Notes was eliminated, and all subsidiary guarantees were automatically released, as a result of an investment grade rating event under the terms of the indenture governing the 2026 Notes on August 23, 2021.

On April 21, 2022, we redeemed in full all of the $500 million outstanding principal amount of the 3.450% senior notes due June 2023 (the 2023 Notes) in accordance with the optional redemption provisions in the indenture governing the 2023 Notes. The total aggregate redemption price paid in connection with the April 2022 redemption of the 2023 Notes, which was funded with cash on hand, was $513 million, including accrued interest. As a result, we recognized a loss on debt extinguishment of $8 million, consisting primarily of the premium paid on the redemption of the $500 million principal amount of the 2023 Notes prior to their scheduled maturity.

On September 10, 2021, we redeemed $250 million principal amount, representing one-third of the $750 million principal amount outstanding immediately prior to such redemption, of the 2023 Notes, in accordance with the optional redemption provisions in the indenture governing the 2023 Notes. The total aggregate redemption price paid in connection with the redemption of the $250 million principal amount of the 2023 Notes was approximately $265 million, including accrued interest. As a result, we recognized a loss on debt extinguishment of $13 million in 2021, consisting primarily of a premium paid on the redemption of the $250 million principal amount of the 2023 Notes prior to their scheduled maturity.

On March 20, 2021, we redeemed in full all of the $250 million outstanding principal amount of the 3.400% senior secured notes due December 2021 (the 2021 Notes), in accordance with the optional redemption provisions in the indenture governing the 2021 Notes. The total aggregate redemption price paid in connection with the redemption of the 2021 Notes, which was funded with cash on hand, was $258 million, including accrued interest. As a result, we recognized a loss on debt extinguishment of $6 million, consisting primarily of the premium paid on the redemption of the $250 million principal amount of the 2021 Notes prior to their scheduled maturity.

Interest on the Public Senior Notes and the 2026 Notes is payable semiannually, and the Public Senior Notes and the 2026 Notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices.

13. Interest Expense

Details of interest expense are as follows:

			Year ended December 31,
			2022						2021						2020
			(in millions)
Interest on borrowings(1)			$	155					$	175					$	185
Fees on financing agreements(1)			8						9						8
Interest on tax liabilities(2)			184						1						(14)
Interest capitalized			(3)						(1)						—
Interest expense			$	344					$	184					$	179

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(1)See Note 12—Financing Agreements for additional information.

(2)Interest on tax liabilities for the year ended December 31, 2022 includes interest accrued on reserves for unrecognized tax benefits related to Canadian transfer pricing. Interest on tax liabilities for the year ended December 31, 2020 includes a reduction in interest accrued on reserves for unrecognized tax benefits. See Note 10—Income Taxes for additional information.

CF INDUSTRIES HOLDINGS, INC.

14. Other Operating—Net

Details of other operating—net are as follows:

			Year ended December 31,
			2022						2021						2020
			(in millions)
Insurance proceeds(1)			$	—					$	—					$	(37)
Loss on disposal of property, plant and equipment—net(2)			2						3						15
Gain on sale of emission credits			(6)						(29)						—
Loss on foreign currency transactions(3)			28						6						5
(Gain) loss on embedded derivative(4)			(14)						1						3
Other(5)			—						(20)						(3)
Other operating—net			$	10					$	(39)					$	(17)

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(1)Insurance proceeds in 2020 relate to property and business interruption insurance claims at one of our nitrogen complexes.

(2)Loss on disposal of property, plant and equipment—net in 2020 includes $9 million of engineering costs written off upon the cancellation of a project at one of our nitrogen complexes.

(3)Loss on foreign currency transactions consists of foreign currency exchange rate impacts on foreign currency denominated transactions, including the impact of changes in foreign currency exchange rates on intercompany loans that were not permanently invested.

(4)(Gain) loss on embedded derivative consists of unrealized and realized net (gains) and losses related to a provision of our strategic venture with CHS. See Note 9—Fair Value Measurements for additional information.

(5)Other includes the recovery of certain precious metals used in the manufacturing process, litigation expenses, and, in 2021, the amount received under the terms of an agreement with the U.K. government associated with the restart of our Billingham facility. See Note 5—United Kingdom Operations Restructuring and Impairment Charges for additional information.

15. Derivative Financial Instruments

We use derivative financial instruments to reduce our exposure to changes in prices for natural gas that will be purchased in the future. Natural gas is the largest and most volatile component of our manufacturing cost for nitrogen-based products. From time to time, we may also use derivative financial instruments to reduce our exposure to changes in foreign currency exchange rates. The derivatives that we use to reduce our exposure to changes in prices for natural gas are primarily natural gas fixed price swaps, basis swaps and options traded in the OTC markets. These natural gas derivatives settle using primarily a NYMEX futures price index, which represents the basis for fair value at any given time. We enter into natural gas derivative contracts with respect to natural gas to be consumed by us in the future, and settlements of those derivative contracts are scheduled to coincide with our anticipated purchases of natural gas used to manufacture nitrogen products during those future periods. We use natural gas derivatives as an economic hedge of natural gas price risk, but without the application of hedge accounting. As a result, changes in fair value of these contracts are recognized in earnings. As of December 31, 2022, we had natural gas derivative contracts covering certain periods through March 2023.

As of December 31, 2022, our open natural gas derivative contracts consisted of natural gas fixed price swaps, basis swaps and options for 66.3 million MMBtus of natural gas. As of December 31, 2021, we had open natural gas derivative contracts consisting of natural gas fixed price swaps, basis swaps and options for 60.0 million MMBtus of natural gas. For the year ended December 31, 2022, we used derivatives to cover approximately 22% of our natural gas consumption.

The effect of derivatives in our consolidated statements of operations is shown in the table below.

			Gain (loss) recognized in income
									Year ended December 31,
			Location						2022						2021						2020
									(in millions)
Natural gas derivatives
Unrealized net (losses) gains			Cost of sales						$	(41)					$	(25)					$	6
Realized net gains (losses)			Cost of sales						10						1						(13)
Gain on net settlement of natural gas derivatives due to Winter Storm Uri			Cost of sales						—						112						—
Net derivative (losses) gains									$	(31)					$	88					$	(7)

CF INDUSTRIES HOLDINGS, INC.

Gain on net settlement of natural gas derivatives due to Winter Storm Uri

We also enter into supply agreements to facilitate the availability of natural gas to operate our plants. When we purchase natural gas under these agreements, we intend to take physical delivery for use in our plants. Certain of these supply agreements allow us to fix the price of the deliveries for the following month using an agreed upon first of month price. We utilize the Normal Purchase Normal Sales (NPNS) derivative scope exception for these fixed price contracts and, therefore, we do not account for them as derivatives.

In the first quarter of 2021, the central portion of the United States experienced extreme and unprecedented cold weather due to the impact of Winter Storm Uri. Certain natural gas suppliers and natural gas pipelines declared force majeure events due to frozen equipment. This occurred at the same time as large increases in natural gas demand were occurring due to the extreme cold temperatures. Due to these unprecedented factors, several states declared a state of emergency and natural gas was redirected for residential usage. We net settled certain natural gas contracts with our suppliers and received prevailing market prices, which were in excess of our cost. We no longer qualified for the NPNS derivative scope exception for the natural gas that was net settled with our suppliers due to the impact of Winter Storm Uri. As a result, we recognized a gain of $112 million from the net settlement of these natural gas contracts, which is reflected in cost of sales in our consolidated statement of operations for the year ended December 31, 2021.

The fair values of derivatives on our consolidated balance sheets are shown below. As of December 31, 2022 and 2021, none of our derivative instruments were designated as hedging instruments. See Note 9—Fair Value Measurements for additional information on derivative fair values.

			Asset Derivatives																		Liability Derivatives
			Balance Sheet Location						December 31,												Balance Sheet Location						December 31,
						2022						2021									2022						2021
									(in millions)																		(in millions)
Natural gas derivatives			Other current assets						$	12					$	16					Other current liabilities						$	(85)					$	(47)

The counterparties to our derivative contracts are multinational commercial banks, major financial institutions and large energy companies. Our derivative contracts are executed with several counterparties under International Swaps and Derivatives Association (ISDA) agreements. The ISDA agreements are master netting arrangements commonly used for OTC derivatives that mitigate exposure to counterparty credit risk, in part, by creating contractual rights of netting and setoff, the specifics of which vary from agreement to agreement. These rights are described further below:

• Settlement netting generally allows us and our counterparties to net, into a single net payable or receivable, ordinary settlement obligations arising between us and our counterparties under the ISDA agreement on the same day, in the same currency, for the same types of derivative instruments, and through the same pairing of offices.

• Close-out netting rights are provided in the event of a default or other termination event (as defined in the ISDA agreements), including bankruptcy. Depending on the cause of early termination, the non-defaulting party may elect to terminate all or some transactions outstanding under the ISDA agreement. The values of all terminated transactions and certain other payments under the ISDA agreement are netted, resulting in a single net close-out amount payable to or by the non-defaulting party.

• Setoff rights are provided by certain of our ISDA agreements and generally allow a non-defaulting party to elect to set off, against the final net close-out payment, other matured and contingent amounts payable between us and our counterparties under the ISDA agreement or otherwise. Typically, these setoff rights arise upon the early termination of all transactions outstanding under an ISDA agreement following a default or specified termination event.

Most of our ISDA agreements contain credit-risk-related contingent features such as cross default provisions. In the event of certain defaults or termination events, our counterparties may request early termination and net settlement of certain derivative trades or, under certain ISDA agreements, may require us to collateralize derivatives in a net liability position. As of December 31, 2022 and 2021, the aggregate fair value of the derivative instruments with credit-risk-related contingent features in net liability positions was $73 million and $31 million, respectively, which also approximates the fair value of the assets that may be needed to settle the obligations if the credit-risk-related contingent features were triggered at the reporting dates. The credit support documents executed in connection with certain of our ISDA agreements generally provide us and our counterparties the right to set off collateral against amounts owing under the ISDA agreements upon the occurrence of a default or a specified termination event. As of December 31, 2022 and 2021, we had no cash collateral on deposit with counterparties for derivative contracts.

CF INDUSTRIES HOLDINGS, INC.

The following table presents amounts relevant to offsetting of our derivative assets and liabilities as of December 31, 2022 and 2021:

			Amounts presented in consolidated balance sheets**(1)**						Gross amounts not offset in consolidated balance sheets
						Financial instruments						Cash collateral received (pledged)						Net amount
			(in millions)
December 31, 2022
Total derivative assets			$	12					$	—					$	—					$	12
Total derivative liabilities			(85)						—						—						(85)
Net derivative liabilities			$	(73)					$	—					$	—					$	(73)
December 31, 2021
Total derivative assets			$	16					$	—					$	—					$	16
Total derivative liabilities			(47)						—						—						(47)
Net derivative liabilities			$	(31)					$	—					$	—					$	(31)

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(1)We report the fair values of our derivative assets and liabilities on a gross basis on our consolidated balance sheets. As a result, the gross amounts recognized and net amounts presented are the same.

We do not believe the contractually allowed netting, close-out netting or setoff of amounts owed to, or due from, the counterparties to our ISDA agreements would have a material effect on our financial position.

16. Supplemental Balance Sheet Data

Accounts Receivable—Net

Accounts receivable—net consist of the following:

			December 31,
			2022						2021
			(in millions)
Trade			$	542					$	464
Other			40						33
Accounts receivable—net			$	582					$	497

Inventories

Inventories consist of the following:

			December 31,
			2022						2021
			(in millions)
Finished goods			$	437					$	358
Raw materials, spare parts and supplies			37						50
Total inventories			$	474					$	408

CF INDUSTRIES HOLDINGS, INC.

Other Assets

Other assets consist of the following:

			December 31,
			2022						2021
			(in millions)
Spare parts			$	180					$	160
Intangible assets—net			15						45
Nonqualified employee benefit trusts			16						20
Tax-related assets			545						33
Other			30						27
Total other assets			$	786					$	285

Tax-related assets include long-term receivables related to U.S. and Canadian transfer pricing and the related interest, and certain payments to Canadian taxing authorities. See Note 10—Income Taxes for additional information.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

			December 31,
			2022						2021
			(in millions)
Accounts payable			$	63					$	110
Accrued natural gas costs			200						168
Payroll and employee-related costs			82						88
Accrued interest			30						30
Other			200						169
Total accounts payable and accrued expenses			$	575					$	565

Payroll and employee-related costs include accrued salaries and wages, vacation, benefits, incentive plans and payroll taxes.

Accrued interest includes interest payable on our outstanding senior notes. See Note 12—Financing Agreements and Note 13—Interest Expense for additional information.

Other includes accrued utilities, property and other taxes, sales incentives and other credits, accrued litigation settlement costs, accrued maintenance and professional services.

Other Current Liabilities

As of December 31, 2022, other current liabilities of $95 million primarily includes $85 million of unrealized loss on natural gas derivatives and $6 million for asset retirement obligations related to our Ince complex.

As of December 31, 2021, other current liabilities of $54 million primarily includes $47 million of unrealized loss on natural gas derivatives and $5 million representing the current portion of the unrealized loss on the embedded derivative liability related to our strategic venture with CHS.

See Note 9—Fair Value Measurements, Note 15—Derivative Financial Instruments, Note 17—Noncontrolling Interest and Note 23—Asset Retirement Obligations for additional information.

CF INDUSTRIES HOLDINGS, INC.

Other Liabilities

Other liabilities consist of the following:

			December 31,
			2022						2021
			(in millions)
Benefit plans and deferred compensation			$	92					$	165
Tax-related liabilities			267						62
Unrealized loss on embedded derivative			1						10
Other			15						14
Other liabilities			$	375					$	251

Benefit plans and deferred compensation include liabilities for pensions, retiree medical benefits, and the noncurrent portion of incentive plans. See Note 11—Pension and Other Postretirement Benefits for additional information.

Tax-related liabilities include reserves for unrecognized tax benefits and the related interest. See Note 10—Income Taxes for additional information.

17. Noncontrolling Interest

A reconciliation of the beginning and ending balances of noncontrolling interest and distributions payable to the noncontrolling interest on our consolidated balance sheets is provided below.

			Year ended December 31,
			2022																		2021																		2020
			(in millions)
Noncontrolling interest:
Balance as of January 1			$	2,830																	$	2,681																	$	2,740
Earnings attributable to noncontrolling interest			591																		343																		115
Declaration of distributions payable			(619)																		(194)																		(174)
Balance as of December 31			$	2,802																	$	2,830																	$	2,681
Distributions payable to noncontrolling interest:
Balance as of January 1			$	—																	$	—																	$	—
Declaration of distributions payable			619																		194																		174
Distributions to noncontrolling interest			(619)																		(194)																		(174)
Balance as of December 31			$	—																	$	—																	$	—

We have a strategic venture with CHS under which CHS owns an equity interest in CFN, a subsidiary of CF Holdings, which represents approximately 11% of the membership interests of CFN. We own the remaining membership interests. Under the terms of CFN’s limited liability company agreement, each member’s interest will reflect, over time, the impact of the profitability of CFN, any member contributions made to CFN and withdrawals and distributions received from CFN. For financial reporting purposes, the assets, liabilities and earnings of the strategic venture are consolidated into our financial statements. CHS’ interest in the strategic venture is recorded in noncontrolling interest in our consolidated financial statements. CHS also receives deliveries pursuant to a supply agreement under which CHS has the right to purchase annually from CFN up to approximately 1.1 million tons of granular urea and 580,000 tons of UAN at market prices. As a result of its equity interest in CFN, CHS is entitled to semi-annual cash distributions from CFN. We are also entitled to semi-annual cash distributions from CFN. The amounts of distributions from CFN to us and CHS are based generally on the profitability of CFN and determined based on the volume of granular urea and UAN sold by CFN to us and CHS pursuant to supply agreements, less a formula driven amount based primarily on the cost of natural gas used to produce the granular urea and UAN, and adjusted for the allocation of items such as operational efficiencies and overhead amounts. Additionally, under the terms of the strategic venture, we have recognized an embedded derivative related to our credit rating. See Note 9—Fair Value Measurements for additional information.

On January 31, 2023, the CFN Board of Managers approved semi-annual distribution payments for the distribution period ended December 31, 2022, in accordance with CFN’s limited liability company agreement. On January 31, 2023, CFN distributed $255 million to CHS for the distribution period ended December 31, 2022.

CF INDUSTRIES HOLDINGS, INC.

18. Stockholders’ Equity

Common Stock

Our Board of Directors (the Board) has authorized certain programs to repurchase shares of our common stock. These programs have generally permitted repurchases to be made from time to time in the open market, through privately-negotiated transactions, through block transactions or otherwise. Our management has determined the manner, timing and amount of repurchases under these programs based on the evaluation of market conditions, stock price and other factors.

On November 3, 2021, the Board authorized the repurchase of up to $1.5 billion of CF Holdings common stock through December 31, 2024 (the 2021 Share Repurchase Program). As of December 31, 2022, we had repurchased 14.9 million shares under the 2021 Share Repurchase Program for $1.35 billion.

On November 2, 2022, the Board authorized the repurchase of up to $3 billion of CF Holdings common stock commencing upon completion of the 2021 Share Repurchase Program and effective through December 31, 2025.

The shares we repurchase are held as treasury stock. If the Board authorizes us to retire the shares, they are returned to the status of authorized but unissued shares. As part of the retirements, we reduce our treasury stock, paid-in capital and retained earnings balances. In 2021, we retired 8.9 million shares of repurchased stock. As of December 31, 2021, we held 27,962 shares of treasury stock. In 2022, we retired 15.2 million shares of repurchased stock, including shares repurchased under the 2021 Share Repurchase Program. As of December 31, 2022, we held no shares of treasury stock.

Changes in common shares outstanding are as follows:

			Year ended December 31,
			2022						2021						2020
Beginning balance			207,575,978						213,954,858						216,023,826
Exercise of stock options			2,475,550						1,806,940						321,465
Issuance of restricted stock(1)			740,025						643,882						552,362
Purchase of treasury shares(2)			(15,187,149)						(8,829,702)						(2,942,795)
Ending balance			195,604,404						207,575,978						213,954,858

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(1)Includes shares issued from treasury.

(2)Consists of shares repurchased under share repurchase programs and shares withheld to pay employee tax obligations upon the vesting of restricted stock or the exercise of stock options.

Preferred Stock

CF Holdings is authorized to issue 50 million shares of $0.01 par value preferred stock. Our Second Amended and Restated Certificate of Incorporation, as amended, authorizes the Board, without any further stockholder action or approval, to issue these shares in one or more classes or series, and (except in the case of our Series A Junior Participating Preferred Stock, 500,000 shares of which are authorized and the terms of which were specified in the original certificate of incorporation of CF Holdings) to fix the rights, preferences and privileges of the shares of each wholly unissued class or series and any of its qualifications, limitations or restrictions. The Series A Junior Participating Preferred Stock had been established in CF Holdings’ original certificate of incorporation in connection with our former stockholder rights plan that expired in 2015. No shares of preferred stock have been issued.

CF INDUSTRIES HOLDINGS, INC.

Accumulated Other Comprehensive Loss

Changes to accumulated other comprehensive loss and the impact on other comprehensive income (loss) are as follows:

			Foreign Currency Translation Adjustment												Unrealized Gain (Loss) on Derivatives						Defined Benefit Plans						Accumulated Other Comprehensive Loss
			(in millions)
Balance as of December 31, 2019			$	(188)											$	5					$	(183)					$	(366)
Gain arising during the period			—												—						1						1
Reclassification to earnings(1)			—												(1)						6						5
Effect of exchange rate changes and deferred taxes			44												—						(4)						40
Balance as of December 31, 2020			$	(144)											$	4					$	(180)					$	(320)
Gain arising during the period			—												—						67						67
Reclassification to earnings(1)			—												—						12						12
Effect of exchange rate changes and deferred taxes			3												—						(19)						(16)
Balance as of December 31, 2021			$	(141)											$	4					$	(120)					$	(257)
Gain arising during the period			—												—						55						55
Reclassification to earnings(1):
Settlement loss			—												—						21						21
Curtailment gains			—												—						(4)						(4)
Other			—												(1)						4						3
Effect of exchange rate changes and deferred taxes			(38)												—						(10)						(48)
Balance as of December 31, 2022			$	(179)											$	3					$	(54)					$	(230)

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(1) Reclassifications out of accumulated other comprehensive loss to the consolidated statements of operations were not material.

19. Stock-based Compensation

2022 Equity and Incentive Plan

In May 2022, our shareholders approved the CF Industries Holdings, Inc. 2022 Equity and Incentive Plan (the 2022 Equity and Incentive Plan), including 2.5 million new shares of the Company’s common stock available for grant thereunder as part of our pay-for-performance compensation program, which we use to provide incentives that are aligned with the interests of our shareholders. The 2022 Equity and Incentive Plan replaced the CF Industries Holdings, Inc. 2014 Equity and Incentive Plan (the 2014 Equity and Incentive Plan) and 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.

Share Reserve and Individual Award Limits

The maximum number of shares reserved for the grant of awards under the 2022 Equity and Incentive Plan is the sum of (i) 2.5 million shares, plus (ii) the number of shares that remain available for new grants under the 2014 Equity and Incentive Plan when the 2022 Equity and Incentive Plan was approved by shareholders, plus (iii) the number of shares subject to stock options granted under the 2014 Equity and Incentive Plan or the CF Industries Holdings, Inc. 2009 Equity and Incentive Plan that were outstanding when the 2022 Equity and Incentive Plan was approved by shareholders, but only to the extent such awards terminate or expire without the delivery of shares, plus (iv) 1.61 times the number of shares subject to restricted stock or restricted stock unit awards (including performance restricted stock unit awards) granted under the 2014 Equity and Incentive Plan that were outstanding when the 2022 Equity and Incentive Plan was approved by shareholders, but only to the extent such awards terminate or expire without the delivery of shares. In no event will the number of shares available for issuance under the 2022 Equity and Incentive Plan exceed 10,615,515 shares. Shares issued with respect to all awards granted under the 2022 Equity and Incentive Plan are counted against the share reserve on a one-for-one basis. The shares subject to any outstanding award under the 2022 Equity and Incentive Plan will be available for subsequent award and issuance under the 2022 Equity and Incentive Plan to the extent those awards subsequently expire, are forfeited or cancelled, or terminate for any reason prior to issuance of the shares subject to those awards. In addition, shares tendered or withheld in payment of the exercise price of an

CF INDUSTRIES HOLDINGS, INC.

award and shares withheld by the Company to satisfy tax withholding obligations related to an award will be available for subsequent award under the 2022 Equity and Incentive Plan. As of December 31, 2022, we had approximately 6.8 million shares available for future awards under the 2022 Equity and Incentive Plan. The 2022 Equity and Incentive Plan provides that no more than 5.0 million shares may be issued pursuant to the exercise of incentive stock options, subject to adjustment upon certain capitalization events.

Restricted Stock Awards, Restricted Stock Units and Performance Restricted Stock Units

The fair value of a restricted stock award (RSA) or a restricted stock unit (RSU) is equal to the number of shares subject to the award multiplied by the closing market price of our common stock on the date of grant. We estimated the fair value of each performance restricted stock unit (PSU) on the date of grant using a Monte Carlo simulation. Generally, RSUs vest in three equal annual installments following the date of grant. PSUs are granted to key employees and generally vest three years from the date of grant subject to the attainment of applicable performance goals during the performance period. The RSAs awarded to non-management members of the Board vest the earlier of one year from the date of the grant or the date of the next annual stockholder meeting. During the vesting period, the holders of the RSAs are entitled to dividends and voting rights. During the vesting period, the holders of the RSUs are paid dividend equivalents in cash to the extent we pay cash dividends. PSUs accrue dividend equivalents to the extent we pay cash dividends on our common stock during the performance and vesting periods. Upon vesting of the PSUs, holders are paid the cash equivalent of the dividends paid during the performance and vesting periods based on the shares of common stock, if any, delivered in settlement of PSUs. Holders of RSUs and PSUs are not entitled to voting rights unless and until the awards have vested.

A summary of restricted stock activity during the year ended December 31, 2022 is presented below.

			Restricted Stock Awards												Restricted Stock Units												Performance Restricted Stock Units
			Shares						Weighted- Average Grant-Date Fair Value						Shares						Weighted- Average Grant-Date Fair Value						Shares						Weighted- Average Grant-Date Fair Value
Outstanding as of December 31, 2021			35,508						$	49.28					660,849						$	40.98					425,268						$	46.83
Granted			16,736						95.59						231,506						71.68						203,821						81.38
Restrictions lapsed (vested)(1)			(35,508)						49.28						(323,106)						41.61						(214,203)						46.57
Forfeited			—						—						(22,569)						50.82						(3,201)						63.06
Outstanding as of December 31, 2022			16,736						95.59						546,680						53.21						411,685						63.95

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(1)For performance restricted stock units, the shares represent the performance restricted stock units granted in 2019, for which the three-year performance period ended December 31, 2021.

The 2022, 2021 and 2020 weighted-average grant-date fair value for RSAs was $95.59, $49.28 and $27.51, for RSUs was $71.68, $38.69 and $45.23, and for PSUs was $81.38, $48.25 and $47.93, respectively.

The actual tax benefit realized from restricted stock vested in each of the years ended December 31, 2022, 2021 and 2020 was $14 million, $7 million and $5 million, respectively. The fair value of restricted stock vested was $60 million, $29 million and $22 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Stock Options

Under the 2014 Equity and Incentive Plan and our other predecessor plans, we granted to plan participants nonqualified stock options to purchase shares of our common stock. The exercise price of these options was equal to the market price of our common stock on the date of grant. The contractual life of each option was ten years and generally one-third of the options vested on each of the first three anniversaries of the date of grant. No stock option awards were granted under the 2014 Equity and Incentive Plan or our other predecessor plans after 2017, and no stock option awards have been granted under the 2022 Equity and Incentive Plan.

A summary of stock option activity during the year ended December 31, 2022 is presented below:

CF INDUSTRIES HOLDINGS, INC.

			Shares						Weighted- Average Exercise Price
Outstanding as of December 31, 2021			2,637,586						$	42.48
Exercised			(2,475,550)						42.79
Outstanding as of December 31, 2022			162,036						37.72
Exercisable as of December 31, 2022			162,036						37.72

			Weighted- Average Remaining Contractual Term (years)						Aggregate Intrinsic Value**(1)****(in millions)**
Outstanding as of December 31, 2022			2.9						$	8
Exercisable as of December 31, 2022			2.9						$	8

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(1)The aggregate intrinsic value represents the total pre-tax intrinsic value, based on our closing stock price of $85.20 as of December 31, 2022, which would have been received by the option holders had all option holders exercised their options as of that date.

Selected amounts pertaining to stock option exercises are as follows:

			Year ended December 31,
			2022						2021						2020
			(in millions)
Cash received from stock option exercises			$	106					$	64					$	8
Actual tax benefit realized from stock option exercises			$	23					$	9					$	1
Pre-tax intrinsic value of stock options exercised			$	100					$	39					$	4

Compensation Cost

Compensation cost is recorded primarily in selling, general and administrative expenses. The following table summarizes stock-based compensation costs and related income tax benefits:

			Year ended December 31,
			2022						2021						2020
			(in millions)
Stock-based compensation expense			$	41					$	30					$	26
Income tax benefit			(9)						(7)						(6)
Stock-based compensation expense, net of income taxes			$	32					$	23					$	20

As of December 31, 2022, pre-tax unrecognized compensation cost was $16 million for RSAs and RSUs, which will be recognized over a weighted-average period of 1.6 years, and $20 million for PSUs, which will be recognized over a weighted-average period of 1.3 years.

Excess tax benefits realized from the vesting of restricted stock or stock option exercises are recognized as an income tax benefit in our consolidated statements of operations and are required to be reported as an operating cash inflow rather than a reduction of taxes paid. The excess tax benefits realized in 2022, 2021 and 2020 were $96 million, $22 million and $3 million, respectively.

CF INDUSTRIES HOLDINGS, INC.

20. Contingencies

Litigation

From time to time, we are subject to ordinary, routine legal proceedings related to the usual conduct of our business, including proceedings regarding public utility and transportation rates, environmental matters, taxes and permits relating to the operations of our various plants and facilities. Based on the information available as of the date of this filing, we believe that the ultimate outcome of these routine matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Environmental

From time to time, we receive notices from governmental agencies or third parties alleging that we are a potentially responsible party at certain cleanup sites under the Comprehensive Environmental Response, Compensation, and Liability Act or other environmental cleanup laws. In 2011, we received a notice from the Idaho Department of Environmental Quality (IDEQ) that alleged that we were a potentially responsible party for the cleanup of a former phosphate mine site we owned in the late 1950s and early 1960s located in Georgetown Canyon, Idaho. The current owner of the property and a former mining contractor received similar notices for the site. In 2014, we and the current property owner entered into a Consent Order with IDEQ and the U.S. Forest Service to conduct a remedial investigation and feasibility study of the site. The remedial investigation was submitted to the agencies in 2021. The next step will be a risk assessment, followed by a feasibility study. In 2015, we and several other parties received a notice that the U.S. Department of the Interior and other trustees intended to undertake a natural resource damage assessment for 18 former phosphate mines and three former processing facilities in southeast Idaho. The Georgetown Canyon former mine and processing facility was included in the group of former mines and processing facilities identified by the trustees. In June 2021, we received another notice from the U.S. Department of the Interior that the natural resource damage trustees were commencing a ‘subsequent’ phase of the natural resource damage assessment, but no further details were provided with respect to said assessment. Because the former Georgetown Canyon mine site is still in the risk assessment and feasibility study stage, we are not able to estimate at this time our potential liability, if any, with respect to the cleanup of the site or a possible claim for natural resource damages. However, based on the results of the site investigation conducted to date, we do not expect the remedial or financial obligations to which we may be subject involving this or other cleanup sites will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

CF INDUSTRIES HOLDINGS, INC.

21. Segment Disclosures

Our reportable segments consist of Ammonia, Granular Urea, UAN, AN and Other. These segments are differentiated by products. Our management uses gross margin to evaluate segment performance and allocate resources. Total other operating costs and expenses (consisting primarily of selling, general and administrative expenses and other operating—net) and non-operating expenses (consisting primarily of interest and income taxes) are centrally managed and are not included in the measurement of segment profitability reviewed by management.

Our assets, with the exception of goodwill, are not monitored by or reported to our chief operating decision maker by segment; therefore, we do not present total assets by segment. Goodwill by segment is presented in Note 7—Goodwill and Other Intangible Assets. Segment data for sales, cost of sales and gross margin for 2022, 2021 and 2020 are presented in the table below.

			Ammonia**(1)**						Granular Urea**(2)**						UAN**(2)**						AN**(2)**						Other**(2)**						Consolidated
			(in millions)
Year ended December 31, 2022
Net sales			$	3,090					$	2,892					$	3,572					$	845					$	787					$	11,186
Cost of sales			1,491						1,328						1,489						597						420						5,325
Gross margin			$	1,599					$	1,564					$	2,083					$	248					$	367					5,861
Total other operating costs and expenses(3)																																	558
Equity in earnings of operating affiliate																																	94
Operating earnings																																	$	5,397
Year ended December 31, 2021
Net sales			$	1,787					$	1,880					$	1,788					$	510					$	573					$	6,538
Cost of sales			1,162						992						1,119						475						403						4,151
Gross margin			$	625					$	888					$	669					$	35					$	170					2,387
Total other operating costs and expenses(3)																																	705
Equity in earnings of operating affiliate																																	47
Operating earnings																																	$	1,729
Year ended December 31, 2020
Net sales			$	1,020					$	1,248					$	1,063					$	455					$	338					$	4,124
Cost of sales			850						847						949						390						287						3,323
Gross margin			$	170					$	401					$	114					$	65					$	51					801
Total other operating costs and expenses																																	189
Equity in earnings of operating affiliate																																	11
Operating earnings																																	$	623

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(1)Cost of sales and gross margin for the Ammonia segment for the year ended December 31, 2021 include a $112 million gain on the net settlement of certain natural gas contracts with our suppliers. See Note 15—Derivative Financial Instruments for additional information.

(2)The cost of the products that are upgraded into other products is transferred at cost into the upgraded product results.

(3)Total other operating costs and expenses for the year ended December 31, 2022 include $258 million of asset impairment and restructuring charges related to our U.K. operations. Total other operating costs and expenses for the year ended December 31, 2021 include $521 million of asset impairment charges related to our U.K. operations. See Note 5—United Kingdom Operations Restructuring and Impairment Charges for additional information.

CF INDUSTRIES HOLDINGS, INC.

Depreciation and amortization by segment for 2022, 2021 and 2020 is as follows:

			Ammonia						Granular Urea						UAN						AN						Other												Corporate						Consolidated
			(in millions)
Depreciation and amortization
Year ended December 31, 2022			$	166					$	272					$	269					$	61					$	67											$	15					$	850
Year ended December 31, 2021			209						235						259						77						87												21						888
Year ended December 31, 2020			176						270						256						100						68												22						892

Enterprise-wide data by geographic region is as follows:

			Year ended December 31,
			2022						2021						2020
			(in millions)
Sales by geographic region (based on destination of shipments):
United States			$	8,212					$	5,086					$	3,036
Foreign:
Canada			849						568						397
North America, excluding U.S. and Canada			149						79						54
United Kingdom			642						464						332
Other foreign			1,334						341						305
Total foreign			2,974						1,452						1,088
Consolidated			$	11,186					$	6,538					$	4,124

			December 31,
			2022						2021						2020
			(in millions)
Property, plant and equipment—net by geographic region:
United States			$	5,812					$	6,211					$	6,527
Foreign:
Canada			506						485						525
United Kingdom			119						385						580
Total foreign			625						870						1,105
Consolidated			$	6,437					$	7,081					$	7,632

Our principal customers are cooperatives, independent fertilizer distributors, traders, wholesalers and industrial users. In 2022, 2021 and 2020, CHS accounted for approximately 13%, 14% and 13% of our consolidated net sales, respectively. See Note 17—Noncontrolling Interest for additional information.

CF INDUSTRIES HOLDINGS, INC.

22. Supplemental Cash Flow Information

The following provides additional information relating to cash flow activities:

			Year ended December 31,
			2022						2021						2020
			(in millions)
Cash paid during the year for
Interest—net of interest capitalized			$	257					$	176					$	184
Income taxes—net of refunds			1,776						430						111
Supplemental disclosure of noncash investing and financing activities:
Change in capitalized expenditures in accounts payable and accrued expenses			$	18					$	(8)					$	1
Change in accrued share repurchases			(1)						(1)						—

Interest—net of interest capitalized for the year ended December 31, 2022 includes interest paid to Canadian taxing authorities of approximately $100 million related to tax years 2006 through 2011. See Note 10—Income Taxes—“Canada Revenue Agency Competent Authority Matter” for additional information.

Income taxes—net of refunds for the year ended December 31, 2022 includes certain payments of CAD $363 million (approximately $267 million) to Canadian taxing authorities, which are reflected in the line “Other—net” in our consolidated statement of cash flows. These payments were made in order to mitigate the assessment of future Canadian interest on transfer pricing positions. See Note 10—Income Taxes—“Unrecognized Tax Benefits” for additional information.

23. Asset Retirement Obligations

Asset retirement obligations (AROs) are legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development or normal operation of such assets. AROs are initially recognized as incurred when sufficient information exists to estimate fair value. We have AROs at our nitrogen manufacturing complexes and at our distribution and storage facilities that are conditional upon cessation of operations. These AROs include certain decommissioning activities as well as the removal and disposal of certain chemicals, waste materials, structures, equipment, vessels, piping and storage tanks. Also included are reclamation of land and the closure of certain effluent ponds and/or waste storage areas. The most recent estimate of the aggregate cost of AROs for our complexes and facilities, excluding the Ince, United Kingdom complex, expressed in 2022 dollars, is approximately $118 million.

We have not recorded a liability for these conditional AROs as of December 31, 2022 because we do not believe there is currently a reasonable basis for estimating a date or range of dates of cessation of operations at our nitrogen manufacturing facilities or our distribution and storage facilities, which is necessary in order to estimate fair value. In reaching this conclusion, we considered the historical performance of each complex or facility and considered factors such as planned maintenance, asset replacements and upgrades of plant and equipment, which if conducted as in the past, can extend the physical lives of our nitrogen manufacturing facilities and our distribution and storage facilities indefinitely. We also considered the possibility of changes in technology, risk of obsolescence, and availability of raw materials in arriving at our conclusion.

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. As a result, we recorded a liability of approximately $9 million for the costs of certain asset retirement activities related to the Ince site. Changes to components of the asset retirement obligation were not material in the third and fourth quarters of 2022. As of December 31, 2022, the liability recorded in other current liabilities in our consolidated balance sheet was approximately $6 million. See Note 5—United Kingdom Operations Restructuring and Impairment Charges for additional information.

CF INDUSTRIES HOLDINGS, INC.

24. Leases

We have operating leases for certain property and equipment under various noncancelable agreements, the most significant of which are rail car leases and barge tow charters for the distribution of our products. The rail car leases currently have minimum terms ranging from one to eleven years and the barge tow charter commitments range from one to six years. Our rail car leases and barge tow charters commonly contain provisions for automatic renewal that can extend the lease term unless cancelled by either party. We also have operating leases for terminal and warehouse storage for our distribution system, some of which contain minimum throughput requirements. The storage agreements contain minimum terms generally ranging from one to five years and commonly contain provisions for automatic renewal thereafter unless cancelled by either party. The renewal provisions for our rail car leases, barge tow charters and terminal and warehouse storage agreements are not reasonably certain to be exercised.

The components of lease costs were as follows:

			Year ended December 31,
			2022						2021						2020
			(in millions)
Operating lease cost			$	103					$	102					$	107
Short-term lease cost			48						25						17
Variable lease cost			6						7						6
Total lease cost			$	157					$	134					$	130

Supplemental cash flow information related to leases was as follows:

			Year ended December 31,
			2022						2021						2020
			(in millions)
Operating cash flows - cash paid for amounts included in the measurement of operating lease liabilities			$	100					$	97					$	105
Right-of-use (ROU) assets obtained in exchange for operating lease obligations			106						80						80

Supplemental balance sheet information related to leases was as follows:

			December 31,
			2022						2021
			(in millions)
Operating lease ROU assets			$	254					$	243
Current operating lease liabilities			$	93					$	89
Operating lease liabilities			167						162
Total operating lease liabilities			$	260					$	251

			December 31,
			2022						2021
Operating leases
Weighted-average remaining lease term			4 years						4 years
Weighted-average discount rate(1)			3.9		%				3.8		%

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(1)Upon adoption of the new lease accounting standard, discount rates used for existing leases were established at January 1, 2019.

As of December 31, 2022, we have entered into two additional leases that have not yet commenced. These leases will commence in fiscal year 2023 with future minimum lease payments of $11 million and lease terms of three and five years.

CF INDUSTRIES HOLDINGS, INC.

The following table reconciles the undiscounted cash flows for our operating leases to the operating lease liabilities recorded on our consolidated balance sheet as of December 31, 2022.

			Operating lease payments
			(in millions)
2023			$	95
2024			73
2025			47
2026			35
2027			19
Thereafter			11
Total lease payments			280
Less: imputed interest			(20)
Present value of lease liabilities			260
Less: Current operating lease liabilities			(93)
Operating lease liabilities			$	167

CF INDUSTRIES HOLDINGS, INC.