CF Industries Holdings (CF) 10-K risk factor changes: FY2023 vs FY2022

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

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

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

For example, in the two-year period ended December 31, 2017, additional production capacity came [removed: on line] [added: online] and, at the same time, the average selling price for our products declined 34%, from $314 per ton in 2015 to $207 per ton in 2017.

Additional [added: nitrogen] production capacity is expected to come [removed: on line] [added: online] over the next 12 months outside of North America.

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

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

[removed: In recent years,] [added: From time to time,] we have experienced periods of industry oversupply, which impacted our financial performance, credit ratings and the trading price for our common stock.

Due to the cyclical nature of our industry, we cannot predict the timing or duration of [added: such periods of industry] oversupply [removed: conditions] or the degree to which oversupply conditions would impact our business, financial condition, results of operations and cash flows.

Some of our competitors have greater total resources and are less dependent on earnings from fertilizer sales, which make them less vulnerable to [added: fertilizer] industry downturns and better positioned to pursue new expansion and development opportunities.

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

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

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

[removed: The long-term impact of] [added: How long and at what level] these duties [added: will remain in effect and their long-term impact] on the international market for nitrogen products [removed: is] [added: are] uncertain.

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

Developments in crop technology, such as nitrogen fixation, the conversion of atmospheric nitrogen into compounds that plants can assimilate, or nitrogen-efficient varieties, or developments in alternatives to traditional animal feed or alternative proteins, could also reduce the use of [removed: chemical] [added: nitrogen] fertilizers and adversely affect the demand for our products.

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

[removed: Starting in October 2023,] [added: For example,] the United Kingdom [removed: will] [added: has worked with industry to develop an assurance scheme to] limit the use of unprotected or uninhibited urea products between January and March of every [removed: year.][added: year, beginning in 2024.]

While CF Fertilisers UK Limited does not sell solid urea fertilizer in the United Kingdom, limitations on fertilizer use have been and may be considered by other jurisdictions, such as the EU, which [added: has] announced its Farm to Fork Strategy and Biodiversity [removed: Strategy, or Canada, which has begun consulting stakeholders on its target of reducing emissions from fertilizers by 30% below 2020 levels through improved nitrogen management and optimizing fertilizer use.][added: Strategy.]

Any reduction in the demand for [removed: chemical] [added: our nitrogen] fertilizer products, including as a result of technological developments and/or limitations on the use and application of [removed: chemical] [added: nitrogen] fertilizers, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The price of natural gas in North America has [added: historically] been [removed: volatile in recent years.][added: volatile.]

In recent years, the cost of North American natural gas for the production of nitrogen fertilizers has been significantly lower than the [removed: energy costs] [added: cost] of [added: natural gas in other parts of] the [added: world where the] industry’s marginal nitrogen [removed: producers.][added: producers are located.]

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

During [removed: 2022,] [added: 2023,] the daily closing price at the Henry Hub, the most heavily-traded natural gas pricing point in North America, reached a low of [removed: $3.45] [added: $1.72] per MMBtu on [removed: November 10, 2022] [added: three consecutive days in June 2023] and a high of [removed: $9.85] [added: $3.81] per MMBtu on [removed: August 23, 2022.][added: January 5, 2023.]

During the three-year period ended December 31, [removed: 2022,] [added: 2023,] the daily closing price at the Henry Hub reached a low of [removed: $1.34] [added: $1.72] per [added: MMBtu on three consecutive days in June 2023 and a high of $23.61 per MMBtu on February 18, 2021.]

We also export nitrogen fertilizer products via seagoing vessels from deep-water docking facilities at certain of our manufacturing [removed: sites.][added: sites on the U.S. river system through the U.S. Gulf of Mexico.]

In addition, adverse weather [removed: events] [added: events, such as storms, hurricanes, tornadoes, or floods,] not only can cause loss of power [removed: at] [added: or other impacts to] our facilities or damage to or delays in logistics capabilities disrupting our operations, but also can impact the supply of natural gas and utilities and cause prices to rise.

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

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

Our operations are dependent upon raw materials [added: and utilities] provided by third parties, and any delay or interruption in the delivery of raw materials [added: or utilities] may adversely affect our business.

We use [added: raw materials, primarily] natural [removed: gas] [added: gas,] and [removed: other raw materials] [added: utilities, such as electricity,] in the manufacture of our nitrogen products.

We purchase [removed: the natural gas and other] raw materials [added: and utilities] from third party suppliers.

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

Any delay or interruption in the delivery of [removed: natural gas or other] raw [removed: materials,] [added: materials or utilities,] even for a limited period, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We also lease rail cars in order to ship [removed: raw materials and] finished products.

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

Also, certain third party service providers, such as railroads, have from time to time experienced service delays or shutdowns due to capacity constraints in their systems, operational and maintenance difficulties, blockades, organized labor strikes, weather or safety-related embargoes and delays, and other events, which could impact the shipping of our products and cause disruption in our [added: operations and] supply chain.

Our nitrogen manufacturing facilities are located at [removed: eight] [added: nine] separate nitrogen complexes, the largest of which is the Donaldsonville complex, which represented approximately [removed: 41%] [added: 40%] of our ammonia production capacity as of December 31, [removed: 2022.][added: 2023.]

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

Each of these consequences could [removed: adversely affect] [added: have an adverse effect on] our business, reputation and our financial [removed: statements.][added: statements, some of which could be material.]

The duties are expected to remain in place for an initial five-year period and to expire in October 2024 unless there is a request submitted by July 10, 2024 to renew and continue the measures, which request would be investigated by the Commission.

The resulting increase in ethanol production has led to an increase in the

In addition, Canada has announced a target of reducing emissions from fertilizers by 30% below 2020 levels by 2030, and is supporting implementation through improved nitrogen management and optimizing fertilizer use.

In recent years, LNG export capabilities of the United States have expanded and LNG exports from the United States have increased, resulting in the United States being a leading exporter of LNG globally in 2023, and such expanded capabilities and increases in exports are expected to continue.

For example, recent low water levels on the U.S. river system and in the Panama Canal have delayed shipping in these locations, resulting in an increase in shipping costs.

We are

In that event, we may not be able to access the borrowing availability under the

been material.

The United States, Canada and the United Kingdom have also announced national targets to reduce GHG emissions in each case by 40% or more by 2030 as compared to 2005 levels and have led or joined other initiatives to spur faster reductions related to carbon dioxide, methane and other GHGs.

In late December 2023, the Internal Revenue Service issued proposed guidance on the 45V hydrogen production tax credit created by the 2022 Inflation Reduction Act (IRA).

Final implementation of the IRA may impact the market for green and low-carbon hydrogen and associated ammonia products.

In addition, pursuant to the IRA, the EPA will begin to assess a methane fee on certain oil and natural gas facilities for methane emissions that exceed a designated threshold.

This fee will apply to methane emissions from 2024 onward, and, under the proposed rules issued by the EPA in January 2024, will be assessed beginning in 2025.

In May 2023, the EPA proposed new regulations requiring certain types of power plants to change their operations and/or install emissions control equipment to reduce GHG emissions.

While these proposed regulations do not apply to us, they could inform future EPA regulations that may apply to us and require us to reduce our GHG emissions.

The EU finalized its overall carbon border adjustment mechanism in May 2023.

During the interim phase, covering imports, including nitrogenous fertilizers, entering the EU from the fourth quarter of 2023 through the fourth quarter of 2025,

importers must file quarterly reports on the emissions intensity of covered products.

For imports that enter the EU starting in 2026, charges will be required for emissions over certain thresholds, with the EU still to set forth additional details.

These factors may also affect the market criteria for green and low-carbon ammonia, including the degree of reduction of direct GHG emissions and the requirements of renewable electricity.

The duties will remain in place for an initial five-year period unless the Commission suspends them before the five-year period has expired.

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

benefited from improved farm economics.

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

We also have a manufacturing facility located in the United Kingdom.

This facility is subject to fluctuations in production cost associated with the price of natural gas in Europe, which has been volatile in recent years and reached unprecedented high levels in 2021.

The major natural gas trading point for the United Kingdom is the National Balancing Point (NBP).

During 2022, the daily closing price at NBP reached a low of $1.23 per MMBtu on June 10, 2022 and a high of $67.08 per MMBtu on March 8, 2022.

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

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

The high price for natural gas in the United Kingdom has had an effect on our local operations in the United Kingdom, including the permanent closure of our Ince facility and the temporary idling of ammonia production at our Billingham complex.

The average daily market price of natural gas at NBP for January 2023 was $18.93 per MMBtu.

Any significant adverse weather event or combination of adverse weather events

All but two of the claims, including all wrongful death and personal injury claims, have been resolved pursuant to confidential settlements that have been or we expect will be fully funded by insurance.

The increased focus on the risks associated with fertilizers as a result of the incident could impact the regulatory environment and requirements applicable to fertilizer manufacturing and storage facilities.

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

The countries in which we operate are in the process of implementing the Base Erosion and Profit Shifting Project (BEPS) of the Organisation for Economic Co-operation and Development (OECD).

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

The OECD has partially developed and continues with development of a framework to assist member countries in adopting BEPS related legislation.

Each country is permitted to introduce its own legislation to implement the measures contemplated by the BEPS framework.

As a number of our business operations are conducted across national borders, we are subject to BEPS.

The implementation of BEPS could result in tax changes and may adversely affect our provision for income taxes, results of operations and cash flows.

In some cases, BEPS legislation could result in double taxation on a portion of our profits without an appropriate mechanism to recover the incremental tax amount in another jurisdiction.

Environmental, health and safety

Our U.K. manufacturing plant is subject to the UK Emissions Trading Scheme (UK ETS), which requires us to hold or obtain emissions allowances corresponding to the GHG emissions from those aspects of our operations that are subject to regulation under the UK ETS.

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

Each signatory is required to develop its own national plan to attain this objective.

In December 2020, the United Kingdom announced a target to reduce GHG emissions 68% from the baseline year of 1990 levels by 2030.

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

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

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

The EU reached a provisional agreement in December 2022 to adopt a new carbon border adjustment mechanism that would require importers of certain products, including nitrogen fertilizers, to pay an import tax approximately equal to the costs incurred by EU producers of the products starting in 2026.

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

We are subject to risk associated with our strategic venture with CHS Inc. (CHS).

We may not realize the full benefits from our strategic venture with CHS that are expected.

The realization of the expected benefits of the CHS strategic venture depends on our ability to operate and manage the strategic venture successfully, and on the market prices of the nitrogen fertilizer products that are the subject of our supply agreement with CHS over the life of the agreement, among other factors.

Additionally, any challenges related to the CHS strategic venture could harm our relationships with CHS or our other customers.

- risks associated with the operation or management of the CHS strategic venture, risks and uncertainties relating to the market prices of the fertilizer products that are the subject of our supply agreement with CHS over the life of the supply agreement, and the risk that any challenges related to the CHS strategic venture will harm our other business relationships.

All references to “CF Holdings,” “we,” “us,” “our” and “the Company” refer to CF Industries Holdings, Inc. and its subsidiaries, except where the context makes clear that the reference is [removed: only] to CF Industries Holdings, Inc. [removed: itself] [added: only] and not its subsidiaries.

For a discussion and analysis of the year ended December 31, [removed: 2021] [added: 2022] compared to [added: the year ended] December 31, [removed: 2020, you should read] [added: 2021, see] Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations in our [removed: 2021] [added: 2022] Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February [removed: 24, 2022.][added: 23, 2023.]

*•Market [removed: Conditions and Current Developments*][added: Conditions*]

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 [removed: blue] [added: low-carbon] hydrogen and nitrogen products for energy, fertilizer, emissions abatement, and other industrial activities.

Our principal assets as of December 31, [removed: 2022] [added: 2023] include:

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

[removed: These] [added: The Waggaman facility is wholly owned by us, and the other five U.S. nitrogen manufacturing] 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 [removed: 17—Noncontrolling] [added: 19—Noncontrolling] Interest for additional information on our strategic venture with CHS);

[removed: Our approach includes green ammonia production, which refers to ammonia produced through a carbon-free process, and blue] [added: Low-carbon] ammonia [removed: production, which relates to] [added: is] ammonia produced by conventional processes but with [added: approximately 60-98% of the process and flue gas] CO2 [removed: byproduct] [added: generated by ammonia production] removed through carbon capture and sequestration (CCS).

We believe that the Donaldsonville green ammonia project will be the largest of its kind in North [removed: America.][added: America at the time of its startup.]

We [removed: acquired] [added: own] the land [added: for the complex, which is located] on the west bank of the Mississippi river in Ascension Parish, [removed: Louisiana, for the complex during the third quarter of 2022.][added: Louisiana.]

Once the dehydration and compression unit is in service and sequestration is initiated, we expect that the Donaldsonville complex will have the capacity to dehydrate and compress up to 2 million tons per year of [added: process] CO2, [removed: enabling the production] [added: thereby converting a portion] of [removed: blue] [added: our existing ammonia production to low-carbon] ammonia.

Start-up for the project is [removed: scheduled] [added: planned] for [removed: early] 2025.

The customers for our products make their purchasing decisions principally on the basis of delivered price and, to a lesser extent, on [added: reliability,] customer service and product quality.

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

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

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

Market [removed: Conditions and Current Developments][added: Conditions]

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

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

[removed: Market] [added: During 2022 and 2023, market] participants [removed: have been adjusting] [added: continued to adjust] trade flows and manufacturers have [removed: been adjusting] [added: continued to adjust] production levels in response to [added: changing conditions resulting from] these factors.

As of the date of filing of this report, nitrogen fertilizers have largely been explicitly exempted from [removed: these Russian] sanctions [added: against Russia] by the United States and certain other [removed: governments.][added: governments, and as a result, there has been an increase in Russian fertilizer exports into the United States and other parts of the world.]

Natural gas is a globally traded commodity that experiences price fluctuations based on supply and demand balances and has been impacted by [removed: the recent] geopolitical [removed: events.][added: events, including the war between Russia and Ukraine.]

European energy markets, which have historically sourced a substantial portion of their natural gas from Russia, [removed: have been] [added: were] disrupted by Russia’s invasion of Ukraine and the subsequent reduction of Russian natural gas supply to [removed: Europe.][added: Europe during 2022.]

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

The geopolitical developments [added: that began in 2022] relating to the war in Ukraine [removed: have] also led to some supply chain disruptions for Russian [added: and other] producers of fertilizer, contributing to reduced global nitrogen fertilizer supply.

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

These [removed: events have] [added: geopolitical developments] further contributed to an already tight global supply and demand balance for nitrogen [removed: fertilizers.][added: fertilizers, causing changes in global trade flows as both manufacturers and customers reacted to the changing market dynamics.]

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

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

The average selling price for our products [removed: for 2022 and 2021] was [removed: $610] [added: $347] per ton [removed: and $353] [added: in 2023 compared to $610] per [removed: ton, respectively.][added: ton in 2022.]

The [removed: increase] [added: 43% decrease] in [added: the] average selling prices [removed: of 73%] [added: for our products] in [added: 2023 compared to] 2022 [removed: from 2021] resulted in [removed: an increase] [added: a year-over-year decrease] in net sales of approximately [removed: $4.80] [added: $4.98] billion.

Our total sales volume was [removed: 1% lower] [added: 4% higher] in [removed: 2022] [added: 2023] than in [removed: 2021 as lower sales volume in our Ammonia, Other and AN segments was mostly offset by] [added: 2022, due primarily to] higher sales volume in our [removed: Granular Urea] [added: UAN, Ammonia] and [removed: UAN] [added: Other] segments.

We shipped [removed: 18.3] [added: 19.1] million tons of product in [removed: 2022] [added: 2023] compared to [removed: 18.5] [added: 18.3] million tons in [removed: 2021.][added: 2022.]

Sales volume for our products in [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] is shown in the table below.

| | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | |

| Ammonia | | | [removed: 3,300] [added: 3,546] | | | | | | $ | [removed: 3,090] [added: 1,679] | | | | | [removed: 3,589] [added: 3,300] | | | | | | $ | [removed: 1,787] [added: 3,090] | | | | | [removed: 3,767] [added: 3,589] | | | | | | $ | [removed: 1,020] [added: 1,787] | |

| Granular Urea | | | [removed: 4,572] [added: 4,570] | | | | | | [removed: 2,892] [added: 1,823] | | | | | | [removed: 4,290] [added: 4,572] | | | | | | [removed: 1,880] [added: 2,892] | | | | | | [removed: 5,148] [added: 4,290] | | | | | | [removed: 1,248] [added: 1,880] | | |

| UAN | | | [removed: 6,788] [added: 7,237] | | | | | | [removed: 3,572] [added: 2,068] | | | | | | [removed: 6,584] [added: 6,788] | | | | | | [removed: 1,788] [added: 3,572] | | | | | | [removed: 6,843] [added: 6,584] | | | | | | [removed: 1,063] [added: 1,788] | | |

| AN | | | [removed: 1,594] [added: 1,571] | | | | | | [removed: 845] [added: 497] | | | | | | [removed: 1,720] [added: 1,594] | | | | | | [removed: 510] [added: 845] | | | | | | [removed: 2,216] [added: 1,720] | | | | | | [removed: 455] [added: 510] | | |

*•Acquisition of Waggaman Ammonia Production Facility*

*•Recent Accounting Pronouncements*

Our Strategy

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

We believe this strategy builds upon the Company’s leadership in ammonia production to capture emerging opportunities available to ammonia produced with a lower carbon intensity than that of ammonia produced through traditional processes.

These opportunities include traditional applications in agriculture to help reduce the carbon footprint of food production and the life cycle carbon intensity of ethanol production, enabling its use for sustainable aviation fuel, among other purposes.

They also include new applications, such as power generation and marine shipping, that would use the hydrogen component of the ammonia molecule for clean energy given that ammonia does not contain or emit carbon when combusted.

We execute our strategy across four dimensions: decarbonizing our existing network to accelerate the availability of low-carbon ammonia; evaluating new low-carbon ammonia capacity growth; forging partnerships to accelerate our timeline and bridge gaps in areas where we do not have expertise; and collaborating to build understanding of ammonia’s clean energy capability, safety track record and regulatory environment.

Decarbonization projects in our existing network include our green ammonia project at our Donaldsonville, Louisiana complex.

Green ammonia refers to ammonia produced with hydrogen sourced through an electrolysis process that produces no carbon emissions.

The green hydrogen production facility is mechanically complete, and commissioning activities began in early 2024.

Decarbonization projects in our existing network also include the production of low-carbon ammonia.

We are executing a project also at our Donaldsonville complex that will enable us to produce a significant volume of low-carbon ammonia.

At an estimated cost of $200 million, we are constructing a CO2 dehydration and compression facility to enable CCS at the facility.

Engineering activities for the construction of the dehydration and compression unit continue to advance, all major equipment for the facility has been procured, fabrication of the CO2 compressors is proceeding, and construction activities at the Donaldsonville site are underway.

Alongside these projects, we are also evaluating the construction of greenfield low-carbon ammonia capacity in Louisiana.

In the fourth quarter of 2023, we and Mitsui & Co., Ltd. (Mitsui) completed a front-end engineering and design (FEED) study on a greenfield steam methane reforming (SMR) ammonia facility with CCS technologies.

The FEED study estimates the cost of a project with these attributes to be in the range of $3 billion, with approximately $2.5 billion allocated to the ammonia facility and CCS technologies and approximately $500 million allocated to scalable common infrastructure for the site, such as ammonia storage and vessel loading docks.

We and Mitsui are progressing two additional FEED studies focused on technologies with the potential to further reduce the carbon intensity of the proposed low-carbon ammonia facility, including a FEED study evaluating autothermal reforming (ATR) ammonia production technology and a FEED study assessing the cost and viability of adding flue gas capture to an SMR ammonia facility.

We expect to complete both FEED studies in the second half of 2024.

We and Mitsui are targeting the second half of 2024 for the final investment decision on the proposed greenfield low-carbon ammonia facility.

In addition to ongoing discussions with existing customers who have interest in forthcoming availability of low-carbon ammonia for traditional applications, we are engaged in advanced discussions regarding the supply of low-carbon ammonia for

new applications.

In the first quarter of 2023, we signed a memorandum of understanding (MOU) with JERA Co., Inc. (JERA), Japan’s largest energy generator, regarding the long-term supply of up to 500,000 tonnes per year of clean ammonia beginning in 2027.

The execution of the MOU was the result of a supplier comparison and evaluation process for the procurement of clean ammonia that JERA initiated in February 2022 for the world’s first commercial scale ammonia co-firing operations that JERA is developing.

The MOU establishes a framework for JERA and us to assess how we would best supply JERA with clean ammonia, which will be required to be produced with at least 60% lower carbon emissions than conventionally produced ammonia, under a long-term offtake agreement.

We and JERA are evaluating a range of potential supply options, including JERA making an equity investment with us to develop a clean ammonia facility in Louisiana and a supplementary long-term offtake agreement.

We are also evaluating and in various stages of developing discussions and agreements with other companies for clean ammonia long-term offtake opportunities related to new applications of ammonia.

Government energy or carbon policies may also affect regional nitrogen supply and demand.

Changes in the geopolitical environment can have significant effects on our financial results.

In the third quarter of 2023, we approved our plan to permanently close the ammonia plant at our Billingham complex.

In particular, disruptions in nitrogen exports from Russia, a leading exporter of nitrogen fertilizer products globally, and nitrogen production in Europe, as a result of higher and more volatile natural gas prices as Russian-sourced natural gas supply declined, contributed to reduced nitrogen supply globally.

As Russian-sourced natural gas supply declined due to geopolitical factors, European purchasers of natural gas increased imports of liquefied natural gas (LNG) to build storage levels leading up to the winter 2022/2023 peak demand season.

As storage levels of natural gas increased due to the increased LNG imports, in conjunction with a warmer than normal winter in Europe, prices for natural gas fell during the first half of 2023 and then stabilized during the third quarter of 2023.

As natural gas prices decreased, certain nitrogen producers restarted previously idled production, leading to an increase in global nitrogen production operating rates.

The increased global nitrogen product supply availability resulting from the increase in operating rates, in addition to new global production coming on line and an increase in imports of Russian UAN into the United States, resulted in an increase in supply and lower average selling prices in 2023 compared to average selling prices realized in 2022.

Russian exports of ammonia, which had been curtailed due to reduced pipeline flow, may also increase in 2024 as Russian producers develop alternative avenues to export product.

In addition, beginning in the fourth quarter of 2023 and continuing into 2024, there have been escalating conflicts in the Middle East.

This has led to shipping disruptions as shippers avoid conflicts in the Red Sea, which increases shipping times and costs as both producers and customers adjust shipping routes and trade flows.

These regional conflicts could lead to more widespread geopolitical disruption.

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

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

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

See “Market Conditions and Current Developments—United Kingdom Operations,” below, for more information.

Our Commitment to a Clean Energy Economy

We are taking significant steps to support a global hydrogen and clean fuel economy, through the production of green and blue ammonia.

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

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

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

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

We are also exploring opportunities to produce blue ammonia from our existing ammonia production network.

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

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

fundamentals.

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

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

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

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

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

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

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

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

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

The lower sales volume reflects the impact of our Ince facility closure, which is further discussed below.

North American natural gas prices during 2022 were higher on average than during 2021 due to tighter supply and demand conditions within the market.

Natural gas prices increased steadily through the first half of 2022 as the increase in demand for natural gas for power generation and liquefied natural gas (LNG) exports exceeded production increases.

Late in the second quarter of 2022, prices declined as the Freeport LNG facility outage reduced demand for natural gas for LNG exports and allowed natural gas injections to refill storage at an accelerated pace.

Record high temperatures in the United States in the summer of 2022 and the limited substitution to coal generation due to high coal prices and available coal supply increased demand for natural gas in the electricity sector, raising natural gas prices to over $9.00 per MMBtu.

Natural gas prices decreased late in the third quarter of 2022 due to increasing production, cooler temperatures and above average storage injections.

Prices continued to decline during the fourth quarter of 2022 until late December when extreme cold weather covered much of the United States, increasing demand for natural gas for use in residential and commercial heating.

The average daily market price at the Henry Hub was $6.38 per MMBtu for 2022 compared to $3.82 per MMBtu for 2021, an increase of 67%.

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

The average daily market price of natural gas at the Henry Hub for January 2023 was $3.29 per MMBtu.

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 cold temperatures.

Due to these unprecedented factors, several states declared a state of emergency, and natural gas was redirected for residential use.

At certain of our manufacturing locations, we reduced our natural gas consumption, and, as a consequence, our plants at these locations either operated at reduced rates or temporarily suspended operations.

We net settled certain natural gas contracts with our suppliers and received prevailing market prices, which were in excess of our cost.

During the second quarter of 2022, the price of natural gas in the United Kingdom declined as Russian natural gas flows via pipeline to Europe generally remained steady despite the ongoing war in Ukraine.

Our [removed: net sales,] [added: gross margin,] cash flows and estimates of future cash flows related to nitrogen-based products are sensitive [added: not only] to [removed: changes in] selling prices [removed: as well as] [added: of our products, but also to] changes in [removed: the] [added: market] prices of natural gas and other raw materials [removed: unless these costs] [added: except to the extent the prices we pay for those inputs] have been fixed or hedged.

As of December 31, [removed: 2022,] [added: 2023,] we had natural gas derivative contracts covering certain periods through March [removed: 2023.][added: 2024.]

As of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] we had open [added: natural gas] derivative contracts for [removed: 66.3] [added: 49.0] million MMBtus and [removed: 60.0] [added: 66.3] million MMBtus, respectively.

A $1.00 per MMBtu increase in the forward curve prices of natural gas at December 31, [removed: 2022] [added: 2023] would result in a favorable change in the fair value of these derivative positions of [removed: $39] [added: approximately $48] million, and a $1.00 per MMBtu decrease in the forward curve prices of natural gas would change their fair value unfavorably by [removed: $39] [added: approximately $49] million.

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

As of December 31, [removed: 2022,] [added: 2023,] the carrying value and fair value of our senior notes was approximately $2.97 billion and [removed: $2.76] [added: $2.89] billion, respectively.

Borrowings under the [added: New] Revolving Credit Agreement bear current market rates of [removed: interest] [added: interest,] and we are subject to interest rate risk on such borrowings.

[removed: There] [added: As of and during the years ended December 31, 2023 and 2022, there] were no borrowings outstanding under [added: either] the [added: Prior] Revolving Credit Agreement [removed: as of December 31, 2022] or [removed: 2021, or during 2022 or 2021.][added: the New Revolving Credit Agreement.]

Borrowings under the Prior Revolving Credit Agreement bore current market rates of interest, and we were subject to interest rate risk on such borrowings.

*All references to “CF Holdings,” “we,” “us,” “our” and “the Company,” refer to CF Industries Holdings, Inc. and its subsidiaries, except where the context makes clear that the reference is [removed: only] to CF Industries Holdings, Inc. [removed: itself] [added: only] and not its subsidiaries.

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 [removed: blue] [added: low-carbon] hydrogen and nitrogen products for energy, fertilizer, emissions abatement and other industrial activities.

Our principal assets as of December 31, [removed: 2022] [added: 2023] include:

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

[removed: These] [added: The Waggaman facility is wholly owned by us, and the other five U.S. nitrogen manufacturing] 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 [removed: 17—Noncontrolling] [added: 19—Noncontrolling] Interest for additional information on our strategic venture with CHS.

For the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] we sold [removed: 18.3] [added: 19.1] million, [removed: 18.5] [added: 18.3] million and [removed: 20.3] [added: 18.5] million product tons generating net sales of [removed: $11.19] [added: $6.63] billion, [removed: $6.54] [added: $11.19] billion and [removed: $4.12] [added: $6.54] billion, respectively.

Our principal executive offices are located outside of Chicago, Illinois, at [removed: 4 Parkway North, Deerfield,] [added: 2375 Waterview Drive, Northbrook,] Illinois [removed: 60015,] [added: 60062,] and our telephone number is 847-405-2400.

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

[added: Committee, Corporate Governance and Nominating Committee, and Environmental Sustainability and Community Committee] of our Board of Directors (the Board) are also available on our Internet website.

[removed: Our approach includes green ammonia production, which refers to ammonia produced through a carbon-free process, and blue] [added: Low-carbon] ammonia [removed: production, which relates to] [added: is] ammonia produced by conventional processes but with [added: approximately 60-98% of the process and flue gas] CO2 [removed: byproduct] [added: generated by ammonia production] removed through carbon capture and sequestration (CCS).

We believe that the Donaldsonville green ammonia project will be the largest of its kind in North [removed: America.][added: America at the time of its startup.]

We [removed: acquired] [added: own] the land [added: for the complex, which is located] on the west bank of the Mississippi river in Ascension Parish, [removed: Louisiana, for the complex during the third quarter of 2022.][added: Louisiana.]

Once the dehydration and compression unit is in service and sequestration is initiated, we expect that the Donaldsonville complex will have the capacity to dehydrate and compress up to 2 million tons per year of [added: process] CO2, [removed: enabling the production] [added: thereby converting a portion] of [removed: blue] [added: our existing ammonia production to low-carbon] ammonia.

Start-up for the project is [removed: scheduled] [added: planned] for [removed: early] 2025.

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

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

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

| | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | |

| Ammonia | | | [removed: 3,300] [added: 3,546] | | | | | | $ | [removed: 3,090] [added: 1,679] | | | | | [removed: 3,589] [added: 3,300] | | | | | | $ | [removed: 1,787] [added: 3,090] | | | | | [removed: 3,767] [added: 3,589] | | | | | | $ | [removed: 1,020] [added: 1,787] | |

| Granular Urea | | | [removed: 4,572] [added: 4,570] | | | | | | [removed: 2,892] [added: 1,823] | | | | | | [removed: 4,290] [added: 4,572] | | | | | | [removed: 1,880] [added: 2,892] | | | | | | [removed: 5,148] [added: 4,290] | | | | | | [removed: 1,248] [added: 1,880] | | |

| UAN | | | [removed: 6,788] [added: 7,237] | | | | | | [removed: 3,572] [added: 2,068] | | | | | | [removed: 6,584] [added: 6,788] | | | | | | [removed: 1,788] [added: 3,572] | | | | | | [removed: 6,843] [added: 6,584] | | | | | | [removed: 1,063] [added: 1,788] | | |

| AN | | | [removed: 1,594] [added: 1,571] | | | | | | [removed: 845] [added: 497] | | | | | | [removed: 1,720] [added: 1,594] | | | | | | [removed: 510] [added: 845] | | | | | | [removed: 2,216] [added: 1,720] | | | | | | [removed: 455] [added: 510] | | |

| Other(1) | | | [removed: 2,077] [added: 2,206] | | | | | | [removed: 787] [added: 564] | | | | | | [removed: 2,318] [added: 2,077] | | | | | | [removed: 573] [added: 787] | | | | | | [removed: 2,322] [added: 2,318] | | | | | | [removed: 338] [added: 573] | | |

| Total | | | [removed: 18,331] [added: 19,130] | | | | | | $ | [removed: 11,186] [added: 6,631] | | | | | [removed: 18,501] [added: 18,331] | | | | | | $ | [removed: 6,538] [added: 11,186] | | | | | [removed: 20,296] [added: 18,501] | | | | | | $ | [removed: 4,124] [added: 6,538] | |

Gross margin was [removed: $5.86] [added: $2.55] billion, [removed: $2.39] [added: $5.86] billion and [removed: $801 million] [added: $2.39 billion] for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

We own and operate [removed: seven] [added: eight] nitrogen manufacturing facilities in North America, including [removed: five] [added: six] nitrogen manufacturing facilities in the United States, and two in Canada.

As of December 31, [removed: 2022,] [added: 2023,] the combined production capacity of these [removed: seven] [added: eight] facilities represented approximately [removed: 37%,] [added: 40%,] 42%, 44% and 19% of North American ammonia, granular urea, UAN and AN production capacity, respectively.

Our United Kingdom nitrogen manufacturing facility produces [removed: ammonia and] AN and serves primarily the [removed: British] agricultural and industrial [removed: markets.][added: markets in the United Kingdom.]

The following table shows the production capacities as of December 31, [removed: 2022] [added: 2023] at each of our nitrogen manufacturing facilities:

| Donaldsonville [removed: (Louisiana)(7)] [added: (Louisiana)(7)(8)] | | | 4,335 | | | | | | 1,390 | | | | | | 3,255 | | | | | | 2,635 | | | | | | — | | | | | | 445 | | |

| Billingham (U.K.)(8) | | | [removed: 595] [added: —] | | | | | | [removed: 230] [added: —] | | | | | | — | | | | | | — | | | | | | [removed: 625] [added: 595] | | | | | | 410 | | |

| Total | | | [removed: 10,510] [added: 10,795] | | | | | | [removed: 3,640] [added: 4,290] | | | | | | 7,325 | | | | | | 4,795 | | | | | | [removed: 1,660] [added: 1,630] | | | | | | 1,785 | | |

(6)Includes product tons of: urea liquor and DEF from the Donaldsonville, Port Neal, Woodward, Yazoo City, and Courtright facilities; nitric acid from the [removed: Courtright, Yazoo City and] Billingham [removed: facilities.][added: facility.]

(8)Reduction of UAN or AN production at the Yazoo City, Courtright, Verdigris, [added: Donaldsonville] and Billingham facilities can allow more merchant nitric acid to be made available for sale.

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Ammonia(1) | | | [removed: 9,807] [added: 9,496] | | | | | | [removed: 9,349] [added: 9,807] | | | | | | [removed: 10,353] [added: 9,349] | | |

| Granular urea | | | [removed: 4,561] [added: 4,544] | | | | | | [removed: 4,123] [added: 4,561] | | | | | | [removed: 5,001] [added: 4,123] | | |

| UAN (32%) | | | [removed: 6,706] [added: 6,852] | | | | | | [removed: 6,763] [added: 6,706] | | | | | | [removed: 6,677] [added: 6,763] | | |

| AN | | | [removed: 1,517] [added: 1,520] | | | | | | [removed: 1,646] [added: 1,517] | | | | | | [removed: 2,115] [added: 1,646] | | |

Our Strategy

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

We believe this strategy builds upon the Company’s leadership in ammonia production to capture emerging opportunities available to ammonia produced with a lower carbon intensity than that of ammonia produced through traditional processes.

These opportunities include traditional applications in agriculture to help reduce the carbon footprint of food production and the life cycle carbon intensity of ethanol production, enabling its use for sustainable aviation fuel, among other purposes.

They also include new applications, such as power generation and marine shipping, that would use the hydrogen component of the ammonia molecule for clean energy given that ammonia does not contain or emit carbon when combusted.

We execute our strategy across four dimensions: decarbonizing our existing network to accelerate the availability of low-carbon ammonia; evaluating new low-carbon ammonia capacity growth; forging partnerships to accelerate our timeline and bridge gaps in areas where we do not have expertise; and collaborating to build understanding of ammonia’s clean energy capability, safety track record and regulatory environment.

Decarbonization projects in our existing network include our green ammonia project at our Donaldsonville, Louisiana complex.

Green ammonia refers to ammonia produced with hydrogen sourced through an electrolysis process that produces no carbon emissions.

The green hydrogen production facility is mechanically complete, and commissioning activities began in early 2024.

Decarbonization projects in our existing network also include the production of low-carbon ammonia.

We are executing a project also at our Donaldsonville complex that will enable us to produce a significant volume of low-carbon ammonia.

At an estimated cost of $200 million, we are constructing a CO2 dehydration and compression facility to enable CCS at the facility.

Engineering activities for the construction of the dehydration and compression unit continue to advance, all major equipment for the facility has been procured, fabrication of the CO2 compressors is proceeding, and construction activities at the Donaldsonville site are underway.

Alongside these projects, we are also evaluating the construction of greenfield low-carbon ammonia capacity in Louisiana.

In the fourth quarter of 2023, we and Mitsui & Co., Ltd. (Mitsui) completed a front-end engineering and design (FEED) study on a greenfield steam methane reforming (SMR) ammonia facility with CCS technologies.

The FEED study estimates the cost of a project with these attributes to be in the range of $3 billion, with approximately $2.5 billion allocated to the ammonia facility and CCS technologies and approximately $500 million allocated to scalable common infrastructure for the site, such as ammonia storage and vessel loading docks.

We and Mitsui are progressing two additional FEED studies focused on technologies with the potential to further reduce the carbon intensity of the proposed low-carbon ammonia facility, including a FEED study evaluating autothermal reforming (ATR) ammonia production technology and a FEED study assessing the cost and viability of adding flue gas capture to an SMR ammonia facility.

We expect to complete both FEED studies in the second half of 2024.

We and Mitsui are targeting the second half of 2024 for the final investment decision on the proposed greenfield low-carbon ammonia facility.

In addition to ongoing discussions with existing customers who have interest in forthcoming availability of low-carbon ammonia for traditional applications, we are engaged in advanced discussions regarding the supply of low-carbon ammonia for new applications.

In the first quarter of 2023, we signed a memorandum of understanding (MOU) with JERA Co., Inc. (JERA), Japan’s largest energy generator, regarding the long-term supply of up to 500,000 tonnes per year of clean ammonia beginning in 2027.

The execution of the MOU was the result of a supplier comparison and evaluation process for the procurement of clean ammonia that JERA initiated in February 2022 for the world’s first commercial scale ammonia co-firing operations that JERA is developing.

The MOU establishes a framework for JERA and us to assess how we would best supply JERA with clean ammonia, which will be required to be produced with at least 60% lower carbon emissions than conventionally produced ammonia, under a long-term offtake agreement.

We and JERA are evaluating a range of potential supply options, including JERA making an equity investment with us to develop a clean ammonia facility in Louisiana and a supplementary long-term offtake agreement.

We are also evaluating and in various stages of developing discussions and agreements with other companies for clean ammonia long-term offtake opportunities related to new applications of ammonia.

Due to the substantial increase in the cost of natural gas in the United Kingdom, in 2022, we closed the Ince facility, and in 2023, we ceased operations of the ammonia plant at the Billingham facility, which was idled in September 2022.

Since that time, we have imported ammonia for upgrade into AN and other nitrogen products at the Billingham facility.

On December 1, 2023, we acquired an ammonia production facility located in Waggaman, Louisiana from Dyno Nobel Louisiana Ammonia, LLC (DNLA), a U.S. subsidiary of Australia-based Incitec Pivot Limited (IPL), pursuant to an asset purchase agreement with DNLA and IPL.

The facility has a nameplate capacity of 880,000 tons of ammonia annually.

In connection with the closing of the acquisition on December 1, 2023, we entered into a long-term ammonia offtake agreement providing for us to supply up to 200,000 tons of ammonia per year to IPL’s Dyno Nobel, Inc. subsidiary.

Under the terms of the asset purchase agreement, $425 million of the $1.675 billion purchase price, subject to adjustment, was allocated by the parties to the ammonia offtake agreement.

We funded the balance of the purchase price with $1.223 billion of cash on hand.

| Waggaman (Louisiana) | | | 880 | | | | | | 880 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| | | | 10,435 | | | | | | 3,930 | | | | | | 7,325 | | | | | | 4,795 | | | | | | 1,630 | | | | | | 1,785 | | |

*Waggaman, Louisiana*

The Waggaman facility is located near New Orleans, Louisiana on the Mississippi River approximately 60 miles southeast of the Donaldsonville facility.

The facility consists of one ammonia plant, has access to an ammonia pipeline, and has on-site storage for approximately 39,000 tons of ammonia.

In addition, we used to operate an ammonia plant at the main site of the Billingham facility.

However, in September 2022, we idled ammonia production at the facility.

Since that time, we have imported ammonia for upgrade at the facility into AN and other nitrogen products.

Our Commitment to a Clean Energy Economy

We are taking significant steps to support a global hydrogen and clean fuel economy, through the production of green and blue ammonia.

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

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

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

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

We are also exploring opportunities to produce blue ammonia from our existing ammonia production network.

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

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

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

| Plants | | | 8 | | | | | | 535 | | | | | | 3 | | | | | | 320 | | | | | | 6 | | | | | | 549 | | | | | | 2 | | | | | | 139 | | |

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

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

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

| Total Storage Capacity | | | | | | | | | 1,364 | | | | | | | | | | | | 352 | | | | | | | | | | | | 1,113 | | | | | | | | | | | | 139 | | |

Our quarterly financial results can vary significantly from one year to

See Note 20—Contingencies for additional information.

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

Company for less than 6 years.

Business—Environmental, Health and Safety—CERCLA/Remediation Matters.

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

For the fiscal year ended December 31, [removed: 2022][added: 2023]

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

See the definitions of “large accelerated filer,” “accelerated [removed: filer”] [added: filer,”] “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

The aggregate market value of the registrant’s common stock held by non-affiliates as of June 30, [removed: 2022] [added: 2023] (the last business day of the registrant’s most recently completed second fiscal quarter), computed by reference to the closing sale price of the registrant’s common stock, was [removed: $17,381,054,929.][added: $13,335,083,067.]

[removed: 195,768,339] [added: 188,337,896] shares of the registrant’s common stock, par value $0.01 per share, were outstanding as of January 31, [removed: 2023.][added: 2024.]

Portions of the registrant’s definitive proxy statement for its [removed: 2023] [added: 2024] annual meeting of shareholders (Proxy Statement) are incorporated by reference into Part III of this Annual Report on Form 10-K.

The Proxy Statement will be filed with the Securities and Exchange Commission, pursuant to Regulation 14A, not later than 120 days after the end of the [removed: 2022] [added: 2023] fiscal year, or, if the registrant does not file the Proxy Statement within such 120-day period, the registrant will amend this Annual Report on Form 10-K to include the information required under Part III of Form 10-K not later than the end of such 120-day period.

| | | | [Item [removed: 1.](#ie183ce54f0b04ae881906dad360462d8_13)] [added: 1.](#i547b7ccdf0d3431d9be4c53f91ea7505_13)] | | | [removed: [Business](#ie183ce54f0b04ae881906dad360462d8_13)] [added: [Business](#i547b7ccdf0d3431d9be4c53f91ea7505_13)] | | | [removed: [1](#ie183ce54f0b04ae881906dad360462d8_13)] [added: [1](#i547b7ccdf0d3431d9be4c53f91ea7505_13)] | | |

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| | | | [Item [removed: 3.](#ie183ce54f0b04ae881906dad360462d8_25)] [added: 3.](#i547b7ccdf0d3431d9be4c53f91ea7505_25)] | | | [Legal [removed: Proceedings](#ie183ce54f0b04ae881906dad360462d8_25)] [added: Proceedings](#i547b7ccdf0d3431d9be4c53f91ea7505_25)] | | | [removed: [27](#ie183ce54f0b04ae881906dad360462d8_25)] [added: [29](#i547b7ccdf0d3431d9be4c53f91ea7505_25)] | | |

| | | | [Item [removed: 4.](#ie183ce54f0b04ae881906dad360462d8_28)] [added: 4.](#i547b7ccdf0d3431d9be4c53f91ea7505_28)] | | | [Mine Safety [removed: Disclosures](#ie183ce54f0b04ae881906dad360462d8_28)] [added: Disclosures](#i547b7ccdf0d3431d9be4c53f91ea7505_28)] | | | [removed: [27](#ie183ce54f0b04ae881906dad360462d8_28)] [added: [29](#i547b7ccdf0d3431d9be4c53f91ea7505_28)] | | |

| | | | [Item [removed: 5.](#ie183ce54f0b04ae881906dad360462d8_34)] [added: 5.](#i547b7ccdf0d3431d9be4c53f91ea7505_34)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ie183ce54f0b04ae881906dad360462d8_34)] [added: Securities](#i547b7ccdf0d3431d9be4c53f91ea7505_34)] | | | [removed: [27](#ie183ce54f0b04ae881906dad360462d8_34)] [added: [29](#i547b7ccdf0d3431d9be4c53f91ea7505_34)] | | |

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| | | | [Item [removed: 7.](#ie183ce54f0b04ae881906dad360462d8_40)] [added: 7.](#i547b7ccdf0d3431d9be4c53f91ea7505_40)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie183ce54f0b04ae881906dad360462d8_40)] [added: Operations](#i547b7ccdf0d3431d9be4c53f91ea7505_40)] | | | [removed: [28](#ie183ce54f0b04ae881906dad360462d8_40)] [added: [30](#i547b7ccdf0d3431d9be4c53f91ea7505_40)] | | |

| | | | [Item [removed: 7A.](#ie183ce54f0b04ae881906dad360462d8_79)] [added: 7A.](#i547b7ccdf0d3431d9be4c53f91ea7505_79)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ie183ce54f0b04ae881906dad360462d8_79)] [added: Risk](#i547b7ccdf0d3431d9be4c53f91ea7505_79)] | | | [removed: [59](#ie183ce54f0b04ae881906dad360462d8_79)] [added: [61](#i547b7ccdf0d3431d9be4c53f91ea7505_79)] | | |

| | | | [Item [removed: 8.](#ie183ce54f0b04ae881906dad360462d8_82)] [added: 8.](#i547b7ccdf0d3431d9be4c53f91ea7505_82)] | | | [Financial Statements and Supplementary [removed: Data](#ie183ce54f0b04ae881906dad360462d8_82)] [added: Data](#i547b7ccdf0d3431d9be4c53f91ea7505_82)] | | | [removed: [60](#ie183ce54f0b04ae881906dad360462d8_82)] [added: [62](#i547b7ccdf0d3431d9be4c53f91ea7505_82)] | | |

| | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#ie183ce54f0b04ae881906dad360462d8_85)] [added: Firm](#i547b7ccdf0d3431d9be4c53f91ea7505_85)] | | | [removed: [60](#ie183ce54f0b04ae881906dad360462d8_85)] [added: [62](#i547b7ccdf0d3431d9be4c53f91ea7505_85)] | | |

| | | | | | | [Consolidated Statements of [removed: Operations](#ie183ce54f0b04ae881906dad360462d8_88)] [added: Operations](#i547b7ccdf0d3431d9be4c53f91ea7505_88)] | | | [removed: [63](#ie183ce54f0b04ae881906dad360462d8_88)] [added: [65](#i547b7ccdf0d3431d9be4c53f91ea7505_88)] | | |

| | | | | | | [Consolidated Statements of Comprehensive [removed: Income](#ie183ce54f0b04ae881906dad360462d8_91)] [added: Income](#i547b7ccdf0d3431d9be4c53f91ea7505_91)] | | | [removed: [64](#ie183ce54f0b04ae881906dad360462d8_91)] [added: [66](#i547b7ccdf0d3431d9be4c53f91ea7505_91)] | | |

| | | | | | | [Consolidated Balance [removed: Sheets](#ie183ce54f0b04ae881906dad360462d8_94)] [added: Sheets](#i547b7ccdf0d3431d9be4c53f91ea7505_94)] | | | [removed: [65](#ie183ce54f0b04ae881906dad360462d8_94)] [added: [67](#i547b7ccdf0d3431d9be4c53f91ea7505_94)] | | |

| | | | | | | [Consolidated Statements of [removed: Equity](#ie183ce54f0b04ae881906dad360462d8_97)] [added: Equity](#i547b7ccdf0d3431d9be4c53f91ea7505_97)] | | | [removed: [66](#ie183ce54f0b04ae881906dad360462d8_97)] [added: [68](#i547b7ccdf0d3431d9be4c53f91ea7505_97)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#ie183ce54f0b04ae881906dad360462d8_100)] [added: Flows](#i547b7ccdf0d3431d9be4c53f91ea7505_100)] | | | [removed: [67](#ie183ce54f0b04ae881906dad360462d8_100)] [added: [69](#i547b7ccdf0d3431d9be4c53f91ea7505_100)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#ie183ce54f0b04ae881906dad360462d8_103)] [added: Statements](#i547b7ccdf0d3431d9be4c53f91ea7505_103)] | | | [removed: [68](#ie183ce54f0b04ae881906dad360462d8_103)] [added: [70](#i547b7ccdf0d3431d9be4c53f91ea7505_103)] | | |

| | | | [Item [removed: 9.](#ie183ce54f0b04ae881906dad360462d8_190)] [added: 9.](#i547b7ccdf0d3431d9be4c53f91ea7505_190)] | | | [Changes in and [removed: Disagreements](#ie183ce54f0b04ae881906dad360462d8_190) [W](#ie183ce54f0b04ae881906dad360462d8_190)[ith] [added: Disagreements With] Accountants on Accounting and Financial [removed: Disclosure](#ie183ce54f0b04ae881906dad360462d8_190)] [added: Disclosure](#i547b7ccdf0d3431d9be4c53f91ea7505_190)] | | | [removed: [114](#ie183ce54f0b04ae881906dad360462d8_190)] [added: [117](#i547b7ccdf0d3431d9be4c53f91ea7505_190)] | | |

| | | | [Item [removed: 9A.](#ie183ce54f0b04ae881906dad360462d8_193)] [added: 9A.](#i547b7ccdf0d3431d9be4c53f91ea7505_193)] | | | [Controls and [removed: Procedures](#ie183ce54f0b04ae881906dad360462d8_193)] [added: Procedures](#i547b7ccdf0d3431d9be4c53f91ea7505_193)] | | | [removed: [114](#ie183ce54f0b04ae881906dad360462d8_193)] [added: [117](#i547b7ccdf0d3431d9be4c53f91ea7505_193)] | | |

| | | | [Item [removed: 9B.](#ie183ce54f0b04ae881906dad360462d8_199)] [added: 9B.](#i547b7ccdf0d3431d9be4c53f91ea7505_199)] | | | [Other [removed: Information](#ie183ce54f0b04ae881906dad360462d8_199)] [added: Information](#i547b7ccdf0d3431d9be4c53f91ea7505_199)] | | | [removed: [116](#ie183ce54f0b04ae881906dad360462d8_199)] [added: [120](#i547b7ccdf0d3431d9be4c53f91ea7505_199)] | | |

| | | | [Item [removed: 9C.](#ie183ce54f0b04ae881906dad360462d8_202)] [added: 9C.](#i547b7ccdf0d3431d9be4c53f91ea7505_202)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ie183ce54f0b04ae881906dad360462d8_202)] [added: Inspections](#i547b7ccdf0d3431d9be4c53f91ea7505_202)] | | | [removed: [116](#ie183ce54f0b04ae881906dad360462d8_199)] [added: [120](#i547b7ccdf0d3431d9be4c53f91ea7505_199)] | | |

| [PART [removed: III](#ie183ce54f0b04ae881906dad360462d8_205)] [added: III](#i547b7ccdf0d3431d9be4c53f91ea7505_205)] | | | | | | | | | | | |

| | | | [Item [removed: 10.](#ie183ce54f0b04ae881906dad360462d8_208)] [added: 10.](#i547b7ccdf0d3431d9be4c53f91ea7505_208)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ie183ce54f0b04ae881906dad360462d8_208)] [added: Governance](#i547b7ccdf0d3431d9be4c53f91ea7505_208)] | | | [removed: [116](#ie183ce54f0b04ae881906dad360462d8_208)] [added: [120](#i547b7ccdf0d3431d9be4c53f91ea7505_208)] | | |

| | | | [Item [removed: 11.](#ie183ce54f0b04ae881906dad360462d8_211)] [added: 11.](#i547b7ccdf0d3431d9be4c53f91ea7505_211)] | | | [Executive [removed: Compensation](#ie183ce54f0b04ae881906dad360462d8_211)] [added: Compensation](#i547b7ccdf0d3431d9be4c53f91ea7505_211)] | | | [removed: [116](#ie183ce54f0b04ae881906dad360462d8_211)] [added: [120](#i547b7ccdf0d3431d9be4c53f91ea7505_211)] | | |

| | | | [Item [removed: 12.](#ie183ce54f0b04ae881906dad360462d8_214)] [added: 12.](#i547b7ccdf0d3431d9be4c53f91ea7505_214)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ie183ce54f0b04ae881906dad360462d8_214)] [added: Matters](#i547b7ccdf0d3431d9be4c53f91ea7505_214)] | | | [removed: [116](#ie183ce54f0b04ae881906dad360462d8_214)] [added: [121](#i547b7ccdf0d3431d9be4c53f91ea7505_214)] | | |

| | | | [Item [removed: 13.](#ie183ce54f0b04ae881906dad360462d8_217)] [added: 13.](#i547b7ccdf0d3431d9be4c53f91ea7505_217)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ie183ce54f0b04ae881906dad360462d8_217)] [added: Independence](#i547b7ccdf0d3431d9be4c53f91ea7505_217)] | | | [removed: [117](#ie183ce54f0b04ae881906dad360462d8_217)] [added: [121](#i547b7ccdf0d3431d9be4c53f91ea7505_217)] | | |

| | | | [Item [removed: 14.](#ie183ce54f0b04ae881906dad360462d8_220)] [added: 14.](#i547b7ccdf0d3431d9be4c53f91ea7505_220)] | | | [Principal Accountant Fees and [removed: Services](#ie183ce54f0b04ae881906dad360462d8_220)] [added: Services](#i547b7ccdf0d3431d9be4c53f91ea7505_220)] | | | [removed: [117](#ie183ce54f0b04ae881906dad360462d8_220)] [added: [121](#i547b7ccdf0d3431d9be4c53f91ea7505_220)] | | |

| [PART [removed: IV](#ie183ce54f0b04ae881906dad360462d8_223)] [added: IV](#i547b7ccdf0d3431d9be4c53f91ea7505_223)] | | | | | | | | | | | |

| | | | [Item [removed: 15.](#ie183ce54f0b04ae881906dad360462d8_226)] [added: 15.](#i547b7ccdf0d3431d9be4c53f91ea7505_226)] | | | [Exhibits and Financial Statement [removed: Schedules](#ie183ce54f0b04ae881906dad360462d8_226)] [added: Schedules](#i547b7ccdf0d3431d9be4c53f91ea7505_226)] | | | [removed: [117](#ie183ce54f0b04ae881906dad360462d8_226)] [added: [122](#i547b7ccdf0d3431d9be4c53f91ea7505_226)] | | |

| | | | [Item [removed: 16.](#ie183ce54f0b04ae881906dad360462d8_229)] [added: 16.](#i547b7ccdf0d3431d9be4c53f91ea7505_229)] | | | [Form 10-K [removed: Summary](#ie183ce54f0b04ae881906dad360462d8_229)] [added: Summary](#i547b7ccdf0d3431d9be4c53f91ea7505_229)] | | | [removed: [117](#ie183ce54f0b04ae881906dad360462d8_229)] [added: [122](#i547b7ccdf0d3431d9be4c53f91ea7505_229)] | | |

| 2375 Waterview Drive | | | | | | | | | | | | | | | | | | | | | 60062 | | |

| [PART I](#i547b7ccdf0d3431d9be4c53f91ea7505_10) | | | | | | | | | | | |

| | | | [Item 1C.](#i547b7ccdf0d3431d9be4c53f91ea7505_1894) | | | [Cybersecurity](#i547b7ccdf0d3431d9be4c53f91ea7505_1894) | | | [28](#i547b7ccdf0d3431d9be4c53f91ea7505_1894) | | |

| [PART II](#i547b7ccdf0d3431d9be4c53f91ea7505_31) | | | | | | | | | | | |

| 4 Parkway North | | | | | | | | | | | | | | | | | | | | | 60015 | | |

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

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

Cybersecurity risk management, including our processes for assessing, identifying and managing material risks from cybersecurity threats, is an integral part of our overall enterprise risk management (ERM) program.

The ERM program includes an annual assessment process designed to identify risks, including those from cybersecurity threats, that could affect us and the achievement of our objectives; to understand, assess, and prioritize those risks; and to facilitate the implementation of risk management strategies and processes across the company that are responsive to the company’s risk profile, business strategies, and specific material risk exposures.

The ERM program seeks to integrate consideration of risk and risk management into business decision-making throughout the company, including through the implementation of policies and procedures intended to ensure that necessary information with respect to material risks, including material risks from cybersecurity threats, is transmitted to senior executives and, as appropriate, to the Board of Directors (Board) or relevant committees.

The Board regularly reviews and discusses with the key members of management responsible for management of risk the guidelines and policies governing the ERM process, the key risks identified in the ERM process, the likelihood of occurrence and the potential impact assigned to those risks by management, and the risk mitigation strategies in each instance.

The Audit Committee of the Board provides oversight in connection with management’s cybersecurity efforts.

The Audit Committee receives periodic reports summarizing threat detection and mitigation plans, audits of internal controls, training and certification and other cyber priorities and initiatives, as well as timely updates from senior leaders on material incidents relating to cybersecurity.

The Audit Committee also receives regular reports on the efficacy of our cybersecurity risks and related policies and procedures from our chief information officer and other members of senior management who are tasked with monitoring cybersecurity risks.

Our chief information officer oversees a dedicated team of certified cybersecurity professionals, with an average of over 12 years of relevant experience.

Our cybersecurity strategy prioritizes protection, detection, analysis, and response to known, anticipated or unexpected cyber threats, effective management of cyber risks and resilience against cyber incidents.

We maintain a formal cybersecurity program structured around the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF), a voluntary framework created by industry and the U.S. government to promote the protection of our infrastructure from cybersecurity risks.

We contract with an external auditing firm to assess our cybersecurity controls relative to industry peers using the NIST CSF, which has five functions: identify, protect, detect, respond and recover.

We consistently evaluate the threat landscape, adopting a multifaceted approach to cybersecurity risks through a zero-trust strategy focusing on prevention, detection, and mitigation, which includes the following programs and practices:

- Our cybersecurity team conducts an annual review of cybersecurity risks at the ERM level, integrating significant cybersecurity risks into our overall ERM program.

We remain committed to increasing investments in cybersecurity, which includes providing additional training for end-users, adopting a zero-trust methodology, identifying and safeguarding critical assets, and reinforcing monitoring and alerting capabilities.

Our proactive approach involves regular testing of defenses through simulations and penetration tests, both technically and through a comprehensive review of operational policies and procedures.

At the managerial level, our cybersecurity team consistently monitors alerts and holds regular meetings to discuss threat levels, trends, and remediation strategies.

Additionally, we conduct periodic external penetration tests and maturity testing to assess the effectiveness of our security controls, including processes, procedures, and our readiness to face the evolving threat landscape.

- We consider and assess the cybersecurity risks associated with the utilization of third-party service providers under our third-party risk management program.

Pursuant to the program, we evaluate security and data privacy controls prior to sharing or authorizing the hosting of sensitive data in computing environments managed by third parties.

In addition, our standard terms and conditions with third-party service providers feature contractual provisions mandating specific security protections.

- Our cybersecurity incident response plan is designed to detect and address potential threats that may impact the confidentiality, integrity, and availability of our technology systems.

The response plan includes coordinated processes for handling security and data privacy incidents, encompassing communication and effective response.

- Our global business continuity program includes information technology disaster recovery, supporting resilience in both our business and information technology.

To date, we have not identified any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or that we believe are reasonably likely to materially affect our business strategy, results

CF INDUSTRIES HOLDINGS, INC.

of operations, or financial condition.

We cannot, however, eliminate all risks from cybersecurity threats or provide assurances that we have not experienced an undetected cybersecurity incident.

For more information about these risks, see the disclosure in Item 1A.

Risk Factors under “Operational Risks—We are subject to risks relating to our information technology systems, and any technology disruption or cybersecurity incident could negatively affect our operations.”

Our common stock is traded on the New York Stock Exchange under the symbol “CF.” As of February [removed: 13, 2023,] [added: 12, 2024,] there were [removed: 689] [added: 680] stockholders of record.

The following table sets forth share repurchases, on a trade date basis, for each of the three months of the quarter ended December 31, [removed: 2022:][added: 2023:]

(1)Average price paid per share of CF Industries Holdings, Inc. (CF Holdings) common stock repurchased under the [removed: 2021] [added: 2022] Share Repurchase Program, as defined below, is the execution price, excluding commissions paid to [removed: brokers.][added: brokers and excise taxes.]

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

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Share Repurchase Programs and in Note [removed: 18—Stockholders’] [added: 20—Stockholders’] Equity, in the notes to consolidated financial statements included in Item 8.

[removed: (3)Includes 3,856] [added: (4)Includes 43] shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock [removed: units and performance restricted stock] units.

[removed: (4)Represents] [added: (3)Represents] shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units.

| October 1, 2023 - October 31, 2023 | | | 1,298 | | | (3) | | | $ | 80.27 | | | | | — | | | | | | $ | 2,800,052 | |

| November 1, 2023 - November 30, 2023 | | | 2,870,066 | | | (4) | | | 78.40 | | | | | | 2,870,023 | | | | | | 2,575,052 | | |

| December 1, 2023 - December 31, 2023 | | | — | | | | | | — | | | | | | — | | | | | | 2,575,052 | | |

| Total | | | 2,871,364 | | | | | | 78.40 | | | | | | 2,870,023 | | | | | | | | |

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

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

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

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

On November 2, 2022, we announced that 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.

We have audited the accompanying consolidated balance sheets of CF Industries Holdings, Inc. and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control* *–* *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 23, 2023] [added: 22, 2024] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

As discussed in Note [removed: 11] [added: 13] 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 [removed: $274] [added: $292] million and [removed: $347] [added: $367] million, respectively, as of December 31, [removed: 2022.][added: 2023.]

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

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

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

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

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s [removed: pension] [added: PBO] accounting process, including controls related to the determination of discount [removed: rates and adjusted RPI assumptions.][added: rates.]

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

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

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

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

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

- [removed: developing] [added: evaluating] discount rates using [removed: publicly available] [added: benchmark] 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 [added: United Kingdom] pension plans, and comparing those to the Company’s selected discount rates for the United Kingdom [added: plans.]

[removed: *Salvage values of property, plant,] [added: | | | | Property, plant] and equipment [removed: at the Ince facility*][added: | | | 1,022 | | | | | | | | | | | | | | |]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net sales | | | $ | [removed: 11,186] [added: 6,631] | | | | | $ | [removed: 6,538] [added: 11,186] | | | | | $ | [removed: 4,124] [added: 6,538] | |

| Cost of sales | | | [removed: 5,325] [added: 4,086] | | | | | | [removed: 4,151] [added: 5,325] | | | | | | [removed: 3,323] [added: 4,151] | | |

| Gross margin | | | [removed: 5,861] [added: 2,545] | | | | | | [removed: 2,387] [added: 5,861] | | | | | | [removed: 801] [added: 2,387] | | |

| Selling, general and administrative expenses | | | [removed: 290] [added: 289] | | | | | | [removed: 223] [added: 290] | | | | | | [removed: 206] [added: 223] | | |

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

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

| U.K. operations restructuring | | | [removed: 19] [added: 10] | | | | | | [removed: —] [added: 19] | | | | | | — | | |

| Other operating—net | | | [removed: 10] [added: (31)] | | | | | | [removed: (39)] [added: 10] | | | | | | [removed: (17)] [added: (39)] | | |

| Total other operating costs and expenses | | | [removed: 558] [added: 307] | | | | | | [removed: 705] [added: 558] | | | | | | [removed: 189] [added: 705] | | |

| Equity in [added: (loss)] earnings of operating affiliate | | | [removed: 94] [added: (8)] | | | | | | [removed: 47] [added: 94] | | | | | | [removed: 11] [added: 47] | | |

| Operating earnings | | | [removed: 5,397] [added: 2,230] | | | | | | [removed: 1,729] [added: 5,397] | | | | | | [removed: 623] [added: 1,729] | | |

| Interest expense | | | [removed: 344] [added: 150] | | | | | | [removed: 184] [added: 344] | | | | | | [removed: 179] [added: 184] | | |

| Interest income | | | [removed: (65)] [added: (158)] | | | | | | [removed: (1)] [added: (65)] | | | | | | [removed: (18)] [added: (1)] | | |

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

| Other non-operating—net | | | [removed: 15] [added: (10)] | | | | | | [removed: (16)] [added: 15] | | | | | | [removed: (1)] [added: (16)] | | |

| Earnings before income taxes | | | [removed: 5,095] [added: 2,248] | | | | | | [removed: 1,543] [added: 5,095] | | | | | | [removed: 463] [added: 1,543] | | |

| Income tax provision | | | [removed: 1,158] [added: 410] | | | | | | [removed: 283] [added: 1,158] | | | | | | [removed: 31] [added: 283] | | |

| Net earnings | | | [removed: 3,937] [added: 1,838] | | | | | | [removed: 1,260] [added: 3,937] | | | | | | [removed: 432] [added: 1,260] | | |

| Less: Net earnings attributable to noncontrolling interest | | | [removed: 591] [added: 313] | | | | | | [removed: 343] [added: 591] | | | | | | [removed: 115] [added: 343] | | |

| Net earnings attributable to common stockholders | | | $ | [removed: 3,346] [added: 1,525] | | | | | $ | [removed: 917] [added: 3,346] | | | | | $ | [removed: 317] [added: 917] | |

| Basic | | | $ | [removed: 16.45] [added: 7.89] | | | | | $ | [removed: 4.27] [added: 16.45] | | | | | $ | [removed: 1.48] [added: 4.27] | |

| Diluted | | | $ | [removed: 16.38] [added: 7.87] | | | | | $ | [removed: 4.24] [added: 16.38] | | | | | $ | [removed: 1.47] [added: 4.24] | |

| Basic | | | [removed: 203.3] [added: 193.3] | | | | | | [removed: 215.0] [added: 203.3] | | | | | | [removed: 214.9] [added: 215.0] | | |

The Company’s PBO represents an actuarially determined estimate of the 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.

*Valuation of acquired customer relationships and assumed supply contract liability - Waggaman acquisition*

As discussed in Note 6 to the consolidated financial statements, the Company completed the acquisition of an ammonia production facility located in Waggaman, Louisiana, from Dyno Nobel Louisiana Ammonia, LLC (DNLA), on December 1, 2023.

In connection with the acquisition, the Company entered into a long-term ammonia offtake agreement (the Supply Contract).

The terms of the Supply Contract were determined to be unfavorable compared to market as of the acquisition date.

Accordingly, the assets acquired and liabilities assumed were recognized based on their acquisition date fair values, including customer relationships of $455 million and a Supply Contract liability of $757 million.

The Company used valuation techniques under the income approach to determine the fair value of the identified customer relationships and Supply Contract liability.

We identified the evaluation of the acquisition date fair value of the customer relationships acquired and the Supply Contract liability assumed as a critical audit matter.

Subjective auditor judgment and specialized skills and knowledge were necessary to evaluate the key assumptions used to estimate the fair value of the customer relationships and Supply Contract liability due to the degree of measurement uncertainty in the key assumptions, which could have a significant impact on the fair values of the customer relationships and the Supply Contract liability.

The key assumptions included:

- Forecasted product selling prices

- Projected natural gas costs

- Discount rate

Supply Contract liability:

- Forecasted product selling prices

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s acquisition date valuation process.

This included controls related to the determination of the key assumptions for customer relationships and the Supply Contract liability.

We evaluated the reasonableness of forecasted product selling prices by comparing them to the Company’s historical selling prices and external market data.

We evaluated the reasonableness of projected natural gas costs by comparing them to external market data.

We involved valuation professionals with specialized skills and knowledge, who assisted in independently developing a range of discount rates based on publicly available market data for comparable entities and comparing the range to the Company's discount rate.

February 22, 2024

| Acquisition and integration costs | | | 39 | | | | | | — | | | | | | — | | |

| | | | 21 | | | | | | 27 | | | | | | 63 | | |

| Other assets | | | 867 | | | | | | 771 | | |

| Total assets | | | $ | 14,376 | | | | | $ | 13,313 | |

| Supply contract liability | | | 754 | | | | | | — | | |

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | 1,525 | | | | | | — | | | | | | 1,525 | | | | | | 313 | | | | | | 1,838 | | |

| Balance as of December 31, 2023 | | | $ | 2 | | | | | $ | — | | | | | $ | 1,389 | | | | | $ | 4,535 | | | | | $ | (209) | | | | | $ | 5,717 | | | | | $ | 2,656 | | | | | $ | 8,373 | |

| Net earnings | | | $ | 1,838 | | | | | $ | 3,937 | | | | | $ | 1,260 | |

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

| Impairment of equity method investment in PLNL | | | 43 | | | | | | — | | | | | | — | | |

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

| U.K. long-lived and intangible asset impairment | | | — | | | | | | 239 | | | | | | 236 | | |

| Changes in assets and liabilities, net of acquisition: | | | | | | | | | | | | | | | | | |

| Purchase of Waggaman ammonia production facility | | | (1,223) | | | | | | — | | | | | | — | | |

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (U.S. GAAP).

Certain prior period amounts have been reclassified to conform with the current year presentation.

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

Payments of excise taxes associated with treasury stock repurchases are classified as a financing activity in our consolidated statements of cash flows.

New Accounting Standards

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.

The selected discount rates and adjusted RPI are then applied to these future benefit payments in determining the present value of those obligations.

- 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.

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

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.

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.

February 23, 2023

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

| Treasury stock—at cost, 2022—0 shares and 2021—27,962 shares | | | — | | | | | | (2) | | |

| Balance as of December 31, 2019 | | | $ | 2 | | | | | $ | — | | | | | $ | 1,303 | | | | | $ | 1,958 | | | | | $ | (366) | | | | | $ | 2,897 | | | | | $ | 2,740 | | | | | $ | 5,637 | |

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | 317 | | | | | | — | | | | | | 317 | | | | | | 115 | | | | | | 432 | | |

| Changes in: | | | | | | | | | | | | | | | | | |

| Proceeds from short-term borrowings | | | — | | | | | | — | | | | | | 500 | | |

| Repayments of short-term borrowings | | | — | | | | | | — | | | | | | (500) | | |

provide additional production and are integrated with our supply chain and sales activities in the Ammonia segment.

Our intangible assets are presented in other assets on our consolidated balance sheets.

*Environmental*

*Litigation*

| 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 | |

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.

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.

Under the supervision and with the participation of our senior management, including our principal executive officer and principal financial officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] using the criteria set forth in the *Internal Control—Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Based on this assessment, management has concluded that our internal control over financial reporting is effective as of December 31, [removed: 2022.][added: 2023.]

KPMG LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] which appears on the following page.

(c) *Changes in Internal Control over Financial Reporting.* There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

While there was no impact on the Company’s internal control over financial reporting during the quarter ended December 31, [removed: 2022,] [added: 2023,] in the first quarter of [removed: 2023,] [added: 2024,] the Company is upgrading its [removed: enterprise resource planning system (ERP) for its North American operations to SAP S/4HANA.][added: financial reporting and business consolidation system.]

We have audited CF Industries Holdings, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control* *–* *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control* *–* *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 23, 2023] [added: 22, 2024] expressed an unqualified opinion on those consolidated financial statements.

The Company acquired an ammonia production facility located in Waggaman, Louisiana, on December 1, 2023.

As contemplated by SEC staff guidance with respect to newly acquired businesses, the Company's management excluded this acquired business from its assessment of the effectiveness of its internal control over financial reporting as of December 31, 2023.

The financial results of the acquired business are included in the Company’s consolidated statement of operations since December 1, 2023, and net sales of the acquired business represented 0.4% of the Company’s net sales for the year ended December 31, 2023.

The assets of the acquired business accounted for 14.0% of the Company’s total assets as of December 31, 2023.

The Company acquired an ammonia production facility located in Waggaman, Louisiana, on December 1, 2023, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, Waggaman’s internal control over financial reporting associated with net sales of 0.4% and total assets of 14.0%, included in the consolidated financial statements of the Company as of and for the year ended December 31, 2023.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Waggaman.

February 22, 2024

CF INDUSTRIES HOLDINGS, INC.

February 23, 2023

During the quarter ended December 31, 2023, there were no Rule 10b5-1 trading arrangements (as defined in Item 408(a) of Regulation S-K) or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) adopted or terminated by any director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of CF Industries Holdings, Inc.

None.

During the last completed fiscal year, [removed: Stephen J.][added: John W.]

[removed: Noonan,] [added: Noonan and] Michael J.

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

Eaves, Javed Ahmed, Stephen J.

Hagge, Anne P.

CF INDUSTRIES HOLDINGS, INC.

Hagge, Javed Ahmed, John W.

Eaves, Anne P.

Toelle and Celso L.

Equity Compensation Plan Information as of December 31, [removed: 2022][added: 2023]

(1)Includes [removed: 162,036] [added: 122,930] shares issuable pursuant to outstanding nonqualified stock options, [removed: 546,680] [added: 432,639] shares issuable pursuant to restricted stock units (RSUs) and [removed: 1,447,274] [added: 1,304,393] shares issuable pursuant to performance restricted stock units (PSUs) under the 2022 Equity and Incentive Plan, the CF Industries Holdings, Inc. 2014 Equity and Incentive Plan (the 2014 Equity and Incentive Plan) and the CF [added: Industries Holdings, Inc. 2009 Equity Incentive Plan.]

The PSUs included in this table reflect the full amount awarded to plan participants in [removed: 2020, 2021] [added: 2021, 2022] and [removed: 2022.][added: 2023.]

The three-year performance periods for the PSUs awarded in [removed: 2020, 2021 and] [added: 2021,] 2022 [added: and 2023] are in each case composed of three one-year periods with performance goals set annually.

Because accounting rules require performance goals to be set before a PSU is determined for accounting purposes to have been granted, the number of PSUs reported as outstanding as of December 31, [removed: 2022] [added: 2023] in Note [removed: 19—Stock-based] [added: 21—Stock-based] Compensation reflects all of the PSUs awarded in [removed: 2020,] [added: 2021,] but only two-thirds of the PSUs awarded in [removed: 2021] [added: 2022] and one-third of the PSUs awarded in [removed: 2022.][added: 2023.]

See Note [removed: 19—Stock-based] [added: 21—Stock-based] Compensation for additional information on the 2022 Equity and Incentive Plan.

| Equity compensation plans approved by security holders | | | 1,859,962 | | | | | | $ | 36.36 | | | | | 6,713,324 | | |

| Total | | | 1,859,962 | | | | | | $ | 36.36 | | | | | 6,713,324 | | |

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

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

CF INDUSTRIES HOLDINGS, INC.

Industries Holdings, Inc. 2009 Equity Incentive Plan.

Information appearing in the Proxy Statement under the headings “Proposal [removed: 5:] [added: 3:] Ratification of Selection of Independent Registered Public Accounting Firm for [removed: 2023—Audit] [added: 2024—Audit] and Non-Audit Fees” and “Proposal [removed: 5:] [added: 3:] Ratification of Selection of Independent Registered Public Accounting Firm for [removed: 2023—Pre-Approval] [added: 2024—Pre-Approval] of Audit and Non-Audit Services” is incorporated herein by reference.

CF INDUSTRIES HOLDINGS, INC.

| | | | [Report of Independent Registered Public Accounting Firm [removed: (](#ie183ce54f0b04ae881906dad360462d8_196)KPMG] [added: (](#i547b7ccdf0d3431d9be4c53f91ea7505_196)KPMG] LLP, Chicago, IL, [removed: Auditor Firm] [added: PCAOB] ID: 185) | | | [removed: [60](#ie183ce54f0b04ae881906dad360462d8_85)] [added: [62](#i547b7ccdf0d3431d9be4c53f91ea7505_85)] | | |

| | | | [Consolidated Statements of [removed: Operations](#ie183ce54f0b04ae881906dad360462d8_88)] [added: Operations](#i547b7ccdf0d3431d9be4c53f91ea7505_88)] | | | [removed: [63](#ie183ce54f0b04ae881906dad360462d8_88)] [added: [65](#i547b7ccdf0d3431d9be4c53f91ea7505_88)] | | |

| | | | [Consolidated Statements of Comprehensive [removed: Income](#ie183ce54f0b04ae881906dad360462d8_91)] [added: Income](#i547b7ccdf0d3431d9be4c53f91ea7505_91)] | | | [removed: [64](#ie183ce54f0b04ae881906dad360462d8_91)] [added: [66](#i547b7ccdf0d3431d9be4c53f91ea7505_91)] | | |

| | | | [Consolidated Balance [removed: Sheets](#ie183ce54f0b04ae881906dad360462d8_94)] [added: Sheets](#i547b7ccdf0d3431d9be4c53f91ea7505_94)] | | | [removed: [65](#ie183ce54f0b04ae881906dad360462d8_94)] [added: [67](#i547b7ccdf0d3431d9be4c53f91ea7505_94)] | | |

| | | | [Consolidated Statements of [removed: Equity](#ie183ce54f0b04ae881906dad360462d8_97)] [added: Equity](#i547b7ccdf0d3431d9be4c53f91ea7505_97)] | | | [removed: [66](#ie183ce54f0b04ae881906dad360462d8_97)] [added: [68](#i547b7ccdf0d3431d9be4c53f91ea7505_97)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#ie183ce54f0b04ae881906dad360462d8_100)] [added: Flows](#i547b7ccdf0d3431d9be4c53f91ea7505_100)] | | | [removed: [67](#ie183ce54f0b04ae881906dad360462d8_100)] [added: [69](#i547b7ccdf0d3431d9be4c53f91ea7505_100)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#ie183ce54f0b04ae881906dad360462d8_103)] [added: Statements](#i547b7ccdf0d3431d9be4c53f91ea7505_103)] | | | [removed: [68](#ie183ce54f0b04ae881906dad360462d8_103)] [added: [70](#i547b7ccdf0d3431d9be4c53f91ea7505_103)] | | |

| A list of exhibits filed with this Annual Report on Form 10-K (or incorporated by reference to exhibits previously filed or furnished) is provided in the Exhibit Index on page [removed: [118](#ie183ce54f0b04ae881906dad360462d8_232)] [added: [123](#i547b7ccdf0d3431d9be4c53f91ea7505_232)] of this report. | | | | | | | | |

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

| [removed: [3.1](http://www.sec.gov/Archives/edgar/data/1324404/000110465917046815/a17-18203_1ex3d2.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/1324404/000110465923056516/tm2314834d1_ex3-1.htm)] | | | | | | [removed: [Second] [added: [Third] Amended and Restated Certificate of [removed: Incorporation, as amended] [added: Incorporation] (incorporated by reference to Exhibit [removed: 3.2] [added: 3.1] to CF Industries Holdings, [removed: Inc.'s] [added: Inc.’s] Current Report on Form 8-K filed with the SEC on [removed: July 25, 2017)](http://www.sec.gov/Archives/edgar/data/1324404/000110465917046815/a17-18203_1ex3d2.htm)] [added: May 5, 2023)](https://www.sec.gov/Archives/edgar/data/1324404/000110465923056516/tm2314834d1_ex3-1.htm)] | | |

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000006/cf-12312022xex42.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1324404/000132440424000008/cf-12312023xex42.htm)] | | | | | | [Description of common stock of CF Industries Holdings, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1324404/000132440423000006/cf-12312022xex42.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1324404/000132440424000008/cf-12312023xex42.htm)[](https://www.sec.gov/Archives/edgar/data/1324404/000132440424000008/cf-12312023xex42.htm)] | | |

| [4.3](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d1.htm) | | | | | | [Indenture, dated as of May 23, 2013, among CF Industries, Inc., CF Industries Holdings, Inc. [removed: and Wells Fargo Bank, National Association,] [added: and](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d1.htm) [Computershare Trust Company, N.A.,] as [removed: trustee (incorporated] [added: successor trustee](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d3.htm) [(incorporated] by reference to Exhibit 4.1 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on May 23, 2013)](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d1.htm) | | |

| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d2.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d3.htm)[4](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d3.htm)] | | | | | | [removed: [First] [added: [Second] Supplemental Indenture, dated as of May 23, 2013, among CF Industries, Inc., CF Industries Holdings, Inc. [removed: and Wells Fargo Bank, National Association,] [added: and](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d3.htm) [Computershare Trust Company, N.A.,] as [removed: trustee,] [added: successor trustee](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d3.htm)[,] relating to CF Industries, Inc.’s [removed: 3.450%] [added: 4.950%] Senior Notes due [removed: 2023] [added: 2043] (includes form of note) (the [removed: “2023] [added: “2043] Notes Supplement”) (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on May 23, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d2.htm)] [added: 2013)](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d3.htm)] | | |

| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex410.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex412.htm)[5](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex412.htm)] | | | | | | [First Supplement, dated as of November 21, 2016, relating to the [removed: 2023] [added: 2043] Notes Supplement (incorporated by reference to Exhibit [removed: 4.10] [added: 4.12] to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 23, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex410.htm)] [added: 2017)](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex412.htm)] | | |

| [removed: [4.6](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex42.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex43.htm)[6](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex43.htm)] | | | | | | [Second Supplement, dated as of March 29, 2018, relating to the [removed: 2023] [added: 2043] Notes Supplement (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 3, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex42.htm)] [added: 2018)](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex43.htm)] | | |

| [removed: [4.7](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex42.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex43.htm)[7](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex43.htm)] | | | | | | [Third Supplement, dated as of March 22, 2019, relating to the [removed: 2023] [added: 2043] Notes Supplement (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 2, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex42.htm)] [added: 2019)](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex43.htm)] | | |

| [removed: [4.8](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-1.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-3.htm)[3](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-3.htm)] | | | | | | [Fourth Supplement, dated as of January 28, 2022, relating to the [removed: 2023] [added: 2034] Notes Supplement (incorporated by reference to Exhibit [removed: 4.1] [added: 4.3] to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 1, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-1.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-3.htm)] | | |

| [removed: [4.9](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d3.htm)] [added: [4.1](http://www.sec.gov/Archives/edgar/data/1324404/000110465914018243/a14-7194_5ex4d3.htm)[4](http://www.sec.gov/Archives/edgar/data/1324404/000110465914018243/a14-7194_5ex4d3.htm)] | | | | | | [removed: [Second] [added: [Fourth] Supplemental Indenture, dated as of [removed: May 23, 2013,] [added: March 11, 2014,] among CF Industries, Inc., CF Industries Holdings, Inc. [removed: and Wells Fargo Bank, National Association,] [added: and](http://www.sec.gov/Archives/edgar/data/1324404/000110465914018243/a14-7194_5ex4d3.htm) [Computershare Trust Company, N.A.,] as [removed: trustee,] [added: successor trustee](http://www.sec.gov/Archives/edgar/data/1324404/000110465914018243/a14-7194_5ex4d3.htm)[,] relating to CF Industries, [removed: Inc.’s 4.950%] [added: Inc.'s 5.375%] Senior Notes due [removed: 2043] [added: 2044] (includes form of note) (the [removed: “2043] [added: “2044] Notes Supplement”) (incorporated by reference to Exhibit 4.3 to CF Industries Holdings, [removed: Inc.’s] [added: Inc.'s] Current Report on Form 8-K filed with the SEC on [removed: May 23, 2013)](http://www.sec.gov/Archives/edgar/data/1324404/000110465913044136/a13-12964_1ex4d3.htm)] [added: March 11, 2014)](http://www.sec.gov/Archives/edgar/data/1324404/000110465914018243/a14-7194_5ex4d3.htm)] | | |

| [removed: [4.10](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex412.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex416.htm)[1](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex416.htm)[5](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex416.htm)] | | | | | | [First Supplement, dated as of November 21, 2016, relating to the [removed: 2043] [added: 2044] Notes Supplement (incorporated by reference to Exhibit [removed: 4.12] [added: 4.16] to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 23, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex412.htm)] [added: 2017)](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex416.htm)] | | |

| [removed: [4.11](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex43.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex45.htm)[1](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex45.htm)[6](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex45.htm)] | | | | | | [Second Supplement, dated as of March 29, 2018, relating to the [removed: 2043] [added: 2044] Notes Supplement (incorporated by reference to Exhibit [removed: 4.3] [added: 4.5] to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 3, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex43.htm)] [added: 2018)](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex45.htm)] | | |

| [removed: [4.12](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex43.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex45.htm)[1](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex45.htm)[7](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex45.htm)] | | | | | | [Third Supplement, dated as of March 22, 2019, relating to the [removed: 2043] [added: 2044] Notes Supplement (incorporated by reference to Exhibit [removed: 4.3] [added: 4.5] to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 2, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex43.htm)] [added: 2019)](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex45.htm)] | | |

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

| [removed: [4.14](http://www.sec.gov/Archives/edgar/data/1324404/000110465914018243/a14-7194_5ex4d2.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/1324404/000110465914018243/a14-7194_5ex4d2.htm)[9](http://www.sec.gov/Archives/edgar/data/1324404/000110465914018243/a14-7194_5ex4d2.htm)] | | | | | | [Third Supplemental Indenture, dated as of March 11, 2014, among CF Industries, Inc., CF Industries Holdings, Inc. [removed: and Wells Fargo Bank, National Association,] [added: and](http://www.sec.gov/Archives/edgar/data/1324404/000110465914018243/a14-7194_5ex4d2.htm) [Computershare Trust Company, N.A.,] as [removed: trustee,] [added: successor trustee](http://www.sec.gov/Archives/edgar/data/1324404/000110465914018243/a14-7194_5ex4d2.htm)[,] relating to CF Industries, Inc.’s 5.150% Senior Notes due 2034 (includes form of note) (the “2034 Notes Supplement”) (incorporated by reference to Exhibit 4.2 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on March 11, 2014)](http://www.sec.gov/Archives/edgar/data/1324404/000110465914018243/a14-7194_5ex4d2.htm) | | |

| [removed: [4.15](https://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex414.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex414.htm)[0](https://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex414.htm)] | | | | | | [First Supplement, dated as of November 21, 2016, relating to the 2034 Notes Supplement (incorporated by reference to Exhibit 4.14 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 23, 2017)](http://www.sec.gov/Archives/edgar/data/1324404/000132440417000007/cf-12312016xex414.htm) | | |

| [removed: [4.16](https://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex44.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex44.htm)[1](https://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex44.htm)] | | | | | | [Second Supplement, dated as of March 29, 2018, relating to the 2034 Notes Supplement (incorporated by reference to Exhibit 4.4 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2018)](http://www.sec.gov/Archives/edgar/data/1324404/000132440418000013/cf-03312018xex44.htm) | | |

| [removed: [4.17](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex44.htm)] [added: [4.1](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex44.htm)[2](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex44.htm)] | | | | | | [Third Supplement, dated as of March 22, 2019, relating to the 2034 Notes Supplement (incorporated by reference to Exhibit 4.4 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 2, 2019)](http://www.sec.gov/Archives/edgar/data/1324404/000132440419000012/cf-03312019xex44.htm) | | |

| [removed: [4.18](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-3.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-5.htm)[1](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-5.htm)[8](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-5.htm)] | | | | | | [Fourth Supplement, dated as of January [removed: 28,] [added: 31,] 2022, relating to the [removed: 2034] [added: 2044] Notes Supplement (incorporated by reference to Exhibit [removed: 4.3] [added: 4.5] to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 1, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-3.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/1324404/000110465922010325/tm224733d1_ex4-5.htm)] | | |