Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

CF Industries Holdings, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of CF Industries Holdings, Inc. and subsidiaries (the Company) as of December 31, 2023 and 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, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 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, 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 22, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

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

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

Critical Audit Matters

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

Measurements of projected benefit obligations

As discussed in Note 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 $292 million and $367 million, respectively, as of December 31, 2023. 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. Determining the PBO requires the Company to make assumptions, including the selection of a discount rate for each of the North America and United Kingdom plans.

We identified the evaluation of the Company’s measurements of the PBO as a critical audit matter. Specialized skills were needed to evaluate the discount rates utilized in the measurement of the PBO for each of the North America and United Kingdom plans. In addition, subjective auditor judgment was required to evaluate these discount rates, as minor changes to these discount rates could have a significant impact on the PBO.

CF INDUSTRIES HOLDINGS, INC.

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

developing an understanding and assessing the methods used by the Company’s actuaries to develop the discount rates
evaluating the relevance and reliability of information used by the Company’s actuaries in the development of the discount rates
evaluating the change in North America discount rates period over period using market trends based on published yield curves and indices
recalculating the Company’s discount rate for the North America plans using the PBO cash flows and the Company’s actuaries’ proprietary yield curve for the North America discount rates
independently developing a single equivalent discount rate for the North America plans using the PBO cash flows and publicly available yield curves for pension plans in North America, and comparing that to the Company’s selected discount rates for the North America plans
evaluating discount rates using 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 United Kingdom pension plans, and comparing those to the Company’s selected discount rates for the United Kingdom plans.

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:

Customer relationships:

Forecasted product selling prices
Projected natural gas costs
Discount rate

Supply Contract liability:

Forecasted product selling prices

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s 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.

CF INDUSTRIES HOLDINGS, INC.

(signed) KPMG LLP

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

Chicago, Illinois

February 22, 2024

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS


	Year ended December 31,
	2023		2022		2021
	(in millions, except per share amounts)
Net sales	$	6,631	$	11,186	$	6,538
Cost of sales	4,086		5,325		4,151
Gross margin	2,545		5,861		2,387
Selling, general and administrative expenses	289		290		223
U.K. goodwill impairment	—		—		285
U.K. long-lived and intangible asset impairment	—		239		236
U.K. operations restructuring	10		19		—
Acquisition and integration costs	39		—		—
Other operating—net	(31)		10		(39)
Total other operating costs and expenses	307		558		705

Equity in (loss) earnings of operating affiliate	(8)		94		47
Operating earnings	2,230		5,397		1,729
Interest expense	150		344		184

Interest income	(158)		(65)		(1)
Loss on debt extinguishment	—		8		19
Other non-operating—net	(10)		15		(16)
Earnings before income taxes	2,248		5,095		1,543
Income tax provision	410		1,158		283

Net earnings	1,838		3,937		1,260
Less: Net earnings attributable to noncontrolling interest	313		591		343
Net earnings attributable to common stockholders	$	1,525	$	3,346	$	917
Net earnings per share attributable to common stockholders:
Basic	$	7.89	$	16.45	$	4.27
Diluted	$	7.87	$	16.38	$	4.24
Weighted-average common shares outstanding:
Basic	193.3		203.3		215.0
Diluted	193.8		204.2		216.2

See Accompanying Notes to Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Year ended December 31,
	2023		2022		2021
	(in millions)
Net earnings	$	1,838	$	3,937	$	1,260
Other comprehensive income:
Foreign currency translation adjustment—net of taxes	33		(38)		3
Derivatives—net of taxes	—		(1)		—

Defined benefit plans—net of taxes	(12)		66		60
	21		27		63
Comprehensive income	1,859		3,964		1,323
Less: Comprehensive income attributable to noncontrolling interest	313		591		343
Comprehensive income attributable to common stockholders	$	1,546	$	3,373	$	980

See Accompanying Notes to Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS


	December 31,
	2023		2022
	(in millions, except share and per share amounts)
Assets
Current assets:
Cash and cash equivalents	$	2,032	$	2,323

Accounts receivable—net	505		582
Inventories	299		474

Prepaid income taxes	167		215

Other current assets	47		79
Total current assets	3,050		3,673
Property, plant and equipment—net	7,141		6,437
Investment in affiliate	26		74
Goodwill	2,495		2,089
Intangible assets—net	538		15
Operating lease right-of-use assets	259		254
Other assets	867		771
Total assets	$	14,376	$	13,313
Liabilities and Equity
Current liabilities:

Accounts payable and accrued expenses	$	520	$	575
Income taxes payable	12		3
Customer advances	130		229
Current operating lease liabilities	96		93

Other current liabilities	42		95
Total current liabilities	800		995
Long-term debt	2,968		2,965
Deferred income taxes	999		958
Operating lease liabilities	168		167

Supply contract liability	754		—
Other liabilities	314		375
Equity:
Stockholders’ equity:
Preferred stock—$0.01 par value, 50,000,000 shares authorized	—		—
Common stock—$0.01 par value, 500,000,000 shares authorized, 2023—188,188,401 shares issued and 2022—195,604,404 shares issued	2		2
Paid-in capital	1,389		1,412
Retained earnings	4,535		3,867

Accumulated other comprehensive loss	(209)		(230)
Total stockholders’ equity	5,717		5,051
Noncontrolling interest	2,656		2,802
Total equity	8,373		7,853
Total liabilities and equity	$	14,376	$	13,313

See Accompanying Notes to Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY


	Common Stockholders
	$0.01 Par Value Common Stock		Treasury Stock		Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity		Noncontrolling Interest		Total Equity
	(in millions)
Balance as of December 31, 2020	$	2	$	(4)	$	1,317	$	1,927	$	(320)	$	2,922	$	2,681	$	5,603



Net earnings	—		—		—		917		—		917		343		1,260
Other comprehensive income	—		—		—		—		63		63		—		63
Purchases of treasury stock	—		(540)		—		—		—		(540)		—		(540)
Retirement of treasury stock	—		554		(58)		(496)		—		—		—		—
Acquisition of treasury stock under employee stock plans	—		(13)		—		—		—		(13)		—		(13)
Issuance of $0.01 par value common stock under employee stock plans	—		1		65		—		—		66		—		66

Stock-based compensation expense	—		—		30		—		—		30		—		30

Cash dividends ($1.20 per share)	—		—		—		(260)		—		(260)		—		(260)


Deferred tax related to noncontrolling interest	—		—		21		—		—		21		—		21
Distributions declared to noncontrolling interest	—		—		—		—		—		—		(194)		(194)

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



Net earnings	—		—		—		3,346		—		3,346		591		3,937
Other comprehensive income	—		—		—		—		27		27		—		27
Purchases of treasury stock	—		(1,346)		—		—		—		(1,346)		—		(1,346)
Retirement of treasury stock	—		1,370		(109)		(1,261)		—		—		—		—
Acquisition of treasury stock under employee stock plans	—		(23)		—		—		—		(23)		—		(23)
Issuance of $0.01 par value common stock under employee stock plans	—		1		105		—		—		106		—		106

Stock-based compensation expense	—		—		41		—		—		41		—		41

Cash dividends ($1.50 per share)	—		—		—		(306)		—		(306)		—		(306)



Distributions declared to noncontrolling interest	—		—		—		—		—		—		(619)		(619)

Balance as of December 31, 2022	$	2	$	—	$	1,412	$	3,867	$	(230)	$	5,051	$	2,802	$	7,853
Net earnings	—		—		—		1,525		—		1,525		313		1,838
Other comprehensive income	—		—		—		—		21		21		—		21
Purchases of treasury stock	—		(585)		—		—		—		(585)		—		(585)
Retirement of treasury stock	—		605		(59)		(546)		—		—		—		—
Acquisition of treasury stock under employee stock plans	—		(22)		—		—		—		(22)		—		(22)
Issuance of $0.01 par value common stock under employee stock plans	—		2		(1)		—		—		1		—		1

Stock-based compensation expense	—		—		37		—		—		37		—		37

Cash dividends ($1.60 per share)	—		—		—		(311)		—		(311)		—		(311)



Distributions declared to noncontrolling interest	—		—		—		—		—		—		(459)		(459)

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

See Accompanying Notes to Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year ended December 31,
	2023		2022		2021
	(in millions)
Operating Activities:
Net earnings	$	1,838	$	3,937	$	1,260
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	869		850		888
Deferred income taxes	81		(107)		(196)
Stock-based compensation expense	37		41		30
Loss on debt extinguishment	—		8		19
Unrealized net (gain) loss on natural gas derivatives	(39)		41		25
Impairment of equity method investment in PLNL	43		—		—
(Gain) loss on embedded derivative	—		(14)		1

U.K. goodwill impairment	—		—		285
U.K. long-lived and intangible asset impairment	—		239		236
Pension settlement loss and curtailment gains	—		17		—
Gain on sale of emission credits	(39)		(6)		(49)

Loss on disposal of property, plant and equipment	4		2		3
Undistributed losses (earnings) of affiliate—net of taxes	3		(1)		(6)
Changes in assets and liabilities, net of acquisition:
Accounts receivable—net	100		(110)		(235)
Inventories	152		(93)		(123)
Accrued and prepaid income taxes	(44)		(227)		94
Accounts payable and accrued expenses	(88)		1		142
Customer advances	(100)		(471)		570

Other—net	(60)		(252)		(71)
Net cash provided by operating activities	2,757		3,855		2,873
Investing Activities:
Additions to property, plant and equipment	(499)		(453)		(514)
Proceeds from sale of property, plant and equipment	1		1		1

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



Distributions received from unconsolidated affiliate	—		6		—

Purchase of investments held in nonqualified employee benefit trust	(1)		(1)		(13)
Proceeds from sale of investments held in nonqualified employee benefit trust	1		1		12
Purchase of emission credits	(2)		(9)		(10)
Proceeds from sale of emission credits	39		15		58

Other—net	5		—		—
Net cash used in investing activities	(1,679)		(440)		(466)
Financing Activities:

Payments of long-term borrowings	—		(507)		(518)


Payment to CHS related to credit provision	—		—		(5)
Financing fees	(2)		(4)		—
Dividends paid on common stock	(311)		(306)		(260)
Distributions to noncontrolling interest	(459)		(619)		(194)
Purchases of treasury stock	(580)		(1,347)		(539)




Proceeds from issuances of common stock under employee stock plans	2		106		64
Cash paid for shares withheld for taxes	(22)		(23)		(11)




Net cash used in financing activities	(1,372)		(2,700)		(1,463)
Effect of exchange rate changes on cash and cash equivalents	3		(20)		1
(Decrease) increase in cash and cash equivalents	(291)		695		945
Cash and cash equivalents at beginning of period	2,323		1,628		683
Cash and cash equivalents at end of period	$	2,032	$	2,323	$	1,628

See Accompanying Notes to Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Background and Basis of Presentation

Our mission is to provide clean energy to feed and fuel the world sustainably. With our employees focused on safe and reliable operations, environmental stewardship, and disciplined capital and corporate management, we are on a path to decarbonize our ammonia production network – the world’s largest – to enable green and low-carbon hydrogen and nitrogen products for energy, fertilizer, emissions abatement and other industrial activities. Our nitrogen manufacturing complexes in the United States, Canada and the United Kingdom, an extensive storage, transportation and distribution network in North America, and logistics capabilities enabling a global reach underpin our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy. Our principal customers are cooperatives, independent fertilizer distributors, traders, wholesalers and industrial users. Our core product is anhydrous ammonia (ammonia), which contains 82% nitrogen and 18% hydrogen. Our nitrogen products that are upgraded from ammonia are granular urea, urea ammonium nitrate solution (UAN) and ammonium nitrate (AN). Our other nitrogen products include diesel exhaust fluid (DEF), urea liquor, nitric acid and aqua ammonia, which are sold primarily to our industrial customers.

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.

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

Our principal assets as of December 31, 2023 include:

six U.S. nitrogen manufacturing facilities, located in Donaldsonville, Louisiana; Sergeant Bluff, Iowa (our Port Neal complex); Yazoo City, Mississippi; Claremore, Oklahoma (our Verdigris complex); Woodward, Oklahoma; and Waggaman, Louisiana. 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 19—Noncontrolling Interest for additional information on our strategic venture with CHS;
two Canadian nitrogen manufacturing facilities, located in Medicine Hat, Alberta and Courtright, Ontario;
a United Kingdom nitrogen manufacturing facility, located in Billingham;
an extensive system of terminals and associated transportation equipment located primarily in the Midwestern United States; and
a 50% interest in Point Lisas Nitrogen Limited (PLNL), an ammonia production joint venture located in the Republic of Trinidad and Tobago (Trinidad) that we account for under the equity method.

2. Summary of Significant Accounting Policies

Consolidation and Noncontrolling Interest

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

We own approximately 89% of the membership interests in CFN and consolidate CFN in our financial statements. CHS’ minority equity interest in CFN is included in noncontrolling interest in our consolidated financial statements. See Note 19—Noncontrolling Interest for additional information.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Such estimates and assumptions are used for, but are not limited to, net realizable value of inventories, environmental remediation liabilities, environmental and litigation contingencies, plant closure and asset retirement obligations, the cost of emission credits required

CF INDUSTRIES HOLDINGS, INC.

to meet environmental regulations, the cost of customer incentives, the fair values utilized in the allocation of purchase price in an acquisition, useful lives of property and identifiable intangible assets, the evaluation of potential impairments of property, investments, identifiable intangible assets and goodwill, income tax reserves and the assessment of the realizability of deferred tax assets, measurement of the fair values of investments for which markets are not active, the determination of the funded status and annual expense of defined benefit pension and other postretirement plans and the valuation of stock-based compensation awards granted to employees.

Revenue Recognition

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

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

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

Cash and Cash Equivalents

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

Investments

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

Inventories

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

Investment in Unconsolidated Affiliate

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

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

CF INDUSTRIES HOLDINGS, INC.

See Note 10—Equity Method Investment for additional information.

Property, Plant and Equipment

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


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

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

Scheduled inspections, replacements and overhauls of plant machinery and equipment at our continuous process manufacturing facilities during a full plant shutdown are referred to as plant turnarounds. Plant turnarounds are accounted for under the deferral method, as opposed to the direct expense or built-in overhaul methods. Under the deferral method, expenditures related to turnarounds are capitalized in property, plant and equipment when incurred and amortized to production costs on a straight-line basis over the period benefited, which is until the next scheduled turnaround in up to five years. If the direct expense method were used, all turnaround costs would be expensed as incurred. Internal employee costs and overhead amounts are not considered turnaround costs and are not capitalized. Turnaround costs are classified as investing activities and included in capital expenditures in our consolidated statements of cash flows. See Note 8—Property, Plant and Equipment—Net for additional information.

Recoverability of Long-Lived Assets

We review property, plant and equipment and other long-lived assets at the asset group level in order to assess recoverability based on expected future undiscounted cash flows whenever events or circumstances indicate that the carrying value may not be recoverable. If the sum of the expected future net undiscounted cash flows is less than the carrying value, an impairment loss would be recognized. The impairment loss is measured as the amount by which the carrying value exceeds the fair value of the asset. For property, plant and equipment that is planned for abandonment, we first consider a market or income-based valuation method. In situations where a secondary market does not exist and the assets have been idled and planned for abandonment and therefore will not generate future cash flows from operations, we estimate a salvage value for those assets. See Note 7—United Kingdom Operations Restructuring and Impairment Charges and Note 8—Property, Plant and Equipment—Net for additional information.

Goodwill

Goodwill represents the excess of the purchase price of an acquired entity over the amounts assigned to the assets acquired and liabilities assumed. Goodwill is not amortized, but is reviewed for impairment annually or more frequently whenever events or circumstances indicate that the carrying value may not be recoverable. We perform our annual goodwill impairment review in the fourth quarter of each year at the reporting unit level. Our evaluation generally begins with a qualitative assessment of the factors that could impact the significant inputs used to estimate fair value. If after performing the qualitative assessment, we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, then no further analysis is necessary. However, if the results of the qualitative test are unclear, we perform a quantitative test, which involves comparing the fair value of a reporting unit with its carrying amount, including goodwill. We use an income-based valuation method, determining the present value of future cash flows, to estimate the fair value of a reporting unit. If the fair value of a reporting unit exceeds its carrying amount, no further analysis is necessary. If the fair value of the reporting unit is less than its carrying amount, goodwill impairment would be recognized equal to the amount of the carrying value in excess of the reporting unit’s fair value, limited to the total amount of goodwill allocated to the reporting unit. See Note 9—Goodwill and Other Intangible Assets for additional information regarding our goodwill.

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Leases

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

Leases may be classified as either operating leases or finance leases. We have made an accounting policy election to not include leases with an initial term of 12 months or less on the balance sheet. For finance leases, if any, ROU assets are amortized over the lease term on a straight-line basis and interest expense is recognized using the effective interest method and based on the lease liability at period end. For operating leases, rental payments, including rent holidays, leasehold incentives, and scheduled rent increases are expensed on a straight-line basis. Leasehold improvements are amortized over the shorter of the depreciable lives of the corresponding fixed assets or the lease term including any applicable renewals. For our rail car leases, barge tow charters, and terminal and warehouse storage agreements, we have made an accounting policy election to not separate lease and non-lease components, such as operating costs and maintenance, due to sufficient data not being available. As a result, the non-lease components are included in the ROU assets and lease liabilities on our consolidated balance sheet. See Note 25—Leases for additional information.

Income Taxes

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

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

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

See Note 12—Income Taxes for additional information.

Customer Advances

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

Derivative Financial Instruments

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

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

See Note 17—Derivative Financial Instruments for additional information.

CF INDUSTRIES HOLDINGS, INC.

Debt Issuance Costs

Costs associated with the issuance of debt are recorded on the balance sheet as a direct deduction from the carrying amount of the related debt liability. Costs associated with entering into revolving credit facilities are recorded as an asset in noncurrent assets. All debt issuance costs are amortized over the term of the related debt using the effective interest rate method. Debt issuance discounts are netted against the related debt and are amortized over the term of the debt using the effective interest method. See Note 14—Financing Agreements for additional information.

Environmental

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

Emission Credits

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

Stock-based Compensation

We grant stock-based compensation awards under our equity and incentive plans. The awards that have been granted to date are nonqualified stock options, restricted stock awards, restricted stock units and performance restricted stock units. The cost of employee services received in exchange for the awards is measured based on the fair value of the award on the grant date and is recognized as expense on a straight-line basis over the period during which the employee is required to provide the services. We have elected to recognize equity award forfeitures as they occur in determining the compensation cost to be recognized in each period. See Note 21—Stock-based Compensation for additional information.

Treasury Stock

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

Litigation

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

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

CF INDUSTRIES HOLDINGS, INC.

Foreign Currency Translation and Remeasurement

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

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

3. New Accounting Standards

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU is intended to improve reportable segment disclosures through enhanced disclosures about significant segment expenses. The guidance in this ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact that our adoption of this ASU will have on the disclosures in our consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU adds new guidance that further enhances income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact that our adoption of this ASU will have on the disclosures in our consolidated financial statements.

4. Revenue Recognition

Our performance obligations under a customer contract correspond to each shipment of product that we make to our customer under the contract. As a result, each contract may have more than one performance obligation based on the number of products ordered, the quantity of product to be shipped and the mode of shipment requested by the customer. When we enter into a contract with a customer, we are obligated to provide the product in that contract during a mutually agreed upon time period. Depending on the terms of the contract, either we or the customer arranges delivery of the product to the customer’s intended destination. When we arrange delivery of the product and control of the product transfers upon loading, we recognize freight revenue, which was $92 million for 2023, $91 million for 2022, and not material for 2021.

Certain of our contracts require us to supply products on a continuous basis to the customer. We recognize revenue on these contracts based on the quantity of products transferred to the customer during the period. For 2023, 2022 and 2021, the total amount of revenue for these contracts was $61 million, $65 million and $92 million, respectively.

From time to time, we will enter the marketplace to purchase product in order to satisfy the obligations of our customer contracts. When we purchase product for this purpose, we are the principal in the transaction and recognize revenue on a gross basis. As discussed in Note 10—Equity Method Investment, we have transactions in the normal course of business with PLNL, reflecting our obligation to purchase 50% of the ammonia produced by PLNL at current market prices. Other than products purchased from PLNL, products purchased in the marketplace in order to satisfy the obligations of our customers were not material during 2023 and 2022, and $68 million for 2021.

Transaction Price

We agree with our customers on the selling price of each transaction. This transaction price is generally based on the product, market conditions, including supply and demand balances, freight arrangements including where control transfers, and customer incentives. In our contracts with customers, we allocate the entire transaction price to the sale of product to the customer, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax, value added tax, and other tax we collect concurrently with our revenue-producing activities are excluded from revenue. Returns of our product by our customers are permitted only when the product is not to specification. Returns were not material during 2023, 2022 or 2021.

We offer cash incentives to certain customers generally based on the volume of their purchases over the fertilizer year ending June 30. Our cash incentives do not provide an option to the customer for additional product. Accrual of these incentives involves the use of estimates, including how much product the customer will purchase and whether the customer will achieve a

CF INDUSTRIES HOLDINGS, INC.

certain level of purchases within the incentive period. The balances of customer incentives accrued at December 31, 2023 and 2022 were not material.

Revenue Disaggregation

We track our revenue by product and by geography. See Note 22—Segment Disclosures for our revenue by reportable segment, which are Ammonia, Granular Urea, UAN, AN and Other. The following table summarizes our revenue by product and by geography (based on destination of our shipment) for 2023, 2022 and 2021:


	Ammonia		Granular Urea		UAN		AN		Other		Total
	(in millions)
Year ended December 31, 2023
North America	$	1,387	$	1,767	$	1,646	$	253	$	486	$	5,539
Europe and other	292		56		422		244		78		1,092
Total revenue	$	1,679	$	1,823	$	2,068	$	497	$	564	$	6,631

Year ended December 31, 2022
North America	$	2,659	$	2,722	$	2,930	$	294	$	605	$	9,210
Europe and other	431		170		642		551		182		1,976
Total revenue	$	3,090	$	2,892	$	3,572	$	845	$	787	$	11,186

Year ended December 31, 2021
North America	$	1,575	$	1,880	$	1,667	$	212	$	400	$	5,734
Europe and other	212		—		121		298		173		804
Total revenue	$	1,787	$	1,880	$	1,788	$	510	$	573	$	6,538

Accounts Receivable and Customer Advances

Our customers purchase our products through sales on credit or forward sales. Products sold to our customers on credit are recorded as accounts receivable when the customer obtains control of the product. Customers that purchase our products on credit are required to pay in accordance with our customary payment terms, which are generally less than 30 days. For 2023, 2022 and 2021, the amount of customer bad debt expense recognized was not material.

For forward sales, the customer prepays a portion of the value of the sales contract prior to obtaining control of the product. These prepayments, when received, are recorded as customer advances and are recognized as revenue when the customer obtains control of the product. Forward sales are customarily offered for periods of less than one year in advance of when the customer obtains control of the product. As of December 31, 2023 and 2022, we had $130 million and $229 million, respectively, in customer advances on our consolidated balance sheets. The decrease in the balance of customer advances was due primarily to lower average selling prices in 2023 compared to 2022. During 2023, all of our customer advances that were recorded as of December 31, 2022 were recognized as revenue.

We have certain customer contracts with performance obligations where if the customer does not take the required amount of product specified in the contract, then the customer is required to make a payment to us, the amount of which payment may vary based upon the terms and conditions of the applicable contract. As of December 31, 2023, excluding contracts with original durations of less than one year, and based on the minimum product tonnage to be sold and current market price estimates, our remaining performance obligations under these contracts were approximately $2.5 billion. We expect to recognize approximately 28% of these performance obligations as revenue in 2024, approximately 17% as revenue during 2025-2027, approximately 14% as revenue during 2028-2030, and the remainder as revenue thereafter. Subject to the terms and conditions of the applicable contracts, if these customers do not satisfy their purchase obligations under such contracts, the minimum amount that they would be required to pay to us under such contracts, in the aggregate, was approximately $1.3 billion as of December 31, 2023. Other than the performance obligations described above, any performance obligations with our customers that were unfulfilled or partially filled at December 31, 2023 will be satisfied in 2024.

All of our contracts require that the period between the payment for goods and the transfer of those goods to the customer occur within normal contractual terms that do not exceed one year; therefore, we have elected the practical expedient and not adjusted the transaction price of any of our contracts to recognize a significant financing component. We have also elected the practical expedient to not capitalize any incremental costs associated with obtaining a contract that has a duration of less than one year, and there were no costs capitalized during 2023, 2022 or 2021.

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5. Net Earnings Per Share

Net earnings per share were computed as follows:


	Year ended December 31,
	2023		2022		2021
	(in millions, except per share amounts)
Net earnings attributable to common stockholders	$	1,525	$	3,346	$	917
Basic earnings per common share:
Weighted-average common shares outstanding	193.3		203.3		215.0
Net earnings attributable to common stockholders	$	7.89	$	16.45	$	4.27
Diluted earnings per common share:
Weighted-average common shares outstanding	193.3		203.3		215.0
Dilutive common shares—stock-based awards	0.5		0.9		1.2
Diluted weighted-average common shares outstanding	193.8		204.2		216.2
Net earnings attributable to common stockholders	$	7.87	$	16.38	$	4.24

Diluted earnings per common share is calculated using weighted-average common shares outstanding, including the dilutive effect of stock-based awards as determined under the treasury stock method. In the computation of diluted earnings per common share, potentially dilutive stock-based awards are excluded if the effect of their inclusion is anti-dilutive. Shares for anti-dilutive stock-based awards not included in the computation of diluted earnings per common share were zero for the years ended December 31, 2023 and 2022 and 0.9 million for the year ended December 31, 2021.

6. Acquisition of Waggaman Ammonia Production 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. Our acquisition of the Waggaman facility is intended to expand our ammonia manufacturing and distribution capacity, including our ability to enable low-carbon ammonia production.

In connection with the acquisition, 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 (the Supply Contract). Under the terms of the asset purchase agreement, $425 million of the purchase price of $1.675 billion, 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.

The consideration transferred reflects an estimated net working capital adjustment and other adjustments to the purchase price, which is subject to further adjustment pursuant to the terms of the asset purchase agreement. We expect any further purchase price adjustments required under the asset purchase agreement will be completed in 2024.

In connection with the Waggaman acquisition, we incurred $36 million of acquisition-related costs in 2023, which are included in acquisition and integration costs in our consolidated statement of operations.

We accounted for the acquisition as a business combination. The following table summarizes the preliminary allocation of the acquisition date fair value of the consideration transferred to the assets acquired and liabilities assumed. The estimated fair value of the assets acquired and liabilities assumed is based on the estimated net realizable value for inventory, a replacement cost approach for property, plant and equipment and the income approach for intangible assets and the Supply Contract liability. Final determination of the fair values may result in adjustments to the amounts presented below due primarily to customary post-closing purchase price adjustment procedures specified under the terms of the asset purchase agreement, as discussed above.

CF INDUSTRIES HOLDINGS, INC.


		Preliminary Valuation(1)
		(in millions)
Assets acquired and liabilities assumed
	Current assets	$	37
	Property, plant and equipment	1,022
	Goodwill	406
	Other assets	539
	Total assets acquired	2,004

	Current liabilities	18
	Supply Contract liability	757
	Other liabilities	6
	Total liabilities assumed	781
Total net assets acquired		$	1,223

(1)The purchase price related to the acquisition was initially allocated based on the information available at the acquisition date.

Current assets acquired included accounts receivable of $32 million and inventory of $5 million. The acquired property, plant and equipment will be depreciated over a period consistent with our existing fixed assets depreciation policy.

The acquisition resulted in the recognition of $406 million of goodwill, which is recognized in our ammonia segment. Goodwill arising from the acquisition is expected to be deductible for tax reporting purposes. Other assets acquired included intangible assets of $526 million, including $455 million of customer relationships and $71 million related to a favorable personal property tax agreement. The acquired intangible assets will be amortized over a period consistent with our existing intangible asset amortization policy. See Note 9—Goodwill and Other Intangible Assets, for additional information related to goodwill and the acquired intangible assets.

In addition, the terms of the Supply Contract were determined to be unfavorable compared to market as of the acquisition date. As a result, we recorded an intangible liability, reflected as Supply Contract liability in the table above, with an acquisition date fair value of $757 million, which will be amortized to net sales over the estimated life of the Supply Contract of 25 years.

Financial results of the Waggaman facility are included in our consolidated statement of operations from the acquisition date of December 1, 2023. For the year ended December 31, 2023, the amount of net sales and net earnings of the Waggaman facility included in our consolidated statement of operations was $28 million and $7 million, respectively.

Estimates utilized in determining the fair value of acquired assets and assumed liabilities

The valuation of the assets acquired and liabilities assumed as a result of our acquisition of the Waggaman ammonia production facility on December 1, 2023, required us to make significant estimates and assumptions.

We estimated the fair value of the customer relationships of $455 million using the multi-period excess earnings method of the income approach, which incorporated the estimated future cash flows associated with the net earnings attributable to the acquired customer relationships. The estimated future cash flows were discounted to their present value using an appropriate risk-adjusted discount rate from the perspective of a market participant. Key assumptions used in estimating future cash flows include forecasted product selling prices, future production and sales volumes, probability of renewal, projected natural gas costs, operating rates, operating expenses, inflation, tax rates, capital spending, and contributory asset charges, among other factors. The discount rate utilized in estimating the fair value of the customer relationships was 9.0% and was derived using a capital asset pricing model and publicly available data for comparable companies to estimate the cost of equity financing. We used Moody’s Baa corporate bonds as a benchmark to estimate the cost of debt. Additional assumptions utilized in the valuation of the customer relationships included the duration of the forecasted cash flows and the tax amortization benefit, among other factors.

The terms of the Supply Contract were determined to be unfavorable compared to market as of the acquisition date. Therefore, we estimated the fair value of the Supply Contract liability of $757 million using the with and without method of the income approach. This method included estimating the future cash flows by applying both a market price and the contract price in determining the respective forecasted sales. The difference in the estimated future cash flows using the resulting forecasted

CF INDUSTRIES HOLDINGS, INC.

sales was then discounted to present value at the date of acquisition using an appropriate risk-adjusted discount rate from the perspective of a market participant. Key assumptions used in estimating future cash flows include forecasted product selling price, specifically the market price in excess of the contract price, future production and sales volumes, probability of renewal, and inflation, among other factors. The discount rate utilized in estimating the fair value of the Supply Contract liability was 6.2% and was derived based on the historical cost of our issued debt and treasury and corporate bond yields as of the acquisition date. Additional assumptions utilized in the valuation of the Supply Contract liability included the duration of the forecasted cash flows, among other factors.

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

7. United Kingdom Operations Restructuring and Impairment Charges

2021 Impairment

During the third quarter of 2021, the United Kingdom began experiencing an energy crisis that included a substantial increase in the price of natural gas. In the first half of 2021, natural gas prices had increased to levels that were considered high compared to historical prices, and prices then more than doubled within the third quarter of 2021. On September 15, 2021, we announced the halt of operations at both our Ince and Billingham manufacturing facilities in the United Kingdom due to negative profitability driven by the high cost of natural gas. Shortly thereafter, our Billingham facility resumed operations.

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

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

For the full year ended December 31, 2021, these evaluations resulted in total impairment charges of $521 million, consisting of goodwill impairment of $285 million and long-lived and intangible asset impairment of $236 million, of which $50 million related to definite-lived intangible assets. As of December 31, 2021, no goodwill related to our U.K. reporting units remained.

2022 Impairment and Restructuring

During the first quarter of 2022, we concluded that the continued impacts of the U.K. energy crisis, including further increases and volatility in natural gas prices due in part to geopolitical events as a result of Russia’s invasion of Ukraine in February 2022, triggered an additional long-lived asset impairment test. The results of this test indicated that no additional long-lived asset impairment existed, as the undiscounted estimated future cash flows were in excess of the carrying values for each of the U.K. asset groups.

In the second quarter of 2022, we approved and announced our proposed plan to restructure our U.K. operations, including the planned permanent closure of the Ince facility, which had been idled since September 2021, and optimization of the remaining manufacturing operations at our Billingham facility. Pursuant to our proposed plan to restructure our U.K. operations and dispose of the Ince facility assets before we originally intended, we concluded that an evaluation of our long-lived assets and an additional impairment test was required. Our assessment then identified the U.K. asset groups as U.K. Ammonia, U.K. AN and U.K. Other, comprising our ongoing U.K. operations, and Ince, U.K. In response to this impairment indicator, we compared the undiscounted cash flows expected to result from the use and eventual disposition of the Ince, U.K. asset group to its carrying amount and concluded the carrying amount was not recoverable and should be adjusted to its fair value. As a result, in the second quarter of 2022, we recorded total charges of $162 million related to the Ince facility as follows:

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

CF INDUSTRIES HOLDINGS, INC.

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

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

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

and

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

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

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

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

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

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

See Note 8—Property, Plant and Equipment—Net, Note 9—Goodwill and Other Intangible Assets and Note 24—Asset Retirement Obligations for additional information.

Assumptions in the impairment evaluations

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

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

CF INDUSTRIES HOLDINGS, INC.

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

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

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

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

2023 Restructuring

In July 2023, we approved and announced our proposed plan to permanently close the ammonia plant at our Billingham complex, and, in September 2023, the final plan was approved. As a result, in 2023, we recognized total charges of $10 million consisting primarily of the recognition of an asset retirement obligation and post-employment benefits related to contractual and statutory obligations due to employees whose employment would be terminated.

8. Property, Plant and Equipment—Net

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


	December 31,
	2023		2022
	(in millions)
Land	$	114	$	113
Machinery and equipment	13,716		12,633
Buildings and improvements	1,020		914
Construction in progress	394		203
Property, plant and equipment(1)	15,244		13,863
Less: Accumulated depreciation and amortization	8,103		7,426
Property, plant and equipment—net	$	7,141	$	6,437

(1)As of December 31, 2023 and 2022, we had property, plant and equipment that was accrued but unpaid of approximately $68 million and $53 million, respectively.

Depreciation and amortization related to property, plant and equipment was $861 million, $838 million and $871 million in 2023, 2022 and 2021, respectively.

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

CF INDUSTRIES HOLDINGS, INC.

In the third quarter of 2022, the United Kingdom continued to experience extremely high and volatile natural gas prices. Given the increase in the price of natural gas in the United Kingdom and the lack of a corresponding increase in global nitrogen product market prices, in September 2022, we temporarily idled ammonia production at our Billingham complex. As a result, we concluded that an additional impairment test was triggered for the asset groups that comprise the continuing U.K. operations. The results of our impairment test indicated that the carrying values for our U.K. Ammonia and U.K. AN asset groups exceeded the undiscounted estimated future cash flows. As a result, we recognized asset impairment charges of $87 million, of which $69 million related to property, plant and equipment, consisting of $57 million related to machinery and equipment and $12 million related to construction in progress. See Note 7—United Kingdom Operations Restructuring and Impairment Charges for additional information.

Plant turnarounds—Scheduled inspections, replacements and overhauls of plant machinery and equipment at our continuous process manufacturing facilities during a full plant shutdown are referred to as plant turnarounds. The expenditures related to turnarounds are capitalized in property, plant and equipment when incurred.

Scheduled replacements and overhauls of plant machinery and equipment during a plant turnaround include the dismantling, repair or replacement and installation of various components including piping, valves, motors, turbines, pumps, compressors and heat exchangers and the replacement of catalysts when a full plant shutdown occurs. Scheduled inspections, including required safety inspections which entail the disassembly of various components such as steam boilers, pressure vessels and other equipment requiring safety certifications, are also conducted during full plant shutdowns. Internal employee costs and overhead amounts are not considered turnaround costs and are not capitalized.

The following is a summary of capitalized plant turnaround costs:


	Year ended December 31,
	2023		2022		2021
	(in millions)
Net capitalized turnaround costs as of January 1	$	312	$	355	$	226
Additions	165		118		250
Depreciation	(138)		(134)		(121)
Impairment related to U.K. operations	—		(21)		—
Acquisition of Waggaman ammonia production facility	16		—		—
Effect of exchange rate changes and other	(3)		(6)		—
Net capitalized turnaround costs as of December 31	$	352	$	312	$	355

9. Goodwill and Other Intangible Assets

Goodwill

The following table shows the carrying amount of goodwill by reportable segment as of December 31, 2023 and 2022:


	Ammonia		Granular Urea		UAN		AN		Other		Total
	(in millions)
Balance as of December 31, 2022	$	577	$	828	$	576	$	69	$	39	$	2,089
Acquisition(1)	406		—		—		—		—		406

Balance as of December 31, 2023	$	983	$	828	$	576	$	69	$	39	$	2,495

(1)See Note 6—Acquisition of Waggaman Ammonia Production Facility for additional information.

Goodwill is not amortized, but is reviewed for impairment annually in the fourth quarter or more frequently whenever events or circumstances indicate that the carrying value may not be recoverable. During the third quarter of 2021, in light of the unprecedented increase in natural gas prices in the United Kingdom and its estimated impact on our U.K. operations, we identified a triggering event indicating possible impairment of goodwill within our U.K. Ammonia, U.K. AN and U.K. Other reporting units. Due to the triggering event, we performed an interim quantitative goodwill impairment analysis as of September 30, 2021 for our U.K. Ammonia, U.K. AN and U.K. Other reporting units. We estimated the fair value of the reporting units using the income approach described in Note 7—United Kingdom Operations Restructuring and Impairment Charges. Based on the evaluation performed, we determined that the carrying value of all three reporting units exceeded their

CF INDUSTRIES HOLDINGS, INC.

fair value, which resulted in a goodwill impairment charge totaling $259 million in the third quarter of 2021. The goodwill impairment was calculated as the amount that the carrying value of the reporting unit, including any goodwill, exceeded its fair value, limited to the total amount of goodwill allocated to the reporting unit.

In the fourth quarter of 2021, the continued impacts of the U.K. energy crisis triggered an additional impairment test of goodwill, which resulted in an additional goodwill impairment charge of $26 million. As a result, we had no remaining goodwill related to our U.K. operations on our consolidated balance sheet as of December 31, 2021. For the year ended December 31, 2021, goodwill impairment totaled $285 million, of which $9 million related to our Ammonia segment, $241 million related to our AN segment and $35 million related to our Other segment. See Note 7—United Kingdom Operations Restructuring and Impairment Charges for additional information.

Other Intangible Assets

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


	December 31, 2023						December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
	(in millions)

Customer relationships	$	505	$	(40)	$	465	$	50	$	(35)	$	15

Personal property tax agreement	71		—		71		—		—		—
Carbon credits	2		—		2		—		—		—
Total intangible assets	$	578	$	(40)	$	538	$	50	$	(35)	$	15

In connection with our acquisition of the Waggaman ammonia production facility, we recorded $526 million of intangible assets, including $455 million of customer relationships and $71 million related to a favorable personal property tax agreement. See Note 6—Acquisition of Waggaman Ammonia Production Facility for additional information.

Our customer relationships are being amortized over a weighted-average life of approximately 20 years. For the years ended December 31, 2023, 2022 and 2021, amortization expense of our customer relationships was $5 million, $3 million and $8 million, respectively. Estimated amortization expense related to customer relationships for each of the fiscal years from 2024 to 2028 is approximately $26 million.

The intangible asset related to the favorable personal property tax agreement is being amortized over the agreement’s remaining term of approximately 12 years. Estimated amortization expense related to this intangible asset for each of the fiscal years from 2024 to 2028 is approximately $6 million.

In the third quarter of 2022, the United Kingdom continued to experience extremely high and volatile natural gas prices. Given the increase in the price of natural gas in the United Kingdom and the lack of a corresponding increase in global nitrogen product market prices, in September 2022, we temporarily idled ammonia production at our Billingham complex. As a result, we concluded that an additional impairment test was triggered for the asset groups that comprise the continuing U.K. operations, which resulted in asset impairment charges of $87 million in our U.K. Ammonia and U.K. AN asset groups, of which $15 million related to intangible assets, consisting of $6 million related to customer relationships and $9 million related to trade names. As a result of these impairment charges, intangible assets related to our U.K. operations were fully written off. See Note 7—United Kingdom Operations Restructuring and Impairment Charges for additional information.

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

CF INDUSTRIES HOLDINGS, INC.

10. Equity Method Investment

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

PLNL’s ammonia production facility relies on natural gas supplied, under a gas sales contract, by The National Gas Company of Trinidad and Tobago Limited (NGC). The prior gas sales contract had an expiration date of September 2023. In the third quarter of 2023, PLNL entered into a new gas sales contract with NGC (the New NGC Contract), which is effective October 2023 through December 2025.

In the third quarter of 2023 and due to the terms of the New NGC Contract, we assessed our investment in PLNL for impairment and determined that the carrying value of our equity method investment in PLNL exceeded its fair value. As a result, we recorded an impairment of our equity method investment in PLNL of $43 million, which is reflected in equity in (loss) earnings of operating affiliate on our consolidated statement of operations for the year ended December 31, 2023. As of December 31, 2023, the total carrying value of our equity method investment in PLNL was $26 million.

We have transactions in the normal course of business with PLNL reflecting our obligation to purchase 50% of the ammonia produced by PLNL at current market prices. Our ammonia purchases from PLNL totaled $142 million, $259 million and $150 million in 2023, 2022 and 2021, respectively.

11. Fair Value Measurements

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


	December 31, 2023
	Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value
	(in millions)
Cash	$	208	$	—	$	—	$	208
Cash equivalents:
U.S. and Canadian government obligations	1,488		—		—		1,488
Other debt securities	336		—		—		336
Total cash and cash equivalents	$	2,032	$	—	$	—	$	2,032

Nonqualified employee benefit trusts	16		1		—		17


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


Nonqualified employee benefit trusts	16		—		—		16

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

CF INDUSTRIES HOLDINGS, INC.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present assets and liabilities included in our consolidated balance sheets as of December 31, 2023 and 2022 that are recognized at fair value on a recurring basis, and indicate the fair value hierarchy utilized to determine such fair value:


	December 31, 2023
	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash equivalents	$	1,824	$	1,824	$	—	$	—

Nonqualified employee benefit trusts	17		17		—		—

Derivative assets	1		—		1		—
Derivative liabilities	(35)		—		(35)		—


	December 31, 2022
	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash equivalents	$	2,170	$	2,170	$	—	$	—

Nonqualified employee benefit trusts	16		16		—		—
Derivative assets	12		—		12		—

Derivative liabilities	(85)		—		(85)		—

Cash Equivalents

Cash equivalents include highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less. As of December 31, 2023 and 2022, our cash equivalents consisted primarily of U.S. and Canadian government obligations and money market mutual funds that invest in U.S. government obligations and other investment-grade securities.

Nonqualified Employee Benefit Trusts

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

Derivative Instruments

The derivative instruments that we use are primarily natural gas fixed price swaps, basis swaps and options traded in the OTC markets with multi-national commercial banks, other major financial institutions or large energy companies. The natural gas derivative contracts represent anticipated natural gas needs for future periods, and settlements are scheduled to coincide with anticipated natural gas purchases during those future periods. The natural gas derivative contracts settle using primarily a NYMEX futures price index. To determine the fair value of these instruments, we use quoted market prices from NYMEX and standard pricing models with inputs derived from or corroborated by observable market data such as forward curves supplied by an industry-recognized independent third party. See Note 17—Derivative Financial Instruments for additional information.

CF INDUSTRIES HOLDINGS, INC.

Financial Instruments

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



	December 31, 2023				December 31, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in millions)
Long-term debt	$	2,968	$	2,894	$	2,965	$	2,764

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

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

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

We also have assets and liabilities that may be measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment, when there is allocation of purchase price in an acquisition or when a new liability is being established that requires fair value measurement. These include long-lived assets, goodwill and other intangible assets and investments in unconsolidated subsidiaries, such as equity method investments, which may be written down to fair value as a result of impairment. The fair value measurements related to assets and liabilities measured at fair value on a nonrecurring basis rely primarily on Company-specific inputs. Since certain of the Company’s assumptions would involve inputs that are not observable, these fair values would reside within Level 3 of the fair value hierarchy.

On December 1, 2023, we acquired the Waggaman ammonia production facility. See Note 6—Acquisition of Waggaman Ammonia Production Facility for information on the inputs utilized in the allocation of purchase price to the fair value of assets acquired and liabilities assumed.

In the third quarter of 2023, we determined the carrying value of our equity method investment in PLNL exceeded its fair value and recorded an impairment of our equity method investment in PLNL of $43 million. See Note 10—Equity Method Investment for additional information.

CF INDUSTRIES HOLDINGS, INC.

12. Income Taxes

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


	Year ended December 31,
	2023		2022		2021
	(in millions)
Domestic	$	2,248	$	4,699	$	1,979
Non-U.S.	—		396		(436)
Earnings before income taxes	$	2,248	$	5,095	$	1,543





Current
Federal	$	271	$	702	$	394
Foreign	(26)		395		30
State	84		168		55
	329		1,265		479
Deferred
Federal	108		(102)		(137)
Foreign	(5)		(18)		(50)
State	(22)		13		(9)
	81		(107)		(196)
Income tax provision	$	410	$	1,158	$	283

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


	Year ended December 31,
	2023			2022			2021
	(in millions, except percentages)
Earnings before income taxes	$	2,248		$	5,095		$	1,543
Expected tax provision at U.S. statutory rate of 21%	$	472		$	1,070		$	324
State income taxes, net of federal	44			143			34
Net earnings attributable to noncontrolling interest	(66)			(124)			(72)

Foreign tax rate differential	(1)			(9)			(1)
U.S. tax on foreign earnings	4			3			—

Non-deductible goodwill impairment	—			—			60
Transfer pricing arbitration	—			69			—
Federal income tax return audits	—			—			(38)

Other	(43)			6			(24)


Income tax provision	$	410		$	1,158		$	283
Effective tax rate	18.3		%	22.7		%	18.3		%

Our effective tax rate is impacted by earnings attributable to the noncontrolling interest in CFN, as our consolidated income tax provision does not include a tax provision on the earnings attributable to the noncontrolling interest. As a result, earnings attributable to the noncontrolling interest of $313 million, $591 million and $343 million in 2023, 2022 and 2021, respectively, which are included in earnings before income taxes, impacted the effective tax rate in all three years. See Note 19—Noncontrolling Interest for additional information.

CF INDUSTRIES HOLDINGS, INC.

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

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

Non-deductible goodwill impairment in the table above relates to the goodwill impairment recognized in 2021 as described in Note 7—United Kingdom Operations Restructuring and Impairment Charges. We did not record an income tax benefit for the goodwill impairment as it is nondeductible for income tax purposes.

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

Canada Revenue Agency Competent Authority Matter

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

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

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

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

CF INDUSTRIES HOLDINGS, INC.

Deferred Taxes

Deferred tax assets and deferred tax liabilities are as follows:


	December 31,
	2023		2022
	(in millions)
Deferred tax assets:

Net operating loss and capital loss carryforwards, state	$	68	$	34
Net operating loss and capital loss carryforwards, foreign	116		114
Retirement and other employee benefits	14		25

Foreign tax credits	55		44
State tax credits	16		7



Operating lease liabilities	63		64
Other	38		35
	370		323
Valuation allowance	(194)		(190)
	176		133
Deferred tax liabilities:
Depreciation and amortization	(300)		(139)
Investments in partnerships	(780)		(858)
Operating lease right-of-use assets	(63)		(63)
Foreign earnings	(9)		(12)



Other	(23)		(19)
	(1,175)		(1,091)
Net deferred tax liability	$	(999)	$	(958)

As of December 31, 2023, we recorded a deferred tax liability of $9 million on the undistributed earnings of our Canadian subsidiaries for which the Company does not have an indefinite reinvestment assertion. We have not provided for deferred taxes on the remainder of undistributed earnings from our foreign subsidiaries because such earnings would not give rise to additional tax liabilities upon repatriation or such earnings are considered to be indefinitely reinvested.

As of December 31, 2023, our net operating loss and capital loss carryforwards consist primarily of state net operating loss carryforwards of $66 million, of which $32 million will expire at various dates between 2031 and 2043 and the remaining $34 million can be carried forward indefinitely and foreign capital loss carryforwards of $116 million, which can be carried forward indefinitely. Our foreign subsidiaries have operations that do not normally generate capital gains and have no practical plans to do so in the future. As a result, we have recorded a full valuation allowance against all foreign capital loss carryforwards.

As of December 31, 2023, we have state tax credit carryforwards resulting in a deferred tax asset of $16 million. The state tax credits have expiration dates generally ranging from 2038 to 2043.

In 2023, the net increase in the valuation allowance is primarily attributable to excess foreign tax credits associated with certain U.S. taxed foreign branch income and the impact of changes in foreign currency exchange rates, partially offset by the utilization of deferred tax assets of one of our foreign subsidiaries in the United Kingdom. The excess foreign tax credits carried forward, subject to U.S. foreign tax credit limitation rules, are not expected to be utilized prior to expiration and have a full valuation allowance of $55 million reflecting an increase of $11 million in 2023. Based on recent income generated in the United Kingdom, a portion of the deferred tax assets for which a full valuation allowance had been recorded in 2022 was utilized in 2023, resulting in a $7 million decrease to the deferred tax assets and the valuation allowance of one of our foreign subsidiaries in the United Kingdom.

In 2022, the net increase in the valuation allowance is primarily attributable to excess foreign tax credits associated with certain U.S. taxed foreign branch income and the reversal of future deductible temporary differences of one of our foreign subsidiaries in the United Kingdom, partially offset by the impact of changes in foreign currency exchange rates. The excess foreign tax credits carried forward, subject to U.S. foreign tax credit limitation rules, are not expected to be utilized prior to expiration and have a full valuation allowance of $44 million reflecting an increase of $26 million in 2022. Based on recent losses generated in the United Kingdom, and projections for future income over the period for which the deferred tax assets will

CF INDUSTRIES HOLDINGS, INC.

reverse, we believe it is more likely than not that the foreign subsidiary in the United Kingdom will not realize the deferred tax assets and therefore have recorded a full valuation allowance of $24 million. See Note 7—United Kingdom Operations Restructuring and Impairment Charges for additional detail.

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

Unrecognized Tax Benefits

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


	December 31,
	2023		2022
	(in millions)
Unrecognized tax benefits:
Balance as of January 1	$	181	$	27
Additions for tax positions taken during the current year	5		—
Additions for tax positions taken during prior years	69		154
Reductions related to lapsed statutes of limitations	—		—
Reductions related to settlements with tax jurisdictions	(33)		—
Balance as of December 31	$	222	$	181

In 2023, we increased the amount of our unrecognized tax benefits by $74 million, which primarily relates to refunds claimed on the U.S. amended returns filed during the year, as discussed above under Canada Revenue Agency Competent Authority Matter. In addition, we reduced the amount of unrecognized tax benefits by $33 million, reflecting primarily the settlement of issues raised on state and Canadian income tax audits for various open tax years.

As of December 31, 2023, we had $222 million of unrecognized tax benefits. The majority of our unrecognized tax benefits relate to transfer pricing positions, which have a corollary receivable for the other jurisdiction impacted by the transfer pricing relationship. Recognizing these unrecognized tax benefits would result in additional tax expense of $29 million in the future. These receivables are included in other assets on our consolidated balance sheet.

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

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

We file federal, provincial, state and local income tax returns principally in the United States, Canada and the United Kingdom, as well as in certain other foreign jurisdictions. In general, filed tax returns remain subject to examination by United States tax jurisdictions for years 2017 and thereafter, by Canadian tax jurisdictions for years 2012 and thereafter, and by the United Kingdom for years 2021 and thereafter. As a result of uncertainties regarding tax audits and their possible outcomes, an estimate of the range of possible impacts to unrecognized tax benefits in the next twelve months cannot be made at this time.

Interest expense and penalties related to our unrecognized tax benefits of $(4) million and $66 million were recorded for the years ended December 31, 2023 and 2022, respectively. Interest expense and penalties recorded for the year ended December 31, 2021 were not material. Amounts recognized in our consolidated balance sheets for accrued interest and penalties

CF INDUSTRIES HOLDINGS, INC.

related to our unrecognized tax benefits of $51 million and $62 million as of December 31, 2023 and 2022, respectively, are included in other liabilities.

13. Pension and Other Postretirement Benefits

We maintain five funded pension plans, consisting of three in North America (one U.S. plan and two Canadian plans) and two in the United Kingdom. Both U.K. pension plans are closed to new employees and future accruals. All of our North American plans are closed to new employees. As a result of plan amendments in the fourth quarter of 2022, as further described below, one of the Canadian plans ceased future accruals effective December 31, 2023, and the cash balance portion of the U.S. plan that provided benefits based on years of service and interest credits was closed to new employees effective December 31, 2022. We also provide group medical insurance benefits, which vary by group and location, to certain retirees in North America.

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

In the fourth quarter of 2022, we remeasured certain of our defined benefit pension plans due to plan amendments resulting from a revision to our North American retirement plan strategy, which, among other things, closed the cash balance portion of the U.S. plan that was previously open to new employees and established effective dates for each of the three North America plans to freeze future benefit accruals through the end of 2025. The plan curtailments resulted in a reduction in our benefit obligations of $20 million and curtailment gains of $4 million, which are reflected in other non-operating—net in our consolidated statement of operations.

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

CF INDUSTRIES HOLDINGS, INC.


	Pension Plans								Retiree Medical Plans
	North America				United Kingdom				North America
	December 31,				December 31,				December 31,
	2023		2022		2023		2022		2023		2022
	(in millions)
Change in plan assets
Fair value of plan assets as of January 1	$	273	$	830	$	320	$	505	$	—	$	—

Return on plan assets	29		(142)		19		(136)		—		—
Employer contributions	19		2		25		25		2		1
Plan participant contributions	—		—		—		—		—		1
Pension retiree annuity purchase	—		(372)		—		—		—		—
Benefit payments	(11)		(35)		(22)		(23)		(2)		(2)

Foreign currency translation	3		(10)		18		(51)		—		—
Fair value of plan assets as of December 31	313		273		360		320		—		—
Change in benefit obligation
Benefit obligation as of January 1	(274)		(841)		(347)		(590)		(23)		(32)



Service cost	(5)		(16)		—		—		—		—
Interest cost	(13)		(19)		(16)		(10)		(1)		(1)
Benefit payments	11		35		22		23		2		2
Foreign currency translation	(3)		9		(19)		58		—		—



Pension retiree annuity purchase	—		372		—		—		—		—
Plan curtailments	—		20		—		—		—		—
Change in assumptions and other	(8)		166		(7)		172		2		8
Benefit obligation as of December 31	(292)		(274)		(367)		(347)		(20)		(23)
Funded status as of December 31	$	21	$	(1)	$	(7)	$	(27)	$	(20)	$	(23)

The line titled “change in assumptions and other” for our North America pension plans primarily reflects the impact of losses due to the decrease in discount rates for 2023 and gains due to the increase in discount rates for 2022.

The line titled “change in assumptions and other” for our United Kingdom pension plans primarily reflects losses due to the decrease in discount rates and increase in the inflation rate assumptions, partially offset by the change in mortality assumptions for 2023 and gains due to the increase in discount rates for 2022.

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


	Pension Plans								Retiree Medical Plans
	North America				United Kingdom				North America
	December 31,				December 31,				December 31,
	2023		2022		2023		2022		2023		2022
	(in millions)
Other assets	$	23	$	23	$	—	$	—	$	—	$	—
Accrued expenses	—		—		—		—		(2)		(2)
Other liabilities	(2)		(24)		(7)		(27)		(18)		(21)
	$	21	$	(1)	$	(7)	$	(27)	$	(20)	$	(23)

CF INDUSTRIES HOLDINGS, INC.

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


	Pension Plans								Retiree Medical Plans
	North America				United Kingdom				North America
	December 31,				December 31,				December 31,
	2023		2022		2023		2022		2023		2022
	(in millions)
Prior service cost	$	—	$	—	$	1	$	1	$	—	$	—
Net actuarial loss (gain)	1		6		73		56		(6)		(4)
	$	1	$	6	$	74	$	57	$	(6)	$	(4)

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


	Pension Plans												Retiree Medical Plans
	North America						United Kingdom						North America

	2023		2022		2021		2023		2022		2021		2023		2022		2021
	(in millions)
Service cost	$	5	$	16	$	20	$	—	$	—	$	—	$	—	$	—	$	—
Interest cost	13		19		21		16		10		9		1		1		1
Expected return on plan assets	(15)		(22)		(24)		(25)		(14)		(14)		—		—		—


Settlement loss	—		21		—		—		—		—		—		—		—

Curtailment gains	—		(4)		—		—		—		—		—		—		—
Amortization of prior service cost	—		1		1		—		—		—		—		—		—
Amortization of actuarial loss (gain)	—		—		5		—		2		4		(1)		—		—
Net periodic benefit cost (income)	3		31		23		(9)		(2)		(1)		—		1		1
Net actuarial (gain) loss	(6)		(2)		(31)		14		(22)		(36)		(2)		(8)		—

Settlement loss	—		(21)		—		—		—		—		—		—		—
Curtailment effects	—		(20)		—		—		—		—		—		—		—

Curtailment gains	—		4		—		—		—		—		—		—		—
Amortization of prior service (cost) benefit	—		(1)		(1)		—		—		—		—		—		—
Amortization of actuarial (loss) gain	—		—		(5)		—		(2)		(4)		1		—		—
Total recognized in other comprehensive (income) loss	(6)		(40)		(37)		14		(24)		(40)		(1)		(8)		—
Total recognized in net periodic benefit cost (income) and other comprehensive (income) loss	$	(3)	$	(9)	$	(14)	$	5	$	(26)	$	(41)	$	(1)	$	(7)	$	1

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

The accumulated benefit obligation (ABO) in aggregate for the defined benefit pension plans in North America was approximately $290 million and $269 million as of December 31, 2023 and 2022, respectively. The ABO in aggregate for the defined benefit pension plans in the United Kingdom was approximately $367 million and $347 million as of December 31, 2023 and 2022, respectively.

CF INDUSTRIES HOLDINGS, INC.

The following table presents aggregated information for those individual defined benefit pension plans that have an ABO in excess of plan assets as of December 31, which, for 2023, excludes all three of the North America defined benefit pension plans and, for 2022, excludes two of the North America defined benefit pension plans, as each has plan assets in excess of its ABO:


	North America				United Kingdom
	2023		2022		2023		2022
	(in millions)
Accumulated benefit obligation	$	—	$	(163)	$	(367)	$	(347)
Fair value of plan assets	—		143		360		320

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


	North America				United Kingdom
	2023		2022		2023		2022
	(in millions)
Projected benefit obligation	$	(176)	$	(167)	$	(367)	$	(347)
Fair value of plan assets	174		143		360		320

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

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

We currently estimate that our consolidated pension funding contributions for 2024 will be approximately $27 million, which consists of contributions to our United Kingdom plans as agreed with the plans’ trustees.

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


	Pension Plans				Retiree Medical Plans
	North America		United Kingdom		North America
	(in millions)
2024	$	14	$	23	$	2
2025	15		24		2
2026	16		24		2
2027	17		25		2
2028	17		25		2
2029-2033	91		138		6

CF INDUSTRIES HOLDINGS, INC.

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


	Pension Plans													Retiree Medical Plans
	North America						United Kingdom						North America
	2023		2022		2021		2023		2022		2021			2023		2022		2021
Weighted-average discount rate—obligation	4.8	%	5.1	%	2.8	%	4.6	%	4.8	%	2.0	%		4.8	%	5.0	%	2.7	%
Weighted-average discount rate—expense	5.1	%	3.6	%	2.4	%	4.8	%	2.0	%	1.5	%		5.0	%	2.7	%	2.2	%
Weighted-average cash balance interest crediting rate—obligation	3.9	%	3.9	%	3.0	%	n/a		n/a		n/a			n/a		n/a		n/a
Weighted-average cash balance interest crediting rate—expense	3.9	%	3.0	%	3.0	%	n/a		n/a		n/a			n/a		n/a		n/a
Weighted-average rate of increase in future compensation	3.3	%	3.8	%	4.2	%	n/a		n/a		n/a			n/a		n/a		n/a
Weighted-average expected long-term rate of return on assets—expense	4.8	%	3.9	%	3.2	%	6.1	%	3.4	%	3.3	%		n/a		n/a		n/a
Weighted-average retail price index—obligation	n/a		n/a		n/a		3.0	%	3.2	%	3.3	%		n/a		n/a		n/a
Weighted-average retail price index—expense	n/a		n/a		n/a		3.2	%	3.3	%	3.0	%		n/a		n/a		n/a

n/a—not applicable

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

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

For our North America plans, the expected long-term rate of return on assets is based on analysis of historical rates of return achieved by equity and non-equity investments and current market characteristics, adjusted for estimated plan expenses and weighted by target asset allocation percentages. As of January 1, 2024, our weighted-average expected long-term rate of return on assets for our North America plans is 5.0%, which will be used in determining net periodic benefit cost for our North America plans for 2024.

For our United Kingdom plans, the expected long-term rate of return on assets is based on the expected long-term performance of the underlying investments, adjusted for investment managers’ fees and estimated plan expenses. As of January 1, 2024, our weighted-average expected long-term rate of return on assets for our United Kingdom plans is 6.5%, which will be used in determining net periodic benefit cost for our United Kingdom plans for 2024.

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

For the measurement of the benefit obligation at December 31, 2023 for our primary (U.S.) retiree medical benefit plans, the assumed health care cost trend rates, for pre-age 65 retirees, start with an 8.0% increase in 2024, followed by a gradual decline in increases to 4.5% for 2033 and thereafter. For post-age 65 retirees, the assumed health care cost trend rates start with an 8.4% increase in 2024, followed by a gradual decline in increases to 4.5% for 2033 and thereafter. For the measurement of the benefit obligation at December 31, 2022 for our primary (U.S.) retiree medical benefit plans, the assumed health care cost trend rates, for pre-age 65 retirees, started with a 7.0% increase in 2023, followed by a gradual decline in increases to 4.5% for 2031 and thereafter. For post-age 65 retirees, the assumed health care cost trend rates started with a 7.5% increase in 2023, followed by a gradual decline in increases to 4.5% for 2031 and thereafter.

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

CF INDUSTRIES HOLDINGS, INC.

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

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

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

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

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

CF INDUSTRIES HOLDINGS, INC.

The fair values of our pension plan assets as of December 31, 2023 and 2022, by major asset class, are as follows:


	North America
	December 31, 2023
	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash and cash equivalents(1)	$	1	$	—	$	1	$	—
Short-term investments(2)	3		1		2		—
Equity mutual funds
Index equity(3)	35		35		—		—
Pooled equity(4)	16		—		16		—
Fixed income
U.S. Treasury bonds and notes(5)	17		17		—		—
Fixed income mutual funds(6)	45		11		34		—
Corporate bonds and notes(7)	101		—		101		—
Government and agency securities(8)	88		—		88		—
Other(9)	8		—		8		—
Total assets at fair value by fair value levels	$	314	$	64	$	250	$	—




Accruals and payables—net	(1)
Total assets	$	313


	United Kingdom
	December 31, 2023
	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash and cash funds(10)	$	13	$	13	$	—	$	—
Pooled equity funds(11)	44		—		44		—
Pooled diversified funds(12)	54		—		54		—
Debt funds
Pooled U.K. government fixed and index-linked securities funds(13)	54		—		54		—
Pooled global debt funds(14)	74		—		74		—
Pooled liability-driven investment funds(15)	68		—		68		—
Total assets at fair value by fair value levels	$	307	$	13	$	294	$	—
Funds measured at NAV as a practical expedient(16)	47


Total assets at fair value	$	354
Receivable from redemption	6
Total assets	$	360

CF INDUSTRIES HOLDINGS, INC.


	North America

	December 31, 2022
	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash and cash equivalents(1)	$	3	$	2	$	1	$	—
Equity mutual funds
Index equity(3)	28		28		—		—
Pooled equity(4)	16		—		16		—
Fixed income
U.S. Treasury bonds and notes(5)	14		14		—		—
Fixed income mutual funds(6)	16		—		16		—
Corporate bonds and notes(7)	109		—		109		—
Government and agency securities(8)	81		—		81		—
Other(9)	6		—		6		—
Total assets at fair value by fair value levels	$	273	$	44	$	229	$	—





Accruals and payables—net	—
Total assets	$	273


	United Kingdom
	December 31, 2022
	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash and cash funds(10)	$	26	$	9	$	17	$	—
Pooled equity funds(11)	41		—		41		—
Pooled diversified funds(12)	44		—		44		—
Debt funds
Pooled U.K. government fixed and index-linked securities funds(13)	67		—		67		—
Pooled global debt funds(14)	47		—		47		—
Pooled liability-driven investment funds(15)	30		—		30		—
Total assets at fair value by fair value levels	$	255	$	9	$	246	$	—
Funds measured at NAV as a practical expedient(16)	61






Total assets at fair value	$	316
Receivable from redemption	4
Total assets	$	320

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

(2)Short-term investments are primarily treasury bills with original maturities longer than three months but less than a year.

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

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

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

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

CF INDUSTRIES HOLDINGS, INC.

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

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

(9)Other includes primarily mortgage-backed, asset-backed securities and U.S. Treasury strips. Mortgage-backed and asset-backed securities are valued by institutional pricing services, which gather information from market sources and integrate credit information, observed market movements and sector news into their pricing applications and models. U.S. Treasury strips are valued using stripped interest and stripped principal yield curves based on data obtained from various dealer contacts and live data sources.

(10)Cash and cash funds as of December 31, 2022 include a cash fund that holds primarily short-dated term money market securities.

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

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

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

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

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

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

We have defined contribution plans covering substantially all employees in North America and the United Kingdom. Depending on the specific provisions of each plan, qualified employees receive company contributions based on a percentage of base salary or base salary and incentive pay, matching of employee contributions up to specified limits, or a combination of both. In 2023, 2022 and 2021, we recognized expense related to our contributions to the defined contribution plans of $34 million, $19 million and $25 million, respectively.

In addition to our qualified defined benefit pension plans, we also maintain certain nonqualified supplemental pension plans for highly compensated employees as defined under federal law. The amounts recognized in accrued expenses and other liabilities in our consolidated balance sheets for these plans were $1 million and $10 million, respectively, as of December 31, 2023, and $1 million and $10 million, respectively, as of December 31, 2022. We recognized expense for these plans of $1 million, $1 million and $2 million in 2023, 2022 and 2021, respectively.

CF INDUSTRIES HOLDINGS, INC.

14. Financing Agreements

Revolving Credit Agreement

On October 26, 2023, we entered into a new senior unsecured revolving credit agreement (the New Revolving Credit Agreement), which replaced our prior senior unsecured revolving credit agreement (the Prior Revolving Credit Agreement) that was scheduled to mature on December 5, 2024.

The New Revolving Credit Agreement provides for a revolving credit facility of up to $750 million with a maturity of October 26, 2028 and includes a letter of credit sub-limit of $125 million. Borrowings under the New Revolving Credit Agreement may be used for working capital, capital expenditures, acquisitions, share repurchases and other general corporate purposes. CF Industries is the lead borrower, and CF Holdings is the sole guarantor, under the New Revolving Credit Agreement.

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

As of December 31, 2023, we had unused borrowing capacity under the New Revolving Credit Agreement of $750 million and no outstanding letters of credit. As of December 31, 2023 and 2022, and during the years ended, there were no borrowings outstanding under either the Prior Revolving Credit Agreement or the New Revolving Credit Agreement.

The New Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including a financial covenant. As of December 31, 2023, we were in compliance with all covenants under the New Revolving Credit Agreement.

Letters of Credit Under Bilateral Agreement

We are party to a bilateral agreement providing for the issuance of up to $425 million (reflecting an increase of $75 million in December 2023) of letters of credit. As of December 31, 2023, approximately $291 million of letters of credit were outstanding under this agreement.

Senior Notes

Long-term debt presented on our consolidated balance sheets as of December 31, 2023 and 2022 consisted of the following debt securities issued by CF Industries:


	Effective Interest Rate		December 31, 2023						December 31, 2022
		Principal			Carrying Amount(1)			Principal			Carrying Amount(1)
			(in millions)
Public Senior Notes:


5.150% due March 2034	5.293%		$	750		$	741		$	750		$	741
4.950% due June 2043	5.040%		750			742			750			742
5.375% due March 2044	5.478%		750			741			750			740
Senior Secured Notes:

4.500% due December 2026(2)	4.783%		750			744			750			742
Total long-term debt			$	3,000		$	2,968		$	3,000		$	2,965

(1)Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was $7 million as of both December 31, 2023 and 2022, and total deferred debt issuance costs were $25 million and $28 million as of December 31, 2023 and 2022, respectively.

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

Under the indentures (including the applicable supplemental indentures) governing the senior notes due 2034, 2043 and 2044 identified in the table above (the Public Senior Notes), each series of Public Senior Notes is guaranteed by CF Holdings.

CF INDUSTRIES HOLDINGS, INC.

Under the terms of the indenture governing the 4.500% senior secured notes due December 2026 (the 2026 Notes) identified in the table above, the 2026 Notes are guaranteed by CF Holdings.

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

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

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

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

15. Interest Expense

Details of interest expense are as follows:


	Year ended December 31,
	2023		2022		2021
	(in millions)
Interest on borrowings(1)	$	150	$	155	$	175
Fees on financing agreements(1)	8		8		9
Interest on tax liabilities(2)	(2)		184		1
Interest capitalized	(6)		(3)		(1)
Interest expense	$	150	$	344	$	184

(1)See Note 14—Financing Agreements for additional information.

(2)Interest on tax liabilities for the year ended December 31, 2022 consists primarily of interest accrued on reserves for unrecognized tax benefits related to Canadian transfer pricing. See Note 12—Income Taxes for additional information.

CF INDUSTRIES HOLDINGS, INC.

16. Other Operating—Net

Details of other operating—net are as follows:


	Year ended December 31,
	2023		2022		2021
	(in millions)


Loss on disposal of property, plant and equipment	$	4	$	2	$	3
Gain on sale of emission credits	(39)		(6)		(29)

Loss on foreign currency transactions(1)	—		28		6

(Gain) loss on embedded derivative(2)	—		(14)		1

Other(3)	4		—		(20)
Other operating—net	$	(31)	$	10	$	(39)

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

(2)(Gain) loss on embedded derivative consists of unrealized and realized net (gains) and losses related to a provision of our strategic venture with CHS.

(3)Other includes the front-end engineering and design study costs related to our clean energy initiatives, the recovery of certain precious metals used in the manufacturing process, litigation expenses, and, in 2021, the amount received under the terms of an agreement with the U.K. government associated with the restart of our Billingham facility.

17. Derivative Financial Instruments

We use derivative financial instruments to reduce our exposure to changes in prices for natural gas that will be purchased in the future. Natural gas is the largest and most volatile component of our manufacturing cost for nitrogen-based products. From time to time, we may also use derivative financial instruments to reduce our exposure to changes in foreign currency exchange rates. The derivatives that we use to reduce our exposure to changes in prices for natural gas are primarily natural gas fixed price swaps, basis swaps and options traded in the OTC markets. These natural gas derivatives settle using primarily a NYMEX futures price index, which represents the basis for fair value at any given time. We enter into natural gas derivative contracts with respect to natural gas to be consumed by us in the future, and settlements of those derivative contracts are scheduled to coincide with our anticipated purchases of natural gas used to manufacture nitrogen products during those future periods. We use natural gas derivatives as an economic hedge of natural gas price risk, but without the application of hedge accounting. As a result, changes in fair value of these contracts are recognized in earnings. As of December 31, 2023, we had natural gas derivative contracts covering certain periods through March 2024.

As of December 31, 2023, our open natural gas derivative contracts consisted of natural gas fixed price swaps, basis swaps and options for 49.0 million MMBtus of natural gas. As of December 31, 2022, we had open natural gas derivative contracts consisting of natural gas fixed price swaps, basis swaps and options for 66.3 million MMBtus of natural gas. For the year ended December 31, 2023, we used derivatives to cover approximately 27% of our natural gas consumption.

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


	Gain (loss) recognized in income
		Year ended December 31,
	Location	2023		2022		2021
		(in millions)
Natural gas derivatives

Unrealized net gains (losses)	Cost of sales	$	39	$	(41)	$	(25)
Realized net (loss) gains	Cost of sales	(139)		10		1
Gain on net settlement of natural gas derivatives due to Winter Storm Uri	Cost of sales	—		—		112
Net derivative (losses) gains		$	(100)	$	(31)	$	88

CF INDUSTRIES HOLDINGS, INC.

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

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

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

The fair values of derivatives on our consolidated balance sheets are shown below. As of December 31, 2023 and 2022, none of our derivative instruments were designated as hedging instruments. See Note 11—Fair Value Measurements for additional information on derivative fair values.


	Asset Derivatives							Liability Derivatives
	Balance Sheet Location		December 31,					Balance Sheet Location	December 31,
		2023			2022			2023	2022
			(in millions)						(in millions)


Natural gas derivatives	Other current assets		$	1		$	12	Other current liabilities	$	(35)	$	(85)

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

Settlement netting generally allows us and our counterparties to net, into a single net payable or receivable, ordinary settlement obligations arising between us and our counterparties under the ISDA agreement on the same day, in the same currency, for the same types of derivative instruments, and through the same pairing of offices.
Close-out netting rights are provided in the event of a default or other termination event (as defined in the ISDA agreements), including bankruptcy. Depending on the cause of early termination, the non-defaulting party may elect to terminate all or some transactions outstanding under the ISDA agreement. The values of all terminated transactions and certain other payments under the ISDA agreement are netted, resulting in a single net close-out amount payable to or by the non-defaulting party.
Setoff rights are provided by certain of our ISDA agreements and generally allow a non-defaulting party to elect to set off, against the final net close-out payment, other matured and contingent amounts payable between us and our counterparties under the ISDA agreement or otherwise. Typically, these setoff rights arise upon the early termination of all transactions outstanding under an ISDA agreement following a default or specified termination event.

Most of our ISDA agreements contain credit-risk-related contingent features such as cross default provisions. In the event of certain defaults or termination events, our counterparties may request early termination and net settlement of certain derivative trades or, under certain ISDA agreements, may require us to collateralize derivatives in a net liability position. As of December 31, 2023 and 2022, the aggregate fair value of the derivative instruments with credit-risk-related contingent features in net liability positions was $34 million and $73 million, respectively, which also approximates the fair value of the assets that may be needed to settle the obligations if the credit-risk-related contingent features were triggered at the reporting dates. The credit support documents executed in connection with certain of our ISDA agreements generally provide us and our counterparties the right to set off collateral against amounts owing under the ISDA agreements upon the occurrence of a default or a specified termination event. As of December 31, 2023 and 2022, we had no cash collateral on deposit with counterparties for derivative contracts.

CF INDUSTRIES HOLDINGS, INC.

The following table presents amounts relevant to offsetting of our derivative assets and liabilities as of December 31, 2023 and 2022:


	Amounts presented in consolidated balance sheets(1)			Gross amounts not offset in consolidated balance sheets
			Financial instruments			Cash collateral received (pledged)			Net amount
	(in millions)
December 31, 2023
Total derivative assets	$	1		$	—		$	—		$	1
Total derivative liabilities	(35)			—			—			(35)
Net derivative liabilities	$	(34)		$	—		$	—		$	(34)
December 31, 2022
Total derivative assets	$	12		$	—		$	—		$	12
Total derivative liabilities	(85)			—			—			(85)
Net derivative liabilities	$	(73)		$	—		$	—		$	(73)

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

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

18. Supplemental Balance Sheet Data

Accounts Receivable—Net

Accounts receivable—net consist of the following:


	December 31,
	2023		2022
	(in millions)
Trade	$	459	$	542
Other	46		40
Accounts receivable—net	$	505	$	582

Inventories

Inventories consist of the following:


	December 31,
	2023		2022
	(in millions)
Finished goods	$	256	$	437
Raw materials, spare parts and supplies	43		37
Total inventories	$	299	$	474

CF INDUSTRIES HOLDINGS, INC.

Other Assets

Other assets consist of the following:


	December 31,
	2023		2022
	(in millions)

Spare parts	$	200	$	180

Nonqualified employee benefit trusts	17		16
Tax-related assets	610		545
Other	40		30
Total other assets	$	867	$	771

Tax-related assets include long-term receivables related to U.S. and Canadian transfer pricing and the related interest, and certain payments to Canadian taxing authorities. See Note 12—Income Taxes for additional information.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:


	December 31,
	2023		2022
	(in millions)
Accounts payable(1)	$	114	$	63
Accrued capital expenditures(1)	48		39
Accrued natural gas costs	85		200
Payroll and employee-related costs	81		82
Accrued interest	30		30

Other	162		161
Total accounts payable and accrued expenses	$	520	$	575

(1)As of December 31, 2023 and 2022, accrued capital expenditures totaled $68 million and $53 million, respectively, of which $20 million and $14 million, respectively, are included within accounts payable in the table above.

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

Accrued interest includes interest payable on our outstanding senior notes. See Note 14—Financing Agreements and Note 15—Interest Expense for additional information.

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

Other Current Liabilities

As of December 31, 2023, other current liabilities of $42 million consists primarily of $35 million of unrealized loss on natural gas derivatives and $6 million for asset retirement obligations related to our Ince and Billingham complexes.

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

See Note 7—United Kingdom Operations Restructuring and Impairment Charges, Note 17—Derivative Financial Instruments and Note 24—Asset Retirement Obligations for additional information.

CF INDUSTRIES HOLDINGS, INC.

Other Liabilities

Other liabilities consist of the following:


	December 31,
	2023		2022
	(in millions)
Benefit plans and deferred compensation	$	50	$	92
Tax-related liabilities	247		267

Unrealized loss on embedded derivative	1		1


Other	16		15
Other liabilities	$	314	$	375

Benefit plans and deferred compensation include liabilities for pensions, retiree medical benefits, and the noncurrent portion of incentive plans. See Note 13—Pension and Other Postretirement Benefits for additional information.

Tax-related liabilities include reserves for unrecognized tax benefits and the related interest. See Note 12—Income Taxes for additional information.

19. Noncontrolling Interest

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


	Year ended December 31,
	2023		2022		2021

	(in millions)
Noncontrolling interest:
Balance as of January 1	$	2,802	$	2,830	$	2,681
Earnings attributable to noncontrolling interest	313		591		343
Declaration of distributions payable	(459)		(619)		(194)



Balance as of December 31	$	2,656	$	2,802	$	2,830
Distributions payable to noncontrolling interest:
Balance as of January 1	$	—	$	—	$	—
Declaration of distributions payable	459		619		194
Distributions to noncontrolling interest	(459)		(619)		(194)

Balance as of December 31	$	—	$	—	$	—

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

On January 31, 2024, the CFN Board of Managers approved semi-annual distribution payments for the distribution period ended December 31, 2023, in accordance with CFN’s limited liability company agreement. On January 31, 2024, CFN distributed $144 million to CHS for the distribution period ended December 31, 2023.

CF INDUSTRIES HOLDINGS, INC.

20. Stockholders’ Equity

Common Stock

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

On November 3, 2021, the Board authorized the repurchase of up to $1.5 billion of CF Holdings common stock through December 31, 2024 (the 2021 Share Repurchase Program). On November 2, 2022, the Board authorized the repurchase of up to $3 billion of CF Holdings common stock commencing upon completion of the 2021 Share Repurchase Program and effective through December 31, 2025 (the 2022 Share Repurchase Program).

The following table summarizes the share repurchases under the 2022 Share Repurchase Program and the 2021 Share Repurchase Program.


	2022 Share Repurchase Program			2021 Share Repurchase Program
	Shares	Amounts(1)		Shares	Amounts(1)
	(in millions)

Shares repurchased in 2022:
First quarter	—	$	—	1.3	$	100
Second quarter	—	—		5.3	490
Third quarter	—	—		6.1	532
Fourth quarter	—	—		2.2	223
Total shares repurchased in 2022	—	—		14.9	1,345
Shares repurchased as of December 31, 2022	—	$	—	14.9	$	1,345
Shares repurchased in 2023:
First quarter	—	$	—	1.1	$	75
Second quarter	0.8	50		1.2	80
Third quarter	1.9	150		—	—
Fourth quarter	2.9	225		—	—
Total shares repurchased in 2023	5.6	425		2.3	155
Shares repurchased as of December 31, 2023	5.6	$	425	17.2	$	1,500

(1)As defined in the share repurchase programs, amounts reflect the price paid for the shares of common stock repurchased, excluding commissions paid to brokers and excise taxes.

In the first half of 2023, we completed the 2021 Share Repurchase Program with the repurchase of approximately 2.3 million shares for $155 million. In 2023, we repurchased 5.6 million shares under the 2022 Share Repurchase Program for $425 million.

The shares we repurchase are held as treasury stock. If the Board authorizes us to retire the shares, they are returned to the status of authorized but unissued shares. As part of the retirements, we reduce our treasury stock, paid-in capital and retained earnings balances. In 2022, we retired 15.2 million shares of repurchased stock. In 2023, we retired 8.1 million shares of repurchased stock, including shares repurchased under the 2021 Share Repurchase Program and the 2022 Share Repurchase Program. As of December 31, 2023 and 2022, we held no shares of treasury stock.

CF INDUSTRIES HOLDINGS, INC.

Changes in common shares outstanding are as follows:


	Year ended December 31,
	2023	2022	2021
Beginning balance	195,604,404	207,575,978	213,954,858
Exercise of stock options	39,106	2,475,550	1,806,940
Issuance of restricted stock(1)	664,200	740,025	643,882

Purchase of treasury shares(2)	(8,119,309)	(15,187,149)	(8,829,702)
Ending balance	188,188,401	195,604,404	207,575,978

(1)Includes shares issued from treasury.

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

Preferred Stock

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

Accumulated Other Comprehensive Loss

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


	Foreign Currency Translation Adjustment		Unrealized Gain (Loss) on Derivatives		Defined Benefit Plans		Accumulated Other Comprehensive Loss
	(in millions)
Balance as of December 31, 2020	$	(144)	$	4	$	(180)	$	(320)


Gain arising during the period	—		—		67		67

Reclassification to earnings(1)	—		—		12		12

Effect of exchange rate changes and deferred taxes	3		—		(19)		(16)
Balance as of December 31, 2021	$	(141)	$	4	$	(120)	$	(257)




Gain arising during the period	—		—		55		55
Reclassification to earnings(1):
Settlement loss	—		—		21		21
Curtailment gains	—		—		(4)		(4)
Other	—		(1)		4		3
Effect of exchange rate changes and deferred taxes	(38)		—		(10)		(48)
Balance as of December 31, 2022	$	(179)	$	3	$	(54)	$	(230)



Loss arising during the period	—		—		(6)		(6)
Reclassification to earnings(1)	—		—		(1)		(1)





Effect of exchange rate changes and deferred taxes	33		—		(5)		28
Balance as of December 31, 2023	$	(146)	$	3	$	(66)	$	(209)

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

CF INDUSTRIES HOLDINGS, INC.

21. Stock-based Compensation

2022 Equity and Incentive Plan

In May 2022, our shareholders approved the CF Industries Holdings, Inc. 2022 Equity and Incentive Plan (the 2022 Equity and Incentive Plan), including 2.5 million new shares of the Company’s common stock available for grant thereunder as part of our pay-for-performance compensation program, which we use to provide incentives that are aligned with the interests of our shareholders. The 2022 Equity and Incentive Plan replaced the CF Industries Holdings, Inc. 2014 Equity and Incentive Plan (the 2014 Equity and Incentive Plan) and permits grants of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards, which in each case may be conditioned on performance criteria, to employees and certain consultants of the Company and its subsidiaries and non-employee directors of the Company.

Share Reserve and Individual Award Limits

The maximum number of shares reserved for the grant of awards under the 2022 Equity and Incentive Plan is the sum of (i) 2.5 million shares, plus (ii) the number of shares that remain available for new grants under the 2014 Equity and Incentive Plan when the 2022 Equity and Incentive Plan was approved by shareholders, plus (iii) the number of shares subject to stock options granted under the 2014 Equity and Incentive Plan or the CF Industries Holdings, Inc. 2009 Equity and Incentive Plan that were outstanding when the 2022 Equity and Incentive Plan was approved by shareholders, but only to the extent such awards terminate or expire without the delivery of shares, plus (iv) 1.61 times the number of shares subject to restricted stock or restricted stock unit awards (including performance restricted stock unit awards) granted under the 2014 Equity and Incentive Plan that were outstanding when the 2022 Equity and Incentive Plan was approved by shareholders, but only to the extent such awards terminate or expire without the delivery of shares. In no event will the number of shares available for issuance under the 2022 Equity and Incentive Plan exceed 10,615,515 shares. Shares issued with respect to all awards granted under the 2022 Equity and Incentive Plan are counted against the share reserve on a one-for-one basis. The shares subject to any outstanding award under the 2022 Equity and Incentive Plan will be available for subsequent award and issuance under the 2022 Equity and Incentive Plan to the extent those awards subsequently expire, are forfeited or cancelled, or terminate for any reason prior to issuance of the shares subject to those awards. In addition, shares tendered or withheld in payment of the exercise price of an award and shares withheld by the Company to satisfy tax withholding obligations related to an award will be available for subsequent award under the 2022 Equity and Incentive Plan. As of December 31, 2023, we had approximately 6.7 million shares available for future awards under the 2022 Equity and Incentive Plan. The 2022 Equity and Incentive Plan provides that no more than 5.0 million shares may be issued pursuant to the exercise of incentive stock options, subject to adjustment upon certain capitalization events.

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

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

CF INDUSTRIES HOLDINGS, INC.

A summary of restricted stock activity during the year ended December 31, 2023 is presented below.


	Restricted Stock Awards			Restricted Stock Units			Performance Restricted Stock Units
	Shares	Weighted- Average Grant-Date Fair Value		Shares	Weighted- Average Grant-Date Fair Value		Shares	Weighted- Average Grant-Date Fair Value
Outstanding as of December 31, 2022	16,736	$	95.59	546,680	$	53.21	411,685	$	63.95
Granted	24,873	74.79		182,122	81.44		181,160	93.61
Restrictions lapsed (vested)(1)	(16,736)	95.59		(281,791)	49.58		(184,400)	59.69
Forfeited	—	—		(14,372)	64.86		—	—
Outstanding as of December 31, 2023	24,873	74.79		432,639	67.07		408,445	79.03

(1)For performance restricted stock units, the shares represent the performance restricted stock units granted in 2020, for which the three-year performance period ended December 31, 2022.

The 2023, 2022 and 2021 weighted-average grant-date fair value for RSAs was $74.79, $95.59 and $49.28, for RSUs was $81.44, $71.68 and $38.69, and for PSUs was $93.61, $81.38 and $48.25, respectively.

The actual tax benefit realized from restricted stock vested in each of the years ended December 31, 2023, 2022 and 2021 was $13 million, $14 million and $7 million, respectively. The fair value of restricted stock vested was $55 million, $60 million and $29 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Stock Options

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

A summary of stock option activity during the year ended December 31, 2023 is presented below:


	Shares	Weighted- Average Exercise Price
Outstanding as of December 31, 2022	162,036	$	37.72

Exercised	(39,106)	41.99


Outstanding as of December 31, 2023	122,930	36.36
Exercisable as of December 31, 2023	122,930	36.36


	Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value(1)(in millions)
Outstanding as of December 31, 2023	2.2	$	5
Exercisable as of December 31, 2023	2.2	5

(1)The aggregate intrinsic value represents the total pre-tax intrinsic value, based on our closing stock price of $79.50 as of December 31, 2023, which would have been received by the option holders had all option holders exercised their options as of that date.

CF INDUSTRIES HOLDINGS, INC.

Selected amounts pertaining to stock option exercises are as follows:


	Year ended December 31,
	2023		2022		2021
	(in millions)
Cash received from stock option exercises	$	2	$	106	$	64
Actual tax benefit realized from stock option exercises	—		23		9
Pre-tax intrinsic value of stock options exercised	1		100		39

Compensation Cost

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


	Year ended December 31,
	2023		2022		2021
	(in millions)
Stock-based compensation expense	$	37	$	41	$	30
Income tax benefit	(9)		(9)		(7)
Stock-based compensation expense, net of income taxes	$	28	$	32	$	23

As of December 31, 2023, pre-tax unrecognized compensation cost was $16 million for RSAs and RSUs, which will be recognized over a weighted-average period of 1.6 years, and $4 million for PSUs, which will be recognized over a weighted-average period of 1.3 years.

Excess tax benefits realized from the vesting of restricted stock or stock option exercises are recognized as an income tax benefit in our consolidated statements of operations and are required to be reported as an operating cash inflow rather than a reduction of taxes paid. The excess tax benefits realized in 2023, 2022 and 2021 were $19 million, $96 million and $22 million, respectively.

CF INDUSTRIES HOLDINGS, INC.

22. Segment Disclosures

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

Our assets, with the exception of goodwill, are not monitored by or reported to our chief operating decision maker by segment; therefore, we do not present total assets by segment. Goodwill by segment is presented in Note 9—Goodwill and Other Intangible Assets. Segment data for sales, cost of sales and gross margin for 2023, 2022 and 2021 are presented in the table below.


	Ammonia(1)		Granular Urea(2)		UAN(2)		AN(2)		Other(2)		Consolidated
	(in millions)
Year ended December 31, 2023
Net sales	$	1,679	$	1,823	$	2,068	$	497	$	564	$	6,631
Cost of sales	1,138		1,010		1,251		359		328		4,086
Gross margin	$	541	$	813	$	817	$	138	$	236	2,545
Total other operating costs and expenses											307
Equity in loss of operating affiliate(3)											(8)
Operating earnings											$	2,230
Year ended December 31, 2022
Net sales	$	3,090	$	2,892	$	3,572	$	845	$	787	$	11,186
Cost of sales	1,491		1,328		1,489		597		420		5,325
Gross margin	$	1,599	$	1,564	$	2,083	$	248	$	367	5,861
Total other operating costs and expenses(4)											558

Equity in earnings of operating affiliate											94
Operating earnings											$	5,397
Year ended December 31, 2021
Net sales	$	1,787	$	1,880	$	1,788	$	510	$	573	$	6,538
Cost of sales	1,162		992		1,119		475		403		4,151
Gross margin	$	625	$	888	$	669	$	35	$	170	2,387
Total other operating costs and expenses(4)											705
Equity in earnings of operating affiliate											47
Operating earnings											$	1,729

(1)Cost of sales and gross margin for the Ammonia segment for the year ended December 31, 2021 include a $112 million gain on the net settlement of certain natural gas contracts with our suppliers. See Note 17—Derivative Financial Instruments for additional information.

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

(3)Equity in loss of operating affiliate for the year ended December 31, 2023 includes an impairment of our equity method investment in PLNL of $43 million. See Note 10—Equity Method Investment for additional information.

(4)Total other operating costs and expenses for the year ended December 31, 2022 include $258 million of asset impairment and restructuring charges related to our U.K. operations. Total other operating costs and expenses for the year ended December 31, 2021 include $521 million of asset impairment charges related to our U.K. operations. See Note 7—United Kingdom Operations Restructuring and Impairment Charges for additional information.

CF INDUSTRIES HOLDINGS, INC.

Depreciation and amortization by segment for 2023, 2022 and 2021 is as follows:


	Ammonia		Granular Urea		UAN		AN		Other		Corporate		Consolidated
	(in millions)
Depreciation and amortization
Year ended December 31, 2023	$	171	$	285	$	288	$	48	$	64	$	13	$	869
Year ended December 31, 2022	166		272		269		61		67		15		850
Year ended December 31, 2021	209		235		259		77		87		21		888

Enterprise-wide data by geographic region is as follows:


	Year ended December 31,
	2023		2022		2021
	(in millions)
Sales by geographic region (based on destination of shipments):
United States	$	4,856	$	8,212	$	5,086
Foreign:
Canada	607		849		568
North America, excluding U.S. and Canada	75		149		79
United Kingdom	346		642		464
Other foreign	747		1,334		341
Total foreign	1,775		2,974		1,452
Consolidated	$	6,631	$	11,186	$	6,538


	December 31,
	2023		2022		2021
	(in millions)
Property, plant and equipment—net by geographic region:
United States	$	6,538	$	5,812	$	6,211
Foreign:
Canada	466		506		485
United Kingdom	137		119		385
Total foreign	603		625		870
Consolidated	$	7,141	$	6,437	$	7,081

Our principal customers are cooperatives, independent fertilizer distributors, traders, wholesalers and industrial users. In 2023, 2022 and 2021, CHS accounted for approximately 13%, 13% and 14% of our consolidated net sales, respectively. See Note 19—Noncontrolling Interest for additional information.

CF INDUSTRIES HOLDINGS, INC.

23. Supplemental Cash Flow Information

The following provides additional information relating to cash flow activities:


	Year ended December 31,
	2023		2022		2021
	(in millions)
Cash paid during the year for
Interest—net of interest capitalized	$	145	$	257	$	176
Income taxes—net of refunds	373		1,776		430

Supplemental disclosure of noncash investing and financing activities:
Change in capitalized expenditures in accounts payable and accrued expenses	$	15	$	18	$	(8)
Change in accrued share repurchases, including accrued excise taxes	5		(1)		(1)

Interest—net of interest capitalized for the year ended December 31, 2022 includes interest paid to Canadian taxing authorities of approximately $100 million related to tax years 2006 through 2011. See Note 12—Income Taxes—“Canada Revenue Agency Competent Authority Matter” for additional information.

Income taxes—net of refunds for the year ended December 31, 2022 includes certain payments of CAD $363 million (approximately $267 million) to Canadian taxing authorities, which are reflected in the line “Other—net” in our consolidated statement of cash flows. These payments were made in order to mitigate the assessment of future Canadian interest on transfer pricing positions. See Note 12—Income Taxes—“Unrecognized Tax Benefits” for additional information.

24. Asset Retirement Obligations

Asset retirement obligations (AROs) are legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development or normal operation of such assets. AROs are initially recognized as incurred when sufficient information exists to estimate fair value. We have AROs at our nitrogen manufacturing complexes and at our distribution and storage facilities that are conditional upon cessation of operations. These AROs include certain decommissioning activities as well as the removal and disposal of certain chemicals, waste materials, structures, equipment, vessels, piping and storage tanks. Also included are reclamation of land and the closure of certain effluent ponds and/or waste storage areas. The most recent estimate of the aggregate cost of AROs for our complexes and facilities, expressed in 2023 dollars, is approximately $126 million, which excludes the recorded AROs related to our U.K. operations discussed below.

We have not recorded a liability for these conditional AROs as of December 31, 2023, because we do not believe there is currently a reasonable basis for estimating a date or range of dates of cessation of operations at our nitrogen manufacturing facilities or our distribution and storage facilities, which is necessary in order to estimate fair value. In reaching this conclusion, we considered the historical performance of each complex or facility and considered factors such as planned maintenance, asset replacements and upgrades of plant and equipment, which if conducted as in the past, can extend the physical lives of our nitrogen manufacturing facilities and our distribution and storage facilities indefinitely. We also considered the possibility of changes in technology, risk of obsolescence, and availability of raw materials in arriving at our conclusion.

In July 2023, we approved and announced our proposed plan to permanently close the ammonia plant at our Billingham complex, and, in September 2023, the final plan was approved. As a result, in the third quarter of 2023, we recognized charges of $3 million for the costs of certain asset retirement activities related to the Billingham site. As of December 31, 2023, asset retirement obligations related to our U.K. operations, including the closed Ince complex, recorded in other current liabilities in our consolidated balance sheet was approximately $6 million. See Note 7—United Kingdom Operations Restructuring and Impairment Charges for additional information.

CF INDUSTRIES HOLDINGS, INC.

25. Leases

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

The components of lease costs were as follows:


	Year ended December 31,
	2023		2022		2021
	(in millions)
Operating lease cost	$	113	$	103	$	102



Short-term lease cost	30		48		25
Variable lease cost	4		6		7

Total lease cost	$	147	$	157	$	134

Supplemental cash flow information related to leases was as follows:


	Year ended December 31,
	2023		2022		2021
	(in millions)

Operating cash flows - cash paid for amounts included in the measurement of operating lease liabilities	$	107	$	100	$	97




Right-of-use (ROU) assets obtained in exchange for operating lease obligations	103		106		80

Supplemental balance sheet information related to leases was as follows:


	December 31,
	2023		2022
	(in millions)

Operating lease ROU assets	$	259	$	254

Current operating lease liabilities	$	96	$	93
Operating lease liabilities	168		167
Total operating lease liabilities	$	264	$	260


	December 31,
	2023		2022
Operating leases
Weighted-average remaining lease term	5 years		4 years
Weighted-average discount rate	4.7	%	3.9	%

As of December 31, 2023, we have entered into two additional leases that have not yet commenced, with future minimum lease payments totaling $26 million and each with a lease term of seven years.

CF INDUSTRIES HOLDINGS, INC.

The following table reconciles the undiscounted cash flows for our operating leases to the operating lease liabilities recorded on our consolidated balance sheet as of December 31, 2023.


	Operating lease payments
	(in millions)
2024	$	93
2025	65
2026	47
2027	34
2028	22
Thereafter	47
Total lease payments	308
Less: imputed interest	(44)

Present value of lease liabilities	264
Less: Current operating lease liabilities	(96)
Operating lease liabilities	$	168

26. Subsequent Event

On January 31, 2024, the Board declared a quarterly dividend of $0.50 per common share, representing an increase from the quarterly dividend of $0.40 per common share that was declared and paid in the fourth quarter of 2023. The dividend will be paid on February 29, 2024 to stockholders of record as of February 15, 2024.

CF INDUSTRIES HOLDINGS, INC.

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