CF Industries Holdings (CF) 10-K risk factor changes: FY2024 vs FY2023

*In addition to the other information contained in this Annual Report on Form 10-K, you should carefully consider the factors discussed below [added: in evaluating the Company and] before deciding to invest in any of our securities.

[removed: Our business is cyclical, resulting in] [added: During] periods of industry [removed: oversupply during which] [added: oversupply,] our [removed: business,] financial condition, results of operations and cash flows tend to be [added: affected] negatively [removed: affected.][added: due to a decline in the price at which we sell our products.]

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

Demand for nitrogen [added: products] is affected by planted acreage, crop selection and fertilizer application rates, driven by population [removed: growth, gross domestic product] [added: changes, economic] growth, changes in dietary habits and non-food use of crops, such as production of ethanol and other [removed: biofuels among other things.][added: biofuels.]

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

[removed: Periods] [added: Periods, or anticipated periods,] of strong demand, [removed: high capacity] [added: high-capacity] utilization [removed: and] [added: or] increasing operating margins tend to stimulate global investment in production capacity.

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

The construction of new nitrogen manufacturing capacity in the industry, [removed: plus] [added: and] improvements to increase output from [removed: the] existing production assets, increase nitrogen supply availability and [removed: affect the balance of supply and demand and] [added: place downward pressure on] nitrogen selling [removed: prices.][added: prices, particularly when supply growth outpaces demand growth.]

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

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

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

Similarly, lower energy prices can spur increases in production in [removed: high cost] [added: high-cost] regions, which would result in increased supply and pressure on selling prices.

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

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

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

We are subject to intense price competition from [removed: our competitors.][added: other producers.]

[removed: The nitrogen products that we produce are global commodities, with little or no product differentiation, and customers] [added: Customers tend to] make their purchasing decisions [added: of these products] principally on the basis of delivered price and, to a lesser extent, customer service and product quality.

As a consequence, conditions in the [removed: international market] [added: global market, including pricing competition,] for nitrogen products significantly influence our operating results.

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

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

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

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

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

[removed: From time to time, certain] [added: Some] of [removed: our competitors with significant nitrogen fertilizer export capacity have benefited] [added: these producers also benefit] from non-market [removed: pricing of] [added: or government-set rates for] natural [removed: gas,] [added: gas pricing,] which has resulted in significant volumes of exports to the United States.

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

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

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

As a result, other manufacturers, traders and other market participants [removed: can move] [added: have historically moved] nitrogen products to North America when there is uncertainty associated with the supply and demand balance in other regions or when duties, tariffs or quotas impact prices or trade flows in other regions.

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

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

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

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

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

[removed: While] [added: Conversely, while] the current Renewable Fuel Standard encourages continued high levels of corn-based ethanol production, various interested parties have called to eliminate or reduce the renewable fuel mandate, or to eliminate or reduce corn-based ethanol as part of the renewable fuel mandate.

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

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

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

While CF Fertilisers UK Limited does not sell solid urea fertilizer in the United Kingdom, limitations on fertilizer use have been and may be considered by other [removed: jurisdictions, such as the EU, which has announced its Farm to Fork Strategy and Biodiversity Strategy.][added: jurisdictions.]

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

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

Additional risks and uncertainties not presently known to us or that we currently do not believe to be material could also adversely affect our business, financial condition, results of operations and cash flows.*

Our industry is cyclical, and our operating results are highly dependent upon and fluctuate based upon changes in supply and demand of nitrogen products and our business, financial condition, results of operations and cash flows tend to be negatively affected in periods of industry oversupply.

Many factors affecting supply and demand of global nitrogen products are out of our control and could significantly impact our business, financial condition, results of operations and cash flows.

As a result, we may experience reduced profit margins, write-downs in the value of our inventory and temporary or permanent curtailments of production.

The nitrogen products that we produce are global commodities or are derived from global commodities, with little or no product differentiation.

In addition, some of these entities may have access to lower cost natural gas supplies, financing, transportation and government-subsidies and tax incentives, which could place us at a competitive disadvantage.

We may not be

However, proposed tariffs on imports into the United States, potential retaliatory tariffs on U.S. exports, and potential renegotiation of trade deals may also impact prices or trade flows.

The European Commission launched its five-year review of these duties in October 2024, which continues into 2025.

Mandated

increases in ethanol production have led to an increase in the amount of corn grown in the United States and to increased fertilizer usage for corn.

Other U.S. policies have had similar impacts on other crops including grains and soybeans.

Adverse weather conditions, which may be impacted by climate change, have in the past and may in the future have various negative impacts on our business, financial condition, results of operations and cash flows.

In contrast, we and other

These transportation operations, equipment and services are subject to various hazards and other sources of disruption, including adverse operating conditions

These operations are currently subject to stringent regulatory requirements due to concerns related to accidents, discharges or other releases of hazardous substances, terrorism, or the potential use of fertilizers as explosives.

Failure, inadequacy, breach of, or unauthorized access to, our information technology systems or those of third-party service providers or customers could negatively affect our business and operations.

From time to time, we update, transition, acquire, or expand use of our and third-party information technology systems, which may result in additional vulnerability.

Measures we implement in an effort to protect, detect, respond to, and minimize or prevent these risks may not be successful, and we may fail to detect or remediate system inadequacies, inadequate controls or procedures, operating failures, unauthorized access, service interruptions or failures, security breaches, malicious intrusions, theft, exfiltration, ransomware, cyberattacks, or other compromises of our systems.

Any of these events could result in material financial, operational, legal, business, or reputational harm to our business.

In the United States, these security laws include the

Our international operations and business activities expose us to risks that could negatively affect our business, financial condition, results of operations and cash flows.

Proposed tariffs on imports into the United States, potential retaliatory tariffs on U.S. exports, and potential renegotiation of trade deals may impact our existing operations or our planned strategic ventures and could adversely affect our business, financial condition, results of operations and cash flows.

We may selectively reduce some foreign currency exchange rate

The occurrence of any one or more of these factors could also increase our costs and adversely affect our results of operations.

acceptable terms or within an acceptable timeframe, if at all.

On August 16, 2022, the Inflation Reduction Act of 2022 (IRA) was enacted into law, which among other things, expanded production tax credits for carbon sequestration and introduced clean hydrogen production tax credits.

The change in U.S. presidential administration and regulatory leadership may result in changes to the underlying legislation or the final guidance issued and impact our ability to receive anticipated tax credits for our low-carbon ammonia projects.

Additionally,

Because liability under CERCLA, and various U.S. state analogues, can be joint and several, a party may be required to bear more than its proportional share of cleanup costs at a site where it has liability if payments cannot be obtained from other responsible parties.

In addition, the extent and nature of existing, proposed and future environmental, health and safety regulations are increasingly uncertain in light of recent U.S. Supreme Court decisions, including *Loper Bright Enterprises v.

Raimondo*, that limit deference to regulatory agencies in the context of certain regulatory decisions.

Expansion or modification of our existing operations or development of new operations is predicated upon securing

In addition, a focus on local and community effects of industrial operations, including chemical plants and pipelines, could impact decisions relating to the issuance of new or renewal of existing permits.

These targets and initiatives are subject to significant change based on political leadership.

For example, the new U.S. presidential administration and regulatory leadership have proposed, and may propose further, policy, regulatory and enforcement changes that may result in the narrowing and/or repeal of environmental and climate change-related laws, regulations and implementation thereof.

These changes, and any administrative and judicial challenges to them or further changes by future administrations, create uncertainty for our business.

For example, changes to the IRA may impact our ability to receive anticipated tax credits for our low-carbon ammonia projects, which, in turn, could negatively affect the profitability of these projects.

Moreover, lowering of GHG reduction targets and the efforts to achieve them, in or outside the United States, may prevent or significantly reduce the development of demand for our low-carbon ammonia products.

These regulations establish carbon dioxide equivalent (CO2e) emissions standards applicable to our facilities in terms of emissions per unit of production.

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

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

During periods of industry oversupply, our financial condition, results of operations and cash flows tend to be affected negatively as the price at which we sell our products typically declines, resulting in possible reduced profit margins, write-downs in the value of our inventory and temporary or permanent curtailments of production.

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

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

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

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

amount of corn grown in the United States and to increased fertilizer usage on both corn and other crops that have also benefited from improved farm economics.

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

During 2023, the daily closing price at the Henry Hub, the most heavily-traded natural gas pricing point in North America, reached a low of $1.72 per MMBtu on three consecutive days in June 2023 and a high of $3.81 per MMBtu on January 5, 2023.

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

We are subject to risks relating to our information technology systems, and any technology disruption or cybersecurity incident could negatively affect our operations.

In addition, President Obama issued in 2013 Executive Order 13650 Improving Chemical Facility Safety and Security to improve chemical facility safety in coordination with owners and operators.

We manufacture and sell certain nitrogen products that can be used as explosives.

We are subject to risks associated with international operations.

Therefore, our insurance coverage may not adequately cover our losses.

We are

A failure to satisfy the financial maintenance covenant under the Revolving Credit Agreement or a breach of the covenants under any of the agreements governing our indebtedness could limit the borrowing availability under the Revolving Credit Agreement or result in an event of default under such agreements.

Our ability to comply with the covenants in the agreements and instruments governing our indebtedness, including the consolidated net leverage ratio maintenance covenant contained in the Revolving Credit Agreement, will depend upon our future performance and various other factors, such as market prices for our nitrogen products, natural gas prices and other business, competitive and regulatory factors, many of which are beyond our control.

We may not be able to maintain compliance with all of these covenants.

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

Revolving Credit Agreement and we would need to seek an amendment to our debt agreements or would need to refinance our indebtedness.

There can be no assurance that we can obtain future amendments or waivers of our debt agreements and instruments, or refinance our debt, and, even if we were able to do so, such relief might only last for a limited period, potentially necessitating additional amendments, waivers or refinancings.

Any noncompliance by us with the covenants under our debt agreements and instruments could result in an event of default under those debt agreements and instruments.

An event of default under an agreement or instrument governing any of our indebtedness may allow our creditors to accelerate the related debt and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies.

If our lenders or holders of our debt securities accelerate the repayment of borrowings, we may be forced to liquidate certain assets to repay all or part of our indebtedness, which could materially and adversely impair our business operations.

An event of default under the Revolving Credit Agreement would permit the lenders thereunder to terminate all commitments to extend further credit under the Revolving Credit Agreement.

In the event our creditors accelerate the repayment of our indebtedness, we cannot assure that we would have sufficient assets to make such repayment.

Potential future downgrades of our credit ratings could adversely affect our access to capital, cause vendors to change their credit terms for doing business with us, and could otherwise have a material adverse effect on us.

As of February 12, 2024, our corporate credit rating by S&P Global Ratings is BBB with a stable outlook; our corporate credit rating by Moody’s Investor Services, Inc. is Baa3 with a positive outlook; and our corporate credit rating with Fitch Ratings, Inc. is BBB with a stable outlook.

These ratings and our current credit condition affect, among other things, our ability to access new capital, especially debt, as well as the payment terms that vendors are willing to provide us.

Negative changes in these ratings may result in more stringent covenants and higher interest rates under the terms of any new debt, and could cause vendors to shorten our payment terms, require us to pay in advance for materials or services, or provide letters of credit, security, or other credit enhancements in order to do business with us.

been material.

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

These regulations establish carbon dioxide equivalent (CO2e) emissions standards applicable to our facilities in terms of emissions per unit of production, with each province using different formulas for establishing these intensity limits and changes in these limits over time (and federal law applying if provincial plans are not considered sufficiently stringent).

Pursuant to Canadian regulations, emissions are subject to an annual increase in price on CO2e through 2030, and these GHG regulations became more stringent effective January 1, 2023 and became subject to an increasing carbon price of CAD $80/tonne on January 1, 2024.

Approximately 200 countries, including the United States, Canada, the United Kingdom and the members of the EU, have joined the Paris Agreement, an international agreement intended to provide a framework pursuant to which the parties to the agreement will attempt to hold the increase in global average temperatures to below 2°C above pre-industrial levels and to pursue efforts to limit the temperature increase to 1.5ºC above pre-industrial levels.

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

In addition, the Biden administration has issued several executive orders focused on climate change to promote more active management of these issues across the executive branch, including by the EPA and the Departments of Energy, Agriculture, Interior, Transportation and Treasury, and has issued proposed and final regulations related to methane and other GHG reduction efforts.

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

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

For a discussion and analysis of the year ended December 31, [removed: 2022] [added: 2023] compared to the year ended December 31, [removed: 2021,] [added: 2022,] see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations in our [removed: 2022] [added: 2023] Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February [removed: 23, 2023.][added: 22, 2024.]

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

Our [removed: 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, [added: retailers,] independent fertilizer distributors, traders, wholesalers and industrial users.

[removed: Our nitrogen products that are upgraded] [added: Products derived] from ammonia [added: that] are [added: most often used as nitrogen fertilizers include] granular urea, urea ammonium nitrate solution (UAN) and ammonium nitrate (AN).

[removed: Our other nitrogen products] [added: Products derived from ammonia that are sold primarily to industrial customers] include diesel exhaust fluid (DEF), urea liquor, nitric acid and aqua [removed: ammonia, which are sold primarily to our industrial customers.][added: ammonia.]

Our principal assets as of December 31, [removed: 2023] [added: 2024] include:

- six U.S. [removed: nitrogen] manufacturing facilities, located in Donaldsonville, Louisiana (the largest [removed: nitrogen] [added: ammonia production] complex in the world); 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. [removed: 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 [removed: nitrogen] manufacturing facilities, located in Medicine Hat, Alberta (the largest [removed: nitrogen] [added: ammonia production] complex in Canada) and Courtright, Ontario;

- a United Kingdom [removed: nitrogen] manufacturing facility located in Billingham;

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

We believe this strategy builds upon [removed: the Company’s] [added: our] leadership in ammonia production to capture emerging opportunities [removed: available] to [added: produce] ammonia [removed: produced] with a lower carbon intensity [added: (“low-carbon ammonia”)] than that of ammonia produced through traditional processes.

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

[removed: They] [added: These opportunities] also include new [removed: applications,] [added: growth opportunities from energy-intensive industries,] such as power generation and marine shipping, [removed: that would use the hydrogen component of the] [added: as] ammonia [removed: molecule for] [added: represents an efficient mechanism to both ship and store hydrogen, as well as a] clean energy [removed: given that] [added: fuel source in its own right as] ammonia does not contain or emit carbon when combusted.

[removed: Under current regulations, the] [added: Each] project [removed: would be] [added: is] expected to qualify [removed: for tax credits] under Section 45Q of the Internal Revenue [removed: Code, which provides a credit] [added: Code for tax credits] per [removed: tonne] [added: metric ton] of [removed: CO2 sequestered.][added: sequestered CO2.]

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

We are [removed: also] evaluating and [added: are] in various stages of [removed: developing] discussions [removed: and agreements] with other companies for [removed: clean ammonia] long-term offtake [removed: opportunities] [added: and/or potential joint investments] related to new [added: and traditional] applications [removed: of] [added: for low-carbon] ammonia.

Our products are [removed: globally traded] [added: global] commodities [added: or derived from global commodities] and are subject to price competition.

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

In general, the prevailing global prices for nitrogen products must be at a level to incent the [removed: high cost] [added: high-cost] marginal producer to produce product at a breakeven or above price, or else they would cease production and leave a portion of global demand unsatisfied.

Average selling prices for all of our major products were lower in [removed: 2023] [added: 2024] than in [removed: 2022,] [added: 2023,] as lower global energy costs reduced the global market clearing price required to meet global demand.

The average selling price for our products was [removed: $347] [added: $313] per ton in [removed: 2023] [added: 2024] compared to [removed: $610] [added: $347] per ton in [removed: 2022.][added: 2023.]

The [removed: 43%] [added: 10%] decrease in the average selling [removed: prices] [added: price] for our products in [removed: 2023] [added: 2024] compared to [removed: 2022] [added: 2023] resulted in a year-over-year decrease in net sales of approximately [removed: $4.98 billion.][added: $716 million.]

Our total sales volume was [removed: 4% higher] [added: 1% lower] in [removed: 2023] [added: 2024] than in [removed: 2022,] [added: 2023,] due primarily to [removed: higher] [added: lower] sales volume in our UAN, [removed: Ammonia] [added: AN] and Other [removed: segments.][added: segments, partially offset by higher sales volume in our Ammonia segment as a result of the Waggaman acquisition on December 1, 2023.]

We shipped [removed: 19.1] [added: 18.9] million tons of product in [removed: 2023] [added: 2024] compared to [removed: 18.3] [added: 19.1] million tons in [removed: 2022.][added: 2023.]

Sales volume for our products in [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] is shown in the table below.

| | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | |

| Ammonia | | | [removed: 3,546] [added: 4,085] | | | | | | $ | [removed: 1,679] [added: 1,736] | | | | | [removed: 3,300] [added: 3,546] | | | | | | $ | [removed: 3,090] [added: 1,679] | | | | | [removed: 3,589] [added: 3,300] | | | | | | $ | [removed: 1,787] [added: 3,090] | |

| Granular Urea | | | [removed: 4,570] [added: 4,522] | | | | | | [removed: 1,823] [added: 1,600] | | | | | | [removed: 4,572] [added: 4,570] | | | | | | [removed: 2,892] [added: 1,823] | | | | | | [removed: 4,290] [added: 4,572] | | | | | | [removed: 1,880] [added: 2,892] | | |

| UAN | | | [removed: 7,237] [added: 6,771] | | | | | | [removed: 2,068] [added: 1,678] | | | | | | [removed: 6,788] [added: 7,237] | | | | | | [removed: 3,572] [added: 2,068] | | | | | | [removed: 6,584] [added: 6,788] | | | | | | [removed: 1,788] [added: 3,572] | | |

| AN | | | [removed: 1,571] [added: 1,464] | | | | | | [removed: 497] [added: 419] | | | | | | [removed: 1,594] [added: 1,571] | | | | | | [removed: 845] [added: 497] | | | | | | [removed: 1,720] [added: 1,594] | | | | | | [removed: 510] [added: 845] | | |

| [removed: Other] [added: Other(1)] | | | [removed: 2,206] [added: 2,101] | | | | | | [removed: 564] [added: 503] | | | | | | [removed: 2,077] [added: 2,206] | | | | | | [removed: 787] [added: 564] | | | | | | [removed: 2,318] [added: 2,077] | | | | | | [removed: 573] [added: 787] | | |

| Total | | | [removed: 19,130] [added: 18,943] | | | | | | $ | [removed: 6,631] [added: 5,936] | | | | | [removed: 18,331] [added: 19,130] | | | | | | $ | [removed: 11,186] [added: 6,631] | | | | | [removed: 18,501] [added: 18,331] | | | | | | $ | [removed: 6,538] [added: 11,186] | |

Natural gas is a significant cost component of our manufactured nitrogen products, representing approximately [removed: 40%] [added: 28%] and [removed: 50%,] [added: 40%,] respectively, of our production costs in [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

The [removed: following table presents the] average daily market price of natural gas at the Henry Hub, the most heavily-traded natural gas pricing point in North [removed: America:][added: America, was $4.25 per MMBtu for the period from January 1, 2025 through February 14, 2025.]

| [removed: | | | Year] [added: Year] ended December [removed: 31, | | |] [added: 31, 2024] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2023] [added: 2024] v. [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2022] [added: 2023] v. [removed: 2021] [added: 2022] | | | | | | | | |

AN is also used extensively by the commercial explosives industry as a component of explosives.

At our core, CF Industries is a producer of ammonia.

We use the Haber-Bosch process to fix atmospheric nitrogen with hydrogen from natural gas to produce anhydrous ammonia, whose chemical composition is NH3.

We sell the ammonia itself or upgrade it to products such as granular urea, UAN and DEF.

A majority of the ammonia and ammonia-derived products we manufacture are used as fertilizer, as the nitrogen content provides energy essential for crop growth.

Other important uses of our products include emissions control.

Our strategy also strengthens our existing business.

We execute our strategy across four dimensions:

- decarbonizing our existing network to accelerate the availability of low-carbon ammonia and upgraded nitrogen products for traditional agricultural and industrial applications;

- evaluating new low-carbon ammonia capacity growth to supply emerging opportunities from power generation and marine shipping, among others;

- forging partnerships to accelerate our timeline, reducing risks and bridging gaps in areas where we do not have expertise; and

- collaborating to build understanding of ammonia’s clean energy capability, safety track record and regulatory environment.

At our Donaldsonville and Yazoo City complexes, our decarbonization projects are leveraging carbon capture and sequestration (CCS) to enable us to convert a portion of our existing ammonia production to low-carbon ammonia.

CCS requires the construction of carbon dioxide (CO2) dehydration and compression units to enable process CO2 captured from the ammonia production process to be transported and sequestered, which prevents approximately 60% of the CO2 generated by ammonia production from being emitted to the atmosphere.

Construction of the dehydration and compression unit at our Donaldsonville complex is in advanced stages, with an estimated total cost of approximately $200 million over the life of the project.

Construction of the dehydration and compression unit at our Yazoo City complex is expected to cost approximately $100 million over the life of the project.

For each facility we have contracted with ExxonMobil to transport and sequester the captured CO2 in permanent geologic storage.

At Donaldsonville, CCS is expected to commence in 2025 and annually will sequester up to approximately 2 million metric tons of CO2 that would otherwise have been emitted to the atmosphere.

At Yazoo City, CCS is expected to commence in 2028 and annually will sequester up to approximately 500,000 metric tons of CO2 that would otherwise have been emitted to the atmosphere.

Decarbonization projects in our existing network also include our electrolyzer project at our Donaldsonville complex to produce ammonia with hydrogen sourced from an electrolysis process that produces no CO2 emissions.

Commissioning of the 20-megawatt alkaline water electrolysis plant to produce hydrogen was suspended due to an issue experienced in the fourth quarter of 2024.

Upon identification and remediation of the issue, we expect to resume commissioning activities.

At full electrolyzer capacity, we will be able to produce approximately 20,000 tons of low-carbon ammonia per year.

Our decarbonization projects also include front-end engineering and design (FEED) studies to inform our evaluation of whether, and how best, to invest in export-oriented, low-carbon ammonia capacity at our Blue Point complex in Ascension Parish, Louisiana, to supply developing clean energy markets and traditional ammonia markets where demand for low-carbon product is emerging.

In the fourth quarter of 2024, we received results from a FEED study evaluating the use of autothermal reforming (ATR) ammonia production technology alongside CCS to enable the production of low-carbon ammonia.

ATR technology, when combined with CCS to capture and sequester process CO2 emissions, is expected to reduce CO2 emissions from the ammonia

production process by more than 90% compared to conventional ammonia plants.

The FEED study results estimate the costs of a project with these attributes to be approximately $4 billion for the approximately 1.4 million metric ton capacity greenfield ATR ammonia facility and CCS technologies.

Additionally, we estimate approximately $500 million would be required for the scalable common infrastructure for our Blue Point complex, such as ammonia storage and a vessel loading dock.

We have entered into joint development agreements (JDAs) with two potential partners, Mitsui & Co., Ltd. and JERA Co., Inc. for the development of the greenfield low-carbon ammonia capacity.

Our evaluation includes assessing whether the ammonia production technology under consideration will satisfy carbon intensity and other requirements for potential end users.

Should a positive final investment decision (FID) be reached to construct greenfield low-carbon ammonia capacity at our Blue Point complex, construction and commissioning is expected to take approximately four years from a positive FID.

These discussions continue to advance as we gain greater clarity regarding demand for low-carbon ammonia, including associated carbon intensity requirements, government incentives and regulatory developments.

In January 2024, a winter storm produced extremely cold temperatures that impacted our operations, including the temporary shut-down and lost production at certain of our plants.

Due to the impact of plant downtime resulting from the adverse weather and additional plant maintenance activity in the first quarter of 2024, we purchased and resold approximately 62,000 tons of ammonia and 48,000 tons of granular urea at near breakeven margins in order to fulfill sales commitments.

The plant downtime led to approximately $75 million of additional costs in the first quarter of 2024 for maintenance, repairs and certain unabsorbed fixed costs.

The acquisition of the Waggaman ammonia production facility closed on December 1, 2023, and therefore provided incremental net sales in the first eleven months of 2024.

As a result, the Waggaman acquisition increased our 2024 sales volume by 644,000 tons and increased our net sales by $249 million due to the incremental eleven months of ownership compared to 2023.

(1)Other segment products primarily include DEF, urea liquor, nitric acid and aqua ammonia.

Most of our

CF INDUSTRIES HOLDINGS, INC.

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

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

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

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

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

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

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

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

Low-carbon ammonia is ammonia produced by conventional processes but with approximately 60-98% of the process and flue gas CO2 generated by ammonia production removed through carbon capture and sequestration (CCS).

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

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

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

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

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

Start-up for the project is planned for 2025.

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

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

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

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

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

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

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

We own the land for the complex, which is located on the west bank of the Mississippi river in Ascension Parish, Louisiana.

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

CF INDUSTRIES HOLDINGS, INC.

new applications.

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

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

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

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

CF INDUSTRIES HOLDINGS, INC.

Geopolitical Environment

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

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

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

During 2022 and 2023, market participants continued to adjust trade flows and manufacturers have continued to adjust production levels in response to changing conditions resulting from these factors.

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

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

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

[removed: We are exposed] [added: Our business operations give rise] to [removed: the impact of] [added: market risk exposure due to] changes in commodity prices, interest rates and foreign currency exchange rates.

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

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

As of December 31, [removed: 2023,] [added: 2024,] we had natural gas derivative contracts covering certain periods through March [removed: 2024.][added: 2025.]

As of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we had open natural gas derivative contracts for [removed: 49.0] [added: 16.0] million MMBtus and [removed: 66.3] [added: 49.0] million MMBtus, respectively.

A $1.00 per MMBtu increase in the forward curve prices of natural gas at December 31, [removed: 2023] [added: 2024] would result in a favorable change in the fair value of these derivative positions of approximately [removed: $48] [added: $14] million, and a $1.00 per MMBtu decrease in the forward curve prices of natural gas would change their fair value unfavorably by approximately [removed: $49] [added: $14] million.

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

As of December 31, [removed: 2023,] [added: 2024,] we had four series of senior notes totaling $3.00 billion of principal outstanding with maturity dates of December 1, 2026, March 15, 2034, June 1, 2043 and March 15, 2044.

As of December 31, [removed: 2023,] [added: 2024,] the carrying value and fair value of our senior notes was approximately $2.97 billion and [removed: $2.89] [added: $2.83] billion, respectively.

[removed: Borrowings] [added: Our primary exposure to interest rate risk results from borrowings] under the [removed: Prior] Revolving Credit [removed: Agreement bore] [added: Agreement, if any, which bear] current market rates of [removed: interest, and we were subject to] interest [removed: rate risk on such borrowings.][added: plus a specified margin.]

As of and during the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] there were no borrowings outstanding under [removed: either] the [removed: Prior] Revolving Credit [removed: Agreement or the New Revolving Credit] Agreement.

We generally do not maintain any exchange rate derivatives or hedges related to these [removed: currencies.][added: currencies, but we may from time to time use foreign currency derivatives (primarily forward exchange contracts) to mitigate foreign currency exchange rate risk.]

To manage such risks, we may, from time to time, utilize derivatives that enable us to mitigate the adverse effects of financial market risk.

Our use of derivatives can result in volatility in reported earnings due to the unrealized mark-to-market adjustments that occur from changes in the value of the derivatives to which we do not apply hedge accounting.

To the extent that our derivative positions lose value, 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, adversely affecting our liquidity.

From time to time, we utilize natural gas derivatives to hedge our financial exposure to the price volatility of natural gas, the principal raw material we use in the production of nitrogen-based products.

We may use natural gas futures, swaps and option contracts traded in over-the-counter markets or on exchanges.

At certain times, we have managed the risk of changes in natural gas prices through the use of derivative financial instruments.

The derivative instruments that we may use for this purpose are primarily natural gas fixed price swaps, basis swaps and options.

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

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

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

Our [removed: 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, [added: retailers,] independent fertilizer distributors, traders, wholesalers and industrial users.

[removed: Our nitrogen products that are upgraded] [added: Products derived] from ammonia [added: that] are [added: most often used as nitrogen fertilizers include] granular urea, urea ammonium nitrate solution (UAN) and ammonium nitrate (AN).

[removed: Our other nitrogen products] [added: Products derived from ammonia that are sold primarily to industrial customers] include diesel exhaust fluid (DEF), urea liquor, nitric acid and aqua [removed: ammonia, which are sold primarily to our industrial customers.][added: ammonia.]

Our principal assets as of December 31, [removed: 2023] [added: 2024] include:

- six U.S. [removed: nitrogen] manufacturing facilities, located in Donaldsonville, Louisiana (the largest [removed: nitrogen] [added: ammonia production] complex in the world); 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. [removed: 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;

- two Canadian [removed: nitrogen] manufacturing facilities, located in Medicine Hat, Alberta (the largest [removed: nitrogen] [added: ammonia production] complex in Canada) and Courtright, Ontario;

- a United Kingdom [removed: nitrogen] manufacturing facility located in Billingham;

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

For the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] we sold [removed: 19.1] [added: 18.9] million, [removed: 18.3] [added: 19.1] million and [removed: 18.5] [added: 18.3] million product tons generating net sales of [removed: $6.63] [added: $5.94] billion, [removed: $11.19] [added: $6.63] billion and [removed: $6.54] [added: $11.19] billion, respectively.

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

The SEC also maintains a website at *www.sec.gov* that contains reports, proxy and information statements and other information [removed: regarding issuers] that [added: we] file electronically with the SEC.

We believe this strategy builds upon [removed: the Company’s] [added: our] leadership in ammonia production to capture emerging opportunities [removed: available] to [added: produce] ammonia [removed: produced] with a lower carbon intensity [added: (“low-carbon ammonia”)] than that of ammonia produced through traditional processes.

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

[removed: They] [added: These opportunities] also include new [removed: applications,] [added: growth opportunities from energy-intensive industries,] such as power generation and marine shipping, [removed: that would use the hydrogen component of the] [added: as] ammonia [removed: molecule for] [added: represents an efficient mechanism to both ship and store hydrogen, as well as a] clean energy [removed: given that] [added: fuel source in its own right as] ammonia does not contain or emit carbon when combusted.

[removed: Under current regulations, the] [added: Each] project [removed: would be] [added: is] expected to qualify [removed: for tax credits] under Section 45Q of the Internal Revenue [removed: Code, which provides a credit] [added: Code for tax credits] per [removed: tonne] [added: metric ton] of [removed: CO2 sequestered.][added: sequestered CO2.]

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

We are [removed: also] evaluating and [added: are] in various stages of [removed: developing] discussions [removed: and agreements] with other companies for [removed: clean ammonia] long-term offtake [removed: opportunities] [added: and/or potential joint investments] related to new [added: and traditional] applications [removed: of] [added: for low-carbon] ammonia.

We funded the balance of the [added: final] purchase [removed: price] [added: price, after adjustment,] with [removed: $1.223] [added: $1.221] billion of cash on hand.

Our primary [removed: nitrogen] products are ammonia, granular urea, UAN and AN.

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

| | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | |

| Ammonia | | | [removed: 3,546] [added: 4,085] | | | | | | $ | [removed: 1,679] [added: 1,736] | | | | | [removed: 3,300] [added: 3,546] | | | | | | $ | [removed: 3,090] [added: 1,679] | | | | | [removed: 3,589] [added: 3,300] | | | | | | $ | [removed: 1,787] [added: 3,090] | |

| Granular Urea | | | [removed: 4,570] [added: 4,522] | | | | | | [removed: 1,823] [added: 1,600] | | | | | | [removed: 4,572] [added: 4,570] | | | | | | [removed: 2,892] [added: 1,823] | | | | | | [removed: 4,290] [added: 4,572] | | | | | | [removed: 1,880] [added: 2,892] | | |

| UAN | | | [removed: 7,237] [added: 6,771] | | | | | | [removed: 2,068] [added: 1,678] | | | | | | [removed: 6,788] [added: 7,237] | | | | | | [removed: 3,572] [added: 2,068] | | | | | | [removed: 6,584] [added: 6,788] | | | | | | [removed: 1,788] [added: 3,572] | | |

| AN | | | [removed: 1,571] [added: 1,464] | | | | | | [removed: 497] [added: 419] | | | | | | [removed: 1,594] [added: 1,571] | | | | | | [removed: 845] [added: 497] | | | | | | [removed: 1,720] [added: 1,594] | | | | | | [removed: 510] [added: 845] | | |

| Other(1) | | | [removed: 2,206] [added: 2,101] | | | | | | [removed: 564] [added: 503] | | | | | | [removed: 2,077] [added: 2,206] | | | | | | [removed: 787] [added: 564] | | | | | | [removed: 2,318] [added: 2,077] | | | | | | [removed: 573] [added: 787] | | |

| Total | | | [removed: 19,130] [added: 18,943] | | | | | | $ | [removed: 6,631] [added: 5,936] | | | | | [removed: 18,331] [added: 19,130] | | | | | | $ | [removed: 11,186] [added: 6,631] | | | | | [removed: 18,501] [added: 18,331] | | | | | | $ | [removed: 6,538] [added: 11,186] | |

Gross margin was [removed: $2.55] [added: $2.06] billion, [removed: $5.86] [added: $2.55] billion and [removed: $2.39] [added: $5.86] billion for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

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

As of December 31, [removed: 2023,] [added: 2024,] the combined production capacity of these eight facilities represented approximately 40%, [removed: 42%,] [added: 40%,] 44% and 19% of North American ammonia, granular urea, UAN and AN production capacity, respectively.

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

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

The following table shows the production capacities as of December 31, [removed: 2023] [added: 2024] at each of our [removed: nitrogen] manufacturing facilities:

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

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Ammonia(1) | | | [removed: 9,496] [added: 9,800] | | | | | | [removed: 9,807] [added: 9,496] | | | | | | [removed: 9,349] [added: 9,807] | | |

AN is also used extensively by the commercial explosives industry as a component of explosives.

Copies of our Corporate Governance

At our core, CF Industries is a producer of ammonia.

We use the Haber-Bosch process to fix atmospheric nitrogen with hydrogen from natural gas to produce anhydrous ammonia, whose chemical composition is NH3.

We sell the ammonia itself or upgrade it to products such as granular urea, UAN and DEF.

A majority of the ammonia and ammonia-derived products we manufacture are used as fertilizer, as the nitrogen content provides energy essential for crop growth.

Other important uses of our products include emissions control.

Our strategy also strengthens our existing business.

We execute our strategy across four dimensions:

- decarbonizing our existing network to accelerate the availability of low-carbon ammonia and upgraded nitrogen products for traditional agricultural and industrial applications;

- evaluating new low-carbon ammonia capacity growth to supply emerging opportunities from power generation and marine shipping, among others;

- forging partnerships to accelerate our timeline, reducing risks and bridging gaps in areas where we do not have expertise; and

- collaborating to build understanding of ammonia’s clean energy capability, safety track record and regulatory environment.

At our Donaldsonville and Yazoo City complexes, our decarbonization projects are leveraging carbon capture and sequestration (CCS) to enable us to convert a portion of our existing ammonia production to low-carbon ammonia.

CCS requires the construction of carbon dioxide (CO2) dehydration and compression units to enable process CO2 captured from the ammonia production process to be transported and sequestered, which prevents approximately 60% of the CO2 generated by ammonia production from being emitted to the atmosphere.

Construction of the dehydration and compression unit at our Donaldsonville complex is in advanced stages, with an estimated total cost of approximately $200 million over the life of the project.

Construction of the dehydration and compression unit at our Yazoo City complex is expected to cost approximately $100 million over the life of the project.

For each facility we have contracted with ExxonMobil to transport and sequester the captured CO2 in permanent geologic storage.

At Donaldsonville, CCS is expected to commence in 2025 and annually will sequester up to approximately 2 million metric tons of CO2 that would otherwise have been emitted to the atmosphere.

At Yazoo City, CCS is expected to commence in 2028 and annually will sequester up to approximately 500,000 metric tons of CO2 that would otherwise have been emitted to the atmosphere.

Decarbonization projects in our existing network also include our electrolyzer project at our Donaldsonville complex to produce ammonia with hydrogen sourced from an electrolysis process that produces no CO2 emissions.

Commissioning of the 20-megawatt alkaline water electrolysis plant to produce hydrogen was suspended due to an issue experienced in the fourth quarter of 2024.

Upon identification and remediation of the issue, we expect to resume commissioning activities.

At full electrolyzer capacity, we will be able to produce approximately 20,000 tons of low-carbon ammonia per year.

Our decarbonization projects also include front-end engineering and design (FEED) studies to inform our evaluation of whether, and how best, to invest in export-oriented, low-carbon ammonia capacity at our Blue Point complex in Ascension Parish, Louisiana, to supply developing clean energy markets and traditional ammonia markets where demand for low-carbon product is emerging.

In the fourth quarter of 2024, we received results from a FEED study evaluating the use of autothermal reforming (ATR) ammonia production technology alongside CCS to enable the production of low-carbon ammonia.

ATR technology, when combined with CCS to capture and sequester process CO2 emissions, is expected to reduce CO2 emissions from the ammonia production process by more than 90% compared to conventional ammonia plants.

The FEED study results estimate the costs of a project with these attributes to be approximately $4 billion for the approximately 1.4 million metric ton capacity greenfield ATR ammonia facility and CCS technologies.

Additionally, we estimate approximately $500 million would be required for the scalable common infrastructure for our Blue Point complex, such as ammonia storage and a vessel loading dock.

We have entered into joint development agreements (JDAs) with two potential partners, Mitsui & Co., Ltd. and JERA Co., Inc. for the development of the greenfield low-carbon ammonia capacity.

Our evaluation includes assessing whether the ammonia production technology under consideration will satisfy carbon intensity and other requirements for potential end users.

Should a positive final investment decision (FID) be reached to construct greenfield low-carbon ammonia capacity at our Blue Point complex, construction and commissioning is expected to take approximately four years from a positive FID.

These discussions continue to advance as we gain greater clarity regarding demand for low-carbon ammonia, including associated carbon intensity requirements, government incentives and regulatory developments.

| Owned(2) | | | 21 | | | | | | 735 | | | | | | — | | | | | | — | | | | | | 9 | | | | | | 236 | | | | | | — | | | | | | — | | |

| Leased(3) | | | 5 | | | | | | 69 | | | | | | 3 | | | | | | 23 | | | | | | 13 | | | | | | 188 | | | | | | — | | | | | | — | | |

| Total In-Market | | | 26 | | | | | | 804 | | | | | | 3 | | | | | | 23 | | | | | | 22 | | | | | | 424 | | | | | | — | | | | | | — | | |

customers and their customers to store significant quantities of this product.

In addition, we are also subject to certain environmental, health and safety laws of jurisdictions where we introduce products, chemicals, or substances into a market.

While the United States has previously been a party to the Paris Agreement and as recently as April 2021 increased its goal to reduce GHG emissions to 50-52% below 2005 levels by 2030, the Trump Administration issued executive orders on January 20, 2025 that seek to undo many of the preceding administration’s climate-focused initiatives and to expand the use of fossil energy, including ordering the withdrawal of the United States from the Paris Agreement, revoking prior climate-focused executive orders, directing the EPA to submit a report on the “legality and continuing applicability” of its 2009 endangerment finding related to GHGs under the Clean Air Act and to issue guidance on the social cost of carbon, including whether it should be eliminated, and pausing clean energy disbursement under the Inflation Reduction Act of 2022.

There exists significant uncertainty with respect to how climate policy and GHG regulation will develop in the United States in the coming years.

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

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

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

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

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

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

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

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

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

Low-carbon ammonia is ammonia produced by conventional processes but with approximately 60-98% of the process and flue gas CO2 generated by ammonia production removed through carbon capture and sequestration (CCS).

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

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

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

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

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

Start-up for the project is planned for 2025.

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

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

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

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

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

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

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

We own the land for the complex, which is located on the west bank of the Mississippi river in Ascension Parish, Louisiana.

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

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

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

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

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

| Owned(2) | | | 22 | | | | | | 766 | | | | | | — | | | | | | — | | | | | | 9 | | | | | | 244 | | | | | | — | | | | | | — | | |

| Leased(3) | | | 5 | | | | | | 69 | | | | | | 3 | | | | | | 35 | | | | | | 19 | | | | | | 279 | | | | | | — | | | | | | — | | |

| Total In-Market | | | 27 | | | | | | 835 | | | | | | 3 | | | | | | 35 | | | | | | 28 | | | | | | 523 | | | | | | — | | | | | | — | | |

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

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

*Culture, Inclusion and Diversity.* Our core values and their underlying principles reflect our commitment to a diverse and inclusive culture, treating one another with respect.

Across the Company, all employees complete training to learn to recognize and address the effects of unconscious bias by challenging assumptions; encouraging diversity of experience, opinion, and expression; and supporting a workplace culture that actively strives to be more inclusive.

As of December 31, 2023, approximately 16% of our global workforce was female and 17% of the Company’s employees in frontline managerial roles were female.

Underrepresented groups account for approximately 18% of the Company’s U.S. workforce and 17% of our U.S. employees in managerial roles.

In order to continue to improve the inclusiveness and diversity of our company and culture, our comprehensive Environmental, Social and Governance (ESG) goals announced in 2020 include goals to increase the representation of females and persons of color in senior leadership roles and to implement a program designed to increase the hiring and promotion of minority and female candidates.

As of December 31, 2023, we had exceeded our representation goal with approximately 37% of senior leadership roles held by females and persons of color.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of the registrant’s common stock held by non-affiliates as of June 30, [removed: 2023] [added: 2024] (the last business day of the registrant’s most recently completed second fiscal quarter), computed by reference to the closing sale price of the registrant’s common stock, was [removed: $13,335,083,067.][added: $13,288,724,410.]

[removed: 188,337,896] [added: 169,536,803] shares of the registrant’s common stock, par value $0.01 per share, were outstanding as of January 31, [removed: 2024.][added: 2025.]

Portions of the registrant’s definitive proxy statement for its [removed: 2024] [added: 2025] annual meeting of shareholders (Proxy Statement) are incorporated by reference into Part III of this Annual Report on Form 10-K.

The Proxy Statement will be filed with the Securities and Exchange Commission, pursuant to Regulation 14A, not later than 120 days after the end of the [removed: 2023] [added: 2024] fiscal year, or, if the registrant does not file the Proxy Statement within such 120-day period, the registrant will amend this Annual Report on Form 10-K to include the information required under Part III of Form 10-K not later than the end of such 120-day period.

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| [PART [removed: IV](#i547b7ccdf0d3431d9be4c53f91ea7505_223)] [added: III](#i60ae87a02c77423dac381667b474d844_223)] | | | | | | | | | | | |

| | | | [Item [removed: 15.](#i547b7ccdf0d3431d9be4c53f91ea7505_226)] [added: 15.](#i60ae87a02c77423dac381667b474d844_244)] | | | [Exhibits and Financial Statement [removed: Schedules](#i547b7ccdf0d3431d9be4c53f91ea7505_226)] [added: Schedules](#i60ae87a02c77423dac381667b474d844_244)] | | | [removed: [122](#i547b7ccdf0d3431d9be4c53f91ea7505_226)] [added: [113](#i60ae87a02c77423dac381667b474d844_244)] | | |

| | | | [Item [removed: 16.](#i547b7ccdf0d3431d9be4c53f91ea7505_229)] [added: 16.](#i60ae87a02c77423dac381667b474d844_247)] | | | [Form 10-K [removed: Summary](#i547b7ccdf0d3431d9be4c53f91ea7505_229)] [added: Summary](#i60ae87a02c77423dac381667b474d844_247)] | | | [removed: [122](#i547b7ccdf0d3431d9be4c53f91ea7505_229)] [added: [113](#i60ae87a02c77423dac381667b474d844_247)] | | |

| [PART I](#i60ae87a02c77423dac381667b474d844_10) | | | | | | | | | | | |

| [PART II](#i60ae87a02c77423dac381667b474d844_37) | | | | | | | | | | | |

| [PART IV](#i60ae87a02c77423dac381667b474d844_241) | | | | | | | | | | | |

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

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

| [PART III](#i547b7ccdf0d3431d9be4c53f91ea7505_205) | | | | | | | | | | | |

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

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

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

The Audit Committee of the Board [removed: provides oversight in connection with] [added: oversees] management’s cybersecurity [added: risk management] efforts.

The Audit Committee receives periodic reports summarizing threat detection and mitigation plans, audits of internal controls, [added: summaries of] training [added: activities] and certification [added: achievements, assessments of cybersecurity program effectiveness] and [added: reports on] other [removed: cyber] [added: cybersecurity] priorities and [removed: initiatives, as well as timely updates from senior leaders on material incidents relating to cybersecurity.][added: initiatives.]

The Audit Committee also receives regular [removed: reports] [added: updates] on the efficacy of our cybersecurity [removed: risks and related policies] [added: program] and [removed: procedures] [added: risk management] from our chief information officer and other members of [removed: senior] management [removed: who] [added: that] are tasked with monitoring cybersecurity risks.

Our chief information officer [removed: oversees] [added: is supported by] a dedicated team of certified cybersecurity professionals, with an average of over [removed: 12] [added: 13] years of relevant experience.

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

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

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

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

- We consider and assess the cybersecurity risks associated with the utilization of third-party service [removed: providers] [added: providers, including cybersecurity vendors, consultants, and auditors,] under our third-party risk management program.

The response plan includes coordinated processes for handling security and data privacy incidents, encompassing communication and effective [removed: response.][added: response, and as appropriate, escalation to the Audit Committee or the Board.]

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

Risk Factors under “Operational [removed: Risks—We are subject to risks relating to] [added: Risks—Failure, inadequacy, breach of, or unauthorized access to,] our information technology [removed: systems, and any technology disruption] [added: systems] or [removed: cybersecurity incident] [added: those of third-party service providers or customers] could negatively affect our [added: business and] operations.”

The ERM program also intends to facilitate the implementation of risk management strategies and risk mitigation processes across the Company that are responsive to the Company’s risk profile, overall business strategies, and specific material risk exposures.

The Board regularly reviews and discusses with members of management responsible for risk management the guidelines and policies governing the ERM process.

Our chief information officer oversees information technology, cybersecurity risk and efforts to prevent and mitigate such risks.

This is in addition to management’s periodic updates on cybersecurity incidents involving the Company or other industry and global participants.

Our chief information officer has over 10 years of experience overseeing cybersecurity teams at both the Company and two other public companies.

of operations, or financial condition.

[removed: Business—Nitrogen Manufacturing] [added: Business—Manufacturing] Facilities and Item 1.

Our common stock is traded on the New York Stock Exchange under the symbol “CF.” As of February [removed: 12, 2024,] [added: 10, 2025,] there were [removed: 680] [added: 657] stockholders of record.

The following table sets forth share repurchases, on a trade date basis, for each of the three months of the quarter ended December 31, [removed: 2023:][added: 2024:]

[removed: (3)Represents] [added: (3)Includes 44] shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units.

| October 1, 2024 - October 31, 2024 | | | 309,508 | | | | | | $ | 84.72 | | | | | 309,508 | | | | | | $ | 1,420,331 | |

| November 1, 2024 - November 30, 2024 | | | 2,082,243 | | | (3) | | | 86.56 | | | | | | 2,082,199 | | | | | | 1,240,097 | | |

| December 1, 2024 - December 31, 2024 | | | 2,055,703 | | | | | | 86.75 | | | | | | 2,055,703 | | | | | | 1,061,767 | | |

| Total | | | 4,447,454 | | | | | | 86.52 | | | | | | 4,447,410 | | | | | | | | |

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

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

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

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

(4)Includes 43 shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units.

We have audited the accompanying consolidated balance sheets of CF Industries Holdings, Inc. and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control* *–* *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 22, 2024] [added: 20, 2025] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

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

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] 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 [added: a] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

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 [removed: $292] [added: $278] million and [removed: $367] [added: $317] million, respectively, as of December 31, [removed: 2023.][added: 2024.]

In connection with [removed: the acquisition,] [added: our acquisition of] the [removed: Company] [added: Waggaman ammonia production facility, we] entered into a long-term ammonia offtake agreement [added: providing for us to supply up to 200,000 tons of ammonia per year to Dyno Nobel, Inc.] (the Supply Contract).

[added: |] Customer [removed: relationships:][added: relationships | | | $ | 505 | | | | | $ | (66) | | | | | $ | 439 | | | | | $ | 505 | | | | | $ | (40) | | | | | $ | 465 | |]

[removed: - Projected] [added: | Accrued] natural gas costs [added: | | | 106 | | | | | | 85 | | |]

[removed: Supply] [added: *Supply] Contract [removed: liability:][added: Liability*]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net sales | | | $ | [removed: 6,631] [added: 5,936] | | | | | $ | [removed: 11,186] [added: 6,631] | | | | | $ | [removed: 6,538] [added: 11,186] | |

| Cost of sales | | | [removed: 4,086] [added: 3,880] | | | | | | [removed: 5,325] [added: 4,086] | | | | | | [removed: 4,151] [added: 5,325] | | |

| Gross margin | | | [removed: 2,545] [added: 2,056] | | | | | | [removed: 5,861] [added: 2,545] | | | | | | [removed: 2,387] [added: 5,861] | | |

| Selling, general and administrative expenses | | | [removed: 289] [added: 320] | | | | | | [removed: 290] [added: 289] | | | | | | [removed: 223] [added: 290] | | |

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

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

| Acquisition and integration costs | | | [removed: 39] [added: 4] | | | | | | [removed: —] [added: 39] | | | | | | — | | |

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

| Total other operating costs and expenses | | | [removed: 307] [added: 314] | | | | | | [removed: 558] [added: 307] | | | | | | [removed: 705] [added: 558] | | |

| Equity in [removed: (loss)] earnings [added: (loss)] of operating affiliate | | | [removed: (8)] [added: 4] | | | | | | [removed: 94] [added: (8)] | | | | | | [removed: 47] [added: 94] | | |

| Operating earnings | | | [removed: 2,230] [added: 1,746] | | | | | | [removed: 5,397] [added: 2,230] | | | | | | [removed: 1,729] [added: 5,397] | | |

| Interest expense | | | [removed: 150] [added: 121] | | | | | | [removed: 344] [added: 150] | | | | | | [removed: 184] [added: 344] | | |

| Interest income | | | [removed: (158)] [added: (123)] | | | | | | [removed: (65)] [added: (158)] | | | | | | [removed: (1)] [added: (65)] | | |

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

| Other non-operating—net | | | [removed: (10)] [added: (14)] | | | | | | [removed: 15] [added: (10)] | | | | | | [removed: (16)] [added: 15] | | |

| Earnings before income taxes | | | [removed: 2,248] [added: 1,762] | | | | | | [removed: 5,095] [added: 2,248] | | | | | | [removed: 1,543] [added: 5,095] | | |

| Income tax provision | | | [removed: 410] [added: 285] | | | | | | [removed: 1,158] [added: 410] | | | | | | [removed: 283] [added: 1,158] | | |

| Net earnings | | | [removed: 1,838] [added: 1,477] | | | | | | [removed: 3,937] [added: 1,838] | | | | | | [removed: 1,260] [added: 3,937] | | |

| Less: Net earnings attributable to noncontrolling interest | | | [removed: 313] [added: 259] | | | | | | [removed: 591] [added: 313] | | | | | | [removed: 343] [added: 591] | | |

| Net earnings attributable to common stockholders | | | $ | [removed: 1,525] [added: 1,218] | | | | | $ | [removed: 3,346] [added: 1,525] | | | | | $ | [removed: 917] [added: 3,346] | |

| Basic | | | $ | [removed: 7.89] [added: 6.75] | | | | | $ | [removed: 16.45] [added: 7.89] | | | | | $ | [removed: 4.27] [added: 16.45] | |

| Diluted | | | $ | [removed: 7.87] [added: 6.74] | | | | | $ | [removed: 16.38] [added: 7.87] | | | | | $ | [removed: 4.24] [added: 16.38] | |

| Basic | | | [removed: 193.3] [added: 180.4] | | | | | | [removed: 203.3] [added: 193.3] | | | | | | [removed: 215.0] [added: 203.3] | | |

| Diluted | | | [removed: 193.8] [added: 180.7] | | | | | | [removed: 204.2] [added: 193.8] | | | | | | [removed: 216.2] [added: 204.2] | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net earnings | | | $ | [removed: 1,838] [added: 1,477] | | | | | $ | [removed: 3,937] [added: 1,838] | | | | | $ | [removed: 1,260] [added: 3,937] | |

| Other comprehensive [added: (loss)] income: | | | | | | | | | | | | | | | | | |

| Foreign currency translation adjustment—net of taxes | | | [removed: 33] [added: (75)] | | | | | | [removed: (38)] [added: 33] | | | | | | [removed: 3] [added: (38)] | | |

February 20, 2025

| | | | (71) | | | | | | 21 | | | | | | 27 | | |

| Total assets | | | $ | 13,466 | | | | | $ | 14,376 | |

| Treasury stock—at cost, 2024—354,264 shares and 2023—0 shares | | | (30) | | | | | | — | | |

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | 1,218 | | | | | | — | | | | | | 1,218 | | | | | | 259 | | | | | | 1,477 | | |

| Retirement of treasury stock | | | — | | | | | | 1,522 | | | | | | (141) | | | | | | (1,381) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Balance as of December 31, 2024 | | | $ | 2 | | | | | $ | (30) | | | | | $ | 1,284 | | | | | $ | 4,009 | | | | | $ | (280) | | | | | $ | 4,985 | | | | | $ | 2,607 | | | | | $ | 7,592 | |

AN is also used extensively by the commercial explosives industry as a component of explosives.

| Production facilities, including machinery and equipment | | | 2 to 30 | | |

*Recently Adopted Pronouncements*

Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (CODM).

We adopted this ASU effective December 31, 2024.

See Note 22—Segment Disclosures, which includes the additional disclosures required by this ASU.

*Recently Issued Pronouncements*

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.

This ASU requires disclosure, within the footnotes to the financial statements, of specified costs and expenses disaggregated from the amounts presented on consolidated statements of operations.

| North America | | | $ | 1,452 | | | | | $ | 1,528 | | | | | $ | 1,416 | | | | | $ | 208 | | | | | $ | 421 | | | | | $ | 5,025 | |

| Europe and other | | | 284 | | | | | | 72 | | | | | | 262 | | | | | | 211 | | | | | | 82 | | | | | | 911 | | |

| Total revenue | | | $ | 1,736 | | | | | $ | 1,600 | | | | | $ | 1,678 | | | | | $ | 419 | | | | | $ | 503 | | | | | $ | 5,936 | |

We expect to

As a result, we recorded an intangible liability with an acquisition date fair value of $757 million, which is being amortized to net sales over the estimated life of the Supply Contract of 25 years.

For the years ended December 31, 2024 and 2023, we amortized $30 million and $3 million, respectively, of the Supply Contract liability into net sales.

As of December 31, 2024 and 2023, we had $724 million and $754 million, respectively, in Supply Contract liability on our consolidated balance sheets.

Estimated amortization of the Supply Contract liability for each of the fiscal years from 2025 to 2029 is approximately $30 million.

Under the terms of the asset

The purchase price adjustments required under the asset purchase agreement were finalized in the second quarter of 2024, which resulted in a $2 million reduction in the purchase price with a corresponding reduction in goodwill.

As a result, the final purchase price was $1.221 billion, and we finalized our purchase accounting for the Waggaman ammonia production facility in the second quarter of 2024.

| | | | Original Valuation(1) | | | | | | Net Adjustments to Fair Value(2) | | | | | | Final Valuation | | |

(2)We finalized our purchase accounting for the Waggaman ammonia production facility in the second quarter of 2024.

| Effect of exchange rate changes | | | (1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1) | | |

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

| | | | December 31, 2024 | | | | | | | | | | | | | | | | | | | | |

| Cash | | | $ | 168 | | | | | $ | — | | | | | $ | — | | | | | $ | 168 | |

| | | | December 31, 2024 | | | | | | | | | | | | | | | | | | | | |

Debt

| | | | (115) | | | | | | 81 | | | | | | (107) | | |

| Foreign-derived intangible income deduction | | | (27) | | | | | | | | | | | | (20) | | | | | | | | | | | | (48) | | | | | | | | |

In the third quarter of 2024, we were informed that the CRA granted us discretionary interest relief for certain tax years from 2006 through 2011.

In the fourth quarter of 2024, we received the CRA portion of the interest relief consisting of interest refunds of $21 million and related interest of $2 million.

Based on current estimates and foreign currency exchange rates as of December 31, 2024, the interest relief from the Alberta TRA is estimated to be approximately $16 million, consisting of interest refunds of $15 million and related interest of $1 million.

CF INDUSTRIES HOLDINGS, INC.

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

*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.

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

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

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

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

The key assumptions included:

- Forecasted product selling prices

- Discount rate

- Forecasted product selling prices

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

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

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

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

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

CF INDUSTRIES HOLDINGS, INC.

February 22, 2024

CF INDUSTRIES HOLDINGS, INC.

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

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

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

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

| 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 | | |

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

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

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

| Payment to CHS related to credit provision | | | — | | | | | | — | | | | | | (5) | | |

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

| Production facilities and related assets | | | 2 to 30 | | |

This ASU is intended to improve reportable segment disclosures through enhanced disclosures about significant segment expenses.

certain level of purchases within the incentive period.

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

| 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 | |

We expect any further purchase price adjustments required under the asset purchase agreement will be completed in 2024.

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.

Under the supervision and with the participation of our senior management, including our principal executive officer and principal financial officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] using the criteria set forth in the *Internal Control—Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Based on this assessment, management has concluded that our internal control over financial reporting is effective as of December 31, [removed: 2023.][added: 2024.]

KPMG LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] which appears on the following page.

(c) *Changes in Internal Control over Financial Reporting.* There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

While there was no impact on the Company’s internal control over financial reporting during the quarter ended December 31, [removed: 2023,] [added: 2024, beginning] in the [removed: first] [added: second] quarter of [removed: 2024,] [added: 2025,] the Company is [removed: upgrading its financial reporting] [added: implementing a new procurement] and [removed: business consolidation] [added: plant asset management] system.

We have audited CF Industries Holdings, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control* *–* *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control* *–* *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 22, 2024] [added: 20, 2025] expressed an unqualified opinion on those consolidated financial statements.

February 20, 2025

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

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

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

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

CF INDUSTRIES HOLDINGS, INC.

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

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

February 22, 2024

During the quarter ended December 31, [removed: 2023,] [added: 2024,] there were no Rule 10b5-1 trading arrangements (as defined in Item 408(a) of Regulation S-K) or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) adopted or terminated by any director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of CF Industries Holdings, Inc.

The Code of Corporate Conduct is posted on our [removed: Internet] [added: corporate] website, *www.cfindustries.com*.

In the event of any amendments to, or waivers from, a provision of the Code of Corporate Conduct affecting the chief executive officer, chief financial officer, controller or persons performing similar functions, we intend to promptly post on our corporate website a description of the amendment or waiver as required under applicable SEC rules.

We have adopted a Policy on Insider Trading applicable to our directors, officers, employees and certain other persons and entities (collectively, “covered persons”) that we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations and any applicable listing standard.

Among other things, our insider trading policy prohibits covered persons who are aware of any material nonpublic information about the Company from, directly or indirectly through family members or other persons or entities as described in the policy, (i) transacting in Company securities, except as provided for therein or (ii) recommending the purchase or sale of any Company securities.

A copy of our Policy on Insider Trading is filed as Exhibit 19 with this Annual Report on Form 10-K.

We intend to disclose on our Internet website any amendment to any provision of the Code of Corporate Conduct that relates to any element of the definition of “code of ethics” enumerated in Item 406(b) of Regulation S-K under the Exchange Act and any waiver from any such provision granted to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

Equity Compensation Plan Information as of December 31, [removed: 2023][added: 2024]

(1)Includes [removed: 122,930] [added: 76,645] shares issuable pursuant to outstanding nonqualified stock options, [removed: 432,639] [added: 471,657] shares issuable pursuant to restricted stock units (RSUs) and [removed: 1,304,393] [added: 1,024,846] shares issuable pursuant to performance restricted stock units (PSUs) under the 2022 Equity and Incentive Plan, the CF Industries Holdings, Inc. 2014 Equity and Incentive Plan (the 2014 Equity and Incentive Plan) and the CF Industries Holdings, Inc. 2009 Equity Incentive Plan.

The PSUs included in this table reflect the full amount awarded to plan participants in [removed: 2021, 2022] [added: 2022, 2023] and [removed: 2023.][added: 2024.]

The three-year performance periods for the PSUs awarded in [removed: 2021, 2022 and] [added: 2022,] 2023 [added: and 2024] are in each case composed of three one-year periods with performance goals set annually.

Because accounting rules require performance goals to be set before a PSU is determined for accounting purposes to have been granted, the number of PSUs reported as outstanding as of December 31, [removed: 2023] [added: 2024] in Note 21—Stock-based Compensation reflects all of the PSUs awarded in [removed: 2021,] [added: 2022,] but only two-thirds of the PSUs awarded in [removed: 2022] [added: 2023] and one-third of the PSUs awarded in [removed: 2023.][added: 2024.]

| Equity compensation plans approved by security holders | | | 1,573,148 | | | | | | $ | 34.67 | | | | | 6,579,925 | | |

| Total | | | 1,573,148 | | | | | | $ | 34.67 | | | | | 6,579,925 | | |

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

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

Information appearing in the Proxy Statement under the headings “Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm for [removed: 2024—Audit] [added: 2025—Audit] and Non-Audit Fees” and “Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm for [removed: 2024—Pre-Approval] [added: 2025—Pre-Approval] of Audit and Non-Audit Services” is incorporated herein by reference.

| | | | [Report of Independent Registered Public Accounting Firm [removed: (](#i547b7ccdf0d3431d9be4c53f91ea7505_196)KPMG] [added: (](#i60ae87a02c77423dac381667b474d844_214)KPMG] LLP, Chicago, IL, PCAOB ID: 185) | | | [removed: [62](#i547b7ccdf0d3431d9be4c53f91ea7505_85)] [added: [57](#i60ae87a02c77423dac381667b474d844_97)] | | |

| | | | [Consolidated Statements of [removed: Operations](#i547b7ccdf0d3431d9be4c53f91ea7505_88)] [added: Operations](#i60ae87a02c77423dac381667b474d844_100)] | | | [removed: [65](#i547b7ccdf0d3431d9be4c53f91ea7505_88)] [added: [59](#i60ae87a02c77423dac381667b474d844_100)] | | |

| | | | [Consolidated Statements of Comprehensive [removed: Income](#i547b7ccdf0d3431d9be4c53f91ea7505_91)] [added: Income](#i60ae87a02c77423dac381667b474d844_103)] | | | [removed: [66](#i547b7ccdf0d3431d9be4c53f91ea7505_91)] [added: [60](#i60ae87a02c77423dac381667b474d844_103)] | | |

| | | | [Consolidated Balance [removed: Sheets](#i547b7ccdf0d3431d9be4c53f91ea7505_94)] [added: Sheets](#i60ae87a02c77423dac381667b474d844_106)] | | | [removed: [67](#i547b7ccdf0d3431d9be4c53f91ea7505_94)] [added: [61](#i60ae87a02c77423dac381667b474d844_106)] | | |

| | | | [Consolidated Statements of [removed: Equity](#i547b7ccdf0d3431d9be4c53f91ea7505_97)] [added: Equity](#i60ae87a02c77423dac381667b474d844_109)] | | | [removed: [68](#i547b7ccdf0d3431d9be4c53f91ea7505_97)] [added: [62](#i60ae87a02c77423dac381667b474d844_109)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i547b7ccdf0d3431d9be4c53f91ea7505_100)] [added: Flows](#i60ae87a02c77423dac381667b474d844_112)] | | | [removed: [69](#i547b7ccdf0d3431d9be4c53f91ea7505_100)] [added: [63](#i60ae87a02c77423dac381667b474d844_112)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i547b7ccdf0d3431d9be4c53f91ea7505_103)] [added: Statements](#i60ae87a02c77423dac381667b474d844_115)] | | | [removed: [70](#i547b7ccdf0d3431d9be4c53f91ea7505_103)] [added: [64](#i60ae87a02c77423dac381667b474d844_115)] | | |

| A list of exhibits filed with this Annual Report on Form 10-K (or incorporated by reference to exhibits previously filed or furnished) is provided in the Exhibit Index on page [removed: [123](#i547b7ccdf0d3431d9be4c53f91ea7505_232)] [added: [114](#i60ae87a02c77423dac381667b474d844_250)] of this report. | | | | | | | | |