What changed in this filing

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Item 1. Business

2023-02-23 compared with 2022-02-24 · 104 added, 132 removed, 295 unchanged (44% of the section changed)

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With our employees focused on safe and reliable operations, environmental stewardship, and disciplined capital and corporate management, we are on a path to decarbonize our ammonia production network – the world’s largest – to enable green and blue hydrogen and nitrogen products for energy, fertilizer, emissions abatement and other industrial activities.

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

Our principal customers are cooperatives, independent fertilizer distributors, traders, wholesalers and industrial users.

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Our nitrogen products that are upgraded from ammonia are granular urea, urea ammonium nitrate solution (UAN) and ammonium nitrate (AN).

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

Our other nitrogen products include diesel exhaust fluid (DEF), urea liquor, nitric acid and aqua ammonia, which are sold primarily to our industrial customers.

Our principal assets as of December 31, 2022 include:

nitrogen manufacturing facilities, located in Donaldsonville, Louisiana (the largest nitrogen complex in the world);

Port Neal, Iowa;

Sergeant Bluff, Iowa (our Port Neal complex);

Yazoo City, Mississippi;

Verdigris, Oklahoma;

Claremore, Oklahoma (our Verdigris complex);

and Woodward, Oklahoma.

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• two Canadian nitrogen manufacturing facilities, located in Medicine Hat, Alberta (the largest nitrogen complex in Canada) and Courtright, Ontario;

• two United Kingdom nitrogen manufacturing facilities, located in Billingham and Ince;

• a United Kingdom nitrogen manufacturing facility located in Billingham;

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

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

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

We have a strategic venture with CHS under which CHS owns an equity interest in CFN, a subsidiary of CF Holdings, which represents approximately 11% of the membership interests of CFN.

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For the years ended December 31, 2022, 2021 and 2020, we sold 18.3 million, 18.5 million and 20.3 million product tons generating net sales of $11.19 billion, $6.54 billion and $4.12 billion, respectively.

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

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

Our Internet website address is www.cfindustries.com.

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We make available free of charge on or through our Internet website, www.cfindustries.com , all of our reports on Forms 10-K, 10-Q and 8-K and all amendments to those reports as soon as reasonably practicable after such material is filed electronically with, or furnished to, the Securities and Exchange Commission (SEC).

Copies of our Corporate Governance Guidelines, Code of Corporate Conduct and charters for the Audit Committee, Compensation and Management Development

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

CF INDUSTRIES HOLDINGS, INC.

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.

of our Board of Directors (the Board) are also available on our Internet website.

We will provide electronic or paper copies of these documents free of charge upon request.

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

Our approach includes green ammonia production, which refers to ammonia produced through a carbon-free process, and blue ammonia production, which relates to ammonia produced by conventional processes but with CO 2 removed through carbon capture and sequestration (CCS) and other certified carbon abatement projects.

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

Our approach includes green ammonia production, which refers to ammonia produced through a carbon-free process, and blue ammonia production, which relates to ammonia produced by conventional processes but with CO 2 byproduct removed through carbon capture and sequestration (CCS).

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.

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

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

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

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.

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

In the third quarter of 2021, we signed a memorandum of understanding with Mitsui & Co., Inc.

(Mitsui) that will guide us in a joint exploration of the development of blue ammonia projects in the United States.

The preliminary studies we are conducting with Mitsui cover areas such as blue ammonia supply and supply chain infrastructure, CO 2 transportation and storage, expected environmental impacts, and blue ammonia economics and marketing opportunities in Japan and in other countries.

We have also announced steps to produce blue ammonia from our ammonia production network.

In the fourth quarter of 2021, our Board of Directors authorized projects that will enable the annual production of up to 1.25 million tons of blue ammonia from our existing network starting in 2024.

The projects will involve constructing units at our Donaldsonville and Yazoo City complexes that dehydrate and compress CO 2 , a process essential for CO 2 transport via pipeline to sequestration sites.

Management expects that, once the units are in service and sequestration is initiated, we could sequester up to 2.5 million tons of CO 2 per year (2 million tons at Donaldsonville and 500,000 tons at Yazoo City).

Under current regulations, the projects would be expected to qualify for tax credits under Section 45Q of the Internal Revenue Code, which provides a credit per tonne of CO 2 sequestered.

Construction of the units at the Donaldsonville complex is expected to begin in 2022 and to be completed in 2024, with an estimated total cost of $200 million.

The Yazoo City project will be timed to coincide with CO 2 transport pipeline construction.

Once started, the project is expected to be completed in three years with an estimated total cost of $85 million.

In addition, we are currently in advanced discussions with several parties regarding transportation and sequestration of CO 2 from Donaldsonville.

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

In July 2022, we and Mitsui & Co., Ltd.

(Mitsui) signed a joint development agreement for the companies’ proposed plans to construct an export-oriented blue ammonia facility.

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

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

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

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

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

We have announced a project with an estimated cost of $200 million to construct a CO 2 dehydration and compression facility at our Donaldsonville complex to enable the transport and permanent sequestration of the ammonia process CO 2 byproduct.

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

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

In October 2022, we announced that we had entered into a definitive CO 2 offtake agreement with ExxonMobil to transport and permanently sequester the CO 2 from Donaldsonville.

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

Under current regulations, the project would be expected to qualify for tax credits under Section 45Q of the Internal Revenue Code, which provides a credit per tonne of CO 2 sequestered.

Company History

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A critical aspect of the new business model was to establish a more economically driven approach to the marketplace.

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

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

At the time of the IPO, our assets consisted of one wholly owned nitrogen manufacturing facility

CF INDUSTRIES HOLDINGS, INC.

in Louisiana, United States;

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

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

At the time of the IPO, our assets consisted of one wholly owned nitrogen manufacturing facility in Louisiana, United States;

a joint venture nitrogen manufacturing facility in Alberta, Canada, of which we owned 66 percent;

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and distribution facilities throughout North America.

CF INDUSTRIES HOLDINGS, INC.

In April 2010, we acquired Terra Industries Inc.

(Terra), a leading North American producer and marketer of nitrogen fertilizer products for a purchase price of $4.6 billion, which was paid in cash and shares of our common stock.

As a result of the Terra acquisition, we acquired five nitrogen fertilizer manufacturing facilities, an approximately 75.3% interest in Terra Nitrogen Company, L.P.

(TNCLP) and certain joint venture interests.

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

As a result, our company became focused solely on nitrogen manufacturing and distribution.

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

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

As a result of the Terra acquisition, we acquired five nitrogen fertilizer manufacturing facilities;

an approximately 75.3% interest in Terra Nitrogen Company, L.P.

(TNCLP), a publicly traded limited partnership;

and certain joint venture interests.

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

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

In March 2014, we exited our phosphate mining and manufacturing business, which was located in Florida, through a sale to The Mosaic Company.

As a result, we became focused solely on nitrogen manufacturing and distribution.

This transaction added CF Fertilisers UK’s nitrogen manufacturing complexes to our consolidated manufacturing capacity.

In February 2016, our strategic venture with CHS commenced, at which time CHS made a capital contribution of $2.8 billion to CFN in exchange for membership interests in CFN, which represented approximately 11% of the total membership interests of CFN.

In late 2015 and 2016, we completed certain capacity expansion projects at Donaldsonville, Louisiana and Port Neal, Iowa.

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

In late 2015 and 2016, we completed capacity expansion projects at our Donaldsonville complex in Louisiana and our Port Neal complex in Iowa.

These projects, originally announced in 2012, included the construction of new ammonia, urea, and UAN plants at our Donaldsonville complex and new ammonia and urea plants at our Port Neal complex.

These plants increased our overall production capacity by approximately 25%, improved our product mix flexibility at Donaldsonville, and improved our ability to serve upper-Midwest urea customers from our Port Neal location.

The total capital cost of the capacity expansion projects was $5.2 billion.

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

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

In 2018, we announced that, in accordance with the terms of TNCLP’s First Amended and Restated Agreement of Limited Partnership (as amended by Amendment No.

1 to the First Amended and Restated Agreement of Limited Partnership, the TNCLP Agreement of Limited Partnership), Terra Nitrogen GP Inc.

(TNGP), the sole general partner of TNCLP and an indirect wholly owned subsidiary of CF Holdings, elected to exercise its right to purchase all of the 4,612,562 publicly traded common units of TNCLP (the TNCLP Public Units).

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

We funded the Purchase with cash on hand.

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

On April 2, 2018, Terra Nitrogen GP Inc., the sole general partner of TNCLP and an indirect wholly owned subsidiary of CF Holdings, completed its purchase of all of the publicly traded common units of TNCLP (the Purchase).

Upon completion of the Purchase, CF Holdings owned, through its subsidiaries, 100 percent of the general and limited partnership interests of TNCLP.

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Our primary nitrogen products are ammonia, granular urea, UAN and AN.

Our historical sales of nitrogen products are shown in the following table.

Our historical sales of nitrogen products by segment are shown in the following table.

Net sales do not reflect amounts used internally, such as ammonia, in the manufacture of other products.

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

Gross margin was $2.39 billion, $801 million and $1.17 billion for the years ended December 31, 2021, 2020 and 2019, respectively.

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

Gross margin was $5.86 billion, $2.39 billion and $801 million for the years ended December 31, 2022, 2021 and 2020, respectively.

We own and operate seven nitrogen manufacturing facilities in North America, including five nitrogen manufacturing facilities in the United States, and two in Canada.

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

Our two United Kingdom nitrogen manufacturing facilities produce ammonia, AN and NPKs and serve primarily the British agricultural and industrial markets.

Our United Kingdom nitrogen manufacturing facility produces ammonia and AN and serves primarily the British agricultural and industrial markets.

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

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500 265 345 — — 400

380 15 — — 575 415

Billingham (U.K.) (8)

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Unconsolidated Affiliate

Point Lisas, Trinidad (12)

PLNL (Trinidad) (11)

360 360 — — — —

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(3) Measured in tons of UAN containing 32% nitrogen by weight.

CF INDUSTRIES HOLDINGS, INC.

(4) Reflects granular urea capacity from the Donaldsonville, Medicine Hat, and Port Neal facilities.

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(5) AN includes prilled products (Amtrate and industrial-grade AN, or IGAN) and AN solution produced for sale.

CF INDUSTRIES HOLDINGS, INC.

(6) Includes product tons of:

urea liquor and DEF from the Donaldsonville, Port Neal, Woodward, Yazoo City, and Courtright facilities;

nitric acid from the Courtright, Yazoo City, Billingham, and Ince facilities;

and NPKs from the Ince facility.

nitric acid from the Courtright, Yazoo City and Billingham facilities.

Production of DEF can be increased by reducing urea and/or UAN production.

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(10) Production of urea liquor and DEF at the Courtright facility can be increased by reducing UAN production.

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

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

(11) Represents our 50% interest in the capacity of PLNL.

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The complex has on-site storage for 60,000 tons of ammonia and 60,000 tons of granular urea.

Port Neal, Iowa

The Port Neal facility is located approximately 12 miles south of Sioux City, Iowa, on the Missouri River.

Sergeant Bluff, Iowa (the Port Neal facility)

The Port Neal facility is located approximately 12 miles south of Sioux City, Iowa, on the Missouri River in Sergeant Bluff, Iowa.

The facility consists of two ammonia plants, three urea plants, two nitric acid plants and one UAN plant.

The location has on-site storage for 85,000 tons of ammonia, 130,000 tons of granular urea, and 100,000 tons of 32% UAN.

Verdigris, Oklahoma

The Verdigris facility is located northeast of Tulsa, Oklahoma, near the Verdigris River.

Claremore, Oklahoma (the Verdigris facility)

The Verdigris facility is located northeast of Tulsa, Oklahoma, near the Verdigris River, in Claremore, Oklahoma.

It is the second largest UAN production facility in North America.

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The complex has on-site storage for 60,000 tons of ammonia and 100,000 tons of 32% UAN.

CF INDUSTRIES HOLDINGS, INC.

Woodward, Oklahoma

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The facility has on-site storage for 36,000 tons of ammonia and 84,000 tons of 32% UAN.

CF INDUSTRIES HOLDINGS, INC.

Yazoo City, Mississippi

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The location has on-site storage for 64,000 tons of ammonia and 16,000 tons of 32% UAN.

Ince, United Kingdom

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

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

Production at the Ince facility is currently idled as of the date of this report due to the impact of the current energy crisis in the United Kingdom that is more fully described in Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview of CF Holdings—Market Conditions and Current Developments—United Kingdom Energy Crisis.

Billingham, United Kingdom

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Point Lisas, Trinidad

The Point Lisas Nitrogen facility in the Republic of Trinidad and Tobago is owned jointly through a 50/50 venture with Koch Fertilizer LLC.

The Point Lisas Nitrogen facility in Trinidad is owned jointly through a 50/50 venture with Koch Fertilizer LLC.

This facility has the capacity to produce 720,000 tons of ammonia annually from natural gas supplied under a contract with The National Gas Company of Trinidad and Tobago Limited (NGC).

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Our facilities utilize the following natural gas hubs:

Henry Hub in Louisiana;

SONAT and TETCO ELA in Louisiana;

Henry Hub, SONAT and TETCO ELA in Louisiana;

ONEOK in Oklahoma;

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Each of our production facilities has a unique distribution pattern based on its production capacity and location.

CF INDUSTRIES HOLDINGS, INC.

Our North American nitrogen production facilities can ship products via truck and rail to customers and to our storage facilities in the U.S.

and Canada, with access to our leased railcar fleet of approximately 5,000 tank and hopper cars, as well as railcars provided by rail carriers.

Our United Kingdom nitrogen production facilities mainly ship products via truck.

Our United Kingdom nitrogen production facility mainly ships products via truck.

The North American waterway system is also used extensively to ship products from our Donaldsonville, Verdigris and Yazoo City facilities.

To ship ammonia and UAN, we employ a fleet of ten tow boats and twenty-eight river barges, which are primarily leased.

We also utilize contract marine services to move granular urea.

We can also export nitrogen products via seagoing vessels from our Donaldsonville, Yazoo City, Billingham and Ince manufacturing facilities.

To ship ammonia and UAN, we employ a fleet of up to eleven tow boats and thirty-six river barges, which are primarily leased.

We also utilize contract marine services to move granular urea and AN.

We can also export nitrogen products via seagoing vessels from our Donaldsonville and Billingham manufacturing facilities.

The Donaldsonville facility is connected to the 2,000-mile long Nustar pipeline through which we have the ability to transport ammonia to ten terminals and shipping points in the Midwestern U.S.

CF INDUSTRIES HOLDINGS, INC.

Storage Facilities and Other Properties

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(2) The owned facilities that store UAN also can store ammonia.

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

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

The principal customers for our nitrogen products are cooperatives, independent fertilizer distributors, traders, wholesalers and industrial users.

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During the peak demand periods, product availability and delivery time also play a role in the buying decisions of customers.

Our primary North American-based competitors include Nutrien Ltd., Koch Fertilizer LLC and Iowa Fertilizer Company.

Our primary North American-based competitors include Nutrien Ltd., Koch Fertilizer LLC, N-7 LLC (a joint venture between OCI N.V.

and Dakota Gasification Company) and Yara International.

There is also significant competition from products sourced from other regions of the world, including some with lower natural gas or other feedstock costs, which may include the benefit of government subsidies.

Because ammonia, urea and UAN are widely-traded fertilizer products and there are limited barriers to entry, we experience competition from foreign-sourced products continuously.

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

Our primary United Kingdom competition comes from imported products supplied by companies including Yara International, Origin Fertilisers, Ameropa, CHS and Helm.

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

Our primary United Kingdom competition comes from imported products supplied by companies including Yara International, Origin Fertilisers, Ameropa and Thomas Bell & Sons Ltd.

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

CF INDUSTRIES HOLDINGS, INC.

The fertilizer business is seasonal.

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The seasonality of fertilizer demand generally results in our sales volumes and net sales being the highest during the spring and our working capital requirements being the highest just prior to the start of the spring planting season.

Our quarterly financial results can vary significantly from one year to the next due to weather-related shifts in planting schedules and purchasing patterns.

Our quarterly financial results can vary significantly from one year to

CF INDUSTRIES HOLDINGS, INC.

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

Environmental, Health and Safety

We are subject to numerous environmental, health and safety laws and regulations in the United States, Canada, the United Kingdom, the European Union and the Republic of Trinidad and Tobago, including laws and regulations relating to the generation and handling of hazardous substances and wastes;

We are subject to numerous environmental, health and safety laws and regulations in the United States, Canada, the United Kingdom, the European Union (EU) and Trinidad, including laws and regulations relating to the generation and handling of hazardous substances and wastes;

the introduction of new chemicals or substances into a market;

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Our environmental, health and safety capital expenditures in 2022 totaled approximately $31 million.

We estimate that we will have approximately $63 million of capital expenditures for environmental, health and safety in 2022.

We estimate that we will have approximately $57 million of environmental, health and safety capital expenditures in 2023.

In addition, to support safe and reliable operations at our continuous process manufacturing facilities, we conduct scheduled inspections, replacements and overhauls of our plant machinery and equipment, which are referred to as turnarounds.

A further description of turnaround activities is included in Note 7—Property, Plant and Equipment—Net to our consolidated financial statements included in Item 8 of this report.

A further description of turnaround activities is included in Note 6—Property, Plant and Equipment—Net in the notes to consolidated financial statements included in Item 8 of this report.

Environmental, health and safety laws and regulations are complex, change frequently and have tended to become more stringent over time.

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The current owner of the property and a former mining contractor received similar notices for the site.

Based on a Consent Order entered into with IDEQ and the U.S.

Forest Service in 2014, we and the current property owner are currently conducting a remedial investigation and feasibility study of the site.

In 2014, we and the current property owner entered into a Consent Order with IDEQ and the U.S.

Forest Service to conduct a remedial investigation and feasibility study of the site.

The remedial investigation was submitted to the agencies in 2021.

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

In 2015, we and several other parties received a notice that the U.S.

Department of the Interior and other trustees intend to undertake a natural resource damage assessment for 18 former phosphate mines and three former processing facilities in southeast Idaho, which includes the Georgetown Canyon former mine and processing facility.

Department of the Interior and other trustees intended to undertake a natural resource damage assessment for 18 former phosphate mines and three former processing facilities in southeast Idaho, which includes the Georgetown Canyon former mine and processing facility.

See Note 20—Contingencies for additional information.

CF INDUSTRIES HOLDINGS, INC.

Regulation of Greenhouse Gases

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We are subject to GHG regulations in the United Kingdom, Canada and the United States.

manufacturing plants are required to report GHG emissions annually to the United Kingdom Environment Agency pursuant to their site Environmental Permits and Climate Change Agreement, which specify energy efficiency targets.

Failure to meet efficiency targets may require these plants to purchase CO 2 emissions allowances.

Our facilities were previously subject to the European Union Greenhouse Gas Emission Trading System (EU ETS), which generally required us to hold or obtain emission allowances to offset GHG emissions from those aspects of our operations that were subject to regulation under this program.

Beginning on January 1, 2021, our U.K.

manufacturing plants became subject to the UK Emissions Trading Scheme (UK ETS).

The UK ETS is similar to the EU ETS, although the U.K.

ETS regulations established a lower emission cap than was established under the EU ETS.

No agreement has been reached as to whether the UK ETS will establish a linkage with the EU ETS or other national emission trading systems.

In Canada, we are required to conduct an annual review of our operations with respect to compliance with Environment Canada’s National Pollutant Release Inventory and Ontario’s Mandatory Monitoring and Reporting Regulation and the GHG Reporting Regulation.

In 2018, the federal Greenhouse Gas Pollution Pricing Act came into effect, pursuant to which Environment and Climate Change Canada (ECCC) implemented the Output-Based Performance Standard (OBPS), which was intended to function as a backstop to provincial greenhouse gas emissions regulations.

In June 2019, the ECCC finalized the emission limits for carbon dioxide equivalent (CO 2 e) emissions from nitrogen fertilizer products.

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

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

The fee under the OBPS for calendar year 2021 was CAD $40 per tonne of excess carbon dioxide equivalent emissions, and will be CAD $50 per tonne in 2022.

Under the current program, the excess emission fee will increase by CAD $15 per year after 2022, reaching CAD $170 per tonne by 2030.

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

In July 2019, the Ontario government enacted a new GHG regulation, called the Emissions-Performance Standards program (EPS), that sets CO 2 e emissions limits for nitrogen products based on a production weighted sectoral average.

For facilities whose carbon emissions exceed the applicable limit, compliance options include the purchase of excess emission units, for a fee of CAD $40 per unit purchased in 2022 (which can be used to offset excess emissions in the 2021 calendar period) and CAD $50 per unit purchased in 2023 (to offset excess emissions in calendar year 2022).

In September 2020, ECCC announced that the Ontario EPS met the federal government’s minimum stringency benchmark requirements, and in September 2021, the ECCC announced that the federal OBPS would no longer apply in Ontario beginning in January 2022.

Accordingly, the Ontario EPS became applicable on January 1, 2022.

In 2019, the Alberta government passed the Technology Innovation and Emission Reduction Implementation Act (TIER), which went into effect on January 1, 2020.

The TIER requires large emitting facilities (other than electricity producers, which are subject to a different standard) to comply with the least stringent of a “facility-specific” benchmark of 90% of historical GHG emissions intensity from a three-year baseline, which intensity limit will be reduced by 1% a year beginning in 2021, or a benchmark reflecting the emissions intensity of the top 10% of facilities for a given sector.

The compliance options under the TIER initially established the price for payments into its carbon fund at CAD $30 per excess tonne of emissions.

In December 2019, the federal government determined that the TIER met the stringency requirements of the OBPS with respect to its regulation of large industrial emitters for 2020.

The levy for excess emissions of CO 2 e in Alberta for 2021 was CAD $40 per tonne and it is anticipated that the Alberta government will increase the levy for excess emissions of CO 2 e for calendar year 2022 to CAD $50 per tonne, to match the price of carbon established in the OBPS.

manufacturing plant is required to report GHG emissions annually to the United Kingdom Environment Agency pursuant to its site Environmental Permits and Climate Change Agreement, which specifies energy efficiency targets.

Failure to meet efficiency targets may require the plant to purchase CO 2 emissions allowances.

manufacturing plant is subject to the UK Emissions Trading Scheme (UK ETS), which generally requires us to hold or obtain emission allowances to offset GHG emissions from those aspects of our operations that are subject to regulation under this program.

CF INDUSTRIES HOLDINGS, INC.

In Canada, we are required to conduct an annual review of our operations with respect to compliance with Environment Canada’s National Pollutant Release Inventory, Ontario’s Mandatory Monitoring and Reporting Regulation, and the GHG Reporting Regulation.

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

Each of these laws establishes carbon dioxide equivalent (CO 2 e) emissions standards applicable to our facilities in terms of emissions per unit of production, with the provincial laws and the federal law using different formulas for establishing the intensity-based limits and the reductions in these limits over time.

The federal law is the Greenhouse Gas Pollution Pricing Act, which came into effect in 2018 and is intended to function only as a backstop to the provincial programs if such programs do not meet minimum federal criteria.

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

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

If a facility’s CO 2 e emissions exceed the applicable limit, the excess emissions must be offset, either through obtaining qualifying emission credits or by making a payment for each ton of excess emissions.

For calendar year 2023, the excess emissions fee under the federal, Alberta and Ontario regulatory programs is CAD $65 per tonne, which fee will increase by CAD $15 per tonne per year, reaching CAD $170 per tonne by 2030.

In the United States, GHG regulation is evolving at state, regional and federal levels, although some of the more significant developments to date, including efforts of the United States Environmental Protection Agency (EPA) to regulate GHG emissions from fossil fuel-fired power plants, do not directly impose obligations on our facilities.

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manufacturing facilities, which are considered large emitters of GHGs, to commence monitoring GHG emissions beginning on January 1, 2010 and reporting the previous year’s emissions annually starting in 2011.

In addition, if we seek to modify or expand any of our major facilities and as a result, are required to

CF INDUSTRIES HOLDINGS, INC.

obtain a Prevention of Significant Deterioration (PSD) construction permit applicable to such facilities, we could be subject to pollution control requirements applicable to GHGs in addition to requirements applicable to conventional air pollutants.

In addition, if we seek to modify or expand any of our major facilities and as a result, are required to obtain a Prevention of Significant Deterioration (PSD) construction permit applicable to such facilities, we could be subject to pollution control requirements applicable to GHGs in addition to requirements applicable to conventional air pollutants.

Such requirements may result in increased costs or delays in completing such projects.

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Increasing concern over the impacts of climate change is driving countries to establish ever more ambitious GHG reduction targets.

Approximately 200 countries, including the United States, Canada, the United Kingdom and the European Union (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 1.5°C above pre-industrial levels.

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 1.5°C above pre-industrial levels.

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

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

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

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

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 or prohibiting new oil and gas leases on federal lands, and in general, making climate change considerations a critical component of federal policy.

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.

Regulatory Permits and Approvals

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Employee Population.

We employed approximately 3,000 employees at December 31, 2021, of which 67% were located in the United States, 19% in the United Kingdom, and 14% in Canada.

As of December 31, 2021, 14% of our employees have worked for the Company more than 20 years, 17% of our employees have worked for the Company between 11 and 20 years, 29% of our employees have worked for the Company between 6 and 10 years, and 40% of our employees have worked at the Company for less than 6 years.

Full-time employees represented approximately 99% of our workforce as of December 31, 2021 and approximately 15% were covered by a collective bargaining agreement.

We employed approximately 2,700 employees at December 31, 2022, of which 76% were located in the United States, 15% in Canada, and 9% in the United Kingdom.

As of December 31, 2022, 12% of our employees have worked for the Company more than 20 years, 18% of our employees have worked for the Company between 11 and 20 years, 28% of our employees have worked for the Company between 6 and 10 years, and 42% of our employees have worked at the

CF INDUSTRIES HOLDINGS, INC.

Company for less than 6 years.

Full-time employees represented nearly 100% of our workforce as of December 31, 2022 and approximately 6% were covered by collective bargaining agreements.

We supplement our workforce with contractors with specialized skill sets during periods of peak activity, such as during turnarounds and maintenance events.

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Operating in a safe and responsible manner is a core value and an integral part of what sets the Company apart.

We believe that focusing on leading indicators - such as the behavioral safety practices we have incorporated into our annual incentive plan - to drive and measure activities that prevent and control safety incidents, results in our industry-leading safety record.

As of December 31, 2021, our employee 12-month rolling average recordable incident rate (RIR) was 0.32 incidents per 200,000 work hours, and our total recordable injury count was nine.

For the year ended December

CF INDUSTRIES HOLDINGS, INC.

31, 2021, our days away, restricted or transferred (DART) incident rate was 0.21 injuries per 200,000 work hours, and our lost time incident rate was 0.11.

Response to COVID-19 Pandemic.

During fiscal 2020 and 2021, in response to the COVID-19 pandemic, we instituted and have continued to enforce safety precautions to protect the health and well-being of all of our employees, including the manufacturing workforce who operate our nitrogen manufacturing complexes and distribution facilities.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview of CF Holdings—Market Conditions and Current Developments—COVID-19 Pandemic, for a further discussion of the pandemic.

We believe that focusing on leading indicators - such as the behavioral safety practices we have incorporated into our annual incentive plan — to drive and measure activities that prevent safety incidents, results in our industry-leading safety record.

As of December 31, 2022, our employee 12-month rolling average recordable incident rate (RIR) was 0.33 incidents per 200,000 work hours, and during the year ended December 31, 2022, our total recordable injury count was nine.

For the year ended December 31, 2022, our days away, restricted or transferred (DART) incident rate was 0.22 injuries per 200,000 work hours, and our lost time incident rate was 0.04 injuries per 200,000 work hours.

Talent Development.

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Leadership is the quality that drives our values and sets us apart.

To help foster leadership, we have developed a set of leadership competencies that provide a common language for how to demonstrate leadership at every level of the organization.

We view training and development programs as being a key part of succession planning, allowing us to grow a stronger company today and in the future.

To help foster leadership, we have developed a set of leadership competencies that provide a common language for how to demonstrate leadership at every level of the organization and have embedded them into all talent management processes, including selection, performance management and succession planning.

We view training and development programs as being a key part of talent management, allowing us to grow a stronger company today and in the future.

CF INDUSTRIES HOLDINGS, INC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business