What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-02-22 compared with 2023-02-23 · 347 added, 319 removed, 1551 unchanged (30% of the section changed)

24 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

CF INDUSTRIES HOLDINGS, INC.

Measurements of projected benefit obligations

As discussed in Note 13 to the consolidated financial statements, the Company’s projected benefit obligation (PBO) associated with its defined benefit pension plans established in North America and the United Kingdom was $292 million and $367 million, respectively, as of December 31, 2023.

The Company’s PBO represents an actuarially determined estimate of the present value of the future benefit payments attributed to past service under its pension plans to the beneficiaries of those plans.

In addition to measuring the PBO as of December 31, 2022, a remeasurement of the PBO was done in July 2022 when the Company entered into an agreement with an insurance company to purchase a non-participating group annuity contract and transferred approximately $375 million of its primary U.S.

defined benefit pension plan’s PBO to the insurance company.

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

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

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

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

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

The Company’s PBO represents an actuarially determined estimate of the present value of the vested benefits to which each eligible employee is currently entitled, based on the employee’s expected date of separation or retirement.

Determining the PBO requires the Company to make assumptions, including the selection of a discount rate for each of the North America and United Kingdom plans.

We identified the evaluation of the Company’s measurements of the PBO as a critical audit matter.

Specialized skills were needed to evaluate the discount rates utilized in the measurement of the PBO for each of the North America and United Kingdom plans.

In addition, subjective auditor judgment was required to evaluate these discount rates, as minor changes to these discount rates could have a significant impact on the PBO.

CF INDUSTRIES HOLDINGS, INC.

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

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

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s PBO accounting process, including controls related to the determination of discount rates.

We involved actuarial professionals with specialized skills and knowledge, who assisted in:

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

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

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

• recalculating the Company’s single equivalent discount rate using the PBO cash flows and the Company’s actuaries’ proprietary yield curve for the North American discount rates

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

• developing discount rates using publicly available yield curves for the United Kingdom, adjusted for the assessment of the timing of payments expected to be made to beneficiaries under the Company’s pension plans, and comparing those to the Company’s selected discount rates for the United Kingdom

• developed an inflationary factor using published spot rate projection based on the assessment of the timing of payments expected to be made to beneficiaries under the Company’s pension plans within the United Kingdom, and comparing that to the Company’s adjusted RPI.

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

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

The United Kingdom restructuring plan included a planned permanent closure of the Company’s Ince facility, which was akin to a decision to dispose of a long-lived asset (group) before the initially intended date and therefore it was determined to be an indicator of impairment.

In response to this impairment indicator, the Company compared the undiscounted cash flows expected to result from the use and eventual disposition of the Ince asset group to its carrying amount and concluded the carrying amount was not recoverable and should be adjusted to its fair value.

The Company estimated fair value based on the salvage value of its Ince asset group by determining the replacement cost of the underlying assets and then adjusting each of the asset categories to an estimated salvage value.

CF INDUSTRIES HOLDINGS, INC.

Company considered, but did not rely upon, a market or income based fair value approach as there was not an active secondary market for the Ince assets nor was the property generating future cash flows from operations.

Salvage values were estimated using industry recognized price publications.

We identified the evaluation of the estimated salvage value of the Ince asset group as a critical audit matter.

Subjective auditor judgment was required to evaluate the selection of the valuation approach and assumptions used by the Company to estimate the fair value of these long-lived assets.

Key assumptions made by the Company include inflationary adjustments to original asset costs to arrive at replacement costs and salvage value adjustment factors applied to asset replacement costs.

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

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

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

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

• recalculating the Company’s discount rate for the North America plans using the PBO cash flows and the Company’s actuaries’ proprietary yield curve for the North America discount rates

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

• evaluating discount rates using benchmark yield curves for the United Kingdom, adjusted for the assessment of the timing of payments expected to be made to beneficiaries under the Company’s United Kingdom pension plans, and comparing those to the Company’s selected discount rates for the United Kingdom plans.

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

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

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

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

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

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

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

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

The key assumptions included:

Customer relationships:

• Forecasted product selling prices

• Projected natural gas costs

• Discount rate

Supply Contract liability:

• Forecasted product selling prices

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

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s long-lived assets impairment process, including controls related to the selection of the valuation approach and assumptions used to estimate salvage values as noted above.

We involved valuation professionals with specialized skills and knowledge, who assisted in:

• evaluating the Company’s assertion that the cost approach represented the highest and best use of the Ince asset group, by considering whether an active secondary market existed for the Ince assets and whether sufficient income was attributable to the property on an in-use basis

• evaluating inflationary adjustments to original asset costs used in the replacement cost estimates by comparing them to publicly available inflationary indices

• evaluating the estimated salvage value adjustment factors by comparing them to industry recognized price publications.

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

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

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

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

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

CF INDUSTRIES HOLDINGS, INC.

(signed) KPMG LLP

14 unchanged sentences

operations restructuring 10 19 —

Acquisition and integration costs 39 — —

Other operating—net ( 31 ) 10 ( 39 )

Total other operating costs and expenses 307 558 705

Equity in earnings of operating affiliate 94 47 11

Equity in (loss) earnings of operating affiliate ( 8 ) 94 47

Operating earnings 2,230 5,397 1,729

43 unchanged sentences

Goodwill 2,495 2,089

Intangible assets—net 538 15

Operating lease right-of-use assets 259 254

12 unchanged sentences

Operating lease liabilities 168 167

Supply contract liability 754 —

Other liabilities 314 375

4 unchanged sentences

Retained earnings 4,535 3,867

Treasury stock—at cost, 2022— 0 shares and 2021— 27,962 shares

Accumulated other comprehensive loss ( 209 ) ( 230 )

27 unchanged sentences

— — — ( 260 ) — ( 260 ) — ( 260 )

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

Distributions declared to noncontrolling interest — — — — — — ( 194 ) ( 194 )

10 unchanged sentences

— — — ( 306 ) — ( 306 ) — ( 306 )

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

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

25 unchanged sentences

Loss on debt extinguishment — 8 19

Unrealized net loss (gain) on natural gas derivatives 41 25 ( 6 )

Unrealized net (gain) loss on natural gas derivatives ( 39 ) 41 25

Impairment of equity method investment in PLNL 43 — —

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

4 unchanged sentences

Loss on disposal of property, plant and equipment 4 2 3

Undistributed earnings of affiliate—net of taxes ( 1 ) ( 6 ) ( 1 )

Undistributed losses (earnings) of affiliate—net of taxes 3 ( 1 ) ( 6 )

Changes in assets and liabilities, net of acquisition:

Accounts receivable—net 100 ( 110 ) ( 235 )

8 unchanged sentences

Proceeds from sale of property, plant and equipment 1 1 1

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

Distributions received from unconsolidated affiliate — 6 —

Insurance proceeds for property, plant and equipment — — 2

Purchase of investments held in nonqualified employee benefit trust ( 1 ) ( 1 ) ( 13 )

2 unchanged sentences

Proceeds from sale of emission credits 39 15 58

Other—net 5 — —

Net cash used in investing activities ( 1,679 ) ( 440 ) ( 466 )

1 unchanged sentence

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

Proceeds from short-term borrowings — — 500

Repayments of short-term borrowings — — ( 500 )

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

7 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 3 ( 20 ) 1

Increase in cash and cash equivalents 695 945 396

(Decrease) increase in cash and cash equivalents ( 291 ) 695 945

Cash and cash equivalents at beginning of period 2,323 1,628 683

5 unchanged sentences

Our mission is to provide clean energy to feed and fuel the world sustainably.

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

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

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

3 unchanged sentences

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

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

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

All references to “CF Holdings,” “the Company,” “we,” “us” and “our” refer to CF Industries Holdings, Inc.

and its subsidiaries, except where the context makes clear that the reference is only to CF Industries Holdings, Inc.

itself and not its subsidiaries.

and its subsidiaries, except where the context makes clear that the reference is to CF Industries Holdings, Inc.

only and not its subsidiaries.

All references to “CF Industries” refer to CF Industries, Inc., a 100% owned subsidiary of CF Industries Holdings, Inc.

4 unchanged sentences

Claremore, Oklahoma (our Verdigris complex);

and Woodward, Oklahoma.

These facilities are wholly owned directly or indirectly by CF Industries Nitrogen, LLC (CFN), of which we own approximately 89 % and CHS Inc.

Woodward, Oklahoma;

and Waggaman, Louisiana.

The Waggaman facility is wholly owned by us, and the other five U.S.

nitrogen manufacturing facilities are wholly owned directly or indirectly by CF Industries Nitrogen, LLC (CFN), of which we own approximately 89 % and CHS Inc.

(CHS) owns the remainder.

11 unchanged sentences

See Note 19—Noncontrolling Interest for additional information.

CF INDUSTRIES HOLDINGS, INC.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (U.S.

The preparation of financial statements in conformity with U.S.

GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods presented.

Such estimates and assumptions are used for, but are not limited to, net realizable value of inventories, environmental remediation liabilities, environmental and litigation contingencies, plant closure and asset retirement obligations, the cost of emission credits required to meet environmental regulations, the cost of customer incentives, useful lives of property and identifiable intangible assets, the evaluation of potential impairments of property, investments, identifiable intangible assets and goodwill, income tax reserves and the assessment of the realizability of deferred tax assets, measurement of the fair values of investments for which markets are not active, the determination of the funded status and annual expense of defined benefit pension and other postretirement plans and the valuation of stock-based compensation awards granted to employees.

CF INDUSTRIES HOLDINGS, INC.

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

Revenue Recognition

25 unchanged sentences

Our equity method investment for which the results are included in operating earnings consists of our 50 % ownership interest in PLNL, which operates an ammonia production facility in Trinidad.

Our share of the net earnings from this investment is reported as an element of earnings from operations because PLNL’s operations

CF INDUSTRIES HOLDINGS, INC.

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

See Note 8—Equity Method Investment for additional information.

Our share of the net earnings from this investment is reported as an element of earnings from operations because PLNL’s operations provide additional production and are integrated with our supply chain and sales activities in the Ammonia segment.

Profits resulting from sales or purchases with equity method investees are eliminated until realized by the investee or investor, respectively.

1 unchanged sentence

If circumstances indicate that the fair value of an investment in an affiliate is less than its carrying value, and the reduction in value is other than temporary, the reduction in value would be recognized immediately in earnings.

CF INDUSTRIES HOLDINGS, INC.

See Note 10—Equity Method Investment for additional information.

Property, Plant and Equipment

21 unchanged sentences

See Note 7—United Kingdom Operations Restructuring and Impairment Charges and Note 8—Property, Plant and Equipment—Net for additional information.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price of an acquired entity over the amounts assigned to the assets acquired and liabilities assumed.

7 unchanged sentences

If the fair value of the reporting unit is less than its carrying amount, goodwill impairment would be recognized equal to the amount of the carrying value in excess of the reporting unit’s fair value, limited to the total amount of goodwill allocated to the reporting unit.

See Note 9—Goodwill and Other Intangible Assets for additional information regarding our goodwill.

CF INDUSTRIES HOLDINGS, INC.

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

See Note 5—United Kingdom Operations Restructuring and Impairment Charges and Note 7—Goodwill and Other Intangible Assets for additional information regarding our goodwill and other intangible assets.

Right-of-use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

34 unchanged sentences

Cash flows related to natural gas derivatives are reported as operating activities.

CF INDUSTRIES HOLDINGS, INC.

See Note 17—Derivative Financial Instruments for additional information.

CF INDUSTRIES HOLDINGS, INC.

Debt Issuance Costs

29 unchanged sentences

The portion allocated to paid-in capital is determined by applying the average paid-in capital per share, and the remaining portion is recorded to retained earnings.

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

From time to time, we are subject to ordinary, routine legal proceedings related to the usual conduct of our business.

16 unchanged sentences

Gains and losses resulting from intercompany foreign currency transactions that are of a long-term investment nature, if any, are reported in other comprehensive income.

New Accounting Standards

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

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

The guidance in this ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact that our adoption of this ASU will have on the disclosures in our consolidated financial statements.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This ASU adds new guidance that further enhances income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

The amendments are effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact that our adoption of this ASU will have on the disclosures in our consolidated financial statements.

Revenue Recognition

3 unchanged sentences

Depending on the terms of the contract, either we or the customer arranges delivery of the product to the customer’s intended destination.

When we arrange delivery of the product and control of the product transfers upon loading, we recognize freight revenue, which was $ 91 million for 2022, and not material for 2021 and 2020.

When we arrange delivery of the product and control of the product transfers upon loading, we recognize freight revenue, which was $ 92 million for 2023, $ 91 million for 2022, and not material for 2021.

Certain of our contracts require us to supply products on a continuous basis to the customer.

4 unchanged sentences

As discussed in Note 10—Equity Method Investment, we have transactions in the normal course of business with PLNL, reflecting our obligation to purchase 50% of the ammonia produced by PLNL at current market prices.

Other than products purchased from PLNL, products purchased in the marketplace in order to satisfy the obligations of our customers were not material during 2022, $ 68 million for 2021 and not material for 2020.

Other than products purchased from PLNL, products purchased in the marketplace in order to satisfy the obligations of our customers were not material during 2023 and 2022, and $ 68 million for 2021.

Transaction Price

7 unchanged sentences

Our cash incentives do not provide an option to the customer for additional product.

Accrual of these incentives involves the use of estimates, including how much product the customer will purchase and whether the customer will achieve a certain level of purchases within the incentive period.

Accrual of these incentives involves the use of estimates, including how much product the customer will purchase and whether the customer will achieve a

CF INDUSTRIES HOLDINGS, INC.

certain level of purchases within the incentive period.

The balances of customer incentives accrued at December 31, 2023 and 2022 were not material.

3 unchanged sentences

The following table summarizes our revenue by product and by geography (based on destination of our shipment) for 2023, 2022 and 2021:

CF INDUSTRIES HOLDINGS, INC.

Ammonia Granular

22 unchanged sentences

As of December 31, 2023 and 2022, we had $ 130 million and $ 229 million, respectively, in customer advances on our consolidated balance sheets.

The decrease in the balance of customer advances was due primarily to our customers delaying fertilizer transactions at the end of 2022 in anticipation that prices in the future would be lower than the current prices.

The decrease in the balance of customer advances was due primarily to lower average selling prices in 2023 compared to 2022.

During 2023, all of our customer advances that were recorded as of December 31, 2022 were recognized as revenue.

1 unchanged sentence

As of December 31, 2023, excluding contracts with original durations of less than one year, and based on the minimum product tonnage to be sold and current market price estimates, our remaining performance obligations under these contracts were approximately $ 2.5 billion.

We expect to recognize approximately 45 % of these performance obligations as revenue in 2023, approximately 28 % as revenue during 2024-2026, approximately 12 % as revenue during 2027-2029, and the remainder thereafter.

Subject to the terms and conditions of the applicable contracts, if these customers do not satisfy their purchase obligations under such contracts, the minimum amount that they would be required to pay to us under such contracts, in the aggregate, was approximately $ 335 million as of December 31, 2022.

We expect to recognize approximately 28 % of these performance obligations as revenue in 2024, approximately 17 % as revenue during 2025-2027, approximately 14 % as revenue during 2028-2030, and the remainder as revenue thereafter.

Other than the performance obligations described above, any performance obligations with our customers that were unfulfilled or partially filled at December 31, 2023 will be satisfied in 2024.

19 unchanged sentences

In the computation of diluted earnings per common share, potentially dilutive stock-based awards are excluded if the effect of their inclusion is anti-dilutive.

Shares for anti-dilutive stock-based awards not included in the computation of diluted earnings per common share were zero , 0.9 million and 3.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Shares for anti-dilutive stock-based awards not included in the computation of diluted earnings per common share were zero for the years ended December 31, 2023 and 2022 and 0.9 million for the year ended December 31, 2021.

Acquisition of Waggaman Ammonia Production Facility

On December 1, 2023, we acquired an ammonia production facility located in Waggaman, Louisiana, from Dyno Nobel Louisiana Ammonia, LLC (DNLA), a U.S.

subsidiary of Australia-based Incitec Pivot Limited (IPL), pursuant to an asset purchase agreement with DNLA and IPL.

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

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

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

subsidiary (the Supply Contract).

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

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

The consideration transferred reflects an estimated net working capital adjustment and other adjustments to the purchase price, which is subject to further adjustment pursuant to the terms of the asset purchase agreement.

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

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

We accounted for the acquisition as a business combination.

The following table summarizes the preliminary allocation of the acquisition date fair value of the consideration transferred to the assets acquired and liabilities assumed.

The estimated fair value of the assets acquired and liabilities assumed is based on the estimated net realizable value for inventory, a replacement cost approach for property, plant and equipment and the income approach for intangible assets and the Supply Contract liability.

Final determination of the fair values may result in adjustments to the amounts presented below due primarily to customary post-closing purchase price adjustment procedures specified under the terms of the asset purchase agreement, as discussed above.

CF INDUSTRIES HOLDINGS, INC.

Preliminary Valuation (1)

(in millions)

Assets acquired and liabilities assumed

Current assets $ 37

Property, plant and equipment 1,022

Other assets 539

Total assets acquired 2,004

Current liabilities 18

Supply Contract liability 757

Other liabilities 6

Total liabilities assumed 781

Total net assets acquired $ 1,223

_______________________________________________________________________________

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

Current assets acquired included accounts receivable of $ 32 million and inventory of $ 5 million.

The acquired property, plant and equipment will be depreciated over a period consistent with our existing fixed assets depreciation policy.

The acquisition resulted in the recognition of $ 406 million of goodwill, which is recognized in our ammonia segment.

Goodwill arising from the acquisition is expected to be deductible for tax reporting purposes.

Other assets acquired included intangible assets of $ 526 million, including $ 455 million of customer relationships and $ 71 million related to a favorable personal property tax agreement.

The acquired intangible assets will be amortized over a period consistent with our existing intangible asset amortization policy.

See Note 9—Goodwill and Other Intangible Assets, for additional information related to goodwill and the acquired intangible assets.

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

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

Financial results of the Waggaman facility are included in our consolidated statement of operations from the acquisition date of December 1, 2023.

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

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

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

We estimated the fair value of the customer relationships of $ 455 million using the multi-period excess earnings method of the income approach, which incorporated the estimated future cash flows associated with the net earnings attributable to the acquired customer relationships.

The estimated future cash flows were discounted to their present value using an appropriate risk-adjusted discount rate from the perspective of a market participant.

Key assumptions used in estimating future cash flows include forecasted product selling prices, future production and sales volumes, probability of renewal, projected natural gas costs, operating rates, operating expenses, inflation, tax rates, capital spending, and contributory asset charges, among other factors.

The discount rate utilized in estimating the fair value of the customer relationships was 9.0 % and was derived using a capital asset pricing model and publicly available data for comparable companies to estimate the cost of equity financing.

We used Moody’s Baa corporate bonds as a benchmark to estimate the cost of debt.

Additional assumptions utilized in the valuation of the customer relationships included the duration of the forecasted cash flows and the tax amortization benefit, among other factors.

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

Therefore, we estimated the fair value of the Supply Contract liability of $ 757 million using the with and without method of the income approach.

This method included estimating the future cash flows by applying both a market price and the contract price in determining the respective forecasted sales.

The difference in the estimated future cash flows using the resulting forecasted

CF INDUSTRIES HOLDINGS, INC.

sales was then discounted to present value at the date of acquisition using an appropriate risk-adjusted discount rate from the perspective of a market participant.

Key assumptions used in estimating future cash flows include forecasted product selling price, specifically the market price in excess of the contract price, future production and sales volumes, probability of renewal, and inflation, among other factors.

The discount rate utilized in estimating the fair value of the Supply Contract liability was 6.2 % and was derived based on the historical cost of our issued debt and treasury and corporate bond yields as of the acquisition date.

Additional assumptions utilized in the valuation of the Supply Contract liability included the duration of the forecasted cash flows, among other factors.

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

United Kingdom Operations Restructuring and Impairment Charges

3 unchanged sentences

On September 15, 2021, we announced the halt of operations at both our Ince and Billingham manufacturing facilities in the United Kingdom due to negative profitability driven by the high cost of natural gas.

The halt of operations at our U.K.

plants impacted the availability of certain products in the United Kingdom, including carbon dioxide, which is a byproduct of ammonia production.

Due to the critical nature of carbon dioxide to certain industries in the United Kingdom, we entered into an interim agreement with the U.K.

government and resumed production of ammonia at the Billingham facility in order to produce carbon dioxide.

During the interim period, we entered into new carbon dioxide pricing and offtake agreements with our customers, which had an initial term through January 31, 2022.

The amount received under the terms of the interim agreement with the U.K.

government was not material.

Shortly thereafter, our Billingham facility resumed operations.

energy crisis necessitated an evaluation of the long-lived assets, including definite-lived intangible assets, and goodwill of our U.K.

10 unchanged sentences

asset groups.

For the full year ended December 31, 2021, these evaluations resulted in total impairment charges of $ 521 million, consisting of goodwill impairment of $ 285 million and long-lived and intangible asset impairment of $ 236 million.

As of December 31, 2021, no goodwill related to our U.K.

reporting units remained.

CF INDUSTRIES HOLDINGS, INC.

2022 Impairment and Restructuring

16 unchanged sentences

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

CF INDUSTRIES HOLDINGS, INC.

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

22 unchanged sentences

As of December 31, 2022, amounts accrued related to the final restructuring plan for our U.K.

operations consisted of $ 2 million for employee contractual and one-time termination benefits and $ 6 million for asset retirement obligations, and we

CF INDUSTRIES HOLDINGS, INC.

expect substantially all of these restructuring activities will be completed in 2023.

We are working with customers, vendors, regulators and others to finalize closure plans for our Ince facility.

operations consisted of $ 2 million for employee contractual and one-time termination benefits and $ 6 million for asset retirement obligations.

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

10 unchanged sentences

The future growth rates were based on our view of the long-term outlook for each reporting unit.

CF INDUSTRIES HOLDINGS, INC.

The discount rates utilized in the income approach, for our goodwill impairment tests, and to discount the cash flows in calculating long-lived asset impairment, were derived using a capital asset pricing model and analyzing published rates for industries relevant to our reporting units to estimate the cost of equity financing.

7 unchanged sentences

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

CF INDUSTRIES HOLDINGS, INC.

2023 Restructuring

In July 2023, we approved and announced our proposed plan to permanently close the ammonia plant at our Billingham complex, and, in September 2023, the final plan was approved.

As a result, in 2023, we recognized total charges of $ 10 million consisting primarily of the recognition of an asset retirement obligation and post-employment benefits related to contractual and statutory obligations due to employees whose employment would be terminated.

Property, Plant and Equipment—Net

3 unchanged sentences

Machinery and equipment 13,716 12,633

12,633 12,757

Buildings and improvements 1,020 914

5 unchanged sentences

_______________________________________________________________________________

(1) As of December 31, 2022, machinery and equipment, buildings and improvements, and construction in progress include impairment charges in 2022 of $ 354 million, $ 7 million and $ 25 million, respectively, which include impairment charges related to our U.K.

operations of $204 million in 2022, and $ 182 million in 2021.

As of December 31, 2021, machinery and equipment, buildings and improvements, and construction in progress include cumulative impairment charges related to our U.K.

operations of $ 169 million, $ 5 million and $ 8 million, respectively, which were recorded in 2021.

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

4 unchanged sentences

The asset impairment consisted of $ 128 million related to machinery and equipment, $ 2 million relating to buildings and improvements, and $ 5 million related to construction in progress.

CF INDUSTRIES HOLDINGS, INC.

In the third quarter of 2022, the United Kingdom continued to experience extremely high and volatile natural gas prices.

8 unchanged sentences

The expenditures related to turnarounds are capitalized in property, plant and equipment when incurred.

Scheduled replacements and overhauls of plant machinery and equipment include the dismantling, repair or replacement and installation of various components including piping, valves, motors, turbines, pumps, compressors, heat exchangers and the replacement of catalysts when a full plant shutdown occurs.

Scheduled inspections are also conducted during full plant shutdowns, including required safety inspections which entail the disassembly of various components such as steam boilers, pressure vessels and other equipment requiring safety certifications.

Scheduled replacements and overhauls of plant machinery and equipment during a plant turnaround include the dismantling, repair or replacement and installation of various components including piping, valves, motors, turbines, pumps, compressors and heat exchangers and the replacement of catalysts when a full plant shutdown occurs.

Scheduled inspections, including required safety inspections which entail the disassembly of various components such as steam boilers, pressure vessels and other equipment requiring safety certifications, are also conducted during full plant shutdowns.

Internal employee costs and overhead amounts are not considered turnaround costs and are not capitalized.

CF INDUSTRIES HOLDINGS, INC.

The following is a summary of capitalized plant turnaround costs:

7 unchanged sentences

operations — ( 21 ) —

Effect of exchange rate changes ( 6 ) — —

Acquisition of Waggaman ammonia production facility 16 — —

Effect of exchange rate changes and other ( 3 ) ( 6 ) —

Net capitalized turnaround costs as of December 31 $ 352 $ 312 $ 355

4 unchanged sentences

Balance as of December 31, 2022 $ 577 $ 828 $ 576 $ 69 $ 39 $ 2,089

Effect of exchange rate changes ( 2 ) — — — — ( 2 )

Acquisition (1)

406 — — — — 406

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

_______________________________________________________________________________

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

Goodwill is not amortized, but is reviewed for impairment annually in the fourth quarter or more frequently whenever events or circumstances indicate that the carrying value may not be recoverable.

7 unchanged sentences

We estimated the fair value of the reporting units using the income approach described in Note 7—United Kingdom Operations Restructuring and Impairment Charges.

Based on the evaluation performed, we determined that the carrying value of all three reporting units exceeded their fair value, which resulted in a goodwill impairment charge totaling $ 259 million in the third quarter of 2021.

Based on the evaluation performed, we determined that the carrying value of all three reporting units exceeded their

CF INDUSTRIES HOLDINGS, INC.

fair value, which resulted in a goodwill impairment charge totaling $ 259 million in the third quarter of 2021.

The goodwill impairment was calculated as the amount that the carrying value of the reporting unit, including any goodwill, exceeded its fair value, limited to the total amount of goodwill allocated to the reporting unit.

1 unchanged sentence

energy crisis triggered an additional impairment test of goodwill, which resulted in an additional goodwill impairment charge of $ 26 million.

As a result, we have no remaining goodwill related to our U.K.

As a result, we had no remaining goodwill related to our U.K.

operations on our consolidated balance sheet as of December 31, 2021.

1 unchanged sentence

See Note 7—United Kingdom Operations Restructuring and Impairment Charges for additional information.

CF INDUSTRIES HOLDINGS, INC.

Other Intangible Assets

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

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

December 31, 2023 December 31, 2022

5 unchanged sentences

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

$ 50 $ ( 35 ) $ 15 $ 84 $ ( 60 ) $ 24

Trade names (2)

— — — 31 ( 10 ) 21

Personal property tax agreement 71 — 71 — — —

Carbon credits 2 — 2 — — —

Total intangible assets $ 578 $ ( 40 ) $ 538 $ 50 $ ( 35 ) $ 15

_______________________________________________________________________________

(1) As of December 31, 2022, the gross carrying amount for customer relationships is net of impairment charges related to our U.K.

operations of $ 55 million, of which $ 6 million was recorded in 2022 and $ 49 million was recorded in 2021.

As of December 31, 2021, the gross carrying amount for customer relationships is net of impairment charges of $ 49 million, which were recorded in 2021.

(2) As of December 31, 2022, trade names, which are related to our U.K.

operations, had been written down to zero as a result of impairment charges of $ 18 million, including $ 17 million recorded in 2022, and $ 1 million recorded in 2021.

At December 31, 2021, the gross carrying amount for trade names is net of impairment charges of $ 1 million, which were recorded in 2021.

In connection with our acquisition of the Waggaman ammonia production facility, we recorded $ 526 million of intangible assets, including $ 455 million of customer relationships and $ 71 million related to a favorable personal property tax agreement.

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

Our customer relationships are being amortized over a weighted-average life of approximately 20 years.

For the years ended December 31, 2022, 2021 and 2020, amortization expense of our identifiable intangible assets was $ 3 million, $8 million and $8 million, respectively.

The gross carrying amount and accumulated amortization of our intangible assets reflected in the table above were also impacted by the effect of exchange rates.

Total estimated amortization expense for each of the fiscal years from 2023 to 2027 is approximately $ 3 million.

For the years ended December 31, 2023, 2022 and 2021, amortization expense of our customer relationships was $ 5 million, $ 3 million and $ 8 million, respectively.

Estimated amortization expense related to customer relationships for each of the fiscal years from 2024 to 2028 is approximately $ 26 million.

The intangible asset related to the favorable personal property tax agreement is being amortized over the agreement’s remaining term of approximately 12 years.

Estimated amortization expense related to this intangible asset for each of the fiscal years from 2024 to 2028 is approximately $ 6 million.

In June 2022, we approved and announced our proposed plan to restructure our U.K.

16 unchanged sentences

We include our share of the net earnings from this equity method investment as an element of earnings from operations because PLNL provides additional production to our operations and is integrated with our other supply chain and sales activities in the Ammonia segment.

As of December 31, 2022, the total carrying value of our equity method investment in PLNL was $ 74 million, $ 33 million more than our share of PLNL’s book value.

The excess is attributable to the purchase accounting impact of our acquisition of the investment in PLNL and reflects the revaluation of property, plant and equipment.

The increased basis for property, plant and equipment is being amortized over a remaining period of approximately 10 years.

Our equity in earnings of PLNL is different from our ownership interest in income reported by PLNL due to amortization of this basis difference.

PLNL’s ammonia production facility relies on natural gas supplied, under a gas sales contract, by The National Gas Company of Trinidad and Tobago Limited (NGC).

The prior gas sales contract had an expiration date of September 2023.

In the third quarter of 2023, PLNL entered into a new gas sales contract with NGC (the New NGC Contract), which is effective October 2023 through December 2025.

In the third quarter of 2023 and due to the terms of the New NGC Contract, we assessed our investment in PLNL for impairment and determined that the carrying value of our equity method investment in PLNL exceeded its fair value.

As a result, we recorded an impairment of our equity method investment in PLNL of $ 43 million, which is reflected in equity in (loss) earnings of operating affiliate on our consolidated statement of operations for the year ended December 31, 2023.

As of December 31, 2023, the total carrying value of our equity method investment in PLNL was $ 26 million.

We have transactions in the normal course of business with PLNL reflecting our obligation to purchase 50% of the ammonia produced by PLNL at current market prices.

29 unchanged sentences

and those guaranteed by entities affiliated with governmental entities.

CF INDUSTRIES HOLDINGS, INC.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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

CF INDUSTRIES HOLDINGS, INC.

December 31, 2023

7 unchanged sentences

Derivative liabilities ( 35 ) — ( 35 ) —

Embedded derivative liability ( 1 ) — ( 1 ) —

December 31, 2022

7 unchanged sentences

Derivative liabilities ( 85 ) — ( 85 ) —

Embedded derivative liability ( 15 ) — ( 15 ) —

Cash Equivalents

Cash equivalents include highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less.

As of December 31, 2023 and 2022, our cash equivalents consisted primarily of U.S.

3 unchanged sentences

We maintain trusts associated with certain nonqualified supplemental pension plans.

The fair values of the trust assets are based on daily quoted prices in an active market, which represents the net asset values of the shares held in the trusts, and are included on our consolidated balance sheets in other assets.

The fair values of the trust assets are based on daily quoted prices in an active market, which represent the net asset values of the shares held in the trusts, and are included on our consolidated balance sheets in other assets.

Debt securities are accounted for as available-for-sale securities, and changes in fair value are reported in other comprehensive income.

6 unchanged sentences

See Note 17—Derivative Financial Instruments for additional information.

Embedded Derivative Liability

Under the terms of our strategic venture with CHS, if our credit rating as determined by two of three specified credit rating agencies is below certain levels, we are required to make a non-refundable yearly payment of $ 5 million to CHS until the earlier of the date that our credit rating is upgraded to above such levels by two of the three specified credit rating agencies or February 1, 2026.

Beginning in 2016, our credit ratings were below such levels and, as a result, we made an annual payment of $ 5 million to CHS in the fourth quarter of each year from 2016 through 2021.

Our credit rating was upgraded above certain levels in July 2022 by one of the specified credit rating agencies and in October 2022 by another one of the specified credit rating agencies.

As a result of these upgrades, we were not required to make a $ 5 million annual payment to CHS in the fourth quarter of 2022.

CF INDUSTRIES HOLDINGS, INC.

This obligation has been recognized on our consolidated balance sheets as an embedded derivative at fair value and has been included within other current liabilities and other liabilities.

As of December 31, 2022 and 2021, the embedded derivative liability was $ 1 million and $ 15 million, respectively.

Included in other operating—net in our consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 is a net (gain) loss of $( 14 ) million, $ 1 million and $ 3 million, respectively.

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

Based on these inputs, our fair value measurement is classified as Level 2.

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

Financial Instruments

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

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

December 31, 2023 December 31, 2022

4 unchanged sentences

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

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

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

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

2 unchanged sentences

These include long-lived assets, goodwill and other intangible assets and investments in unconsolidated subsidiaries, such as equity method investments, which may be written down to fair value as a result of impairment.

In the case of property, plant and equipment planned for abandonment, as described in Note 5—United Kingdom Operations Restructuring and Impairment Charges, fair value was measured as the estimated salvage value of such assets, which was immaterial.

The fair value measurements related to each of these rely primarily on Company-specific inputs and the Company’s assumptions about the use of the assets.

The fair value measurements related to assets and liabilities measured at fair value on a nonrecurring basis rely primarily on Company-specific inputs.

Since certain of the Company’s assumptions would involve inputs that are not observable, these fair values would reside within Level 3 of the fair value hierarchy.

See Note 5—United Kingdom Operations Restructuring and Impairment Charges for additional information on the fair values and unobservable inputs utilized in the impairment evaluations performed for the long-lived assets, including definite-lived intangible assets, and goodwill related to our U.K.

On December 1, 2023, we acquired the Waggaman ammonia production facility.

See Note 6—Acquisition of Waggaman Ammonia Production Facility for information on the inputs utilized in the allocation of purchase price to the fair value of assets acquired and liabilities assumed.

In the third quarter of 2023, we determined the carrying value of our equity method investment in PLNL exceeded its fair value and recorded an impairment of our equity method investment in PLNL of $ 43 million.

See Note 10—Equity Method Investment for additional information.

CF INDUSTRIES HOLDINGS, INC.

26 unchanged sentences

tax on foreign earnings 4 3 —

Foreign partnership basis difference — — ( 7 )

Non-deductible goodwill impairment — — 60

1 unchanged sentence

Federal income tax return audits — — ( 38 )

Terra amended tax returns — — ( 24 )

Other ( 43 ) 6 ( 24 )

6 unchanged sentences

The foreign tax rate differential is impacted by the inclusion of equity earnings from our equity method investment in PLNL, a foreign operating affiliate, which are included in pre-tax earnings on an after-tax basis.

In 2021 and 2020, the foreign tax rate differential includes $ 12 million and $ 6 million of tax expense, respectively, for the revaluing of deferred taxes due to an enacted rate change in the jurisdiction of a foreign affiliate.

In 2021, the foreign tax rate differential includes $ 12 million of tax expense for the revaluing of deferred taxes due to an enacted rate change in the jurisdiction of a foreign subsidiary.

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

7 unchanged sentences

Canada Revenue Agency Competent Authority Matter

In 2016, the Canada Revenue Agency (CRA) and Alberta Tax and Revenue Administration (Alberta TRA) issued Notices of Reassessment for tax years 2006 through 2009 to one of our Canadian affiliates asserting a disallowance of certain patronage deductions.

In 2016, the Canada Revenue Agency (CRA) and Alberta Tax and Revenue Administration (Alberta TRA) issued Notices of Reassessment for tax years 2006 through 2009 to one of our Canadian subsidiaries asserting a disallowance of certain patronage deductions.

We filed Notices of Objection with respect to the Notices of Reassessment with the CRA and Alberta TRA and posted letters of credit in lieu of paying the additional tax liability assessed.

10 unchanged sentences

As a result, the letters of credit we had posted in lieu of paying the additional tax liability assessed by the Notices of Reassessment were cancelled.

Due primarily to the availability of additional foreign tax credits to offset in part the increased Canadian tax referenced above, the Company will file amended tax returns in the United States to request a refund of taxes paid.

Terra Amended Tax Returns

We completed the acquisition of Terra Industries Inc.

(Terra) in April 2010.

After the acquisition, we determined that the manner in which Terra reported the repatriation of cash from foreign affiliates to its U.S.

parent for U.S.

and foreign income tax purposes was not appropriate.

As a result, in 2012 we amended certain tax returns, including Terra’s income and withholding tax returns, back to 1999 (the Amended Tax Returns) and paid additional income and withholding taxes, and related interest and penalties.

In 2013, the Internal Revenue Service (IRS) commenced an examination of the U.S.

tax aspects of the Amended Tax Returns.

In 2017, we also made a Voluntary Disclosures Program filing with the CRA with respect to the Canadian tax aspects of the Amended Tax Returns and paid additional Canadian taxes due.

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

Congress (the Joint Committee).

For purposes of its review, the

Due primarily to the availability of additional foreign tax credits to offset in part the increased Canadian tax referenced above, we filed amended tax returns in the United States to request a refund of taxes paid.

CF INDUSTRIES HOLDINGS, INC.

Joint Committee separated the IRS audit reports into two separate matters:

(i) an income tax related matter and (ii) a withholding tax matter.

In late 2019, we received notification that the Joint Committee had approved the IRS audit reports and related income tax refunds relating to the income tax related matter.

As a result of the approval by the Joint Committee, we recognized in the fourth quarter of 2019 the following amounts in our consolidated statement of operations:

(i) $ 5 million of interest income ($ 4 million, net of tax);

and (ii) a reduction in income tax expense of $ 10 million as a result of the favorable settlement of certain uncertain tax positions.

No income tax refunds were received in 2019 related to the Amended Tax Returns.

In 2020, we received notification that the Joint Committee approved the IRS audit report and related withholding tax refunds relating to the withholding tax matter and we received IRS Notices indicating the amount of tax and interest to be refunded and received with respect to the income tax and withholding tax returns.

As a result of these events, we recognized $ 26 million of interest-related income and $ 18 million of income tax benefit, which consisted of the following:

• additional income of $ 26 million ($ 23 million, net of tax) representing $ 16 million of interest income related to the U.S.

Federal income tax matter and withholding tax matter and a $ 10 million reversal of previously accrued interest related to the Canadian tax aspects of this matter,

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

Federal withholding tax matter, and

• an additional income tax benefit of $ 9 million related to the U.S.

Federal income tax matter and related state amended returns.

In 2020, we received U.S.

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

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

Deferred Taxes

17 unchanged sentences

Net deferred tax liability $ ( 999 ) $ ( 958 )

CF INDUSTRIES HOLDINGS, INC.

As of December 31, 2022, we recorded a deferred tax liability of $ 12 million on the undistributed earnings of our Canadian affiliates for which the Company does not have an indefinite reinvestment assertion.

We have not provided for deferred taxes on the remainder of undistributed earnings from our foreign affiliates because such earnings would not give rise to additional tax liabilities upon repatriation or such earnings are considered to be indefinitely reinvested.

As of December 31, 2022, our net operating loss and capital loss carryforwards are primarily comprised of state net operating loss carryforwards of $ 33 million with expiration dates generally ranging from 2030 to 2037 and foreign capital loss carryforwards of $ 114 million, which can be carried forward indefinitely.

Our foreign affiliates have operations that do not normally generate capital gains and have no practical plans to do so in the future.

As of December 31, 2023, we recorded a deferred tax liability of $ 9 million on the undistributed earnings of our Canadian subsidiaries for which the Company does not have an indefinite reinvestment assertion.

We have not provided for deferred taxes on the remainder of undistributed earnings from our foreign subsidiaries because such earnings would not give rise to additional tax liabilities upon repatriation or such earnings are considered to be indefinitely reinvested.

As of December 31, 2023, our net operating loss and capital loss carryforwards consist primarily of state net operating loss carryforwards of $ 66 million, of which $ 32 million will expire at various dates between 2031 and 2043 and the remaining $ 34 million can be carried forward indefinitely and foreign capital loss carryforwards of $ 116 million, which can be carried forward indefinitely.

Our foreign subsidiaries have operations that do not normally generate capital gains and have no practical plans to do so in the future.

As a result, we have recorded a full valuation allowance against all foreign capital loss carryforwards.

2 unchanged sentences

In 2023, the net increase in the valuation allowance is primarily attributable to excess foreign tax credits associated with certain U.S.

taxed foreign branch income and the reversal of future deductible temporary differences of one of our foreign affiliates in the United Kingdom, partially offset by the impact of changes in foreign currency exchange rates.

taxed foreign branch income and the impact of changes in foreign currency exchange rates, partially offset by the utilization of deferred tax assets of one of our foreign subsidiaries in the United Kingdom.

The excess foreign tax credits carried forward, subject to U.S.

foreign tax credit limitation rules, are not expected to be utilized prior to expiration and have a full valuation allowance of $ 55 million reflecting an increase of $ 11 million in 2023.

Based on recent losses generated in the United Kingdom, and projections for future income over the period for which the deferred tax assets will reverse, we believe it is more likely than not that the foreign affiliate in the United Kingdom will not realize the deferred tax assets and therefore have recorded a full valuation allowance of $ 24 million.

Based on recent income generated in the United Kingdom, a portion of the deferred tax assets for which a full valuation allowance had been recorded in 2022 was utilized in 2023, resulting in a $ 7 million decrease to the deferred tax assets and the valuation allowance of one of our foreign subsidiaries in the United Kingdom.

In 2022, the net increase in the valuation allowance is primarily attributable to excess foreign tax credits associated with certain U.S.

taxed foreign branch income and the reversal of future deductible temporary differences of one of our foreign subsidiaries in the United Kingdom, partially offset by the impact of changes in foreign currency exchange rates.

The excess foreign tax credits carried forward, subject to U.S.

foreign tax credit limitation rules, are not expected to be utilized prior to expiration and have a full valuation allowance of $ 44 million reflecting an increase of $ 26 million in 2022.

Based on recent losses generated in the United Kingdom, and projections for future income over the period for which the deferred tax assets will

CF INDUSTRIES HOLDINGS, INC.

reverse, we believe it is more likely than not that the foreign subsidiary in the United Kingdom will not realize the deferred tax assets and therefore have recorded a full valuation allowance of $ 24 million.

See Note 7—United Kingdom Operations Restructuring and Impairment Charges for additional detail.

3 unchanged sentences

The excess foreign tax credits carried forward, subject to U.S.

foreign tax credit limitation rules, are not expected to be utilized prior to expiration and have a full valuation allowance of approximately of $ 18 million.

In 2020, the valuation allowance activity was primarily attributable to a capital loss.

As a result of an intercompany transaction with a foreign affiliate, we recognized a capital loss which will be carried forward and for which we recorded a deferred tax asset of approximately $ 90 million.

The foreign affiliate operations do not normally generate capital gains, and there is no practical plan to do so in the future;

therefore, we established a full valuation allowance of approximately $ 90 million against the deferred tax asset.

foreign tax credit limitation rules, are not expected to be utilized prior to expiration and have a full valuation allowance of approximately $ 18 million.

Unrecognized Tax Benefits

8 unchanged sentences

Balance as of December 31 $ 222 $ 181

In 2022, we increased the amount of our unrecognized tax benefits by $ 154 million, which primarily relates to the Canada Revenue Agency Competent Authority Matter discussed above.

As a result of the outcome of the arbitration decision, we evaluated our transfer pricing positions between Canada and the United States for open years 2012 and after.

In order to mitigate the assessment of future Canadian interest on these Canadian transfer pricing positions, in the fourth quarter of 2022, we made payments to the Canadian taxing authorities of CAD $ 363 million (approximately $ 267 million), which were recorded as noncurrent income tax receivables and included in other assets on our consolidated balance sheet.

For the amounts ultimately

CF INDUSTRIES HOLDINGS, INC.

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

In 2023, we increased the amount of our unrecognized tax benefits by $ 74 million, which primarily relates to refunds claimed on the U.S.

amended returns filed during the year, as discussed above under Canada Revenue Agency Competent Authority Matter.

In addition, we reduced the amount of unrecognized tax benefits by $ 33 million, reflecting primarily the settlement of issues raised on state and Canadian income tax audits for various open tax years.

As of December 31, 2023, we had $ 222 million of unrecognized tax benefits.

Due to the majority of our unrecognized tax benefits being related to transfer pricing positions which have a corollary receivable for the other jurisdiction impacted by the transfer pricing relationship, recognizing these unrecognized tax benefits would result in additional tax expense of $ 6 million in the future.

The majority of our unrecognized tax benefits relate to transfer pricing positions, which have a corollary receivable for the other jurisdiction impacted by the transfer pricing relationship.

Recognizing these unrecognized tax benefits would result in additional tax expense of $ 29 million in the future.

These receivables are included in other assets on our consolidated balance sheet.

In 2022, we increased the amount of our unrecognized tax benefits by $ 154 million, which relates primarily to the Canada Revenue Agency Competent Authority Matter discussed above.

As a result of the outcome of the arbitration decision, we evaluated our transfer pricing positions between Canada and the United States for open years 2012 and after.

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

In 2021, we increased the amount of our unrecognized tax benefits by $ 5 million related to an addition for state investment tax credits.

4 unchanged sentences

As a result of uncertainties regarding tax audits and their possible outcomes, an estimate of the range of possible impacts to unrecognized tax benefits in the next twelve months cannot be made at this time.

Interest expense and penalties related to our unrecognized tax benefits recorded for the year ended December 31, 2022 was $ 66 million.

Interest expense and penalties recorded for the year ended December 31, 2020 was $( 29 ) million.

Interest expense and penalties related to our unrecognized tax benefits of $( 4 ) million and $ 66 million were recorded for the years ended December 31, 2023 and 2022, respectively.

Interest expense and penalties recorded for the year ended December 31, 2021 were not material.

Amounts recognized in our consolidated balance sheets for accrued interest and penalties related to our unrecognized tax benefits of $ 62 million and $ 4 million as of December 31, 2022 and 2021, respectively, are included in other liabilities.

Amounts recognized in our consolidated balance sheets for accrued interest and penalties

CF INDUSTRIES HOLDINGS, INC.

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

Pension and Other Postretirement Benefits

We maintain five funded pension plans, consisting of three in North America ( one U.S.

plan and two Canadian plans) and two in the United Kingdom, which are both closed to new employees and future accruals.

Both of our Canadian plans are closed to new employees.

As a result of plan amendments in the fourth quarter of 2022, as further described below, the portion of the U.S.

plan that was open to new employees, which is a cash balance plan that provides benefits based on years of service and interest credits, was closed to new employees effective December 31, 2022.

plan and two Canadian plans) and two in the United Kingdom.

pension plans are closed to new employees and future accruals.

All of our North American plans are closed to new employees.

As a result of plan amendments in the fourth quarter of 2022, as further described below, one of the Canadian plans ceased future accruals effective December 31, 2023, and the cash balance portion of the U.S.

plan that provided benefits based on years of service and interest credits was closed to new employees effective December 31, 2022.

We also provide group medical insurance benefits, which vary by group and location, to certain retirees in North America.

5 unchanged sentences

In the fourth quarter of 2022, the final settlement of the non-participating group annuity contract resulted in a refund of $ 4 million, which decreased the settlement loss by $ 3 million to $ 21 million.

In the fourth quarter of 2022, we remeasured certain of our defined benefit pension plans due to plan amendments resulting from a revision to our North American retirement plan strategy, which, among other things, closed the portion of the U.S.

plan that was previously open to new employees and established effective dates for each of the three North America plans to freeze future benefit accruals over the next three years.

plan that was previously open to new employees and established effective dates for each of the three North America plans to freeze future benefit accruals through the end of 2025.

The plan curtailments resulted in a reduction in our benefit obligations of $ 20 million and curtailment gains of $ 4 million, which are reflected in other non-operating—net in our consolidated statement of operations.

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

CF INDUSTRIES HOLDINGS, INC.

Pension Plans Retiree Medical Plans

23 unchanged sentences

Funded status as of December 31 $ 21 $ ( 1 ) $ ( 7 ) $ ( 27 ) $ ( 20 ) $ ( 23 )

CF INDUSTRIES HOLDINGS, INC.

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

The line titled “change in assumptions and other” for our U.K.

pension plans primarily reflects gains due to the increase in discount rates for 2022 and 2021.

For 2021 , the gains from the increase in discount rates were partially offset by losses due to an increase in the inflation rate assumptions.

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

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

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

8 unchanged sentences

$ 21 $ ( 1 ) $ ( 7 ) $ ( 27 ) $ ( 20 ) $ ( 23 )

CF INDUSTRIES HOLDINGS, INC.

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

7 unchanged sentences

$ 1 $ 6 $ 74 $ 57 $ ( 6 ) $ ( 4 )

CF INDUSTRIES HOLDINGS, INC.

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

22 unchanged sentences

The ABO in aggregate for the defined benefit pension plans in the United Kingdom was approximately $ 367 million and $ 347 million as of December 31, 2023 and 2022, respectively.

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

CF INDUSTRIES HOLDINGS, INC.

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

North America United Kingdom

3 unchanged sentences

Fair value of plan assets — 143 360 320

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

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

North America United Kingdom

3 unchanged sentences

Fair value of plan assets 174 143 360 320

CF INDUSTRIES HOLDINGS, INC.

Our pension funding policy in North America is to contribute amounts sufficient to meet minimum legal funding requirements plus discretionary amounts that we may deem to be appropriate.

2 unchanged sentences

Actual contributions are usually agreed with the plan trustees in connection with each triennial valuation and may vary following each such review depending on changes in assumptions, actual returns on plan assets, changes in regulatory requirements and funding decisions.

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

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

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

4 unchanged sentences

2029-2033 91 138 6

CF INDUSTRIES HOLDINGS, INC.

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

16 unchanged sentences

plan is based on the greater of 10-year Treasuries or 3.0 %.

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

CF INDUSTRIES HOLDINGS, INC.

and weighted by target asset allocation percentages.

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

As of January 1, 2024, our weighted-average expected long-term rate of return on assets for our North America plans is 5.0 %, which will be used in determining net periodic benefit cost for our North America plans for 2024.

For our United Kingdom plans, the expected long-term rate of return on assets is based on the expected long-term performance of the underlying investments, adjusted for investment managers’ fees and estimated plan expenses.

As of January 1, 2023, our weighted-average expected long-term rate of return on assets is 6.1 %, which will be used in determining expense for 2023.

The retail price index for the United Kingdom plans is developed using a U.K.

As of January 1, 2024, our weighted-average expected long-term rate of return on assets for our United Kingdom plans is 6.5 %, which will be used in determining net periodic benefit cost for our United Kingdom plans for 2024.

The retail price index for our United Kingdom plans is developed using a U.K.

Government Gilt Prices Only retail price inflation curve, which is based on the difference between yields on fixed interest government bonds and index-linked government bonds.

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

For post-65 retirees, the assumed health care cost trend rates start with a 7.5 % increase in 2023, followed by a gradual decline in increases to 4.5 % for 2031 and thereafter.

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

For post-65 retirees, the assumed health care cost trend rates started with a 6.8 % increase in 2022, followed by a gradual decline in increases to 4.5 % for 2030 and thereafter.

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

For post-age 65 retirees, the assumed health care cost trend rates start with an 8.4 % increase in 2024, followed by a gradual decline in increases to 4.5 % for 2033 a nd thereafter.

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

For post-age 65 retirees, the assumed health care cost trend rates started with a 7.5 % increase in 2023, followed by a gradual decline in increases to 4.5 % for 2031 and thereafter.

The objectives of the investment policies governing the pension plans are to administer the assets of the plans for the benefit of the participants in compliance with all laws and regulations, and to establish an asset mix that provides for diversification and considers the risk of various different asset classes with the purpose of generating favorable investment returns.

1 unchanged sentence

The investment strategies for the plans, including target asset allocations and investment vehicles, are subject to change within the guidelines of the policies.

CF INDUSTRIES HOLDINGS, INC.

The target asset allocation for our U.S.

5 unchanged sentences

This investment strategy is achieved through the use of mutual funds and individual securities.

The target asset allocation for one of the Canadian plans is 80 % non-equity and 20 % equity, and 100 % non-equity for the other Canadian plan.

The target asset allocation for one of the Canadian plans is 80 % non-equity and 20 % equity and for the other Canadian plan is 100 % non-equity.

This investment strategy is achieved through the use of a mutual fund for equity investments and individual securities for non-equity investments.

7 unchanged sentences

This is accomplished through the asset allocation strategy of each plan.

For both plans, if the asset allocation moves more than plus or minus 5% from the benchmark allocation, the trustees may decide to amend the asset allocation.

For both plans, if the asset allocation moves more than plus or minus 5% from the target allocation, the plans’ appointed investment manager would amend the asset allocation.

At a minimum, the trustees review the investment strategy at every triennial actuarial valuation to ensure that the strategy remains consistent with its funding principles.

2 unchanged sentences

The assets are allocated between a growth portfolio and a matching portfolio.

The growth portfolio seeks a return premium on investments across multiple asset

CF INDUSTRIES HOLDINGS, INC.

The growth portfolio seeks a return premium on investments across multiple asset classes.

Growth portfolio funds may include, among others, traditional equities and bonds, growth fixed income, hedged funds, and may use derivatives.

2 unchanged sentences

gilts and liability-driven investment funds and generally invest in fixed income debt securities including government bonds, gilts, gilt repurchase agreements, swaps and investment grade corporate bonds and may use derivatives.

The target asset allocation for one of the United Kingdom plans is 46 % in the growth portfolio and 54 % in the matching portfolio and the other United Kingdom plan is 57 % in the growth portfolio (including a legacy holding in an actively managed property fund) and 43 % in the matching portfolio.

The target asset allocation for one of the United Kingdom plans is 46 % in the growth portfolio and 54 % in the matching portfolio and for the other United Kingdom plan is 57 % in the growth portfolio (including a legacy holding in an actively managed property fund) and 43 % in the matching portfolio.

CF INDUSTRIES HOLDINGS, INC.

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

6 unchanged sentences

$ 1 $ — $ 1 $ —

Short-term investments (2)

Equity mutual funds

37 unchanged sentences

Treasury bonds and notes (5)

Fixed income mutual funds (6)

Corporate bonds and notes (7)

17 unchanged sentences

Funds measured at NAV as a practical expedient (16)

Total assets at fair value $ 316

Receivable from redemption 4

Total assets $ 320

_______________________________________________________________________________

(1) Cash and cash equivalents are primarily short-term U.S.

treasury bills and short-term money market funds.

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

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

(3) The index equity funds are mutual funds that utilize a passively managed investment approach designed to track specific equity indices.

4 unchanged sentences

The funds are priced based on a daily published net asset value.

CF INDUSTRIES HOLDINGS, INC.

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

3 unchanged sentences

Treasury strips.

Mortgage-backed and asset-backed securities are valued by institutional pricing services, which gather information from market sources and integrate credit information,

CF INDUSTRIES HOLDINGS, INC.

observed market movements and sector news into their pricing applications and models.

Mortgage-backed and asset-backed securities are valued by institutional pricing services, which gather information from market sources and integrate credit information, observed market movements and sector news into their pricing applications and models.

Treasury strips are valued using stripped interest and stripped principal yield curves based on data obtained from various dealer contacts and live data sources.

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

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

(11) Pooled equity funds invest in a broad array of global equity, equity-related securities, a range of diversifiers and may use derivatives for efficient portfolio management.

8 unchanged sentences

The funds are valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.

(14) Pooled liability-driven investment funds invest primarily in gilt repurchase agreements, physical U.K.

(15) Pooled liability-driven investment funds primarily invest, either through a sub-fund or directly, in gilt repurchase agreements, physical U.K.

government gilts, other inflation linked fixed income securities, and derivatives to provide exposure to interest rates and inflation, thus hedging these elements of risk associated with pension liabilities.

3 unchanged sentences

We have defined contribution plans covering substantially all employees in North America and the United Kingdom.

Depending on the specific provisions of each plan, qualified employees receive company contributions based on a percentage of base salary, matching of employee contributions up to specified limits, or a combination of both.

Depending on the specific provisions of each plan, qualified employees receive company contributions based on a percentage of base salary or base salary and incentive pay, matching of employee contributions up to specified limits, or a combination of both.

In 2023, 2022 and 2021, we recognized expense related to our contributions to the defined contribution plans of $ 34 million, $ 19 million and $ 25 million, respectively.

5 unchanged sentences

Revolving Credit Agreement

We have a senior unsecured revolving credit agreement (the Revolving Credit Agreement), which provides for a revolving credit facility of up to $ 750 million with a maturity of December 5, 2024.

The Revolving Credit Agreement includes a letter of credit sub-limit of $ 125 million.

Borrowings under the Revolving Credit Agreement may be used for working capital, capital expenditures, acquisitions, share repurchases and other general corporate purposes.

Borrowings under the Revolving Credit Agreement may be denominated in U.S.

dollars, Canadian dollars, euros and British pounds, and bear interest at a per annum rate equal to, at our option, an applicable eurocurrency rate or base rate plus, in either case, a specified margin.

We are required to pay an undrawn commitment fee on the undrawn portion of the commitments under the Revolving Credit Agreement and customary letter of credit fees.

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

The New Revolving Credit Agreement provides for a revolving credit facility of up to $ 750 million with a maturity of October 26, 2028 and includes a letter of credit sub-limit of $ 125 million.

Borrowings under the New Revolving Credit Agreement may be used for working capital, capital expenditures, acquisitions, share repurchases and other general corporate purposes.

CF Industries is the lead borrower, and CF Holdings is the sole guarantor, under the New Revolving Credit Agreement.

Borrowings under the New Revolving Credit Agreement can be denominated in U.S.

dollars, Canadian dollars, euros and British pounds.

Borrowings under the New Revolving Credit Agreement in U.S.

dollars bear interest at a per annum rate equal to, at our option, an applicable adjusted term Secured Overnight Financing Rate or base rate plus, in either case, a specified margin.

We are required to pay an undrawn commitment fee on the undrawn portion of the commitments under the New Revolving Credit Agreement and customary letter of credit fees.

The specified margin and the amount of the commitment fee depend on CF Holdings’ credit rating at the time.

As of December 31, 2022, we had unused borrowing capacity under the Revolving Credit Agreement of $ 750 million and no outstanding letters of credit.

There were no borrowings outstanding under the Revolving Credit Agreement as of December 31, 2022 or 2021, or during the years ended December 31, 2022 or 2021.

During the year ended December 31, 2020, maximum borrowings under the Revolving Credit Agreement were $ 500 million and the weighted-average annual interest rate of borrowings was 2.05 %.

Borrowings under the Revolving Credit Agreement in March 2020 were repaid in full in April 2020.

The Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including financial covenants.

As of December 31, 2022, we were in compliance with all covenants under the Revolving Credit Agreement.

Letters of Credit

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

As of December 31, 2023, we had unused borrowing capacity under the New Revolving Credit Agreement of $ 750 million and no outstanding letters of credit.

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

The New Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including a financial covenant.

As of December 31, 2023, we were in compliance with all covenants under the New Revolving Credit Agreement.

Letters of Credit Under Bilateral Agreement

We are party to a bilateral agreement providing for the issuance of up to $ 425 million (reflecting an increase of $ 75 million in December 2023) of letters of credit.

As of December 31, 2023, approximately $ 291 million of letters of credit were outstanding under this agreement.

5 unchanged sentences

Public Senior Notes:

3.450 % due June 2023

3.665 % $ — $ — $ 500 $ 499

5.150 % due March 2034

10 unchanged sentences

(1) Carrying amount is net of unamortized debt discount and deferred debt issuance costs.

Total unamortized debt discount was $ 7 million and $ 8 million as of December 31, 2022 and 2021, respectively, and total deferred debt issuance costs were $ 28 million and $ 27 million as of December 31, 2022 and 2021, respectively.

Total unamortized debt discount was $ 7 million as of both December 31, 2023 and 2022, and total deferred debt issuance costs were $ 25 million and $ 28 million as of December 31, 2023 and 2022, respectively.

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

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

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

Until August 23, 2021,

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

CF INDUSTRIES HOLDINGS, INC.

the 2026 Notes were also guaranteed by certain subsidiaries of CF Industries.

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

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

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

On April 21, 2022, we redeemed in full all of the $ 500 million outstanding principal amount of the 3.450 % senior notes due June 2023 (the 2023 Notes) in accordance with the optional redemption provisions in the indenture governing the 2023 Notes.

7 unchanged sentences

As a result, we recognized a loss on debt extinguishment of $ 6 million, consisting primarily of the premium paid on the redemption of the $ 250 million principal amount of the 2021 Notes prior to their scheduled maturity.

Interest Expense

11 unchanged sentences

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

(2) Interest on tax liabilities for the year ended December 31, 2022 includes interest accrued on reserves for unrecognized tax benefits related to Canadian transfer pricing.

Interest on tax liabilities for the year ended December 31, 2020 includes a reduction in interest accrued on reserves for unrecognized tax benefits.

(2) Interest on tax liabilities for the year ended December 31, 2022 consists primarily of interest accrued on reserves for unrecognized tax benefits related to Canadian transfer pricing.

See Note 12—Income Taxes for additional information.

5 unchanged sentences

(in millions)

Insurance proceeds (1)

$ — $ — $ ( 37 )

Loss on disposal of property, plant and equipment—net (2)

Loss on disposal of property, plant and equipment $ 4 $ 2 $ 3

Gain on sale of emission credits ( 39 ) ( 6 ) ( 29 )

1 unchanged sentence

(Gain) loss on embedded derivative (2)

— ( 20 ) ( 3 )

Other operating—net

1 unchanged sentence

___________________________________________________________________________

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

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

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

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

See Note 9—Fair Value Measurements for additional information.

(5) Other includes the recovery of certain precious metals used in the manufacturing process, litigation expenses, and, in 2021, the amount received under the terms of an agreement with the U.K.

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

government associated with the restart of our Billingham facility.

See Note 5—United Kingdom Operations Restructuring and Impairment Charges for additional information.

Derivative Financial Instruments

17 unchanged sentences

Natural gas derivatives

Unrealized net (losses) gains Cost of sales $ ( 41 ) $ ( 25 ) $ 6

Realized net gains (losses) Cost of sales 10 1 ( 13 )

Unrealized net gains (losses) Cost of sales $ 39 $ ( 41 ) $ ( 25 )

Realized net (loss) gains Cost of sales ( 139 ) 10 1

Gain on net settlement of natural gas derivatives due to Winter Storm Uri Cost of sales — — 112

72 unchanged sentences

Spare parts $ 200 $ 180

Intangible assets—net 15 45

Nonqualified employee benefit trusts 17 16

8 unchanged sentences

Accounts payable (1)

Accrued capital expenditures (1)

Accrued natural gas costs 85 200

3 unchanged sentences

Total accounts payable and accrued expenses $ 520 $ 575

___________________________________________________________________________

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

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

1 unchanged sentence

See Note 14—Financing Agreements and Note 15—Interest Expense for additional information.

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

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

Other Current Liabilities

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

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

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

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

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

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

CF INDUSTRIES HOLDINGS, INC.

34 unchanged sentences

The amounts of distributions from CFN to us and CHS are based generally on the profitability of CFN and determined based on the volume of granular urea and UAN sold by CFN to us and CHS pursuant to supply agreements, less a formula driven amount based primarily on the cost of natural gas used to produce the granular urea and UAN, and adjusted for the allocation of items such as operational efficiencies and overhead amounts.

Additionally, under the terms of the strategic venture, we have recognized an embedded derivative related to our credit rating.

See Note 9—Fair Value Measurements for additional information.

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

3 unchanged sentences

Our Board of Directors (the Board) has authorized certain programs to repurchase shares of our common stock.

These programs have generally permitted repurchases to be made from time to time in the open market, through privately-negotiated transactions, through block transactions or otherwise.

These programs have generally permitted repurchases to be made from time to time in the open market, through privately-negotiated transactions, through block transactions, through accelerated share repurchase programs, or otherwise.

Our management has determined the manner, timing and amount of repurchases under these programs based on the evaluation of market conditions, stock price and other factors.

On November 3, 2021, the Board authorized the repurchase of up to $ 1.5 billion of CF Holdings common stock through December 31, 2024 (the 2021 Share Repurchase Program).

As of December 31, 2022, we had repurchased 14.9 million shares under the 2021 Share Repurchase Program for $ 1.35 billion.

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

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

2022 Share Repurchase Program 2021 Share Repurchase Program

Shares Amounts (1)

(in millions)

Shares repurchased in 2022:

First quarter — $ — 1.3 $ 100

Second quarter — — 5.3 490

Third quarter — — 6.1 532

Fourth quarter — — 2.2 223

Total shares repurchased in 2022 — — 14.9 1,345

Shares repurchased as of December 31, 2022 — $ — 14.9 $ 1,345

Shares repurchased in 2023:

First quarter — $ — 1.1 $ 75

Second quarter 0.8 50 1.2 80

Third quarter 1.9 150 — —

Fourth quarter 2.9 225 — —

Total shares repurchased in 2023 5.6 425 2.3 155

Shares repurchased as of December 31, 2023

5.6 $ 425 17.2 $ 1,500

______________________________________________________________________________

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

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

In 2023, we repurchased 5.6 million shares under the 2022 Share Repurchase Program for $ 425 million.

The shares we repurchase are held as treasury stock.

2 unchanged sentences

In 2022, we retired 15.2 million shares of repurchased stock.

As of December 31, 2021, we held 27,962 shares of treasury stock.

In 2022, we retired 15.2 million shares of repurchased stock, including shares repurchased under the 2021 Share Repurchase Program.

As of December 31, 2022, we held no shares of treasury stock.

In 2023, we retired 8.1 million shares of repurchased stock, including shares repurchased under the 2021 Share Repurchase Program and the 2022 Share Repurchase Program.

As of December 31, 2023 and 2022, we held no shares of treasury stock.

CF INDUSTRIES HOLDINGS, INC.

Changes in common shares outstanding are as follows:

13 unchanged sentences

CF Holdings is authorized to issue 50 million shares of $ 0.01 par value preferred stock.

Our Second Amended and Restated Certificate of Incorporation, as amended, authorizes the Board, without any further stockholder action or approval, to issue these shares in one or more classes or series, and (except in the case of our Series A Junior Participating Preferred Stock, 500,000 shares of which are authorized and the terms of which were specified in the original certificate of incorporation of CF Holdings) to fix the rights, preferences and privileges of the shares of each wholly unissued class or series and any of its qualifications, limitations or restrictions.

Our Third Amended and Restated Certificate of Incorporation authorizes the Board, without any further stockholder action or approval, to issue these shares in one or more classes or series, and (except in the case of our Series A Junior Participating Preferred Stock, 500,000 shares of which are authorized and the terms of which were specified in the original certificate of incorporation of CF Holdings) to fix the rights, preferences and privileges of the shares of each wholly unissued class or series and any of its qualifications, limitations or restrictions.

The Series A Junior Participating Preferred Stock had been established in CF Holdings’ original certificate of incorporation in connection with our former stockholder rights plan that expired in 2015.

No shares of preferred stock have been issued.

CF INDUSTRIES HOLDINGS, INC.

Accumulated Other Comprehensive Loss

12 unchanged sentences

Reclassification to earnings (1) :

Effect of exchange rate changes and deferred taxes 3 — ( 19 ) ( 16 )

Balance as of December 31, 2021 $ ( 141 ) $ 4 $ ( 120 ) $ ( 257 )

Gain arising during the period — — 55 55

Reclassification to earnings (1) :

Settlement loss — — 21 21

3 unchanged sentences

Balance as of December 31, 2022 $ ( 179 ) $ 3 $ ( 54 ) $ ( 230 )

Loss arising during the period — — ( 6 ) ( 6 )

Reclassification to earnings (1)

— — ( 1 ) ( 1 )

Effect of exchange rate changes and deferred taxes 33 — ( 5 ) 28

Balance as of December 31, 2023 $ ( 146 ) $ 3 $ ( 66 ) $ ( 209 )

_______________________________________________________________________________

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

CF INDUSTRIES HOLDINGS, INC.

Stock-based Compensation

10 unchanged sentences

The shares subject to any outstanding award under the 2022 Equity and Incentive Plan will be available for subsequent award and issuance under the 2022 Equity and Incentive Plan to the extent those awards subsequently expire, are forfeited or cancelled, or terminate for any reason prior to issuance of the shares subject to those awards.

In addition, shares tendered or withheld in payment of the exercise price of an

CF INDUSTRIES HOLDINGS, INC.

award and shares withheld by the Company to satisfy tax withholding obligations related to an award will be available for subsequent award under the 2022 Equity and Incentive Plan.

In addition, shares tendered or withheld in payment of the exercise price of an award and shares withheld by the Company to satisfy tax withholding obligations related to an award will be available for subsequent award under the 2022 Equity and Incentive Plan.

As of December 31, 2023, we had approximately 6.7 million shares available for future awards under the 2022 Equity and Incentive Plan.

11 unchanged sentences

Holders of RSUs and PSUs are not entitled to voting rights unless and until the awards have vested.

CF INDUSTRIES HOLDINGS, INC.

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

20 unchanged sentences

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

CF INDUSTRIES HOLDINGS, INC.

Shares Weighted-

10 unchanged sentences

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

CF INDUSTRIES HOLDINGS, INC.

Selected amounts pertaining to stock option exercises are as follows:

18 unchanged sentences

CF INDUSTRIES HOLDINGS, INC.

Contingencies

From time to time, we are subject to ordinary, routine legal proceedings related to the usual conduct of our business, including proceedings regarding public utility and transportation rates, environmental matters, taxes and permits relating to the operations of our various plants and facilities.

Based on the information available as of the date of this filing, we believe that the ultimate outcome of these routine matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Environmental

From time to time, we receive notices from governmental agencies or third parties alleging that we are a potentially responsible party at certain cleanup sites under the Comprehensive Environmental Response, Compensation, and Liability Act or other environmental cleanup laws.

In 2011, we received a notice from the Idaho Department of Environmental Quality (IDEQ) that alleged that we were a potentially responsible party for the cleanup of a former phosphate mine site we owned in the late 1950s and early 1960s located in Georgetown Canyon, Idaho.

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

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

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

The remedial investigation was submitted to the agencies in 2021.

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

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

Department of the Interior and other trustees intended to undertake a natural resource damage assessment for 18 former phosphate mines and three former processing facilities in southeast Idaho.

The Georgetown Canyon former mine and processing facility was included in the group of former mines and processing facilities identified by the trustees.

In June 2021, we received another notice from the U.S.

Department of the Interior that the natural resource damage trustees were commencing a ‘subsequent’ phase of the natural resource damage assessment, but no further details were provided with respect to said assessment.

Because the former Georgetown Canyon mine site is still in the risk assessment and feasibility study stage, we are not able to estimate at this time our potential liability, if any, with respect to the cleanup of the site or a possible claim for natural resource damages.

However, based on the results of the site investigation conducted to date, we do not expect the remedial or financial obligations to which we may be subject involving this or other cleanup sites will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

CF INDUSTRIES HOLDINGS, INC.

Segment Disclosures

14 unchanged sentences

Total other operating costs and expenses 307

Equity in earnings of operating affiliate 94

Equity in loss of operating affiliate (3)

Operating earnings $ 2,230

17 unchanged sentences

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

(3) Equity in loss of operating affiliate for the year ended December 31, 2023 includes an impairment of our equity method investment in PLNL of $ 43 million.

See Note 10—Equity Method Investment for additional information.

(4) Total other operating costs and expenses for the year ended December 31, 2022 include $ 258 million of asset impairment and restructuring charges related to our U.K.

44 unchanged sentences

Change in capitalized expenditures in accounts payable and accrued expenses $ 15 $ 18 $ ( 8 )

Change in accrued share repurchases ( 1 ) ( 1 ) —

Change in accrued share repurchases, including accrued excise taxes 5 ( 1 ) ( 1 )

Interest—net of interest capitalized for the year ended December 31, 2022 includes interest paid to Canadian taxing authorities of approximately $ 100 million related to tax years 2006 through 2011.

9 unchanged sentences

Also included are reclamation of land and the closure of certain effluent ponds and/or waste storage areas.

The most recent estimate of the aggregate cost of AROs for our complexes and facilities, excluding the Ince, United Kingdom complex, expressed in 2022 dollars, is approximately $ 118 million.

The most recent estimate of the aggregate cost of AROs for our complexes and facilities, expressed in 2023 dollars, is approximately $ 126 million, which excludes the recorded AROs related to our U.K.

operations discussed below.

We have not recorded a liability for these conditional AROs as of December 31, 2023, because we do not believe there is currently a reasonable basis for estimating a date or range of dates of cessation of operations at our nitrogen manufacturing facilities or our distribution and storage facilities, which is necessary in order to estimate fair value.

1 unchanged sentence

We also considered the possibility of changes in technology, risk of obsolescence, and availability of raw materials in arriving at our conclusion.

In the second quarter of 2022, we approved and announced our proposed plan to restructure our U.K.

operations, including the planned permanent closure of the Ince facility, which had been idled since September 2021.

As a result, we recorded a liability of approximately $ 9 million for the costs of certain asset retirement activities related to the Ince site.

Changes to components of the asset retirement obligation were not material in the third and fourth quarters of 2022.

As of December 31, 2022, the liability recorded in other current liabilities in our consolidated balance sheet was approximately $ 6 million.

In July 2023, we approved and announced our proposed plan to permanently close the ammonia plant at our Billingham complex, and, in September 2023, the final plan was approved.

As a result, in the third quarter of 2023, we recognized charges of $ 3 million for the costs of certain asset retirement activities related to the Billingham site.

As of December 31, 2023, asset retirement obligations related to our U.K.

operations, including the closed Ince complex, recorded in other current liabilities in our consolidated balance sheet was approximately $ 6 million.

See Note 7—United Kingdom Operations Restructuring and Impairment Charges for additional information.

29 unchanged sentences

Weighted-average discount rate 4.7 % 3.9 %

______________________________________________________________________________

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

As of December 31, 2022, we have entered into two additional leases that have not yet commenced.

These leases will commence in fiscal year 2023 with future minimum lease payments of $ 11 million and lease terms of three and five years .

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

CF INDUSTRIES HOLDINGS, INC.

8 unchanged sentences

Operating lease liabilities $ 168

Subsequent Event

On January 31, 2024, the Board declared a quarterly dividend of $ 0.50 per common share, representing an increase from the quarterly dividend of $ 0.40 per common share that was declared and paid in the fourth quarter of 2023.

The dividend will be paid on February 29, 2024 to stockholders of record as of February 15, 2024.

CF INDUSTRIES HOLDINGS, INC.

1 unchanged sentence

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 8. Financial Statements and Supplementary Data