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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-22 · 33 added, 29 removed, 272 unchanged (19% of the section changed)

9 unchanged sentences

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

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

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

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

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

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

While there was no impact on the Company’s internal control over financial reporting during the quarter ended December 31, 2023, in the first quarter of 2024, the Company is upgrading its financial reporting and business consolidation system.

While there was no impact on the Company’s internal control over financial reporting during the quarter ended December 31, 2024, beginning in the second quarter of 2025, the Company is implementing a new procurement and plant asset management system.

As a result, related changes in its internal control over financial reporting are expected due to the implementation.

8 unchanged sentences

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

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

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

Basis for Opinion

15 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

CF INDUSTRIES HOLDINGS, INC.

(signed) KPMG LLP

14 unchanged sentences

We have adopted a Code of Corporate Conduct that applies to our employees, directors and officers, including our principal executive officer, principal financial officer and principal accounting officer.

The Code of Corporate Conduct is posted on our Internet website, www.cfindustries.com .

The Code of Corporate Conduct is posted on our corporate website, www.cfindustries.com .

We will provide an electronic or paper copy of this document free of charge upon request.

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

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

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

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

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

EXECUTIVE COMPENSATION.

86 unchanged sentences

Description of common stock of CF Industries Holdings, Inc.

( incor porated by reference to Exhibit 4.2 to CF Industries Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 22, 2024)

Indenture, dated as of May 23, 2013, among CF Industries, Inc., CF Industries Holdings, Inc.

19 unchanged sentences

Fourth Supplement, dated as of January 31, 2022, relating to the 2044 Notes Supplement (incorporated by reference to Exhibit 4.5 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 1, 2022)

Indenture, dated as of November 21, 2016, among CF Industries Holdings, Inc., CF Industries, Inc., the Subsidiary Guarantors (as defined therein) party thereto and Computer share Trust Company, N.A., as suc cessor trustee , relating to CF Industries, Inc.’s 4.500% Senior Secured Notes due 2026 (includes form of note) (the “2026 Notes Indenture”) (incorporated by reference to Exhibit 4.2 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on November 22, 2016)

Indenture, dated as of November 21, 2016, among CF Industries Holdings, Inc., CF Industries, Inc., the Subsidiary Guarantors (as defined therein) party thereto and Computershare Trust Company, N.A., as successor trustee, relating to CF Industries, Inc.’s 4.500% Senior Secured Notes due 2026 (includes form of note) (the “2026 Notes Indenture”) (incorporated by reference to Exhibit 4.2 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on November 22, 2016)

First Supplemental Indenture, dated as of March 29, 2018, relating to the 2026 Notes Indenture (incorporated by reference to Exhibit 4.7 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2018)

1 unchanged sentence

Third Supplemental Indenture, dated as of January 28, 2022, relating to the 2026 Notes Indenture (incorporated by reference to Exhibit 4.2 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 1, 2022)

Change in Control Severance Agreement, effective as of April 29, 2005, and amended and restated as of July 24, 2007, by and among CF Industries, Inc., CF Industries Holdings, Inc.

and Douglas C.

Barnard (incorporated by reference to Exhibit 10.3 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2007)***

CF INDUSTRIES HOLDINGS, INC.

Change in Control Severance Agreement, effective as of September 1, 2009, amended as of October 20, 2010, and amended further and restated as of February 17, 2014, by and between CF Industries Holdings, Inc.

1 unchanged sentence

Bohn (incorporated by reference to Exhibit 10.3 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 27, 2014)***

CF INDUSTRIES HOLDINGS, INC.

Change in Control Severance Agreement, effective as of November 21, 2008, by and between CF Industries Holdings, Inc.

14 unchanged sentences

and Michael P.

McGrane (incorporated by reference to Exhibit 10.

2 to CF Industries Holdings, Inc.’s Q uarterly Report on Form 10 - Q filed with the SEC on November 2 , 20 23 )***

McGrane (incorporated by reference to Exhibit 10.2 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2023)***

Change in Control Severance Agreement, effective as of June 17, 2024, by and between CF Industries Holdings, Inc.

and Gregory D.

Cameron (incorporated by referen ce to Exhibit 10.2 to CF Industries Holdings, Inc.

’ s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2024)***

Form of Amendment to Change in Control Severance Agreement (incorporated by reference to Exhibit 10.3 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on December 24, 2015)***

13 unchanged sentences

CF Industries Holdings, Inc.

Supplemental Benefit and Deferral Plan (incorporated by reference to Ex hibit 10.16 to CF Industries Holdings, Inc.

’ s Annual Report on Form 10-K filed with the S EC on February 23, 2023) ***

CF INDUSTRIES HOLDINGS, INC.

Supplemental Benefit and Deferral Plan (incorporated by reference to Exhibit 10.16 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 23, 2023)***

First Amendment of CF Industries Holdings, Inc.

Supplemental Benefit and Deferral Plan (incorporated by reference to Exhibit 10.17 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 23, 2023) ***

CF INDUSTRIES HOLDINGS, INC.

Second Amendment of CF Industries Holdings, Inc.

Supplemental Benefit and Deferral Plan (incorporated by reference to Exhibit 10.18 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 23, 2023) ***

Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.6 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 3, 2009)***

Third Amendment of CF Industries Holdings, Inc.

Supplemental Benefit and Deferral Plan (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on October 31, 2024)***

Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.17 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 27, 2014)***

19 unchanged sentences

(incorporated by reference to Exhibit 10.37 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 24, 2022)****

CF INDUSTRIES HOLDINGS, INC.

Revolving Credit Agreement, dated as of October 26, 2023, by and among CF Industries Holdings, Inc., CF Industries, Inc., Citibank, N.A., as administrative agent, the issuing banks from time to time party thereto, and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on October 27, 2023)

CF INDUSTRIES HOLDINGS, INC.

Amendment No.

1 to the Revolving Credit Agreement, dated as of May 29, 2024, among CF Industries, Inc.

and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2024)

Policy on Insider Trading

Subsidiaries of the registrant

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Policy related to recovery of erroneously awarded compensation

Policy related to recovery of erroneously awarded compensation (incorporated by reference to Exhibit 97 to CF Industries Holdings, Inc.'s Annual Report on Form 10-K filed with the SEC on February 22, 2024)

101 The following financial information from CF Industries Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language):

(1) Consolidated Statements of Operations, (2) Consolidated Statements of Comprehensive Income, (3) Consolidated Balance Sheets, (4) Consolidated Statements of Equity, (5) Consolidated Statements of Cash Flows and (6) Notes to Consolidated Financial Statements

104 Cover Page Interactive Data File (included in the Exhibit 101 Inline XBRL Document Set)

104 Cover Page Interactive Data File (embed within the Inline XBRL document and included in Exhibit 101)

_______________________________________________________________________________

1 unchanged sentence

** Portions omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K.

*** Management contract or compensatory plan or arrangement required to be filed (and/or incorporated by reference) as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(a)(3) of Form 10-K.

*** Denotes management contract or compensatory plan or arrangement.

**** Portions omitted to pursuant to Item 601(b)(10)(iv) of Regulation S-K.

8 unchanged sentences

(Principal Executive Officer) February 20, 2025

/s/ CHRISTOPHER D.

BOHN Executive Vice President and

Chief Operating Officer, Director

/s/ GREGORY D.

CAMERON Executive Vice President and

Chief Financial Officer

(Principal Financial Officer) February 20, 2025

Christopher D.

/s/ RICHARD A.

6 unchanged sentences

ARZBAECHER Director February 20, 2025

/s/ CHRISTOPHER D.

BOHN Executive Vice President and

Chief Operating Officer, Director February 20, 2025

Christopher D.

/s/ DEBORAH L.

11 unchanged sentences

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 9A. Controls and Procedures