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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

 

 

Date of Report (Date of earliest event reported): February 14, 2024

 

CF Industries Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-32597   20-2697511
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

2375 Waterview Drive
Northbrook, Illinois
      60062
(Address of principal
executive offices)
      (Zip Code)

 

Registrant’s telephone number, including area code (847) 405-2400

 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
common stock, par value $0.01 per share   CF   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

Item 2.02.Results of Operations and Financial Condition.

 

On February 15, 2024, CF Industries Holdings, Inc. will host a conference call discussing its results for the quarter and year ended December 31, 2023, at which the presentation attached hereto as Exhibit 99.1 will be used.

 

The information set forth herein, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)            Exhibits.

 

Exhibit No. Description of Exhibit
99.1 Presentation of CF Industries Holdings, Inc. dated February 14, 2024
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 14, 2024 CF INDUSTRIES HOLDINGS, INC.
       
       
    By: /s/ Christopher D. Bohn
    Name: Christopher D. Bohn
    Title: Executive Vice President and Chief Operating Officer

 

3

 

Exhibit 99.1
 

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2023 Fourth Quarter and Full Year Financial Results February 14, 2024 NYSE: CF

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Safe harbor statement All statements in this presentation by CF Industries Holdings, Inc. (together with its subsidiaries, the “Company”), other than those relating to historical facts, are forward-looking statements. Forward-looking statements can generally be identified by their use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” or “would” and similar terms and phrases, including references to assumptions. Forward-looking statements are not guarantees of future performance and are subject to a number of assumptions, risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. These statements may include, but are not limited to, statements about the synergies and other benefits, and other aspects of the transactions with Incitec Pivot Limited (“IPL”), strategic plans and management’s expectations with respect to the production of green and blue (low-carbon) ammonia, the development of carbon capture and sequestration projects, the transition to and growth of a hydrogen economy, greenhouse gas reduction targets, projected capital expenditures, statements about future financial and operating results, and other items described in this presentation. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among others, the risk of obstacles to realization of the benefits of the transactions with IPL; the risk that the synergies from the transactions with IPL may not be fully realized or may take longer to realize than expected; the risk that the completion of the transactions with IPL, including integration of the Waggaman ammonia production complex into the Company’s operations, disrupt current operations or harm relationships with customers, employees and suppliers; the risk that integration of the Waggaman ammonia production complex with the Company’s current operations will be more costly or difficult than expected or may otherwise be unsuccessful; diversion of management time and attention to issues relating to the transactions with IPL; unanticipated costs or liabilities associated with the IPL transactions; the cyclical nature of the Company’s business and the impact of global supply and demand on the Company’s selling prices; the global commodity nature of the Company’s nitrogen products, the conditions in the international market for nitrogen products, and the intense global competition from other producers; conditions in the United States, Europe and other agricultural areas, including the influence of governmental policies and technological developments on the demand for our fertilizer products; the volatility of natural gas prices in North America and the United Kingdom; weather conditions and the impact of adverse weather events; the seasonality of the fertilizer business; the impact of changing market conditions on the Company’s forward sales programs; difficulties in securing the supply and delivery of raw materials, increases in their costs or delays or interruptions in their delivery; reliance on third party providers of transportation services and equipment; the Company’s reliance on a limited number of key facilities; risks associated with cybersecurity; acts of terrorism and regulations to combat terrorism; risks associated with international operations; the significant risks and hazards involved in producing and handling the Company’s products against which the Company may not be fully insured; the Company’s ability to manage its indebtedness and any additional indebtedness that may be incurred; the Company’s ability to maintain compliance with covenants under its revolving credit agreement and the agreements governing its indebtedness; downgrades of the Company’s credit ratings; risks associated with changes in tax laws and disagreements with taxing authorities; risks involving derivatives and the effectiveness of the Company’s risk management and hedging activities; potential liabilities and expenditures related to environmental, health and safety laws and regulations and permitting requirements; regulatory restrictions and requirements related to greenhouse gas emissions; the development and growth of the market for green and blue (low-carbon) ammonia and the risks and uncertainties relating to the development and implementation of the Company’s green and blue (low-carbon) ammonia projects; risks associated with expansions of the Company’s business, including unanticipated adverse consequences and the significant resources that could be required; and risks associated with the operation or management of the strategic venture with CHS (the “CHS Strategic Venture”), risks and uncertainties relating to the market prices of the fertilizer products that are the subject of the supply agreement with CHS over the life of the supply agreement, and the risk that any challenges related to the CHS Strategic Venture will harm the Company’s other business relationships. More detailed information about factors that may affect the Company’s performance and could cause actual results to differ materially from those in any forward-looking statements may be found in CF Industries Holdings, Inc.’s filings with the Securities and Exchange Commission, including CF Industries Holdings, Inc.’s most recent annual and quarterly reports on Form 10-K and Form 10-Q, which are available in the Investor Relations section of the Company’s web site. It is not possible to predict or identify all risks and uncertainties that might affect the accuracy of our forward-looking statements and, consequently, our descriptions of such risks and uncertainties should not be considered exhaustive. There is no guarantee that any of the events, plans or goals anticipated by these forward-looking statements will occur, and if any of the events do occur, there is no guarantee what effect they will have on our business, results of operations, cash flows, financial condition and future prospects. Forward-looking statements are given only as of the date of this presentation and the Company disclaims any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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Note regarding non-GAAP financial measures The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). Management believes that EBITDA, adjusted EBITDA, free cash flow, free cash flow to adjusted EBITDA conversion and free cash flow yield, which are non-GAAP financial measures, provide additional meaningful information regarding the Company's performance and financial strength. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company's reported results prepared in accordance with GAAP. In addition, because not all companies use identical calculations, EBITDA, adjusted EBITDA, free cash flow, free cash flow to adjusted EBITDA conversion and free cash flow yield included in this presentation may not be comparable to similarly titled measures of other companies. Reconciliations of EBITDA, adjusted EBITDA, free cash flow, and free cash flow yield to the most directly comparable GAAP measures are provided in the tables accompanying this presentation. EBITDA is defined as net earnings attributable to common stockholders plus interest expense - net, income taxes, and depreciation and amortization. Other adjustments include the elimination of loan fee amortization that is included in both interest and amortization, and the portion of depreciation that is included in noncontrolling interest. The Company has presented EBITDA because management uses the measure to track performance and believes that it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the industry. Adjusted EBITDA is defined as EBITDA adjusted with the selected items as summarized in the tables accompanying this presentation. The Company has presented adjusted EBITDA because management uses adjusted EBITDA, and believes it is useful to investors, as a supplemental financial measure in the comparison of year-over-year performance. Free cash flow is defined as net cash provided by operating activities, as stated in the consolidated statements of cash flows, reduced by capital expenditures and distributions to noncontrolling interests. Free cash flow to adjusted EBITDA conversion is defined as free cash flow divided by adjusted EBITDA. Free cash flow yield is defined as free cash flow divided by market value of equity (market cap). For full year 2022, the Company has also presented cash provided by operating activities, free cash flow, free cash flow to adjusted EBITDA conversion and free cash flow yield, in each case excluding certain tax and interest payments made to Canadian tax authorities in relation to an arbitration decision covering tax years 2006 through 2011 and to our transfer pricing positions between Canada and the United States for open years 2012 and after. The Company has presented these financial measures, as well as the financial measures free cash flow, free cash flow to adjusted EBITDA conversion and free cash flow yield, because management uses these measures and believes they are useful to investors, as an indication of the strength of the Company and its ability to generate cash and to evaluate the Company’s cash generation ability relative to its industry competitors. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures.

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4 Strong global demand and favorable energy spreads underpin solid results (1) See appendix for reconciliations of EBITDA and adjusted EBITDA to the most directly comparable GAAP measures (2) Free cash flow represents cash provided by operating activities (cash from operations) less capital expenditures less distributions to noncontrolling interest; see appendix for reconciliation of free cash flow EBITDA(1) Net earnings Net earnings per diluted share Adjusted EBITDA(1) $2.76 B FY 2023 $5.88 B FY 2022 $7.87 FY 2023 $16.38 FY 2022 2023 Cash from operations(2) 2023 Free cash flow(2) Strong cash generation enabled significant return of capital since the beginning of 2021: - Invested $1.4 billion in growth projects - Deployed $2.5 billion to repurchase 31.3 million shares, ~15% of the shares outstanding - $2.6 billion remaining in $3 billion share repurchase authorization - Returned approximately $900 million to shareholders through dividends - Latest dividend 67% higher Acquisition of Waggaman ammonia facility complete Advanced our clean energy initiatives - Progressed low-carbon and green ammonia projects • Initial FEED study with Mitsui completed; FID targeted 2H 2024 • Autothermal reforming (ATR) and flue gas FEED studies in progress to evaluate optimal carbon reduction alternatives • Donaldsonville green ammonia project: electrolyzer installed, mechanically complete and commissioning activities underway - Entered into agreement with bp to purchase 4.4 billion cubic feet of certified natural gas, double the amount purchased in 2023 $2.76 B $2.71 B FY 2023 $5.54 B FY 2022 $1.53 B FY 2023 $3.35 B FY 2022 $1.80 B

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5 Financial results – fourth quarter and FY 2023 In millions, except percentages, per MMBtu and EPS Q4 2023 Q4 2022 FY 2023 FY 2022 Net sales $ 1,571 $ 2,608 $ 6,631 $ 11,186 Gross margin 501 1,256 2,545 5,861 -As a percentage of net sales 31.9 % 48.2 % 38.4 % 52.4 % Net earnings attributable to common stockholders $ 274 $ 860 $ 1,525 $ 3,346 Net earnings per diluted share 1.44 4.35 7.87 16.38 EBITDA(1) 556 1,246 2,707 5,542 Adjusted EBITDA(1) 592 1,296 2,760 5,880 Diluted weighted-average common shares outstanding 190.6 197.4 193.8 204.2 Natural gas costs in cost of sales (per MMBtu)(2) $ 2.79 $ 6.55 $ 3.26 $ 7.16 Realized derivatives loss in cost of sales (per MMBtu)(3) 0.22 0.33 0.41 0.02 Cost of natural gas used for production in cost of sales (per MMBtu) $ 3.01 $ 6.88 $ 3.67 $ 7.18 Average daily market price of natural gas Henry Hub - Louisiana (per MMBtu) 2.74 5.55 2.53 6.38 Depreciation and amortization 229 198 869 850 Capital expenditures 188 134 499 453 (1) See appendix for reconciliations of EBITDA and adjusted EBITDA to the most directly comparable GAAP measures (2) Includes the cost of natural gas used for production and related transportation that is included in cost of sales during the period under the first-in, first-out inventory method (3) Includes realized gains and losses on natural gas derivatives settled during the period. Excludes unrealized mark-to-market gains and losses on natural gas derivatives

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6 (1) Source of data: December 19, 2023 CRU Ammonia Database (2) Represents CF Industries’ historical North American production and CRU’s capacity estimates for CF Industries (3) Calculated by removing CF Industries’ annual reported production and capacity from the CRU data for all North American ammonia production peer group, Waggaman production/capacity included for one month only (4) ~0.9 million tons represents the difference between CF Industries’ actual trailing 5-year average ammonia production of 9.3 million tons at 97% of capacity utilization and the 8.4 million tons CF Industries would have produced if operated at the 87% CRU North American benchmark excluding CF Industries Note: CRU North American peer group includes AdvanSix, Austin Powder (US Nitrogen), Carbonair, CF Industries, Chevron, CVR Partners, Dakota Gasification Co, Dyno Nobel, Fortigen, Incitec Pivot (11 months production/capacity), Koch Industries, LSB Industries, LSB Industries/Cherokee Nitrogen, Mississippi Power, Mosaic, Nutrien, OCI N.V., RenTech Nitrogen, Sherritt International Corp, Shoreline Chemical, Simplot, Yara International North American Ammonia Percent of Capacity Utilization (1) 5-Year Rolling Avg. Percent of Capacity CF’s 10% greater capacity utilization yields an additional ~0.9 million tons of ammonia annually(4) Outstanding safety performance drives industry leading production capacity utilization 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 4.5 2011 2014 2017 2020 2023 Total injuries per 200,000 work hours Total Recordable Incident Rate BLS Fertilizer Manufacturing CF Industries As of December 31, 2023, the 12-month rolling average recordable incident rate was 0.36 per 200,000 work hours CF North America (2) North America Excl. CF (3) 96% 96% 97% 84% 86% 87% 80% 82% 84% 86% 88% 90% 92% 94% 96% 98% 100% 5 years ending 2021 5 years ending 2022 5 years ending 2023

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7 Consistently strong free cash flow metrics show undervalued equity Attractive free cash flow yield and free cash flow to adjusted EBITDA conversion rate suggest undervalued equity, supporting robust share repurchase program 9.7% 8.9% 9.0% 14.7% 16.7% 12.0% 2018 2019 2020 2021 2022 2023 2018-2023 average yield Free Cash Flow Yield(1) FCF/Adj EBITDA conversion(2) % 67% 57% 55% 79% 47% 65% 56%(3) 19.6%(3) (1) Represents annual free cash flow divided by market value of equity (market cap) as of December 31st of each year; see appendix for reconciliation of free cash flow to the most directly comparable GAAP measure and calculation of market cap (2) Represents annual free cash flow divided by annual adjusted EBITDA; see appendix for reconciliations of free cash flow and adjusted EBITDA to the most directly comparable GAAP measures (3) Excluding the impact of $491M of tax and interest payments related to a dispute between Canadian and U.S. tax authorities dating back to the early 2000s; the Company has filed amended tax returns in the U.S. seeking refunds of related taxes paid Canada/US tax matter (3)

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8 Recent transactions highlight economic value in North American assets has increased significantly Nitrogen asset historic capex per N ton(1,2) pre-synergies $000's / N ton ‘10 ‘16 ‘17 ‘23 Capital intensity associated with new projects has increased… Resulting in increased valuation of existing first quartile assets… As economic value continues to increase to provide returns greater than the cost of capital on new projects Current enterprise value substantially below economic value of assets implied by precedent transactions $40B $20B (1) Total project cost divided by N ton equivalent volume of net production (Ammonia – 82% N, Urea – 46% N, UAN – 32% N, AN – 34% N), summary of project details can be found in the appendix (2) Precedent transactions include nitrogen facilities with ammonia production, upgrade production and on-site logistics assets. Excludes ammonia only facilities such as CF’s Waggaman acquisition in 2023 for ~$2,300 per N ton (3) CF Industries economic value calculated as $000’s / N ton capex for precedent transactions multiplied by CF North American net N capacity as of 12/31/2023 less CHS supply agreement volumes (4) CF current enterprise value = share price as of 2/13/2024 multiplied by shares outstanding as of 12/31/2023 plus net debt as of 12/31/2023 $30B CF current enterprise value(4) ‘12 Line of best fit based on regression equation: y = 0.23x – 459.7 R2 = 0.68 Implied CF economic value at precedent transaction $/N ton (3) CF Assets 2.0 2.6 2.5 2.7 3.3 4.3 4.1 3.6 5.0 $0 $1 $2 $3 $4 $5 $6

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9 $1.2 $2.5 $0.9 Total Disciplined approach to capital investments and shareholder returns… $Billions Share Repurchase Dividends Inorganic Growth Total ~$6.0 B CapEx (sustaining) Strong free cash flow enables strategic growth and substantial return of capital $2.6 billion remaining in $3 billion share repurchase authorization that expires in December 2025 Latest dividend represents a 67% increase from 2021 Strong balance sheet provides financial flexibility Note: Totals may not add due to rounding Organic Growth $0.2 $1.3 $- $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 2021 2022 2023

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10 6.6(1) 6.6 7.0(2) 8.1(3) 8.1 8.2(4) 8.2 8.2 8.2 7.9(5) 8.2(6) All N production numbers based on year end figures per 10-K filings. (1) Beginning in 2013 includes incremental 34% of Medicine Hat production to reflect CF acquisition of Viterra's interests (2) Beginning in 2015 includes incremental 50% interest in CF Fertilisers UK acquired from Yara (3) Beginning in 2016 excludes nitrogen equivalent of 1.1 million tons of urea and 0.58 million tons of UAN under CHS supply agreement and includes expansion project capacity at Donaldsonville and Port Neal (4) Beginning in 2018 includes incremental 15% of Verdigris production to reflect CF’s acquisition of publicly traded TNH units (5) Decrease in production capacity due to Ince plant closure (6) Includes decrease in production capacity due to Billingham NH3 plant closure and additional production capacity from Waggaman ammonia production complex (7) Share count based on end of period common shares outstanding; share count prior to 2015 based on 5-for-1 split-adjusted shares Production Capacity (M nutrient tons) Annual Nitrogen Equivalent Tons per 1,000 Shares Outstanding CF Industries’ Nitrogen Volumes and Shares Outstanding as of December 31, 2023 Million Shares Outstanding (7) 2013 – 2023 Nitrogen per share CAGR: 6.3% 24 27 30 35 35 37 38 39 40 41 43 0 50 100 150 200 250 300 0 5 10 15 20 25 30 35 40 45 50 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 …continues to drive nitrogen participation per share…

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11 1,497 1,505 1,231 2,873 3,855 2,757 (422) (404) (309) (514) (453) (499) (139) (186) (174) (194) (619) (459) 936 915 748 2,165 2,783 1,799 223 216 214 208 196 188 Annual Free Cash Flow (millions) CF Industries’ Free Cash Flow and Shares Outstanding as of year end Shares Outstanding (millions) 170 180 190 200 210 220 230 $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 2018 2019 2020 2021 2022 2023 …resulting in strong free cash flow participation End of period shares outstanding Cash from Operations Capital expenditures Distributions to noncontrolling interests Free Cash Flow (millions) Non-GAAP reconciliation: Cash from Operations to Free Cash Flow (1) (1) For 2022, free cash flow includes $491M of tax and interest payments related to a dispute between Canadian and U.S. tax authorities dating back to the early 2000s; the Company has filed amended tax returns in the U.S. seeking refunds of related taxes paid Canada/US tax matter (1)

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12 Additional low-carbon ammonia FEED studies and further demand clarity expected 2H 2024 Disciplined approach to align supply with demand Clean Energy Growth Low-carbon ammonia plant (SMR) JV w/Mitsui ATR ammonia production technology FEED study Flue gas capture (with SMR) FEED study • FEED study completed 2023 • Estimated cost in the range of $3 billion • ~$2.5 billion allocated to ammonia facility and CCS technologies • ~$0.5 billion allocated to scalable common infrastructure • FEED study initiated late 2023 • Expected to be completed second half of 2024 • New technology in ammonia production • Estimated carbon reduction of more than 90% • FEED study initiated early 2024 • Expected to be completed second half of 2024 • Flue gas capture associated with SMR ammonia plant • Estimated carbon reduction of more than 90% Low-carbon ammonia demand Regulatory developments • Ammonia carbon intensity requirements of offtake partners • Government incentives in partners’ local jurisdictions North America - Sustainable aviation fuel opportunity increasing interest in low-carbon fertilizers - Increasing interest in low-carbon fertilizers in agriculture to decarbonize the CPG value chain Europe - CBAM driving further discussions around low-carbon ammonia exports Asia - Power generation opportunity in Japan/South Korea nearing key regulatory development milestones

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13 2024 management outlook positive as industry fundamentals remain favorable Global Nitrogen Market North America: Corn area planted expected to be 91 million acres India: Urea imports expected to be in a range of 6 – 7 million metric tons Brazil: Urea imports expected to be in a range of 7 – 8 million metric tons Europe: Imports of urea and other nitrogen products expected to remain elevated due to poor production environment China: Urea exports projected to be in the range of 4 million metric tons CF Industries Operations Gross ammonia production expected to be approximately 10 million tons Capital Expenditures expected to be in the range of $550 million Waggaman acquisition closed 12/1/2023; integration into CF Industries’ network underway CF Industries Strategic Initiatives Disciplined capital approach through investments in growth opportunities and returning capital to shareholders - $2.6 billion remaining in $3 billion share repurchase authorization which expires December 2025 - Increased dividend 25% to $0.50 per quarter Targeting 2H 2024 FID on greenfield low-carbon ammonia production Advancing clean energy initiatives to decarbonize and foster demand with global partners and customers

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14 0 5 10 15 20 25 30 35 40 Jan-23 Jul-23 Jan-24 Jul-24 The data and information provided by Wood Mackenzie should not be interpreted as advice and you should not rely on it for any purpose. You may not copy or use this data and information except as expressly permitted by Wood Mackenzie in writing. To the fullest extent permitted by law, Wood Mackenzie accepts no responsibility for your use of this data and information except as specified in a written agreement you may have entered into with Wood Mackenzie for the provision of such data and information Global Energy Price 2023-2024F Henry Hub natural gas TTF natural gas Chinese anthracite coal JKM natural gas USD per MMBtu 0 100 200 300 400 500 USD per Metric Ton (MT) North American Production Margin Advantage(1) Ammonia(2) Urea TTF Anthracite(3) 2023 2024F Versus: TTF Anthracite(3) (1) Advantage per MT based on annualized costs including settled feedstock prices through January 2024 and from February 2024 to December 2024 based on forward curve and projections as of February 8, 2024; Coal MMBtu price includes efficiency factor of 1.3 (additional coal requires hydrogen yield equivalent to feedstock natural gas) (2) North American production assumed to be 37.2 MMBtu per MT of ammonia for feedstock and fuel, European production assumed at 37.8 MMBtu per MT for feedstock and fuel, Chinese production assumed to be 1.2 MT of coal and 1300 KWH for feedstock and power (3) Forecast Chinese anthracite coal prices are derived from thermal prices in Wood Mackenzie’s China Coal Short Term Outlook™ Note: dotted lines represent forward price curves Source: ICE, Bloomberg, SX Coal, Wood Mackenzie, CF Analysis 2023 2024F 2023 2024F 2023 2024F Forward global energy curves suggest attractive margin opportunities for CF’s cost-advantaged network Forward spread HH vs TTF ~$7- 8/MMBtu

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15 2024 global delivered U.S. Gulf urea cost curve suggests prices near historic averages 2024 Monthly Delivered U.S. Gulf Urea Cost Curve 2024 Shipments: 17.5M Tons Avg. Appx. Monthly Range Energy (N.G.) Other Cash Freight Estimated 2024 Cost Range: $320-$375 5 10 15 20 Energy (Coal) 5 Y-axis: USD/st X-axis: Monthly Production Capacity at 95% Operating Rate, 85% Operating Rate in China, million short tons Illustrative of seasonal highs Illustrative of seasonal lows Source: Industry Publications, CF Analysis Energy (N.G.) Other Cash Freight Energy (Coal)

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Appendix

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17 2.00 2.50 3.00 3.50 4.00 4.50 5.00 $300 $1.8 $1.6 $1.5 $1.4 $1.2 $1.1 $1.0 $350 $2.5 $2.4 $2.2 $2.1 $2.0 $1.8 $1.7 $400 $3.2 $3.1 $3.0 $2.8 $2.7 $2.6 $2.4 $450 $4.0 $3.8 $3.7 $3.5 $3.4 $3.3 $3.1 $500 $4.7 $4.5 $4.4 $4.3 $4.1 $4.0 $3.9 $550 $5.4 $5.3 $5.1 $5.0 $4.9 $4.7 $4.6 $600 $6.1 $6.0 $5.9 $5.7 $5.6 $5.5 $5.3 CF Industries Adjusted EBITDA sensitivity table Table illustrates the CF Industries business model across a broad range of industry conditions $50/ton urea realized movement implies ~$725M change in Adjusted EBITDA on an annual basis (1) Based on 2023 sales volumes of approximately 19.1 million product tons, 2023 gas consumption of 341 million MMBtus and 2023 nitrogen product sales price relationships. Changes in product prices and gas costs are not applied to the CHS minority interest or industrial contracts where CF Industries is naturally hedged against changes in product prices and gas costs (2) Assumes that a $50 per ton change in urea prices is also applied proportionally to all nitrogen products and is equivalent to a $34.78 per ton change in UAN price, $36.96 per ton change in AN price, $89.14 per ton change in ammonia price, and $21.20 per ton change in the price of the Other segment Adjusted EBITDA Sensitivity to Natural Gas and Urea Prices(1) $ billions CF Realized Natural Gas Cost ($/MMBtu) CF Realized Urea Price ($/ton)(2)

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18 Capital management strategy focused on growing shareholder participation in our free cash flow Emphasis on opportunistic share repurchases Executing $3 billion share repurchase program, which expires December 2025 Target clean energy projects with returns above cost of capital High-quality, clean energy investments in motion with global industry leaders ~$900 M returned to shareholders in 2023(1) Closed on Waggaman ammonia production facility 12/1/2023 Low-carbon & green ammonia projects DEF & Nitric Acid production/logistics expansion Return capital to shareholders Inorganic growth opportunities Invest in high return projects within our network Disciplined growth initiatives & clean energy 18 (1) Share repurchases and dividends

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19 Advancing decarbonization through significant progress on strategic initiatives Clean Energy Growth Purchased natural gas certified by MiQ Donaldsonville green ammonia Donaldsonville CCS low-carbon ammonia Engineering activities ongoing Low-carbon ammonia plant (SMR w/CCS) FEED study FID targeted 2H 2024 Flue gas capture FEED study Clean ammonia industry demand milestones Potential supply of low-carbon ammonia into Asia PROJECTS ATR ammonia production technology FEED study Decarbonization Inorganic Growth Closed 12/1/2023 Waggaman ammonia production facility Expected completion 2H 2024 2025 project start-up Purchased 2.2 BCF Purchased 4.4 BCF • European CBAM • NH3 marine engine commercialization JERA: first commercial co-fire test at Hekinan coal fired power plant Initial FEED study completed Estimated completion of greenfield low-carbon ammonia facility (~4 years from FID) Commissioning activities underway MOUs signed between CF, JERA, POSCO & LOTTE

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20 Global grain stocks-to-use expected to approach five-year average by end of the 2024 growing season (1) Crop futures prices represent Marketing Year (September – August) average daily settlement of the front month future contracts for 2011/12 through 2022/23. 2023/24F represents actual futures settlements through January 16, 2024, and the forward curve through August 2024. Source: USDA, CME, CF Analysis Global Coarse Grains Stocks-to-Use Ratio vs Corn Futures Prices(1) Percent $0 $1 $2 $3 $4 $5 $6 $7 0% 2% 4% 6% 8% 10% 12% 14% 16% World ex-China Crop Futures Price (RHS) USD per Bushel Global Oilseeds Stocks-to-Use Ratio vs Soybean Futures Prices Percent $0 $2 $4 $6 $8 $10 $12 $14 $16 0% 5% 10% 15% 20% 25% 30% World ex-China Crop Futures Price (RHS) USD per Bushel

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21 0 2 4 6 8 10 2019 2020 2021 2022 2023 2024F 0 2 4 6 8 10 2019 2020 2021 2022 2023 2024F Import demand expected to remain resilient in 2024 Sources: Industry Publications, CRU Urea Market Outlook as of December 15, 2023, India DOF, FAI, Trade Data Monitor, CF Analysis India Imports Million metric tons Brazil Imports Million metric tons Supply/Demand Dynamics 7.3 MMT 0 1 2 3 4 5 6 2019 2020 2021 2022 2023 2024F China Urea Exports Million metric tons 7.4 MMT 4.3 MMT Import demand into Brazil and India were key market drivers in 2023 with the trend expected to continue in 2024 Despite lower natural gas prices in Europe, domestic producers continue to struggle with poor production economics and available/lower priced imports Urea exports from China are projected to be approximately 4 million metric tons for 2024 amid continued export restrictions ~6-7 MMT ~4 MMT ~7-8 MMT

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22 North American Nitrogen Precedent Transactions Project FID Year Completion Year Total Cost $M Net N Volume 000's $000's / N North American Nitrogen Assets CF - Terra Acquisition 2010 2010 4,800 2,414 2.0 CF - Medicine Hat Acquisition 2012 2012 900 346 2.6 CF - Donaldsonville Construction Cost 2012 2016 2,643 1,067 2.5 LSB - El Dorado Construction Cost 2012 2016 830 308 2.7 CF - Port Neal Construction Cost 2012 2016 2,557 772 3.3 OCI - Wever, IA Construction Cost 2017 2017 2,600 713 3.6 Austin Powder - Mosheim, TN Construction Cost 2016 2016 225 53 4.3 CF & CHS Strategic Venture 2016 2016 2,800 689 4.1 Koch - Wever Acquisition 2023 2024 3,600 713 5.0

GRAPHIC

23 Annual Average Energy Cost Location Source 2023E(1) Current(2) 2024F(3) Gas Prices ($/MMBtu) Henry Hub NYMEX 5.56 2.18 2.96 TTF ICE 44.62 9.00 10.35 NBP ICE 43.66 8.66 10.06 JKM ICE 37.10 9.29 11.66 Oil ($/Bbl) Brent Crude NYMEX 85 84 78 China Coal ($/tonne) Thermal SX Coal/ Woodmac 156 107 100 Anthracite Powder 174 152 148 Anthracite 251 199 195 Exchange Rates RMB/USD Bloomberg Composite 7.02 7.18 7.06 USD/EUR Bloomberg Composite 1.01 1.08 1.09 USD/GBP Bloomberg Composite 1.12 1.27 1.28 Notes: Market prices updated as of 01/29/2024; Coal prices as of 01/12/2024 (1) 2023E represents assumptions from November 2022 forecast cost curve, published in the CF Industries 3Q 2022 Earnings presentation (2) Observed values as of January 29, 2024; Chinese coal prices reflected Dec 2024 monthly average (3) Observed values in forward energy strips as of January 17, 2024 and Woodmac forecast 2024 cost curve assumptions

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24 Non-GAAP: reconciliation of net earnings to EBITDA and adjusted EBITDA In millions Q4 2023 Q4 2022 FY 2023 FY 2022 Net earnings $ 352 $ 1,009 $ 1,838 $ 3,937 Less: Net earnings attributable to noncontrolling interest (78) (149) (313) (591) Net earnings attributable to common stockholders 274 860 1,525 3,346 Interest (income) expense – net (8) (34) (8) 279 Income tax provision 84 245 410 1,158 Depreciation and amortization 229 198 869 850 Less other adjustments: Depreciation and amortization in noncontrolling interest (22) (22) (85) (87) Loan fee amortization(1) (1) (1) (4) (4) EBITDA $ 556 $ 1,246 $ 2,707 $ 5,542 Unrealized net mark-to-market loss (gain) on natural gas derivatives (Gain) loss on foreign currency transactions, including intercompany loans U.K. long-lived and intangible asset impairment U.K. operations restructuring Acquisition and integration costs Impairment of equity method investment in PLNL 26 80 (39) 41 (5) (10) — 28 — — — 239 3 1 10 19 12 — 39 — — — 43 — Unrealized gain on embedded derivative liability — (14) — (14) Pension settlement loss and curtailments gains—net — (7) — 17 Loss on debt extinguishment — — — 8 Total adjustments 36 50 53 338 Adjusted EBITDA $ 592 $ 1,296 $ 2,760 $ 5,880 (1) Loan fee amortization is included in both interest expense – net and depreciation and amortization

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25 Non-GAAP: reconciliation of net earnings to EBITDA and adjusted EBITDA, continued In millions FY 2021 FY 2020 FY 2019 FY 2018 Net earnings $ 1,260 $ 432 $ 646 $ 428 Less: Net earnings attributable to noncontrolling interests (343) (115) (153) (138) Net earnings attributable to common stockholders 917 317 493 290 Interest expense – net 183 161 217 228 Income tax provision 283 31 126 119 Depreciation and amortization 888 892 875 888 Less other adjustments: Depreciation and amortization in noncontrolling interests(1) (95) (80) (82) (87) Loan fee amortization(2) (4) (5) (9) (9) EBITDA $ 2,172 $ 1,316 $ 1,620 $ 1,429 Unrealized net mark-to-market loss (gain) on natural gas derivatives 25 (6) 14 (13) COVID impact: Special COVID-19 bonus for operational workforce — 19 — — COVID impact: Turnaround deferral(3) — 7 — — Loss (gain) on foreign currency transactions, including intercompany loans 6 5 (1) (5) U.K. goodwill impairment 285 — — — U.K. long-lived and intangible asset impairment 236 — — — Engineering cost write-off(4) — 9 — — Loss on sale of surplus land — 2 — — Gain on sale of Pine Bend facility — — (45) — Property insurance proceeds(5) — (2) (15) (10) Costs related to acquisition of TNCLP units — — — 2 PLNL tax withholding charge(6) — — 16 — Loss on debt extinguishment 19 — 21 — Total adjustments 571 34 (10) (26) Adjusted EBITDA $ 2,743 $ 1,350 $ 1,610 $ 1,403 (1) For the year ended December 31, 2019, amount relates only to CF Industries Nitrogen, LLC (CFN). For the year ended December 31, 2018, amount includes CFN and Terra Nitrogen Company, L.P. (TNCLP), as we purchased the remaining publicly traded common units of TNCLP on April 2, 2018 (2) Loan fee amortization is included in both interest expense – net and depreciation and amortization (3) Represents expense incurred due to the deferral of certain plant turnaround activities as a result of the COVID-19 pandemic (4) Represents costs written off upon the cancellation of a project at one of our nitrogen complexes (5) Represents proceeds related to a property insurance claim at one of the Company’s nitrogen complexes (6) Represents a charge in the year ended December 31, 2019 on the books of Point Lisas Nitrogen Limited (PLNL), the Company’s Trinidad joint venture for a tax withholding matter; amount reflects our 50 percent equity interest in PLNL

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26 Non-GAAP: reconciliation of cash from operations to free cash flow and free cash flow yield In millions, except percentages, share price, and ratios FY 2018 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 Cash provided by operating activities(1) $ 1,497 $ 1,505 $ 1,231 $ 2,873 $ 3,855 $ 2,757 Capital expenditures (422) (404) (309) (514) (453) (499) Distributions to noncontrolling interests (139) (186) (174) (194) (619) (459) Free cash flow(1) $ 936 $ 915 $ 748 $ 2,165 $ 2,783 $ 1,799 Free cash flow yield(1)(2) 9.7 % 8.9 % 9.0 % 14.7 % 16.7 % 12.0 % Shares outstanding as of period end 222.8 216.0 214.0 207.6 195.6 188.2 Share price as of period end — US dollars(3) 43.51 47.74 38.71 70.78 85.20 79.50 Market Cap $ 9,694 $ 10,312 $ 8,284 $ 14,694 $ 16,665 $ 14,962 Adjusted EBITDA 1,403 1,610 1,350 2,743 5,880 2,760 Free cash flow to Adjusted EBITDA conversion(1)(4) 67 % 57 % 55 % 79 % 47 % 65 % (1) For 2022, includes the impact of $491M of tax and interest payments made in the second half of 2022 related to a dispute between Canadian and U.S. tax authorities dating back to the early 2000s; For 2022, cash provided by operating activities, free cash flow, free cash flow yield and free cash flow to adjusted EBITDA conversion excluding the impact of such $491M is equal to $4.35B, $3.27B, 19.6% and 56%, respectively. The Company has filed amended tax returns in the U.S. seeking refunds of related taxes paid. (2) Represents annual free cash flow divided by market value of equity (market cap) as of December 31st for each year (3) Source: FactSet (4) Represents annual free cash flow divided by annual adjusted EBITDA

v3.24.0.1
Cover
Feb. 14, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 14, 2024
Entity File Number 001-32597
Entity Registrant Name CF Industries Holdings, Inc.
Entity Central Index Key 0001324404
Entity Tax Identification Number 20-2697511
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 2375 Waterview Drive
Entity Address, City or Town Northbrook
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60062
City Area Code 847
Local Phone Number 405-2400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security common stock, par value $0.01 per share
Trading Symbol CF
Security Exchange Name NYSE
Entity Emerging Growth Company false

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