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What changed in CF Industries's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of CF Industries's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+641 added−523 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-20)

Top changes in CF Industries's 2025 10-K

641 paragraphs added · 523 removed · 413 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

88 edited+55 added−14 removed56 unchanged
Biggest changeWhile the United States has previously been a party to the Paris Agreement and as recently as April 2021 increased its goal to reduce GHG emissions to 50-52% below 2005 levels by 2030, the Trump Administration issued executive orders on January 20, 2025 that seek to undo many of the preceding administration’s climate-focused initiatives and to expand the use of fossil energy, including ordering the withdrawal of the United States from the Paris Agreement, revoking prior climate-focused executive orders, directing the EPA to submit a report on the “legality and continuing applicability” of its 2009 endangerment finding related to GHGs under the Clean Air Act and to issue guidance on the social cost of carbon, including whether it should be eliminated, and pausing clean energy disbursement under the Inflation Reduction Act of 2022.
Biggest changeWhile the United States has previously been a party to the Paris Agreement and as recently as April 2021 increased its goal to reduce GHG emissions to 50-52% below 2005 levels by 2030, the Trump administration announced its withdrawal from the Paris Agreement in January 2025, which became effective in January 2026, and has issued executive orders and taken subsequent actions to revoke prior climate-focused executive orders and other actions.
Central Farmers became CF Industries in 1970. Originally established as a fertilizer brokerage company, we expanded owning and operating fertilizer manufacturing and distribution facilities in the early 1950s with a principal objective of assured supply for our owners. At various times in our history, we manufactured and/or distributed nitrogen, phosphate and potash fertilizers.
Central Farmers Fertilizer Company became CF Industries in 1970. Originally established as a fertilizer brokerage company, we expanded owning and operating fertilizer manufacturing and distribution facilities in the early 1950s with a principal objective of assured supply for our owners. At various times in our history, we manufactured and/or distributed nitrogen, phosphate and potash fertilizers.
The complex has on-site storage for 55,000 tons of ammonia and 55,000 tons of granular urea. Sergeant Bluff, Iowa (the Port Neal facility) The Port Neal facility is located approximately 12 miles south of Sioux City, Iowa, on the Missouri River in Sergeant Bluff, Iowa.
The complex has on-site storage for 55,000 tons of ammonia and 55,000 tons of granular urea. Sergeant Bluff, Iowa (Port Neal) The Port Neal facility is located approximately 12 miles south of Sioux City, Iowa, on the Missouri River in Sergeant Bluff, Iowa.
The facility consists of two ammonia plants, three urea plants, two nitric acid plants and one UAN plant. The location has on-site storage for 82,000 tons of ammonia, 130,000 tons of granular urea, and 100,000 tons of 32% UAN. Claremore, Oklahoma (the Verdigris facility) The Verdigris facility is located northeast of Tulsa, Oklahoma, near the Verdigris River, in Claremore, Oklahoma.
The facility consists of two ammonia plants, three urea plants, two nitric acid plants and one UAN plant. The location has on-site storage for 82,000 tons of ammonia, 130,000 tons of granular urea, and 100,000 tons of 32% UAN. Claremore, Oklahoma (Verdigris) The Verdigris facility is located northeast of Tulsa, Oklahoma, near the Verdigris River, in Claremore, Oklahoma.
Our U.K. manufacturing plant is required to report GHG emissions annually to the United Kingdom Environment Agency pursuant to its site Environmental Permits and Climate Change Agreement, which specifies energy efficiency targets. Failure to meet efficiency targets may require the plant to purchase CO 2 emissions allowances.
Our U.K. manufacturing plant is required to report GHG emissions annually to the United Kingdom Environment Agency pursuant to its site Environmental Permits and Climate Change Agreement, which specifies energy efficiency targets. Failure to meet efficiency targets may require our plant to purchase CO 2 emissions allowances.
Approximately 200 countries, including the United States, Canada, the United Kingdom and the members of the EU have joined the Paris Agreement, an international agreement intended to provide a framework pursuant to which the parties to the agreement will attempt to hold the increase in global average temperatures to below 2°C above pre-industrial levels and to pursue efforts to limit the temperature increase to 1.5°C above pre-industrial levels.
Approximately 200 countries, including Canada, the United Kingdom and the members of the EU have joined the Paris Agreement, an international agreement intended to provide a framework pursuant to which the parties to the agreement will attempt to hold the increase in global average temperatures to below 2°C above pre-industrial levels and to pursue efforts to limit the temperature increase to 1.5°C above pre-industrial levels.
At the time of the IPO, our assets consisted of one wholly owned nitrogen manufacturing facility in Louisiana, United States; a joint venture nitrogen manufacturing facility in Alberta, Canada, of which we owned 66 percent; a phosphate mining and manufacturing operation in Florida, United States; and distribution facilities throughout North America. In April 2010, we acquired Terra Industries Inc.
At the time of the IPO, our assets consisted of one wholly owned nitrogen manufacturing facility in Louisiana, United States; a joint venture nitrogen manufacturing facility in Alberta, Canada, of which we owned 66%; a phosphate mining and manufacturing operation in Florida, United States; and distribution facilities throughout North America. In April 2010, we acquired Terra Industries Inc.
On April 2, 2018, Terra Nitrogen GP Inc., the sole general partner of TNCLP and an indirect wholly owned subsidiary of CF Holdings, completed its purchase of all of the publicly traded common units of TNCLP (the Purchase). Upon completion of the Purchase, CF Holdings owned, through its subsidiaries, 100 percent of the general and limited partnership interests of TNCLP.
On April 2, 2018, Terra Nitrogen GP Inc., the sole general partner of TNCLP and an indirect wholly owned subsidiary of CF Holdings, completed its purchase of all the publicly traded common units of TNCLP (the Purchase). Upon completion of the Purchase, CF Holdings owned, through its subsidiaries, 100% of the general and limited partnership interests of TNCLP.
A further description of turnaround activities is included in Note 8—Property, Plant and Equipment—Net in the notes to consolidated financial statements included in Item 8 of this report. Environmental, health and safety laws and regulations are complex and change frequently.
A further description of turnaround activities is included in Note 6—Property, Plant and Equipment—Net in the notes to consolidated financial statements included in Item 8 of this report. Environmental, health and safety laws and regulations are complex and change frequently.
In connection with the IPO, we consummated a reorganization transaction whereby we ceased to be a cooperative and our pre-IPO owners’ equity interests in CF Industries were cancelled in exchange for all of the proceeds of the offering and shares of our common stock.
In connection with the IPO, we consummated a reorganization transaction whereby we ceased to be a cooperative and our pre-IPO owners’ equity interests in CF Industries were cancelled in exchange for the proceeds of the offering and shares of our common stock.
Woodward, Oklahoma The Woodward facility is located in rural northwest Oklahoma and consists of one ammonia plant, two nitric acid plants, two urea plants and two UAN plants. The facility has on-site storage for 34,000 tons of ammonia and 84,000 tons of 32% UAN.
Woodward, Oklahoma The Woodward facility is located in rural northwest Oklahoma and consists of one ammonia plant, two nitric acid plants, two urea plants and two UAN plants. The complex has on-site storage for 34,000 tons of ammonia and 84,000 tons of 32% UAN.
Waggaman, Louisiana The Waggaman facility is located near New Orleans, Louisiana on the Mississippi River approximately 60 miles southeast of the Donaldsonville facility. The facility consists of one ammonia plant, has access to an ammonia pipeline, and has on-site storage for approximately 39,000 tons of ammonia. 6 Table of Contents CF INDUSTRIES HOLDINGS, INC.
Waggaman, Louisiana The Waggaman facility is located near New Orleans, Louisiana on the Mississippi River approximately 60 miles southeast of the Donaldsonville facility. The facility consists of one ammonia plant, has access to an ammonia pipeline, and has on-site storage for approximately 39,000 tons of ammonia. 7 Table of Contents CF INDUSTRIES HOLDINGS, INC.
Regulation of Greenhouse Gases Our production facilities emit greenhouse gases (GHGs), such as carbon dioxide (CO 2 ) and nitrous oxide. Natural gas, a fossil fuel, is a primary raw material used in our nitrogen production process. We are subject to GHG regulations in the United Kingdom, Canada and the United States.
Regulation of Greenhouse Gases Our production facilities emit greenhouse gases (GHGs), such as CO 2 and nitrous oxide. Natural gas, a fossil fuel, is a primary raw material used in our nitrogen production process. We are subject to GHG regulations in Canada, the United States and the United Kingdom.
These plants increased our overall production capacity by approximately 25%, improved our product mix flexibility at Donaldsonville, and improved our ability to serve upper-Midwest urea customers from our Port Neal location. The total capital cost of the capacity expansion projects was $5.2 billion.
These plants increased our overall production capacity by approximately 25%, improved our product mix flexibility at Donaldsonville, and improved our ability to serve upper-Midwest urea customers from our Port Neal complex. The total capital cost of the capacity expansion projects was $5.2 billion.
Our principal assets as of December 31, 2024 include: • six U.S. manufacturing facilities, located in Donaldsonville, Louisiana (the largest ammonia production complex in the world); Sergeant Bluff, Iowa (our Port Neal complex); Yazoo City, Mississippi; Claremore, Oklahoma (our Verdigris complex); Woodward, Oklahoma; and Waggaman, Louisiana.
Our principal assets as of December 31, 2025 include: • six U.S. manufacturing facilities, located in Donaldsonville, Louisiana (the largest ammonia production complex in the world); Sergeant Bluff, Iowa (our Port Neal complex); Yazoo City, Mississippi; Claremore, Oklahoma (our Verdigris complex); Woodward, Oklahoma; and Waggaman, Louisiana.
Our facilities utilize the following natural gas hubs: Henry Hub in Louisiana, SONAT and TETCO ELA in Mississippi; ONEOK in Oklahoma; AECO in Alberta; Ventura in Iowa; Demarcation in Kansas; Welcome in Minnesota; Dawn and Parkway in Ontario; and the National Balancing Point (NBP) in the United Kingdom.
Our facilities utilize the following natural gas hubs: Henry Hub in Louisiana, SONAT and TETCO ELA in Mississippi; ONEOK in Oklahoma; AECO in Alberta; Ventura in Iowa; Demarcation in Kansas; Welcome in Minnesota; Dawn in Ontario; and the National Balancing Point in the United Kingdom.
As of December 31, 2024, the combined production capacity of these eight facilities represented approximately 40%, 40%, 44% and 19% of North American ammonia, granular urea, UAN and AN production capacity, respectively. Each of our manufacturing facilities in North America has on-site storage to provide flexibility to manage the flow of outbound shipments without impacting production.
As of December 31, 2025, the combined production capacity of these eight facilities represented approximately 40%, 41%, 44% and 19% of North American ammonia, granular urea, UAN and AN production capacity, respectively. Each of our manufacturing facilities in North America has on-site storage to provide flexibility to manage the flow of outbound shipments without impacting production.
At our Donaldsonville and Yazoo City complexes, our decarbonization projects are leveraging carbon capture and sequestration (CCS) to enable us to convert a portion of our existing ammonia production to low-carbon ammonia.
Decarbonizing our existing network At our Donaldsonville and Yazoo City complexes, our decarbonization projects are leveraging carbon capture and sequestration (CCS) to enable us to convert a portion of our existing ammonia production to low-carbon ammonia production.
Each of these laws establishes carbon dioxide equivalent (CO 2 e) emissions standards applicable to our facilities in terms of emissions per unit of production, with the provincial laws and the federal law using different formulas for establishing the intensity-based limits and the reductions in these limits over time.
Each of these laws establishes CO 2 e emissions standards applicable to our facilities in terms of emissions per unit of production, with the provincial laws and the federal law using different formulas for establishing the intensity-based limits and the reductions in these limits over time.
In 2024, our manufacturing facilities consumed, in the aggregate, approximately 345 million MMBtus of natural gas. We employ a combination of daily spot and term purchases from a variety of quality suppliers to maintain a reliable, competitively-priced supply of natural gas. We also use certain financial instruments to hedge natural gas prices.
In 2025, our manufacturing facilities consumed, in the aggregate, approximately 350 million MMBtus of natural gas. We employ a combination of daily spot and term purchases from a variety of quality suppliers to maintain a reliable, competitively-priced supply of natural gas. We also use certain financial instruments to hedge natural gas prices.
The following table shows the production capacities as of December 31, 2024 at each of our manufacturing facilities: Average Annual Capacity (1) Gross Ammonia (2) Net Ammonia (2) UAN (3) Urea (4) AN (5) Other (6) (tons in thousands) Donaldsonville (Louisiana) (7)(8) 4,335 1,390 3,255 2,635 — 445 Medicine Hat (Alberta) 1,230 770 — 810 — — Port Neal (Iowa) 1,230 65 800 1,350 — 290 Verdigris (Oklahoma) (8) 1,210 430 1,955 — — — Waggaman (Louisiana) 880 880 — — — — Woodward (Oklahoma) 480 130 810 — — 115 Yazoo City (Mississippi) (8)(9) 570 — 160 — 1,035 125 Courtright (Ontario) (8)(10) 500 265 345 — — 400 Billingham (U.K.) (8) — — — — 595 410 10,435 3,930 7,325 4,795 1,630 1,785 Unconsolidated Affiliate PLNL (Trinidad) (11) 360 360 — — — — Total 10,795 4,290 7,325 4,795 1,630 1,785 _______________________________________________________________________________ (1) Average annual capacity includes allowance for normal outages and planned maintenance shutdowns.
The following table shows the production capacities as of December 31, 2025 at each of our manufacturing facilities: Average Annual Capacity (1) Gross Ammonia (2) Net Ammonia (2) UAN (3) Urea (4) AN (5) Other (6) (tons in thousands) Donaldsonville (Louisiana) (7)(8) 4,335 1,390 3,255 2,635 — 445 Medicine Hat (Alberta) 1,230 770 — 810 — — Port Neal (Iowa) 1,280 65 800 1,440 — 290 Verdigris (Oklahoma) (8) 1,210 430 1,955 — — — Waggaman (Louisiana) 880 880 — — — — Woodward (Oklahoma) 480 130 810 — — 115 Yazoo City (Mississippi) (8)(9)(10) 570 — 160 — 1,035 125 Courtright (Ontario) (8)(11) 500 265 345 — — 400 Billingham (U.K.) (8) — — — — 595 410 10,485 3,930 7,325 4,885 1,630 1,785 Unconsolidated Affiliate PLNL (Trinidad) (12) 360 360 — — — — Total 10,845 4,290 7,325 4,885 1,630 1,785 _______________________________________________________________________________ (1) Average annual capacity includes allowance for normal outages and planned maintenance shutdowns.
Full-time employees represented nearly 100% of our workforce as of December 31, 2024 and approximately 6% were covered by collective bargaining agreements. We supplement our workforce with contractors with specialized skill sets during periods of peak activity, such as during turnarounds and maintenance events. Workforce Health and Safety.
Full-time employees represented nearly 100% of our workforce as of December 31, 2025, and approximately 5% were covered by collective bargaining agreements. We supplement our workforce with contractors with specialized skill sets during periods of peak activity, such as during turnarounds and maintenance events. Workforce Health and Safety.
Customers The principal customers for our nitrogen products are cooperatives, retailers, independent fertilizer distributors, traders, wholesalers and industrial users. Sales are generated by our internal marketing and sales force. CHS was our largest customer in 2024 and accounted for approximately 12% of our consolidated net sales.
Customers The principal customers for our nitrogen products are cooperatives, retailers, independent fertilizer distributors, traders, wholesalers and industrial users. Sales are generated by our internal marketing and sales force. CHS was our largest customer in 2025 and accounted for approximately 13% of our consolidated net sales.
The location has on-site storage for 61,000 tons of ammonia and 16,000 tons of 32% UAN.
The complex has on-site storage for 61,000 tons of ammonia and 16,000 tons of 32% UAN.
Any future expansion of our existing operations is also predicated upon securing the necessary environmental or other permits or approvals. More stringent environmental standards may impact our ability to obtain such permits. Human Capital Resources Our long-term success depends on our people.
Any future expansion of our existing operations, including the Blue Point joint venture, is also predicated upon securing the necessary environmental or other permits or approvals. More stringent environmental standards may impact our ability to obtain such permits. Human Capital Resources Our long-term success depends on our people.
Storage Facilities and Other Properties As of December 31, 2024, we owned or leased space at 41 in-market storage terminals and warehouses located in a 19-state region of the United States, Canada and the United Kingdom. Including storage at our production facilities, we have an aggregate storage capacity for approximately 2.8 million tons of product.
Storage Facilities and Other Properties As of December 31, 2025, we owned or leased space at 39 in-market storage terminals and warehouses located in a 17-state region of the United States, Canada and the United Kingdom. Including storage at our production facilities, we have an aggregate storage capacity for approximately 2.8 million tons of product.
We have a strategic venture with CHS under which CHS has a minority equity interest in CFN. See Note 19—Noncontrolling Interest for additional information on our strategic venture with CHS. Competition Our markets are global and intensely competitive, based primarily on delivered price and, to a lesser extent, on reliability, customer service and product quality.
We have a strategic venture with CHS under which CHS has a minority equity interest in CFN. See Note 18—Noncontrolling Interests for additional information on our strategic venture with CHS. Competition Our markets are global and intensely competitive, based primarily on delivered price and, to a lesser extent, on low-carbon attributes, reliability, customer service and product quality.
For calendar year 2025, the excess emissions fee under the federal, Alberta and Ontario regulatory programs is CAD $95 per metric ton, which fee will increase by CAD $15 per metric ton per year, reaching CAD $170 per metric ton by 2030.
For calendar year 2026, the excess emissions fee under the federal, Alberta and Ontario regulatory programs is CAD $110 per metric ton, which fee will increase by CAD $15 per metric ton per year, reaching CAD $170 per metric ton by 2030.
The North American waterway system is also used extensively to ship products from our Donaldsonville, Verdigris and Yazoo City facilities. To ship ammonia and UAN, we employ a fleet of up to eleven tow boats and thirty-six river barges, which are primarily leased. We also utilize contract marine services to move granular urea and AN.
The North American waterway system is also used extensively to ship products from our Donaldsonville, Verdigris, Waggaman and Yazoo City facilities. To ship ammonia and UAN, we employ a fleet of up to thirteen tow boats and forty-two river barges, which are primarily leased. We also utilize contract marine services to move granular urea and AN.
We are dedicated to creating a workplace where employees are proud to work and grow and where everyone feels empowered to do their best work. We do this by investing in extensive recruitment, training and professional development opportunities for our employees and fostering a culture of inclusion and engagement. Employee Population.
We are dedicated to creating a workplace where employees are proud to work and grow and where everyone feels empowered to do their best work. We do this by investing in extensive recruitment, training and professional development opportunities for our employees and fostering a culture of inclusion and engagement. 12 Table of Contents CF INDUSTRIES HOLDINGS, INC. Employee Population.
Our North American nitrogen production facilities can ship products via truck and rail to customers and to our storage facilities in the U.S. and Canada, with access to our leased railcar fleet of approximately 4,800 tank and hopper cars, as well as railcars provided by rail carriers. Our United Kingdom nitrogen production facility mainly ships products via truck.
Our North American production facilities can ship products via truck and rail to customers and to our storage facilities in the United States and Canada, with access to our leased railcar fleet of approximately 5,000 tank and hopper cars, as well as railcars provided by rail carriers. Our United Kingdom production facility mainly ships products via truck.
See Note 17—Derivative Financial Instruments for additional information about our natural gas hedging activities. Nitrogen Product Distribution The safe, efficient and economical distribution of nitrogen products is critical for successful operations. Our nitrogen production facilities have access to multiple transportation modes by which we ship products to terminals, warehouses and customers.
See Note 16—Derivative Financial Instruments for additional information about our natural gas hedging activities. 8 Table of Contents CF INDUSTRIES HOLDINGS, INC. Nitrogen Product Distribution The safe, efficient and economical distribution of nitrogen products is critical for successful operations. Our production facilities have access to multiple transportation modes by which we ship products to terminals, warehouses and customers.
For the year ended December 31, 2024, our days away, restricted or transferred (DART) incident rate was 0.17 injuries per 200,000 work hours, and our lost time incident rate was 0.07 injuries per 200,000 work hours. 11 Table of Contents CF INDUSTRIES HOLDINGS, INC.
For the year ended December 31, 2025, our days away, restricted or transferred (DART) incident rate was 0.13 injuries per 200,000 work hours, and our lost time incident rate was 0.03 injuries per 200,000 work hours. 13 Table of Contents CF INDUSTRIES HOLDINGS, INC.
Copies of our Corporate Governance 1 Table of Contents CF INDUSTRIES HOLDINGS, INC. Guidelines, Code of Corporate Conduct and charters for the Audit Committee, Compensation and Management Development Committee, Corporate Governance and Nominating Committee, and Environmental Sustainability and Community Committee of our Board of Directors (the Board) are also available on our Internet website.
Copies of our Corporate Governance Guidelines, Code of Corporate Conduct and charters for the Audit Committee, Compensation and Management Development Committee, Corporate Governance and Nominating Committee, and Environmental Sustainability and Community Committee of our Board of Directors (the Board) are also available on our Internet website.
The following table summarizes our production volume for the last three years: December 31, 2024 2023 2022 (tons in thousands) Ammonia (1) 9,800 9,496 9,807 Granular urea 4,404 4,544 4,561 UAN (32%) 6,753 6,852 6,706 AN 1,392 1,520 1,517 _______________________________________________________________________________ (1) Gross ammonia production, including amounts subsequently upgraded on-site into granular urea, UAN or AN.
The following table summarizes our production volume for the last three years: December 31, 2025 2024 2023 (tons in thousands) Ammonia (1) 10,120 9,800 9,496 Granular urea 4,262 4,404 4,544 UAN (32%) 6,934 6,753 6,852 AN 1,253 1,392 1,520 _______________________________________________________________________________ (1) Gross ammonia production, including amounts subsequently upgraded on-site into granular urea, UAN or AN.
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. 9 Table of Contents CF INDUSTRIES HOLDINGS, INC.
However, based on the results of the site investigation and risk assessment 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.
Gross margin was $2.06 billion, $2.55 billion and $5.86 billion for the years ended December 31, 2024, 2023 and 2022, respectively. We own and operate eight manufacturing facilities in North America, including six manufacturing facilities in the United States, and two in Canada.
Gross margin was $2.72 billion, $2.06 billion and $2.55 billion for the years ended December 31, 2025, 2024 and 2023, respectively. We own and operate eight manufacturing facilities in North America, consisting of six manufacturing facilities in the United States, and two in Canada.
In addition to discussions with existing customers who have interest in using low-carbon ammonia for traditional applications, we are engaged in discussions regarding the supply of low-carbon ammonia for new applications. We are evaluating and are in various stages of discussions with other companies for long-term offtake and/or potential joint investments related to new and traditional applications for low-carbon ammonia.
We continue to engage in discussions with existing and potential customers who have interest in using low-carbon ammonia for traditional applications as well as for new applications. We are evaluating and are in various stages of discussions with other companies for long-term offtake and/or potential joint investments related to new and traditional applications for low-carbon ammonia.
As a result, we became focused solely on nitrogen manufacturing and distribution. In July 2015, we acquired the remaining 50% equity interest in CF Fertilisers UK Group Limited (formerly known as GrowHow UK Group Limited) (CF Fertilisers UK) not previously owned by us, and CF Fertilisers UK became wholly owned by us.
In July 2015, we acquired the remaining 50% equity interest in CF Fertilisers UK Group Limited (formerly known as GrowHow UK Group Limited) (CF Fertilisers UK) not previously owned by us, and CF Fertilisers UK became wholly owned by us.
As of December 31, 2024, our employee 12-month rolling average recordable incident rate (RIR) was 0.31 incidents per 200,000 work hours, and during the year ended December 31, 2024, our total recordable injury/illness count was nine, including one fatality.
As of December 31, 2025, our employee 12-month rolling recordable incident rate (RIR) was 0.26 incidents per 200,000 work hours, and during the year ended December 31, 2025, our total recordable injury/illness count was eight.
Seasonality is greatest for ammonia due to the short application season and the limited ability of our 8 Table of Contents CF INDUSTRIES HOLDINGS, INC. customers and their customers to store significant quantities of this product.
Seasonality is greatest for ammonia due to the short application season and the limited ability of our customers and their customers to store significant quantities of this product.
As a result, we and/or our customers generally build inventories during the low demand periods of the year to ensure timely product availability during the peak sales seasons.
However, we and other fertilizer producers generally manufacture and distribute products throughout the year. As a result, we and/or our customers generally build inventories during the low demand periods of the year to ensure timely product availability during the peak sales seasons.
(CHS) owns the remainder; • two Canadian manufacturing facilities, located in Medicine Hat, Alberta (the largest ammonia production complex in Canada) and Courtright, Ontario; • a United Kingdom manufacturing facility located in Billingham; • an extensive system of terminals and associated transportation equipment located primarily in the Midwestern United States; and • a 50% interest in Point Lisas Nitrogen Limited (PLNL), an ammonia production joint venture located in Trinidad and Tobago (Trinidad) that we account for under the equity method.
(CHS) owns the remainder; • two Canadian manufacturing facilities, located in Medicine Hat, Alberta (the largest ammonia production complex in Canada) and Courtright, Ontario; • a United Kingdom manufacturing facility located in Billingham; • an extensive system of terminals and associated transportation equipment located primarily in the Midwestern United States; • a 50% interest in Point Lisas Nitrogen Limited (PLNL), an ammonia production joint venture located in Trinidad and Tobago (Trinidad) that we account for under the equity method; and • a 40% interest in Blue Point Number One, LLC, a joint venture formed on April 8, 2025 (the Blue Point joint venture), to construct a manufacturing plant at our Blue Point complex located in Modeste, Louisiana.
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 current owner of the property and a former mining contractor received similar notices for the site. In 2014, we and the 10 Table of Contents CF INDUSTRIES HOLDINGS, INC. 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.
Net sales do not reflect amounts used internally, such as ammonia, in the manufacture of other products. 2024 2023 2022 Sales Volume (tons) Net Sales Sales Volume (tons) Net Sales Sales Volume (tons) Net Sales (tons in thousands; dollars in millions) Ammonia 4,085 $ 1,736 3,546 $ 1,679 3,300 $ 3,090 Granular Urea 4,522 1,600 4,570 1,823 4,572 2,892 UAN 6,771 1,678 7,237 2,068 6,788 3,572 AN 1,464 419 1,571 497 1,594 845 Other (1) 2,101 503 2,206 564 2,077 787 Total 18,943 $ 5,936 19,130 $ 6,631 18,331 $ 11,186 _______________________________________________________________________________ (1) Other segment products primarily include DEF, urea liquor, nitric acid and aqua ammonia.
Net sales do not reflect amounts used internally, such as ammonia, in the manufacture of other products. 2025 2024 2023 Sales Volume (tons) Net Sales Sales Volume (tons) Net Sales Sales Volume (tons) Net Sales (tons in thousands; dollars in millions) Ammonia 4,597 $ 2,176 4,085 $ 1,736 3,546 $ 1,679 Granular Urea 4,109 1,781 4,522 1,600 4,570 1,823 UAN 6,947 2,161 6,771 1,678 7,237 2,068 AN 1,327 421 1,464 419 1,571 497 Other (1) 2,077 545 2,101 503 2,206 564 Total 19,057 $ 7,084 18,943 $ 5,936 19,130 $ 6,631 _______________________________________________________________________________ (1) Other segment products primarily include DEF, urea liquor, nitric acid and aqua ammonia.
Environmental, Health and Safety Expenditures Our environmental, health and safety capital expenditures in 2024 totaled approximately $30 million. We estimate that we will have approximately $49 million of environmental, health and safety capital expenditures in 2025.
Environmental, Health and Safety Expenditures Our environmental, health and safety capital expenditures in 2025 totaled approximately $37 million. We estimate that we will have approximately $46 million of environmental, health and safety capital expenditures in 2026.
The Donaldsonville and Waggaman facilities are connected to the 2,000-mile long Sunoco ammonia pipeline through which we have the ability to transport ammonia to ten Company-owned terminals and additional shipping points in the Midwestern U.S. corn belt.
We can also export nitrogen products via seagoing vessels from our Donaldsonville and Billingham manufacturing facilities. The Donaldsonville and Waggaman facilities are connected to the 2,000-mile long Sunoco ammonia pipeline through which we have the ability to transport ammonia to ten Company-owned terminals and additional shipping points in the Midwestern U.S. corn belt.
As of December 31, 2024, approximately 10% of our employees have worked for the Company more than 20 years, 25% of our employees have worked for the Company between 11 and 20 years, 22% of our employees have worked for the Company between 6 and 10 years, and 43% of our employees have worked at the Company for less than 6 years.
As of December 31, 2025, approximately 8% of our employees have worked for the Company more than 20 years, 27% of our employees have worked for the Company between 11 and 20 years, 21% of our employees have worked for the Company between 6 and 10 years, and 44% of our employees have worked at the Company for less than 6 years.
CHS also receives deliveries pursuant to a supply agreement under which CHS has the right to purchase annually from CFN up to approximately 1.1 million tons of granular urea and 580,000 tons of UAN at market prices. As a result of its minority equity interest in CFN, CHS is entitled to semi-annual cash distributions from CFN.
CHS also receives deliveries pursuant to a supply agreement under which CHS has the right to purchase annually from CFN up to approximately 1.1 million tons of granular urea and 580,000 tons of UAN at market prices.
The facility is also capable of producing up to 1.2 million product tons of 32.5% DEF. (8) Reduction of UAN or AN production at the Yazoo City, Courtright, Verdigris, Donaldsonville and Billingham facilities can allow more merchant nitric acid to be made available for sale. (9) The Yazoo City facility’s production capacity depends on product mix.
(8) Reduction of UAN or AN production at the Yazoo City, Courtright, Verdigris, Donaldsonville and Billingham facilities can allow more merchant nitric acid to be made available for sale. (9) The Yazoo City facility’s production capacity depends on product mix. With the facility maximizing the production of AN products, 160,000 tons of UAN can be produced.
Each signatory is required to develop its own national plan to attain this objective. In December 2020, the United Kingdom announced a target to reduce GHG emissions 68% from the baseline year of 1990 by 2030. Canada has increased its emissions reduction target under the Paris Agreement to 40-45% below 2005 levels by 2030, up from 30%.
Each signatory is required to develop its own national plan to attain this objective. Canada updated its emissions reduction target under the Paris Agreement to 45-50% below 2005 levels by 2035, up from 30%. In early 2025, the United Kingdom updated its target to reduce GHG emissions by at least 81% by 2035 from the baseline year of 1990.
In 2024, natural gas accounted for approximately 28% of our total production costs for nitrogen products. Our nitrogen manufacturing facilities have access to abundant, competitively-priced natural gas through a reliable network of pipelines that are connected to major natural gas trading hubs.
Our manufacturing facilities have access to abundant, competitively-priced natural gas through a reliable network of pipelines that are connected to major natural gas trading hubs.
In February 2016, our strategic venture with CHS commenced, at which time CHS made a capital contribution of $2.8 billion to CFN in exchange for membership interests in CFN, which represented approximately 11% of the total membership interests of CFN.
Since that time, we have imported ammonia for upgrade into AN and other nitrogen products at the Billingham facility. In February 2016, our strategic venture with CHS commenced, at which time CHS made a capital contribution of $2.8 billion to CFN in exchange for membership interests in CFN, which represented approximately 11% of the total membership interests of CFN.
Product Tons and Nutrient Tons Unless otherwise stated, we measure our production and sales volume in this Annual Report on Form 10-K in product tons, which represents the weight of the product measured in short tons (one short ton is equal to 2,000 pounds). References to UAN product tons assume a 32% nitrogen content basis for production volume.
See “Our Strategy—Blue Point joint venture,” above, for additional information on the Blue Point joint venture. Product Tons and Nutrient Tons Unless otherwise stated, we measure our production and sales volume in this Annual Report on Form 10-K in product tons, which represents the weight of the product measured in short tons (one short ton is equal to 2,000 pounds).
We employed approximately 2,800 employees at December 31, 2024, of which 79% were located in the United States, 15% in Canada, and 6% in the United Kingdom.
We employed approximately 2,900 employees as of December 31, 2025, of which 80% were located in the United States, 14% in Canada, and 6% in the United Kingdom.
Operating in a safe and responsible manner is a core value and an integral part of what sets the Company apart. We believe that focusing on leading indicators — such as the behavioral safety practices we have incorporated into our annual incentive plan — to drive and measure activities that prevent safety incidents, results in our industry-leading safety record.
We believe that focusing on leading indicators — such as the behavioral and process safety practices we have incorporated into our annual incentive plan — to drive and measure activities that prevent safety incidents, results in our industry-leading safety record.
Our storage capabilities are summarized in the following table: Ammonia Granular Urea UAN (1) AN Number of Facilities Capacity (000 Tons) Number of Facilities Capacity (000 Tons) Number of Facilities Capacity (000 Tons) Number of Facilities Capacity (000 Tons) Plants 9 552 3 315 6 551 2 148 Terminal and Warehouse Locations Owned (2) 21 735 — — 9 236 — — Leased (3) 5 69 3 23 13 188 — — Total In-Market 26 804 3 23 22 424 — — Total Storage Capacity 1,356 338 975 148 _______________________________________________________________________________ (1) Capacity is expressed as the equivalent volume of UAN measured on a 32% nitrogen content basis.
Our storage capabilities are summarized in the following table: Ammonia Granular Urea UAN (1) AN Number of Facilities Capacity (000 Tons) Number of Facilities Capacity (000 Tons) Number of Facilities Capacity (000 Tons) Number of Facilities Capacity (000 Tons) Plants 9 535 4 394 6 522 2 148 Terminal and Warehouse Locations Owned (2) 21 735 — — 9 236 — — Leased (3) 4 60 3 23 11 186 — — Total In-Market 25 795 3 23 20 422 — — Total Storage Capacity 1,330 417 944 148 _______________________________________________________________________________ (1) Capacity is expressed as the equivalent volume of UAN measured on a 32% nitrogen content basis.
(TNCLP), a publicly traded limited partnership; and certain joint venture interests. Prior to April 30, 2013, we owned 66 percent of Canadian Fertilizers Limited (CFL), a joint venture nitrogen manufacturing facility in Alberta, Canada.
(TNCLP), a publicly traded limited partnership; and certain joint venture interests. Prior to April 30, 2013, we owned 66% of Canadian Fertilizers Limited (CFL), a joint venture nitrogen manufacturing facility in Alberta, Canada. On April 30, 2013, CF Industries acquired the outstanding interests in CFL that it did not already own and CFL became our wholly owned subsidiary.
Our U.K. manufacturing plant is subject to the UK Emissions Trading Scheme (UK ETS), which generally requires us to hold or obtain emission allowances to offset GHG emissions from those aspects of our operations that are subject to regulation under this program.
Our U.K. manufacturing plant is subject to the UK Emissions Trading Scheme, which generally requires us to hold or purchase emission allowances to offset GHG emissions from those aspects of our operations that are subject to regulation under this framework. Increasing concern over the impacts of climate change is driving many countries to establish even more ambitious GHG reduction targets.
There is also significant competition from products sourced from other regions of the world, including some with lower natural gas or other feedstock costs, which may include the benefit of government subsidies. Because ammonia, urea and UAN are widely-traded fertilizer products and there are limited barriers to entry, we experience competition from foreign-sourced products continuously.
There is also significant competition from products sourced from other regions of the world, including some with lower natural gas or other feedstock costs, which may include the benefit of government subsidies.
Pursuant to an EPA GHG reporting rule, all of our U.S. manufacturing facilities, which are considered large emitters of GHGs, are required to monitor GHG emissions and report the previous year’s emissions annually.
The EPA has also proposed eliminating the GHG reporting rule for most source categories, pursuant to which all of our U.S. manufacturing facilities, which are considered large emitters of GHGs, have been required to monitor GHG emissions and report the previous year’s emissions annually. The EPA is expected to finalize the proposed rule on this program in 2026.
Our Products Our primary products are ammonia, granular urea, UAN and AN. Our historical sales by segment are shown in the following table.
See Note 21—Segment Disclosures for additional information. 5 Table of Contents CF INDUSTRIES HOLDINGS, INC. Our Products Our primary products are ammonia, granular urea, UAN and AN. Our historical sales by segment are shown in the following table.
Total other operating costs and expenses (consisting primarily of selling, general and administrative expenses and other operating—net) and non-operating expenses (consisting primarily of interest and income taxes), are centrally managed and are not included in the measurement of segment profitability reviewed by management. See Note 22—Segment Disclosures for additional information. 4 Table of Contents CF INDUSTRIES HOLDINGS, INC.
We use gross margin to evaluate segment performance and allocate resources. Total other operating costs and expenses (consisting primarily of selling, general and administrative expenses and other operating—net) and non-operating expenses (consisting primarily of interest and income taxes), are centrally managed and are not included in the measurement of segment profitability reviewed by management.
We also provide certain supplementary volume information measured in nutrient tons. Nutrient tons represent the weight of the product’s nitrogen content, which varies by product. Ammonia represents 82% nitrogen content, granular urea represents 46% nitrogen content, UAN represents between 28% and 32% nitrogen content and AN represents between 29% and 35% nitrogen content.
References to UAN product tons assume a 32% nitrogen content basis for production volume. We also provide certain supplementary volume information measured in nutrient tons. Nutrient tons represent the weight of the product’s nitrogen content, which varies by product.
Such requirements may result in increased costs or delays in completing such projects. Other than the states’ implementation of this permitting requirement, none of the states where our U.S. production facilities are located – Iowa, Louisiana, Mississippi and Oklahoma – has proposed control regulations limiting GHG emissions.
Other than the states’ implementation of the federally delegated air permitting requirements, none of the states where our U.S. production facilities 11 Table of Contents CF INDUSTRIES HOLDINGS, INC. are located – Iowa, Louisiana, Mississippi and Oklahoma – has proposed control regulations limiting GHG emissions from our facilities as of the date of this filing.
The next step will be a risk assessment, followed by a feasibility study, and then a decision on remediation at the site. In 2015, we and several other parties received a notice that the U.S.
The remedial investigation was submitted to the agencies in 2021. In 2025, we and the current property owner received IDEQ approval of a risk assessment required under the Consent Order. The next steps will be a feasibility study, and then a decision on remediation at the site. In 2015, we and several other parties received a notice that the U.S.
Urea liquor and DEF production capacities are included in Other. (5) AN includes prilled products (Amtrate and industrial-grade AN, or IGAN) and AN solution produced for sale. (6) Includes product tons of: urea liquor and DEF from the Donaldsonville, Port Neal, Woodward, Yazoo City, and Courtright facilities; and nitric acid from the Billingham facility.
Urea liquor and DEF production capacities are included in Other. (5) AN includes prilled products (Amtrate and industrial-grade AN, or IGAN) and AN solution produced for sale. 6 Table of Contents CF INDUSTRIES HOLDINGS, INC.
The strongest demand for our products in North America occurs during the spring planting season, with a second period of strong demand following the fall harvest. However, we and other fertilizer producers generally manufacture and distribute products throughout the year.
The degree of seasonality of our business can change significantly from year to year due to weather conditions in the agricultural industry and other factors. The strongest demand for our products in North America occurs during the spring planting season, with a second period of strong demand following the fall harvest.
At Yazoo City, CCS is expected to commence in 2028 and annually will sequester up to approximately 500,000 metric tons of CO 2 that would otherwise have been emitted to the atmosphere. Each project is expected to qualify under Section 45Q of the Internal Revenue Code for tax credits per metric ton of sequestered CO 2 .
At Yazoo City, CCS is expected to commence in 2028, following construction, commissioning and start-up, and annually is expected to enable the transportation and sequestration of up to approximately 500,000 metric tons of CO 2 that would otherwise have been emitted into the atmosphere.
Our principal executive offices are located outside of Chicago, Illinois, at 2375 Waterview Drive, Northbrook, Illinois 60062, and our telephone number is 847-405-2400. Our Internet website address is www.cfindustries.com. Information made available on our website does not constitute part of this Annual Report on Form 10-K.
Our Internet website address is www.cfindustries.com. Information made available on our website does not constitute part of this Annual Report on Form 10-K.
This facility has the capacity to produce 720,000 tons of ammonia annually from natural gas supplied under a contract with The National Gas Company of Trinidad and Tobago Limited (NGC). Nitrogen Product Raw Materials Natural gas is the principal raw material and primary fuel source used in the ammonia production process at our nitrogen manufacturing facilities.
This facility has the capacity to produce 720,000 tons of ammonia annually from natural gas supplied under a contract with The National Gas Company of Trinidad and Tobago Limited (NGC). From time to time, the PLNL joint venture has experienced curtailments in the supply of natural gas from NGC, which has reduced the ammonia production at PLNL. See “Item 7.
In addition, if we seek to modify or expand any of our major facilities and as a result, are required to obtain a Prevention of Significant Deterioration (PSD) construction permit applicable to such facilities, we could be subject to pollution control requirements applicable to GHGs in addition to requirements applicable to conventional air pollutants.
In addition, if we seek to modify or expand any of our major facilities, such modifications or expansions may require air permit reviews that result in those facilities becoming subject to new or more stringent pollution control requirements applicable to GHGs in addition to requirements applicable to conventional air pollutants.
On April 30, 2013, CF Industries acquired all of the outstanding interests in CFL that it did not already own and CFL became our wholly owned subsidiary. In March 2014, we exited our phosphate mining and manufacturing business, which was located in Florida, through a sale to The Mosaic Company.
In March 2014, we exited our phosphate mining and manufacturing business, which was located in Florida, through a sale to The Mosaic Company. As a result, we became focused solely on nitrogen manufacturing and distribution. 4 Table of Contents CF INDUSTRIES HOLDINGS, INC.
In Canada, we are required to conduct an annual review of our operations with respect to compliance with Environment Canada’s National Pollutant Release Inventory, Ontario’s Mandatory Monitoring and Reporting Regulation, and the GHG Reporting Regulation. In addition, our manufacturing plants in Alberta and Ontario are subject to provincial or federal laws that impose a price on excess GHG emissions.
In addition, our manufacturing plants in Alberta and Ontario are subject to provincial or federal laws that impose a price on excess GHG emissions.
Reportable Segments Our reportable segments consist of the following segments: Ammonia, Granular Urea, UAN, AN and Other. These segments are differentiated by products. We use gross margin to evaluate segment performance and allocate resources.
Ammonia represents 82% nitrogen content, granular urea represents 46% nitrogen content, UAN represents between 28% and 32% nitrogen content and AN represents between 29% and 35% nitrogen content. Reportable Segments Our reportable segments consist of the following segments: Ammonia, Granular Urea, UAN, AN and Other. These segments are differentiated by products.
Urea and UAN are not produced in the United Kingdom, but along with AN are widely-traded fertilizer products with limited barriers to entry. Seasonality The fertilizer business is seasonal. The degree of seasonality of our business can change significantly from year to year due to weather conditions in the agricultural industry and other factors.
Our primary United Kingdom competition comes from imported products supplied by companies including Yara International, Origin Fertilisers, Ameropa and Thomas Bell & Sons Ltd. Urea and UAN are not produced in the United Kingdom, but along with AN are widely-traded fertilizer products with limited barriers to entry. Seasonality The fertilizer business is seasonal.
The site has on-site storage for 48,000 tons of ammonia, 47,000 tons of 32% UAN and 10,000 tons of AN and related products. Courtright, Ontario, Canada The Courtright facility is located south of Sarnia, Ontario near the St. Clair River. The facility consists of an ammonia plant, a UAN plant, a nitric acid plant and a urea plant.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Market Conditions and Current Developments—Yazoo City Incident.” Courtright, Ontario, Canada The Courtright facility is located south of Sarnia, Ontario near the St. Clair River. The facility consists of an ammonia plant, a UAN plant, a nitric acid plant and a urea plant.
Production of DEF can be increased by reducing urea and/or UAN production. 5 Table of Contents CF INDUSTRIES HOLDINGS, INC. (7) The Donaldsonville facility capacities present an estimated production mix. This facility is capable of producing between 2.4 million and 3.3 million tons of granular urea and between 1.2 million and 4.3 million tons of UAN annually.
This facility is capable of producing between 2.4 million and 3.3 million tons of granular urea and between 1.2 million and 4.3 million tons of UAN annually. The facility is also capable of producing up to 1.2 million product tons of 32.5% DEF.
Our manufacturing complexes in the United States, Canada and the United Kingdom, an extensive storage, transportation and distribution network in North America, and logistics capabilities enabling a global reach underpin our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy. Our principal customers are cooperatives, retailers, independent fertilizer distributors, traders, wholesalers and industrial users.
Additionally, we are executing further decarbonization projects in our existing network and constructing a greenfield low-carbon ammonia plant at our Blue Point complex to drive our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy. Our principal customers are cooperatives, retailers, independent fertilizer distributors, traders, wholesalers and industrial users.
With the facility maximizing the production of AN products, 160,000 tons of UAN can be produced. UAN production can be increased to 450,000 tons by reducing the production of AN to 900,000 tons. (10) Production of urea liquor and DEF at the Courtright facility can be increased by reducing UAN production.
UAN production can be increased to 450,000 tons by reducing the production of AN to 900,000 tons. (10) As of the date of this filing, production is temporarily idled at the Yazoo City facility. See “Manufacturing Facilities—Yazoo City, Mississippi,” below, and “Item 7.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeSuch factors include, among others: • the cyclical nature of our business and the impact of global supply and demand on our selling prices and operating results; • the global commodity nature of our 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; • weather conditions and the impact of adverse weather events; • the seasonality of the fertilizer business; • the impact of changing market conditions on our forward sales programs; • difficulties in securing the supply and delivery of raw materials or utilities, increases in their costs or delays or interruptions in their delivery; • reliance on third party providers of transportation services and equipment; • our reliance on a limited number of key facilities; • risks associated with cybersecurity; • acts of terrorism and regulations to combat terrorism; • the significant risks and hazards involved in producing and handling our products against which we may not be fully insured; • risks associated with international operations; • our ability to manage our indebtedness and any additional indebtedness that may be incurred; • risks associated with changes in tax laws and adverse determinations by taxing authorities; • risks involving derivatives and the effectiveness of our 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 GHG emissions; • the development and growth of the market for low-carbon ammonia and the risks and uncertainties relating to the development and implementation of our low-carbon ammonia projects; • risks associated with investments in and expansions of our business, including unanticipated adverse consequences and the significant resources that could be required; and • failure of technologies to perform, develop or be available as expected. 27 Table of Contents CF INDUSTRIES HOLDINGS, INC.
Biggest changeSuch factors include, among others: • our ability to complete the projects at our Blue Point complex, including the construction of a low-carbon ammonia production facility with our joint venture partners and scalable infrastructure on schedule and on budget or at all; • our ability to fund the capital expenditure needs related to the joint venture at our Blue Point complex, which may exceed our current estimates; • the cyclical nature of our business and the impact of global supply and demand on our selling prices and operating results; • the global commodity nature of our nitrogen products, the conditions in the global market for nitrogen products, and the intense global competition from other producers; • announced or future tariffs, retaliatory measures, and global trade relations, including the potential impact of tariffs and retaliatory measures on the price and availability of materials for our capital projects and maintenance; • 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 globally; • weather conditions and the impact of adverse weather events; • the seasonality of the fertilizer business; • the impact of changing market conditions on our forward sales programs; • difficulties in securing the supply and delivery of raw materials or utilities, increases in their costs or delays or interruptions in their delivery; • reliance on third party providers of transportation services and equipment, including those related to carbon dioxide sequestration; • our reliance on a limited number of key facilities; • risks associated with cybersecurity; • acts of terrorism and regulations to combat terrorism; • the significant risks and hazards involved in producing and handling our products against which we may not be fully insured; • risks associated with international operations; • our ability to manage our indebtedness and any additional indebtedness that may be incurred; • risks associated with changes in tax laws and adverse determinations by taxing authorities, including any potential changes in tax regulations and our qualification for tax credits; • risks involving derivatives and the effectiveness of our risk management and hedging activities; • potential liabilities and expenditures related to environmental, health and safety laws and regulations and permitting requirements; • regulatory provisions and requirements related to GHG emissions and sustainability matters, including announced or future changes in environmental or climate change or sustainability laws; • the development and growth of the market for low-carbon ammonia and the risks and uncertainties relating to the development and implementation of our low-carbon ammonia projects; • risks associated with investments in and expansions of our business, including unanticipated adverse consequences and the significant resources that could be required; and 29 Table of Contents CF INDUSTRIES HOLDINGS, INC. • failure of technologies to perform, develop or be available as expected, including the low-carbon ATR ammonia production facility with carbon capture and sequestration technologies being constructed at our Blue Point complex.
Recently, many proposed low-carbon ammonia projects have been announced or considered, and future hydrogen, energy, or environmental/carbon policies may support development of additional nitrogen production in locations outside North America, including Europe, Australia, India, and the Middle East.
Recently, many proposed low-carbon ammonia projects have been announced or considered, and future hydrogen, energy, environmental or carbon policies may support development of additional nitrogen production in locations outside North America, including Europe, Australia, India, and the Middle East.
Security breaches of our systems (or the systems of our customers, suppliers or other business partners) could result in the misappropriation, destruction or unauthorized disclosure of confidential information or personal data belonging to us or to our employees, business partners, customers or suppliers, and may subject us to legal liability.
Security breaches of our systems (or the systems of our customers, suppliers or other business partners) could result in misappropriation, destruction or unauthorized disclosure of confidential information or personal data belonging to us or to our employees, business partners, customers or suppliers, and may subject us to legal liability.
If our financial condition or operating results deteriorate, our relations with our creditors, including the holders of our outstanding debt securities, the lenders under the Revolving Credit Agreement and our suppliers, may be materially and adversely affected.
If our financial condition or operating results deteriorate, our relations with our creditors, including the holders of our outstanding debt securities, the lenders under our revolving credit agreement and our suppliers, may be materially and adversely affected.
Among the risks associated with the pursuit and consummation of acquisitions, partnerships, joint ventures or other major investments or business combinations are those involving: • difficulties in integrating the parties’ operations, systems, technologies, products, cultures, and personnel; • incurrence of significant transaction-related expenses; • potential integration or restructuring costs; • potential impairment charges related to the goodwill, intangible assets or other assets to which any such transaction relates, in the event that the economic benefits of such transaction prove to be less than anticipated; • other unanticipated costs associated with such transactions; • our ability to achieve operating and financial efficiencies, synergies and cost savings; • our ability to obtain the desired financial or strategic benefits from any such transaction; • the parties’ ability to retain key business relationships, including relationships with employees, customers, partners and suppliers; • potential loss of key personnel; • entry into markets or involvement with products with which we have limited current or prior experience or in which competitors may have stronger positions; • assumption of contingent liabilities, including litigation; • exposure to unanticipated liabilities, including litigation; • differences in the parties’ internal control environments, which may require significant time and resources to resolve in conformity with applicable legal and accounting standards; • increased scope, geographic diversity and complexity of our operations; • the tax effects of any such transaction; and • the potential for costly and time-consuming litigation, including stockholder lawsuits.
Among the risks associated with the pursuit and consummation of acquisitions, partnerships, joint ventures or other major investments or business combinations are those involving: • difficulties in integrating the parties’ operations, systems, technologies, products, cultures, and personnel; • incurrence of significant transaction-related expenses; • potential integration or restructuring costs; • potential impairment charges related to the goodwill, intangible assets or other assets to which any such transaction relates, in the event that the economic benefits of such transaction prove to be less than anticipated; • other unanticipated costs associated with such transactions; • our ability to achieve operating and financial efficiencies, synergies and cost savings; • our ability to obtain the desired financial or strategic benefits from any such transaction; • the parties’ ability to retain key business relationships, including with employees, customers, partners and suppliers; • potential loss of key personnel; • entry into markets or involvement with products with which we have limited current or prior experience or in which competitors may have stronger positions; • assumption of contingent liabilities, including litigation; • exposure to unanticipated liabilities, including litigation; • differences in the parties’ internal control environments, which may require significant time and resources to resolve in conformity with applicable legal and accounting standards; • increased scope, geographic diversity and complexity of our operations; • the tax effects of any such transaction; and • the potential for costly and time-consuming litigation, including stockholder lawsuits.
For example, it could: • make it more difficult for us to pay or refinance our debts as they become due during adverse economic and industry conditions because any related decrease in revenues could cause us not to have sufficient cash flows from operations to make our scheduled debt payments; • cause us to be less able to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions; • cause us to use a portion of our cash flow from operations for debt service, reducing the availability of cash to fund working capital and capital expenditures, and other business activities; • cause us to be more vulnerable to general adverse economic and industry conditions; • expose us to the risk of increased interest rates because certain of our borrowings, including borrowings under the Revolving Credit Agreement, could be at variable rates of interest; • make us more leveraged than some of our competitors, which could place us at a competitive disadvantage; • restrict our ability to pay dividends on our common stock or utilize excess cash to repurchase shares of our common stock; • limit our ability to borrow additional amounts to fund working capital, capital expenditures and other general corporate purposes; and • result in our credit ratings being downgraded, which could increase the cost of further borrowings.
For example, it could: • make it more difficult for us to pay or refinance our debts as they become due during adverse economic and industry conditions because any related decrease in revenues could cause us not to have sufficient cash flows from operations to make our scheduled debt payments; • cause us to be less able to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions; • cause us to use a portion of our cash flow from operations for debt service, reducing the availability of cash to fund working capital and capital expenditures, and other business activities; • cause us to be more vulnerable to general adverse economic and industry conditions; • expose us to the risk of increased interest rates because certain of our borrowings, including borrowings under our revolving credit agreement, could be at variable rates of interest; • make us more leveraged than some of our competitors, which could place us at a competitive disadvantage; • restrict our ability to pay dividends on our common stock or to repurchase shares of our common stock; • limit our ability to borrow additional amounts to fund working capital, capital expenditures and other general corporate purposes; and • result in our credit ratings being downgraded, which could increase the cost of further borrowings.
The enactment of, or increases in, carbon taxes, tariffs or value added taxes, or other changes in the application of existing taxes, in markets in which we are currently active, or may be active in the future, or on specific products that we sell or with which our products compete, could have an adverse effect on our financial condition and results of operations.
The enactment of, or increases in, carbon taxes or value added taxes, or other changes in the application of existing taxes, in markets in which we are currently active, or may be active in the future, or on specific products that we sell or with which our products compete, could have an adverse effect on our financial condition and results of operations.
From time to time, our production, distribution or storage of anhydrous ammonia and other hazardous or regulated substances has resulted in accidental releases that have temporarily disrupted our operations and/or resulted in liability for administrative penalties, cleanup costs, and/or claims for personal injury. To date, our costs to resolve these liabilities have not been material.
From time to time, our production, distribution or storage of ammonia and other hazardous or regulated substances has resulted in accidental releases that have temporarily disrupted our operations and/or resulted in liability for administrative penalties, cleanup costs, and/or claims for personal injury. To date, our costs to resolve these liabilities have not been material.
Our business is subject to risks involving derivatives and the risk that our hedging activities might not prevent losses. From time to time, we utilize natural gas derivatives to hedge our financial exposure to the price volatility of natural gas, the principal raw material we use in the production of nitrogen-based products.
Our business is subject to risks involving derivatives and the risk that our hedging activities might not prevent losses. From time to time, we use natural gas derivatives to hedge our financial exposure to the price volatility of natural gas, the principal raw material we use in the production of nitrogen-based products.
Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act 2010, the Canadian Corruption of Foreign Public Officials Act; regulations under the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010; and economic sanctions programs administered by the United Nations (UN), the EU and the Office of Foreign Assets Control of the U.S. Department of the Treasury.
Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act 2010, the Canadian Corruption of Foreign Public Officials Act; regulations under the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010; and economic sanctions programs administered by the United Nations, the EU and the Office of Foreign Assets Control of the U.S. Department of the Treasury.
We believe the demand for low-carbon ammonia could take several years to materialize and then ten or more years to fully develop and mature, and we cannot be certain that this market or the market for low-carbon hydrogen will grow to the size or at the rate we expect or at all.
We believe the demand for low-carbon ammonia could take several years to materialize and then ten or more years to fully develop and mature, and we cannot be certain that this demand or the demand for low-carbon hydrogen will grow to the size or at the rate we expect or at all.
In the United States and Canada, the railroad industry continues various efforts to limit its potential liability with respect to transportation of Toxic Inhalation Hazard materials, such as the anhydrous ammonia we transport to and from our manufacturing and distribution facilities.
In the United States and Canada, the railroad industry continues various efforts to limit its potential liability with respect to transportation of toxic inhalation hazard materials, such as the ammonia we transport to and from our manufacturing and distribution facilities.
As a result, we have not always been and may not always be in compliance with all environmental, health and safety laws and regulations. We may be subject to more stringent enforcement of existing or new environmental, health and safety laws in the future.
As a result, we have not always been and may not always be in full compliance with all environmental, health and safety laws and regulations. We may be subject to more stringent enforcement of existing or new environmental, health and safety laws in the future.
The construction of new nitrogen manufacturing capacity in the industry, and improvements to increase output from existing production assets, increase nitrogen supply availability and place downward pressure on nitrogen selling prices, particularly when supply growth outpaces demand growth.
Construction of new production capacity in the industry, and improvements to increase output from existing production assets, increase nitrogen supply availability and place downward pressure on nitrogen selling prices, particularly when supply growth outpaces demand growth.
These transportation operations, equipment and services are subject to various hazards and other sources of disruption, including adverse operating conditions 16 Table of Contents CF INDUSTRIES HOLDINGS, INC. on the inland waterway system or on the seas with respect to oceangoing vessels, adverse weather conditions, system failures, unscheduled downtime, labor difficulties or shortages, shutdowns, delays, accidents such as spills and derailments, vessel groundings and other accidents and operating hazards.
These transportation operations, equipment and services are subject to various hazards and other sources of disruption, including adverse operating conditions on the inland waterway system or on the seas with respect to 18 Table of Contents CF INDUSTRIES HOLDINGS, INC. oceangoing vessels, adverse weather conditions, system failures, unscheduled downtime, labor difficulties or shortages, shutdowns, delays, accidents such as spills and derailments, vessel groundings and other accidents and operating hazards.
Several factors may affect the price of environmental attributes that are beyond our control, including but not limited to, the underlying markets and legislative and regulatory changes, including the level of commitment to the goals of multinational climate commitments by both governments and corporations and other private and public initiatives aimed at reducing GHG emissions, and the Company’s and its partners’ technologies to reduce carbon intensity.
Several factors may affect the price of environmental attributes that are beyond our control, including but not limited to, the underlying markets and legislative and regulatory changes, including the level of commitment to the goals of multinational climate commitments by both governments and corporations and other private and public initiatives aimed at measuring, accounting and reducing GHG emissions, and the Company’s and its partners’ technologies to reduce carbon intensity.
For example, the United Kingdom has implemented an assurance scheme beginning in 2024 to limit the use of unprotected or uninhibited urea products between January and March of every year. While CF Fertilisers UK Limited does not sell solid urea fertilizer in the United Kingdom, limitations on fertilizer use have been and may be considered by other jurisdictions.
For example, the United Kingdom implemented an assurance scheme in 2024 to limit the use of unprotected or uninhibited urea products between January and March of every year. While CF Fertilisers UK Limited does not sell solid urea fertilizer in the United Kingdom, limitations on fertilizer use have been and may be considered by other jurisdictions.
We may selectively reduce some foreign currency exchange rate 19 Table of Contents CF INDUSTRIES HOLDINGS, INC. risk by, among other things, requiring contracted purchases of our products to be settled in, or indexed to, the U.S. dollar or a currency freely convertible into U.S. dollars, or hedging through foreign currency derivatives.
We may selectively reduce some foreign currency exchange rate risk by, among other things, requiring contracted purchases of our products to be settled in, or indexed to, the U.S. dollar or a 21 Table of Contents CF INDUSTRIES HOLDINGS, INC. currency freely convertible into U.S. dollars, or hedging through foreign currency derivatives.
New facilities that we build, or existing facilities that we modify in the future, could also be subject to GHG emissions standards included in their air permits. Concern over the effects of climate change has driven many countries to establish ever more ambitious GHG reduction targets and initiatives to achieve them.
In certain jurisdictions, new facilities that we build, or existing facilities that we modify in the future, could also be subject to GHG emissions standards included in their air permits. Concern over the effects of climate change has driven many countries to establish ever more ambitious GHG reduction targets and initiatives to achieve them.
Changes in governmental trade policies can lead to the imposition of new taxes, levies, duties, tariffs or quotas affecting agricultural commodities, fertilizer or industrial products. These can alter or impact costs, trade flows, demand for our products, access to raw materials, capital equipment, and other supplies, and regional supply and demand balances for our products.
Changes in global trade policies can lead to the imposition of new taxes, levies, duties, tariffs or quotas affecting agricultural commodities, fertilizer or industrial products. These can alter or impact costs, trade flows, demand for our products, access to raw materials, capital equipment, and other supplies, and regional supply and demand balances for our products.
Consequently, in the event that we need to access the credit markets, including to refinance our debt, there can be no assurance that we will be able to obtain financing on 20 Table of Contents CF INDUSTRIES HOLDINGS, INC. acceptable terms or within an acceptable timeframe, if at all.
Consequently, in the event that we need to 22 Table of Contents CF INDUSTRIES HOLDINGS, INC. access the credit markets, including to refinance our debt, there can be no assurance that we will be able to obtain financing on acceptable terms or within an acceptable timeframe, if at all.
We have made and expect to continue to make significant investments in our clean energy strategy (including our low-carbon ammonia projects) that may not create any or our expected value if demand for low-carbon ammonia does not develop and mature to the size and at the rate we expect.
We have made and expect to continue to make significant investments in our clean energy strategy (including our low-carbon ammonia projects) that may not create any or our expected value of such investments if demand for low-carbon ammonia does not develop and mature to the size and at the rate we expect.
Our international business operations are subject to numerous risks and uncertainties, including difficulties and costs associated with complying with a wide variety of complex laws, treaties and regulations; unexpected or conflicting changes in regulatory environments; currency fluctuations; tax rates that may exceed those in the United States; earnings that may be subject to withholding requirements; and the imposition of tariffs, embargoes, exchange controls or other restrictions.
Our international business operations are subject to numerous risks and uncertainties, including difficulties and costs associated with complying with a wide variety of complex laws, treaties and regulations; unexpected or conflicting changes in regulatory environments; currency fluctuations; tax rates that may exceed those in the United States; earnings that may be subject to withholding requirements; and changes in global trade policy, including the imposition of tariffs, embargoes, exchange controls or other restrictions.
Further CCS providers and carbon transporters may experience increased demand for their services which may limit availability and increase costs for these services, which may adversely affect our ability to continue deployment of CCS for our low-carbon ammonia projects. 26 Table of Contents CF INDUSTRIES HOLDINGS, INC.
Further, CCS providers and carbon transporters may experience increased demand for their services which may limit availability and increase costs for these services, which may adversely affect our ability to continue deployment of CCS for our low-carbon ammonia projects. 28 Table of Contents CF INDUSTRIES HOLDINGS, INC.
We are reliant on a limited number of key facilities. Our nitrogen manufacturing facilities are located at nine separate nitrogen complexes, the largest of which is the Donaldsonville complex, which represented approximately 40% of our ammonia production capacity as of December 31, 2024.
We are reliant on a limited number of key facilities. Our nitrogen manufacturing facilities are located at nine separate nitrogen complexes, the largest of which is the Donaldsonville complex, which represented approximately 40% of our ammonia production capacity as of December 31, 2025.
We may use natural gas futures, swaps and option contracts traded in over-the-counter markets or on exchanges. In addition, from time to time, we may use fixed-price, physical purchase and sales contracts to hedge our exposure to natural gas price volatility.
We may use natural gas futures, swaps and option contracts traded in over-the-counter markets or on exchanges. From time to time, we may also use fixed-price, physical purchase and sales contracts to hedge our exposure to natural gas price volatility.
These markets are heavily influenced by demand for clean energy, technology evolution and federal, state and local government laws, regulations and policies concerning carbon emissions, renewable electricity, clean energy, and corporate accountability in the United States and abroad.
These markets are heavily influenced by demand for clean energy, technology evolution and federal, state and local government laws, regulations and policies concerning GHG emissions, renewable electricity, clean energy, and corporate accountability in the United States and abroad.
In addition, adverse weather events, such as storms, hurricanes, tornadoes, or floods, not only can cause loss of power or other impacts to our facilities or damage to or delays in logistics capabilities disrupting our operations, but also can impact the supply of natural gas and utilities and cause prices to rise.
In addition, adverse weather events, such as extreme cold temperatures, storms, hurricanes, tornadoes, or floods, not only can cause loss of power or other impacts to our facilities or damage to or delays in logistics capabilities disrupting our operations, but also can impact the supply of natural gas and utilities and cause prices to rise.
Major investments such as capital improvements at our facilities are subject to a number of risks, any of which could prevent us from completing capital projects in a timely or economic manner or at all, including, without limitation, cost overruns, non-performance of third parties, slowdowns or other delays in contemplated construction timelines, modularization of certain components, the inability to obtain necessary permits or other permitting matters, adverse weather, defects in materials and workmanship, labor and raw material shortages, transportation constraints, changes to international trade-related policy, engineering and construction change orders, errors in design, construction or start-up, and other unforeseen difficulties.
Our major capital projects are subject to a number of risks, any of which could prevent us from completing such projects in a timely or economic manner or at all, including, cost overruns, non-performance of third parties, slowdowns or other delays in contemplated construction timelines, modularization of certain components, the inability to obtain necessary permits or other permitting matters, adverse weather, defects in materials and workmanship, labor and raw material shortages, transportation constraints, changes to international trade-related policy, engineering and construction change orders, errors in design, construction or start-up, and other unforeseen difficulties.
Proposed tariffs on imports into the United States, potential retaliatory tariffs on U.S. exports, and potential renegotiation of trade deals may impact our existing operations or our planned strategic ventures and could adversely affect our business, financial condition, results of operations and cash flows.
Changes to tariffs on imports into the United States, retaliatory tariffs on U.S. exports, and potential renegotiation of trade deals may impact our existing operations or our planned strategic ventures and could adversely affect our business, financial condition, results of operations and cash flows.
These factors include, among others, the extent to which and rate at which cost competitive global renewable energy capacity increases, the pricing of traditional and alternative sources of energy, the realization of technological improvements required to increase the efficiency and lower the costs of production of low-carbon ammonia, the regulatory environments, the rate and extent of infrastructure investment and development which may be affected by the relevant parties’ ability to obtain permits for these investments, the availability of tax benefits and other incentives, the implementation of policy in foreign jurisdictions providing economic support for or otherwise mandating decarbonization and our ability to provide low-carbon ammonia offerings cost-effectively.
These factors include the extent to which and rate at which cost competitive renewable energy capacity increases, the pricing of traditional and alternative sources of energy, the realization of technological improvements required to increase the efficiency and lower the costs of production of low-carbon ammonia, the uncertainty of changes in regulatory environments, the rate and extent of infrastructure investment and development which may be affected by the relevant parties’ ability to obtain permits for these investments, the availability of tax benefits and other incentives, the implementation of policy in jurisdictions providing economic support for or otherwise mandating decarbonization and our ability to provide low-carbon ammonia offerings cost-effectively.
In addition, in recent years, high volumes of urea ammonium nitrate solution (UAN) imports from Russia and Trinidad and Tobago (Trinidad) have negatively affected U.S. producers’ UAN profitability. Government policies in these regions may also stimulate future ammonia or hydrogen investments.
In addition, in recent years, high volumes of urea ammonium nitrate solution (UAN) imports from Russia have negatively affected U.S. producers’ UAN profitability. Government policies in these regions may also stimulate future ammonia or hydrogen investments.
However, we could incur significant costs if we experience a significant accidental release and our liability coverage is not sufficient to pay for all or a large part of any judgments against us, or if our insurance carrier refuses coverage for these losses. We hold numerous environmental and other governmental permits and approvals authorizing operations at each of our facilities.
However, we could incur significant costs if we experience a significant accidental release and our liability coverage is not sufficient to pay for all or a large part of any judgments against us, or if our insurance carrier refuses coverage for these losses. We hold numerous environmental and other governmental permits and approvals authorizing our facility operations.
Such market is dependent in part on the developing market for low-carbon hydrogen, for which ammonia can serve as a transport and storage mechanism.
Demand for low-carbon ammonia is dependent in part on the developing market for low-carbon hydrogen, for which ammonia can serve as a transport and storage mechanism.
Regulation of GHGs may require us to make changes in our operating activities that would increase our operating costs, reduce our efficiency, limit our output, require us to make capital improvements to our facilities, increase our costs for or limit the availability of energy, raw materials or transportation, or otherwise materially adversely affect our business, financial condition, results of operations and cash flows.
GHG regulations may require us to make changes in our operating activities that would increase operating costs, reduce efficiency, limit output, require capital improvements to our facilities, increase costs for or limit the availability of energy, raw materials or transportation, or otherwise materially adversely affect our business, financial condition, results of operations and cash flows.
These events could also damage our reputation or otherwise harm our business.
These events could damage our reputation or otherwise harm our business.
Many of our plants and facilities store significant quantities of ammonia and other materials that can be dangerous if mishandled. Any damage to infrastructure facilities, such as electric generation, transmission and distribution facilities, or injury to employees who could be direct targets or indirect casualties of an act of terrorism, may affect our operations.
Generally, our plants and facilities store significant quantities of materials that can be dangerous if mishandled. Any damage to infrastructure facilities, such as electric generation, transmission and distribution facilities, or injury to employees who could be direct targets or indirect casualties of an act of terrorism, may affect our operations.
Over time, as we seek to convert additional existing facilities to low-carbon production and further expand our low-carbon ammonia production capacity, we may face operational difficulties and execution risks related to the design, development and construction.
Over time, as we seek to convert additional existing facilities to low-carbon production and further expand our low-carbon ammonia production capacity, we may face operational difficulties and execution risks related to the design, development and construction work to do so.
The nitrogen products that we produce are global commodities or are derived from global commodities, with little or no product differentiation. Customers tend to make their purchasing decisions of these products principally on the basis of delivered price and, to a lesser extent, customer service and product quality.
The nitrogen products that we produce are global commodities or are derived from global commodities, with little or no product differentiation. Customers tend to make their purchasing decisions of these products principally on the basis of delivered price and, to a lesser extent, low-carbon attributes, reliability, customer service and product quality.
As with most large systems, our information technology systems (and those of our business partners and other third-parties) have in the past been, and in the future likely will be, subject to computer viruses, malicious codes, unauthorized access and other cyberattacks, and we expect the sophistication and frequency of such attacks to continue to increase.
Our information technology systems (and those of our business partners and other third-parties) have in the past been, and in the future likely will be, subject to computer viruses, malicious codes, unauthorized access and other cyberattacks, and we expect the sophistication and frequency of such attacks to continue to increase.
Conversely, while the current Renewable Fuel Standard encourages continued high levels of corn-based ethanol production, various interested parties have called to eliminate or reduce the renewable fuel mandate, or to eliminate or reduce corn-based ethanol as part of the renewable fuel mandate. Additionally, other factors that drive the ethanol market include the prices of ethanol, gasoline and corn.
Fuel Standard encourages continued high levels of corn-based ethanol production, various interested parties have called to eliminate or reduce the renewable fuel mandate, or to eliminate or reduce corn-based ethanol as part of such mandate. Additionally, other factors that drive the ethanol market include the prices of ethanol, gasoline and corn.
Any increases in the volume of liquefied natural gas (LNG) exported from the United States to other regions or increases in natural gas development outside the United States, particularly in regions where nitrogen products are produced, could increase our natural gas costs and/or lower natural gas costs for our competitors.
Any increases in the volume of liquefied natural gas (LNG) exported from the United States to other regions or increases in natural gas development outside the United States, particularly in regions where nitrogen products are produced, could increase our natural gas costs and/or lower natural gas costs for our competitors. In recent years, U.S.
A business combination transaction between us and another company could result in our stockholders receiving cash or shares of another entity on terms that such stockholders may not consider desirable. Moreover, the regulatory approvals associated with a business combination may result in divestitures or other changes to our business, the effects of which are difficult to predict.
A business combination transaction with another company could result in our stockholders receiving cash or shares of another entity on terms that such stockholders may not consider desirable. Further, regulatory approvals associated with a business combination may result in divestitures or other changes to our business, the effects of which are difficult to predict.
The violation of applicable laws by our employees, consultants, agents or partners could subject us to penalties and could have a material adverse effect on our business, financial condition, results of operations and cash flows. We are subject to antitrust and competition laws in various countries throughout the world.
The violation of applicable laws by our employees, consultants, agents or partners could subject us to penalties and could have a material adverse effect on our business, financial condition, results of operations and cash flows. We are also subject to antitrust and competition laws in various jurisdictions.
A number of factors could encourage China to increase product capacity utilization or expand exports of nitrogen fertilizers, including changes in Chinese government policy, devaluation of the Chinese renminbi, the relaxation of Chinese environmental standards or decreases in Chinese producers’ underlying costs such as the price of Chinese coal.
However, a number of factors could encourage China to expand exports of nitrogen fertilizers, including changes in Chinese government policy, higher utilization of production capacity, devaluation of the Chinese renminbi, the relaxation of Chinese environmental standards or decreases in Chinese producers’ underlying costs such as the price of Chinese coal.
These transportation operations, equipment and services are also subject to environmental, safety, and regulatory oversight. These operations are currently subject to stringent regulatory requirements due to concerns related to accidents, discharges or other releases of hazardous substances, terrorism, or the potential use of fertilizers as explosives.
These transportation operations, equipment and services, including those related to CO 2 sequestration, are also subject to environmental, safety, and regulatory oversight. These operations are currently subject to stringent regulatory requirements due to concerns related to accidents, discharges or other releases of hazardous substances, terrorism, or the potential use of fertilizers as explosives.
For example, our Donaldsonville and Waggaman complexes are located in an area of the United States that experiences extreme weather events, including a relatively high level of hurricane or high wind activity, and several of our other complexes are also located in areas that experience extreme weather events.
For example, our Donaldsonville and Waggaman complexes, and our under development Blue Point complex, are located in an area of the United States that experiences extreme weather events, including a relatively high level of hurricane or high wind activity, and several of our other complexes are also located in areas that experience extreme weather events.
With respect to the voluntary trade of environmental attributes, there is a risk that purchasers may elect to cease such purchases for various reasons that are inherent to their business plans, or because of changing economic, political contexts or other conditions that cannot be controlled by us, including shifting preferences for 24 Table of Contents CF INDUSTRIES HOLDINGS, INC. types of environmental attributes.
With respect to the voluntary trade of environmental attributes, there is a risk that purchasers may elect to cease such purchases for various reasons that are inherent to their business plans, or because of changing economic, political contexts or other conditions that cannot be controlled by us, including shifting preferences for types of environmental attributes.
If natural gas prices outside of North America were to decrease or North American natural gas prices were to increase, our favorable energy cost differentials relative to the industry’s marginal nitrogen producers could significantly erode, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. 14 Table of Contents CF INDUSTRIES HOLDINGS, INC.
If natural gas prices outside of North America were to decrease or North American natural gas prices were to increase, our favorable energy cost differentials relative to the industry’s marginal nitrogen producers could significantly erode, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
In addition, due to the nature of these arrangements, we may have limited ability to direct or influence the management of the joint venture, which 25 Table of Contents CF INDUSTRIES HOLDINGS, INC. may limit our ability to assist and oversee the design and implementation of the joint venture’s business as well as its accounting, legal, governance, human resources, information technology, and other administrative systems.
In addition, due to the nature of these arrangements, we may have limited ability to direct or influence the management of the joint venture, which may limit our ability to assist and oversee the design and implementation of the joint venture’s business as well as its accounting, legal, governance, human resources, information technology, and other administrative systems.
Governmental entities could implement new or more stringent regulatory requirements affecting the transportation of raw materials or finished products.
Governmental entities could implement new or more stringent regulatory requirements affecting the transportation of raw materials or finished products or affecting the transportation or sequestration of CO 2 .
In the event that the growth in supply of low-carbon ammonia and low-carbon hydrogen exceeds the growth in demand for those products, the resulting unfavorable supply and demand balance could lead to lower selling prices than we expect for many of our products, which could negatively affect our business, financial condition, results of operations and cash flows.
In the 26 Table of Contents CF INDUSTRIES HOLDINGS, INC. event that the growth in supply of low-carbon ammonia and low-carbon hydrogen exceeds the growth in demand for those products, the resulting unfavorable supply and demand balance could lead to lower selling prices than we expect for many of our products, which could negatively affect our business, financial condition, results of operations and cash flows.
However, proposed tariffs on imports into the United States, potential retaliatory tariffs on U.S. exports, and potential renegotiation of trade deals may also impact prices or trade flows.
Changes to tariffs on imports into the United States, retaliatory tariffs on U.S. exports, and potential renegotiation of trade deals may also impact prices or trade flows.
Supreme Court decisions, including Loper Bright Enterprises v. Raimondo , that limit deference to regulatory agencies in the context of certain regulatory decisions. Our costs to comply with, or any liabilities under, these laws and regulations could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Raimondo , that limit deference to regulatory agencies in the context of certain regulatory decisions. Our costs to comply with, or any liabilities under, these laws and regulations could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Moreover, lowering of GHG reduction targets and the efforts to achieve them, in or outside the United States, may prevent or significantly reduce the development of demand for our low-carbon ammonia products. Our manufacturing plants in Canada are subject to regulations that impose a price on excess GHG emissions.
Moreover, lowering of GHG reduction targets and the efforts to achieve them, in or outside the United States, may prevent or significantly reduce the development of demand for our low-carbon ammonia products. Canadian regulations impose a price on excess GHG emissions.
The strongest demand for our products in North America occurs during the spring planting season, with a second period of strong demand following the fall harvest. In contrast, we and other 15 Table of Contents CF INDUSTRIES HOLDINGS, INC. fertilizer producers generally manufacture and distribute products throughout the year.
The strongest demand for our products in North America occurs during the spring planting season, with a second period of strong demand following the fall harvest. In contrast, we and other fertilizer producers generally manufacture and distribute products throughout the year.
Moreover, our facilities may be subject to failure of equipment that may be difficult to replace or have long delivery lead times, due in part to a limited number of suppliers, and could result in operational disruptions. 17 Table of Contents CF INDUSTRIES HOLDINGS, INC.
Moreover, our facilities may be subject to failure of equipment that may be difficult to replace or have long delivery lead times, due in part to a limited number of suppliers, and could result in operational disruptions.
As of December 31, 2024, we had approximately $3.0 billion of total funded indebtedness, consisting primarily of unsecured senior notes with varying maturity dates between 2026 and 2044, or approximately 28% of our total capitalization (total debt plus total equity), and an additional $750 million of unsecured senior borrowing availability (reflecting no outstanding borrowings and no outstanding letters of credit) for general corporate purposes under our revolving credit agreement (the Revolving Credit Agreement).
As of December 31, 2025, we had approximately $3.25 billion of total funded indebtedness, consisting solely of unsecured senior notes with varying maturity dates between 2034 and 2044, or approximately 29% of our total capitalization (total debt plus total equity), and an additional $750 million of unsecured senior borrowing availability (reflecting no outstanding borrowings and no outstanding letters of credit) for general corporate purposes under our revolving credit agreement.
Our liquidity could be negatively impacted by a counterparty default on settlement of one or more of our derivative financial instruments or by the triggering of any cross default provisions or credit support requirements against us.
Our liquidity could be negatively impacted by a counterparty default on settlement of one or more of our derivative financial instruments or by the triggering of any cross-default provisions or credit support requirements against us. 23 Table of Contents CF INDUSTRIES HOLDINGS, INC.
Our indebtedness could, as a result of our debt service obligations or through the operation of the financial and other restrictive covenants to which we are subject under the agreements and instruments governing that indebtedness and otherwise, have important consequences.
Our debt service obligations will impact our earnings and cash flow as long as the indebtedness is outstanding. Our indebtedness could, as a result of our debt service obligations or through the operation of the financial and other restrictive covenants to which we are subject under the agreements and instruments governing that indebtedness and otherwise, have important consequences.
Expansion or modification of our existing operations or development of new operations is predicated upon securing 22 Table of Contents CF INDUSTRIES HOLDINGS, INC. necessary environmental or other permits or approvals, and in some cases, the ability of our partners, lessors and other third-party providers, as applicable, to secure such permits or approvals.
Expansion or modification of our operations or development of new operations is predicated upon securing necessary environmental or other permits or approvals, and in some cases, the ability of our partners, lessors and other third-party providers, as applicable, to secure such permits or approvals.
Furthermore, state-owned competitors may be willing to accept lower prices and profitability on their products, or may have their production inputs or consumption subsidized in order to support domestic employment or to foster other political or social goals.
Furthermore, state-owned competitors may be willing to accept lower prices and profitability on their products, or may have their production inputs or 14 Table of Contents CF INDUSTRIES HOLDINGS, INC. consumption subsidized in order to support domestic employment or to foster other political or social goals.
The seasonality of fertilizer demand generally results in our sales volumes and net sales being the highest during the spring and our working capital requirements to build inventory being the highest just prior to the start of the spring planting season.
The seasonality of fertilizer demand generally 17 Table of Contents CF INDUSTRIES HOLDINGS, INC. results in our sales volumes and net sales being the highest during the spring and our working capital requirements to build inventory being the highest just prior to the start of the spring planting season.
Additionally, 21 Table of Contents CF INDUSTRIES HOLDINGS, INC. the International Swaps and Derivative Association master netting arrangements for most of our derivative instruments contain credit-risk-related contingent features, such as cross-default provisions and credit support requirements.
Additionally, the International Swaps and Derivative Association master netting arrangements for most of our derivative instruments contain credit-risk-related contingent features, such as cross-default provisions and credit support requirements.
These JDAs and other joint venture arrangements we may enter into may involve significant risks and uncertainties, including the ability of us and our strategic partners to cooperate, our strategic partners having interests or goals that are inconsistent with ours, ours and our partners ability to realize tax, financial and other programs incentivizing low-carbon production, and the potential that our strategic partners may be unable to meet their financial or other obligations to the joint venture, which may negatively impact the expected benefits of the joint venture and cause us to incur additional expense or suffer reputational damage.
This joint venture and other similar 27 Table of Contents CF INDUSTRIES HOLDINGS, INC. arrangements we may enter into may involve significant risks and uncertainties, including the ability of us and our strategic partners to cooperate, us and our strategic partners having inconsistent interests or goals, ours and our partners ability to realize tax, financial and other programs incentivizing low-carbon production, and the potential that our strategic partners may be unable or unwilling to meet their financial or other obligations to the joint venture, which may negatively impact the expected benefits of the joint venture and cause us to incur additional expense or suffer reputational damage.
For example, in the two-year period ended December 31, 2017, additional production capacity came online, and the average selling price for our products declined 34%, from $314 per ton in 2015 to $207 per ton in 2017. Additional nitrogen production capacity is expected to come online over the next 12 months.
For example, in the two-year period ended December 31, 2017, additional production capacity came online, and the average selling price for our products declined 34%, from $314 per ton in 2015 to $207 per ton in 2017.
We may not be 12 Table of Contents CF INDUSTRIES HOLDINGS, INC. able to be competitive with these entities, including if we are not able to expand our own resources to a similar extent, either through investments in new or existing operations or through acquisitions or joint ventures.
We may not be able to be competitive with these entities, including if we are not able to expand our own resources to a similar extent, either through investments in new or existing operations or through acquisitions or joint ventures.
In addition, most major capital projects are dependent on the availability and performance of engineering firms, construction firms, equipment and material suppliers, transportation providers and other vendors necessary to design and implement those projects on a timely basis and on acceptable terms.
Further, our major capital projects depend on the availability and performance of engineering firms, construction firms, equipment and material suppliers, transportation providers and other vendors necessary to design and implement those projects on a timely basis and on acceptable terms.
Additionally, future environmental, health and safety laws and regulations or reinterpretation of or changes to current laws and regulations may require us to make substantial expenditures or modify business plans. In addition, the extent and nature of existing, proposed and future environmental, health and safety regulations are increasingly uncertain in light of recent U.S.
Future environmental, health and safety laws and regulations or reinterpretation of or changes to current laws and regulations may require us to make substantial expenditures or modify business plans. The extent and nature of existing, proposed and future environmental, health and safety regulations are increasingly uncertain in light of recent U.S. Supreme Court decisions, including Loper Bright Enterprises v.
Recently, many proposed low-carbon ammonia projects have been announced or considered, and future hydrogen, energy, or environmental/carbon policies may support development of additional nitrogen production in locations outside North America, including Europe, Australia, and the Middle East.
Recently, many proposed low-carbon ammonia projects have been announced or considered, and future hydrogen, energy, or environmental/carbon policies may support development of additional nitrogen production outside North America.
More stringent GHG regulations, if they are enacted, are likely to have a significant impact on us, because our production facilities emit GHGs such as CO 2 and nitrous oxide and because natural gas, a fossil fuel that releases methane when extracted from the earth, is a primary raw material used in our nitrogen production process.
More stringent GHG regulations, if enacted, are likely to have a significant impact on us, because our production facilities emit GHGs such as CO 2 and nitrous oxide and because natural gas is the primary raw material used in our production process.
Failure, inadequacy, breach of, or unauthorized access to, our information technology systems or those of third-party service providers or customers could negatively affect our business and operations.
Failure, inadequacy, breach of, or unauthorized access to, our information technology systems or those of third-party service providers or customers could negatively affect our business and operations. 19 Table of Contents CF INDUSTRIES HOLDINGS, INC.
In the past, nitrogen manufacturers, including the Company, have built new production facilities or expanded capacity of existing production assets, or announced plans to do so.
During such periods, nitrogen manufacturers, including the Company, have built new production capacity or expanded capacity of existing production assets, or have announced plans to do so.
These disclosure requirements could inform future regulatory action or influence demand for our products in a manner that could negatively impact us. 23 Table of Contents CF INDUSTRIES HOLDINGS, INC. Strategic Risks The market for low-carbon ammonia may be slow to develop, may not develop to the size expected or may not develop at all.
Such requirements could inform future regulatory or enforcement action or influence demand for our products in a manner that could negatively impact us. Strategic Risks The market for low-carbon ammonia may be slow to develop, may not develop to the size expected or may not develop at all.
Demand for low-carbon ammonia is also incentivized by the availability of environmental attributes, credits and incentives for such projects, including tax credits. There is no assurance that programs for these environmental attributes and markets for them will continue to be available or exist.
Demand for low-carbon ammonia and other nitrogen fertilizers is also incentivized by the availability of environmental attribute credit and incentive programs, including tax credits. There is no assurance that programs providing credits and incentives for production of environmental attributes and markets for them will continue to be available or exist.
These targets and initiatives are subject to significant change based on political leadership. For example, the new U.S. presidential administration and regulatory leadership have proposed, and may propose further, policy, regulatory and enforcement changes that may result in the narrowing and/or repeal of environmental and climate change-related laws, regulations and implementation thereof.
These targets and initiatives are subject to significant change based on political leadership that could impact our business. The U.S. government has made, proposed, and may propose further, policy, regulatory and enforcement changes that may result in the narrowing and/or repeal of environmental and climate change-related laws, regulations, commitments and implementation thereof.
For example, ethanol production in the United States contributes significantly to corn demand, representing approximately 40% of total U.S. corn demand, and is impacted by federal legislation mandating renewable fuels use.
For example, ethanol production in the United States contributes significantly to corn demand, representing approximately 35% of total U.S. corn demand, and is impacted by federal legislation mandating renewable fuels use. Mandated ethanol production increases have increased the amount of corn grown in the United States and related fertilizer usage.
Any increase in production or export volume could adversely affect the balance between global supply and demand and put downward pressure on global fertilizer prices, which could materially adversely affect our business, financial condition, results of operations and cash flows. We also face competition from other fertilizer producers in the Middle East, Europe, Latin America and Africa.
Any increase in production or export volume could adversely affect the balance between global supply and demand and put downward pressure on global fertilizer prices, which could materially adversely affect our business, financial condition, results of operations and cash flows.
A decision by a government agency to deny or delay issuing a new or renewed regulatory permit or approval, or to revoke or substantially modify an existing permit or approval, a legal challenge to our permits, or a determination that we have violated a law or permit could have a material adverse effect on our ability to continue operations at our facilities and on our business, financial condition, results of operations and cash flows.
A government agency’s denial of or delay in issuing a new or renewed regulatory permit or approval, or revocation or substantial modification of an existing permit or approval, a legal challenge to our permits, or a determination that we have violated a law or permit could have a material adverse effect on our ability to continue facility operations and on our business, financial condition, results of operations and cash flows.
Additionally, price differentials may become materially unfavorable due to a lack of inbound gas pipeline or storage capacity in other regions during periods of unusually high demand. Increased demand for natural gas, particularly in the Gulf Coast Region, due to increased industrial demand and increased natural gas exports, could result in increased natural gas prices.
Additionally, price differentials may become materially unfavorable due to a lack of inbound gas pipeline or storage capacity in other regions during periods of unusually high demand. Increased demand for natural gas, particularly in the Gulf Coast 16 Table of Contents CF INDUSTRIES HOLDINGS, INC.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur chief information officer is supported by a dedicated team of certified cybersecurity professionals, with an average of over 13 years of relevant experience. Our cybersecurity strategy prioritizes governance, protection, detection, analysis, and response to known, anticipated, or unexpected cyber threats, effective management of cyber risks and resilience against cyber incidents.
Biggest changeOur chief information officer is supported by a dedicated team of certified cybersecurity professionals, with an average of over 13 years of relevant experience. Our cybersecurity strategy prioritizes governance, identification, protection, detection, analysis, response and recovery to known, anticipated, or unexpected cyber threats. The strategy emphasizes effective management of cyber risks and resilience against cyber threats.
We remain committed to increasing investments in cybersecurity, which includes providing additional training for end-users, adopting a zero trust methodology, identifying and safeguarding critical assets, and reinforcing monitoring and alerting capabilities. Our proactive approach involves regular testing of defenses through simulations and penetration tests, both technically and through a comprehensive review of operational policies and procedures.
We remain committed to increasing investments in cybersecurity, which includes providing additional training for end-users, utilizing a zero trust methodology, identifying and safeguarding critical assets, and reinforcing monitoring and alerting capabilities. Our proactive approach involves regular testing of defenses through simulations and penetration tests, both technically and through a comprehensive review of operational policies and procedures.
The Audit Committee also receives regular updates on the efficacy of our cybersecurity program and risk management from our chief information officer and other members of management that are tasked with monitoring cybersecurity risks. Our chief information officer has over 10 years of experience overseeing cybersecurity teams at both the Company and two other public companies.
The Audit Committee also receives quarterly updates on the efficacy of our cybersecurity program and risk management from our chief information officer and other members of management that are tasked with monitoring cybersecurity risks. Our chief information officer has over 10 years of experience overseeing cybersecurity teams at both the Company and two other public companies.
Risk Factors under “Operational Risks—Failure, inadequacy, breach of, or unauthorized access to, our information technology systems or those of third-party service providers or customers could negatively affect our business and operations.” ITEM 2. PROPERTIES. Information regarding our facilities and properties is included in Item 1. Business—Manufacturing Facilities and Item 1. Business—Storage Facilities and Other Properties. ITEM 3. LEGAL PROCEEDINGS.
Risk Factors under “Operational Risks—Failure, inadequacy, breach of, or unauthorized access to, our information technology systems or those of third-party service providers or customers could negatively affect our business and operations.” ITEM 2. PROPERTIES. Information regarding our facilities and properties is included in Item 1. Business—Manufacturing Facilities and Item 1. Business—Storage Facilities and Other Properties.
We consistently evaluate the threat landscape, adopting a multifaceted approach to cybersecurity risks that through a zero trust strategy focusing on prevention, detection, and mitigation, which includes the following programs and practices: • Our cybersecurity team conducts an annual review of cybersecurity risks at the ERM level, integrating significant cybersecurity risks into our overall ERM program.
We consistently evaluate the threat landscape, utilizing a multifaceted approach to cybersecurity risks that through a zero trust strategy focuses on prevention, detection, and mitigation, which includes the following programs and practices: • Our cybersecurity team conducts an annual review of cybersecurity risks at the ERM level, integrating significant cybersecurity risks into our overall ERM program.
In addition, our standard terms and conditions with third-party service providers feature contractual provisions mandating specific security protections. • Our cybersecurity incident response plan is designed to detect and address potential threats that may impact the confidentiality, integrity, and availability of our technology systems.
In addition, our standard terms and conditions with third-party service providers feature contractual provisions mandating specific security protections. 30 Table of Contents CF INDUSTRIES HOLDINGS, INC. • Our cybersecurity incident response plan is designed to detect and address potential threats that may impact the confidentiality, integrity, and availability of our technology systems.
The response plan includes coordinated processes for handling security and data privacy incidents, encompassing communication and effective response, and as appropriate, escalation to the Audit Committee or the Board. 28 Table of Contents CF INDUSTRIES HOLDINGS, INC. • Our global business continuity program includes information technology disaster recovery, supporting resilience in both our business and information technology.
The response plan includes coordinated processes for handling security and data privacy incidents, encompassing communication and effective response, and as appropriate, escalation to the Audit Committee or the Board. • Our global business continuity program includes information technology disaster recovery, supporting resilience in both our business and information technology.
Removed
For information on pending proceedings relating to environmental remediation matters, see Item 1. Business—Environmental, Health and Safety—CERCLA/Remediation Matters. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+1 added−0 removed0 unchanged
Biggest changeThe following table sets forth share repurchases, on a trade date basis, for each of the three months of the quarter ended December 31, 2024: Issuer Purchases of Equity Securities Period Total number of shares (or units) purchased Average price paid per share (or unit) (1) Total number of shares (or units) purchased as part of publicly announced plans or programs (2) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (in thousands) (2) October 1, 2024 - October 31, 2024 309,508 $ 84.72 309,508 $ 1,420,331 November 1, 2024 - November 30, 2024 2,082,243 (3) 86.56 2,082,199 1,240,097 December 1, 2024 - December 31, 2024 2,055,703 86.75 2,055,703 1,061,767 Total 4,447,454 86.52 4,447,410 __________________________________________________________________________ (1) Average price paid per share of CF Industries Holdings, Inc.
Biggest changeThe following table sets forth share repurchases, on a trade date basis, for each of the three months of the quarter ended December 31, 2025: Issuer Purchases of Equity Securities Period Total number of shares (or units) purchased Average price paid per share (or unit) (1) Total number of shares (or units) purchased as part of publicly announced plans or programs (2) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (in thousands) (2) October 1, 2025 - October 31, 2025 1,593,521 (3) $ 85.36 1,593,478 $ 1,925,480 November 1, 2025 - November 30, 2025 2,000,161 80.31 2,000,161 1,764,850 December 1, 2025 - December 31, 2025 541,602 79.41 541,602 1,721,844 Total 4,135,284 82.14 4,135,241 __________________________________________________________________________ (1) Average price paid per share of CF Industries Holdings, Inc.
(CF Holdings) common stock repurchased under the 2022 Share Repurchase Program, as defined below, is the execution price, excluding commissions paid to brokers and excise taxes.
(CF Holdings) common stock repurchased under the 2022 Share Repurchase Program, as defined below, or the 2025 Share Repurchase Program, as defined below, is the execution price, excluding commissions paid to brokers and excise taxes.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Share Repurchase Programs and in Note 20—Stockholders’ Equity, in the notes to consolidated financial statements included in Item 8. Financial Statements and Supplementary Data. (3) Includes 44 shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Share Repurchase Programs and in Note 19—Stockholders’ Equity, in the notes to consolidated financial statements included in Item 8. Financial Statements and Supplementary Data. (3) Includes 43 shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Our common stock is traded on the New York Stock Exchange under the symbol “CF.” As of February 10, 2025, there were 657 stockholders of record.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Our common stock is traded on the New York Stock Exchange under the symbol “CF.” As of February 16, 2026, there were 629 stockholders of record.
ITEM 6. [RESERVED] 29 Table of Contents CF INDUSTRIES HOLDINGS, INC.
ITEM 6. [RESERVED] 32 Table of Contents CF INDUSTRIES HOLDINGS, INC.
(2) On November 2, 2022, we announced that our Board of Directors authorized the repurchase of up to $3 billion of CF Holdings common stock, which is effective through December 31, 2025 (the 2022 Share Repurchase Program). This share repurchase program is discussed in Item 7.
(2) On November 2, 2022, we announced that our Board of Directors (the Board) authorized the repurchase of up to $3 billion of CF Holdings common stock, which was effective through December 31, 2025 (the 2022 Share Repurchase Program).
Added
On May 6, 2025, we announced that the Board authorized the repurchase of up to $2 billion of CF Holdings common stock commencing upon completion of the 2022 Share Repurchase Program and effective through December 31, 2029 (the 2025 Share Repurchase Program). These share repurchase programs are discussed in Item 7.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

2 edited+0 added−0 removed0 unchanged
Biggest changeFinancial Statements and Supplementary Data 57 Report of Independent Registered Public Accounting Firm 57 Consolidated Statements of Operations 59 Consolidated Statements of Comprehensive Income 60 Consolidated Balance Sheets 61 Consolidated Statements of Equity 62 Consolidated Statements of Cash Flows 63 Notes to Consolidated Financial Statements 64
Biggest changeFinancial Statements and Supplementary Data 64 Report of Independent Registered Public Accounting Firm 64 Consolidated Statements of Operations 66 Consolidated Statements of Comprehensive Income 67 Consolidated Balance Sheets 68 Consolidated Statements of Equity 69 Consolidated Statements of Cash Flows 70 Notes to Consolidated Financial Statements 71
Item 6. [Reserved] 29 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 30 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 56 Item 8.
Item 6. [Reserved] 32 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 33 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 63 Item 8.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

185 edited+152 added−86 removed71 unchanged
Biggest changeConsolidated Results of Operations The following table presents our consolidated results of operations and certain supplemental data for the years ended December 31, 2024, 2023 and 2022: Year ended December 31, 2024 2023 2022 2024 v. 2023 2023 v. 2022 (in millions, except as noted) Net sales $ 5,936 $ 6,631 $ 11,186 $ (695) (10) % $ (4,555) (41) % Cost of sales (COS) 3,880 4,086 5,325 (206) (5) % (1,239) (23) % Gross margin 2,056 2,545 5,861 (489) (19) % (3,316) (57) % Gross margin percentage 34.6 % 38.4 % 52.4 % (3.8) % (14.0) % Selling, general and administrative expenses 320 289 290 31 11 % (1) — % U.K. long-lived and intangible asset impairment — — 239 — — % (239) (100) % U.K. operations restructuring — 10 19 (10) (100) % (9) (47) % Acquisition and integration costs 4 39 — (35) (90) % 39 N/M Other operating—net (10) (31) 10 21 68 % (41) N/M Total other operating costs and expenses 314 307 558 7 2 % (251) (45) % Equity in earnings (loss) of operating affiliate 4 (8) 94 12 N/M (102) N/M Operating earnings 1,746 2,230 5,397 (484) (22) % (3,167) (59) % Interest expense 121 150 344 (29) (19) % (194) (56) % Interest income (123) (158) (65) 35 22 % (93) (143) % Loss on debt extinguishment — — 8 — — % (8) (100) % Other non-operating—net (14) (10) 15 (4) (40) % (25) N/M Earnings before income taxes 1,762 2,248 5,095 (486) (22) % (2,847) (56) % Income tax provision 285 410 1,158 (125) (30) % (748) (65) % Net earnings 1,477 1,838 3,937 (361) (20) % (2,099) (53) % Less: Net earnings attributable to noncontrolling interest 259 313 591 (54) (17) % (278) (47) % Net earnings attributable to common stockholders $ 1,218 $ 1,525 $ 3,346 $ (307) (20) % $ (1,821) (54) % Diluted net earnings per share attributable to common stockholders $ 6.74 $ 7.87 $ 16.38 $ (1.13) (14) % $ (8.51) (52) % Diluted weighted-average common shares outstanding 180.7 193.8 204.2 (13.1) (7) % (10.4) (5) % Dividends declared per common share $ 2.00 $ 1.60 $ 1.50 $ 0.40 25 % $ 0.10 7 % Natural gas supplemental data (per MMBtu) Natural gas costs in COS (1) $ 2.28 $ 3.26 $ 7.16 $ (0.98) (30) % $ (3.90) (54) % Realized derivatives loss in COS (2) 0.12 0.41 0.02 (0.29) (71) % 0.39 N/M Cost of natural gas used for production in COS $ 2.40 $ 3.67 $ 7.18 $ (1.27) (35) % $ (3.51) (49) % Average daily market price of natural gas Henry Hub (Louisiana) $ 2.25 $ 2.53 $ 6.38 $ (0.28) (11) % $ (3.85) (60) % Unrealized net mark-to-market (gain) loss on natural gas derivatives $ (35) $ (39) $ 41 $ 4 10 % $ (80) N/M Depreciation and amortization $ 925 $ 869 $ 850 $ 56 6 % $ 19 2 % Capital expenditures $ 518 $ 499 $ 453 $ 19 4 % $ 46 10 % Sales volume by product tons (000s) 18,943 19,130 18,331 (187) (1) % 799 4 % Production volume by product tons (000s): Ammonia (3) 9,800 9,496 9,807 304 3 % (311) (3) % Granular urea 4,404 4,544 4,561 (140) (3) % (17) — % UAN (32%) (4) 6,753 6,852 6,706 (99) (1) % 146 2 % AN 1,392 1,520 1,517 (128) (8) % 3 — % 37 Table of Contents CF INDUSTRIES HOLDINGS, INC. ______________________________________________________________________________ N/M—Not Meaningful (1) 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 cost method.
Biggest changeConsolidated Results of Operations The following table presents our consolidated results of operations and certain supplemental data for the years ended December 31, 2025, 2024 and 2023: Year ended December 31, 2025 2024 2023 2025 v. 2024 2024 v. 2023 (in millions, except as noted) Net sales $ 7,084 $ 5,936 $ 6,631 $ 1,148 19 % $ (695) (10) % Cost of sales (COS) 4,360 3,880 4,086 480 12 % (206) (5) % Gross margin 2,724 2,056 2,545 668 32 % (489) (19) % Gross margin percentage 38.5 % 34.6 % 38.4 % 3.9 % (3.8) % Selling, general and administrative expenses 364 320 289 44 14 % 31 11 % Asset impairment 76 — — 76 N/M — — % U.K. operations restructuring 23 — 10 23 N/M (10) (100) % Acquisition and integration costs — 4 39 (4) (100) % (35) (90) % Other operating—net (25) (10) (31) (15) (150) % 21 68 % Total other operating costs and expenses 438 314 307 124 39 % 7 2 % Equity in earnings (loss) of operating affiliate 14 4 (8) 10 250 % 12 N/M Operating earnings 2,300 1,746 2,230 554 32 % (484) (22) % Interest expense 155 121 150 34 28 % (29) (19) % Interest income (81) (123) (158) 42 34 % 35 22 % Loss on debt extinguishment 6 — — 6 N/M — — % Other non-operating—net (19) (14) (10) (5) (36) % (4) (40) % Earnings before income taxes 2,239 1,762 2,248 477 27 % (486) (22) % Income tax provision 441 285 410 156 55 % (125) (30) % Net earnings 1,798 1,477 1,838 321 22 % (361) (20) % Less: Net earnings attributable to noncontrolling interests 343 259 313 84 32 % (54) (17) % Net earnings attributable to common stockholders $ 1,455 $ 1,218 $ 1,525 $ 237 19 % $ (307) (20) % Diluted net earnings per share attributable to common stockholders $ 8.97 $ 6.74 $ 7.87 $ 2.23 33 % $ (1.13) (14) % Diluted weighted-average common shares outstanding 162.2 180.7 193.8 (18.5) (10) % (13.1) (7) % Dividends declared per common share $ 2.00 $ 2.00 $ 1.60 $ — — % $ 0.40 25 % Natural gas supplemental data (per MMBtu) Natural gas costs in COS (1) $ 3.30 $ 2.28 $ 3.26 $ 1.02 45 % $ (0.98) (30) % Realized derivatives loss in COS (2) 0.01 0.12 0.41 (0.11) (92) % (0.29) (71) % Cost of natural gas used for production in COS $ 3.31 $ 2.40 $ 3.67 $ 0.91 38 % $ (1.27) (35) % Average daily market price of natural gas Henry Hub (Louisiana) $ 3.53 $ 2.25 $ 2.53 $ 1.28 57 % $ (0.28) (11) % Unrealized net mark-to-market loss (gain) on natural gas derivatives $ 5 $ (35) $ (39) $ 40 N/M $ 4 10 % Depreciation and amortization $ 898 $ 925 $ 869 $ (27) (3) % $ 56 6 % Capital expenditures $ 950 $ 518 $ 499 $ 432 83 % $ 19 4 % Sales volume by product tons (000s) 19,057 18,943 19,130 114 1 % (187) (1) % Production volume by product tons (000s): Ammonia (3) 10,120 9,800 9,496 320 3 % 304 3 % Granular urea 4,262 4,404 4,544 (142) (3) % (140) (3) % UAN (32%) (4) 6,934 6,753 6,852 181 3 % (99) (1) % AN 1,253 1,392 1,520 (139) (10) % (128) (8) % ______________________________________________________________________________ N/M—Not Meaningful 43 Table of Contents CF INDUSTRIES HOLDINGS, INC.
Market Conditions Nitrogen Selling Prices and Sales Volume Our nitrogen products are globally traded commodities with selling prices that fluctuate in response to global market conditions, changes in supply and demand, and other cost factors including domestic and local conditions. Intense global competition—reflected in import volumes and prices—strongly influences delivered prices for nitrogen fertilizers.
Nitrogen Selling Prices and Sales Volume Our nitrogen products are globally traded commodities with selling prices that fluctuate in response to global market conditions, changes in supply and demand, and other cost factors including domestic and local conditions. Intense global competition—reflected in import volumes and prices—strongly influences delivered prices for nitrogen fertilizers.
Selling, General and Administrative Expenses Our selling, general and administrative expenses consist primarily of corporate office expenses such as salaries and other payroll-related costs for our executive, administrative, legal, financial, IT, and sales functions, as well as certain taxes and insurance and other professional service fees, including those for corporate initiatives, and amortization of definite-lived intangible assets.
Selling, General and Administrative Expenses Our selling, general and administrative expenses consist primarily of corporate office expenses such as salaries and other payroll-related costs for our executive, administrative, legal, financial, IT, and sales functions, as well as professional service fees, including those for corporate initiatives, amortization of definite-lived intangible assets, and certain taxes and insurance.
During the three-year period ended December 31, 2024, the daily closing price at the Henry Hub, the most heavily-traded natural gas pricing point in North America, reached a low of $1.23 per MMBtu on four consecutive days in November 2024 and a high of $12.97 per MMBtu on four consecutive days in January 2024.
During the three-year period ended December 31, 2025, the daily closing price at the Henry Hub, the most heavily-traded natural gas pricing point in North America, reached a low of $1.23 per MMBtu on four consecutive days in November 2024 and a high of $12.97 per MMBtu on four consecutive days in January 2024.
Changes in currency values may also alter our cost competitiveness relative to producers in other regions of the world. The North American nitrogen fertilizer market for certain products is dependent on imports to balance supply and demand, and imports traditionally account for a significant portion of nitrogen fertilizer products consumed in North America.
Changes in currency values may also alter our cost competitiveness relative to producers in other regions of the world. North American nitrogen fertilizer demand for certain products is dependent on imports to balance supply and demand, and imports traditionally account for a significant portion of nitrogen fertilizer products consumed in North America.
As a result, in our consolidated statement of operations for the year ended December 31, 2024, we recognized $39 million of income consisting of a $36 million reduction in interest expense and $3 million of interest income. 36 Table of Contents CF INDUSTRIES HOLDINGS, INC.
As a result, in our consolidated statement of operations for the year ended December 31, 2024, we recognized $39 million of income consisting of a $36 million reduction in interest expense and $3 million of interest income. 42 Table of Contents CF INDUSTRIES HOLDINGS, INC.
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.
Due to the terms of the NGC Contract, in the third quarter of 2023, 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.
Public Senior Notes Under the indentures (including the applicable supplemental indentures) governing our 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.
Under the indentures (including the applicable supplemental indentures) governing our senior notes due 2034, 2035, 2043 and 2044 identified in the table above (the Public Senior Notes), each series of Public Senior Notes is guaranteed by CF Holdings.
These delays generally subject the customer to potential charges for storage or may be grounds for termination of the contract by us. Such a delay in scheduled shipment or termination of a forward sales contract due to a customer’s inability or unwillingness to perform may negatively impact our reported sales. 51 Table of Contents CF INDUSTRIES HOLDINGS, INC.
These delays generally subject the customer to potential charges for storage or may be grounds for termination of the contract by us. Such a delay in scheduled shipment or termination of a forward sales contract due to a customer’s inability or unwillingness to perform may negatively impact our reported sales. 58 Table of Contents CF INDUSTRIES HOLDINGS, INC.
Our principal assets as of December 31, 2024 include: • six U.S. manufacturing facilities, located in Donaldsonville, Louisiana (the largest ammonia production complex in the world); Sergeant Bluff, Iowa (our Port Neal complex); Yazoo City, Mississippi; Claremore, Oklahoma (our Verdigris complex); Woodward, Oklahoma; and Waggaman, Louisiana.
Our principal assets as of December 31, 2025 include: • six U.S. manufacturing facilities, located in Donaldsonville, Louisiana (the largest ammonia production complex in the world); Sergeant Bluff, Iowa (our Port Neal complex); Yazoo City, Mississippi; Claremore, Oklahoma (our Verdigris complex); Woodward, Oklahoma; and Waggaman, Louisiana.
References to tons refer to short tons. Notes referenced in this discussion and analysis refer to the notes to consolidated financial statements that are found in Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements. For a discussion and analysis of the year ended December 31, 2023 compared to the year ended December 31, 2022, see Item 7.
References to tons refer to short tons. Notes referenced in this discussion and analysis refer to the notes to consolidated financial statements that are found in Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements. For a discussion and analysis of the year ended December 31, 2024 compared to the year ended December 31, 2023, see Item 7.
Impact of employee benefit plan policy change In 2024, we recognized income of $16 million pertaining to a policy change to an employee benefit plan that is included in both cost of sales and selling, general and administrative expenses in our consolidated statement of operations.
Impact of employee benefit plan policy change In 2024, we recognized income of $16 million pertaining to a policy change to an employee benefit plan that was included in both cost of sales and selling, general and administrative expenses in our consolidated statement of operations.
At our Donaldsonville and Yazoo City complexes, our decarbonization projects are leveraging carbon capture and sequestration (CCS) to enable us to convert a portion of our existing ammonia production to low-carbon ammonia.
Decarbonizing our existing network At our Donaldsonville and Yazoo City complexes, our decarbonization projects are leveraging carbon capture and sequestration (CCS) to enable us to convert a portion of our existing ammonia production to low-carbon ammonia production.
The following is a discussion and analysis of our operating results by business segment for the year ended December 31, 2024 compared to the year ended December 31, 2023. For a discussion and analysis of our operating results by business segment for the year ended December 31, 2023 compared to the year ended December 31, 2022, see Item 7.
The following is a discussion and analysis of our operating results by business segment for the year ended December 31, 2025 compared to the year ended December 31, 2024. For a discussion and analysis of our operating results by business segment for the year ended December 31, 2024 compared to the year ended December 31, 2023, see Item 7.
UAN Segment Our UAN segment produces urea ammonium nitrate solution (UAN). UAN, a liquid fertilizer product with a nitrogen content that typically ranges from 28% to 32%, is produced by combining urea and ammonium nitrate. UAN is produced at our Courtright, Donaldsonville, Port Neal, Verdigris, Woodward, and Yazoo City complexes.
UAN, a liquid fertilizer product with a nitrogen content that typically ranges from 28% to 32%, is produced by combining urea and ammonium nitrate. UAN is produced at our Courtright, Donaldsonville, Port Neal, Verdigris, Woodward, and Yazoo City complexes.
Decarbonization projects in our existing network also include our electrolyzer project at our Donaldsonville complex to produce ammonia with hydrogen sourced from an electrolysis process that produces no CO 2 emissions. Commissioning of the 20-megawatt alkaline water electrolysis plant to produce hydrogen was suspended due to an issue experienced in the fourth quarter of 2024.
Abandonment of Electrolyzer Project Decarbonization projects in our existing network included an electrolyzer project at our Donaldsonville complex to produce ammonia with hydrogen sourced from an electrolysis process that produces no CO 2 emissions. Commissioning of the 20-megawatt alkaline water electrolysis plant to produce hydrogen was suspended due to an issue experienced in the fourth quarter of 2024.
As of December 31, 2024 and 2023, the aggregate fair value of the derivative instruments with credit-risk-related contingent features in net liability positions was zero and $34 million, respectively, which also approximates the fair value of the assets that may be needed to settle the obligations if the credit-risk-related contingent features were triggered at the reporting dates.
As of December 31, 2025 and 2024, the aggregate fair value of the derivative instruments with credit-risk-related contingent features in net liability positions was $4 million and zero, respectively, which also approximates the fair value of the assets that may be needed to settle the obligations if the credit-risk-related contingent features were triggered at the reporting dates.
Declines in comparable bond yields would increase our PBO. For our United Kingdom plans, the 3.1% RPI used to calculate our PBO 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.
Declines in comparable bond yields would increase our PBO. For our United Kingdom plans, the 2.8% RPI used to calculate our PBO 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.
Any cash payments received in advance from customers in connection with forward sales contracts are reflected on our consolidated balance sheets as a current liability until control transfers and revenue is recognized. As of December 31, 2024 and 2023, we had $118 million and $130 million, respectively, in customer advances on our consolidated balance sheets.
Any cash payments received in advance from customers in connection with forward sales contracts are reflected on our consolidated balance sheets as a current liability until control transfers and revenue is recognized. As of December 31, 2025 and 2024, we had $77 million and $118 million, respectively, in customer advances on our consolidated balance sheets.
The interest relief from the Alberta TRA is estimated to be approximately $16 million, consisting of interest refunds of $15 million and related interest of $1 million, based on current estimates and foreign currency exchange rates as of December 31, 2024.
The interest relief from the Alberta TRA was estimated to be approximately $16 million, consisting of interest refunds of $15 million and related interest of $1 million, based on estimates and foreign currency exchange rates as of December 31, 2024.
Under the indenture governing the 2026 Notes, in the case of an event of default arising from one of the specified events of bankruptcy or insolvency, the 2026 Notes would become due and payable immediately, and, in the case of any other event of default (other than an event of default related to CF Industries’ and CF Holdings’ reporting obligations), the trustee or the holders of at least 25% in aggregate principal amount of the 2026 Notes then outstanding may declare all of such notes to be due and payable immediately.
Under each indenture governing the Public Senior Notes, in the case of an event of default arising from one of the specified events of bankruptcy or insolvency, the applicable Public Senior Notes would become due and payable immediately, and, in the case of any other event of default (other than an event of default related to CF Industries’ and CF Holdings’ reporting obligations), the trustee or the holders of at least 25% in aggregate principal amount of the applicable Public Senior Notes then outstanding may declare all of such Public Senior Notes to be due and payable immediately.
At both December 31, 2024 and 2023, we had no cash collateral on deposit with counterparties for derivative contracts.
At both December 31, 2025 and 2024, we had no cash collateral on deposit with counterparties for derivative contracts.
We adjust our income tax provision in the period in which these changes occur. As of December 31, 2024, we have recorded a reserve for unrecognized tax benefits, including penalties and interest, of $285 million. We also engage in a significant amount of cross border transactions.
We adjust our income tax provision in the period in which these changes occur. As of December 31, 2025, we have recorded a reserve for unrecognized tax benefits, including penalties and interest, of $357 million. We also engage in a significant amount of cross-border transactions.
In addition, changing political leadership, including the new U.S. presidential administration and regulatory leadership, have proposed, and may propose further, policy, regulatory, and enforcement changes, which are and may continue to be subject to administrative and judicial challenges, that create additional uncertainty for our business. 48 Table of Contents CF INDUSTRIES HOLDINGS, INC.
In addition, political leadership, including the current U.S. presidential administration and regulatory leadership, have proposed, and may propose further, policy, regulatory, and enforcement changes, which are and may continue to be subject to administrative and judicial challenges, that create additional uncertainty for our business. 55 Table of Contents CF INDUSTRIES HOLDINGS, INC.
Nutrient tons represent the tons of nitrogen within the product tons. Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Net Sales.
Nutrient tons represent the tons of nitrogen within the product tons. Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Net Sales.
Nutrient tons represent the tons of nitrogen within the product tons. Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Net Sales.
Nutrient tons represent the tons of nitrogen within the product tons. Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Net Sales.
The amounts involved may be material. Generally, our primary source of cash is cash from operations, which includes cash generated by customer advances. We may also from time to time access the capital markets or engage in borrowings under our revolving credit agreement.
Generally, our primary source of cash is cash from operations, which includes cash generated by customer advances. We may also from time to time access the capital markets or engage in borrowings under our revolving credit agreement.
Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2023 Annual Report on Form 10-K filed with the SEC on February 22, 2024. 41 Table of Contents CF INDUSTRIES HOLDINGS, INC. Ammonia Segment Our Ammonia segment produces anhydrous ammonia (ammonia), which is the base product that we manufacture, containing 82% nitrogen and 18% hydrogen.
Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Annual Report on Form 10-K filed with the SEC on February 20, 2025. 47 Table of Contents CF INDUSTRIES HOLDINGS, INC. Ammonia Segment Our Ammonia segment produces anhydrous ammonia (ammonia), which is the base product that we manufacture, containing 82% nitrogen and 18% hydrogen.
Our minimum commitments to purchase and transport natural gas are based on prevailing market-based forward prices excluding reductions for plant maintenance and turnaround activities. Most of our nitrogen manufacturing facilities are located in the United States and Canada. As a result, the price of natural gas in North America directly impacts a substantial portion of our operating expenses.
Our minimum commitments to purchase and transport natural gas are based on prevailing market-based forward prices excluding reductions for plant maintenance and turnaround activities. All of our ammonia manufacturing plants are located in the United States and Canada. As a result, the price of natural gas in North America directly impacts a substantial portion of our operating expenses.
The December 31, 2024 PBO was computed based on a weighted-average discount rate of 5.2% for our North America plans and 5.5% for our United Kingdom plans, which were based on yields for high-quality (AA rated or better) fixed income debt securities that match the timing and amounts of expected benefit payments as of the measurement date of December 31, 2024.
For our United Kingdom plans, the December 31, 2025 PBO was computed based on a weighted-average discount rate of 5.5% for our United Kingdom plans, which was based on yields for high-quality (AA rated or better) fixed income debt securities that match the timing and amounts of expected benefit payments as of the measurement date of December 31, 2025.
The following is an outline of the discussion and analysis included herein: • Overview of CF Holdings • Market Conditions • Financial Executive Summary • Acquisition of Waggaman Ammonia Production Facility • Items Affecting Comparability of Results • Consolidated Results of Operations • Operating Results by Business Segment • Liquidity and Capital Resources • Critical Accounting Estimates • Recent Accounting Pronouncements Overview of CF Holdings Our Company Our mission is to provide clean energy to feed and fuel the world sustainably.
The following is an outline of the discussion and analysis included herein: • Overview of CF Holdings • Market Conditions and Current Developments • Financial Executive Summary • Items Affecting Comparability of Results • Consolidated Results of Operations • Operating Results by Business Segment • Liquidity and Capital Resources • Critical Accounting Estimates • Recent Accounting Pronouncements Overview of CF Holdings Our Company Our mission is to provide clean energy to feed and fuel the world sustainably.
Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2023 Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 22, 2024.
Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 20, 2025.
Senior Notes Long-term debt presented on our consolidated balance sheets as of December 31, 2024 and 2023 consisted of the following debt securities issued by CF Industries: Effective Interest Rate December 31, 2024 December 31, 2023 Principal Outstanding Carrying Amount (1) Principal Outstanding Carrying Amount (1) (in millions) Public Senior Notes: 5.150% due March 2034 5.293% $ 750 $ 742 $ 750 $ 741 4.950% due June 2043 5.040% 750 742 750 742 5.375% due March 2044 5.478% 750 741 750 741 Senior Secured Notes: 4.500% due December 2026 (2) 4.783% 750 746 750 744 Total long-term debt $ 3,000 $ 2,971 $ 3,000 $ 2,968 _______________________________________________________________________________ (1) Carrying amount is net of unamortized debt discount and deferred debt issuance costs.
Senior Notes Long-term debt presented on our consolidated balance sheets as of December 31, 2025 and 2024 consisted of the following debt securities issued by CF Industries: Effective Interest Rate December 31, 2025 December 31, 2024 Principal Outstanding Carrying Amount (1) Principal Outstanding Carrying Amount (1) (in millions) Public Senior Notes: 5.150% due March 2034 5.293% $ 750 $ 743 $ 750 $ 742 5.300% due November 2035 5.444% 1,000 989 — — 4.950% due June 2043 5.040% 750 742 750 742 5.375% due March 2044 5.478% 750 741 750 741 Senior Secured Notes: 4.500% due December 2026 (2) 4.783% — — 750 746 Total long-term debt $ 3,250 $ 3,215 $ 3,000 $ 2,971 _______________________________________________________________________________ (1) Carrying amount is net of unamortized debt discount and deferred debt issuance costs.
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. The specified margin and the amount of the commitment fee depend on CF Holdings’ credit rating at the time.
We are required to pay a commitment fee on the undrawn portion of the commitments under the Revolving Credit Agreement and customary letter of credit fees. The specified margins and the amount of the commitment fee will depend on CF Holdings’ credit rating at the time.
Producers of nitrogen-based fertilizers located in the Middle East, Trinidad, Africa and Russia have been major exporters to North America in recent years. 32 Table of Contents CF INDUSTRIES HOLDINGS, INC. Farmers’ Economics The demand for fertilizer is affected by the aggregate crop planting decisions and fertilizer application rate decisions of individual farmers.
Producers of nitrogen-based fertilizers located in the Middle East, Trinidad, Africa and Russia have been major exporters to North America in recent years. Farmers’ Economics The demand for fertilizer is affected by the aggregate crop planting decisions and fertilizer application rate decisions of individual farmers.
Interest Income Interest income includes amounts earned on our cash, cash equivalents, and investments and any interest earned related to income tax refunds. Interest income was $123 million in 2024 compared to $158 million in 2023.
Interest Income Interest income includes amounts earned on our cash, cash equivalents, and investments and any interest earned related to income tax refunds. Interest income was $81 million in 2025 compared to $123 million in 2024.
Government energy or carbon policies may also affect regional nitrogen supply and demand. The development of additional natural gas reserves in North America has decreased natural gas costs in North America relative to the rest of the world, making North American nitrogen fertilizer producers more competitive.
Government energy or carbon policies may also affect regional nitrogen supply and demand. The development of additional natural gas reserves in North America has decreased natural gas costs in North America relative to the rest of the world, making North 36 Table of Contents CF INDUSTRIES HOLDINGS, INC. American nitrogen fertilizer producers more competitive.
Planned capital expenditures are generally subject to change due to delays in regulatory approvals or permitting, unanticipated increases in cost, changes in scope and completion time, performance of third parties, delays in the receipt of equipment, adverse weather, defects in materials and workmanship, labor or material shortages, transportation constraints, acceleration or delays in the timing of the work and other unforeseen difficulties.
Planned capital expenditures are generally subject to change due to delays in regulatory approvals or permitting, unanticipated increases in cost, changes in scope and completion time, engineering and construction change orders, performance of third parties, delays in the receipt of equipment, adverse weather, defects in materials and workmanship, labor or material shortages, impact of tariffs, retaliatory measures or other changes in trade policy, transportation constraints, acceleration or delays in the timing of the work and other unforeseen difficulties.
Gross margin also includes the impact of a $10 million unrealized net mark-to-market gain on natural gas derivatives in 2024 compared to an $11 million gain in 2023. 44 Table of Contents CF INDUSTRIES HOLDINGS, INC. AN Segment Our AN segment produces ammonium nitrate (AN).
Gross margin also includes the impact of a $2 million unrealized net mark-to-market loss on natural gas derivatives in 2025 compared to a $10 million gain in 2024. 50 Table of Contents CF INDUSTRIES HOLDINGS, INC. AN Segment Our AN segment produces ammonium nitrate (AN).
Total unamortized debt discount was $6 million and $7 million as of December 31, 2024 and 2023, respectively, and total deferred debt issuance costs were $23 million and $25 million as of December 31, 2024 and 2023, respectively. (2) Effective August 23, 2021, these notes are no longer secured, in accordance with the terms of the applicable indenture.
Total unamortized debt discount was $5 million and $6 million as of December 31, 2025 and 2024, respectively, and total deferred debt issuance costs were $30 million and $23 million as of December 31, 2025 and 2024, respectively. (2) Effective August 23, 2021, these notes were no longer secured, in accordance with the terms of the applicable indenture.
Critical Accounting Estimates Our discussion and analysis of our financial condition, results of operations, liquidity and capital resources is based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. U.S.
Critical Accounting Estimates Our discussion and analysis of our financial condition, results of operations, liquidity and capital resources is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). U.S.
As a result of these factors, natural gas prices have a significant impact on our operating expenses and can thus affect our liquidity. Natural gas costs in our cost of sales, including the impact of realized natural gas derivatives, decreased 35% to $2.40 per MMBtu in 2024 from $3.67 per MMBtu in 2023.
As a result of these factors, natural gas prices have a significant impact on our operating expenses and can thus affect our liquidity. Natural gas costs in our cost of sales, including the impact of realized natural gas derivatives, increased 38% to $3.31 per MMBtu in 2025 from $2.40 per MMBtu in 2024.
Our effective tax rate for 2024 of 16.2%, which is based on pre-tax income of $1.76 billion, would be 2.8 percentage points higher, or 19.0%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interest of $259 million.
Our effective tax rate for 2024 of 16.2%, which is based on pre-tax income of $1.76 billion, would be 2.8 percentage points higher, or 19.0%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interests of $259 million. See Note 10—Income Taxes for additional information.
We may also utilize our cash to fund acquisitions. In addition, we may from time to time seek to retire or purchase our outstanding debt through cash purchases, in open market or privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.
In addition, we may from time to time seek to retire or purchase our outstanding debt through cash purchases, in open market or privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Capital Spending We make capital expenditures to sustain our asset base, increase our capacity or capabilities, improve plant efficiency, comply with various environmental, health and safety requirements, and invest in our clean energy strategy. Capital expenditures totaled $518 million in 2024 compared to $499 million in 2023.
Capital Spending We make capital expenditures to sustain our asset base, increase our capacity or capabilities, improve plant efficiency, comply with various environmental, health and safety requirements, and invest in our clean energy strategy.
These factors that decreased gross margin were partially offset by a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $113 million, and a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $11 million.
These factors that increased gross margin were partially offset by the impact of higher realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $111 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $49 million.
These factors that decreased gross margin were partially offset by a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $12 million, and a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $9 million.
These factors that increased gross margin were partially offset by higher realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $99 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $34 million.
Distributions to Noncontrolling Interest in CFN The CFN Board of Managers approved semi-annual distribution payments for the years ended December 31, 2024, 2023 and 2022, in accordance with CFN’s limited liability company agreement, as follows: Approved and paid Distribution Period Distribution Amount (in millions) First quarter of 2025 Six months ended December 31, 2024 $ 129 Third quarter of 2024 Six months ended June 30, 2024 164 First quarter of 2024 Six months ended December 31, 2023 144 Third quarter of 2023 Six months ended June 30, 2023 204 First quarter of 2023 Six months ended December 31, 2022 255 Third quarter of 2022 Six months ended June 30, 2022 372 Cash Flows Net cash provided by operating activities in 2024 was $2.27 billion, a decrease of $486 million compared to $2.76 billion in 2023.
Distributions to Noncontrolling Interests in CFN The CFN Board of Managers approved semi-annual distribution payments for the years ended December 31, 2025, 2024 and 2023, in accordance with CFN’s limited liability company agreement, as follows: Approved and paid Distribution Period Distribution Amount (in millions) First quarter of 2026 Six months ended December 31, 2025 $ 201 Third quarter of 2025 Six months ended June 30, 2025 175 First quarter of 2025 Six months ended December 31, 2024 129 Third quarter of 2024 Six months ended June 30, 2024 164 First quarter of 2024 Six months ended December 31, 2023 144 Third quarter of 2023 Six months ended June 30, 2023 204 Cash Flows Net cash provided by operating activities in 2025 was $2.75 billion, an increase of $481 million compared to $2.27 billion in 2024.
Storage costs consist of costs incurred prior to final shipment to customers. Freight consists of shipping and handling costs incurred by us to deliver the product to our customer’s intended destination. Our total cost of sales decreased $206 million, or 5%, to $3.88 billion in 2024 as compared to $4.09 billion in 2023.
Storage costs consist of costs incurred prior to final shipment to customers. Freight consists of shipping and handling costs incurred by us to deliver the product to our customer’s intended destination. Our total cost of sales increased $480 million, or 12%, to $4.36 billion in 2025 as compared to $3.88 billion in 2024.
As of December 31, 2024, our open natural gas derivative contracts consisted of natural gas fixed price swaps and basis swaps for 16.0 million MMBtus. As of December 31, 2023, our open natural gas derivative contracts consisted of natural gas fixed price swaps, basis swaps and options for 49.0 million MMBtus.
As of December 31, 2025, our open natural gas derivative contracts consisted of natural gas basis swaps for 13.5 million MMBtus. As of December 31, 2024, our open natural gas derivative contracts consisted of natural gas fixed price swaps and basis swaps for 16.0 million MMBtus.
As of December 31, 2024, our natural gas purchase agreements have remaining terms that range from five months to five years and a total minimum commitment of approximately $2.64 billion, and our natural gas transportation agreements have terms that range from one to eight years and a total minimum commitment of approximately $62 million.
As of December 31, 2025, our natural gas purchase agreements have terms that range from five months to five years and a total minimum commitment of approximately $2.87 billion, and our natural gas transportation agreements have terms that range from one to five years and a total minimum commitment of approximately $254 million.
The decrease was due primarily to lower realized natural gas costs, including the impact of realized derivatives, partially offset by higher costs for maintenance, repairs and certain unabsorbed fixed costs as a result of plant downtime, including the impact of the adverse weather in January 2024 as discussed above.
The increase was due primarily to higher realized natural gas costs, including the impact of realized derivatives, partially offset by lower costs for maintenance activity in 2025 compared to 2024, which included higher costs for maintenance, repairs and certain unabsorbed fixed costs as a result of plant downtime, including the impact of the adverse weather in the first quarter of 2024 as discussed above.
Impairment of equity method investment in PLNL PLNL, our joint venture in Trinidad, operates an ammonia plant that relies on natural gas supplied, under a gas sales contract (the NGC Contract), by The National Gas Company of Trinidad and Tobago Limited (NGC). The NGC Contract had an expiration date of September 2023.
PLNL is our joint venture investment in Trinidad and operates an ammonia plant that relies on natural gas supplied, under a gas sales contract (the NGC Contract), by The National Gas Company of Trinidad and Tobago Limited (NGC). The joint venture is accounted for under the equity method.
As a result, there are instances where regulators within the jurisdictions involved in a cross-border transaction may reach different conclusions regarding the taxability of the transaction in their respective jurisdictions based on the same set of facts and circumstances. We work closely with regulators to reach a common understanding and conclusion regarding the taxability of cross border transactions.
As a result, there are instances where regulators within the jurisdictions involved in a cross-border transaction may reach different conclusions regarding the taxability of the transaction in their respective jurisdictions based on the same set of facts and circumstances.
(CHS) owns the remainder (see Note 19—Noncontrolling Interest for additional information on our strategic venture with CHS); • two Canadian manufacturing facilities, located in Medicine Hat, Alberta (the largest ammonia production complex in Canada) and Courtright, Ontario; • a United Kingdom manufacturing facility located in Billingham; • an extensive system of terminals and associated transportation equipment located primarily in the Midwestern United States; and 30 Table of Contents CF INDUSTRIES HOLDINGS, INC. • a 50% interest in Point Lisas Nitrogen Limited (PLNL), an ammonia production joint venture located in Trinidad and Tobago (Trinidad) that we account for under the equity method.
(CHS) owns the remainder (see Note 18—Noncontrolling Interests for additional information on our strategic venture with CHS); • two Canadian manufacturing facilities, located in Medicine Hat, Alberta (the largest ammonia production complex in Canada) and Courtright, Ontario; 33 Table of Contents CF INDUSTRIES HOLDINGS, INC. • a United Kingdom manufacturing facility located in Billingham; • an extensive system of terminals and associated transportation equipment located primarily in the Midwestern United States; • a 50% interest in Point Lisas Nitrogen Limited (PLNL), an ammonia production joint venture located in Trinidad and Tobago (Trinidad) that we account for under the equity method; and • a 40% interest in Blue Point Number One, LLC, a joint venture formed on April 8, 2025 (the Blue Point joint venture), to construct a manufacturing plant at our Blue Point complex located in Modeste, Louisiana.
Total other operating costs and expenses (consisting primarily of selling, general and administrative expenses and other operating—net) and non-operating expenses (consisting primarily of interest and income taxes), are centrally managed and are not included in the measurement of segment profitability reviewed by management.
Our management uses gross margin to evaluate segment performance and allocate resources. Total other operating costs and expenses (consisting primarily of selling, general and administrative expenses and other operating—net) and non-operating expenses (consisting primarily of interest and income taxes), are centrally managed and are not included in the measurement of segment profitability reviewed by management.
As a result, we recorded an impairment of our equity method investment in PLNL of $43 million, which is reflected in equity in earnings (loss) of operating affiliate in our consolidated statement of operations for the year ended December 31, 2023.
As a result, we recorded an impairment of our equity method investment in PLNL of $43 million, which is reflected in equity in earnings (loss) of operating affiliate in our consolidated statement of operations for the year ended December 31, 2023. The NGC Contract was scheduled to expire on January 1, 2026.
We include our share of the net earnings from our equity method investment in PLNL as an element of earnings from operations because this investment provides additional production and is integrated with our other supply chain and sales activities.
We include our share of the net earnings from our equity method investment in PLNL as an element of earnings from operations because this investment provides additional production and is integrated with our other supply chain and sales activities. Equity in earnings of operating affiliate was $14 million in 2025 compared to $4 million in 2024.
The credit support documents executed in connection with certain of our ISDA agreements generally provide us and our counterparties the right to set off collateral against amounts owing under the ISDA agreements upon the occurrence of a default or a specified termination event. Defined Benefit Pension Plans We made cash contributions of $22 million to our pension plans in 2024.
The credit support documents executed in connection with certain of our ISDA agreements generally provide us and our counterparties the right to set off collateral against amounts owing under the ISDA agreements upon the occurrence of a default or a specified termination event.
In 2024, we paid $1.51 billion for share repurchases compared to $580 million for share repurchases in 2023. In 2024, dividends paid on common stock were $364 million compared to $311 million in 2023.
In 2025, we paid $1.37 billion for share repurchases compared to $1.51 billion for share repurchases in 2024. In 2025, dividends paid on common stock were $326 million in 2025 compared to $364 million in 2024.
Diluted weighted-average common shares outstanding were 180.7 million shares for the year ended December 31, 2024, a decrease of 7% compared to diluted weighted-average common shares outstanding of 193.8 million shares for the year ended December 31, 2023.
Diluted weighted-average common shares outstanding were 162.2 million shares for the year ended December 31, 2025, a decrease of 10% compared to diluted weighted-average common shares outstanding of 180.7 million shares for the year ended December 31, 2024.
If NGC does not make sufficient quantities of natural gas available to PLNL at prices that permit profitable operations, PLNL may cease operating its facility and we would write off the remaining investment in PLNL. The carrying value of our equity method investment in PLNL at December 31, 2024 was $29 million.
If NGC does not make sufficient quantities of natural gas available to PLNL at prices and terms that permit profitable operations, PLNL may cease operating its facility, which would trigger an impairment assessment of our remaining investment in PLNL. The carrying value of our equity method investment in PLNL at December 31, 2025 was $32 million.
Borrowings under the 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 Revolving Credit Agreement. Borrowings under the Revolving Credit Agreement can be denominated in U.S. dollars, Canadian dollars, euros and British pounds.
Borrowings under the 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 Revolving Credit Agreement.
Sales volume for our products in 2024, 2023 and 2022 is shown in the table below. 2024 2023 2022 Sales Volume (tons) Net Sales Sales Volume (tons) Net Sales Sales Volume (tons) Net Sales (tons in thousands; dollars in millions) Ammonia 4,085 $ 1,736 3,546 $ 1,679 3,300 $ 3,090 Granular Urea 4,522 1,600 4,570 1,823 4,572 2,892 UAN 6,771 1,678 7,237 2,068 6,788 3,572 AN 1,464 419 1,571 497 1,594 845 Other (1) 2,101 503 2,206 564 2,077 787 Total 18,943 $ 5,936 19,130 $ 6,631 18,331 $ 11,186 _______________________________________________________________________________ (1) Other segment products primarily include DEF, urea liquor, nitric acid and aqua ammonia.
Sales volume for our products in 2025, 2024 and 2023 is shown in the table below. 2025 2024 2023 Sales Volume (tons) Net Sales Sales Volume (tons) Net Sales Sales Volume (tons) Net Sales (tons in thousands; dollars in millions) Ammonia 4,597 $ 2,176 4,085 $ 1,736 3,546 $ 1,679 Granular Urea 4,109 1,781 4,522 1,600 4,570 1,823 UAN 6,947 2,161 6,771 1,678 7,237 2,068 AN 1,327 421 1,464 419 1,571 497 Other (1) 2,077 545 2,101 503 2,206 564 Total 19,057 $ 7,084 18,943 $ 5,936 19,130 $ 6,631 _______________________________________________________________________________ (1) Other segment products primarily include DEF, urea liquor, nitric acid and aqua ammonia.
Gross margin also includes the impact of a $1 million unrealized net mark-to-market gain on natural gas derivatives in 2024 compared to a $2 million gain in 2023. 45 Table of Contents CF INDUSTRIES HOLDINGS, INC.
Gross margin also includes the impact of a $2 million unrealized net mark-to-market gain on natural gas derivatives in 2024 that did not recur in 2025. 52 Table of Contents CF INDUSTRIES HOLDINGS, INC.
In addition, interest relief from the Alberta TRA is estimated to be approximately $16 million, consisting of interest refunds of $15 million and related interest of $1 million, based on current estimates and foreign currency exchange rates as of December 31, 2024. We expect to receive the interest refunds from the Alberta TRA in the first half of 2025.
The interest relief from the Alberta TRA was estimated to be approximately $16 million, consisting of interest refunds of $15 million and related interest of $1 million, based on estimates and foreign currency exchange rates as of December 31, 2024.
Cost of sales in our UAN segment averaged $158 per ton in 2024, a 9% decrease from $173 per ton in 2023, due primarily to the impact of lower realized natural gas costs, including the impact of realized derivatives. Gross Margin.
Cost of sales in our UAN segment averaged $178 per ton in 2025, a 13% increase from $158 per ton in 2024, due primarily to higher realized natural gas costs, including the impact of realized derivatives. Gross Margin.
The following table presents summary operating data for our UAN segment: Year ended December 31, 2024 2023 2022 2024 v. 2023 2023 v. 2022 (in millions, except as noted) Net sales $ 1,678 $ 2,068 $ 3,572 $ (390) (19) % $ (1,504) (42) % Cost of sales 1,069 1,251 1,489 (182) (15) % (238) (16) % Gross margin $ 609 $ 817 $ 2,083 $ (208) (25) % $ (1,266) (61) % Gross margin percentage 36.3 % 39.5 % 58.3 % (3.2) % (18.8) % Sales volume by product tons (000s) 6,771 7,237 6,788 (466) (6) % 449 7 % Sales volume by nutrient tons (000s) (1) 2,142 2,283 2,148 (141) (6) % 135 6 % Average selling price per product ton $ 248 $ 286 $ 526 $ (38) (13) % $ (240) (46) % Average selling price per nutrient ton (1) $ 783 $ 906 $ 1,663 $ (123) (14) % $ (757) (46) % Gross margin per product ton $ 90 $ 113 $ 307 $ (23) (20) % $ (194) (63) % Gross margin per nutrient ton (1) $ 284 $ 358 $ 970 $ (74) (21) % $ (612) (63) % Depreciation and amortization $ 268 $ 288 $ 269 $ (20) (7) % $ 19 7 % Unrealized net mark-to-market (gain) loss on natural gas derivatives $ (10) $ (11) $ 14 $ 1 9 % $ (25) N/M ______________________________________________________________________________ N/M—Not Meaningful (1) UAN represents between 28% and 32% of nitrogen content, depending on the concentration specified by the customer.
The following table presents summary operating data for our UAN segment: Year ended December 31, 2025 2024 2023 2025 v. 2024 2024 v. 2023 (in millions, except as noted) Net sales $ 2,161 $ 1,678 $ 2,068 $ 483 29 % $ (390) (19) % Cost of sales 1,240 1,069 1,251 171 16 % (182) (15) % Gross margin $ 921 $ 609 $ 817 $ 312 51 % $ (208) (25) % Gross margin percentage 42.6 % 36.3 % 39.5 % 6.3 % (3.2) % Sales volume by product tons (000s) 6,947 6,771 7,237 176 3 % (466) (6) % Sales volume by nutrient tons (000s) (1) 2,199 2,142 2,283 57 3 % (141) (6) % Average selling price per product ton $ 311 $ 248 $ 286 $ 63 25 % $ (38) (13) % Average selling price per nutrient ton (1) $ 983 $ 783 $ 906 $ 200 26 % $ (123) (14) % Gross margin per product ton $ 133 $ 90 $ 113 $ 43 48 % $ (23) (20) % Gross margin per nutrient ton (1) $ 419 $ 284 $ 358 $ 135 48 % $ (74) (21) % Depreciation and amortization $ 265 $ 268 $ 288 $ (3) (1) % $ (20) (7) % Unrealized net mark-to-market loss (gain) on natural gas derivatives $ 2 $ (10) $ (11) $ 12 N/M $ 1 9 % ______________________________________________________________________________ N/M—Not Meaningful (1) UAN represents between 28% and 32% of nitrogen content, depending on the concentration specified by the customer.
In addition to the impact of market conditions and the acquisition of the Waggaman ammonia production facility discussed above, certain items affected the comparability of our financial results during the years ended December 31, 2024 and 2023. The following table and related discussion outline these items and their impact on the comparability of our financial results for these periods.
In addition to the impact of market conditions and current developments, including 45Q Tax Credits, discussed above, certain items affected the comparability of our financial results during the years ended December 31, 2025 and 2024. The following table and related discussion outline these items and their impact on the comparability of our financial results for these periods.
Other Operating—Net Other operating—net includes administrative costs that do not relate directly to our central operations and can include foreign currency transaction gains and losses, unrealized gains and losses on foreign currency derivatives, litigation expenses, gains and losses on the disposal of fixed assets and FEED study costs related to our clean energy initiatives.
Other Operating—Net Other operating—net includes administrative costs that do not relate directly to our central operations and can include foreign currency transaction gains and losses, unrealized gains and losses on foreign currency derivatives, litigation expenses, gains and losses on the disposal of fixed assets, costs related to our clean energy initiatives, such as front-end engineering and design (FEED) study costs and development costs for our Blue Point joint venture, and 45Q Tax Credits.
Borrowings 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.
Borrowings in U.S. dollars bear interest at an annual rate equal to, at our option, an applicable adjusted term secured overnight financing rate (or a similar benchmark rate for non-U.S. dollar borrowings) plus a specified margin, or base rate plus a specified margin.
The factors we use are consistent with those used in our internal planning process. The recoverability of the values associated with our goodwill, long-lived assets and our investment in an unconsolidated affiliate is dependent upon future operating performance of the specific businesses to which 53 Table of Contents CF INDUSTRIES HOLDINGS, INC. they are attributed.
Judgment is involved in estimating each of these factors, which include inherent uncertainties. The factors we use are consistent with those used in our internal planning process. The recoverability of the values associated with our goodwill, long-lived assets and our investment in an unconsolidated affiliate is dependent upon future operating performance of the specific businesses to which they are attributed.
The following table presents summary operating data for our Granular Urea segment: Year ended December 31, 2024 2023 2022 2024 v. 2023 2023 v. 2022 (in millions, except as noted) Net sales $ 1,600 $ 1,823 $ 2,892 $ (223) (12) % $ (1,069) (37) % Cost of sales 926 1,010 1,328 (84) (8) % (318) (24) % Gross margin $ 674 $ 813 $ 1,564 $ (139) (17) % $ (751) (48) % Gross margin percentage 42.1 % 44.6 % 54.1 % (2.5) % (9.5) % Sales volume by product tons (000s) 4,522 4,570 4,572 (48) (1) % (2) — % Sales volume by nutrient tons (000s) (1) 2,080 2,102 2,103 (22) (1) % (1) — % Average selling price per product ton $ 354 $ 399 $ 633 $ (45) (11) % $ (234) (37) % Average selling price per nutrient ton (1) $ 769 $ 867 $ 1,375 $ (98) (11) % $ (508) (37) % Gross margin per product ton $ 149 $ 178 $ 342 $ (29) (16) % $ (164) (48) % Gross margin per nutrient ton (1) $ 324 $ 387 $ 744 $ (63) (16) % $ (357) (48) % Depreciation and amortization $ 284 $ 285 $ 272 $ (1) — % $ 13 5 % Unrealized net mark-to-market (gain) loss on natural gas derivatives $ (9) $ (11) $ 13 $ 2 18 % $ (24) N/M ______________________________________________________________________________ N/M—Not Meaningful (1) Granular urea represents 46% nitrogen content.
The following table presents summary operating data for our Granular Urea segment: Year ended December 31, 2025 2024 2023 2025 v. 2024 2024 v. 2023 (in millions, except as noted) Net sales $ 1,781 $ 1,600 $ 1,823 $ 181 11 % $ (223) (12) % Cost of sales 944 926 1,010 18 2 % (84) (8) % Gross margin $ 837 $ 674 $ 813 $ 163 24 % $ (139) (17) % Gross margin percentage 47.0 % 42.1 % 44.6 % 4.9 % (2.5) % Sales volume by product tons (000s) 4,109 4,522 4,570 (413) (9) % (48) (1) % Sales volume by nutrient tons (000s) (1) 1,890 2,080 2,102 (190) (9) % (22) (1) % Average selling price per product ton $ 433 $ 354 $ 399 $ 79 22 % $ (45) (11) % Average selling price per nutrient ton (1) $ 942 $ 769 $ 867 $ 173 22 % $ (98) (11) % Gross margin per product ton $ 204 $ 149 $ 178 $ 55 37 % $ (29) (16) % Gross margin per nutrient ton (1) $ 443 $ 324 $ 387 $ 119 37 % $ (63) (16) % Depreciation and amortization $ 253 $ 284 $ 285 $ (31) (11) % $ (1) — % Unrealized net mark-to-market loss (gain) on natural gas derivatives $ 1 $ (9) $ (11) $ 10 N/M $ 2 18 % ______________________________________________________________________________ N/M—Not Meaningful (1) Granular urea represents 46% nitrogen content.
Capitalized interest relating to the construction of major capital projects reduces interest expense as the interest is capitalized and amortized over the estimated useful lives of the related assets. Interest expense was $121 million in 2024 compared to $150 million in 2023.
Capitalized interest relating to 45 Table of Contents CF INDUSTRIES HOLDINGS, INC. the construction of major capital projects reduces interest expense as the interest is capitalized and amortized over the estimated useful lives of the related assets. Interest expense was $155 million in 2025 compared to $121 million in 2024.
In 2024 and 2023, we recognized unrealized net mark-to-market gains on natural gas derivatives of $35 million and $39 million, respectively, which is reflected in cost of sales in our consolidated statements of operations. Derivatives expose us to counterparties and the risks associated with their ability to meet the terms of the contracts.
In 2025, we recognized an unrealized net mark-to-market loss of $5 million compared to a gain of $35 million in 2024, which is reflected in cost of sales in our consolidated statements of operations. Derivatives expose us to counterparties and the risks associated with their ability to meet the terms of the contracts.
Factors that we must estimate when performing impairment tests include production and sales volumes, selling prices, raw material costs, operating rates, operating expenses, inflation, discount rates, exchange rates, tax rates, capital spending and the impact that future market dynamics and geopolitical events could have on these factors. Judgment is involved in estimating each of these factors, which include inherent uncertainties.
Factors that we must estimate when performing impairment tests include production and sales volumes, selling 60 Table of Contents CF INDUSTRIES HOLDINGS, INC. prices, raw material costs, operating rates, operating expenses, inflation, discount rates, exchange rates, tax rates, capital spending and the impact that future market dynamics and geopolitical events could have on these factors.
Gross margin also includes the impact of a $13 million unrealized net mark-to-market gain on natural gas derivatives in 2024 compared to an $11 million gain in 2023. Granular Urea Segment Our Granular Urea segment produces granular urea, which contains 46% nitrogen.
Gross margin also includes the impact of a $2 million unrealized net mark-to-market loss on natural gas derivatives in 2025 compared to a $13 million gain in 2024. 48 Table of Contents CF INDUSTRIES HOLDINGS, INC. Granular Urea Segment Our Granular Urea segment produces granular urea, which contains 46% nitrogen.
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 2022 Share Repurchase Program).
On November 2, 2022, the Board authorized the repurchase of up to $3 billion of CF Holdings common stock, which commenced in the second quarter of 2023 upon completion of our previous share repurchase program and was effective through December 31, 2025 (the 2022 Share Repurchase Program).
The following table presents summary operating data for our AN segment: Year ended December 31, 2024 2023 2022 2024 v. 2023 2023 v. 2022 (in millions, except as noted) Net sales $ 419 $ 497 $ 845 $ (78) (16) % $ (348) (41) % Cost of sales 340 359 597 (19) (5) % (238) (40) % Gross margin $ 79 $ 138 $ 248 $ (59) (43) % $ (110) (44) % Gross margin percentage 18.9 % 27.8 % 29.3 % (8.9) % (1.5) % Sales volume by product tons (000s) 1,464 1,571 1,594 (107) (7) % (23) (1) % Sales volume by nutrient tons (000s) (1) 501 538 545 (37) (7) % (7) (1) % Average selling price per product ton $ 286 $ 316 $ 530 $ (30) (9) % $ (214) (40) % Average selling price per nutrient ton (1) $ 836 $ 924 $ 1,550 $ (88) (10) % $ (626) (40) % Gross margin per product ton $ 54 $ 88 $ 156 $ (34) (39) % $ (68) (44) % Gross margin per nutrient ton (1) $ 158 $ 257 $ 455 $ (99) (39) % $ (198) (44) % Depreciation and amortization $ 39 $ 48 $ 61 $ (9) (19) % $ (13) (21) % Unrealized net mark-to-market gain on natural gas derivatives $ (1) $ (2) $ (2) $ 1 50 % $ — — % _______________________________________________________________________________ (1) AN represents between 29% and 35% of nitrogen content.
The following table presents summary operating data for our AN segment: Year ended December 31, 2025 2024 2023 2025 v. 2024 2024 v. 2023 (in millions, except as noted) Net sales $ 421 $ 419 $ 497 $ 2 — % $ (78) (16) % Cost of sales 342 340 359 2 1 % (19) (5) % Gross margin $ 79 $ 79 $ 138 $ — — % $ (59) (43) % Gross margin percentage 18.8 % 18.9 % 27.8 % (0.1) % (8.9) % Sales volume by product tons (000s) 1,327 1,464 1,571 (137) (9) % (107) (7) % Sales volume by nutrient tons (000s) (1) 457 501 538 (44) (9) % (37) (7) % Average selling price per product ton $ 317 $ 286 $ 316 $ 31 11 % $ (30) (9) % Average selling price per nutrient ton (1) $ 921 $ 836 $ 924 $ 85 10 % $ (88) (10) % Gross margin per product ton $ 60 $ 54 $ 88 $ 6 11 % $ (34) (39) % Gross margin per nutrient ton (1) $ 173 $ 158 $ 257 $ 15 9 % $ (99) (39) % Depreciation and amortization $ 33 $ 39 $ 48 $ (6) (15) % $ (9) (19) % Unrealized net mark-to-market gain on natural gas derivatives $ — $ (1) $ (2) $ 1 100 % $ 1 50 % _______________________________________________________________________________ (1) AN represents between 29% and 35% of nitrogen content.
Cost of Sales Our cost of sales includes manufacturing costs, purchased product costs, distribution and storage costs, and freight. Manufacturing costs, the most significant element of cost of sales, consist primarily of raw materials, realized and unrealized gains and losses on natural gas derivatives, maintenance, direct labor, depreciation and other plant overhead expenses.
Manufacturing costs, the most significant element of cost of sales, consist primarily of raw materials, realized and unrealized gains and losses on natural gas derivatives, maintenance, direct labor, depreciation and other plant overhead expenses. Natural gas is the principal raw material used in our production of nitrogen products.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of and during the years ended December 31, 2024 and 2023, there were no borrowings outstanding under the Revolving Credit Agreement. Foreign Currency Exchange Rates We are directly exposed to changes in the value of the Canadian dollar, the British pound and the euro.
Biggest changeAs of December 31, 2025 and 2024, and during the years then ended, there were no borrowings outstanding under our revolving credit agreement. Foreign Currency Exchange Rates We are directly exposed to changes in the value of the Canadian dollar, the British pound and the euro.
A $1.00 per MMBtu change in the price of natural gas would change the cost to produce a ton of ammonia, granular urea, UAN (assuming a 32% nitrogen content) and AN by approximately $33, $22, $14 and $16, respectively. Natural gas is the largest and most volatile component of the manufacturing cost for nitrogen-based products.
A $1.00 per MMBtu change in the price of natural gas would change the cost to produce a ton of ammonia, granular urea, UAN (assuming a 32% nitrogen content) and AN by approximately $32, $22, $14 and $16, respectively. Natural gas is the largest and most volatile component of the manufacturing cost for nitrogen-based products.
We generally do not maintain any exchange rate derivatives or hedges related to these currencies, but we may from time to time use foreign currency derivatives (primarily forward exchange contracts) to mitigate foreign currency exchange rate risk. 56 Table of Contents CF INDUSTRIES HOLDINGS, INC.
We generally do not maintain any exchange rate derivatives or hedges related to these currencies, but we may from time to time use foreign currency derivatives (primarily forward exchange contracts) to mitigate foreign currency exchange rate risk. 63 Table of Contents CF INDUSTRIES HOLDINGS, INC.
A $1.00 per MMBtu increase in the forward curve prices of natural gas at December 31, 2024 would result in a favorable change in the fair value of these derivative positions of approximately $14 million, and a $1.00 per MMBtu decrease in the forward curve prices of natural gas would change their fair value unfavorably by approximately $14 million.
A $1.00 per MMBtu increase in the forward curve prices of natural gas at December 31, 2025 would result in a favorable change in the fair value of these derivative positions of approximately $13 million, and a $1.00 per MMBtu decrease in the forward curve prices of natural gas would change their fair value unfavorably by approximately $13 million.
In addition, from time to time, we may purchase nitrogen products on the open market to augment or replace production at our facilities. Interest Rates As of December 31, 2024, we had four series of senior notes totaling $3.00 billion of principal outstanding with maturity dates of December 1, 2026, March 15, 2034, June 1, 2043 and March 15, 2044.
In addition, from time to time, we may purchase nitrogen products on the open market to augment or replace production at our facilities. Interest Rates As of December 31, 2025, we had four series of senior notes totaling $3.25 billion of principal outstanding with maturity dates of March 15, 2034, November 26, 2035, June 1, 2043 and March 15, 2044.
The senior notes have fixed interest rates. As of December 31, 2024, the carrying value and fair value of our senior notes was approximately $2.97 billion and $2.83 billion, respectively. Our primary exposure to interest rate risk results from borrowings under the Revolving Credit Agreement, if any, which bear current market rates of interest plus a specified margin.
The senior notes have fixed interest rates. As of December 31, 2025, the carrying value and fair value of our senior notes was approximately $3.22 billion and $3.13 billion, respectively. Our primary exposure to interest rate risk results from borrowings under our revolving credit agreement, if any, which bear current market rates of interest plus a specified margin.
As of December 31, 2024, we had natural gas derivative contracts covering certain periods through March 2025. As of December 31, 2024 and 2023, we had open natural gas derivative contracts for 16.0 million MMBtus and 49.0 million MMBtus, respectively.
As of December 31, 2025, we had natural gas derivative contracts covering certain periods through March 2027. As of December 31, 2025 and 2024, we had open natural gas derivative contracts for 13.5 million MMBtus and 16.0 million MMBtus, respectively.

Other CF 10-K year-over-year comparisons