10-K 0001324404-26-000007 (2026-02-25) vs 10-K 0001324404-25-000006 (2025-02-20)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 14,139 |
11.4% |
| MD&A | Item 7 | 18,579 |
41.2% |
| Legal Proceedings | Item 3 | 106 |
not compared |
| Accounting Policies | Item 8, Note 2 – Summary of Significant Accounting Policies | 3,338 |
12.1% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 238 words changed in this paragraph; it is 35% similar to last year's version.
Our reportable segment structure reflects how our chief operating decision maker, as defined in accounting principles generally accepted in the United States (U.S. GAAP), assesses the performance segments consist of our reportable segments Ammonia, Granular Urea, UAN, AN and makes decisions about resource allocation. Other. These segments are differentiated by products. 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. The following table presents summary operating results by business segment: Ammonia(1) Granular Urea(2) UAN(2) AN(2) Other(2) Consolidated (in millions) Year ended December 31, 2024 Net sales $ 1,736 $ 1,600 $ 1,678 $ 419 $ 503 $ 5,936 Cost of sales 1,243 926 1,069 340 302 3,880 Gross margin $ 493 $ 674 $ 609 $ 79 $ 201 $ 2,056 Gross margin percentage 28.4 % 42.1 % 36.3 % 18.9 % 40.0 % 34.6 % Year ended December 31, 2023 Net sales $ 1,679 $ 1,823 $ 2,068 $ 497 $ 564 $ 6,631 Cost of sales 1,138 1,010 1,251 359 328 4,086 Gross margin $ 541 $ 813 $ 817 $ 138 $ 236 $ 2,545 Gross margin percentage 32.2 % 44.6 % 39.5 % 27.8 % 41.8 % 38.4 % Year ended December 31, 2022 Net sales $ 3,090 $ 2,892 $ 3,572 $ 845 $ 787 $ 11,186 Cost of sales 1,491 1,328 1,489 597 420 5,325 Gross margin $ 1,599 $ 1,564 $ 2,083 $ 248 $ 367 $ 5,861 Gross margin percentage 51.7 % 54.1 % 58.3 % 29.3 % 46.6 % 52.4 % See Note 21—Segment Disclosures for additional information.
Source: Item 7, 10-K 0001324404-26-000007 vs Item 7, 10-K 0001324404-25-000006
Risk Factors 117 words changed in this paragraph; it is 65% similar to last year's version.
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. 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. This may expose us to additional risks and uncertainties because we may be dependent upon and subject to liability, losses, or reputational damage relating to systems, controls, and personnel that are not under our control. These risks may be exacerbated when the joint venture is operating outside the United States due to geopolitical and political uncertainty and differences in language, culture, and regulation, as well as the factors listed above that are relevant to our international operations.
Source: Item 1A, 10-K 0001324404-26-000007 vs Item 1A, 10-K 0001324404-25-000006
Accounting Policies 96 words changed in this paragraph; it is 44% similar to last year's version.
Natural gas is the principal raw material used to produce nitrogen-based products. We manage the risk of changes in natural gas prices primarily through the use of derivative financial instruments. The derivative instruments that we use are primarily natural gas fixed price swaps, basis swaps and options traded in the over-the-counter (OTC) markets. The derivatives reference primarily a NYMEX futures price index, which represent the basis for fair value at any given time. These derivatives are traded in months forward and settlements are scheduled to coincide with anticipated gas purchases during those future periods. From time to time, we may also use derivative financial instruments to reduce our exposure to changes in foreign currency exchange rates. We do not use derivatives for trading purposes and are not a party to any leveraged derivatives.
Source: Item 8, Note 2 – Summary of Significant Accounting Policies, 10-K 0001324404-26-000007 vs Item 8, Note 2 – Summary of Significant Accounting Policies, 10-K 0001324404-25-000006
Every change, by type
Sentences and paragraphs of CF's Risk Factors and MD&A, 10-K 2026-02-25 against 10-K 2025-02-20.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
Further, we are subject to continually evolving GHG regulations and other environmental laws and regulations in various jurisdictions. Changes in these regulations in any jurisdiction to which we are subject, or in their interpretation, administration or enforcement, may have a material adverse effect on our business, financial condition, results of operations and cash flows and may increase costs associated with compliance, particularly in the event of a cross-jurisdictional conflict.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedRisk Factors
Beginning on January 1, 2026, importers of nitrogen fertilizer products into the EU became subject to its carbon border adjustment mechanism (CBAM) and will be required to purchase certificates in 2027 reflecting the direct and indirect carbon emissions embedded in covered imports. While some EU member state officials, including from France and Italy, are advocating that the EU Commission temporarily suspend the application of the CBAM to fertilizers, or for fertilizers to be wholly excluded from it, the EU has not yet adopted an exemption process, and it remains unclear whether such efforts will be successful. Other governments are also considering border taxes for carbon-intensive products, including the United Kingdom, which is introducing a carbon border adjustment mechanism currently expected to apply from January 1, 2027. The imposition of border taxes, the details of their implementation and uncertainty arising from suspensions of or exemptions to them may impact the development of a market for low-carbon ammonia, investments in low-carbon ammonia, including our returns on such investments, and trade flows, which could adversely impact our business.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedRisk Factors
We have and may enter into joint ventures to invest in our business. For example, in 2025, we entered into a joint venture with two Japanese partners to build a greenfield plant to produce low-carbon ammonia. This joint venture and other similar
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedRisk Factors
•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;
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedRisk Factors
•our ability to fund the capital expenditure needs related to the joint venture at our Blue Point complex, which may exceed our current estimates;
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedRisk Factors
•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;
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedRisk Factors
•reliance on third party providers of transportation services and equipment, including those related to carbon dioxide sequestration;
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedRisk Factors
•regulatory provisions and requirements related to GHG emissions and sustainability matters, including announced or future changes in environmental or climate change or sustainability laws;
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedRisk Factors
•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.
Read it in 10-K 2026-02-25 at sec.gov ↗
RemovedRisk Factors
The EU finalized its overall carbon border adjustment mechanism in May 2023. During the interim phase, covering imports, including nitrogenous fertilizers, entering the EU from the fourth quarter of 2023 through the fourth quarter of 2025, importers must file quarterly reports on the emissions intensity of covered products. For imports that enter the EU starting in 2026, charges will be required for emissions over certain thresholds, with the EU still to set forth additional details. Other governments are also considering border taxes for carbon intensive products. The imposition of any such taxes may impact investment and trade flows, which could adversely impact our business.
Read it in 10-K 2025-02-20 at sec.gov ↗
RewordedRisk Factors
In recent years, LNG export capabilities of the United States have expanded and LNG exports from the United States have increased, resulting in the United States becoming the a leading exporter of LNG globally as of 2023, and such globally, with further expanded capabilities and export increases in exports are expected to continue following the resumption of U.S. export permitting in 2025.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
In addition to regulations restricting concerning the emission of GHGs, many jurisdictions have implemented or are considering regulations requiring the disclosure of certain climate and other sustainability information, including related to companies’ efforts to reduce GHG emissions, impacts on the environment and risks associated with climate change. change, as well as regulations concerning environmental claims (such as the UK Green Claims Code and EU Empowering Consumers Directive 2024/825), breaches of which may result in significant financial penalties.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
Expansion or modification of our existing 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.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
While Even with extensive preparation and diligence goes into making an investment decision of a world-scale ammonia plant, when investing in new technologies, new operational challenges may arise with the introduction of in introducing ATR technology and a failure of CCS technology to successfully capture, transport and sequester CO2 would inhibit our ability to produce, certify and market low-carbon ammonia from such facility. ammonia.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
Because conventional Conventional ammonia production is considered an emissions- and energy-intensive industry because it generates CO2 as an unavoidable chemical byproduct, ammonia production globally is considered an emissions- and energy-intensive industry. byproduct.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
In addition, to To the extent that GHG restrictions are not imposed in countries where our competitors operate operate, or on competing products, or are less stringent than regulations that are or may be imposed in the United States, Canada on us or the United Kingdom, our products, our competitors may have cost or other competitive advantages over us.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
For example, the imposition of duties, tariffs or quotas in a region region, such as the European Union’s imposition of additional and increasing tariffs on nitrogen fertilizers from Russia that began in July 2025, can directly impact product pricing in that region, which can lead to changes in global trade flows and impact the global supply and demand balance and pricing.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
A decision by a government agency to deny agency’s denial of or delay in issuing a new or renewed regulatory permit or approval, or to revoke revocation or substantially modify 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 at our facilities and on our business, financial condition, results of operations and cash flows.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
For example, we are in the process of determining whether to make an affirmative final investment decision to develop developing at our Blue Point complex a low-carbon ammonia plant using autothermal reforming (ATR) with carbon capture and sequestration (CCS). CCS.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
While ATR’s are widely used today for the production of hydrogen, hydrogen and synthesis gas production, they have not been widely used for ammonia production and not at the scale contemplated for the low-carbon ammonia plant we are evaluating. developing at our Blue Point complex.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
These Additionally, the railroad initiatives could materially and adversely affect our operating expenses and potentially our ability to transport anhydrous ammonia and increase our liability for releases of our anhydrous ammonia while in the care, custody and control of the railroads, third parties or us, for which our insurance may be insufficient or unavailable.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
If CO2e emissions exceed the applicable standards, the excess emissions must be offset, either by obtaining qualifying emission credits or offsets or making paying a payment for each direct emissions charge per metric ton of excess emissions, ton, with the regulated price of which will to increase annually through 2030.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
•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 joint venture entity is a variable interest entity (VIE) of which we are the primary beneficiary. As a result, we consolidate this entity in our consolidated financial statements, with the combined 60% equity interest owned by our joint venture partners recorded as noncontrolling interests. See “Our Strategy—Blue Point joint venture,” below, for additional information.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
Our strategy is to leverage our unique capabilities to accelerate the world’s transition to clean energy. Our unique capabilities include: advantaged production, unmatched distribution and logistics network, operational excellence and disciplined capital stewardship.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
On an interim basis, ExxonMobil is storing CO2 from our Donaldsonville complex in permanent geologic sites through enhanced oil recovery. Upon receiving its Class VI permit, ExxonMobil plans to transition to dedicated permanent storage, starting with its Rose CCS project (Rose). Rose is one of many dedicated permanent storage sites ExxonMobil is developing along the Gulf Coast to expand its integrated CCS network. The U.S. Environmental Protection Agency issued the final Class VI permits for Rose in October 2025. Beginning of storage activities at Rose also requires authorization from the Railroad Commission of Texas.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
In the fourth quarter of 2025, we completed a nitric acid plant abatement project at our Verdigris complex. The abatement project is expected to significantly reduce nitrous oxide emissions from the plant, lowering CO2 equivalent emissions by over 600,000 metric tons on an annual basis.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
On April 8, 2025, we formed the Blue Point joint venture, with JERA Co., Inc. (JERA), Japan’s largest energy company, and Mitsui & Co., Ltd. (Mitsui), a leading global investment and trading company, to construct a low-carbon ammonia production facility at our Blue Point complex located in Modeste, Louisiana. We hold 40% ownership, JERA holds 35% ownership, and Mitsui holds 25% ownership in the Blue Point joint venture. Under the terms of the Blue Point joint venture’s limited liability company agreement, JERA had a conditional option that, if the specified condition were met, JERA could reduce its ownership percentage below 35% but not lower than 20%. We would have had the right and obligation to increase our ownership by the same amount had JERA opted to reduce its ownership. The option expired and is no longer exercisable.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
The Blue Point joint venture is expected to construct an autothermal reforming (ATR) ammonia production facility with a CO2 dehydration and compression unit to prepare captured CO2 for transportation and sequestration. Engineering, equipment procurement and pre-construction activities at our Blue Point complex began in the second quarter of 2025. Construction of the ammonia production facility is expected to begin in 2026, with low-carbon ammonia production expected to begin in 2029. We are responsible for overseeing and managing the development, construction, operation and maintenance of the ammonia production facility under contracts with the Blue Point joint venture. We, JERA and Mitsui are required to purchase low-carbon ammonia produced by the Blue Point joint venture in accordance with our respective ownership percentages once production commences.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
We estimate that the cost of the low-carbon ATR ammonia production facility with CCS technologies will be approximately $3.7 billion. We anticipate that approximately one-third of the estimated cost is related to materials that will be imported to the United States, with the majority of imported materials expected to arrive in Louisiana in 2028. Pursuant to periodic capital calls, the Blue Point joint venture members will fund the cost of the facility’s engineering, procurement and construction according to their respective ownership percentages. During the year ended December 31, 2025, we, JERA and Mitsui made capital contributions of $195 million, $170 million and $121 million, respectively, to the Blue Point joint venture. We funded $152 million of our contributions with cash and $43 million through a non-cash contribution of a license to use certain intellectual property.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
The low-carbon ammonia production facility is designed with an annual nameplate capacity of approximately 1.4 million metric tons (approximately 1.5 million tons) and is expected to capture greater than 95% of the CO2 generated from its production of ammonia. The facility is expected to capture, compress and dehydrate approximately 2.3 million metric tons of CO2 annually. Pursuant to a long-term offtake agreement, a joint venture between a subsidiary of Occidental Petroleum Corporation and Enbridge Inc. would then transport the CO2 and permanently sequester it in a Class VI well at its Pelican Sequestration Hub in Louisiana, which is currently under development. The ammonia production facility is expected to qualify for 45Q Tax Credits, which provide a tax credit per metric ton of CO2 captured and disposed of in secure geological storage.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
In June 2025, the Blue Point joint venture executed agreements, including a long-term supply agreement, with a subsidiary of Linde plc for them to design, construct, own, operate and maintain an air separation unit (ASU) at our Blue Point complex to supply oxygen and nitrogen to the low-carbon ATR ammonia production facility. Thus, our estimate of the cost of the low-carbon ATR ammonia production facility of approximately $3.7 billion, as noted above, excludes the costs to construct an ASU.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
In addition, we plan to invest approximately $550 million to build scalable infrastructure at our Blue Point complex to supply the ammonia production facility with services, including product storage and vessel loading. We will own and operate this infrastructure, and the Blue Point joint venture will compensate us for these services.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
We determined that the Blue Point joint venture is a VIE of which we are the primary beneficiary. As a result, we consolidate this VIE in our consolidated financial statements, with the combined 60% equity interest owned by JERA and Mitsui recorded as noncontrolling interests. See “Liquidity and Capital Resources—Blue Point Joint Venture,” below, and Note 14—Variable Interest Entity, for additional information on the Blue Point joint venture.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
We believe that our decarbonization projects provide us with benefits: progress toward our long-term emissions reduction goals, a significant return profile, and a differentiated product offering to existing and new customers.
Read it in 10-K 2026-02-25 at sec.gov ↗
RemovedMD&A
•decarbonizing our existing network to accelerate the availability of low-carbon ammonia and upgraded nitrogen products for traditional agricultural and industrial applications;
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
•evaluating new low-carbon ammonia capacity growth to supply emerging opportunities from power generation and marine shipping, among others;
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
•forging partnerships to accelerate our timeline, reducing risks and bridging gaps in areas where we do not have expertise; and
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
•collaborating to build understanding of ammonia’s clean energy capability, safety track record and regulatory environment.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
Our decarbonization projects also include front-end engineering and design (FEED) studies to inform our evaluation of whether, and how best, to invest in export-oriented, low-carbon ammonia capacity at our Blue Point complex in Ascension Parish, Louisiana, to supply developing clean energy markets and traditional ammonia markets where demand for low-carbon product is emerging.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
In the fourth quarter of 2024, we received results from a FEED study evaluating the use of autothermal reforming (ATR) ammonia production technology alongside CCS to enable the production of low-carbon ammonia. ATR technology, when combined with CCS to capture and sequester process CO2 emissions, is expected to reduce CO2 emissions from the ammonia
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
production process by more than 90% compared to conventional ammonia plants. The FEED study results estimate the costs of a project with these attributes to be approximately $4 billion for the approximately 1.4 million metric ton capacity greenfield ATR ammonia facility and CCS technologies. Additionally, we estimate approximately $500 million would be required for the scalable common infrastructure for our Blue Point complex, such as ammonia storage and a vessel loading dock.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
We have entered into joint development agreements (JDAs) with two potential partners, Mitsui & Co., Ltd. and JERA Co., Inc. for the development of the greenfield low-carbon ammonia capacity. Our evaluation includes assessing whether the ammonia production technology under consideration will satisfy carbon intensity and other requirements for potential end users. Should a positive final investment decision (FID) be reached to construct greenfield low-carbon ammonia capacity at our Blue Point complex, construction and commissioning is expected to take approximately four years from a positive FID.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
In January 2024, a winter storm produced extremely cold temperatures that impacted our operations, including the temporary shut-down and lost production at certain of our plants. Due to the impact of plant downtime resulting from the adverse weather and additional plant maintenance activity in the first quarter of 2024, we purchased and resold approximately 62,000 tons of ammonia and 48,000 tons of granular urea at near breakeven margins in order to fulfill sales commitments. The plant downtime led to approximately $75 million of additional costs in the first quarter of 2024 for maintenance, repairs and certain unabsorbed fixed costs.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
In the first quarter of 2024, warmer-than-normal average temperatures in North America drove lower heating demand for natural gas, in spite of a short-lived period of extremely cold temperatures in January 2024 that affected most of North America. North American natural gas supply remained strong through the quarter, with a decline in supply occurring near the end of the quarter as producers responded to a weaker price environment. In addition, although the higher cost for natural gas outside of North America incentivized liquefaction facilities in the United States to export domestic natural gas during the first quarter of 2024, an outage at the Freeport liquefied natural gas facility limited total gas exports, supporting domestic supply.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
During the second quarter of 2024, there was a decline in natural gas supply as producers responded to a weaker price environment, limiting the domestic supply available to be injected into storage during the quarter. In addition, natural gas demand for power generation reached record levels in the second quarter of 2024 as higher-than-normal temperatures drove increased cooling demand.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
In the third quarter of 2024, the decline in natural gas supply continued as producers curtailed production in response to low natural gas prices. Natural gas demand from the power generation sector set records despite increased solar and wind generation, as low natural gas prices increased demand for gas-fired power. Liquefied natural gas exports were steady through the quarter as delays on commissioning of new facilities and maintenance activities at existing plants held exports at levels reached during the second quarter of 2024. Natural gas in storage remained above historical levels despite continued below-average injections into storage during the third quarter.
Read it in 10-K 2025-02-20 at sec.gov ↗
RewordedMD&A
The descriptions of items below that refer to amounts in the table refer to the pre-tax amounts unless otherwise noted. 2025 2024 2023 Pre-Tax After-Tax(1) Pre-Tax After-Tax(1) (in millions) Unrealized net mark-to-market gain loss (gain) on natural gas derivatives(2) $ 5 $ 4 $ (35) $ (27) $ (39) $ (30) Gain on foreign currency transactions(3)(4) (5) (5) — — Asset impairment 76 58 — — Loss on sale of Ince facility(5) 23 21 — — Blue Point joint venture construction costs(3)(4) 10 9 — — Loss on debt extinguishment 6 4 — — Pension settlement loss(6) 1 1 — — Impact of employee benefit plan policy change(3) change(7) — — (16) (13) Integration costs — — U.K. operations restructuring — — 10 8 Acquisition and integration costs 4 3 39 29 Impairment of equity method investment in PLNL(4) — — 43 32 Canada Revenue Agency Competent Authority Matter:
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
The decrease of $35 $42 million was due primarily to a $52 million decrease in interest income on short-term investments in 2024, partially offset by and $3 million of in interest income in 2024 related to discretionary interest relief on Canadian tax matters that is further described above under “Items Affecting Comparability was granted in the third quarter of Results—Canada Revenue Agency Competent Authority Matter.” 2024 that did not recur in 2025.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
The decrease increase of $29 $34 million was due primarily to a reduction in interest on tax liabilities driven by a $36 million reduction in interest expense recognized in 2024 that did not recur in 2025 related to discretionary interest relief granted to us by on Canadian taxing authorities that is further described above under “Items Affecting Comparability of Results—Canada Revenue Agency Competent Authority Matter.” tax matters.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
Net earnings attributable to noncontrolling interest decreased $54 interests increased $84 million, or 17%, 32%, to $343 million in 2025 compared to $259 million in 2024 compared due primarily to $313 million in 2023 due to lower higher earnings of CFN driven by lower higher average selling prices as described above under “Net Sales,” and the impact of higher sales volume, partially offset by lower higher natural gas costs.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
Net earnings attributable to noncontrolling interest interests includes the net earnings attributable to the approximately 11% CHS minority equity interest in CFN, a subsidiary of CF Holdings. Holdings, and the combined 60% equity interest owned by our joint venture partners in Blue Point Number One, LLC, a joint venture formed on April 8, 2025, that is a VIE of which we are the primary beneficiary.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
Year ended December 31, 2025 2024 2023 2022 2025 v. 2024 2024 v. 2023 2023 v. 2022 Average daily market price of natural gas Henry Hub (Louisiana) $ 2.25 (per MMBtu) $3.53 $2.25 $2.53 $6.38 $1.28 57% $ (0.28) (11)% Cost of natural gas used for production in cost of sales(1) (per MMBtu) $3.31 $2.40 $3.67 $0.91 38% $ (3.85) (60)% (1.27) (35)%
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
The decrease increase in net earnings cash flow from operations was due primarily to a decrease an increase in gross margin, driven by lower increased average selling prices, prices and higher sales volume, partially offset by lower higher natural gas costs, a lower income tax provision and a decrease in net earnings attributable to noncontrolling interest. costs.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
Cost of sales in our Other segment averaged $163 per ton in 2025, a 14% increase from $143 per ton in 2024, a 4% decrease from $149 per ton in 2023, due primarily to the impact of lower higher realized natural gas costs, including the impact of realized derivatives, partially offset by higher and costs for maintenance activity. incurred due to the idling of the Yazoo City plant.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
The following table presents the average daily market price of natural gas at the Henry Hub Hub, the most heavily-traded natural gas pricing point in North America, and our cost of natural gas used for production, which includes the years ended December 31, 2024, 2023 and 2022: impact of realized natural gas derivatives:
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
The decrease This increase in gross margin was due primarily to a 7% decrease in average selling prices, partially offset by higher realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $32 $79 million, a 5% 9% decrease in sales volume, which decreased gross margin by $23 $60 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $1 $3 million.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
Net sales in our AN segment decreased $78 million, or 16%, increased $2 million to $421 million in 2025 from $419 million in 2024 from $497 million in 2023 due primarily to an 11% increase in average selling prices, partially offset by a 9% decrease in average selling prices and a 7% decrease in sales volume.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
Net sales in our UAN Granular Urea segment decreased $390 increased $181 million, or 19%, 11%, to $1.68 $1.78 billion in 2025 compared to $1.60 billion in 2024 compared to $2.07 billion in 2023 due primarily to a 13% decrease 22% increase in average selling prices and prices, partially offset by a 6% 9% decrease in sales volume.
Read it in 10-K 2026-02-25 at sec.gov ↗
Quiet changesMD&A
The specified margin margins and the amount of the commitment fee will depend on CF Holdings’ credit rating at the time.
Read it in 10-K 2026-02-25 at sec.gov ↗
