What changed in this filing

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Item 1. Business

2025-02-20 compared with 2024-02-22 · 97 added, 114 removed, 326 unchanged (39% of the section changed)

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

References to tons refer to short tons and references to tonnes refer to metric tons.

References to tons refer to short tons.

Notes referenced throughout this document refer to consolidated financial statement note disclosures that are found in Item 8.

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

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

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

Our principal customers are cooperatives, independent fertilizer distributors, traders, wholesalers and industrial users.

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

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.

Our core product is anhydrous ammonia (ammonia), which contains 82% nitrogen and 18% hydrogen.

Our nitrogen products that are upgraded from ammonia are granular urea, urea ammonium nitrate solution (UAN) and ammonium nitrate (AN).

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

Products derived from ammonia that are most often used as nitrogen fertilizers include granular urea, urea ammonium nitrate solution (UAN) and ammonium nitrate (AN).

AN is also used extensively by the commercial explosives industry as a component of explosives.

Products derived from ammonia that are sold primarily to industrial customers include diesel exhaust fluid (DEF), urea liquor, nitric acid and aqua ammonia.

Our principal assets as of December 31, 2024 include:

nitrogen manufacturing facilities, located in Donaldsonville, Louisiana (the largest nitrogen complex in the world);

manufacturing facilities, located in Donaldsonville, Louisiana (the largest ammonia production complex in the world);

Sergeant Bluff, Iowa (our Port Neal complex);

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

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

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

(CHS) owns the remainder;

• two Canadian nitrogen manufacturing facilities, located in Medicine Hat, Alberta (the largest nitrogen complex in Canada) and Courtright, Ontario;

• a United Kingdom nitrogen manufacturing facility located in Billingham;

• 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 the Republic of Trinidad and Tobago (Trinidad) that we account for under the equity method.

• 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.

We have a strategic venture with CHS under which CHS owns an equity interest in CFN, a subsidiary of CF Holdings, which represents approximately 11% of the membership interests of CFN.

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We make available free of charge on or through our Internet website, www.cfindustries.com , all of our reports on Forms 10-K, 10-Q and 8-K and all amendments to those reports as soon as reasonably practicable after such material is filed electronically with, or furnished to, the Securities and Exchange Commission (SEC).

Copies of our Corporate Governance Guidelines, Code of Corporate Conduct and charters for the Audit Committee, Compensation and Management Development

Copies of our Corporate Governance

CF INDUSTRIES HOLDINGS, INC.

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.

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.

We will provide electronic or paper copies of these documents free of charge upon request.

The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information that we file electronically with the SEC.

At our core, CF Industries is a producer of ammonia.

We use the Haber-Bosch process to fix atmospheric nitrogen with hydrogen from natural gas to produce anhydrous ammonia, whose chemical composition is NH 3 .

We sell the ammonia itself or upgrade it to products such as granular urea, UAN and DEF.

A majority of the ammonia and ammonia-derived products we manufacture are used as fertilizer, as the nitrogen content provides energy essential for crop growth.

Other important uses of our products include emissions control.

Our strategy is to leverage our unique capabilities to accelerate the world’s transition to clean energy.

We believe this strategy builds upon the Company’s leadership in ammonia production to capture emerging opportunities available to ammonia produced with a lower carbon intensity than that of ammonia produced through traditional processes.

These opportunities include traditional applications in agriculture to help reduce the carbon footprint of food production and the life cycle carbon intensity of ethanol production, enabling its use for sustainable aviation fuel, among other purposes.

They also include new applications, such as power generation and marine shipping, that would use the hydrogen component of the ammonia molecule for clean energy given that ammonia does not contain or emit carbon when combusted.

We believe this strategy builds upon our leadership in ammonia production to capture emerging opportunities to produce ammonia with a lower carbon intensity (“low-carbon ammonia”) than that of ammonia produced through traditional processes.

These opportunities include traditional applications in agriculture to help reduce the carbon footprint of food production and the life cycle carbon intensity of ethanol production, enabling production of sustainable aviation fuel, among other purposes.

These opportunities also include new growth opportunities from energy-intensive industries, such as power generation and marine shipping, as ammonia represents an efficient mechanism to both ship and store hydrogen, as well as a clean energy fuel source in its own right as ammonia does not contain or emit carbon when combusted.

Our strategy also strengthens our existing business.

We execute our strategy across four dimensions:

decarbonizing our existing network to accelerate the availability of low-carbon ammonia;

evaluating new low-carbon ammonia capacity growth;

forging partnerships to accelerate our timeline and bridge gaps in areas where we do not have expertise;

and collaborating to build understanding of ammonia’s clean energy capability, safety track record and regulatory environment.

Decarbonization projects in our existing network include our green ammonia project at our Donaldsonville, Louisiana complex.

Green ammonia refers to ammonia produced with hydrogen sourced through an electrolysis process that produces no carbon emissions.

In April 2021, we signed an engineering and procurement contract with thyssenkrupp to supply a 20 MW alkaline water electrolysis plant to produce green hydrogen at our Donaldsonville complex.

We will integrate the green hydrogen generated by the electrolysis plant into existing ammonia synthesis loops to enable the production of approximately 20,000 tons per year of green ammonia.

The green hydrogen production facility is mechanically complete, and commissioning activities began in early 2024.

We believe that the Donaldsonville green ammonia project will be the largest of its kind in North America at the time of its startup.

Decarbonization projects in our existing network also include the production of low-carbon ammonia.

Low-carbon ammonia is ammonia produced by conventional processes but with approximately 60-98% of the process and flue gas CO 2 generated by ammonia production removed through carbon capture and sequestration (CCS).

We are executing a project also at our Donaldsonville complex that will enable us to produce a significant volume of low-carbon ammonia.

At an estimated cost of $200 million, we are constructing a CO 2 dehydration and compression facility to enable CCS at the facility.

Engineering activities for the construction of the dehydration and compression unit continue to advance, all major equipment for the facility has been procured, fabrication of the CO 2 compressors is proceeding, and construction activities at the Donaldsonville site are underway.

Once the dehydration and compression unit is in service and sequestration is initiated, we expect that the Donaldsonville complex will have the capacity to dehydrate and compress up to 2 million tons per year of process CO 2 , thereby converting a portion of our existing ammonia production to low-carbon ammonia.

In October 2022, we announced that we had entered into a definitive CO 2 offtake agreement with ExxonMobil to transport and permanently sequester the CO 2 from Donaldsonville.

Start-up for the project is planned for 2025.

Under current regulations, the project would be expected to qualify for tax credits under Section 45Q of the Internal Revenue Code, which provides a credit per tonne of CO 2 sequestered.

Alongside these projects, we are also evaluating the construction of greenfield low-carbon ammonia capacity in Louisiana.

In the fourth quarter of 2023, we and Mitsui & Co., Ltd.

(Mitsui) completed a front-end engineering and design (FEED) study on a greenfield steam methane reforming (SMR) ammonia facility with CCS technologies.

The FEED study estimates the cost of a project with these attributes to be in the range of $3 billion, with approximately $2.5 billion allocated to the ammonia facility and CCS technologies and approximately $500 million allocated to scalable common infrastructure for the site, such as ammonia storage and vessel loading docks.

We and Mitsui are progressing two additional FEED studies focused on technologies with the potential to further reduce the carbon intensity of the proposed low-carbon ammonia facility, including a FEED study evaluating autothermal reforming (ATR) ammonia production technology and a FEED study assessing the cost and viability of adding flue gas capture to an SMR ammonia facility.

We expect to complete both FEED studies in the second half of 2024.

We and Mitsui are targeting the second half of 2024 for the final investment decision on the proposed greenfield low-carbon ammonia facility.

Should the companies agree to move forward, the ammonia facility would be constructed at our new Blue Point complex.

We own the land for the complex, which is located on the west bank of the Mississippi river in Ascension Parish, Louisiana.

Construction and commissioning of a new world-scale ammonia plant typically takes approximately four years from the time construction begins.

• decarbonizing our existing network to accelerate the availability of low-carbon ammonia and upgraded nitrogen products for traditional agricultural and industrial applications;

• evaluating new low-carbon ammonia capacity growth to supply emerging opportunities from power generation and marine shipping, among others;

• forging partnerships to accelerate our timeline, reducing risks and bridging gaps in areas where we do not have expertise;

• collaborating to build understanding of ammonia’s clean energy capability, safety track record and regulatory environment.

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.

CCS requires the construction of carbon dioxide (CO 2 ) dehydration and compression units to enable process CO 2 captured from the ammonia production process to be transported and sequestered, which prevents approximately 60% of the CO 2 generated by ammonia production from being emitted to the atmosphere.

Construction of the dehydration and compression unit at our Donaldsonville complex is in advanced stages, with an estimated total cost of approximately $200 million over the life of the project.

Construction of the dehydration and compression unit at our Yazoo City complex is expected to cost approximately $100 million over the life of the project.

For each facility we have contracted with ExxonMobil to transport and sequester the captured CO 2 in permanent geologic storage.

At Donaldsonville, CCS is expected to commence in 2025 and annually will sequester up to approximately 2 million metric tons of CO 2 that would otherwise have been emitted to the atmosphere.

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 .

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.

Upon identification and remediation of the issue, we expect to resume commissioning activities.

At full electrolyzer capacity, we will be able to produce approximately 20,000 tons of low-carbon ammonia per year.

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.

CF INDUSTRIES HOLDINGS, INC.

In addition to ongoing discussions with existing customers who have interest in forthcoming availability of low-carbon ammonia for traditional applications, we are engaged in advanced discussions regarding the supply of low-carbon ammonia for new applications.

In the first quarter of 2023, we signed a memorandum of understanding (MOU) with JERA Co., Inc.

(JERA), Japan’s largest energy generator, regarding the long-term supply of up to 500,000 tonnes per year of clean ammonia beginning in 2027.

The execution of the MOU was the result of a supplier comparison and evaluation process for the procurement of clean ammonia that JERA initiated in February 2022 for the world’s first commercial scale ammonia co-firing operations that JERA is developing.

The MOU establishes a framework for JERA and us to assess how we would best supply JERA with clean ammonia, which will be required to be produced with at least 60% lower carbon emissions than conventionally produced ammonia, under a long-term offtake agreement.

We and JERA are evaluating a range of potential supply options, including JERA making an equity investment with us to develop a clean ammonia facility in Louisiana and a supplementary long-term offtake agreement.

We are also evaluating and in various stages of developing discussions and agreements with other companies for clean ammonia long-term offtake opportunities related to new applications of ammonia.

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 CO 2 emissions, is expected to reduce CO 2 emissions from the ammonia 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.

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.

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.

These discussions continue to advance as we gain greater clarity regarding demand for low-carbon ammonia, including associated carbon intensity requirements, government incentives and regulatory developments.

Company History

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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.

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In late 2015 and 2016, we completed capacity expansion projects at our Donaldsonville complex in Louisiana and our Port Neal complex in Iowa.

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

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

We funded the balance of the final purchase price, after adjustment, with $1.221 billion of cash on hand.

Product Tons and Nutrient Tons

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See Note 22—Segment Disclosures for additional information.

Our primary nitrogen products are ammonia, granular urea, UAN and AN.

Our historical sales of nitrogen products by segment are shown in the following table.

CF INDUSTRIES HOLDINGS, INC.

Our primary products are ammonia, granular urea, UAN and AN.

Our historical sales by segment are shown in the following table.

Net sales do not reflect amounts used internally, such as ammonia, in the manufacture of other products.

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(1) Other segment products primarily include DEF, urea liquor, nitric acid and aqua ammonia.

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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 nitrogen manufacturing facilities in North America, including six nitrogen manufacturing facilities in the United States, and two in Canada.

We own and operate eight manufacturing facilities in North America, including six manufacturing facilities in the United States, and two in Canada.

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 nitrogen manufacturing facilities in North America has on-site storage to provide flexibility to manage the flow of outbound shipments without impacting production.

Our United Kingdom nitrogen manufacturing facility produces AN and serves primarily the agricultural and industrial markets in the United Kingdom.

The following table shows the production capacities as of December 31, 2023 at each of our nitrogen manufacturing facilities:

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.

Our United Kingdom manufacturing facility produces AN and primarily serves the agricultural and industrial markets in the United Kingdom.

The following table shows the production capacities as of December 31, 2024 at each of our manufacturing facilities:

Average Annual Capacity (1)

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urea liquor and DEF from the Donaldsonville, Port Neal, Woodward, Yazoo City, and Courtright facilities;

nitric acid from the Billingham facility.

and nitric acid from the Billingham facility.

Production of DEF can be increased by reducing urea and/or UAN production.

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(7) The Donaldsonville facility capacities present an estimated production mix.

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(11) Represents our 50% interest in the capacity of PLNL.

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The following table summarizes our production volume for the last three years:

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(1) Gross ammonia production, including amounts subsequently upgraded on-site into granular urea, UAN or AN.

Nitrogen Manufacturing Facilities

Manufacturing Facilities

Donaldsonville, Louisiana

The Donaldsonville facility is the world’s largest and most flexible nitrogen complex.

The Donaldsonville facility is the world’s largest and most flexible ammonia production complex.

It has six ammonia plants, five urea plants, four nitric acid plants, three UAN plants, and one DEF plant.

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Medicine Hat, Alberta, Canada

The Medicine Hat facility, located in southeast Alberta, is the largest nitrogen complex in Canada.

The Medicine Hat facility, located in southeast Alberta, is the largest ammonia production complex in Canada.

It has two ammonia plants and one urea plant.

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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.

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Woodward, Oklahoma

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The location has on-site storage for 61,000 tons of ammonia and 16,000 tons of 32% UAN.

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Billingham, United Kingdom

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the main site, which contains three nitric acid plants;

the Portrack site, approximately two miles away, which contains an AN fertilizer plant;

the Portrack site, approximately two miles away, which contains one AN fertilizer plant;

and the North Tees site, approximately seven miles away, which contains an ammonia storage area.

These locations collectively have on-site storage for 37,000 tons of ammonia and 138,000 tons of AN.

In addition, we used to operate an ammonia plant at the main site of the Billingham facility.

In addition, we previously operated an ammonia plant at the main site of the Billingham facility.

However, in September 2022, we idled ammonia production at the facility.

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Point Lisas, Trinidad

The Point Lisas Nitrogen facility in Trinidad is owned jointly through a 50/50 venture with Koch Fertilizer LLC.

The Point Lisas facility in Trinidad is owned jointly through a 50/50 venture with Koch Fertilizer LLC.

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).

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Our facilities utilize the following natural gas hubs:

Henry Hub, SONAT and TETCO ELA in Louisiana;

Henry Hub in Louisiana, SONAT and TETCO ELA in Mississippi;

ONEOK in Oklahoma;

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and the National Balancing Point (NBP) in the United Kingdom.

In 2023, our nitrogen manufacturing facilities consumed, in the aggregate, approximately 340 million MMBtus of natural gas.

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.

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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 Nustar pipeline through which we have the ability to transport ammonia to ten terminals and shipping points in the Midwestern U.S.

CF INDUSTRIES HOLDINGS, INC.

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.

Storage Facilities and Other Properties

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Our storage capabilities are summarized in the following table:

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Ammonia Granular Urea UAN (1)

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(2) The owned facilities that store UAN also can store ammonia.

(3) Our lease agreements are typically for periods of one to five years and commonly contain provisions for automatic renewal that can extend the lease term unless cancelled by either party.

The principal customers for our nitrogen products are cooperatives, independent fertilizer distributors, traders, wholesalers and industrial users.

(3) Our lease agreements are typically for periods of one to four years and commonly contain provisions for automatic renewal that can extend the lease term unless cancelled by either party.

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.

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During the peak demand periods, product availability and delivery time also play a role in the buying decisions of customers.

Our primary competitors with North American operations include Nutrien Ltd., Koch Fertilizer LLC, N-7 LLC (a joint venture between OCI N.V.

and Dakota Gasification Company) and Yara International.

Our primary competitors with North American operations include Nutrien Ltd., Koch Fertilizer LLC, LSB Industries, CVR Partners, LP and Yara International.

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.

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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.

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.

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.

Seasonality is greatest for ammonia due to the short application season and the limited ability of our

CF INDUSTRIES HOLDINGS, INC.

customers and their customers to store significant quantities of this product.

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 being the highest just prior to the start of the spring planting season.

Our quarterly financial results can vary significantly from one year to the next due to weather-related shifts in planting and application schedules and purchasing patterns as well as import timing, import and distribution costs and logistical limitations, such as river conditions.

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Environmental, Health and Safety

We are subject to numerous environmental, health and safety laws and regulations in the United States, Canada, the United Kingdom, the European Union (EU) and Trinidad, including laws and regulations relating to the generation and handling of hazardous substances and wastes;

the introduction of new chemicals or substances into a market;

We are subject to numerous environmental, health and safety laws and regulations in the United States, Canada, the United Kingdom, Trinidad and other locations, including laws and regulations relating to the generation, handling and disposal of hazardous substances and wastes;

the cleanup of hazardous substance releases;

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Violations of environmental, health and safety laws can result in substantial penalties, court orders to install pollution-control equipment, civil and criminal sanctions, permit revocations and facility shutdowns.

In addition, environmental, health and safety laws and regulations may impose joint and several liability, without regard to fault, for cleanup costs on potentially responsible parties who have released or disposed of hazardous substances into the environment.

We may be subject to more stringent enforcement of existing or new environmental, health and safety laws in the future.

In addition, we are also subject to certain environmental, health and safety laws of jurisdictions where we introduce products, chemicals, or substances into a market.

Environmental, Health and Safety Expenditures

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We estimate that we will have approximately $49 million of environmental, health and safety capital expenditures in 2025.

In addition, to support safe and reliable operations at our continuous process manufacturing facilities, we conduct scheduled inspections, replacements and overhauls of our plant machinery and equipment, which are referred to as turnarounds.

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, change frequently and have tended to become more stringent over time.

Environmental, health and safety laws and regulations are complex and change frequently.

We expect that continued government and public emphasis on environmental issues will result in increased future expenditures for environmental controls at our manufacturing and distribution facilities.

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The remedial investigation was submitted to the agencies in 2021.

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

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.

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Regulation of Greenhouse Gases

Our production facilities emit greenhouse gases (GHGs), such as carbon dioxide and nitrous oxide.

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.

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If a facility’s CO 2 e emissions exceed the applicable limit, the excess emissions must be offset, either through obtaining qualifying emission credits or by making a payment for each ton of excess emissions.

For calendar year 2024, the excess emissions fee under the federal, Alberta and Ontario regulatory programs is CAD $80 per tonne, which fee will increase by CAD $15 per tonne per year, reaching CAD $170 per tonne by 2030.

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.

In the United States, GHG regulation is evolving at state, regional and federal levels, although some of the more significant developments to date, including efforts of the United States Environmental Protection Agency (EPA) to regulate GHG emissions from fossil fuel-fired power plants, do not directly impose obligations on our facilities.

The EPA issued a mandatory GHG reporting rule that required all of our U.S.

manufacturing facilities, which are considered large emitters of GHGs, to commence monitoring GHG emissions beginning on January 1, 2010 and reporting the previous year’s emissions annually starting in 2011.

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.

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.

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Canada has increased its emissions reduction target under the Paris Agreement to 40-45% below 2005 levels by 2030, up from 30%.

In April 2021, the United States increased its goal to reduce GHG emissions to 50-52% below 2005 levels by 2030.

Executive orders issued by the Biden administration, including in particular an executive order issued on January 27, 2021 focusing on climate change, evidence the administration’s intent to undertake numerous initiatives in an effort to reduce GHG emissions, including promoting renewable energy development, limiting new oil and gas leases on federal lands and, in general, making climate change considerations a critical component of federal policy.

While 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.

There exists significant uncertainty with respect to how climate policy and GHG regulation will develop in the United States in the coming years.

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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 diversity and inclusion in our culture.

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 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.

As of December 31, 2023, 11% of our employees have worked for the Company more than 20 years, 20% of our employees have worked for the Company between 11 and 20 years, 27% of our employees have worked for the Company between 6 and 10 years, and 42% of our employees have worked at the Company for less than 6 years.

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.

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.

Culture, Inclusion and Diversity.

Our core values and their underlying principles reflect our commitment to a diverse and inclusive culture, treating one another with respect.

Across the Company, all employees complete training to learn to recognize and address the effects of unconscious bias by challenging assumptions;

encouraging diversity of experience, opinion, and expression;

and supporting a workplace culture that actively strives to be more inclusive.

As of December 31, 2023, approximately 16% of our global workforce was female and 17% of the Company’s employees in frontline managerial roles were female.

Underrepresented groups account for approximately 18% of the Company’s U.S.

workforce and 17% of our U.S.

employees in managerial roles.

In order to continue to improve the inclusiveness and diversity of our company and culture, our comprehensive Environmental, Social and Governance (ESG) goals announced in 2020 include goals to increase the representation of females and persons of color in senior leadership roles and to implement a program designed to increase the hiring and promotion of minority and female candidates.

As of December 31, 2023, we had exceeded our representation goal with approximately 37% of senior leadership roles held by females and persons of color.

Workforce Health and Safety.

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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.

As of December 31, 2023, our employee 12-month rolling average recordable incident rate (RIR) was 0.36 incidents per 200,000 work hours, and during the year ended December 31, 2023, our total recordable injury count was ten.

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.

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.

Talent Development.

A core aspect of our culture is our commitment to identifying and developing talent to help employees accelerate growth and achieve their career goals.

We invest in extensive assessment, training and professional development opportunities for our employees through a robust set of formal and informal programs, including targeted job movements, key experiences, and training, with an emphasis on creating a culture of inclusion.

Leadership is the quality that drives our values and sets us apart.

To help foster leadership, we have developed a set of leadership competencies that provide a common language for how to demonstrate leadership at every level of the organization and have embedded them into all talent management processes, including selection, performance management and succession planning.

We view training and development programs as being a key part of talent management, allowing us to grow a stronger company today and in the future.

CF INDUSTRIES HOLDINGS, INC.

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Item 1. Business