20 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matters
−Removed: The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:
−Removed: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
+Added: Critical Audit Matter
+Added: The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:
+Added: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Measurements of projected benefit obligations
15 unchanged sentences
• evaluating discount rates using benchmark yield curves for the United Kingdom, adjusted for the assessment of the timing of payments expected to be made to beneficiaries under the Company’s United Kingdom pension plans, and comparing those to the Company’s selected discount rates for the United Kingdom plans.
−Removed: Valuation of acquired customer relationships and assumed supply contract liability - Waggaman acquisition
−Removed: As discussed in Note 6 to the consolidated financial statements, the Company completed the acquisition of an ammonia production facility located in Waggaman, Louisiana, from Dyno Nobel Louisiana Ammonia, LLC (DNLA), on December 1, 2023.
−Removed: In connection with the acquisition, the Company entered into a long-term ammonia offtake agreement (the Supply Contract).
−Removed: The terms of the Supply Contract were determined to be unfavorable compared to market as of the acquisition date.
−Removed: Accordingly, the assets acquired and liabilities assumed were recognized based on their acquisition date fair values, including customer relationships of $455 million and a Supply Contract liability of $757 million.
−Removed: The Company used valuation techniques under the income approach to determine the fair value of the identified customer relationships and Supply Contract liability.
−Removed: We identified the evaluation of the acquisition date fair value of the customer relationships acquired and the Supply Contract liability assumed as a critical audit matter.
−Removed: Subjective auditor judgment and specialized skills and knowledge were necessary to evaluate the key assumptions used to estimate the fair value of the customer relationships and Supply Contract liability due to the degree of measurement uncertainty in the key assumptions, which could have a significant impact on the fair values of the customer relationships and the Supply Contract liability.
−Removed: The key assumptions included:
−Removed: Customer relationships:
−Removed: • Forecasted product selling prices
−Removed: • Projected natural gas costs
−Removed: • Discount rate
−Removed: Supply Contract liability:
−Removed: • Forecasted product selling prices
−Removed: The following are the primary procedures we performed to address this critical audit matter.
−Removed: We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s acquisition date valuation process.
−Removed: This included controls related to the determination of the key assumptions for customer relationships and the Supply Contract liability.
−Removed: We evaluated the reasonableness of forecasted product selling prices by comparing them to the Company’s historical selling prices and external market data.
−Removed: We evaluated the reasonableness of projected natural gas costs by comparing them to external market data.
−Removed: We involved valuation professionals with specialized skills and knowledge, who assisted in independently developing a range of discount rates based on publicly available market data for comparable entities and comparing the range to the Company's discount rate.
−Removed: CF INDUSTRIES HOLDINGS, INC.
(signed) KPMG LLP
11 unchanged sentences
Selling, general and administrative expenses 320 289 290
−Removed: goodwill impairment — — 285
long-lived and intangible asset impairment — — 239
3 unchanged sentences
Total other operating costs and expenses 314 307 558
−Removed: Equity in (loss) earnings of operating affiliate ( 8 ) 94 47
+Added: Equity in earnings (loss) of operating affiliate 4 ( 8 ) 94
Operating earnings 1,746 2,230 5,397
21 unchanged sentences
Net earnings $ 1,477 $ 1,838 $ 3,937
−Removed: Other comprehensive income:
+Added: Other comprehensive (loss) income:
Foreign currency translation adjustment—net of taxes ( 75 ) 33 ( 38 )
41 unchanged sentences
Retained earnings 4,009 4,535
+Added: Treasury stock—at cost, 2024— 354,264 shares and 2023— 0 shares
Accumulated other comprehensive loss ( 280 ) ( 209 )
27 unchanged sentences
— — — ( 306 ) — ( 306 ) — ( 306 )
−Removed: Deferred tax related to noncontrolling interest — — 21 — — 21 — 21
Distributions declared to noncontrolling interest — — — — — — ( 619 ) ( 619 )
13 unchanged sentences
Net earnings — — — 1,218 — 1,218 259 1,477
−Removed: Other comprehensive income — — — — 21 21 — 21
+Added: Other comprehensive loss — — — — ( 71 ) ( 71 ) — ( 71 )
Purchases of treasury stock — ( 1,528 ) — — — ( 1,528 ) — ( 1,528 )
23 unchanged sentences
Impairment of equity method investment in PLNL — 43 —
−Removed: (Gain) loss on embedded derivative — ( 14 ) 1
−Removed: goodwill impairment — — 285
+Added: Unrealized gain on embedded derivative — — ( 14 )
long-lived and intangible asset impairment — — 239
2 unchanged sentences
Loss on disposal of property, plant and equipment 12 4 2
−Removed: Undistributed losses (earnings) of affiliate—net of taxes 3 ( 1 ) ( 6 )
+Added: Undistributed (earnings) losses of affiliate—net of taxes ( 2 ) 3 ( 1 )
Changes in assets and liabilities, net of acquisition:
19 unchanged sentences
Payments of long-term borrowings — — ( 507 )
−Removed: Payment to CHS related to credit provision — — ( 5 )
Financing fees — ( 2 ) ( 4 )
14 unchanged sentences
Our mission is to provide clean energy to feed and fuel the world sustainably.
−Removed: 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.
−Removed: 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.
−Removed: Our principal customers are cooperatives, independent fertilizer distributors, traders, wholesalers and industrial users.
+Added: 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.
+Added: 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.
+Added: 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.
−Removed: Our nitrogen products that are upgraded from ammonia are granular urea, urea ammonium nitrate solution (UAN) and ammonium nitrate (AN).
−Removed: Our other nitrogen products include diesel exhaust fluid (DEF), urea liquor, nitric acid and aqua ammonia, which are sold primarily to our industrial customers.
+Added: Products derived from ammonia that are most often used as nitrogen fertilizers include granular urea, urea ammonium nitrate solution (UAN) and ammonium nitrate (AN).
+Added: AN is also used extensively by the commercial explosives industry as a component of explosives.
+Added: Products derived from ammonia that are sold primarily to industrial customers include diesel exhaust fluid (DEF), urea liquor, nitric acid and aqua ammonia.
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (U.S.
−Removed: Certain prior period amounts have been reclassified to conform with the current year presentation.
All references to “CF Holdings,” “the Company,” “we,” “us” and “our” refer to CF Industries Holdings, Inc.
3 unchanged sentences
Our principal assets as of December 31, 2024 include:
−Removed: nitrogen manufacturing facilities, located in Donaldsonville, Louisiana;
+Added: manufacturing facilities, located in Donaldsonville, Louisiana;
Sergeant Bluff, Iowa (our Port Neal complex);
4 unchanged sentences
The Waggaman facility is wholly owned by us, and the other five U.S.
−Removed: nitrogen manufacturing facilities are wholly owned directly or indirectly by CF Industries Nitrogen, LLC (CFN), of which we own approximately 89 % and CHS Inc.
+Added: 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.
See Note 19—Noncontrolling Interest for additional information on our strategic venture with CHS;
−Removed: • two Canadian nitrogen manufacturing facilities, located in Medicine Hat, Alberta and Courtright, Ontario;
−Removed: • a United Kingdom nitrogen manufacturing facility, located in Billingham;
+Added: • two Canadian manufacturing facilities, located in Medicine Hat, Alberta and Courtright, Ontario;
+Added: • a United Kingdom manufacturing facility, located in Billingham;
• an extensive system of terminals and associated transportation equipment located primarily in the Midwestern United States;
−Removed: • 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.
+Added: • 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.
Summary of Significant Accounting Policies
8 unchanged sentences
GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods presented.
−Removed: Such estimates and assumptions are used for, but are not limited to, net realizable value of inventories, environmental remediation liabilities, environmental and litigation contingencies, plant closure and asset retirement obligations, the cost of emission credits required
+Added: Such estimates and assumptions are used for, but are not limited to, net realizable value of inventories, environmental remediation liabilities, environmental and litigation contingencies, asset retirement obligations, the cost of emission credits required to meet
CF INDUSTRIES HOLDINGS, INC.
−Removed: to meet environmental regulations, the cost of customer incentives, the fair values utilized in the allocation of purchase price in an acquisition, useful lives of property and identifiable intangible assets, the evaluation of potential impairments of property, investments, identifiable intangible assets and goodwill, income tax reserves and the assessment of the realizability of deferred tax assets, measurement of the fair values of investments for which markets are not active, the determination of the funded status and annual expense of defined benefit pension and other postretirement plans and the valuation of stock-based compensation awards granted to employees.
+Added: environmental regulations, the cost of customer incentives, the fair values utilized in the allocation of purchase price in an acquisition, useful lives of property and identifiable intangible assets, the evaluation of potential impairments of property, investments, identifiable intangible assets and goodwill, income tax reserves and the assessment of the realizability of deferred tax assets, measurement of the fair values of investments for which markets are not active, the determination of the funded status and annual expense of defined benefit pension and other postretirement plans and the valuation of stock-based compensation awards granted to employees.
Revenue Recognition
36 unchanged sentences
Mobile and office equipment 3 to 10
−Removed: Production facilities and related assets 2 to 30
+Added: Production facilities, including machinery and equipment 2 to 30
Land improvements 10 to 30
56 unchanged sentences
These derivatives are traded in months forward and settlements are scheduled to coincide with anticipated gas purchases during those future periods.
+Added: 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.
57 unchanged sentences
New Accounting Standards
+Added: Recently Adopted Pronouncements
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.
2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures.
−Removed: This ASU is intended to improve reportable segment disclosures through enhanced disclosures about significant segment expenses.
−Removed: The guidance in this ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
−Removed: We are currently evaluating the impact that our adoption of this ASU will have on the disclosures in our consolidated financial statements.
+Added: Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.
+Added: Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (CODM).
+Added: We adopted this ASU effective December 31, 2024.
+Added: See Note 22—Segment Disclosures, which includes the additional disclosures required by this ASU.
+Added: Recently Issued Pronouncements
In December 2023, the FASB issued ASU No.
3 unchanged sentences
The amendments are effective for fiscal years beginning after December 15, 2024, with early adoption permitted.
+Added: We are continuing to evaluate the impact that our adoption of this ASU will have on the disclosures in our consolidated financial statements.
+Added: In November 2024, the FASB issued ASU No.
+Added: 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses.
+Added: This ASU requires disclosure, within the footnotes to the financial statements, of specified costs and expenses disaggregated from the amounts presented on consolidated statements of operations.
+Added: The guidance in this ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.
We are currently evaluating the impact that our adoption of this ASU will have on the disclosures in our consolidated financial statements.
4 unchanged sentences
Depending on the terms of the contract, either we or the customer arranges delivery of the product to the customer’s intended destination.
−Removed: When we arrange delivery of the product and control of the product transfers upon loading, we recognize freight revenue, which was $ 92 million for 2023, $ 91 million for 2022, and not material for 2021.
+Added: When we arrange delivery of the product and control of the product transfers upon loading, we recognize freight revenue, which was $ 78 million for 2024, $ 92 million for 2023, and $ 91 million for 2022.
Certain of our contracts require us to supply products on a continuous basis to the customer.
4 unchanged sentences
As discussed in Note 10—Equity Method Investment, we have transactions in the normal course of business with PLNL, reflecting our obligation to purchase 50% of the ammonia produced by PLNL at current market prices.
−Removed: Other than products purchased from PLNL, products purchased in the marketplace in order to satisfy the obligations of our customers were not material during 2023 and 2022, and $ 68 million for 2021.
+Added: Other than products purchased from PLNL, products purchased in the marketplace in order to satisfy the obligations of our customers were not material during 2024, 2023 and 2022.
+Added: CF INDUSTRIES HOLDINGS, INC.
Transaction Price
4 unchanged sentences
Returns of our product by our customers are permitted only when the product is not to specification.
−Removed: Returns were not material during 2023, 2022 or 2021.
+Added: Returns were not material during 2024, 2023 and 2022.
We offer cash incentives to certain customers generally based on the volume of their purchases over the fertilizer year ending June 30.
Our cash incentives do not provide an option to the customer for additional product.
−Removed: Accrual of these incentives involves the use of estimates, including how much product the customer will purchase and whether the customer will achieve a
−Removed: CF INDUSTRIES HOLDINGS, INC.
−Removed: certain level of purchases within the incentive period.
+Added: Accrual of these incentives involves the use of estimates, including how much product the customer will purchase and whether the customer will achieve a certain level of purchases within the incentive period.
The balances of customer incentives accrued at December 31, 2024 and 2023 were not material.
28 unchanged sentences
The decrease in the balance of customer advances was due primarily to lower average selling prices in 2024 compared to 2023.
−Removed: During 2023, all of our customer advances that were recorded as of December 31, 2022 were recognized as revenue.
−Removed: We have certain customer contracts with performance obligations where if the customer does not take the required amount of product specified in the contract, then the customer is required to make a payment to us, the amount of which payment may vary based upon the terms and conditions of the applicable contract.
+Added: All of our customer advances that were recorded as of December 31, 2023 were recognized as revenue in 2024.
+Added: We have certain customer contracts with performance obligations where if the customer does not take the required amount of product specified in the contract, then the customer is required to make a payment to us, the amount of which may vary based upon the terms and conditions of the applicable contract.
As of December 31, 2024, excluding contracts with original durations of less than one year, and based on the minimum product tonnage to be sold and current market price estimates, our remaining performance obligations under these contracts were approximately $ 2.2 billion.
−Removed: We expect to recognize approximately 28 % of these performance obligations as revenue in 2024, approximately 17 % as revenue during 2025-2027, approximately 14 % as revenue during 2028-2030, and the remainder as revenue thereafter.
+Added: CF INDUSTRIES HOLDINGS, INC.
+Added: recognize approximately 24 % of these performance obligations as revenue in 2025, approximately 26 % as revenue during 2026-2028, approximately 17 % as revenue during 2029-2031, and the remainder as revenue thereafter.
Subject to the terms and conditions of the applicable contracts, if these customers do not satisfy their purchase obligations under such contracts, the minimum amount that they would be required to pay to us under such contracts, in the aggregate, was approximately $ 1.2 billion as of December 31, 2024.
3 unchanged sentences
We have also elected the practical expedient to not capitalize any incremental costs associated with obtaining a contract that has a duration of less than one year, and there were no costs capitalized during 2024, 2023 or 2022.
−Removed: CF INDUSTRIES HOLDINGS, INC.
+Added: Supply Contract Liability
+Added: In connection with our acquisition of the Waggaman ammonia production facility, we entered into a long-term ammonia offtake agreement providing for us to supply up to 200,000 tons of ammonia per year to Dyno Nobel, Inc.
+Added: (the Supply Contract).
+Added: The terms of the Supply Contract were determined to be unfavorable compared to market as of the acquisition date.
+Added: As a result, we recorded an intangible liability with an acquisition date fair value of $ 757 million, which is being amortized to net sales over the estimated life of the Supply Contract of 25 years.
+Added: For the years ended December 31, 2024 and 2023, we amortized $ 30 million and $ 3 million, respectively, of the Supply Contract liability into net sales.
+Added: As of December 31, 2024 and 2023, we had $ 724 million and $ 754 million, respectively, in Supply Contract liability on our consolidated balance sheets.
+Added: Estimated amortization of the Supply Contract liability for each of the fiscal years from 2025 to 2029 is approximately $ 30 million.
+Added: See Note 6—Acquisition of Waggaman Ammonia Production Facility for additional information.
Net Earnings Per Share
14 unchanged sentences
In the computation of diluted earnings per common share, potentially dilutive stock-based awards are excluded if the effect of their inclusion is anti-dilutive.
−Removed: Shares for anti-dilutive stock-based awards not included in the computation of diluted earnings per common share were zero for the years ended December 31, 2023 and 2022 and 0.9 million for the year ended December 31, 2021.
+Added: Shares for anti-dilutive stock-based awards not included in the computation of diluted earnings per common share were zero for the years ended December 31, 2024, 2023 and 2022.
Acquisition of Waggaman Ammonia Production Facility
1 unchanged sentence
subsidiary of Australia-based Incitec Pivot Limited (IPL), pursuant to an asset purchase agreement with DNLA and IPL.
−Removed: The facility has a nameplate capacity of 880,000 tons of ammonia annually.
−Removed: Our acquisition of the Waggaman facility is intended to expand our ammonia manufacturing and distribution capacity, including our ability to enable low-carbon ammonia production.
+Added: The facility has a nameplate production capacity of 880,000 tons of ammonia annually.
+Added: Our acquisition of the Waggaman facility expanded our ammonia manufacturing and distribution capacity.
In connection with the acquisition, we entered into a long-term ammonia offtake agreement providing for us to supply up to 200,000 tons of ammonia per year to IPL’s Dyno Nobel, Inc.
subsidiary (the Supply Contract).
−Removed: Under the terms of the asset purchase agreement, $ 425 million of the purchase price of $ 1.675 billion, subject to adjustment, was allocated by the parties to the ammonia offtake agreement.
−Removed: We funded the balance of the purchase price with $ 1.223 billion of cash on hand.
−Removed: The consideration transferred reflects an estimated net working capital adjustment and other adjustments to the purchase price, which is subject to further adjustment pursuant to the terms of the asset purchase agreement.
−Removed: We expect any further purchase price adjustments required under the asset purchase agreement will be completed in 2024.
−Removed: In connection with the Waggaman acquisition, we incurred $ 36 million of acquisition-related costs in 2023, which are included in acquisition and integration costs in our consolidated statement of operations.
−Removed: We accounted for the acquisition as a business combination.
−Removed: The following table summarizes the preliminary allocation of the acquisition date fair value of the consideration transferred to the assets acquired and liabilities assumed.
−Removed: The estimated fair value of the assets acquired and liabilities assumed is based on the estimated net realizable value for inventory, a replacement cost approach for property, plant and equipment and the income approach for intangible assets and the Supply Contract liability.
−Removed: Final determination of the fair values may result in adjustments to the amounts presented below due primarily to customary post-closing purchase price adjustment procedures specified under the terms of the asset purchase agreement, as discussed above.
+Added: Under the terms of the asset
CF INDUSTRIES HOLDINGS, INC.
−Removed: Preliminary Valuation (1)
+Added: purchase agreement, $ 425 million of the purchase price of $ 1.675 billion, subject to adjustment, was allocated by the parties to the ammonia offtake agreement.
+Added: We funded the balance of the initial purchase price on the acquisition date with $ 1.223 billion of cash on hand.
+Added: The consideration transferred on the acquisition date reflected an estimated net working capital adjustment and other adjustments to the purchase price, which was subject to further adjustment pursuant to the terms of the asset purchase agreement.
+Added: The purchase price adjustments required under the asset purchase agreement were finalized in the second quarter of 2024, which resulted in a $ 2 million reduction in the purchase price with a corresponding reduction in goodwill.
+Added: As a result, the final purchase price was $ 1.221 billion, and we finalized our purchase accounting for the Waggaman ammonia production facility in the second quarter of 2024.
+Added: In connection with the Waggaman acquisition, we incurred $ 4 million of integration costs in 2024 and $ 3 million and $ 36 million, respectively, of integration costs and acquisition-related costs in 2023, which are included in acquisition and integration costs in our consolidated statements of operations.
+Added: We accounted for the acquisition as a business combination.
+Added: The following table summarizes the allocation of the acquisition date fair value of the consideration transferred to the assets acquired and liabilities assumed.
+Added: The estimated fair value of the assets acquired and liabilities assumed was based on the estimated net realizable value for inventory, a replacement cost approach for property, plant and equipment and the income approach for intangible assets and the Supply Contract liability.
+Added: Original Valuation (1)
+Added: Net Adjustments
+Added: to Fair Value (2)
(in millions)
2 unchanged sentences
Property, plant and equipment 1,022 — 1,022
+Added: Goodwill 406 ( 2 ) 404
Other assets 539 — 539
7 unchanged sentences
(1) The purchase price related to the acquisition was initially allocated based on the information available at the acquisition date.
+Added: (2) We finalized our purchase accounting for the Waggaman ammonia production facility in the second quarter of 2024.
Current assets acquired included accounts receivable of $ 32 million and inventory of $ 5 million.
−Removed: The acquired property, plant and equipment will be depreciated over a period consistent with our existing fixed assets depreciation policy.
+Added: The acquired property, plant and equipment is being depreciated over a period consistent with our fixed assets depreciation policy.
The acquisition resulted in the recognition of $ 404 million of goodwill, which is recognized in our ammonia segment.
1 unchanged sentence
Other assets acquired included intangible assets of $ 526 million, including $ 455 million of customer relationships and $ 71 million related to a favorable personal property tax agreement.
−Removed: The acquired intangible assets will be amortized over a period consistent with our existing intangible asset amortization policy.
+Added: The acquired intangible assets are being amortized over a period consistent with our existing intangible asset amortization policy.
See Note 9—Goodwill and Other Intangible Assets, for additional information related to goodwill and the acquired intangible assets.
In addition, the terms of the Supply Contract were determined to be unfavorable compared to market as of the acquisition date.
−Removed: As a result, we recorded an intangible liability, reflected as Supply Contract liability in the table above, with an acquisition date fair value of $ 757 million, which will be amortized to net sales over the estimated life of the Supply Contract of 25 years.
−Removed: Financial results of the Waggaman facility are included in our consolidated statement of operations from the acquisition date of December 1, 2023.
+Added: As a result, we recorded an intangible liability, reflected as Supply Contract liability in the table above, with an acquisition date fair value of $ 757 million, which is being amortized to net sales over the estimated life of the Supply Contract of 25 years.
+Added: Financial results of the Waggaman facility are included in our consolidated statements of operations from the acquisition date of December 1, 2023.
For the year ended December 31, 2023, the amount of net sales and net earnings of the Waggaman facility included in our consolidated statement of operations was $ 28 million and $ 7 million, respectively.
+Added: CF INDUSTRIES HOLDINGS, INC.
Estimates utilized in determining the fair value of acquired assets and assumed liabilities
2 unchanged sentences
The estimated future cash flows were discounted to their present value using an appropriate risk-adjusted discount rate from the perspective of a market participant.
−Removed: Key assumptions used in estimating future cash flows include forecasted product selling prices, future production and sales volumes, probability of renewal, projected natural gas costs, operating rates, operating expenses, inflation, tax rates, capital spending, and contributory asset charges, among other factors.
+Added: Key assumptions used in estimating future cash flows included forecasted product selling prices, future production and sales volumes, probability of renewal, projected natural gas costs, operating rates, operating expenses, inflation, tax rates, capital spending, and contributory asset charges, among other factors.
The discount rate utilized in estimating the fair value of the customer relationships was 9.0 % and was derived using a capital asset pricing model and publicly available data for comparable companies to estimate the cost of equity financing.
4 unchanged sentences
This method included estimating the future cash flows by applying both a market price and the contract price in determining the respective forecasted sales.
−Removed: The difference in the estimated future cash flows using the resulting forecasted
−Removed: CF INDUSTRIES HOLDINGS, INC.
−Removed: sales was then discounted to present value at the date of acquisition using an appropriate risk-adjusted discount rate from the perspective of a market participant.
−Removed: Key assumptions used in estimating future cash flows include forecasted product selling price, specifically the market price in excess of the contract price, future production and sales volumes, probability of renewal, and inflation, among other factors.
+Added: The difference in the estimated future cash flows using the resulting forecasted sales was then discounted to present value at the date of acquisition using an appropriate risk-adjusted discount rate from the perspective of a market participant.
+Added: Key assumptions used in estimating future cash flows included forecasted product selling price, specifically the market price in excess of the contract price, future production and sales volumes, probability of renewal, and inflation, among other factors.
The discount rate utilized in estimating the fair value of the Supply Contract liability was 6.2 % and was derived based on the historical cost of our issued debt and treasury and corporate bond yields as of the acquisition date.
2 unchanged sentences
United Kingdom Operations Restructuring and Impairment Charges
−Removed: 2021 Impairment
+Added: Impairment and Restructuring
During the third quarter of 2021, the United Kingdom began experiencing an energy crisis that included a substantial increase in the price of natural gas.
−Removed: In the first half of 2021, natural gas prices had increased to levels that were considered high compared to historical prices, and prices then more than doubled within the third quarter of 2021.
−Removed: On September 15, 2021, we announced the halt of operations at both our Ince and Billingham manufacturing facilities in the United Kingdom due to negative profitability driven by the high cost of natural gas.
−Removed: Shortly thereafter, our Billingham facility resumed operations.
−Removed: energy crisis necessitated an evaluation of the long-lived assets, including definite-lived intangible assets, and goodwill of our U.K.
+Added: energy crisis necessitated evaluations of the long-lived assets, including definite-lived intangible assets, and goodwill of our U.K.
operations to determine if their fair value had declined to below their carrying value.
−Removed: We performed the impairment evaluations on the U.K.
−Removed: Ammonia, U.K.
−Removed: Other asset groups’ long-lived assets, including definite-lived intangible assets, and the U.K.
−Removed: Ammonia, U.K.
−Removed: Other reporting units’ goodwill as of September 30, 2021.
−Removed: Our assets groups are the same as our reporting units.
−Removed: Based on these analyses, we concluded that a decline in fair value below carrying value had occurred, and we recognized impairment charges of $ 495 million in the third quarter of 2021, consisting of long-lived and intangible asset impairment charges of $ 236 million and a goodwill impairment charge of $ 259 million.
−Removed: In the fourth quarter of 2021, natural gas prices in the United Kingdom continued to rise, which triggered an additional impairment test of long-lived assets and goodwill and resulted in an additional goodwill impairment charge of $ 26 million.
−Removed: The results of our long-lived asset impairment test indicated that no additional long-lived asset impairment existed, as the undiscounted cash flows were in excess of the carrying values for each of the U.K.
−Removed: asset groups.
−Removed: For the full year ended December 31, 2021, these evaluations resulted in total impairment charges of $ 521 million, consisting of goodwill impairment of $ 285 million and long-lived and intangible asset impairment of $ 236 million, of which $ 50 million related to definite-lived intangible assets.
+Added: For the full year ended December 31, 2021, these evaluations resulted in goodwill and long-lived and intangible asset impairment charges.
As of December 31, 2021, no goodwill related to our U.K.
reporting units remained.
−Removed: 2022 Impairment and Restructuring
During the first quarter of 2022, we concluded that the continued impacts of the U.K.
39 unchanged sentences
For the full year ended December 31, 2022, as a result of the above, we recognized total impairment and restructuring charges of $ 258 million, consisting of long-lived and intangible asset impairment charges of $ 239 million and restructuring charges of $ 19 million.
−Removed: As of December 31, 2022, amounts accrued related to the final restructuring plan for our U.K.
−Removed: operations consisted of $ 2 million for employee contractual and one-time termination benefits and $ 6 million for asset retirement obligations.
−Removed: See Note 8—Property, Plant and Equipment—Net, Note 9—Goodwill and Other Intangible Assets and Note 24—Asset Retirement Obligations for additional information.
+Added: In July 2023, we approved and announced our proposed plan to permanently close the ammonia plant at our Billingham complex, and, in September 2023, the final plan was approved.
+Added: As a result, in 2023, we recognized total charges of $ 10 million, which is included in the U.K.
+Added: operations restructuring line item in our consolidated statements of operations, consisting primarily of the recognition of an asset retirement obligation and post-employment benefits related to contractual and statutory obligations due to employees whose employment would be terminated.
Assumptions in the 2022 impairment evaluations
−Removed: The valuation of our asset groups and reporting units requires significant judgment in evaluating recent indicators of market activity and estimating future cash flows, discount rates, and other factors.
−Removed: The expected cash flows used in the long-lived asset and goodwill impairment tests reflected assumptions about product selling prices and natural gas costs, as well as estimates of future production and sales volumes, operating rates, operating expenses, inflation, discount rates, tax rates and capital spending.
−Removed: The valuations also incorporate assumptions regarding the time it could take for the U.K.
+Added: The valuation of our asset groups and reporting units required significant judgment in evaluating recent indicators of market activity and estimating future cash flows, discount rates, and other factors.
+Added: The expected cash flows used in the long-lived asset impairment tests reflected assumptions about product selling prices and natural gas costs, as well as estimated future production and sales volumes, operating rates, operating expenses, inflation, discount rates, tax rates and capital spending.
+Added: The valuations also incorporated assumptions regarding the time it could take for the U.K.
energy crisis to be resolved.
1 unchanged sentence
asset group that is planned for abandonment, salvage value.
−Removed: For purposes of our goodwill impairment analyses in 2021, we estimated the fair value of the reporting units using the income approach, which incorporated the estimated future cash flows and a terminal value discounted to their present value using an appropriate risk-adjusted discount rate from the perspective of a market participant.
−Removed: The estimated future cash flows were based on our internal forecasts, updated for recent events at that time.
−Removed: These estimated future cash flows went beyond the specific operating plans, using a terminal value calculation, which incorporated historical and forecasted trends and an estimate of long-term future growth rates.
−Removed: The future growth rates were based on our view of the long-term outlook for each reporting unit.
−Removed: CF INDUSTRIES HOLDINGS, INC.
−Removed: The discount rates utilized in the income approach, for our goodwill impairment tests, and to discount the cash flows in calculating long-lived asset impairment, were derived using a capital asset pricing model and analyzing published rates for industries relevant to our reporting units to estimate the cost of equity financing.
+Added: The discount rates utilized to discount the cash flows in calculating long-lived asset impairment were derived using a capital asset pricing model and analyzing published rates for industries relevant to our reporting units to estimate the cost of equity financing.
The discount rates were commensurate with the risks and uncertainties inherent in the business and in the United Kingdom and our cash flow forecasts, updated for recent events at that time.
Additional assumptions utilized in the long-lived asset impairment analyses were royalty rates and attrition rates in estimating the fair value of our definite-lived intangible assets, consisting of trade names and customer relationships, for which we used the relief from royalty method of the income approach and the multi-period excess earnings method, respectively.
+Added: CF INDUSTRIES HOLDINGS, INC.
For the asset groups that comprise the continuing U.K.
4 unchanged sentences
Due to the inherent uncertainties involved in making estimates and assumptions, actual results may differ from those assumed in our forecasts.
−Removed: 2023 Restructuring
−Removed: In July 2023, we approved and announced our proposed plan to permanently close the ammonia plant at our Billingham complex, and, in September 2023, the final plan was approved.
−Removed: As a result, in 2023, we recognized total charges of $ 10 million consisting primarily of the recognition of an asset retirement obligation and post-employment benefits related to contractual and statutory obligations due to employees whose employment would be terminated.
Property, Plant and Equipment—Net
12 unchanged sentences
Depreciation and amortization related to property, plant and equipment was $ 921 million, $ 861 million and $ 838 million in 2024, 2023 and 2022, respectively.
−Removed: In June 2022, we approved and announced our proposed plan to restructure our U.K.
−Removed: operations, including the planned permanent closure of our Ince facility and optimization of the remaining manufacturing operations at our Billingham facility.
−Removed: As a result, in the second quarter of 2022, we recorded an asset impairment charge of $ 135 million to write down the property, plant and equipment at the Ince facility to its estimated salvage value.
−Removed: The asset impairment consisted of $ 128 million related to machinery and equipment, $ 2 million relating to buildings and improvements, and $ 5 million related to construction in progress.
−Removed: CF INDUSTRIES HOLDINGS, INC.
−Removed: In the third quarter of 2022, the United Kingdom continued to experience extremely high and volatile natural gas prices.
−Removed: Given the increase in the price of natural gas in the United Kingdom and the lack of a corresponding increase in global nitrogen product market prices, in September 2022, we temporarily idled ammonia production at our Billingham complex.
−Removed: As a result, we concluded that an additional impairment test was triggered for the asset groups that comprise the continuing U.K.
−Removed: The results of our impairment test indicated that the carrying values for our U.K.
−Removed: Ammonia and U.K.
−Removed: AN asset groups exceeded the undiscounted estimated future cash flows.
−Removed: As a result, we recognized asset impairment charges of $ 87 million, of which $ 69 million related to property, plant and equipment, consisting of $ 57 million related to machinery and equipment and $ 12 million related to construction in progress.
−Removed: See Note 7—United Kingdom Operations Restructuring and Impairment Charges for additional information.
Plant turnarounds —Scheduled inspections, replacements and overhauls of plant machinery and equipment at our continuous process manufacturing facilities during a full plant shutdown are referred to as plant turnarounds.
−Removed: The expenditures related to turnarounds are capitalized in property, plant and equipment when incurred.
−Removed: Scheduled replacements and overhauls of plant machinery and equipment during a plant turnaround include the dismantling, repair or replacement and installation of various components including piping, valves, motors, turbines, pumps, compressors and heat exchangers and the replacement of catalysts when a full plant shutdown occurs.
−Removed: Scheduled inspections, including required safety inspections which entail the disassembly of various components such as steam boilers, pressure vessels and other equipment requiring safety certifications, are also conducted during full plant shutdowns.
−Removed: Internal employee costs and overhead amounts are not considered turnaround costs and are not capitalized.
+Added: The expenditures related to plant turnarounds are capitalized in property, plant and equipment when incurred.
+Added: Scheduled replacements and overhauls of plant machinery and equipment during a plant turnaround include the dismantling, repair or replacement and installation of various components including piping, valves, motors, turbines, pumps, compressors and heat exchangers and the replacement of catalysts.
+Added: Scheduled inspections, including required safety inspections which entail the disassembly of various components such as steam boilers, pressure vessels and other equipment requiring safety certifications, are also conducted during plant turnarounds.
+Added: Internal employee costs and overhead amounts are not considered plant turnaround costs and are not capitalized.
+Added: CF INDUSTRIES HOLDINGS, INC.
The following is a summary of capitalized plant turnaround costs:
17 unchanged sentences
( 2 ) — — — — ( 2 )
+Added: Effect of exchange rate changes ( 1 ) — — — — ( 1 )
Balance as of December 31, 2024 $ 980 $ 828 $ 576 $ 69 $ 39 $ 2,492
1 unchanged sentence
(1) See Note 6—Acquisition of Waggaman Ammonia Production Facility for additional information.
−Removed: Goodwill is not amortized, but is reviewed for impairment annually in the fourth quarter or more frequently whenever events or circumstances indicate that the carrying value may not be recoverable.
−Removed: During the third quarter of 2021, in light of the unprecedented increase in natural gas prices in the United Kingdom and its estimated impact on our U.K.
−Removed: operations, we identified a triggering event indicating possible impairment of goodwill within our U.K.
−Removed: Ammonia, U.K.
−Removed: Other reporting units.
−Removed: Due to the triggering event, we performed an interim quantitative goodwill impairment analysis as of September 30, 2021 for our U.K.
−Removed: Ammonia, U.K.
−Removed: Other reporting units.
−Removed: We estimated the fair value of the reporting units using the income approach described in Note 7—United Kingdom Operations Restructuring and Impairment Charges.
−Removed: Based on the evaluation performed, we determined that the carrying value of all three reporting units exceeded their
−Removed: CF INDUSTRIES HOLDINGS, INC.
−Removed: fair value, which resulted in a goodwill impairment charge totaling $ 259 million in the third quarter of 2021.
−Removed: The goodwill impairment was calculated as the amount that the carrying value of the reporting unit, including any goodwill, exceeded its fair value, limited to the total amount of goodwill allocated to the reporting unit.
−Removed: In the fourth quarter of 2021, the continued impacts of the U.K.
−Removed: energy crisis triggered an additional impairment test of goodwill, which resulted in an additional goodwill impairment charge of $ 26 million.
−Removed: As a result, we had no remaining goodwill related to our U.K.
−Removed: operations on our consolidated balance sheet as of December 31, 2021.
−Removed: For the year ended December 31, 2021, goodwill impairment totaled $ 285 million, of which $ 9 million related to our Ammonia segment, $ 241 million related to our AN segment and $ 35 million related to our Other segment.
−Removed: See Note 7—United Kingdom Operations Restructuring and Impairment Charges for additional information.
Other Intangible Assets
10 unchanged sentences
Total intangible assets $ 579 $ ( 72 ) $ 507 $ 578 $ ( 40 ) $ 538
−Removed: In connection with our acquisition of the Waggaman ammonia production facility, we recorded $ 526 million of intangible assets, including $ 455 million of customer relationships and $ 71 million related to a favorable personal property tax agreement.
+Added: In connection with our acquisition of the Waggaman ammonia production facility on December 1, 2023, we recorded $ 526 million of intangible assets, including $ 455 million of customer relationships and $ 71 million related to a favorable personal property tax agreement.
See Note 6—Acquisition of Waggaman Ammonia Production Facility for additional information.
4 unchanged sentences
Estimated amortization expense related to this intangible asset for each of the fiscal years from 2025 to 2029 is approximately $ 6 million.
+Added: CF INDUSTRIES HOLDINGS, INC.
In June 2022, we approved and announced our proposed plan to restructure our U.K.
10 unchanged sentences
See Note 7—United Kingdom Operations Restructuring and Impairment Charges for additional information.
−Removed: During the fourth quarter of 2021, as we had estimated that we had sufficient emission credits for our 2021 obligations, we sold excess U.K.
−Removed: emission credits, including those purchased in the third quarter of 2021, for approximately $ 46 million and recognized a corresponding gain of $ 27 million, which is included in other operating—net in our consolidated statement of operations for the year ended December 31, 2021.
−Removed: CF INDUSTRIES HOLDINGS, INC.
Equity Method Investment
1 unchanged sentence
We include our share of the net earnings from this equity method investment as an element of earnings from operations because PLNL provides additional production to our operations and is integrated with our other supply chain and sales activities in the Ammonia segment.
−Removed: PLNL’s ammonia production facility relies on natural gas supplied, under a gas sales contract, by The National Gas Company of Trinidad and Tobago Limited (NGC).
−Removed: The prior gas sales contract had an expiration date of September 2023.
+Added: PLNL 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).
+Added: The NGC Contract had an expiration date of September 2023.
In the third quarter of 2023, PLNL entered into a new gas sales contract with NGC (the New NGC Contract), which is effective October 2023 through December 2025.
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.
−Removed: As a result, we recorded an impairment of our equity method investment in PLNL of $ 43 million, which is reflected in equity in (loss) earnings of operating affiliate on our consolidated statement of operations for the year ended December 31, 2023.
+Added: 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 on our consolidated statement of operations for the year ended December 31, 2023.
As of December 31, 2024, the total carrying value of our equity method investment in PLNL was $ 29 million.
14 unchanged sentences
Nonqualified employee benefit trusts 15 2 — 17
+Added: CF INDUSTRIES HOLDINGS, INC.
December 31, 2023
9 unchanged sentences
Nonqualified employee benefit trusts 16 1 — 17
−Removed: Under our short-term investment policy, we may invest our cash balances, either directly or through mutual funds, in several types of investment-grade securities, including notes and bonds issued by governmental entities or corporations.
+Added: Under our short-term investment policy, we may invest our cash balances, either directly or through mutual funds, in several types of investment-grade securities, including notes and bonds issued by governmental entities or corporations and also in bank deposits.
Securities issued by governmental entities include those issued directly by the U.S.
2 unchanged sentences
and those guaranteed by entities affiliated with governmental entities.
−Removed: CF INDUSTRIES HOLDINGS, INC.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
25 unchanged sentences
We maintain trusts associated with certain nonqualified supplemental pension plans.
−Removed: The fair values of the trust assets are based on daily quoted prices in an active market, which represent the net asset values of the shares held in the trusts, and are included on our consolidated balance sheets in other assets.
−Removed: Debt securities are accounted for as available-for-sale securities, and changes in fair value are reported in other comprehensive income.
+Added: The fair values of the trust assets are based on daily quoted prices in an active market and are included on our consolidated balance sheets in other assets.
+Added: CF INDUSTRIES HOLDINGS, INC.
+Added: securities are accounted for as available-for-sale securities, and changes in fair value are reported in other comprehensive income.
Changes in the fair value of available-for-sale equity securities in the trust assets are recognized through earnings.
5 unchanged sentences
See Note 17—Derivative Financial Instruments for additional information.
−Removed: CF INDUSTRIES HOLDINGS, INC.
Financial Instruments
−Removed: The carrying amounts and estimated fair values of our financial instruments are as follows:
+Added: The carrying amount and estimated fair value of our financial instruments are as follows:
December 31, 2024 December 31, 2023
7 unchanged sentences
We also have assets and liabilities that may be measured at fair value on a nonrecurring basis;
−Removed: that is, the assets and liabilities are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment, when there is allocation of purchase price in an acquisition or when a new liability is being established that requires fair value measurement.
+Added: that is, the assets and liabilities are not measured at fair value on a recurring basis, but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment, when there is allocation of purchase price in an acquisition or when a new liability is being established that requires fair value measurement.
These include long-lived assets, goodwill and other intangible assets and investments in unconsolidated subsidiaries, such as equity method investments, which may be written down to fair value as a result of impairment.
11 unchanged sentences
Domestic $ 1,533 $ 2,248 $ 4,699
−Removed: — 396 ( 436 )
Earnings before income taxes $ 1,762 $ 2,248 $ 5,095
19 unchanged sentences
tax on foreign earnings 1 4 3
−Removed: Non-deductible goodwill impairment — — 60
+Added: Foreign-derived intangible income deduction ( 27 ) ( 20 ) ( 48 )
Transfer pricing arbitration — — 69
−Removed: Federal income tax return audits — — ( 38 )
Other ( 19 ) ( 23 ) 54
4 unchanged sentences
See Note 19—Noncontrolling Interest for additional information.
−Removed: CF INDUSTRIES HOLDINGS, INC.
The foreign tax rate differential is impacted by the inclusion of equity earnings from our equity method investment in PLNL, a foreign operating affiliate, which are included in pre-tax earnings on an after-tax basis.
−Removed: In 2021, the foreign tax rate differential includes $ 12 million of tax expense for the revaluing of deferred taxes due to an enacted rate change in the jurisdiction of a foreign subsidiary.
−Removed: tax on foreign earnings is inclusive of the current year tax on global intangible low-tax income (GILTI), benefit from the GILTI Section 250 deduction and foreign tax credits, as well as adjustments to prior year amounts for these items.
−Removed: Non-deductible goodwill impairment in the table above relates to the goodwill impairment recognized in 2021 as described in Note 7—United Kingdom Operations Restructuring and Impairment Charges.
−Removed: We did not record an income tax benefit for the goodwill impairment as it is nondeductible for income tax purposes.
−Removed: In 2021, we reached agreement on certain issues related to U.S.
−Removed: federal income tax audits for the tax years 2012 through 2016 and reversed accruals for unrecognized tax benefits of $ 13 million related to those tax years.
−Removed: This resulted in a $ 38 million federal income tax benefit, which included the reduction in our unrecognized tax benefits.
−Removed: The federal income tax benefit was offset by $ 12 million of state income tax liability resulting from adjustments to U.S.
−Removed: federal taxable income, which is included in the line “State income tax, net of federal” in the table above.
+Added: tax on foreign earnings is inclusive of the U.S.
+Added: tax on our 50 % ownership in PLNL, current year tax on GILTI, benefit from the GILTI Section 250 deduction and foreign tax credits, as well as adjustments to prior year amounts for these items.
+Added: CF INDUSTRIES HOLDINGS, INC.
Canada Revenue Agency Competent Authority Matter
13 unchanged sentences
Due primarily to the availability of additional foreign tax credits to offset in part the increased Canadian tax referenced above, we filed amended tax returns in the United States to request a refund of taxes paid.
+Added: In the third quarter of 2024, we were informed that the CRA granted us discretionary interest relief for certain tax years from 2006 through 2011.
+Added: In the fourth quarter of 2024, we received the CRA portion of the interest relief consisting of interest refunds of $ 21 million and related interest of $ 2 million.
+Added: Based on current estimates and foreign currency exchange rates as of December 31, 2024, 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.
+Added: 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.
CF INDUSTRIES HOLDINGS, INC.
18 unchanged sentences
Net deferred tax liability $ ( 871 ) $ ( 999 )
−Removed: As of December 31, 2023, we recorded a deferred tax liability of $ 9 million on the undistributed earnings of our Canadian subsidiaries for which the Company does not have an indefinite reinvestment assertion.
−Removed: We have not provided for deferred taxes on the remainder of undistributed earnings from our foreign subsidiaries because such earnings would not give rise to additional tax liabilities upon repatriation or such earnings are considered to be indefinitely reinvested.
+Added: The Company does not have an indefinite reinvestment assertion in any of our foreign subsidiaries.
+Added: As of December 31, 2024, we recorded a deferred tax liability of $ 14 million on the undistributed earnings of our Canadian subsidiaries.
+Added: We have not provided for deferred taxes on the remainder of our undistributed earnings from our foreign subsidiaries because such earnings would not give rise to additional tax liabilities upon repatriation.
As of December 31, 2024, our net operating loss and capital loss carryforwards consist primarily of state net operating loss carryforwards of $ 56 million, of which $ 15 million will expire at various dates between 2036 and 2044 and the remaining $ 41 million can be carried forward indefinitely, and foreign capital loss carryforwards of $ 49 million, which can be carried forward indefinitely.
3 unchanged sentences
The state tax credits have expiration dates generally ranging from 2039 to 2044.
+Added: In 2024, the net decrease in the valuation allowance is primarily attributable to a reduction of $ 83 million in a capital loss carryforward and the associated valuation allowance for one of our foreign subsidiaries in Canada.
+Added: Additionally, based on income generated in the United Kingdom and the reversal of deferred tax assets, the remaining valuation allowance originally recorded in 2022 for one of our foreign subsidiaries in the United Kingdom was released in 2024, resulting in an $ 11 million decrease to the valuation allowance.
+Added: Both of these decreases were partially offset by the impact of changes in foreign currency exchange rates.
In 2023, the net increase in the valuation allowance is primarily attributable to excess foreign tax credits associated with certain U.S.
2 unchanged sentences
foreign tax credit limitation rules, are not expected to be utilized prior to expiration and have a full valuation allowance of $ 55 million reflecting an increase of $ 11 million in 2023.
−Removed: Based on recent income generated in the United Kingdom, a portion of the deferred tax assets for which a full valuation allowance had been recorded in 2022 was utilized in 2023, resulting in a $ 7 million decrease to the deferred tax assets and the valuation allowance of one of our foreign subsidiaries in the United Kingdom.
+Added: Based on recent income generated in the United Kingdom, a portion of the deferred tax assets for which a full valuation allowance had been recorded in 2022 was
+Added: CF INDUSTRIES HOLDINGS, INC.
+Added: utilized in 2023, resulting in a $ 7 million decrease to the deferred tax assets and the valuation allowance of one of our foreign subsidiaries in the United Kingdom.
In 2022, the net increase in the valuation allowance is primarily attributable to excess foreign tax credits associated with certain U.S.
2 unchanged sentences
foreign tax credit limitation rules, are not expected to be utilized prior to expiration and have a full valuation allowance of $ 44 million reflecting an increase of $ 26 million in 2022.
−Removed: Based on recent losses generated in the United Kingdom, and projections for future income over the period for which the deferred tax assets will
−Removed: CF INDUSTRIES HOLDINGS, INC.
−Removed: reverse, we believe it is more likely than not that the foreign subsidiary in the United Kingdom will not realize the deferred tax assets and therefore have recorded a full valuation allowance of $ 24 million.
+Added: Based on recent losses generated in the United Kingdom, and projections for future income over the period for which the deferred tax assets will reverse, we believe it is more likely than not that the foreign subsidiary in the United Kingdom will not realize the deferred tax assets and therefore have recorded a full valuation allowance of $ 24 million.
See Note 7—United Kingdom Operations Restructuring and Impairment Charges for additional detail.
−Removed: In 2021, the valuation allowance activity was primarily attributable to state tax credit carryforwards and excess foreign tax credits associated with certain U.S.
−Removed: taxed foreign branch income.
−Removed: Due to the expiration of statute of limitations on state tax credits and increases in taxable income, we no longer have valuation allowances on the remaining state tax credit carryforwards resulting in a decrease of $ 27 million.
−Removed: The excess foreign tax credits carried forward, subject to U.S.
−Removed: foreign tax credit limitation rules, are not expected to be utilized prior to expiration and have a full valuation allowance of approximately $ 18 million.
Unrecognized Tax Benefits
8 unchanged sentences
Balance as of December 31 $ 230 $ 222
−Removed: In 2023, we increased the amount of our unrecognized tax benefits by $ 74 million, which primarily relates to refunds claimed on the U.S.
−Removed: amended returns filed during the year, as discussed above under Canada Revenue Agency Competent Authority Matter.
−Removed: In addition, we reduced the amount of unrecognized tax benefits by $ 33 million, reflecting primarily the settlement of issues raised on state and Canadian income tax audits for various open tax years.
+Added: In 2024, we increased the amount of our unrecognized tax benefit by $ 8 million, which primarily relates to transfer pricing positions.
As of December 31, 2024, we had $ 230 million of unrecognized tax benefits.
2 unchanged sentences
These receivables are included in other assets on our consolidated balance sheet.
+Added: In 2023, we increased the amount of our unrecognized tax benefits by $ 74 million, which primarily relates to refunds claimed on the U.S.
+Added: amended returns filed during the year, as discussed above under Canada Revenue Agency Competent Authority Matter.
+Added: In addition, we reduced the amount of unrecognized tax benefits by $ 33 million, reflecting primarily the settlement of issues raised on state and Canadian income tax audits for various open tax years.
In 2022, we increased the amount of our unrecognized tax benefits by $ 154 million, which relates primarily to the Canada Revenue Agency Competent Authority Matter discussed above.
2 unchanged sentences
For the amounts ultimately owed and paid to the Canadian tax authorities upon resolution of these tax years, we would seek refunds of related taxes paid in the United States.
−Removed: In 2021, we increased the amount of our unrecognized tax benefits by $ 5 million related to an addition for state investment tax credits.
−Removed: In addition, we reduced the amount of unrecognized tax benefits in 2021 by $ 59 million primarily related to the effective settlement of the U.S.
−Removed: federal income tax audits for the tax years 2012 through 2016, as described above.
We file federal, provincial, state and local income tax returns principally in the United States, Canada and the United Kingdom, as well as in certain other foreign jurisdictions.
1 unchanged sentence
As a result of uncertainties regarding tax audits and their possible outcomes, an estimate of the range of possible impacts to unrecognized tax benefits in the next twelve months cannot be made at this time.
−Removed: Interest expense and penalties related to our unrecognized tax benefits of $( 4 ) million and $ 66 million were recorded for the years ended December 31, 2023 and 2022, respectively.
−Removed: Interest expense and penalties recorded for the year ended December 31, 2021 were not material.
−Removed: Amounts recognized in our consolidated balance sheets for accrued interest and penalties
+Added: Interest expense and penalties related to our unrecognized tax benefits of $ 8 million, $( 4 ) million and $ 66 million were recorded for the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: Amounts recognized in our consolidated balance sheets for accrued interest and penalties related to our unrecognized tax benefits of $ 55 million and $ 51 million as of December 31, 2024 and 2023, respectively, are included in other liabilities.
CF INDUSTRIES HOLDINGS, INC.
−Removed: related to our unrecognized tax benefits of $ 51 million and $ 62 million as of December 31, 2023 and 2022, respectively, are included in other liabilities.
Pension and Other Postretirement Benefits
16 unchanged sentences
Our plan assets, benefit obligations, funded status and amounts recognized on our consolidated balance sheets for our North America and United Kingdom plans as of the December 31 measurement date are as follows:
−Removed: CF INDUSTRIES HOLDINGS, INC.
Pension Plans Retiree Medical Plans
7 unchanged sentences
Employer contributions — 19 22 25 2 2
−Removed: Plan participant contributions — — — — — 1
−Removed: Pension retiree annuity purchase — ( 372 ) — — — —
Benefit payments ( 13 ) ( 11 ) ( 24 ) ( 22 ) ( 2 ) ( 2 )
7 unchanged sentences
Foreign currency translation 9 ( 3 ) 5 ( 19 ) — —
−Removed: Pension retiree annuity purchase — 372 — — — —
−Removed: Plan curtailments — 20 — — — —
Change in assumptions and other 10 ( 8 ) 37 ( 7 ) — 2
1 unchanged sentence
Funded status as of December 31 $ 21 $ 21 $ 28 $ ( 7 ) $ ( 19 ) $ ( 20 )
−Removed: The line titled “change in assumptions and other” for our North America pension plans primarily reflects the impact of losses due to the decrease in discount rates for 2023 and gains due to the increase in discount rates for 2022.
−Removed: The line titled “change in assumptions and other” for our United Kingdom pension plans primarily reflects losses due to the decrease in discount rates and increase in the inflation rate assumptions, partially offset by the change in mortality assumptions for 2023 and gains due to the increase in discount rates for 2022.
+Added: For our North America pension plans, the line titled “change in assumptions and other” for 2024 primarily reflects the impact of gains due to the increase in discount rates, partially offset by the increase in the interest crediting rate for the cash balance portion of the U.S.
+Added: plan and, for 2023, primarily reflects losses due to the decrease in discount rates.
+Added: CF INDUSTRIES HOLDINGS, INC.
+Added: For our United Kingdom pension plans, the line titled “change in assumptions and other” for 2024 primarily reflects gain s due to the increase in discount rates and, for 2023, primarily reflects losses due to the decrease in discount rates and increase in the inflation rate assumptions, partially offset by the change in mortality assumptions.
Amounts recognized on the consolidated balance sheets consist of the following:
5 unchanged sentences
Other assets $ 21 $ 23 $ 28 $ — $ — $ —
−Removed: Accrued expenses — — — — ( 2 ) ( 2 )
+Added: Accounts payable and accrued expenses — — — — ( 2 ) ( 2 )
Other liabilities — ( 2 ) — ( 7 ) ( 17 ) ( 18 )
$ 21 $ 21 $ 28 $ ( 7 ) $ ( 19 ) $ ( 20 )
−Removed: CF INDUSTRIES HOLDINGS, INC.
Pre-tax amounts recognized in accumulated other comprehensive loss consist of the following:
5 unchanged sentences
Prior service cost $ — $ — $ 1 $ 1 $ — $ —
−Removed: Net actuarial loss (gain) 1 6 73 56 ( 6 ) ( 4 )
+Added: Net actuarial (gain) loss ( 3 ) 1 71 73 ( 5 ) ( 6 )
$ ( 3 ) $ 1 $ 72 $ 74 $ ( 5 ) $ ( 6 )
+Added: CF INDUSTRIES HOLDINGS, INC.
Net periodic benefit cost (income) and other amounts recognized in other comprehensive (income) loss for the years ended December 31 included the following:
15 unchanged sentences
Curtailment gains — — 4 — — — — — —
−Removed: Amortization of prior service (cost) benefit — ( 1 ) ( 1 ) — — — — — —
+Added: Amortization of prior service cost — — ( 1 ) — — — — — —
Amortization of actuarial (loss) gain — — — — — ( 2 ) — 1 —
4 unchanged sentences
The ABO in aggregate for the defined benefit pension plans in the United Kingdom was approximately $ 317 million and $ 367 million as of December 31, 2024 and 2023, respectively.
−Removed: CF INDUSTRIES HOLDINGS, INC.
−Removed: The following table presents aggregated information for those individual defined benefit pension plans that have an ABO in excess of plan assets as of December 31, which, for 2023, excludes all three of the North America defined benefit pension plans and, for 2022, excludes two of the North America defined benefit pension plans, as each has plan assets in excess of its ABO:
+Added: The following table presents aggregated information for those individual defined benefit pension plans that have an ABO in excess of plan assets as of December 31, which excludes all five of the defined benefit pension plans in 2024, and for 2023, excludes all three of the North America defined benefit pension plans, as each had plan assets in excess of its ABO:
North America United Kingdom
3 unchanged sentences
Fair value of plan assets — — — 360
−Removed: The following table presents aggregated information for those individual defined benefit pension plans that have a projected benefit obligation (PBO) in excess of plan assets as of December 31, which excludes two North America defined benefit pension plans each of which has plan assets in excess of its PBO:
+Added: The following table presents aggregated information for those individual defined benefit pension plans that have a projected benefit obligation (PBO) in excess of plan assets as of December 31, which excludes all five of the defined benefit pension plans in 2024, and for 2023, excludes two North America defined benefit pension plans as each had plan assets in excess of its PBO:
North America United Kingdom
3 unchanged sentences
Fair value of plan assets — 174 — 360
+Added: CF INDUSTRIES HOLDINGS, INC.
Our pension funding policy in North America is to contribute amounts sufficient to meet minimum legal funding requirements plus discretionary amounts that we may deem to be appropriate.
2 unchanged sentences
Actual contributions are usually agreed with the plan trustees in connection with each triennial valuation and may vary following each such review depending on changes in assumptions, actual returns on plan assets, changes in regulatory requirements and funding decisions.
−Removed: We currently estimate that our consolidated pension funding contributions for 2024 will be approximately $ 27 million, which consists of contributions to our United Kingdom plans as agreed with the plans’ trustees.
+Added: We currently estimate that our consolidated pension funding cash contributions for 2025 will be approximately $ 1 million for our North American plans and, as agreed with the plans’ trustees, $ 5 million for our United Kingdom plans.
The expected future benefit payments for our pension and retiree medical plans are as follows:
4 unchanged sentences
2030-2034 92 148 7
−Removed: CF INDUSTRIES HOLDINGS, INC.
The following assumptions were used in determining the benefit obligations and expense:
17 unchanged sentences
For our North America plans, the expected long-term rate of return on assets is based on analysis of historical rates of return achieved by equity and non-equity investments and current market characteristics, adjusted for estimated plan expenses and weighted by target asset allocation percentages.
−Removed: As of January 1, 2024, our weighted-average expected long-term rate of return on assets for our North America plans is 5.0 %, which will be used in determining net periodic benefit cost for our North America plans for 2024.
+Added: As of January 1, 2025, our weighted-average expected long-term rate of
+Added: CF INDUSTRIES HOLDINGS, INC.
+Added: return on assets for our North America plans is 5.1 %, which will be used in determining net periodic benefit cost for our North America plans for 2025.
For our United Kingdom plans, the expected long-term rate of return on assets is based on the expected long-term performance of the underlying investments, adjusted for investment managers’ fees and estimated plan expenses.
3 unchanged sentences
For the measurement of the benefit obligation at December 31, 2024 for our primary (U.S.) retiree medical benefit plans, the assumed health care cost trend rates, for pre-age 65 retirees, start with an 8.4 % increase in 2025, followed by a gradual decline in increases to 4.5 % for 2034 and thereafter.
−Removed: For post-age 65 retirees, the assumed health care cost trend rates start with an 8.4 % increase in 2024, followed by a gradual decline in increases to 4.5 % for 2033 a nd thereafter.
−Removed: For the measurement of the benefit obligation at December 31, 2022 for our primary (U.S.) retiree medical benefit plans, the assumed health care cost trend rates, for pre-age 65 retirees, started with a 7.0 % increase in 2023, followed by a gradual decline in increases to 4.5 % for 2031 and thereafter.
−Removed: For post-age 65 retirees, the assumed health care cost trend rates started with a 7.5 % increase in 2023, followed by a gradual decline in increases to 4.5 % for 2031 and thereafter.
+Added: For post-age 65 retirees, the assumed health care cost trend rates start with a 9.8 % increase in 2025, followed by a gradual decline in increases to 4.5 % for 2034 a nd thereafter.
+Added: For the measurement of the benefit obligation at December 31, 2023 for our primary (U.S.) retiree medical benefit plans, the assumed health care cost trend rates, for pre-age 65 retirees, started with an 8.0 % increase in 2024, followed by a gradual decline in increases to 4.5 % for 2033 and thereafter.
+Added: For post-age 65 retirees, the assumed health care cost trend rates started with an 8.4 % increase in 2024, followed by a gradual decline in increases to 4.5 % for 2033 and thereafter.
The objectives of the investment policies governing the pension plans are to administer the assets of the plans for the benefit of the participants in compliance with all laws and regulations, and to establish an asset mix that provides for diversification and considers the risk of various different asset classes with the purpose of generating favorable investment returns.
1 unchanged sentence
The investment strategies for the plans, including target asset allocations and investment vehicles, are subject to change within the guidelines of the policies.
−Removed: CF INDUSTRIES HOLDINGS, INC.
The target asset allocation for our U.S.
5 unchanged sentences
This investment strategy is achieved through the use of mutual funds and individual securities.
−Removed: The target asset allocation for one of the Canadian plans is 80 % non-equity and 20 % equity and for the other Canadian plan is 100 % non-equity.
−Removed: This investment strategy is achieved through the use of a mutual fund for equity investments and individual securities for non-equity investments.
−Removed: The equity investment is a passively managed portfolio that diversifies assets across multiple securities, economic sectors and countries.
−Removed: The non-equity investments consist primarily of investments in debt securities that are selected based on investment quality and duration to mitigate volatility of the funded status and annual required contributions.
−Removed: The non-equity investments have a duration profile that is similar to the benefit obligation in order to mitigate the impact of interest rate changes on the funded status.
+Added: The target asset allocation for both of the Canadian plans is 100 % non-equity.
+Added: This investment strategy is achieved through the use of individual securities.
+Added: The investments consist primarily of investments in debt securities that are selected based on investment quality and duration to mitigate volatility of the funded status and annual required contributions.
+Added: The investments have a duration profile that is similar to the benefit obligation in order to mitigate the impact of interest rate changes on the funded status.
The pension assets in the United Kingdom plans are each administered by a Board of Trustees consisting of employer-nominated trustees, member-nominated trustees and an independent trustee, with a requirement that member-nominated trustees represent at least one-third of each Board of Trustees.
4 unchanged sentences
For both plans, if the asset allocation moves more than plus or minus 5% from the target allocation, the plans’ appointed investment manager would amend the asset allocation.
−Removed: At a minimum, the trustees review the investment strategy at every triennial actuarial valuation to ensure that the strategy remains consistent with its funding principles.
+Added: The trustees formally review the investment strategy on an annual basis which includes taking account of the latest actuarial data, such as changes to member experience.
+Added: A full review is also completed of the investment strategy at every triennial actuarial valuation to ensure that the strategy remains consistent with its funding principles.
The trustees may review the strategy more frequently if opportunities arise to reduce risk within the investments without jeopardizing the funding position.
−Removed: Assets of the United Kingdom plans are invested in externally managed pooled funds.
+Added: Assets of the United Kingdom plans are invested in pooled funds managed by the appointed investment manager.
The assets are allocated between a growth portfolio and a matching portfolio.
The growth portfolio seeks a return premium on investments across multiple asset classes.
−Removed: Growth portfolio funds may include, among others, traditional equities and bonds, growth fixed income, hedged funds, and may use derivatives.
−Removed: The matching portfolio seeks to align asset changes with changes in liabilities due to interest rates and inflation expectations.
+Added: Growth portfolio funds may include, among others, traditional equities and bonds, growth fixed income, and hedged funds, and may use derivatives.
+Added: The matching portfolio seeks to align asset changes with
+Added: CF INDUSTRIES HOLDINGS, INC.
+Added: changes in liabilities due to interest rates and inflation expectations.
Matching portfolio funds are composed of corporate bonds, U.K.
gilts and liability-driven investment funds and generally invest in fixed income debt securities including government bonds, gilts, gilt repurchase agreements, swaps and investment grade corporate bonds and may use derivatives.
−Removed: The target asset allocation for one of the United Kingdom plans is 46 % in the growth portfolio and 54 % in the matching portfolio and for the other United Kingdom plan is 57 % in the growth portfolio (including a legacy holding in an actively managed property fund) and 43 % in the matching portfolio.
−Removed: CF INDUSTRIES HOLDINGS, INC.
+Added: The target asset allocation for one of the United Kingdom plans was reduced to 25 % from 46 % in the growth portfolio and increased to 75 % from 54 % in the matching portfolio.
+Added: The target asset allocation for the other United Kingdom plan was reduced to 30 % from 57 % in the growth portfolio and increased to 70 % from 43 % in the matching portfolio.
+Added: The change in the target asset allocations reflected the reduction in the funding deficits.
+Added: In 2024, the legacy holding in an actively managed property fund was fully redeemed and invested back into the plan’s portfolio.
The fair values of our pension plan assets as of December 31, 2024 and 2023, by major asset class, are as follows:
6 unchanged sentences
$ 2 $ 1 $ 1 $ —
−Removed: Short-term investments (2)
Equity mutual funds
Index equity (2)
−Removed: Pooled equity (4)
Treasury bonds and notes (3)
30 unchanged sentences
$ 1 $ — $ 1 $ —
+Added: Short-term investments (15)
Equity mutual funds
14 unchanged sentences
Cash and cash funds $ 13 $ 13 $ — $ —
−Removed: $ 26 $ 9 $ 17 $ —
Pooled equity funds (9)
10 unchanged sentences
(1) Cash and cash equivalents are primarily short-term money market funds.
−Removed: (2) Short-term investments are primarily treasury bills with original maturities longer than three months but less than a year.
(2) The index equity funds are mutual funds that utilize a passively managed investment approach designed to track specific equity indices.
−Removed: They are valued at quoted market prices in an active market, which represent the net asset values of the shares held by the plan.
−Removed: (4) The equity pooled mutual funds consist of pooled funds that invest in common stock and other equity securities that are traded on U.S., Canadian, and foreign markets.
+Added: They are valued at quoted market prices in an active market, which represent the net asset values (NAVs) of the shares held by the plan.
Treasury bonds and notes are valued based on quoted market prices in an active market.
(4) The fixed income mutual funds invest primarily in high-quality longer duration fixed income securities, which include bonds, debt securities and other similar instruments.
−Removed: The funds are priced based on a daily published net asset value.
−Removed: CF INDUSTRIES HOLDINGS, INC.
+Added: The funds are priced based on a daily published NAV.
(5) Corporate bonds and notes, including private placement securities, are valued by institutional bond pricing services, which gather information from market sources and integrate credit information, observed market movements and sector news into their pricing applications and models.
+Added: CF INDUSTRIES HOLDINGS, INC.
(6) Government and agency securities consist of U.S.
4 unchanged sentences
Treasury strips are valued using stripped interest and stripped principal yield curves based on data obtained from various dealer contacts and live data sources.
−Removed: (10) Cash and cash funds as of December 31, 2022 include a cash fund that holds primarily short-dated term money market securities.
+Added: (8) Cash and cash funds as of December 31, 2024 includes a cash fund that invests primarily in short-dated money market instruments.
(9) Pooled equity funds invest in a broad array of global equity, equity-related securities, a range of diversifiers and may use derivatives for efficient portfolio management.
−Removed: The funds are valued at net asset value (NAV) as determined by the fund managers based on the value of the underlying net assets of the fund.
+Added: The funds are valued at NAV as determined by the fund managers based on the value of the underlying net assets of the fund.
(10) Pooled diversified funds invest in a broad array of asset classes and a range of diversifiers including the use of derivatives.
11 unchanged sentences
The funds are valued using NAV as determined by the fund managers based on the value of the underlying assets of the fund.
+Added: (15) Short-term investments are primarily U.S.
+Added: and Canadian treasury bills with original maturities longer than three months but less than a year.
+Added: (16) The equity pooled mutual funds consist of pooled funds that invest in common stock and other equity securities that are traded on U.S., Canadian, and foreign markets.
We have defined contribution plans covering substantially all employees in North America and the United Kingdom.
3 unchanged sentences
The amounts recognized in accrued expenses and other liabilities in our consolidated balance sheets for these plans were $ 1 million and $ 9 million, respectively, as of December 31, 2024, and $ 1 million and $ 10 million, respectively, as of December 31, 2023.
−Removed: We recognized expense for these plans of $ 1 million, $ 1 million and $ 2 million in 2023, 2022 and 2021, respectively.
+Added: We recognized expense for these plans of $ 1 million in each of the years ended December 31, 2024, 2023 and 2022.
CF INDUSTRIES HOLDINGS, INC.
1 unchanged sentence
Revolving Credit Agreement
−Removed: On October 26, 2023, we entered into a new senior unsecured revolving credit agreement (the New Revolving Credit Agreement), which replaced our prior senior unsecured revolving credit agreement (the Prior Revolving Credit Agreement) that was scheduled to mature on December 5, 2024.
−Removed: The New Revolving Credit Agreement provides for a revolving credit facility of up to $ 750 million with a maturity of October 26, 2028 and includes a letter of credit sub-limit of $ 125 million.
−Removed: Borrowings under the New Revolving Credit Agreement may be used for working capital, capital expenditures, acquisitions, share repurchases and other general corporate purposes.
−Removed: CF Industries is the lead borrower, and CF Holdings is the sole guarantor, under the New Revolving Credit Agreement.
−Removed: Borrowings under the New Revolving Credit Agreement can be denominated in U.S.
+Added: We have a senior unsecured revolving credit agreement (the Revolving Credit Agreement), which provides for a revolving credit facility of up to $ 750 million with a maturity of October 26, 2028 and includes a letter of credit sub-limit of $ 125 million.
+Added: Borrowings under the Revolving Credit Agreement may be used for working capital, capital expenditures, acquisitions, share repurchases and other general corporate purposes.
+Added: CF Industries is the lead borrower, and CF Holdings is the sole guarantor, under the Revolving Credit Agreement.
+Added: Borrowings under the Revolving Credit Agreement can be denominated in U.S.
dollars, Canadian dollars, euros and British pounds.
−Removed: Borrowings under the New Revolving Credit Agreement in U.S.
+Added: 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.
−Removed: We are required to pay an undrawn commitment fee on the undrawn portion of the commitments under the New Revolving Credit Agreement and customary letter of credit fees.
+Added: 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.
−Removed: As of December 31, 2023, we had unused borrowing capacity under the New Revolving Credit Agreement of $ 750 million and no outstanding letters of credit.
−Removed: As of December 31, 2023 and 2022, and during the years ended, there were no borrowings outstanding under either the Prior Revolving Credit Agreement or the New Revolving Credit Agreement.
−Removed: The New Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including a financial covenant.
−Removed: As of December 31, 2023, we were in compliance with all covenants under the New Revolving Credit Agreement.
+Added: As of December 31, 2024, we had unused borrowing capacity under the Revolving Credit Agreement of $ 750 million and no outstanding letters of credit under the Revolving Credit Agreement.
+Added: As of December 31, 2024 and 2023, and during the years then ended, there were no borrowings outstanding under the Revolving Credit Agreement.
+Added: The Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including a financial covenant.
+Added: As of December 31, 2024, we were in compliance with all covenants under the Revolving Credit Agreement.
Letters of Credit Under Bilateral Agreement
−Removed: We are party to a bilateral agreement providing for the issuance of up to $ 425 million (reflecting an increase of $ 75 million in December 2023) of letters of credit.
+Added: We are party to a bilateral agreement providing for the issuance of up to $ 425 million of letters of credit.
As of December 31, 2024, approximately $ 324 million of letters of credit were outstanding under this agreement.
1 unchanged sentence
Effective Interest Rate December 31, 2024 December 31, 2023
−Removed: Principal Carrying Amount (1)
−Removed: Principal Carrying Amount (1)
+Added: Principal Outstanding Carrying Amount (1)
+Added: Principal Outstanding Carrying Amount (1)
(in millions)
12 unchanged sentences
(1) Carrying amount is net of unamortized debt discount and deferred debt issuance costs.
−Removed: Total unamortized debt discount was $ 7 million as of both December 31, 2023 and 2022, and total deferred debt issuance costs were $ 25 million and $ 28 million as of December 31, 2023 and 2022, respectively.
+Added: 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.
Under the indentures (including the applicable supplemental indentures) governing the 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.
−Removed: CF INDUSTRIES HOLDINGS, INC.
Under the terms of the indenture governing the 4.500 % senior secured notes due December 2026 (the 2026 Notes) identified in the table above, the 2026 Notes are guaranteed by CF Holdings.
Interest on the Public Senior Notes and the 2026 Notes is payable semiannually, and the Public Senior Notes and the 2026 Notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices.
+Added: CF INDUSTRIES HOLDINGS, INC.
On April 21, 2022, we redeemed in full all of the $ 500 million outstanding principal amount of the 3.450 % senior notes due June 2023 (the 2023 Notes) in accordance with the optional redemption provisions in the indenture governing the 2023 Notes.
1 unchanged sentence
As a result, we recognized a loss on debt extinguishment of $ 8 million, consisting primarily of the premium paid on the redemption of the $ 500 million principal amount of the 2023 Notes prior to their scheduled maturity.
−Removed: On September 10, 2021, we redeemed $ 250 million principal amount, representing one-third of the $ 750 million principal amount outstanding immediately prior to such redemption, of the 2023 Notes, in accordance with the optional redemption provisions in the indenture governing the 2023 Notes.
−Removed: The total aggregate redemption price paid in connection with the redemption of the $250 million principal amount of the 2023 Notes was approximately $ 265 million, including accrued interest.
−Removed: As a result, we recognized a loss on debt extinguishment of $ 13 million in 2021, consisting primarily of a premium paid on the redemption of the $ 250 million principal amount of the 2023 Notes prior to their scheduled maturity.
−Removed: On March 20, 2021, we redeemed in full all of the $ 250 million outstanding principal amount of the 3.400 % senior secured notes due December 2021 (the 2021 Notes), in accordance with the optional redemption provisions in the indenture governing the 2021 Notes.
−Removed: The total aggregate redemption price paid in connection with the redemption of the 2021 Notes, which was funded with cash on hand, was $ 258 million, including accrued interest.
−Removed: As a result, we recognized a loss on debt extinguishment of $ 6 million, consisting primarily of the premium paid on the redemption of the $ 250 million principal amount of the 2021 Notes prior to their scheduled maturity.
Interest Expense
7 unchanged sentences
Interest on tax liabilities (2)
+Added: ( 27 ) ( 2 ) 184
Interest capitalized ( 11 ) ( 6 ) ( 3 )
2 unchanged sentences
(1) See Note 14—Financing Agreements for additional information.
+Added: (2) Interest on tax liabilities for the year ended December 31, 2024 primarily relates to discretionary interest relief granted from the CRA and the Alberta TRA.
Interest on tax liabilities for the year ended December 31, 2022 consists primarily of interest accrued on reserves for unrecognized tax benefits related to Canadian transfer pricing.
See Note 12—Income Taxes for additional information.
−Removed: CF INDUSTRIES HOLDINGS, INC.
Other Operating—Net
6 unchanged sentences
Loss on foreign currency transactions (1)
−Removed: (Gain) loss on embedded derivative (2)
+Added: Unrealized gain on embedded derivative (2)
Other operating—net
2 unchanged sentences
(1) Loss on foreign currency transactions consists of foreign currency exchange rate impacts on foreign currency denominated transactions, including the impact of changes in foreign currency exchange rates on intercompany loans that were not permanently invested.
−Removed: (2) (Gain) loss on embedded derivative consists of unrealized and realized net (gains) and losses related to a provision of our strategic venture with CHS.
−Removed: (3) Other includes the front-end engineering and design study costs related to our clean energy initiatives, the recovery of certain precious metals used in the manufacturing process, litigation expenses, and, in 2021, the amount received under the terms of an agreement with the U.K.
−Removed: government associated with the restart of our Billingham facility.
+Added: (2) Unrealized gain on embedded derivative consists of a reduction in the fair value of an embedded derivative liability related to the terms of our strategic venture with CHS.
+Added: (3) Other primarily includes the front-end engineering and design study costs related to our clean energy initiatives and gains on the recovery of certain precious metals used in the manufacturing process.
+Added: CF INDUSTRIES HOLDINGS, INC.
Derivative Financial Instruments
8 unchanged sentences
As of December 31, 2024, we had natural gas derivative contracts covering certain periods through March 2025.
−Removed: 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 of natural gas.
+Added: 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 of natural gas.
As of December 31, 2023, we had open natural gas derivative contracts consisting of natural gas fixed price swaps, basis swaps and options for 49.0 million MMBtus of natural gas.
7 unchanged sentences
Unrealized net gains (losses) Cost of sales $ 35 $ 39 $ ( 41 )
−Removed: Realized net (loss) gains Cost of sales ( 139 ) 10 1
−Removed: Gain on net settlement of natural gas derivatives due to Winter Storm Uri Cost of sales — — 112
−Removed: Net derivative (losses) gains $ ( 100 ) $ ( 31 ) $ 88
−Removed: CF INDUSTRIES HOLDINGS, INC.
−Removed: Gain on net settlement of natural gas derivatives due to Winter Storm Uri
−Removed: We also enter into supply agreements to facilitate the availability of natural gas to operate our plants.
−Removed: When we purchase natural gas under these agreements, we intend to take physical delivery for use in our plants.
−Removed: Certain of these supply agreements allow us to fix the price of the deliveries for the following month using an agreed upon first of month price.
−Removed: We utilize the Normal Purchase Normal Sales (NPNS) derivative scope exception for these fixed price contracts and, therefore, we do not account for them as derivatives.
−Removed: In the first quarter of 2021, the central portion of the United States experienced extreme and unprecedented cold weather due to the impact of Winter Storm Uri.
−Removed: Certain natural gas suppliers and natural gas pipelines declared force majeure events due to frozen equipment.
−Removed: This occurred at the same time as large increases in natural gas demand were occurring due to the extreme cold temperatures.
−Removed: Due to these unprecedented factors, several states declared a state of emergency and natural gas was redirected for residential usage.
−Removed: We net settled certain natural gas contracts with our suppliers and received prevailing market prices, which were in excess of our cost.
−Removed: We no longer qualified for the NPNS derivative scope exception for the natural gas that was net settled with our suppliers due to the impact of Winter Storm Uri.
−Removed: As a result, we recognized a gain of $ 112 million from the net settlement of these natural gas contracts, which is reflected in cost of sales in our consolidated statement of operations for the year ended December 31, 2021.
+Added: Realized net (losses) gains Cost of sales ( 40 ) ( 139 ) 10
+Added: Net derivative losses $ ( 5 ) $ ( 100 ) $ ( 31 )
The fair values of derivatives on our consolidated balance sheets are shown below.
16 unchanged sentences
The values of all terminated transactions and certain other payments under the ISDA agreement are netted, resulting in a single net close-out amount payable to or by the non-defaulting party.
−Removed: • Setoff rights are provided by certain of our ISDA agreements and generally allow a non-defaulting party to elect to set off, against the final net close-out payment, other matured and contingent amounts payable between us and our counterparties under the ISDA agreement or otherwise.
+Added: • Setoff rights are provided by certain of our ISDA agreements and generally allow a non-defaulting party to elect to set off, against the final net close-out payment, other matured and contingent amounts payable between us and our
+Added: CF INDUSTRIES HOLDINGS, INC.
+Added: counterparties under the ISDA agreement or otherwise.
Typically, these setoff rights arise upon the early termination of all transactions outstanding under an ISDA agreement following a default or specified termination event.
1 unchanged sentence
In the event of certain defaults or termination events, our counterparties may request early termination and net settlement of certain derivative trades or, under certain ISDA agreements, may require us to collateralize derivatives in a net liability position.
−Removed: As of December 31, 2023 and 2022, the aggregate fair value of the derivative instruments with credit-risk-related contingent features in net liability positions was $ 34 million and $ 73 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.
+Added: 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.
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.
As of December 31, 2024 and 2023, we had no cash collateral on deposit with counterparties for derivative contracts.
−Removed: CF INDUSTRIES HOLDINGS, INC.
The following table presents amounts relevant to offsetting of our derivative assets and liabilities as of December 31, 2024 and 2023:
7 unchanged sentences
Total derivative liabilities ( 3 ) — — ( 3 )
−Removed: Net derivative liabilities $ ( 34 ) $ — $ — $ ( 34 )
+Added: Net derivative assets $ 1 $ — $ — $ 1
December 31, 2023
12 unchanged sentences
Accounts receivable—net $ 404 $ 505
+Added: CF INDUSTRIES HOLDINGS, INC.
Inventories consist of the following:
3 unchanged sentences
Total inventories $ 314 $ 299
−Removed: CF INDUSTRIES HOLDINGS, INC.
Other assets consist of the following:
7 unchanged sentences
See Note 12—Income Taxes for additional information.
+Added: Other includes pension plans in a net asset funded status.
+Added: See Note 13—Pension and Other Postretirement Benefits for additional information.
Accounts Payable and Accrued Expenses
14 unchanged sentences
Other includes accrued utilities, property and other taxes, sales incentives and other credits, accrued litigation settlement costs, and accrued maintenance and professional services.
−Removed: Other Current Liabilities
−Removed: As of December 31, 2023, other current liabilities of $ 42 million consists primarily of $ 35 million of unrealized loss on natural gas derivatives and $ 6 million for asset retirement obligations related to our Ince and Billingham complexes.
−Removed: As of December 31, 2022, other current liabilities of $ 95 million consists primarily of $ 85 million of unrealized loss on natural gas derivatives and $ 6 million for asset retirement obligations related to our Ince complex.
−Removed: See Note 7—United Kingdom Operations Restructuring and Impairment Charges, Note 17—Derivative Financial Instruments and Note 24—Asset Retirement Obligations for additional information.
CF INDUSTRIES HOLDINGS, INC.
+Added: Other Current Liabilities
+Added: As of December 31, 2024, other current liabilities of $ 9 million consist primarily of $ 3 million of unrealized loss on natural gas derivatives and $ 4 million for asset retirement obligations.
+Added: As of December 31, 2023, other current liabilities of $ 42 million consist primarily of $ 35 million of unrealized loss on natural gas derivatives and $ 6 million for asset retirement obligations.
+Added: See Note 17—Derivative Financial Instruments and Note 24—Asset Retirement Obligations for additional information.
Other Liabilities
32 unchanged sentences
We are also entitled to semi-annual cash distributions from CFN.
−Removed: The amounts of distributions from CFN to us and CHS are based generally on the profitability of CFN and determined based on the volume of granular urea and UAN sold by CFN to us and CHS pursuant to supply agreements, less a formula driven amount based primarily on the cost of natural gas used to produce the granular urea and UAN, and adjusted for the allocation of items such as operational efficiencies and overhead amounts.
+Added: The amounts of distributions from CFN to us and CHS are based generally on the profitability of CFN and determined
+Added: CF INDUSTRIES HOLDINGS, INC.
+Added: based on the volume of granular urea and UAN sold by CFN to us and CHS pursuant to supply agreements, less a formula driven amount based primarily on the cost of natural gas used to produce the granular urea and UAN, and adjusted for the allocation of items such as operational efficiencies and overhead amounts.
On January 31, 2025, the CFN Board of Managers approved semi-annual distribution payments for the distribution period ended December 31, 2024, in accordance with CFN’s limited liability company agreement.
On January 31, 2025, CFN distributed $ 129 million to CHS for the distribution period ended December 31, 2024.
−Removed: CF INDUSTRIES HOLDINGS, INC.
Stockholders’ Equity
1 unchanged sentence
These programs have generally permitted repurchases to be made from time to time in the open market, through privately-negotiated transactions, through block transactions, through accelerated share repurchase programs, or otherwise.
−Removed: Our management has determined the manner, timing and amount of repurchases under these programs based on the evaluation of market conditions, stock price and other factors.
+Added: The manner, timing and amount of repurchases will be determined by our management based on the evaluation of market conditions, stock price and other factors.
On November 3, 2021, the Board authorized the repurchase of up to $ 1.5 billion of CF Holdings common stock through December 31, 2024 (the 2021 Share Repurchase Program).
+Added: The 2021 Share Repurchase Program was completed in the second quarter of 2023.
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).
−Removed: The following table summarizes the share repurchases under the 2022 Share Repurchase Program and the 2021 Share Repurchase Program.
−Removed: 2022 Share Repurchase Program 2021 Share Repurchase Program
−Removed: Shares Amounts (1)
+Added: The following table summarizes the share repurchases under the 2022 Share Repurchase Program.
Shares Amounts (1)
1 unchanged sentence
Shares repurchased in 2023:
−Removed: First quarter — $ — 1.3 $ 100
Second quarter 0.8 $ 50
2 unchanged sentences
Total shares repurchased in 2023 5.6 $ 425
−Removed: Shares repurchased as of December 31, 2022 — $ — 14.9 $ 1,345
Shares repurchased in 2024:
6 unchanged sentences
______________________________________________________________________________
−Removed: ______________________________________________________________________________
−Removed: (1) As defined in the share repurchase programs, amounts reflect the price paid for the shares of common stock repurchased, excluding commissions paid to brokers and excise taxes.
−Removed: In the first half of 2023, we completed the 2021 Share Repurchase Program with the repurchase of approximately 2.3 million shares for $ 155 million.
−Removed: In 2023, we repurchased 5.6 million shares under the 2022 Share Repurchase Program for $ 425 million.
+Added: (1) As defined in the 2022 Share Repurchase Program, amounts reflect the price paid for the shares of common stock repurchased, excluding commissions paid to brokers and excise taxes.
+Added: In 2024, we repurchased approximately 18.8 million shares under the 2022 Share Repurchase Program for approximately $ 1.51 billion, of which $ 10 million was accrued and unpaid as of December 31, 2024.
+Added: In 2023, we completed the 2021 Share Repurchase Program with the repurchase of approximately 2.3 million shares for $ 155 million, and we repurchased approximately 5.6 million shares under the 2022 Share Repurchase Program for $ 425 million.
The shares we repurchase are held as treasury stock.
3 unchanged sentences
In 2023, we retired 8.1 million shares of repurchased stock, including shares repurchased under the 2021 Share Repurchase Program and the 2022 Share Repurchase Program.
−Removed: As of December 31, 2023 and 2022, we held no shares of treasury stock.
+Added: We held 354,264 shares of treasury stock as of December 31, 2024 and no shares of treasury stock as of December 31, 2023.
CF INDUSTRIES HOLDINGS, INC.
27 unchanged sentences
Reclassification to earnings (1) :
−Removed: Effect of exchange rate changes and deferred taxes 3 — ( 19 ) ( 16 )
−Removed: Balance as of December 31, 2021 $ ( 141 ) $ 4 $ ( 120 ) $ ( 257 )
−Removed: Gain arising during the period — — 55 55
−Removed: Reclassification to earnings (1) :
Settlement loss — — 21 21
8 unchanged sentences
Balance as of December 31, 2023 $ ( 146 ) $ 3 $ ( 66 ) $ ( 209 )
+Added: Gain arising during the period — — 4 4
+Added: Effect of exchange rate changes and deferred taxes ( 75 ) — — ( 75 )
+Added: Balance as of December 31, 2024 $ ( 221 ) $ 3 $ ( 62 ) $ ( 280 )
_______________________________________________________________________________
82 unchanged sentences
The excess tax benefits realized in 2024, 2023 and 2022 were $ 8 million, $ 19 million and $ 96 million, respectively.
−Removed: CF INDUSTRIES HOLDINGS, INC.
Segment Disclosures
1 unchanged sentence
These segments are differentiated by products.
−Removed: Our management uses gross margin to evaluate segment performance and allocate resources.
−Removed: 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.
−Removed: Our assets, with the exception of goodwill, are not monitored by or reported to our chief operating decision maker by segment;
+Added: Our chief operating decision maker (CODM) is our President and Chief Executive Officer, who uses gross margin to evaluate segment performance and allocate resources.
+Added: The CODM meets periodically with other members of senior management to analyze segment performance, including comparing actual results to projected results, with consideration to the costs incurred to produce and deliver the product.
+Added: In addition, our CODM uses gross margin by reportable segment to make key operating decisions, such as the determination of capital expenditures and the allocation of operating budgets, to help guide strategic decisions to align with company-wide goals.
+Added: 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 the CODM.
+Added: The ammonia and other products that are upgraded into Granular Urea, UAN, AN and Other products are transferred at cost into the results of those products.
+Added: Our assets, with the exception of goodwill, are not monitored by or reported to our CODM by segment;
therefore, we do not present total assets by segment.
Goodwill by segment is presented in Note 9—Goodwill and Other Intangible Assets.
−Removed: Segment data for sales, cost of sales and gross margin for 2023, 2022 and 2021 are presented in the table below.
−Removed: Granular Urea (2)
−Removed: (in millions)
+Added: Segment data for gross margin, including sales and cost of sales, which also includes significant expenses, for the years ended December 31, 2024, 2023 and 2022 are presented in the tables below.
+Added: CF INDUSTRIES HOLDINGS, INC.
Year ended December 31,
+Added: 2024 2023 2022
+Added: (in millions)
Net sales $ 1,736 $ 1,679 $ 3,090
Cost of sales:
+Added: Natural gas, including the impact of realized derivatives (2)
+Added: Unrealized net mark-to-market (gain) loss on natural gas derivatives ( 13 ) ( 11 ) 13
+Added: Depreciation and amortization (3)
+Added: Distribution and storage (4)
+Added: Other segment items (6)
+Added: Total cost of sales
+Added: 1,243 1,138 1,491
Gross margin $ 493 $ 541 $ 1,599
−Removed: Total other operating costs and expenses 307
−Removed: Equity in loss of operating affiliate (3)
−Removed: Operating earnings $ 2,230
−Removed: Year ended December 31, 2022
+Added: Granular Urea
Net sales $ 1,600 $ 1,823 $ 2,892
Cost of sales:
+Added: Natural gas, including the impact of realized derivatives (2)
+Added: Unrealized net mark-to-market (gain) loss on natural gas derivatives ( 9 ) ( 11 ) 13
+Added: Depreciation and amortization (3)
+Added: Distribution and storage (4)
+Added: Other segment items (6)
+Added: Total cost of sales
+Added: 926 1,010 1,328
Gross margin $ 674 $ 813 $ 1,564
−Removed: Total other operating costs and expenses (4)
−Removed: Equity in earnings of operating affiliate 94
−Removed: Operating earnings $ 5,397
+Added: Net sales $ 1,678 $ 2,068 $ 3,572
+Added: Cost of sales:
+Added: Natural gas, including the impact of realized derivatives (2)
+Added: Unrealized net mark-to-market (gain) loss on natural gas derivatives ( 10 ) ( 11 ) 14
+Added: Depreciation and amortization (3)
+Added: Distribution and storage (4)
+Added: Other segment items (6)
+Added: Total cost of sales
+Added: 1,069 1,251 1,489
+Added: Gross margin $ 609 $ 817 $ 2,083
+Added: CF INDUSTRIES HOLDINGS, INC.
Year ended December 31,
+Added: 2024 2023 2022
+Added: (in millions)
Net sales $ 419 $ 497 $ 845
Cost of sales:
+Added: Natural gas, including the impact of realized derivatives (2)
+Added: Unrealized net mark-to-market gain on natural gas derivatives
+Added: ( 1 ) ( 2 ) ( 2 )
+Added: Depreciation and amortization (3)
+Added: Distribution and storage (4)
+Added: Other segment items (6)
+Added: Total cost of sales
Gross margin $ 79 $ 138 $ 248
+Added: Net sales $ 503 $ 564 $ 787
+Added: Cost of sales:
+Added: Natural gas, including the impact of realized derivatives (2)
+Added: Unrealized net mark-to-market (gain) loss on natural gas derivatives ( 2 ) ( 4 ) 3
+Added: Depreciation and amortization (3)
+Added: Distribution and storage (4)
+Added: Other segment items (6)
+Added: Total cost of sales
+Added: Gross margin $ 201 $ 236 $ 367
+Added: Net sales $ 5,936 $ 6,631 $ 11,186
+Added: Cost of sales:
+Added: Natural gas, including the impact of realized derivatives (2)
+Added: 829 1,251 2,359
+Added: Unrealized net mark-to-market (gain) loss on natural gas derivatives ( 35 ) ( 39 ) 41
+Added: Depreciation and amortization (3)
+Added: Distribution and storage (4)
+Added: Other segment items (6)
+Added: 1,595 1,411 1,485
+Added: Total cost of sales
+Added: 3,880 4,086 5,325
+Added: Gross margin $ 2,056 $ 2,545 $ 5,861
Total other operating costs and expenses (8)
−Removed: Equity in earnings of operating affiliate 47
+Added: Equity in earnings (loss) of operating affiliate (9)
Operating earnings $ 1,746 $ 2,230 $ 5,397
_______________________________________________________________________________
−Removed: (1) Cost of sales and gross margin for the Ammonia segment for the year ended December 31, 2021 include a $ 112 million gain on the net settlement of certain natural gas contracts with our suppliers.
−Removed: See Note 17—Derivative Financial Instruments for additional information.
−Removed: (2) The cost of the products that are upgraded into other products is transferred at cost into the upgraded product results.
−Removed: (3) Equity in loss of operating affiliate for the year ended December 31, 2023 includes an impairment of our equity method investment in PLNL of $ 43 million.
−Removed: See Note 10—Equity Method Investment for additional information.
+Added: (1) Ammonia segment results include the operating results of our Waggaman facility from the acquisition date of December 1, 2023.
+Added: (2) Natural gas costs include the impact of realized gains and losses on natural gas derivatives settled during the period.
+Added: (3) For the years ended December 31, 2024, 2023 and 2022, depreciation and amortization does not include $ 34 million, $ 13 million and $ 15 million, respectively, of depreciation and amortization allocated to Corporate, which includes amortization of definite-lived intangible assets.
+Added: For the years ended December 31, 2024 and 2023, depreciation and amortization does not include $ 30 million and $ 3 million, respectively, related to amortization of the supply contract liability, which is recognized in net sales.
+Added: See Note 6—Acquisition of Waggaman Ammonia Production Facility and Note 9—Goodwill and Other Intangible Assets for additional information.
+Added: CF INDUSTRIES HOLDINGS, INC.
+Added: (4) Distribution and storage costs consist of the cost of freight required to transport finished products from our manufacturing facilities to our distribution facilities and the costs to operate our network of distribution facilities in North America.
+Added: (5) Freight costs consist of the costs incurred by us to deliver products from one of our plants or distribution facilities to the customer.
+Added: Freight costs are generally charged to the customer and included in net sales.
+Added: In situations when control of the product transfers upon loading and the customer requests that we arrange delivery of the product, the amount of freight included in net sales is considered freight revenue.
+Added: See Note 4—Revenue Recognition for additional information.
+Added: (6) Other segment items is primarily comprised of payroll, services, materials and supplies, and utilities at our manufacturing facilities.
+Added: (7) Other consists of all other products not included in our Ammonia, Granular Urea, UAN, or AN segments.
+Added: All other products primarily include DEF, urea liquor, nitric acid and aqua ammonia.
(8) Total other operating costs and expenses for the year ended December 31, 2022 include $ 258 million of asset impairment and restructuring charges related to our U.K.
−Removed: Total other operating costs and expenses for the year ended December 31, 2021 include $ 521 million of asset impairment charges related to our U.K.
See Note 7—United Kingdom Operations Restructuring and Impairment Charges for additional information.
−Removed: CF INDUSTRIES HOLDINGS, INC.
−Removed: Depreciation and amortization by segment for 2023, 2022 and 2021 is as follows:
−Removed: Ammonia Granular Urea UAN AN Other Corporate Consolidated
−Removed: (in millions)
−Removed: Depreciation and amortization
−Removed: Year ended December 31, 2023 $ 171 $ 285 $ 288 $ 48 $ 64 $ 13 $ 869
−Removed: Year ended December 31, 2022 166 272 269 61 67 15 850
−Removed: Year ended December 31, 2021 209 235 259 77 87 21 888
+Added: (9) Equity in loss of operating affiliate for the year ended December 31, 2023 includes an impairment of our equity method investment in PLNL of $ 43 million.
+Added: See Note 10—Equity Method Investment for additional information.
Enterprise-wide data by geographic region is as follows:
19 unchanged sentences
Consolidated $ 6,735 $ 7,141 $ 6,437
−Removed: Our principal customers are cooperatives, independent fertilizer distributors, traders, wholesalers and industrial users.
+Added: Our principal customers are cooperatives, retailers, independent fertilizer distributors, traders, wholesalers and industrial users.
In 2024, 2023 and 2022, CHS accounted for approximately 12 %, 13 % and 13 % of our consolidated net sales, respectively.
12 unchanged sentences
Change in accrued share repurchases, including accrued excise taxes 19 5 ( 1 )
+Added: Interest—net of interest capitalized for the year ended December 31, 2024 includes a reduction of approximately $ 21 million reflecting interest relief received from the CRA related to tax years 2006 through 2011.
Interest—net of interest capitalized for the year ended December 31, 2022 includes interest paid to Canadian taxing authorities of approximately $ 100 million related to tax years 2006 through 2011.
See Note 12—Income Taxes—“Canada Revenue Agency Competent Authority Matter” for additional information.
−Removed: Income taxes—net of refunds for the year ended December 31, 2022 includes certain payments of CAD $ 363 million (approximately $ 267 million) to Canadian taxing authorities, which are reflected in the line “Other—net” in our consolidated statement of cash flows.
+Added: Income taxes—net of refunds for the year ended December 31, 2022 includes certain payments of CAD $ 363 million (approximately $ 267 million) to Canadian taxing authorities, which are reflected in the line “Other—net” within operating activities in our consolidated statement of cash flows.
These payments were made in order to mitigate the assessment of future Canadian interest on transfer pricing positions.
6 unchanged sentences
Also included are reclamation of land and the closure of certain effluent ponds and/or waste storage areas.
−Removed: The most recent estimate of the aggregate cost of AROs for our complexes and facilities, expressed in 2023 dollars, is approximately $ 126 million, which excludes the recorded AROs related to our U.K.
−Removed: operations discussed below.
+Added: The most recent estimate of the aggregate cost of conditional AROs for our complexes and facilities, expressed in 2024 dollars, is approximately $ 139 million, which excludes recorded AROs discussed below.
We have not recorded a liability for these conditional AROs as of December 31, 2024, because we do not believe there is currently a reasonable basis for estimating a date or range of dates of cessation of operations at our nitrogen manufacturing facilities or our distribution and storage facilities, which is necessary in order to estimate fair value.
1 unchanged sentence
We also considered the possibility of changes in technology, risk of obsolescence, and availability of raw materials in arriving at our conclusion.
−Removed: In July 2023, we approved and announced our proposed plan to permanently close the ammonia plant at our Billingham complex, and, in September 2023, the final plan was approved.
−Removed: As a result, in the third quarter of 2023, we recognized charges of $ 3 million for the costs of certain asset retirement activities related to the Billingham site.
−Removed: As of December 31, 2023, asset retirement obligations related to our U.K.
−Removed: operations, including the closed Ince complex, recorded in other current liabilities in our consolidated balance sheet was approximately $ 6 million.
−Removed: See Note 7—United Kingdom Operations Restructuring and Impairment Charges for additional information.
+Added: We have recorded AROs for certain assets for which a fair value can be estimated.
+Added: As of December 31, 2024, AROs recorded in other current liabilities and other liabilities in our consolidated balance sheet was approximately $ 5 million.
CF INDUSTRIES HOLDINGS, INC.
3 unchanged sentences
We also have operating leases for terminal and warehouse storage for our distribution system, some of which contain minimum throughput requirements.
−Removed: The storage agreements contain minimum terms generally ranging from one to five years and commonly contain provisions for automatic renewal thereafter unless cancelled by either party.
+Added: The storage agreements contain minimum terms generally ranging from one to four years and commonly contain provisions for automatic renewal thereafter unless cancelled by either party.
The renewal provisions for our rail car leases, barge tow charters and terminal and warehouse storage agreements are not reasonably certain to be exercised.
19 unchanged sentences
Total operating lease liabilities $ 275 $ 264
+Added: Other information related to leases was as follows:
Operating leases
1 unchanged sentence
Weighted-average discount rate 5.0 % 4.7 %
−Removed: As of December 31, 2023, we have entered into two additional leases that have not yet commenced, with future minimum lease payments totaling $ 26 million and each with a lease term of seven years .
+Added: As of December 31, 2024, we have entered into four additional leases that have not yet commenced, with future minimum lease payments totaling $ 37 million with minimum terms ranging from five to seven years .
CF INDUSTRIES HOLDINGS, INC.
8 unchanged sentences
Operating lease liabilities $ 189
−Removed: Subsequent Event
−Removed: On January 31, 2024, the Board declared a quarterly dividend of $ 0.50 per common share, representing an increase from the quarterly dividend of $ 0.40 per common share that was declared and paid in the fourth quarter of 2023.
−Removed: The dividend will be paid on February 29, 2024 to stockholders of record as of February 15, 2024.
CF INDUSTRIES HOLDINGS, INC.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.