XML 47 R2.htm IDEA: XBRL DOCUMENT v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Summary
Compensation
Table Total for
PEO
(1)
($)
Compensation
Actually Paid to
PEO
(1)(2)(3) ($)
Average
Summary
Compensation
Table Total for
Non-PEO
Named
Executive
Officers
(1)
($)
Average
Compensation
Actually Paid to
Non-PEO
Named
Executive
Officers
(1)(2)(4) ($)
Value of Initial Fixed $100
Investment Based on:
Net
Income
(6)
($, in
millions)
Adjusted
EBITDA
(7)
($, in
millions)
Year
Total
Shareholder
Return
($)
Peer Group
Total
Shareholder
Return
(5)
($)
2025
13,711,938
15,597,638
5,088,097
5,447,790
222.57
147.62
1,798
2,876
2024
12,296,083
13,389,821
4,100,551
4,425,025
239.84
108.66
1,477
2,284
2023
12,899,559
9,465,171
3,335,968
2,605,155
217.94
133.73
1,838
2,748
2022
14,279,027
33,759,455
3,547,447
7,453,688
228.76
161.73
3,937
5,884
2021
11,685,670
31,665,167
3,034,079
6,990,851
187.11
157.14
1,260
2,743
(1)
Our principal executive officer (PEO) for each of the fiscal years 2021 through 2025 is Mr. Will. Our other named executive officers for each of the fiscal years 2023 through 2021 are Mr. Bohn, Mr. Frost, Ms. Menzel and Mr. Douglas Barnard, who retired from the company in 2024. For fiscal year 2024, our other named executive officers are Mr. Cameron, Mr. Bohn, Mr. Frost, Ms. Menzel and Mr. Malik. For fiscal year 2025, our other named executive officers are Mr. Cameron, Mr. Bohn, Mr. Frost and Ms. Menzel.
(2)
The amounts shown as compensation actually paid have been calculated in accordance with SEC rules and do not reflect compensation actually realized or received by the company’s named executive officers. As described in footnote 3 of the summary compensation table, our assumptions with respect to the FASB ASC Topic 718 valuation of our equity awards granted in 2025 are described in the footnotes to our audited financial statements as of and for the year ended December 31, 2025. In accordance with SEC rules, the aggregate grant date fair value of the PRSUs is calculated based on the probable outcome of the performance conditions as of the grant date, which, for the PRSUs reflected in the summary compensation table for each of the fiscal years 2021, 2022, 2023, 2024 and 2025, was target level performance. In accordance with SEC rules, the change in fair value of the PRSUs as of the end of each of the fiscal years 2021, 2022, 2023, 2024 and 2025 is based upon the probable outcome of the performance conditions as of the last day of the applicable fiscal year. The amounts included in the columns in footnotes 3 and 4 below identified as “Year-End Fair Value of Equity Awards Granted During Applicable Year,” “Change in Fair Value as of Year-End of Any Prior Year Awards that Remain Unvested as of Year-End,” and “Change in Fair Value as of the Vesting Date of Any Prior Year Awards that Vested During Applicable Year,” are based on the probable outcome, as of the last day of the applicable fiscal year, of the PRSU performance conditions, reflecting the actual outcome of the performance conditions of the applicable PRSU awards to date as of the last day of such fiscal year. For more information regarding how we determine the number of PRSUs earned, see “Compensation Discussion and Analysis — Compensation Discussion and Analysis: In Detail — Review and Approval of 2025 Long-Term Incentives — How We Determine the Number of PRSUs Earned.”
(3)
The following table discloses the amounts deducted from and added to the total compensation of our principal executive officer in determining our principal executive officer’s compensation actually paid (determined as described in footnote 2 above) for each fiscal year shown in the pay for performance table:
Year
Summary
Compensation
Table Total

($)
Minus:
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings

($)
Plus:
Pension
Service
Costs
Attributable
to the
Applicable
Year

($)
Minus:
Grant
Date Fair
Value of
Equity
Awards
Granted
During
Applicable
Year

($)
Plus:
Year-End
Fair Value
of Equity
Awards
Granted
During
Applicable
Year

($)
Plus:
Change in
Fair Value
as of
Year-End
of Any
Prior Year
Awards that
Remain
Unvested
as of
Year-End

($)
Plus:
Change in
Fair Value
as of the
Vesting
Date of Any
Prior Year
Awards that
Vested
During
Applicable
Year

($)
Compensation
Actually Paid

($)
2025
13,711,938
57,746
7,726,174
8,865,619
994,522
(190,521)
15,597,638
2024
12,296,083
28,963
7,894,754
7,973,968
636,384
407,103
13,389,821
2023
12,899,559
39,712
8,754,185
10,529,242
(5,235,905)
66,172
9,465,171
2022
14,279,027
40,080
81,498
9,198,580
18,434,354
5,027,737
5,175,500
33,759,455
2021
11,685,670
72,771
73,194
6,767,986
18,506,213
7,552,436
688,411
31,665,167
(4)
The following table discloses the amounts deducted from and added to the average total compensation of our named executive officers, other than our principal executive officer, in determining those named executive officers’ average compensation actually paid (determined as described in footnote 2 above) for each fiscal year shown in the pay for performance table:
Year
Summary
Compensation
Table Total

($)
Minus:
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings

($)
Plus:
Pension
Service
Costs
Attributable
to the
Applicable
Year

($)
Minus:
Grant
Date Fair
Value of
Equity
Awards
Granted
During
Applicable
Year

($)
Plus:
Year-End
Fair Value
of Equity
Awards
Granted
During
Applicable
Year

($)
Plus:
Change in
Fair Value
as of
Year-End
of Any
Prior Year
Awards that
Remain
Unvested
as of
Year-End

($)
Plus:
Change in
Fair Value
as of the
Vesting
Date of
Any Prior
Year
Awards that
Vested
During
Applicable Year

($)
Compensation
Actually Paid

($)
2025
5,088,097
18,466
2,642,888
2,794,151
208,777
18,120
5,447,790
2024
4,100,551
8,629
2,659,574
2,833,494
92,604
66,579
4,425,025
2023
3,335,968
15,847
1,926,657
2,313,447
(1,112,534)
10,779
2,605,155
2022
3,547,447
22,240
31,035
1,867,438
3,769,427
1,019,332
976,124
7,453,688
2021
3,034,079
34,549
32,057
1,403,170
3,805,073
1,430,716
126,645
6,990,851
(5)
Each of the peer group companies is a publicly traded manufacturer of agricultural chemical fertilizers. The companies comprising the peer group are CVR Partners LP, Dyno Nobel Limited (formerly Incitec Pivot Limited), LSB Industries, Inc., Nutrien Ltd., The Mosaic Company and Yara International ASA. For Yara International ASA and Dyno Nobel Limited, we used their respective home exchange stock prices, converted into U.S. dollars, to calculate their total shareholder return.
(6)
We have a strategic venture with CHS Inc. (CHS) under which CHS owns an equity interest in CF Industries Nitrogen, LLC (CFN), an indirect subsidiary of CF Industries Holdings, Inc., which represents approximately 11% of the membership interests of CFN. We have a joint venture with JERA Co., Inc. (“JERA”) and Mitsui & Co., Ltd. (“Mitsui”) under which JERA and Mitsui each own an equity interest in Blue Point Number One, LLC (“BP1”), an indirect subsidiary of CF Industries Holdings, Inc., which represents 35% and 25%, respectively, of the membership interests of BP1. Net income represents our net earnings, which includes net earnings attributable to CHS’s, JERA’s and Mitsui’s noncontrolling interest in the company. Our net earnings attributable to common stockholders for the years
ended December 31, 2025, 2024, 2023, 2022 and 2021 was $1,455 million, $1,218 million, $1,525 million, $3,346 million and $917 million, respectively. For more information regarding our strategic venture with CHS, see Note 1 — Noncontrolling Interest in Notes to Consolidated Financial Statements in Item 8 of our 2025 Annual Report.
(7)
See “Compensation Discussion and Analysis — Compensation Discussion and Analysis: In Detail — Key Elements of NEO Compensation Program — Our Metrics Defined” on page 56 for the definition of Adjusted EBITDA and a description of how Adjusted EBITDA is calculated from net earnings attributable to common stockholders in our audited financial statements.
       
Company Selected Measure Name Adjusted EBITDA        
Named Executive Officers, Footnote
(1)
Our principal executive officer (PEO) for each of the fiscal years 2021 through 2025 is Mr. Will. Our other named executive officers for each of the fiscal years 2023 through 2021 are Mr. Bohn, Mr. Frost, Ms. Menzel and Mr. Douglas Barnard, who retired from the company in 2024. For fiscal year 2024, our other named executive officers are Mr. Cameron, Mr. Bohn, Mr. Frost, Ms. Menzel and Mr. Malik. For fiscal year 2025, our other named executive officers are Mr. Cameron, Mr. Bohn, Mr. Frost and Ms. Menzel.
       
Peer Group Issuers, Footnote
(5)
Each of the peer group companies is a publicly traded manufacturer of agricultural chemical fertilizers. The companies comprising the peer group are CVR Partners LP, Dyno Nobel Limited (formerly Incitec Pivot Limited), LSB Industries, Inc., Nutrien Ltd., The Mosaic Company and Yara International ASA. For Yara International ASA and Dyno Nobel Limited, we used their respective home exchange stock prices, converted into U.S. dollars, to calculate their total shareholder return.
       
PEO Total Compensation Amount $ 13,711,938 $ 12,296,083 $ 12,899,559 $ 14,279,027 $ 11,685,670
PEO Actually Paid Compensation Amount $ 15,597,638 13,389,821 9,465,171 33,759,455 31,665,167
Adjustment To PEO Compensation, Footnote
(3)
The following table discloses the amounts deducted from and added to the total compensation of our principal executive officer in determining our principal executive officer’s compensation actually paid (determined as described in footnote 2 above) for each fiscal year shown in the pay for performance table:
Year
Summary
Compensation
Table Total

($)
Minus:
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings

($)
Plus:
Pension
Service
Costs
Attributable
to the
Applicable
Year

($)
Minus:
Grant
Date Fair
Value of
Equity
Awards
Granted
During
Applicable
Year

($)
Plus:
Year-End
Fair Value
of Equity
Awards
Granted
During
Applicable
Year

($)
Plus:
Change in
Fair Value
as of
Year-End
of Any
Prior Year
Awards that
Remain
Unvested
as of
Year-End

($)
Plus:
Change in
Fair Value
as of the
Vesting
Date of Any
Prior Year
Awards that
Vested
During
Applicable
Year

($)
Compensation
Actually Paid

($)
2025
13,711,938
57,746
7,726,174
8,865,619
994,522
(190,521)
15,597,638
2024
12,296,083
28,963
7,894,754
7,973,968
636,384
407,103
13,389,821
2023
12,899,559
39,712
8,754,185
10,529,242
(5,235,905)
66,172
9,465,171
2022
14,279,027
40,080
81,498
9,198,580
18,434,354
5,027,737
5,175,500
33,759,455
2021
11,685,670
72,771
73,194
6,767,986
18,506,213
7,552,436
688,411
31,665,167
       
Non-PEO NEO Average Total Compensation Amount $ 5,088,097 4,100,551 3,335,968 3,547,447 3,034,079
Non-PEO NEO Average Compensation Actually Paid Amount $ 5,447,790 4,425,025 2,605,155 7,453,688 6,990,851
Adjustment to Non-PEO NEO Compensation Footnote
(4)
The following table discloses the amounts deducted from and added to the average total compensation of our named executive officers, other than our principal executive officer, in determining those named executive officers’ average compensation actually paid (determined as described in footnote 2 above) for each fiscal year shown in the pay for performance table:
Year
Summary
Compensation
Table Total

($)
Minus:
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings

($)
Plus:
Pension
Service
Costs
Attributable
to the
Applicable
Year

($)
Minus:
Grant
Date Fair
Value of
Equity
Awards
Granted
During
Applicable
Year

($)
Plus:
Year-End
Fair Value
of Equity
Awards
Granted
During
Applicable
Year

($)
Plus:
Change in
Fair Value
as of
Year-End
of Any
Prior Year
Awards that
Remain
Unvested
as of
Year-End

($)
Plus:
Change in
Fair Value
as of the
Vesting
Date of
Any Prior
Year
Awards that
Vested
During
Applicable Year

($)
Compensation
Actually Paid

($)
2025
5,088,097
18,466
2,642,888
2,794,151
208,777
18,120
5,447,790
2024
4,100,551
8,629
2,659,574
2,833,494
92,604
66,579
4,425,025
2023
3,335,968
15,847
1,926,657
2,313,447
(1,112,534)
10,779
2,605,155
2022
3,547,447
22,240
31,035
1,867,438
3,769,427
1,019,332
976,124
7,453,688
2021
3,034,079
34,549
32,057
1,403,170
3,805,073
1,430,716
126,645
6,990,851
       
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid vs. Total Shareholder Return
[MISSING IMAGE: bc_compentsr-pn.jpg]
       
Compensation Actually Paid vs. Net Income
Compensation Actually Paid vs. Net Income
[MISSING IMAGE: bc_netincome-pn.jpg]
       
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid vs. Adjusted EBITDA
[MISSING IMAGE: bc_adjebitda-pn.jpg]
       
Total Shareholder Return Vs Peer Group
Comparison of Total Shareholder Return
[MISSING IMAGE: lc_totsharehold-pn.jpg]
       
Tabular List, Table
Most Important Financial Performance Measures
Our compensation and management development committee selects performance metrics for our incentive compensation programs that align executive interests with those of our shareholders. See “Compensation Discussion and Analysis — Compensation Discussion and Analysis: In Detail — Key Elements of NEO Compensation Program” on page 55 for the definition of these metrics and further explanation of how our compensation metrics in our annual incentive plan and long-term incentive plan tie to our business strategy. Below in an unranked order are the most important financial performance measures used for the fiscal year ended December 31, 2025.
Metric
Alignment
Adjusted EBITDA
Adjusted EBITDA is a cornerstone of our annual incentive program. It is the primary metric by which we measure our profitability and by which investors measure our performance.
Return on Net Assets (RONA)
Our PRSU awards are subject to three-year vesting criteria based on RONA over three one-year periods. RONA is correlated with long-term total shareholder return and is viewed as an indicator of the results of management’s operating decisions.
Total Shareholder Return (TSR)
Our PRSU awards have a modifier pursuant to which the number of shares earned based on RONA may be increased or decreased by up to 20% based on our three-year TSR as compared to threshold, target and maximum levels of performance. Use of TSR as a performance measure establishes a clear linkage between executive incentives and shareholder value creation.
       
Total Shareholder Return Amount $ 222.57 239.84 217.94 228.76 187.11
Peer Group Total Shareholder Return Amount 147.62 108.66 133.73 161.73 157.14
Net Income (Loss) $ 1,798,000,000 $ 1,477,000,000 $ 1,838,000,000 $ 3,937,000,000 $ 1,260,000,000
Company Selected Measure Amount 2,876,000,000 2,284,000,000 2,748,000,000 5,884,000,000 2,743,000,000
PEO Name Mr. Will        
Percentage of Membership Interest 11.00%        
MinorityInterestOwnershipPercentageByNoncontrollingOwners1 35.00%        
Minority Interest Ownership Percentage By Noncontrolling Owners2 25.00%        
Net Income (Loss) Available to Common Stockholders, Basic $ 1,455,000,000 $ 1,218,000,000 $ 1,525,000,000 $ 3,346,000,000 $ 917,000,000
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Non-GAAP Measure Description
See “Compensation Discussion and Analysis — Compensation Discussion and Analysis: In Detail — Key Elements of NEO Compensation Program — Our Metrics Defined” on page 56 for the definition of Adjusted EBITDA and a description of how Adjusted EBITDA is calculated from net earnings attributable to common stockholders in our audited financial statements.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Return on Net Assets (RONA)        
Measure:: 3          
Pay vs Performance Disclosure          
Name Total Shareholder Return (TSR)        
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (57,746) (28,963) (39,712) (40,080) (72,771)
PEO | Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 81,498 73,194
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (7,726,174) (7,894,754) (8,754,185) (9,198,580) (6,767,986)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 8,865,619 7,973,968 10,529,242 18,434,354 18,506,213
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 994,522 636,384 (5,235,905) 5,027,737 7,552,436
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (190,521) 407,103 66,172 5,175,500 688,411
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (18,466) (8,629) (15,847) (22,240) (34,549)
Non-PEO NEO | Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 31,035 32,057
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,642,888) (2,659,574) (1,926,657) (1,867,438) (1,403,170)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,794,151 2,833,494 2,313,447 3,769,427 3,805,073
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 208,777 92,604 (1,112,534) 1,019,332 1,430,716
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 18,120 $ 66,579 $ 10,779 $ 976,124 $ 126,645