What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-08 compared with 2024-10-31 · 205 added, 275 removed, 422 unchanged (53% of the section changed)

2 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

2024 2023 2024 2023

(in millions, except per share amounts)

4 unchanged sentences

operations restructuring 23 —

Acquisition and integration costs — 11 4 27

Integration costs — 3

Other operating—net 14 17

Total other operating costs and expenses 121 108

Equity in earnings (losses) of operating affiliate 2 ( 36 ) 1 ( 12 )

Equity in earnings of operating affiliate 4 2

Operating earnings 455 303

18 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

2024 2023 2024 2023

(in millions)

3 unchanged sentences

Defined benefit plans—net of taxes ( 2 ) —

23 ( 26 ) — 5

Comprehensive income 360 222

4 unchanged sentences

CONSOLIDATED BALANCE SHEETS

September 30,

2025 December 31,

34 unchanged sentences

Treasury stock—at cost, 2025— 5,611,408 shares and 2024— 354,264 shares

( 451 ) ( 30 )

Accumulated other comprehensive loss ( 271 ) ( 280 )

15 unchanged sentences

(in millions, except per share amounts)

Balance as of June 30, 2024 $ 2 $ ( 15 ) $ 1,345 $ 4,360 $ ( 232 ) $ 5,460 $ 2,642 $ 8,102

Net earnings — — — 276 — 276 65 341

Other comprehensive income — — — — 23 23 — 23

Purchases of treasury stock — ( 481 ) — — — ( 481 ) — ( 481 )

Retirement of treasury stock — 15 ( 1 ) ( 14 ) — — — —

Acquisition of treasury stock under employee stock plans — ( 2 ) — — — ( 2 ) — ( 2 )

Stock-based compensation expense — — 7 — — 7 — 7

Dividends and dividend equivalents ($ 0.50 per share)

— — — ( 89 ) — ( 89 ) — ( 89 )

Distribution declared to noncontrolling interest — — — — — — ( 164 ) ( 164 )

Balance as of September 30, 2024 $ 2 $ ( 483 ) $ 1,351 $ 4,533 $ ( 209 ) $ 5,194 $ 2,543 $ 7,737

Balance as of December 31, 2024 $ 2 $ ( 30 ) $ 1,284 $ 4,009 $ ( 280 ) $ 4,985 $ 2,607 $ 7,592

Net earnings — — — 312 — 312 39 351

Other comprehensive income — — — — 9 9 — 9

Purchases of treasury stock — ( 438 ) — — — ( 438 ) — ( 438 )

6 unchanged sentences

— — — ( 86 ) — ( 86 ) — ( 86 )

Distributions declared to noncontrolling interest — — — — — — ( 308 ) ( 308 )

Balance as of September 30, 2024 $ 2 $ ( 483 ) $ 1,351 $ 4,533 $ ( 209 ) $ 5,194 $ 2,543 $ 7,737

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(Continued) (Unaudited)

Common Stockholders

Stock Treasury

Stock Paid-In

Capital Retained

Earnings Accumulated

Comprehensive

Stockholders’ Equity Noncontrolling

Interest Total

(in millions, except per share amounts)

Balance as of June 30, 2023 $ 2 $ ( 226 ) $ 1,430 $ 4,797 $ ( 199 ) $ 5,804 $ 2,716 $ 8,520

Net earnings — — — 164 — 164 66 230

Other comprehensive loss — — — — ( 26 ) ( 26 ) — ( 26 )

Purchases of treasury stock — ( 151 ) — — — ( 151 ) — ( 151 )

Retirement of treasury stock — 226 ( 24 ) ( 202 ) — — — —

Stock-based compensation expense — — 10 — — 10 — 10

Dividends and dividend equivalents ($ 0.40 per share)

— — — ( 78 ) — ( 78 ) — ( 78 )

Distribution declared to noncontrolling interest — — — — — — ( 129 ) ( 129 )

Balance as of September 30, 2023 $ 2 $ ( 151 ) $ 1,416 $ 4,681 $ ( 225 ) $ 5,723 $ 2,578 $ 8,301

Balance as of March 31, 2025 $ 2 $ ( 451 ) $ 1,292 $ 4,208 $ ( 271 ) $ 4,780 $ 2,517 $ 7,297

Balance as of December 31, 2023 $ 2 $ — $ 1,389 $ 4,535 $ ( 209 ) $ 5,717 $ 2,656 $ 8,373

Net earnings — — — 194 — 194 44 238

Other comprehensive income — — — — 5 5 — 5

Other comprehensive loss — — — — ( 16 ) ( 16 ) — ( 16 )

Purchases of treasury stock — ( 351 ) — — — ( 351 ) — ( 351 )

Retirement of treasury stock — 226 ( 24 ) ( 202 ) — — — —

Acquisition of treasury stock under employee stock plans — ( 23 ) — — — ( 23 ) — ( 23 )

4 unchanged sentences

— — — ( 95 ) — ( 95 ) — ( 95 )

Distributions declared to noncontrolling interest — — — — — — ( 459 ) ( 459 )

Balance as of September 30, 2023 $ 2 $ ( 151 ) $ 1,416 $ 4,681 $ ( 225 ) $ 5,723 $ 2,578 $ 8,301

Distribution declared to noncontrolling interest — — — — — — ( 144 ) ( 144 )

Balance as of March 31, 2024 $ 2 $ ( 374 ) $ 1,403 $ 4,634 $ ( 225 ) $ 5,440 $ 2,556 $ 7,996

See accompanying Notes to Unaudited Consolidated Financial Statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months ended

September 30,

Three months ended

(in millions)

5 unchanged sentences

Stock-based compensation expense 10 13

Unrealized net gain on natural gas derivatives ( 33 ) ( 65 )

Impairment of equity method investment in PLNL — 43

Gain on sale of emission credits ( 47 ) ( 39 )

Unrealized net loss (gain) on natural gas derivatives 2 ( 33 )

Loss on disposal of property, plant and equipment 1 5

Loss on sale of Ince facility 23 —

Undistributed earnings of affiliate—net of taxes ( 4 ) ( 2 )

9 unchanged sentences

Additions to property, plant and equipment ( 132 ) ( 98 )

Purchase of Waggaman ammonia production facility 2 —

Proceeds from sale of property, plant and equipment 2 —

Proceeds from sale of investments held in nonqualified employee benefit trust 1 —

Proceeds from sale of Ince facility 4 —

Purchase of emission credits — ( 2 )

Proceeds from sale of emission credits 47 39

Net cash used in investing activities ( 126 ) ( 100 )

7 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 3 ( 2 )

(Decrease) increase in cash and cash equivalents ( 155 ) 931

Decrease in cash and cash equivalents ( 208 ) ( 259 )

Cash and cash equivalents at beginning of period 1,614 2,032

5 unchanged sentences

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

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

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

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

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

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

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

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

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The preparation of the unaudited interim consolidated financial statements requires us to make use of estimates and assumptions that may significantly affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the unaudited interim consolidated financial statements and the reported revenues and expenses for the periods presented.

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 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, including any related interest and penalties, the assessment of the realizability of deferred tax assets, 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.

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 environmental regulations, the cost of customer incentives, useful lives of property and identifiable intangible assets, the evaluation of potential impairments of property, investments, identifiable intangible assets and goodwill, income tax reserves, including any related interest and penalties, 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.

New Accounting Standards

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This ASU is intended to improve reportable segment disclosures through enhanced disclosures about significant segment expenses.

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.

We are currently evaluating the impact that our adoption of this ASU will have on the disclosures in our consolidated financial statements that will first be included in our Annual Report on Form 10-K for the fiscal year ending December 31, 2024.

In December 2023, the FASB issued ASU No.

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2023-09, Income Taxes (Topic 740):

1 unchanged sentence

This ASU adds new guidance that further enhances income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

The amendments are effective for fiscal

The amendments are effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

We are continuing to evaluate the impact that our adoption of this ASU will have on the disclosures in our consolidated financial statements.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

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.

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.

CF INDUSTRIES HOLDINGS, INC.

years beginning after December 15, 2024, 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.

1 unchanged sentence

We track our revenue by product and by geography.

See Note 16—Segment Disclosures for the revenue of each of our reportable segments, which are Ammonia, Granular Urea, UAN, AN and Other.

The following table summarizes our revenue by product and by geography (based on the destination of our shipment) for the three and nine months ended September 30, 2024 and 2023:

See Note 14—Segment Disclosures for our revenue by reportable segment, which are Ammonia, Granular Urea, UAN, AN and Other.

The following table summarizes our revenue by product and by geography (based on the destination of our shipment) for the three months ended March 31, 2025 and 2024:

Ammonia Granular Urea UAN AN Other Total

(in millions)

Three months ended September 30, 2024

North America $ 297 $ 328 $ 313 $ 53 $ 94 $ 1,085

Europe and other 56 60 93 53 23 285

Total revenue $ 353 $ 388 $ 406 $ 106 $ 117 $ 1,370

Three months ended September 30, 2023

North America $ 165 $ 340 $ 330 $ 50 $ 111 $ 996

Europe and other 70 20 105 64 18 277

Total revenue $ 235 $ 360 $ 435 $ 114 $ 129 $ 1,273

Nine months ended September 30, 2024

Three months ended March 31, 2025

North America $ 366 $ 439 $ 408 $ 47 $ 113 $ 1,373

1 unchanged sentence

Total revenue $ 520 $ 439 $ 470 $ 101 $ 133 $ 1,663

Nine months ended September 30, 2023

Three months ended March 31, 2024

North America $ 334 $ 403 $ 373 $ 48 $ 102 $ 1,260

1 unchanged sentence

Total revenue $ 402 $ 407 $ 425 $ 114 $ 122 $ 1,470

As of September 30, 2024 and December 31, 2023, we had $ 348 million and $ 130 million, respectively, in customer advances on our consolidated balance sheets.

During the nine months ended September 30, 2024 and 2023, substantially all of the customer advances at the beginning of each respective period were recognized as revenue.

As of March 31, 2025 and December 31, 2024, we had $ 241 million and $ 118 million, respectively, in customer advances on our consolidated balance sheets.

During the three months ended March 31, 2025 and 2024, the revenue recognized that was included in our customer advances at the beginning of each respective period amounted to approximately $ 93 million and $ 110 million, respectively.

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 to purchase additional product.

The balances of customer incentives accrued as of September 30, 2024 and December 31, 2023 were not material.

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.

As of September 30, 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 $ 1.8 billion.

Our cash incentives do not provide an option to the customer for additional product.

The balances of customer incentives accrued as of March 31, 2025 and December 31, 2024 were not material.

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 March 31, 2025, 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 $ 2.0 billion.

We expect to recognize approximately 20 % of these performance obligations as revenue in the remainder of 2025, approximately 29 % as revenue during 2026-2028, approximately 18 % 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 $ 1.3 billion as of September 30, 2024.

Other than the performance obligations described above, any performance obligations with our customers that were unfulfilled or partially filled at December 31, 2023 were satisfied in 2024.

Other than the performance obligations described above, any performance obligations with our customers that were unfulfilled or partially filled at December 31, 2024 will be satisfied in 2025.

Supply Contract Liability

In connection with our December 1, 2023 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.

(the Supply Contract).

The terms of the Supply Contract were determined to be unfavorable compared to market as of the acquisition date.

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.

For both the three months ended March 31, 2025 and 2024, we amortized $ 7 million of the Supply Contract liability into net sales.

As of March 31, 2025 and December 31, 2024, we had $ 717 million and $ 724 million, respectively, in Supply Contract liability on our consolidated balance sheets.

Estimated amortization of the Supply Contract liability for the remainder of 2025 is approximately $ 23 million and for each of the fiscal years 2026 to 2030 is approximately $ 30 million.

CF INDUSTRIES HOLDINGS, INC.

2 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

2024 2023 2024 2023

(in millions, except per share amounts)

10 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.

Shares for anti-dilutive stock-based awards not included in the computation of diluted earnings per common share were zero in both the three and nine months ended September 30, 2024 and the three and nine months ended September 30, 2023.

Acquisition of Waggaman Ammonia Production Facility

On December 1, 2023, we acquired an ammonia production facility located in Waggaman, Louisiana, from Dyno Nobel Louisiana Ammonia, LLC (DNLA), a U.S.

subsidiary of Australia-based Incitec Pivot Limited (IPL), pursuant to an asset purchase agreement with DNLA and IPL.

The facility has a nameplate production capacity of 880,000 tons of ammonia annually.

Our acquisition of the Waggaman facility expanded our ammonia manufacturing and distribution capacity, including our ability to enable low-carbon ammonia production.

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.

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.

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

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.

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.

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.

In the nine months ended September 30, 2024, we incurred $ 4 million of integration costs related to the Waggaman acquisition.

In the three and nine months ended September 30, 2023, we incurred $ 9 million and $ 25 million, respectively, of acquisition-related costs related to the Waggaman acquisition.

In addition, we incurred $ 2 million of integration costs in both the three and nine months ended September 30, 2023.

These costs are included in acquisition and integration costs in our consolidated statements of operations.

CF INDUSTRIES HOLDINGS, INC.

Shares for anti-dilutive stock-based awards not included in the computation of diluted earnings per common share were zero in both the three months ended March 31, 2025 and 2024.

Inventories consist of the following:

September 30,

2025 December 31,

5 unchanged sentences

Property, plant and equipment—net consists of the following:

September 30,

2025 December 31,

9 unchanged sentences

_______________________________________________________________________________

(1) As of September 30, 2024 and December 31, 2023, we had property, plant and equipment that was accrued but unpaid of $ 122 million and $ 68 million, respectively.

As of September 30, 2023 and December 31, 2022, we had property, plant and equipment that was accrued but unpaid of $ 80 million and $ 53 million, respectively.

Depreciation and amortization related to property, plant and equipment was $ 229 million and $ 701 million for the three and nine months ended September 30, 2024, respectively, and $ 211 million and $ 633 million for the three and nine months ended September 30, 2023, respectively.

(1) As of March 31, 2025 and December 31, 2024, we had property, plant and equipment that was accrued but unpaid of $ 87 million and $ 101 million, respectively.

As of March 31, 2024 and December 31, 2023, we had property, plant and equipment that was accrued but unpaid of $ 72 million and $ 68 million, respectively.

Depreciation and amortization related to property, plant and equipment was $ 220 million and $ 252 million for the three months ended March 31, 2025 and 2024, respectively.

CF INDUSTRIES HOLDINGS, INC.

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.

4 unchanged sentences

The following is a summary of capitalized plant turnaround costs:

Nine months ended

September 30,

Three months ended

(in millions)

3 unchanged sentences

Effect of exchange rate changes and other ( 3 ) ( 1 )

Net capitalized plant turnaround costs as of September 30

CF INDUSTRIES HOLDINGS, INC.

Net capitalized plant turnaround costs as of March 31

United Kingdom Operations

In the second quarter of 2022, we approved and announced our proposed plan to restructure our U.K.

operations, including the planned permanent closure of the Ince facility, which had been idled since September 2021.

For property, plant and equipment within the Ince, U.K.

asset group, an asset group planned for abandonment, we first considered use of a market or income-based valuation method.

However, given that a secondary market did not exist and the assets had been idled with a planned abandonment and therefore would not generate future cash flows from operations, we estimated the fair value of the asset group by determining the replacement cost of the underlying assets and then adjusting each of the asset categories to an estimated salvage value utilizing industry recognized price publications.

In the third quarter of 2022, the final restructuring plan was approved, and the facility was subsequently decommissioned.

In the three months ended March 31, 2025, the Ince facility was sold, including certain liabilities assumed by the buyer, and we recognized a loss of $ 23 million on the sale.

The loss is reflected in U.K.

operations restructuring in our consolidated statement of operations for the three months ended March 31, 2025.

Equity Method Investment

We have a 50 % ownership interest in Point Lisas Nitrogen Limited (PLNL), which operates an ammonia production facility in the Republic of Trinidad and Tobago.

We have a 50 % ownership interest in Point Lisas Nitrogen Limited (PLNL), which operates an ammonia production facility in Trinidad and Tobago.

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.

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).

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.

As a result, we recorded an impairment of our equity method investment in PLNL of $ 43 million, which is reflected in equity in earnings (losses) of operating affiliate on our consolidated statements of operations for the three and nine months ended September 30, 2023.

As of September 30, 2024, the total carrying value of our equity method investment in PLNL was $ 28 million.

As of March 31, 2025, the total carrying value of our equity method investment in PLNL was $ 33 million.

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.

Our ammonia purchases from PLNL totaled $ 22 million and $ 68 million for the three and nine months ended September 30, 2024, respectively, and $ 20 million and $ 115 million for the three and nine months ended September 30, 2023, respectively.

Our ammonia purchases from PLNL totaled $ 34 million and $ 30 million for the three months ended March 31, 2025 and 2024, respectively.

CF INDUSTRIES HOLDINGS, INC.

Fair Value Measurements

Our cash and cash equivalents and other investments consist of the following:

September 30, 2024

March 31, 2025

Cost Basis Unrealized

24 unchanged sentences

and those guaranteed by entities affiliated with governmental entities.

CF INDUSTRIES HOLDINGS, INC.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present assets and liabilities included in our consolidated balance sheets as of September 30, 2024 and December 31, 2023 that are recognized at fair value on a recurring basis, and indicate the fair value hierarchy utilized to determine such fair value:

September 30, 2024

The following tables present assets and liabilities included in our consolidated balance sheets as of March 31, 2025 and December 31, 2024 that are recognized at fair value on a recurring basis, and indicate the fair value hierarchy utilized to determine such fair value:

March 31, 2025

Value Quoted Prices

6 unchanged sentences

Derivative liabilities ( 2 ) — ( 2 ) —

CF INDUSTRIES HOLDINGS, INC.

December 31, 2024

9 unchanged sentences

Cash equivalents include highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less.

As of September 30, 2024 and December 31, 2023, our cash equivalents consisted primarily of U.S.

As of March 31, 2025 and December 31, 2024, our cash equivalents consisted primarily of U.S.

and Canadian government obligations and money market mutual funds that invest in U.S.

2 unchanged sentences

We maintain trusts associated with certain nonqualified supplemental pension plans.

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.

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.

Debt securities are accounted for as available-for-sale securities, and changes in fair value are reported in other comprehensive income.

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To determine the fair value of these instruments, we use quoted market prices from NYMEX and standard pricing models with inputs derived from or corroborated by observable market data such as forward curves supplied by an industry-recognized independent third party.

See Note 13—Derivative Financial Instruments for additional information.

CF INDUSTRIES HOLDINGS, INC.

Financial Instruments

The carrying amount and estimated fair value of our financial instruments are as follows:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Amount Fair Value Carrying

6 unchanged sentences

We also have assets and liabilities that may be measured at fair value on a nonrecurring basis;

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.

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.

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

CF INDUSTRIES HOLDINGS, INC.

down to fair value as a result of impairment.

The fair value measurements related to assets and liabilities measured at fair value on a nonrecurring basis rely primarily on Company-specific inputs.

Since certain of the Company’s assumptions would involve inputs that are not observable, these fair values would reside within Level 3 of the fair value hierarchy.

In the third quarter of 2023, we determined the carrying value of our equity method investment in PLNL exceeded its fair value and recorded an impairment of our equity method investment in PLNL of $ 43 million.

See Note 8—Equity Method Investment for additional information.

For the three months ended September 30, 2024, we recorded an income tax provision of $ 59 million on pre-tax income of $ 400 million, or an effective tax rate of 14.8 %, compared to an income tax provision of $ 23 million on pre-tax income of $ 253 million, or an effective tax rate of 9.1 %, for the three months ended September 30, 2023.

For the three months ended September 30, 2024, our income tax provision includes a $ 9 million income tax benefit arising from the finalization of tax return filing positions.

For the three months ended September 30, 2023, our income tax provision includes a $ 9 million income tax benefit arising from the finalization of tax return filing positions and adjustments to accrued withholding taxes as a result of changes reflected on our filed U.S.

federal return.

For the three months ended September 30, 2024 and 2023, these income tax benefits in relation to pre-tax income of $ 400 million and $ 253 million, respectively, contributed to a lower effective tax rate compared to the U.S.

statutory rate of 21%.

For the nine months ended September 30, 2024, we recorded an income tax provision of $ 244 million on pre-tax income of $ 1.33 billion, or an effective tax rate of 18.4 %, compared to an income tax provision of $ 326 million on pre-tax income of $ 1.81 billion, or an effective tax rate of 18.0 %, for the nine months ended September 30, 2023.

For the three months ended March 31, 2025, we recorded an income tax provision of $ 86 million on pre-tax income of $ 437 million, or an effective tax rate of 19.8 %, compared to an income tax provision of $ 62 million on pre-tax income of $ 300 million, or an effective tax rate of 20.7 %, for the three months ended March 31, 2024.

Our effective tax rate is impacted by earnings attributable to the noncontrolling interest in CF Industries Nitrogen, LLC (CFN), as our consolidated income tax provision does not include a tax provision on the earnings attributable to the noncontrolling interest.

Our effective tax rate for the three months ended September 30, 2024 of 14.8 %, which is based on pre-tax income of $ 400 million, including $ 65 million of earnings attributable to the noncontrolling interest, would be 2.9 percentage points higher if based on pre-tax income exclusive of the $ 65 million of earnings attributable to the noncontrolling interest.

Our effective tax rate for the three months ended September 30, 2023 of 9.1 %, which is based on pre-tax income of $ 253 million, including $ 66 million of earnings attributable to the noncontrolling interest, would be 3.2 percentage points higher if based on pre-tax income exclusive of the $ 66 million of earnings attributable to the noncontrolling interest.

Our effective tax rate for the nine months ended September 30, 2024 of 18.4 %, which is based on pre-tax income of $ 1.33 billion, including $ 195 million of earnings attributable to the noncontrolling interest, would be 3.1 percentage points higher if based on pre-tax income exclusive of the $ 195 million of earnings attributable to the noncontrolling interest.

CF INDUSTRIES HOLDINGS, INC.

effective tax rate for the nine months ended September 30, 2023 of 18.0 %, which is based on pre-tax income of $ 1.81 billion, including $ 235 million of earnings attributable to the noncontrolling interest, would be 2.7 percentage points higher if based on pre-tax income exclusive of the $ 235 million of earnings attributable to the noncontrolling interest.

Canada Revenue Agency Competent Authority Matter

In the second half of 2022, as a result of the conclusion of arbitration proceedings and the settlement provisions between the United States and Canadian competent authorities related to tax years 2006-2011, we paid additional income taxes and related interest of $ 124 million and $ 100 million, respectively, to the Canada Revenue Agency (CRA) and Alberta Tax and Revenue Administration (Alberta TRA).

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.

Based on current estimates and foreign currency exchange rates as of September 30, 2024, the interest relief from the CRA and Alberta TRA is estimated to be approximately $ 40 million, consisting of interest refunds of $ 37 million and related interest of $ 3 million.

As a result, in the third quarter of 2024, we recognized a $ 37 million reduction in interest expense and $ 3 million of interest income in our consolidated statement of operations.

Our effective tax rate for the three months ended March 31, 2025 of 19.8 %, which is based on pre-tax income of $ 437 million, including $ 39 million of earnings attributable to the noncontrolling interest, would be 1.9 percentage points higher if based on pre-tax income exclusive of the $ 39 million of earnings attributable to the noncontrolling interest.

Our effective tax rate for the three months ended March 31, 2024 of 20.7 %, which is based on pre-tax income of $ 300 million, including $ 44 million of earnings attributable to the noncontrolling interest, would be 3.6 percentage points higher if based on pre-tax income exclusive of the $ 44 million of earnings attributable to the noncontrolling interest.

Financing Agreements

9 unchanged sentences

The specified margin and the amount of the commitment fee depended on CF Holdings’ credit rating at the time.

As of September 30, 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.

There were no borrowings outstanding under the Revolving Credit Agreement as of September 30, 2024 or December 31, 2023, or during the nine months ended September 30, 2024.

As of March 31, 2025, we had unused borrowing capacity under the Revolving Credit Agreement of $ 750 million and no outstanding letters of credit under the Revolving Credit Agreement.

In addition, there were no borrowings outstanding under the Revolving Credit Agreement as of December 31, 2024, or during the three months ended March 31, 2025 or 2024.

The Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including a financial covenant.

As of September 30, 2024, we were in compliance with all covenants under the Revolving Credit Agreement.

As of March 31, 2025, we were in compliance with all covenants under the Revolving Credit Agreement.

Letters of Credit Under Bilateral Agreement

We are party to a bilateral agreement providing for the issuance of up to $ 425 million of letters of credit.

As of September 30, 2024, approximately $ 344 million of letters of credit were outstanding under this agreement.

As of March 31, 2025, approximately $ 324 million of letters of credit were outstanding under this agreement.

CF INDUSTRIES HOLDINGS, INC.

Long-term debt presented on our consolidated balance sheets as of September 30, 2024 and December 31, 2023 consisted of the following debt securities issued by CF Industries:

Effective Interest Rate September 30, 2024 December 31, 2023

Principal Carrying Amount (1)

Long-term debt presented on our consolidated balance sheets as of March 31, 2025 and December 31, 2024 consisted of the following debt securities issued by CF Industries:

Effective Interest Rate March 31, 2025 December 31, 2024

Principal Outstanding Carrying Amount (1)

(in millions)

12 unchanged sentences

(1) Carrying amount is net of unamortized debt discount and deferred debt issuance costs.

Total unamortized debt discount was $ 6 million and $ 7 million as of September 30, 2024 and December 31, 2023, respectively, and total deferred debt issuance costs were $ 24 million and $ 25 million as of September 30, 2024 and December 31, 2023, respectively.

Total unamortized debt discount was $ 6 million as of both March 31, 2025 and December 31, 2024, and total deferred debt issuance costs were $ 22 million and $ 23 million as of March 31, 2025 and December 31, 2024, 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.

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.

Under 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.

2 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

2024 2023 2024 2023

(in millions)

Interest on borrowings (1)

$ 37 $ 38 $ 112 $ 112

Fees on financing agreements (1)

Interest on tax liabilities (2)

( 37 ) 1 ( 37 ) 1

Interest capitalized ( 2 ) ( 2 )

2 unchanged sentences

(1) See Note 10—Financing Agreements for additional information.

(2) See Note 10—Income Taxes for additional information.

CF INDUSTRIES HOLDINGS, INC.

Derivative Financial Instruments

We use derivative financial instruments to reduce our exposure to changes in prices for natural gas that will be purchased in the future.

Natural gas is the largest and most volatile component of our manufacturing cost for nitrogen-based products.

From time to time, we may also use derivative financial instruments to reduce our exposure to changes in foreign currency exchange rates.

The derivatives that we use to reduce our exposure to changes in prices for natural gas are primarily natural gas fixed price swaps, basis swaps and options traded in the over-the-counter markets.

These natural gas derivatives settle using primarily a NYMEX futures price index, which represents the basis for fair value at any given time.

We enter into natural gas derivative contracts with respect to natural gas to be consumed by us in the future, and settlements of those derivative contracts are scheduled to coincide with our anticipated purchases of natural gas used to manufacture nitrogen products during those future periods.

We use natural gas derivatives as an economic hedge of natural gas price risk, but without the application of hedge accounting.

As a result, changes in fair value of these contracts are recognized in earnings.

As of September 30, 2024, we had natural gas derivative contracts covering certain periods through March 2025.

As of September 30, 2024, our open natural gas derivative contracts consisted of natural gas basis swaps for 17.5 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.

For the nine months ended September 30, 2024, we used derivatives to cover approximately 20 % of our natural gas consumption.

The effect of derivatives in our consolidated statements of operations is shown in the table below.

Gain (loss) recognized in income

Three months ended

September 30, Nine months ended

September 30,

Location 2024 2023 2024 2023

(in millions)

Unrealized net (losses) gains on natural gas derivatives Cost of sales $ ( 1 ) $ ( 7 ) $ 33 $ 65

Realized net losses on natural gas derivatives Cost of sales ( 1 ) ( 1 ) ( 39 ) ( 119 )

Net derivative losses $ ( 2 ) $ ( 8 ) $ ( 6 ) $ ( 54 )

The fair values of derivatives on our consolidated balance sheets are shown below.

As of September 30, 2024 and December 31, 2023, none of our derivative instruments were designated as hedging instruments.

See Note 9—Fair Value Measurements for additional information on derivative fair values.

Asset Derivatives Liability Derivatives

Balance Sheet

Location September 30,

2024 December 31,

2023 Balance Sheet

Location September 30,

2024 December 31,

(in millions) (in millions)

Natural gas derivatives Other current assets $ 4 $ 1 Other current liabilities $ ( 5 ) $ ( 35 )

Most of our International Swaps and Derivatives Association (ISDA) agreements contain credit-risk-related contingent features such as cross default provisions.

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.

As of September 30, 2024 and December 31, 2023, the aggregate fair value of the derivative instruments with credit-risk-related contingent features in net liability positions was $ 1 million 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 September 30, 2024 and December 31, 2023, we had no cash collateral on deposit with counterparties for derivative contracts.

CF INDUSTRIES HOLDINGS, INC.

The following table presents amounts relevant to offsetting of our derivative assets and liabilities as of September 30, 2024 and December 31, 2023:

Amounts presented in consolidated

balance sheets (1)

Gross amounts not offset in consolidated balance sheets

instruments Cash collateral received (pledged) Net

(in millions)

September 30, 2024

Total derivative assets $ 4 $ — $ — $ 4

Total derivative liabilities ( 5 ) — — ( 5 )

Net derivative liabilities $ ( 1 ) $ — $ — $ ( 1 )

December 31, 2023

Total derivative assets $ 1 $ — $ — $ 1

Total derivative liabilities ( 35 ) — — ( 35 )

Net derivative liabilities $ ( 34 ) $ — $ — $ ( 34 )

_______________________________________________________________________________

(1) We report the fair values of our derivative assets and liabilities on a gross basis on our consolidated balance sheets.

As a result, the gross amounts recognized and net amounts presented are the same.

We do not believe the contractually allowed netting, close-out netting or setoff of amounts owed to, or due from, the counterparties to our ISDA agreements would have a material effect on our financial position.

Noncontrolling Interest

11 unchanged sentences

Declaration of distributions payable ( 129 ) ( 144 )

Balance as of September 30 $ 2,543 $ 2,578

Balance as of March 31 $ 2,517 $ 2,556

Distributions payable to noncontrolling interest:

2 unchanged sentences

Distributions to noncontrolling interest ( 129 ) ( 144 )

Balance as of September 30 $ — $ —

Balance as of March 31 $ — $ —

CHS also receives deliveries pursuant to a supply agreement under which CHS has the right to purchase annually from CFN up to approximately 1.1 million tons of granular urea and 580,000 tons of UAN at market prices.

2 unchanged sentences

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.

CF INDUSTRIES HOLDINGS, INC.

Stockholders’ Equity

On November 3, 2021, our Board of Directors (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).

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).

Repurchases under our share repurchase programs may be made from time to time in the open market, through privately negotiated transactions, through block transactions, through accelerated share repurchase programs, or otherwise.

Our Board of Directors (the Board) has authorized certain programs to repurchase shares of our common stock.

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.

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 2, 2022, the Board authorized the repurchase of up to $ 3 billion of CF Holdings common stock (the 2022 Share Repurchase Program), which commenced in the second quarter of 2023 upon completion of our previous share repurchase program and is effective through December 31, 2025.

See Note 15—Subsequent Events for additional information.

CF INDUSTRIES HOLDINGS, INC.

The following table summarizes the share repurchases under the 2022 Share Repurchase Program.

2 unchanged sentences

Shares repurchased in 2023 5.6 $ 425

Shares repurchased in 2024:

First quarter 4.3 347

Second quarter 4.0 305

4 unchanged sentences

First quarter 5.4 434

Second quarter 4.0 305

Third quarter 6.1 476

Total shares repurchased in 2024 14.4 1,128

Shares repurchased as of September 30, 2024

Shares repurchased as of March 31, 2025

______________________________________________________________________________

(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.

In the nine months ended September 30, 2024, we repurchased approximately 14.4 million shares under the 2022 Share Repurchase Program for $ 1.13 billion, and we retired approximately 8.5 million shares of repurchased stock.

As of September 30, 2024, we held approximately 6.1 million shares of treasury stock.

In the second quarter of 2023, we completed the 2021 Share Repurchase Program with the repurchase of approximately 2.3 million shares for $ 155 million.

In the nine months ended September 30, 2023, we repurchased approximately 2.7 million shares under the 2022 Share Repurchase Program for $ 200 million, and we retired approximately 3.3 million shares of repurchased stock.

CF INDUSTRIES HOLDINGS, INC.

In the three months ended March 31, 2025, we repurchased approximately 5.4 million shares under the 2022 Share Repurchase Program for $ 434 million and retired approximately 0.4 million shares of repurchased treasury stock.

As of March 31, 2025, we held approximately 5.6 million shares of treasury stock.

In the three months ended March 31, 2024, we repurchased approximately 4.3 million shares under the 2022 Share Repurchase Program for $ 347 million, of which $ 14 million was accrued and unpaid as of March 31, 2024.

Accumulated Other Comprehensive Loss

7 unchanged sentences

Balance as of December 31, 2024 $ ( 221 ) $ 3 $ ( 62 ) $ ( 280 )

Loss arising during the period — — ( 2 ) ( 2 )

Effect of exchange rate changes and deferred taxes 11 — ( 2 ) 9

Balance as of September 30, 2024 $ ( 141 ) $ 3 $ ( 71 ) $ ( 209 )

Balance as of March 31, 2025 $ ( 210 ) $ 3 $ ( 64 ) $ ( 271 )

Balance as of December 31, 2023 $ ( 146 ) $ 3 $ ( 66 ) $ ( 209 )

Gain arising during the period — — 5 5

Reclassification to earnings — — ( 1 ) ( 1 )

Effect of exchange rate changes and deferred taxes ( 16 ) — — ( 16 )

Balance as of September 30, 2023 $ ( 176 ) $ 3 $ ( 52 ) $ ( 225 )

Balance as of March 31, 2024 $ ( 162 ) $ 3 $ ( 66 ) $ ( 225 )

CF INDUSTRIES HOLDINGS, INC.

2 unchanged sentences

These segments are differentiated by products.

Our management uses gross margin to evaluate segment performance and allocate resources.

Total other operating costs and expenses (consisting primarily of selling, general and administrative expenses and other operating—net) and non-operating expenses (consisting primarily of interest and income taxes) are centrally managed and are not included in the measurement of segment profitability reviewed by management.

Segment data for sales, cost of sales and gross margin for the three and nine months ended September 30, 2024 and 2023 are presented in the table below.

Ammonia Granular Urea (1)

Our chief operating decision maker (CODM) is our President and Chief Executive Officer, who uses gross margin to evaluate segment performance and allocate resources.

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.

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.

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.

Segment data for gross margin, including sales and cost of sales, which also includes significant expenses, for the three months ended March 31, 2025 and 2024 are presented in the tables below.

Three months ended

(in millions)

Three months ended September 30, 2024

Net sales $ 520 $ 402

Cost of sales:

Natural gas, including the impact of realized derivatives (1)

Unrealized net mark-to-market loss (gain) on natural gas derivatives 1 ( 12 )

Depreciation and amortization (2)

Distribution and storage (3)

Other segment items (5)

Total cost of sales

Gross margin $ 186 $ 65

Total other operating costs and expenses 82

Equity in earnings of operating affiliate 2

Operating earnings $ 364

Three months ended September 30, 2023

Granular Urea

Net sales $ 439 $ 407

Cost of sales:

Natural gas, including the impact of realized derivatives (1)

Unrealized net mark-to-market gain on natural gas derivatives — ( 9 )

Depreciation and amortization (2)

Distribution and storage (3)

Other segment items (5)

Total cost of sales

Gross margin $ 173 $ 154

Total other operating costs and expenses 97

Equity in losses of operating affiliate (2)

Operating earnings $ 244

Nine months ended September 30, 2024

CF INDUSTRIES HOLDINGS, INC.

Three months ended

(in millions)

Net sales $ 470 $ 425

Cost of sales:

Natural gas, including the impact of realized derivatives (1)

Unrealized net mark-to-market loss (gain) on natural gas derivatives 1 ( 10 )

Depreciation and amortization (2)

Distribution and storage (3)

Other segment items (5)

Total cost of sales

Gross margin $ 142 $ 143

Total other operating costs and expenses 228

Equity in earnings of operating affiliate 1

Operating earnings $ 1,305

Nine months ended September 30, 2023

Net sales $ 101 $ 114

Cost of sales:

Natural gas, including the impact of realized derivatives (1)

Unrealized net mark-to-market gain on natural gas derivatives — ( 1 )

Depreciation and amortization (2)

Other segment items (5)

Total cost of sales

Gross margin $ 16 $ 9

Net sales $ 133 $ 122

Cost of sales:

Natural gas, including the impact of realized derivatives (1)

Unrealized net mark-to-market gain on natural gas derivatives — ( 1 )

Depreciation and amortization (2)

Other segment items (5)

Total cost of sales

Gross margin $ 55 $ 38

CF INDUSTRIES HOLDINGS, INC.

Three months ended

(in millions)

Net sales $ 1,663 $ 1,470

Cost of sales:

Natural gas, including the impact of realized derivatives (1)

Unrealized net mark-to-market loss (gain) on natural gas derivatives 2 ( 33 )

Depreciation and amortization (2)

Distribution and storage (3)

Other segment items (5)

Total cost of sales

Gross margin $ 572 $ 409

Total other operating costs and expenses 121 108

Equity in losses of operating affiliate (2)

Equity in earnings of operating affiliate 4 2

Operating earnings $ 455 $ 303

_______________________________________________________________________________

(1) The cost of the products that are upgraded into other products is transferred at cost into the upgraded product results.

(2) Equity in losses of operating affiliate for the three and nine months ended September 30, 2023 includes an impairment of our equity method investment in PLNL of $ 43 million.

See Note 8—Equity Method Investment for additional information.

(1) Natural gas costs include the impact of realized gains and losses on natural gas derivatives settled during the period.

(2) For the three months ended March 31, 2025 and 2024, depreciation and amortization does not include $ 8 million and $ 10 million, respectively, of depreciation and amortization allocated to Corporate, which includes amortization of definite-lived intangible assets.

For both the three months ended March 31, 2025 and 2024, depreciation and amortization does not include $ 7 million of amortization related to the supply contract liability, which is recognized in net sales.

See Note 3—Revenue Recognition for additional information on the supply contract liability.

(3) 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.

(4) Freight costs consist of the costs incurred by us to deliver products from one of our plants or distribution facilities to the customer.

Freight costs are generally charged to the customer and included in net sales.

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.

(5) Other segment items is primarily comprised of payroll, services, materials and supplies, and utilities at our manufacturing facilities.

(6) Other consists of all other products not included in our Ammonia, Granular Urea, UAN or AN segments.

All other products primarily include DEF, urea liquor, nitric acid and aqua ammonia.

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.

The following table shows the carrying amount of goodwill by reportable segment as of March 31, 2025 and December 31, 2024:

Ammonia Granular Urea UAN AN Other Total

(in millions)

Goodwill as of March 31, 2025 and December 31, 2024 $ 980 $ 828 $ 576 $ 69 $ 39 $ 2,492

CF INDUSTRIES HOLDINGS, INC.

Subsequent Events

Blue Point Joint Venture

On April 8, 2025, we announced that we formed a joint venture, Blue Point Number One, LLC, with JERA Co., Inc.

(JERA), Japan’s largest energy company, and Mitsui & Co., Ltd.

(Mitsui), a leading global investment and trading company, for the construction, production and offtake of low-carbon ammonia.

Upon formation, we held 40 % ownership, JERA held 35 % ownership, and Mitsui held 25 % ownership in the joint venture.

Under the terms of the joint venture’s limited liability company agreement, JERA has a conditional option to reduce its ownership percentage that expires on December 31, 2025.

If the specified condition is met, JERA can reduce its ownership below 35 % but not lower than 20 %.

We would have the right and obligation to increase our ownership by the same amount that JERA reduces its ownership.

At our Blue Point complex in Ascension Parish, Louisiana, the Blue Point joint venture is expected to construct an autothermal reforming (ATR) ammonia production facility with a carbon dioxide (CO 2 ) dehydration and compression unit to prepare captured CO 2 for transportation and sequestration.

Pre-construction activities and engineering evaluations at our Blue Point complex will begin in 2025.

Construction of the ammonia production facility is expected to begin in 2026, with low-carbon ammonia production expected to begin in 2029.

We will be responsible for the development, operation and maintenance of the ammonia production facility under contracts with the Blue Point joint venture.

The three companies will offtake product according to their ownership percentages.

We estimate that the cost of the low-carbon ATR ammonia production facility with carbon capture and sequestration technologies will be approximately $ 4 billion.

Pursuant to periodic joint venture capital calls, the joint venture members will fund the cost of the facility’s engineering, procurement and construction according to their ownership percentages.

The low-carbon ammonia production facility is designed with an annual nameplate capacity of approximately 1.4 million metric tons and is expected to capture greater than 95% of the CO 2 generated from its production of ammonia.

The ammonia production facility is expected to qualify for tax credits under Section 45Q of the Internal Revenue Code, which provides a tax credit per metric ton of CO 2 permanently sequestered.

In addition, we will invest approximately $ 550 million to build scalable infrastructure at our Blue Point complex to supply the ammonia production facility with services, including product storage and vessel loading.

We will operate these facilities, and the Blue Point joint venture will compensate us for these services.

We determined that Blue Point Number One, LLC is a variable interest entity (VIE) in which we hold a variable interest, and we are the primary beneficiary of the VIE as we have both (1) the power to direct the activities that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE, due to our 40 % equity interest.

As a result, we will consolidate this entity in our consolidated financial statements, with the combined 60 % equity interest owned by JERA and Mitsui recorded as noncontrolling interest.

Share Repurchase Program

On May 6, 2025, the Board authorized the repurchase of up to $ 2 billion of CF Holdings common stock commencing upon the completion of the 2022 Share Repurchase Program and effective through December 31, 2029 (the 2025 Share Repurchase Program).

Repurchases under the 2025 Share Repurchase Program may be made from time to time in the open market, through privately-negotiated transactions, through block transactions, through accelerated share repurchase programs or otherwise.

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.

See Note 13—Stockholders’ Equity for information related to the 2022 Share Repurchase Program, which expires on December 31, 2025.

CF INDUSTRIES HOLDINGS, INC.

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.

What changed 10-Q

Item 1. Financial Statements