What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-05-08 compared with 2024-10-31 · 346 added, 489 removed, 388 unchanged (68% of the section changed)

6 unchanged sentences

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

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

References to tons refer to short tons.

Notes referenced in this discussion and analysis refer to the notes to our unaudited interim consolidated financial statements in Item 1.

2 unchanged sentences

• Overview of CF Holdings

• Market Conditions

• Market Conditions and Current Developments

• Financial Executive Summary

• Acquisition of Waggaman Ammonia Production Facility

• Items Affecting Comparability of Results

7 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.

2 unchanged sentences

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

Our principal assets as of September 30, 2024 include:

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

Our principal assets as of March 31, 2025 include:

manufacturing facilities located in:

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

Sergeant Bluff, Iowa (our Port Neal complex);

6 unchanged sentences

(CHS) owns the remainder (see Note 12—Noncontrolling Interest for additional information on our strategic venture with CHS);

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

• two Canadian manufacturing facilities located in:

Medicine Hat, Alberta (the largest ammonia production complex in Canada);

and Courtright, Ontario;

• a United Kingdom manufacturing facility located in Billingham;

CF INDUSTRIES HOLDINGS, INC.

• an extensive system of terminals and associated transportation equipment located primarily in the Midwestern United States;

• a 50% interest in Point Lisas Nitrogen Limited (PLNL), an ammonia production joint venture located in the Republic of Trinidad and Tobago (Trinidad) that we account for under the equity method.

CF INDUSTRIES HOLDINGS, INC.

• 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.

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

3 unchanged sentences

Other important uses of our products include emissions control.

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

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

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

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

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

6 unchanged sentences

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

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

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

Commissioning of our green hydrogen production facility, consisting of a 20-megawatt alkaline water electrolysis plant to produce hydrogen, continues.

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

At the time of its startup, we believe that the Donaldsonville green ammonia project will represent North America’s first commercial-scale green ammonia capacity.

Under proposed regulations, the hydrogen produced and used in our green ammonia production is expected to qualify for tax credits under Section 45V of the Internal Revenue Code.

We are also advancing decarbonization projects at our Donaldsonville and Yazoo City complexes that leverage carbon capture and sequestration (CCS) to enable the production of low-carbon ammonia.

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

CCS requires the construction of CO 2 dehydration and compression units to enable CO 2 captured from the ammonia production process to be transported and sequestered.

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

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

Decarbonizing our existing network

At our Donaldsonville and Yazoo City complexes, our decarbonization projects are leveraging carbon capture and sequestration (CCS) to enable us to convert a portion of our existing ammonia production to low-carbon ammonia.

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

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

At Donaldsonville, CCS is expected to commence in 2025 and annually will capture up to approximately 2 million tonnes of CO 2 .

At Yazoo City, CCS is expected to commence in 2028 and annually will capture up to approximately 500,000 tonnes of CO 2 .

Each project is expected to qualify under Section 45Q of the Internal Revenue Code for tax credits per tonne of sequestered CO 2 .

We are also evaluating the construction of export-oriented greenfield low-carbon ammonia capacity at our Blue Point complex in Ascension Parish, Louisiana.

This evaluation includes assessing ammonia production technology options that will

Each project 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.

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

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

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

At Yazoo City, CCS is expected to commence in 2028 and annually will sequester up to approximately 500,000 metric tons of CO 2 that would otherwise have been emitted to the atmosphere.

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 CO 2 dehydration and compression unit to prepare captured

CF INDUSTRIES HOLDINGS, INC.

meet the carbon intensity requirements of end users.

In the fourth quarter of 2023, we completed a front-end engineering and design (FEED) study on a potential approximately 1.2 million tonne capacity greenfield steam methane reforming (SMR) ammonia facility with CCS technologies that would enable sequestration of process CO 2 emissions.

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

We, along with our partners, are also progressing two additional FEED studies focused on technologies that would further reduce the ammonia product’s carbon intensity.

The first is assessing the cost and viability of integrating flue gas CO 2 capture on a SMR ammonia facility.

The second is evaluating autothermal reforming (ATR) ammonia production technology.

We expect to obtain results from both FEED studies in the fourth quarter of 2024.

We have entered into joint development agreements (JDAs) with two potential partners, Mitsui & Co., Ltd.

and JERA Co., Inc.

The JDAs guide our evaluation of potential joint ventures to build a greenfield ammonia plant to supply low-carbon ammonia to developing energy markets and traditional ammonia markets where demand for low-carbon product is emerging.

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

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

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

Should a final investment decision (FID) be reached to construct greenfield low-carbon ammonia capacity at our Blue Point complex, construction and commissioning is expected to take approximately four years from FID.

Market Conditions

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 CCS technologies will be approximately $4 billion.

We anticipate that approximately one-third of the estimated cost is related to materials that will be imported to the United States, with the majority of imported materials expected to arrive in Louisiana in 2028.

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

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.

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 facility is expected to capture, compress and dehydrate approximately 2.3 million metric tons of CO 2 annually.

A subsidiary of Occidental Petroleum Corporation would then transport the CO 2 and permanently sequester it in a Class VI well at its Pelican Sequestration Hub in Louisiana, for which a final investment decision has been made and the development process has begun.

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.

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 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.

See “Liquidity and Capital Resources—Blue Point Joint Venture,” below, and Note 15—Subsequent Events, for additional information on the Blue Point joint venture.

Low-carbon ammonia demand

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

We are evaluating and are in various stages of discussions with other companies for long-term offtake and/or potential joint investments related to new and traditional applications for low-carbon ammonia.

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

Market Conditions and Current Developments

Government Policies

On March 4, 2025, U.S.

tariffs on Canadian imports went into effect and were applicable to the portion of our products manufactured in Canada that are either shipped to customers with U.S.

destinations or shipped to one of our U.S.

However, on March 6, 2025, an executive order was issued that excluded from these tariffs any products that enter the United States duty-free as a good of Canada pursuant to the United States-Mexico-Canada Agreement (USMCA).

As a result, the U.S.

tariffs on Canadian imports are currently not applicable to our Canadian production and the cost of the tariffs for the three-day period from March 4, 2025 to March 6, 2025 were not significant to our consolidated results.

On March 12, 2025, the Trump administration reimposed section 232 tariffs on U.S.

imports of steel and aluminum products from countries that had negotiated exemptions from those U.S.

tariffs (originally imposed in 2018) and applied tariffs to U.S.

imports of specified steel and aluminum derivative products from all countries.

On April 2, 2025, additional U.S.

tariffs were announced by the Trump administration, consisting of (1) a ten percent tariff on nearly all imports into the United States with certain country (including Canada, Mexico, and Russia) and product exceptions and (2) higher tariffs on more than 50 countries.

In accordance with this order, the ten percent tariffs were imposed on April 5, 2025.

The higher tariffs on more than 50 countries were imposed on April 9, 2025, and were subsequently paused on April 10, 2025, for 90 days, with the exception of U.S.

imports from China for which tariffs have been increased to higher levels.

Negotiations between the United States and several countries are expected that may change the magnitude, the timing or other aspects of these and other tariffs.

CF INDUSTRIES HOLDINGS, INC.

Any of these tariffs or other tariffs and changes to U.S.

trading policies may be reinstituted, paused, removed or changed at any time and may be so done unpredictably and without notice.

Retaliatory tariffs or other imposition of taxes and duties on U.S.

exports to trading partners may also be significant and unpredictable.

Any imposed tariffs or the prospect of any retaliatory tariffs on U.S.

exports, changes in U.S.

trade policy or changes in other countries’ trade policies with the United States has and may continue to lead to uncertainty in the global marketplace, impact the supply and demand balance in many regions, and increase the cost of capital equipment and other supplies, which could adversely affect our business, financial condition, results of operations and cash flows.

Nitrogen Sales Volume

Sales volume was 5.0 million tons in the first quarter of 2025 compared to 4.5 million in the first quarter of 2024.

Higher sales volume resulted in an increase in net sales of approximately $176 million.

The increase in sales volume was due primarily to higher supply availability as a result of increased production in the first quarter of 2025 compared to the first quarter of 2024, which was adversely impacted by production outages from a winter storm in January 2024.

Nitrogen Selling Prices

1 unchanged sentence

Intense global competition—reflected in import volumes and prices—strongly influences delivered prices for nitrogen fertilizers.

In general, the prevailing global prices for nitrogen products must be at a level to incent the high-cost marginal producer to produce product at a breakeven or above price, or else they would cease production and leave a portion of global demand unsatisfied.

In the third quarter of 2024, the average selling price for our products was $286 per ton, an increase of 7% compared to $268 per ton in the third quarter of 2023, primarily reflecting a higher average selling price in our Ammonia segment.

Higher average selling prices resulted in an increase in net sales of approximately $52 million in the third quarter of 2024 compared to the third quarter of 2023.

In the nine months ended September 30, 2024, the average selling price for our products was $311 per ton, or 13% lower compared to $356 per ton in the nine months ended September 30, 2023.

This resulted in a decrease in net sales of approximately $680 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

Nitrogen Sales Volume

Sales volume in the third quarter of 2024 was 4.8 million tons compared to 4.7 million tons in the third quarter of 2023, which resulted in an increase in net sales of approximately $45 million.

Higher sales volume reflects an increase in sales volume as a result of the Waggaman acquisition on December 1, 2023, as further described below, partially offset by lower supply availability resulting from lower beginning inventory entering the third quarter of 2024.

Sales volume was approximately 14.2 million tons in both the nine months ended September 30, 2024 and 2023.

An increase in sales volume as a result of the Waggaman acquisition on December 1, 2023, was largely offset by lower sales volume due primarily to (i) lower production excluding the impact of the Waggaman acquisition, due in part to the impact of production outages from a winter storm in the first quarter of 2024, and (ii) lower beginning inventory compared to the prior year period.

CF INDUSTRIES HOLDINGS, INC.

In January 2024, a winter storm produced extremely cold temperatures that impacted our operations, including the temporary shut-down and lost production at certain of our plants.

Due to the impact of plant downtime resulting from the adverse weather and additional plant maintenance activity in the first quarter of 2024, we purchased and resold approximately 62,000 tons of ammonia and 48,000 tons of granular urea at near breakeven margins in order to fulfill sales commitments.

The plant downtime led to approximately $75 million of additional costs in the first quarter of 2024 for maintenance, repairs and certain unabsorbed fixed costs.

The Waggaman acquisition, which we completed on December 1, 2023, increased our ammonia sales volume in the third quarter and first nine months of 2024 by approximately 217,000 tons and 500,000 tons, respectively.

In general, the prevailing global prices for nitrogen products must be at a level to incent the high-cost marginal producer to produce products at a breakeven price or above, or else they would cease production and leave a portion of global demand unsatisfied.

In the first quarter of 2025, the average selling price for our products was $332 per ton, or 2% higher, compared to $325 per ton in the first quarter of 2024.

This resulted in an increase in net sales of approximately $17 million for the first quarter of 2025 compared to the first quarter of 2024.

Average selling prices for most of our major products were higher in the first quarter of 2025 than in the first quarter of 2024 as higher global energy costs due in part to gas curtailments in Iran and Trinidad and higher gas costs in Europe, raised the global market clearing price required to meet global demand, including continued strong demand in India and the Northern Hemisphere.

Natural gas is the principal raw material used to produce our nitrogen products.

Natural gas is both a chemical feedstock and a fuel used to produce nitrogen products.

Natural gas is a significant cost component of our manufactured nitrogen products, representing approximately 27% and 40% of our production costs in the first nine months of 2024 and the year ended December 31, 2023, respectively.

Most of our nitrogen manufacturing facilities are located in the United States and Canada.

As a result, the price of natural gas in North America directly impacts a substantial portion of our operating expenses.

The following table presents the average daily market price of natural gas at the Henry Hub, the most heavily-traded natural gas pricing point in North America:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 v.

Natural gas is a significant cost component of our manufactured nitrogen products, representing approximately 37% and 28% of our production costs in the first three months of 2025 and the year ended December 31, 2024, respectively.

Most of our manufacturing facilities are located in the United States and Canada.

As a result, the price of natural gas in North America, which has historically been volatile, directly impacts a substantial portion of our operating expenses.

In the first quarter of 2025, colder-than-normal temperatures increased the demand for heating across North America, driving natural gas prices higher compared to the first quarter of 2024.

Additional demand arose from liquefaction facilities in the United States running near maximum levels through the first quarter of 2025, driven by elevated global price spreads.

In addition, the newly commissioned Plaquemines liquefaction facility in Louisiana increased production, adding approximately 12% to total U.S.

liquefied natural gas export volumes.

Due to the low natural gas price environment throughout 2024, natural gas producers were reluctant to increase supply to match the elevated demand, resulting in higher natural gas prices through the quarter.

The following table presents the average daily market price of natural gas at the Henry Hub, the most heavily-traded natural gas pricing point in North America, and our cost of natural gas used for production, which includes the impact of realized natural gas derivatives:

Three Months Ended March 31,

2025 2024 2025 v.

Average daily market price of natural gas Henry Hub (Louisiana) (per MMBtu) $ 2.08 $ 2.58 $ (0.50) (19) % $ 2.19 $ 2.46 $ (0.27) (11) %

In the third quarter of 2024, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, decreased 17% to $2.10 per MMBtu from $2.54 per MMBtu in the third quarter of 2023.

This decrease in natural gas costs resulted in an increase in gross margin of $40 million, excluding the impact of the Waggaman acquisition, compared to the third quarter of 2023.

In the first nine months of 2024, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, decreased 39% to $2.38 per MMBtu from $3.90 per MMBtu in the first nine months of 2023.

This decrease in natural gas costs resulted in an increase in gross margin of $390 million, excluding the impact of the Waggaman acquisition, compared to the first nine months of 2023.

Natural Gas Market Factors

In the first quarter of 2024, warmer-than-normal average temperatures in North America drove lower heating demand for natural gas, in spite of a short-lived period of extremely cold temperatures in January 2024 that affected most of North America.

North American natural gas supply remained strong through the quarter, with a decline in supply occurring near the end of the quarter as producers responded to a weaker price environment.

In addition, although the higher cost for natural gas outside of North America incentivized liquefaction facilities in the United States to export domestic natural gas during the first quarter of 2024, an outage at the Freeport liquefied natural gas facility limited total gas exports, supporting domestic supply.

During the second quarter of 2024, there was a decline in natural gas supply as producers responded to a weaker price environment, limiting the domestic supply available to be injected into storage during the quarter.

In addition, natural gas demand for power generation reached record levels in the second quarter of 2024 as higher-than-normal temperatures drove increased cooling demand.

In the third quarter of 2024, the decline in natural gas supply continued as producers curtailed production in response to low natural gas prices.

Natural gas demand from the power generation sector set records despite increased solar and wind generation, as low natural gas prices increased demand for gas-fired power.

Liquefied natural gas exports were steady through the quarter as delays on commissioning of new facilities and maintenance activities at existing plants held exports at levels reached during the second quarter of 2024.

Natural gas in storage remained above historical levels despite continued below-average injections into storage during the quarter.

At the end of the third quarter of 2024, storage levels in North America were 4% higher compared to one year ago and 6% higher than the five-year average.

Average daily market price of natural gas at the Henry Hub (per MMBtu) $ 4.28 $ 2.43 $ 1.85 76 %

Cost of natural gas used for production in cost of sales (1) (per MMBtu)

3.68 3.19 0.49 15 %

___________________________________________________________________________

(1) Includes the cost of natural gas used for production and related transportation that is included in cost of sales during the period under the first-in, first-out inventory cost method.

In the first quarter of 2025, our cost of natural gas used for production increased 15% compared to the first quarter of 2024, which resulted in a decrease in gross margin of $40 million.

CF INDUSTRIES HOLDINGS, INC.

Financial Executive Summary

We reported net earnings attributable to common stockholders of $276 million for the three months ended September 30, 2024 compared to $164 million for the three months ended September 30, 2023, an increase in net earnings of $112 million, or 68%.

The increase in net earnings for the three months ended September 30, 2024 compared to the three months ended September 30, 2023 primarily reflects the following:

• an increase in gross margin of $67 million, as described below;

• a $40 million reduction in interest expense—net related to the Canada Revenue Agency Competent Authority Matter, which is described below under “Items Affecting Comparability of Results;” and

• a pre-tax impairment of our equity method investment of $43 million in the third quarter of 2023 that did not recur in 2024, which is described below under “Items Affecting Comparability of Results.”

These factors that increased gross margin were partially offset by a higher income tax provision as a result of an increase in earnings.

Gross margin increased by $67 million, or 18%, to $444 million for the three months ended September 30, 2024 compared to $377 million for the three months ended September 30, 2023.

The increase in gross margin was due primarily to a 7% increase in average selling prices to $286 per ton in the third quarter of 2024 from $268 per ton in the third quarter of 2023, which increased gross margin by $52 million, and including the impact of the Waggaman acquisition, an increase in sales volume, which increased gross margin by $18 million.

In addition, lower natural gas costs increased gross margin by $40 million, excluding the impact of the Waggaman acquisition.

These factors that increased gross margin were partially offset by higher costs for maintenance activity.

Diluted net earnings per share attributable to common stockholders increased $0.70 per share, or 82%, to $1.55 per share in the third quarter of 2024 compared to $0.85 per share in the third quarter of 2023, due primarily to higher net earnings and lower weighted-average common shares outstanding as a result of shares repurchased under our share repurchase program.

Diluted weighted-average common shares outstanding were 178.6 million shares for the three months ended September 30, 2024, a decrease of 7% compared to diluted weighted-average common shares outstanding of 192.9 million shares for the three 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.

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.

In connection with recording the acquisition, we recognized, among other items, goodwill, intangible assets and a supply contract liability.

CF INDUSTRIES HOLDINGS, INC.

We reported net earnings attributable to common stockholders of $312 million for the three months ended March 31, 2025 compared to $194 million for the three months ended March 31, 2024, an increase in net earnings of $118 million, or 61%.

The increase in net earnings for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily reflects an increase in gross margin of $163 million, partially offset by a higher income tax provision as a result of an increase in earnings and the pre-tax loss of $23 million on the sale of our previously decommissioned Ince facility.

Gross margin increased by $163 million, or 40%, to $572 million for the three months ended March 31, 2025 compared to $409 million for the three months ended March 31, 2024.

The increase in gross margin was due primarily to an 11% increase in sales volume, which increased gross margin by $96 million, and a 2% increase in average selling prices to $332 per ton in the first quarter of 2025 from $325 per ton in the first quarter of 2024, which increased gross margin by $17 million.

In addition, the increase in gross margin also reflects lower costs associated with maintenance activity in the first three months of 2025 compared to the first three months of 2024, due in part to a winter storm in January 2024 that produced extremely cold temperatures that resulted in the shutdown of certain operations and increased maintenance costs.

These factors that increased gross margin were partially offset by higher natural gas costs, including the impact of realized derivatives, which decreased gross margin by $40 million.

Gross margin also includes the impact of a $2 million unrealized net mark-to-market loss on natural gas derivatives in the three months ended March 31, 2025 compared to a $33 million gain in the three months ended March 31, 2024.

Diluted net earnings per share attributable to common stockholders increased $0.82 per share, or 80%, to $1.85 per share in the first quarter of 2025 compared to $1.03 per share in the first quarter of 2024, due primarily to higher net earnings and lower weighted-average common shares outstanding as a result of shares repurchased under our share repurchase program.

Diluted weighted-average common shares outstanding were 168.8 million shares for the three months ended March 31, 2025, a decrease of 10% compared to diluted weighted-average common shares outstanding of 188.1 million shares for the three months ended March 31, 2024.

Items Affecting Comparability of Results

For the three months ended September 30, 2024 and 2023, we reported net earnings attributable to common stockholders of $276 million and $164 million, respectively.

For the nine months ended September 30, 2024 and 2023, we reported net earnings attributable to common stockholders of $890 million and $1.25 billion, respectively.

In addition to the impact of market conditions and the acquisition of the Waggaman ammonia production facility discussed above, certain items affected the comparability of our financial results for the three and nine months ended September 30, 2024 and 2023.

For the three months ended March 31, 2025 and 2024, we reported net earnings attributable to common stockholders of $312 million and $194 million, respectively.

In addition to the impact of market conditions discussed above, certain items affected the comparability of our financial results for the three months ended March 31, 2025 and 2024.

The following table and related discussion outline these items and their impact on the comparability of our financial results for these periods.

The descriptions of items below that refer to amounts in the table refer to the pre-tax amounts unless otherwise noted.

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Pre-Tax After-Tax Pre-Tax After-Tax Pre-Tax After-Tax Pre-Tax After-Tax

Three Months Ended March 31,

Pre-Tax After-Tax Pre-Tax After-Tax

(in millions)

1 unchanged sentence

$ 2 $ 1 $ (33) $ (26)

Loss on foreign currency transactions, including intercompany loans (2)

1 1 7 5 2 2 5 4

operations restructuring — — 5 4 — — 7 5

Acquisition and integration costs — — 11 9 4 3 27 21

Impairment of equity method investment in PLNL (3)

— — 43 33 — — 43 33

Canada Revenue Agency Competent Authority Matter:

Interest expense (income)—net (4)

(40) (39) — — (40) (39) — —

Loss on foreign currency transactions (2)

Loss on sale of Ince facility (3)

Integration costs — — 3 2

______________________________________________________________________________

1 unchanged sentence

(2) Included in other operating—net in our consolidated statements of operations.

(3) Included in equity in earnings (losses) of operating affiliate in our consolidated statements of operations.

(4) Included in interest expense and interest income in our consolidated statements of operations.

(3) Included in U.K.

operations restructuring in our consolidated statement of operations.

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

4 unchanged sentences

This can result in volatility in reported earnings due to the unrealized mark-to-market adjustments that occur from changes in the value of the derivatives, which are reflected in cost of sales in our consolidated statements of operations.

In the three months ended September 30, 2024 and 2023, we recognized unrealized net mark-to-market losses on natural gas derivatives of $1 million and $7 million, respectively.

In the nine months ended September 30, 2024 and 2023, we recognized unrealized net mark-to-market gains on natural gas derivatives of $33 million and $65 million, respectively.

Loss on foreign currency transactions, including intercompany loans

In the three months ended September 30, 2024 and 2023, we recognized a loss on foreign currency transactions of $1 million and $7 million, respectively.

In the nine months ended September 30, 2024 and 2023, we recognized a loss on foreign currency transactions of $2 million and $5 million, respectively.

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 are not permanently invested.

operations restructuring

In the three and nine months ended September 30, 2023, we incurred restructuring costs of $5 million and $7 million, respectively, consisting primarily of the recognition of an asset retirement obligation and post-employment benefits related to contractual and statutory obligations due to employees as a result of our approved plan to permanently close the Billingham ammonia plant.

In the three months ended March 31, 2025 and 2024, we recognized an unrealized net mark-to-market loss (gain) on natural gas derivatives of $2 million and $(33) million, respectively.

CF INDUSTRIES HOLDINGS, INC.

Acquisition and integration costs

On December 1, 2023, we acquired an ammonia production facility located in Waggaman, Louisiana, as described above under “Acquisition of Waggaman Ammonia Production Facility.” 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.

Impairment of equity method investment in PLNL

PLNL, our joint venture in Trinidad, 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.

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 $40 million of income consisting of a $37 million reduction in interest expense and $3 million of interest income.

Loss on foreign currency transactions

In the three months ended March 31, 2025 and 2024, we recognized a loss on foreign currency transactions of $2 million and $1 million, respectively.

Loss on foreign currency transactions consists of foreign currency exchange rate impacts on foreign currency denominated transactions.

Loss on sale of Ince facility

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.

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

In the first quarter of 2025, we sold our Ince facility and recognized a loss of $23 million, which is reflected in U.K.

operations restructuring in our consolidated statement of operations.

See Note 6—Property, Plant and Equipment—Net for additional information on the sale of our Ince facility.

Integration costs

In the three months ended March 31, 2024, we incurred integration costs of $3 million related to our December 1, 2023 acquisition of an ammonia production facility located in Waggaman, Louisiana.

CF INDUSTRIES HOLDINGS, INC.

Consolidated Results of Operations

The following table presents our consolidated results of operations and certain supplemental data for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 v.

The following table presents our consolidated results of operations and certain supplemental data for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

2025 2024 2025 v.

5 unchanged sentences

Selling, general and administrative expenses 84 88 (4) (5) %

operations restructuring — 5 (5) (100) % — 7 (7) (100) %

Acquisition and integration costs — 11 (11) (100) % 4 27 (23) (85) %

operations restructuring 23 — 23 N/M

Integration costs — 3 (3) (100) %

Other operating—net 14 17 (3) (18) %

Total other operating costs and expenses 121 108 13 12 %

Equity in earnings (losses) of operating affiliate 2 (36) 38 N/M 1 (12) 13 N/M

Equity in earnings of operating affiliate 4 2 2 100 %

Operating earnings 455 303 152 50 %

15 unchanged sentences

$ 3.69 $ 2.73 $ 0.96 35 %

Realized derivatives loss in cost of sales (2)

0.01 0.01 — — % 0.15 0.47 (0.32) (68) %

Realized derivatives (gain) loss in cost of sales (2)

(0.01) 0.46 (0.47) N/M

Cost of natural gas used for production in cost of sales $ 3.68 $ 3.19 $ 0.49 15 %

Average daily market price of natural gas Henry Hub (Louisiana) $ 2.08 $ 2.58 $ (0.50) (19) % $ 2.19 $ 2.46 $ (0.27) (11) %

Unrealized net mark-to-market loss (gain) on natural gas derivatives $ 1 $ 7 $ (6) (86) % $ (33) $ (65) $ 32 49 %

Average daily market price of natural gas at the Henry Hub $ 4.28 $ 2.43 $ 1.85 76 %

Unrealized net mark-to-market loss (gain) on natural gas derivatives $ 2 $ (33) $ 35 N/M

Depreciation and amortization $ 221 $ 253 $ (32) (13) %

8 unchanged sentences

AN 322 341 (19) (6) %

CF INDUSTRIES HOLDINGS, INC.

___________________________________________________________________________

1 unchanged sentence

(1) Includes the cost of natural gas used for production and related transportation that is included in cost of sales during the period under the first-in, first-out inventory cost method.

CF INDUSTRIES HOLDINGS, INC.

(2) Includes realized gains and losses on natural gas derivatives settled during the period.

2 unchanged sentences

(4) UAN product tons assume a 32% nitrogen content basis for production volume.

Third Quarter of 2024 Compared to Third Quarter of 2023

Our total net sales increased $97 million, or 8%, to $1.37 billion in the third quarter of 2024 compared to $1.27 billion in the third quarter of 2023.

The change in our net sales reflects (i) the impact of the Waggaman acquisition completed on December 1, 2023, which increased our net sales by $77 million, and (ii) a $20 million, or 2%, increase in our net sales excluding the impact of the Waggaman acquisition, due primarily to an increase in our average selling price.

Our average selling price increased 7% to $286 per ton in the third quarter of 2024 compared to $268 per ton in the third quarter of 2023, due to higher average selling prices across most of our segments.

The impact of higher average selling prices was an increase in net sales of approximately $52 million for the third quarter of 2024 compared to the third quarter of 2023.

Our total sales volume was approximately 4.8 million product tons in the third quarter of 2024 compared to 4.7 million in the third quarter of 2023 as higher sales volume in our Ammonia and Granular Urea segments was partially offset by lower sales volume in our UAN, Other and AN segments.

Higher sales volume in our Ammonia segment includes the impact of the Waggaman acquisition of 217,000 product tons.

Gross ammonia production for the three and nine months ended September 30, 2024 was 2.4 million tons and 7.2 million tons, respectively.

We expect gross ammonia production for 2024 will be approximately 9.8 million tons.

First Quarter of 2025 Compared to First Quarter of 2024

Our total net sales increased $193 million, or 13%, to $1.66 billion in the first three months of 2025 compared to $1.47 billion in the first three months of 2024, due to higher sales volume and higher average selling prices.

Our total sales volume was 5.0 million product tons in the first three months of 2025 compared to 4.5 million product tons in the first three months of 2024, as higher sales volume in our UAN, Ammonia, Granular Urea and Other segments was partially offset by lower sales volume in our AN segment.

The impact of higher sales volume was an increase in net sales of approximately $176 million.

Our average selling price was $332 per ton in the first three months of 2025 compared to $325 per ton in the first three months of 2024, due to higher average selling prices across most of our segments as higher global energy costs raised the global market clearing price required to meet global demand.

See “Market Conditions and Current Developments—Nitrogen Selling Prices,” above, for additional information about the factors impacting global energy costs.

The impact of higher average selling prices was an increase in net sales of approximately $17 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Cost of Sales

Our total cost of sales increased $30 million, or 3%, to $926 million in the third quarter of 2024 from $896 million in the third quarter of 2023.

The increase in our cost of sales was due primarily to the impact of the Waggaman acquisition, which increased our cost of sales by $50 million, and higher costs for maintenance activity, partially offset by lower costs for natural gas, including the impact of realized derivatives, which decreased cost of sales by $40 million, excluding the impact of the Waggaman acquisition, and lower sales volume, excluding the impact of the Waggaman acquisition, which decreased cost of sales by $20 million.

Cost of sales averaged $193 per ton in the third quarter of 2024 compared to $189 per ton in the third quarter of 2023.

The increase was due primarily to higher costs for maintenance activity, partially offset by lower realized natural gas costs, including the impact of realized derivatives.

Our cost of natural gas, including the impact of realized derivatives, decreased 17% to $2.10 per MMBtu in the third quarter of 2024 from $2.54 per MMBtu in the third quarter of 2023.

The impact of the Waggaman acquisition on our cost of sales per ton was not material.

Our total cost of sales increased $30 million, or 3%, to $1.09 billion in the first three months of 2025 from $1.06 billion in the first three months of 2024.

The increase in our cost of sales primarily reflects an increase in sales volume, which increased cost of sales by $80 million, and higher costs for natural gas, including the impact of realized derivatives, which increased cost of sales by $40 million.

These factors that increased cost of sales in the first three months of 2025 were partially offset by lower costs associated with maintenance activity in the first three months of 2025 compared to the first three months of 2024, due in part to a winter storm in January 2024 that produced extremely cold temperatures that impacted our operations.

As a result of the adverse weather in the first three months of 2024, we incurred additional maintenance costs and lost production.

Cost of sales also includes the impact of a $2 million unrealized net mark-to-market loss on natural gas derivatives in the first three months of 2025 compared to a $33 million gain in the first three months of 2024.

Cost of sales averaged $218 per ton in the first three months of 2025, a 7% decrease compared to $235 per ton in the first three months of 2024.

Our cost of natural gas, including the impact of realized derivatives, increased 15% to $3.68 per MMBtu in the first three months of 2025 from $3.19 per MMBtu in the first three months of 2024.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $78 million in the third quarter of 2024, a 15% increase from $68 million in the third quarter of 2023.

The increase was due primarily to an increase in amortization expense resulting from the customer relationships recognized in conjunction with the Waggaman acquisition on December 1, 2023.

Acquisition and Integration Costs

On December 1, 2023, we acquired an ammonia production facility located in Waggaman, Louisiana, as described above under “Acquisition of Waggaman Ammonia Production Facility.” In the three months ended September 30, 2023, we incurred $9 million of acquisition-related costs and $2 million of integration costs.

Other Operating—Net

Other operating—net was $4 million of expense in the third quarter of 2024 compared to $13 million of expense in the third quarter of 2023.

The $4 million of expense in the third quarter of 2024 consists primarily of costs related to FEED studies for our clean energy initiatives.

The $13 million of expense in the third quarter of 2023 consists primarily of a loss on foreign currency transactions and costs related to FEED studies for our clean energy initiatives.

See “Our Strategy,” above, for

CF INDUSTRIES HOLDINGS, INC.

additional information related to our clean energy initiatives.

Equity in Earnings (Losses) of Operating Affiliate

Equity in earnings (losses) of operating affiliate was $2 million of earnings in the third quarter of 2024 compared to $36 million of losses in the third quarter of 2023, which includes an impairment of our equity method investment in PLNL of $43 million.

See “Items Affecting Comparability of Results—Impairment of equity method investment in PLNL,” above, for further discussion.

Lower equity in earnings of operating affiliate in the third quarter of 2024 compared to the third quarter of 2023, excluding the impact from the impairment charge, primarily reflects a decrease in the operating results of PLNL as a result of higher natural gas costs and lower operating rates at PLNL due to lower availability of natural gas.

Interest Expense

The decrease in interest expense of $39 million in the third quarter of 2024 compared to the third quarter of 2023 was due primarily to a $37 million reduction in interest expense related to discretionary interest relief that is further described above under “Items Affecting Comparability of Results—Canada Revenue Agency Competent Authority Matter.”

Interest Income

Interest income was $32 million in the third quarter of 2024 compared to $45 million in the third quarter of 2023.

The decrease of $13 million was due primarily to a decrease in interest income on short-term investments, partially offset by $3 million in interest income related to discretionary interest relief that is further described above under “Items Affecting Comparability of Results—Canada Revenue Agency Competent Authority Matter.”

Income Tax Provision

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%.

Our effective tax rate is impacted by earnings attributable to the noncontrolling interest in 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, or 17.7%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interest of $65 million.

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, or 12.3%, if based on pre-tax income exclusive of the $66 million of earnings attributable to the noncontrolling interest.

See Note 14—Noncontrolling Interest for additional information.

Net Earnings Attributable to Noncontrolling Interest

Net earnings attributable to noncontrolling interest were $65 million in the third quarter of 2024, essentially unchanged from $66 million in the third quarter of 2023.

Diluted Net Earnings Per Share Attributable to Common Stockholders

Diluted net earnings per share attributable to common stockholders increased $0.70, or 82%, to $1.55 per share in the third quarter of 2024 from $0.85 per share in the third quarter of 2023.

This increase was due primarily to an increase in gross margin, driven by higher average selling prices and lower costs for natural gas, a reduction in interest expense, and a pre-tax impairment of our equity method investment in the third quarter of 2023 that did not recur in 2024.

These factors were partially offset by an increase in the income tax provision resulting from higher profitability.

Additionally, diluted weighted-average common shares outstanding declined 7% from 192.9 million shares for the three months ended September 30, 2023 to 178.6 million shares for the three months ended September 30, 2024, due primarily to repurchases of common shares under our share repurchase program.

Selling, general and administrative expenses decreased $4 million to $84 million in the first three months of 2025 compared to $88 million in the first three months of 2024.

The decrease was due primarily to lower costs related to certain employee benefit programs, partially offset by higher costs related to certain corporate initiatives.

Operations Restructuring

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.

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

In the first quarter of 2025, we sold our Ince facility and recognized a loss of $23 million.

See Note 6—Property, Plant and Equipment—Net for additional information on the sale of our Ince facility.

Integration Costs

In the three months ended March 31, 2024, we incurred integration costs of $3 million related to our December 1, 2023 acquisition of an ammonia production facility located in Waggaman, Louisiana.

CF INDUSTRIES HOLDINGS, INC.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Our total net sales decreased $648 million, or 13%, to $4.41 billion in the first nine months of 2024 compared to $5.06 billion in the first nine months of 2023.

The change in our net sales reflects (i) the impact of the Waggaman acquisition completed on December 1, 2023, which increased our net sales by $191 million, and (ii) a $839 million, or 17%, decline in our net sales excluding the impact of the Waggaman acquisition, due primarily to a decrease in average selling prices of approximately 13%.

Our average selling price was $311 per ton in the first nine months of 2024 compared to $356 per ton in the first nine months of 2023, due to lower average selling prices across all our segments, as lower global energy costs reduced the global market clearing price required to meet global demand.

The impact of lower average selling prices was a decrease in net sales of approximately $680 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

Our total sales volume was 14.2 million product tons in both the first nine months of 2024 and the first nine months of 2023, as lower sales volume in our UAN, Other and AN segments was partially offset by higher sales volume in our Ammonia segment driven by the impact of the Waggaman acquisition.

Excluding the impact of the Waggaman acquisition, the impact of lower sales volume was a decrease in net sales of approximately $159 million.

Cost of Sales

Our total cost of sales decreased $136 million, or 5%, to $2.88 billion in the first nine months of 2024 from $3.02 billion in the first nine months of 2023.

The decrease in our cost of sales primarily reflects lower costs for natural gas, including the impact of realized derivatives.

The impact of lower natural gas costs decreased cost of sales by $390 million, excluding the impact of the Waggaman acquisition.

The impact of lower natural gas costs was partially offset by higher costs for planned and unplanned maintenance and repair activities in the first nine months of 2024, including as a result of the adverse weather in January 2024, as discussed above under “Nitrogen Sales Volume,” and the impact of the Waggaman acquisition, which increased our cost of sales by $158 million.

Cost of sales also includes the impact of a $33 million unrealized net mark-to-market gain on natural gas derivatives in the first nine months of 2024 compared to a $65 million gain in the first nine months of 2023.

Cost of sales averaged $203 per ton in the first nine months of 2024 compared to $212 per ton in the first nine months of 2023.

Our cost of natural gas, including the impact of realized derivatives, decreased 39% to $2.38 per MMBtu in the first nine months of 2024 from $3.90 per MMBtu in the first nine months of 2023.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $29 million to $242 million in the first nine months of 2024 compared to $213 million in the first nine months of 2023.

The increase was due primarily to an increase in amortization expense as a result of the customer relationships recognized in conjunction with the Waggaman acquisition on December 1, 2023, and an increase in costs related to certain corporate initiatives.

Acquisition and Integration Costs

In the nine months ended September 30, 2023, we incurred $25 million of acquisition-related costs and $2 million of integration costs.

Other Operating—Net

Other operating—net was $18 million of income in the first nine months of 2024 compared to $19 million of income in the first nine months of 2023.

In both the first nine months of 2024 and 2023, the income recognized consists primarily of gains on sales of emission credits, partially offset by costs related to FEED studies for our clean energy initiatives.

Other operating—net was $14 million of expense in the first three months of 2025 compared to $17 million of expense in the first three months of 2024.

The lower expense was due primarily to higher losses on disposals of property, plant and equipment in the first three months of 2024.

In both the first three months of 2025 and 2024, the expense recognized consists primarily of costs related to front-end engineering and design studies for our clean energy initiatives.

See “Our Strategy,” above, for additional information related to our clean energy initiatives.

CF INDUSTRIES HOLDINGS, INC.

Equity in Earnings (Losses) of Operating Affiliate

Equity in earnings (losses) of operating affiliate was $1 million of earnings in the first nine months of 2024 compared to $12 million of losses in the first nine months of 2023, which includes an impairment of our equity method investment in PLNL of $43 million.

See “Items Affecting Comparability of Results—Impairment of equity method investment in PLNL,” above, for further discussion.

Lower equity in earnings of operating affiliate in the first nine months of 2024 compared to the first nine months of 2023, excluding the impact from the impairment charge, primarily reflects a decrease in the operating results of PLNL as a result of a plant turnaround in the second quarter of 2024 at the PLNL facility in Trinidad, lower ammonia selling prices, higher natural gas costs and lower operating rates at PLNL due to lower availability of natural gas.

Equity in Earnings of Operating Affiliate

Equity in earnings of operating affiliate was $4 million in the first three months of 2025 compared to $2 million in the first three months of 2024.

Higher equity in earnings of operating affiliate in the first three months of 2025 compared to the first three months of 2024 reflects an increase in the operating results of PLNL due primarily to higher ammonia selling prices, partially offset by higher natural gas costs.

Interest Expense

Interest expense was $74 million in the first nine months of 2024 compared to $115 million in the first nine months of 2023.

The decrease of $41 million was due primarily to a $37 million reduction in interest expense related to discretionary interest relief that is further described above under “Items Affecting Comparability of Results—Canada Revenue Agency Competent Authority Matter.”

Interest expense was $37 million in both the first three months of 2025 and the first three months of 2024.

Interest Income

Interest income was $90 million in the first nine months of 2024 compared to $115 million in the first nine months of 2023.

The decrease of $25 million was due primarily to a decrease in interest income on short-term investments, partially offset by $3 million in interest income related to discretionary interest relief that is further described above under “Items Affecting Comparability of Results—Canada Revenue Agency Competent Authority Matter.”

Interest income was $17 million in the first three months of 2025 compared to $30 million in the first three months of 2024.

The decrease of $13 million was due primarily to lower interest income due to a decrease in short-term investments.

Income Tax Provision

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 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, or 21.5%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interest of $195 million.

Our 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, or 20.7%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interest of $235 million.

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, or 21.7%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interest of $39 million.

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, or 24.3%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interest of $44 million.

Net Earnings Attributable to Noncontrolling Interest

Net earnings attributable to noncontrolling interest decreased $40 million to $195 million in the first nine months of 2024 compared to $235 million in the first nine months of 2023 due to lower earnings of CFN driven by lower average selling prices, partially offset by lower natural gas costs.

Net earnings attributable to noncontrolling interest decreased $5 million to $39 million in the first three months of 2025 compared to $44 million in the first three months of 2024 due to lower earnings of CFN driven by higher natural gas costs, partially offset by higher average selling prices.

Diluted Net Earnings Per Share Attributable to Common Stockholders

Diluted net earnings per share attributable to common stockholders decreased $1.56, or 24%, to $4.86 per share in the first nine months of 2024 from $6.42 per share in the first nine months of 2023.

This decrease was due primarily to a decrease in gross margin, driven by lower average selling prices, partially offset by lower costs for natural gas.

Lower gross margin was partially offset by a decrease in the income tax provision resulting from lower profitability and a decrease in net earnings attributable to noncontrolling interest.

Additionally, diluted weighted-average common shares outstanding declined 6% from 194.9 million shares for the nine months ended September 30, 2023 to 183.1 million shares for the nine months ended September 30, 2024, due primarily to repurchases of common shares under our share repurchase programs.

Diluted net earnings per share attributable to common stockholders increased $0.82, or 80%, to $1.85 per share in the first three months of 2025 from $1.03 per share in the first three months of 2024.

This increase was due primarily to an increase in gross margin, driven by higher sales volume and average selling prices, partially offset by higher costs for natural gas.

The increase in gross margin also reflects lower maintenance activity as described under Cost of Sales, above.

Higher gross margin was partially offset by an increase in the income tax provision resulting from higher profitability and the loss on the sale of our previously decommissioned Ince facility.

Additionally, diluted weighted-average common shares outstanding declined 10% from 188.1 million shares for the three months ended March 31, 2024 to 168.8 million shares for the three months ended March 31, 2025, due primarily to repurchases of common shares under our share repurchase program.

CF INDUSTRIES HOLDINGS, INC.

7 unchanged sentences

(dollars in millions)

Three months ended September 30, 2024

Net sales $ 353 $ 388 $ 406 $ 106 $ 117 $ 1,370

Cost of sales 270 228 272 82 74 926

Gross margin $ 83 $ 160 $ 134 $ 24 $ 43 $ 444

Gross margin percentage 23.5 % 41.2 % 33.0 % 22.6 % 36.8 % 32.4 %

Three months ended September 30, 2023

Net sales $ 235 $ 360 $ 435 $ 114 $ 129 $ 1,273

Cost of sales 214 226 302 79 75 896

Gross margin $ 21 $ 134 $ 133 $ 35 $ 54 $ 377

Gross margin percentage 8.9 % 37.2 % 30.6 % 30.7 % 41.9 % 29.6 %

Nine months ended September 30, 2024

Three months ended March 31, 2025

Net sales $ 520 $ 439 $ 470 $ 101 $ 133 $ 1,663

2 unchanged sentences

Gross margin percentage 35.8 % 39.4 % 30.2 % 15.8 % 41.4 % 34.4 %

Nine months ended September 30, 2023

Three months ended March 31, 2024

Net sales $ 402 $ 407 $ 425 $ 114 $ 122 $ 1,470

3 unchanged sentences

_______________________________________________________________________________

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

(1) The cost of ammonia and other products that are upgraded in the production of Granular Urea, UAN, AN and Other products is transferred at cost into the results of those products.

CF INDUSTRIES HOLDINGS, INC.

4 unchanged sentences

The following table presents summary operating data for our Ammonia segment:

Three Months Ended September 30, Nine Months Ended September 30,

2023 2024 (1)

Three Months Ended March 31,

2025 2024 2025 v.

(dollars in millions, except per ton amounts)

13 unchanged sentences

Depreciation and amortization $ 48 $ 72 $ (24) (33) %

Unrealized net mark-to-market loss (gain) on natural gas derivatives $ — $ 2 $ (2) (100) % $ (12) $ (19) $ 7 37 %

Unrealized net mark-to-market loss (gain) on natural gas derivatives $ 1 $ (12) $ 13 N/M

_______________________________________________________________________________

(1) Includes the financial results of the Waggaman ammonia production facility, which we acquired on December 1, 2023.

See “Acquisition of Waggaman Ammonia Production Facility” for additional information.

N/M—Not Meaningful

(1) Ammonia represents 82% nitrogen content.

Nutrient tons represent the tons of nitrogen within the product tons.

Third Quarter of 2024 Compared to Third Quarter of 2023

Net sales in our Ammonia segment increased by $118 million, or 50%, to $353 million in the third quarter of 2024 from $235 million in the third quarter of 2023.

The increase in our net sales reflects a 21% increase in average selling prices and a 24% increase in sales volume, including the impact of the Waggaman acquisition completed on December 1, 2023.

Average selling prices increased to $372 per ton in the third quarter of 2024 compared to $308 per ton in the third quarter of 2023.

The increase in our average selling price was due primarily to lower global supply availability due in part to lower natural gas availability in Trinidad and Egypt.

Ammonia sales volume in the third quarter of 2024 was approximately 948,000 tons, an increase of 184,000 tons, or 24%, compared to the third quarter of 2023.

The increase in sales volume was due primarily to the impact of the Waggaman acquisition completed on December 1, 2023, which increased our ammonia sales volume in the third quarter of 2024 by approximately 217,000 tons.

The impact of the Waggaman acquisition was partially offset by lower supply availability resulting from lower beginning inventory entering the third quarter of 2024.

Cost of Sales.

Cost of sales in our Ammonia segment averaged $284 per ton in the third quarter of 2024, a 1% increase from $281 per ton in the third quarter of 2023.

The increase was due primarily to higher costs for maintenance activity, partially offset by lower realized natural gas costs, including the impact of realized derivatives.

The impact of the Waggaman acquisition on our cost of sales per ton in our Ammonia segment was not material.

Gross Margin .

Gross margin in our Ammonia segment increased by $62 million to $83 million in the third quarter of 2024 from $21 million in the third quarter of 2023, and our gross margin percentage was 23.5% in the third quarter of 2024 compared to 8.9% in the third quarter of 2023 .

The increase in gross margin was due primarily to a 21% increase in average selling prices, which increased gross margin by $56 million, the impact of the Waggaman acquisition, which increased gross margin by $27 million, and a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $17 million.

These factors that increased gross margin were partially offset by a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $37 million, and, excluding the impact of the

CF INDUSTRIES HOLDINGS, INC.

Waggaman acquisition completed on December 1, 2023, a decrease in sales volume, which decreased gross margin by $3 million.

Gross margin also includes the impact of a $2 million unrealized net mark-to-market loss on natural gas derivatives in the third quarter of 2023.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Net sales in our Ammonia segment decreased by $20 million, or 2%, to $1.16 billion in the nine months ended September 30, 2024 from $1.18 billion in the nine months ended September 30, 2023.

The decrease in our net sales reflects a 15% decrease in average selling prices, partially offset by a 15% increase in sales volume, including the impact of the Waggaman acquisition completed on December 1, 2023.

Average selling prices decreased to $409 per ton in the nine months ended September 30, 2024 compared to $480 per ton in the nine months ended September 30, 2023 as lower global energy costs reduced the global market clearing price required to meet global demand.

In January 2024, a winter storm produced extremely cold temperatures that impacted our operations, including the temporary shut-down of certain of our plants.

As a result of the adverse weather, we incurred additional maintenance costs in the first quarter of 2024.

Due to the impact of plant downtime resulting from the adverse weather and additional plant maintenance activity in the first quarter of 2024, we purchased and resold approximately 62,000 tons of ammonia at near breakeven margins in order to fulfill sales commitments.

Ammonia sales volume in the nine months ended September 30, 2024 was 2.8 million tons, an increase of 15% compared to 2.5 million tons in the nine months ended September 30, 2023.

The increase in sales volume reflects the impact of the Waggaman acquisition completed on December 1, 2023, which increased our ammonia sales volume in the nine months ended September 30, 2024 by approximately 500,000 tons, and approximately 62,000 tons of ammonia purchased and resold as described above, partially offset by lower supply availability resulting from lower beginning inventory, and, due to unfavorable weather, lower spring ammonia applications in North America compared to the nine months ended September 30, 2023.

First Quarter of 2025 Compared to First Quarter of 2024

Net sales in our Ammonia segment increased by $118 million, or 29%, to $520 million in the three months ended March 31, 2025 from $402 million in the three months ended March 31, 2024.

The increase in our net sales reflects a 25% increase in sales volume and a 4% increase in average selling prices.

Average selling prices increased to $454 per ton in the three months ended March 31, 2025 compared to $438 per ton in the three months ended March 31, 2024 as higher global energy costs, due in part to gas curtailments in Iran and Trinidad and higher gas costs in Europe, raised the global market clearing price required to meet global demand.

Ammonia sales volume in the three months ended March 31, 2025 was 1.1 million tons, an increase of 25% compared to 0.9 million tons in the three months ended March 31, 2024.

Cost of Sales.

Cost of sales in our Ammonia segment averaged $305 per ton in the nine months ended September 30, 2024, a 6% decrease from $323 per ton in the nine months ended September 30, 2023.

The decrease was due primarily to lower realized natural gas costs, including the impact of realized derivatives, partially offset by higher costs for maintenance, repairs and certain unabsorbed fixed costs as a result of plant downtime, including the impact of the adverse weather in January 2024 as discussed above.

The impact of the Waggaman acquisition on our cost of sales per ton in our Ammonia segment was not material.

Cost of sales in our Ammonia segment averaged $292 per ton in the three months ended March 31, 2025, a 20% decrease from $367 per ton in the three months ended March 31, 2024.

The decrease was due primarily to lower costs associated with maintenance activity in the three months ended March 31, 2025 compared to the three months ended March 31, 2024, which included higher costs for maintenance, repairs and certain unabsorbed fixed costs as a result of plant downtime, including the impact of the adverse weather in January 2024 as discussed above.

Gross Margin .

Gross margin in our Ammonia segment decreased by $92 million, or 24%, to $295 million in the nine months ended September 30, 2024 from $387 million in the nine months ended September 30, 2023, and our gross margin percentage was 25.3% in the nine months ended September 30, 2024 compared to 32.7% in the nine months ended September 30, 2023 .

The decrease in gross margin was due primarily to a 15% decrease in average selling prices, which decreased gross margin by $164 million, a net increase in manufacturing, maintenance and other costs, which decrease d gross margin by $100 million, and, excluding the impact of the Waggaman acquisition, a decrease in sales volume, which decreased gross margin by $20 million.

These factors that decreased gross margin were partially offset by the impact of a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $166 million, and the impact of the Waggaman acquisition, which increased gross margin by $33 million.

Gross margin also includes the impact of a $12 million unrealized net mark-to-market gain on natural gas derivatives in the nine months ended September 30, 2024 compared to a $19 million gain in the nine months ended September 30, 2023.

Gross margin in our Ammonia segment increased by $121 million, or 186%, to $186 million in the three months ended March 31, 2025 from $65 million in the three months ended March 31, 2024, and our gross margin percentage was 35.8% in the three months ended March 31, 2025 compared to 16.2% in the three months ended March 31, 2024 .

The increase in gross margin was due primarily to a net decrease in manufacturing, maintenance and other costs, which increase d gross margin by $66 million, a 25% increase in sales volume , which increased gross margin by $59 million, and a 4% increase in average selling prices, which increased gross margin by $12 million .

These factors that increased gross margin were partially offset by the impact of an increase in realized natural gas costs, including the impact of realized derivatives, which reduced gross margin by $3 million.

Gross margin also includes the impact of a $1 million unrealized net mark-to-market loss on natural

CF INDUSTRIES HOLDINGS, INC.

gas derivatives in the three months ended March 31, 2025 compared to a $12 million gain in the three months ended March 31, 2024.

Granular Urea Segment

3 unchanged sentences

The following table presents summary operating data for our Granular Urea segment:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 v.

Three Months Ended March 31,

2025 2024 2025 v.

14 unchanged sentences

Depreciation and amortization $ 71 $ 69 $ 2 3 %

Unrealized net mark-to-market loss (gain) on natural gas derivatives $ — $ 2 $ (2) (100) % $ (9) $ (18) $ 9 50 %

Unrealized net mark-to-market gain on natural gas derivatives $ — $ (9) $ 9 100 %

_______________________________________________________________________________

1 unchanged sentence

Nutrient tons represent the tons of nitrogen within the product tons.

Third Quarter of 2024 Compared to Third Quarter of 2023

Net sales in our Granular Urea segment increased $28 million, or 8%, to $388 million in the third quarter of 2024 from $360 million in the third quarter of 2023 due primarily to an 11% increase in sales volume, partially offset by a 3% decrease in average selling prices.

Sales volume was higher due primarily to a production mix that favored granular urea production in the third quarter of 2024 compared to the third quarter of 2023.

Average selling prices decreased to $330 per ton in the third quarter of 2024 compared to $339 per ton in the third quarter of 2023 as lower global energy costs reduced the global market clearing price required to meet global demand.

First Quarter of 2025 Compared to First Quarter of 2024

Net sales in our Granular Urea segment increased $32 million, or 8%, to $439 million in the three months ended March 31, 2025 from $407 million in the three months ended March 31, 2024 due primarily to a 5% increase in average selling prices and a 3% increase in sales volume.

Average selling prices increased to $390 per ton in the three months ended March 31, 2025 compared to $373 per ton in the three months ended March 31, 2024 as higher global energy costs, due in part to gas shortages in Iran, raised the global market clearing price required to meet global demand, including continued strong demand in India and the Northern Hemisphere.

Cost of Sales.

Cost of sales in our Granular Urea segment averaged $194 per ton in the third quarter of 2024, a decrease of 9% from $213 per ton in the third quarter of 2023.

The decrease was due primarily to lower realized natural gas costs, including the impact of realized derivatives.

Cost of sales in our Granular Urea segment averaged $236 per ton in the three months ended March 31, 2025, a 2% increase from $232 per ton in the three months ended March 31, 2024.

The increase was due primarily to higher realized natural gas costs, including the impact of realized derivatives, in the three months ended March 31, 2025, partially offset by lower costs associated with maintenance activity.

Gross Margin .

Gross margin in our Granular Urea segment increased by $26 million, or 19%, to $160 million in the third quarter of 2024 from $134 million in the third quarter of 2023, and our gross margin percentage was 41.2% in the third quarter of 2024 compared to 37.2% in the third quarter of 2023.

The increase in gross margin was due primarily to an 11% increase in sales volume, which increased gross margin by $22 million, a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $15 million, and a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $1 million.

These factors that increased gross margin were partially offset by 3% decrease in average selling prices, which decreased gross margin by $14 million.

Gross margin also includes the impact of a $2 million unrealized net mark-to-market loss on natural gas derivatives in the third quarter of 2023.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Net sales in our Granular Urea segment decreased $179 million, or 13%, to $1.25 billion in the nine months ended September 30, 2024 from $1.43 billion in the nine months ended September 30, 2023 due primarily to a 12% decrease in average selling prices.

Average selling prices decreased to $356 per ton in the nine months ended September 30, 2024 compared to $405 per ton in the nine months ended September 30, 2023 as lower global energy costs reduced the global market clearing price required to meet global demand.

Sales volume was 3.5 million tons in both the nine months ended September 30, 2024 and 2023.

Lower sales volume in the first quarter of 2024, which was due primarily to a reduction in ammonia available

Gross margin in our Granular Urea segment increased by $19 million, or 12%, to $173 million in the three months ended March 31, 2025 from $154 million in the three months ended March 31, 2024, and our gross margin percentage was 39.4% in the three months ended March 31, 2025 compared to 37.8% in the three months ended March 31, 2024.

The increase in gross margin was due primarily to a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $20 million, a 5% increase in average selling prices, which increased gross margin by $19 million, and a 3% increase in sales volume, which increased gross margin by $5 million.

These factors that increased gross margin were partially offset by an increase in realized natural gas costs, including the impact of realized derivatives, which reduced gross margin by $16 million.

Gross margin also includes the impact of a $9 million unrealized net mark-to-market gain on natural gas derivatives in the three months ended March 31, 2024.

CF INDUSTRIES HOLDINGS, INC.

for upgrade and lower supply availability from the impact of severe weather that caused urea plant outages, was largely offset by higher sales volume in the second and third quarters of 2024 due primarily to a production mix that favored granular urea production.

Sales volume in the nine months ended September 30, 2024 includes the impact of approximately 48,000 tons of granular urea purchased and resold in the first quarter of 2024 due to the impact of the severe weather described above.

Cost of Sales.

Cost of sales in our Granular Urea segment averaged $202 per ton in the nine months ended September 30, 2024, an 8% decrease from $219 per ton in the nine months ended September 30, 2023.

The decrease was due primarily to lower realized natural gas costs, including the impact of realized derivatives, partially offset by higher costs associated with maintenance activity in the nine months ended September 30, 2024.

Gross Margin .

Gross margin in our Granular Urea segment decreased by $115 million, or 18%, to $541 million in the nine months ended September 30, 2024 from $656 million in the nine months ended September 30, 2023, and our gross margin percentage was 43.2% in the nine months ended September 30, 2024 compared to 45.8% in the nine months ended September 30, 2023.

The decrease in gross margin was due primarily to a 12% decrease in average selling prices, which decreased gross margin by $151 million, a decrease in sales volume, which decreased gross margin by $17 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $32 million.

These factors that decreased gross margin were partially offset by a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $94 million.

Gross margin also includes the impact of a $9 million unrealized net mark-to-market gain on natural gas derivatives in the nine months ended September 30, 2024 compared to an $18 million gain in the nine months ended September 30, 2023.

Our UAN segment produces urea ammonium nitrate solution (UAN).

2 unchanged sentences

The following table presents summary operating data for our UAN segment:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 v.

Three Months Ended March 31,

2025 2024 2025 v.

14 unchanged sentences

Depreciation and amortization $ 73 $ 69 $ 4 6 %

Unrealized net mark-to-market loss (gain) on natural gas derivatives $ 1 $ 3 $ (2) (67) % $ (9) $ (18) $ 9 50 %

Unrealized net mark-to-market loss (gain) on natural gas derivatives $ 1 $ (10) $ 11 N/M

_______________________________________________________________________________

N/M—Not Meaningful

(1) UAN represents between 28% and 32% of nitrogen content, depending on the concentration specified by the customer.

Nutrient tons represent the tons of nitrogen within the product tons.

Third Quarter of 2024 Compared to Third Quarter of 2023

Net sales in our UAN segment decreased $29 million, or 7%, to $406 million in the third quarter of 2024 from $435 million in the third quarter of 2023 due to an 8% decrease in sales volume, partially offset by a 1% increase in average selling prices.

Sales volume was lower due primarily to lower supply availability resulting from lower production in the third quarter of 2024 compared to the third quarter of 2023.

CF INDUSTRIES HOLDINGS, INC.

Cost of Sales.

Cost of sales in our UAN segment averaged $152 per ton in the third quarter of 2024, a 2% decrease from $155 per ton in the third quarter of 2023, due primarily to the impact of lower realized natural gas costs, including the impact of realized derivatives, partially offset by higher costs for maintenance activity.

Gross Margin .

Gross margin in our UAN segment increased by $1 million, or 1%, to $134 million in the third quarter of 2024 from $133 million in the third quarter of 2023, and our gross margin percentage was 33.0% in the third quarter of 2024 compared to 30.6% in the third quarter of 2023.

The increase in gross margin was due primarily to a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $7 million, a 1% increase in average selling prices, which increased gross margin by $5 million, and a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $2 million.

These factors that increased gross margin were offset by an 8% decrease in sales volume, which decreased gross margin by $15 million.

Gross margin also includes the impact of a $1 million unrealized net mark-to-market loss on natural gas derivatives in the third quarter of 2024 compared to a $3 million loss in the third quarter of 2023.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Net sales in our UAN segment decreased $344 million, or 21%, to $1.31 billion in the nine months ended September 30, 2024 from $1.65 billion in the nine months ended September 30, 2023 due primarily to a 17% decrease in average selling prices and a 5% decrease in sales volume.

Average selling prices decreased to $253 per ton in the nine months ended September 30, 2024 compared to $304 per ton in the nine months ended September 30, 2023 as lower global energy costs reduced the global market clearing price required to meet global demand.

Sales volume was lower due primarily to lower supply availability resulting from lower beginning inventory entering 2024.

First Quarter of 2025 Compared to First Quarter of 2024

Net sales in our UAN segment increased $45 million, or 11%, to $470 million in the three months ended March 31, 2025 from $425 million in the three months ended March 31, 2024 due primarily to a 16% increase in sales volume, partially offset by a 5% decrease in average selling prices.

Sales volume was higher due primarily to increased supply availability as a result of higher production in the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Average selling prices decreased to $251 per ton in the three months ended March 31, 2025 compared to $264 per ton in the three months ended March 31, 2024 due primarily to shipments in the first quarter of 2025 fulfilling sales commitments made in the fourth quarter of 2024, which was a lower selling price environment.

Cost of Sales.

Cost of sales in our UAN segment averaged $157 per ton in the nine months ended September 30, 2024, a 9% decrease from $173 per ton in the nine months ended September 30, 2023, due primarily to the impact of lower realized natural gas costs, including the impact of realized derivatives.

Cost of sales in our UAN segment averaged $175 per ton in both the three months ended March 31, 2025 and 2024 due primarily to lower costs associated with maintenance activity, partially offset by higher realized natural gas costs, including the impact of realized derivatives.

Gross Margin .

Gross margin in our UAN segment decreased by $220 million, or 31%, to $493 million in the nine months ended September 30, 2024 from $713 million in the nine months ended September 30, 2023, and our gross margin percentage was 37.7% in the nine months ended September 30, 2024 compared to 43.2% in the nine months ended September 30, 2023.

The decrease in gross margin was due primarily to a 17% decrease in average selling prices, which decreased gross margin by $273 million, a 5% decrease in sales volume, which decreased gross margin by $37 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $1 million.

Gross margin in our UAN segment decreased by $1 million, or 1%, to $142 million in the three months ended March 31, 2025 from $143 million in the three months ended March 31, 2024, and our gross margin percentage was 30.2% in the three months ended March 31, 2025 compared to 33.6% in the three months ended March 31, 2024.

The decrease in gross margin was due primarily to a 5% decrease in average selling prices, which decreased gross margin by $23 million, and an increase in realized natural gas costs, including the impact of realized derivatives, which reduced gross margin by $16 million.

These factors that decreased gross margin were offset by a 16% increase in sales volume, which increased gross margin by $31 million, and a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $18 million.

Gross margin also includes the impact of a $1 million unrealized net mark-to-market loss on natural gas derivatives in the three months ended March 31, 2025 compared to a $10 million gain in the three months ended March 31, 2024.

CF INDUSTRIES HOLDINGS, INC.

4 unchanged sentences

The following table presents summary operating data for our AN segment:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 v.

Three Months Ended March 31,

2025 2024 2025 v.

18 unchanged sentences

Nutrient tons represent the tons of nitrogen within the product tons.

Third Quarter of 2024 Compared to Third Quarter of 2023

Net sales in our AN segment decreased $8 million, or 7%, to $106 million in the third quarter of 2024 from $114 million in the third quarter of 2023 due to a 9% decrease in sales volume, partially offset by a 2% increase in average selling prices.

Sales volume declined due primarily to lower supply availability resulting from lower production in the third quarter of 2024.

Average selling prices were $281 per ton in the third quarter of 2024 compared to $275 per ton in the third quarter of 2023.

First Quarter of 2025 Compared to First Quarter of 2024

Net sales in our AN segment decreased $13 million, or 11%, to $101 million in the three months ended March 31, 2025 from $114 million in the three months ended March 31, 2024 due to a 16% decrease in sales volume partially offset by a 5% increase in average selling prices.

Sales volume was lower due primarily to lower supply availability as a result of lower production in the three months ended March 31, 2025 and lower beginning inventory entering 2025.

Average selling prices increased to $308 per ton in the three months ended March 31, 2025 compared to $292 per ton in the three months ended March 31, 2024 as higher global energy costs raised the global market clearing price required to meet global demand.

Cost of Sales.

Cost of sales per ton in our AN segment averaged $217 per ton in the third quarter of 2024, a 14% increase from $190 per ton in the third quarter of 2023 due primarily to a higher cost per ton for purchased ammonia used for upgrading into AN in our United Kingdom operations and higher costs for maintenance activity in North America.

Cost of sales in our AN segment averaged $259 per ton in the three months ended March 31, 2025, a 4% decrease from $269 per ton in the three months ended March 31, 2024.

The decrease was due primarily to lower costs for maintenance activity in North America, and, for our United Kingdom operations, a lower cost per ton for purchased ammonia used for upgrading into AN.

Gross Margin .

Gross margin in our AN segment decreased $11 million, or 31%, to $24 million in third quarter of 2024 from $35 million in the third quarter of 2023, and our gross margin percentage was 22.6% in the third quarter of 2024 compared to 30.7% in the third quarter of 2023.

The factors that decreased gross margin were a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $10 million, and a 9% decrease in sales volume, which decreased gross margin by $4 million.

These factors that decreased gross margin were partially offset by a 2% increase in average selling prices, which increased gross margin by $2 million, and a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $1 million.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Net sales in our AN segment decreased $59 million, or 16%, to $318 million in the nine months ended September 30, 2024 from $377 million in the nine months ended September 30, 2023 due to a 12% decrease in average selling prices and a 4% decrease in sales volume.

Average selling prices decreased to $287 per ton in the nine months ended September 30, 2024 compared to $326 per ton in the nine months ended September 30, 2023 as lower global energy costs reduced the global market clearing price required to meet global demand.

Gross margin in our AN segment increased $7 million, or 78%, to $16 million in the three months ended March 31, 2025 from $9 million in the three months ended March 31, 2024, and our gross margin percentage was 15.8% in the three months ended March 31, 2025 compared to 7.9% in the three months ended March 31, 2024.

The increase in gross margin was due primarily to a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $10 million, and a 5% increase in average selling prices, which increased gross margin by $3 million.

These factors that increased gross margin were partially offset by a 16% decrease in sales volume, which decreased gross margin by $3 million, and an increase in realized natural gas costs, including the impact of realized derivatives, which reduced gross margin by $2 million.

Gross margin also includes the impact of a $1 million unrealized net mark-to-market gain on natural gas derivatives in the three months ended March 31, 2024.

CF INDUSTRIES HOLDINGS, INC.

Cost of Sales.

Cost of sales in our AN segment averaged $236 per ton in the nine months ended September 30, 2024, a 4% increase from $228 per ton in the nine months ended September 30, 2023.

The increase was due primarily to higher costs for maintenance activity in North America, which was partially offset by the impact of lower realized natural gas costs, including the impact of realized derivatives, and, for our United Kingdom operations, a lower cost per ton for purchased ammonia used for upgrading into AN.

Gross Margin .

Gross margin in our AN segment decreased $57 million, or 50%, to $56 million in the nine months ended September 30, 2024 from $113 million in the nine months ended September 30, 2023, and our gross margin percentage was 17.6% in the nine months ended September 30, 2024 compared to 30.0% in the nine months ended September 30, 2023.

The decrease in gross margin was due primarily to a 12% decrease in average selling prices, which decreased gross margin by $65 million and a 4% decrease in sales volume, which decreased gross margin by $10 million.

These factors that decreased gross margin were partially offset by a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $11 million, and a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $9 million.

Gross margin also includes the impact of a $1 million unrealized net mark-to-market gain on natural gas derivatives in the nine months ended September 30, 2024 compared to a $3 million gain in the nine months ended September 30, 2023.

Other Segment

4 unchanged sentences

The following table presents summary operating data for our Other segment:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 v.

Three Months Ended March 31,

2025 2024 2025 v.

6 unchanged sentences

Sales volume by nutrient tons (000s) (1)

97 108 (11) (10) % 305 321 (16) (5) %

Average selling price per product ton $ 251 $ 238 $ 13 5 %

8 unchanged sentences

(1) Nutrient tons represent the tons of nitrogen within the product tons.

Third Quarter of 2024 Compared to Third Quarter of 2023

Net sales in our Other segment decreased by $12 million, or 9%, to $117 million in the third quarter of 2024 from $129 million in the third quarter of 2023 due to a 10% decrease in sales volume, partially offset by a 1% increase in average selling prices.

The decrease in sales volume was due primarily to lower DEF sales volume.

Cost of Sales.

Cost of sales in our Other segment averaged $149 per ton in the third quarter of 2024, a 10% increase from $136 per ton in the third quarter of 2023, due primarily to higher costs for maintenance activity.

CF INDUSTRIES HOLDINGS, INC.

Gross Margin .

Gross margin in our Other segment decreased by $11 million, or 20%, to $43 million in the third quarter of 2024 from $54 million in the third quarter of 2023, and our gross margin percentage was 36.8% in the third quarter of 2024 compared to 41.9% in the third quarter of 2023.

The decrease in gross margin was due primarily to a 10% decrease in sales volume, which decreased gross margin by $9 million and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $5 million.

These factors that decreased gross margin were partially offset by a 1% increase in average selling prices, which increased gross margin by $3 million.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Net sales in our Other segment decreased by $46 million, or 11%, to $372 million in the nine months ended September 30, 2024 from $418 million in the nine months ended September 30, 2023 due to a 7% decrease in average selling prices and a 4% decrease in sales volume.

The decrease in average selling prices was due primarily to lower global energy costs reducing the global market clearing price required to meet global demand.

The decrease in sales volume was due primarily to lower DEF sales volume, partially offset by higher nitric acid sales volume.

First Quarter of 2025 Compared to First Quarter of 2024

Net sales in our Other segment increased by $11 million, or 9%, to $133 million in the three months ended March 31, 2025 from $122 million in the three months ended March 31, 2024 due to a 5% increase in average selling prices and a 3% increase in sales volume.

Average selling prices increased by 5% as higher global energy costs raised the global market clearing price required to meet global demand.

The increase in sales volume was due primarily to higher DEF and urea liquor sales volume, partially offset by lower nitric acid sales volume.

Cost of Sales.

Cost of sales in our Other segment averaged $144 per ton in the nine months ended September 30, 2024, a 3% decrease from $149 per ton in the nine months ended September 30, 2023, due primarily to the impact of lower realized natural gas costs, including the impact of realized derivatives, partially offset by higher costs for maintenance activity.

Cost of sales in our Other segment averaged $147 per ton in the three months ended March 31, 2025, a 10% decrease from $164 per ton in the three months ended March 31, 2024, due primarily to lower costs for maintenance activity, partially offset by the impact of higher realized natural gas costs, including the impact of realized derivatives.

Gross Margin .

Gross margin in our Other segment decreased by $28 million, or 16%, to $147 million in the nine months ended September 30, 2024 from $175 million in the nine months ended September 30, 2023, and our gross margin percentage was 39.5% in the nine months ended September 30, 2024 compared to 41.9% in the nine months ended September 30, 2023.

The decrease in gross margin was due primarily to a 7% decrease in average selling prices, which decreased gross margin by $27 million and a 4% decrease in sales volume, which decreased gross margin by $15 million.

These factors that decreased gross margin were partially offset by a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $19 million.

Gross margin also includes the impact of a $2 million unrealized net mark-to-market gain on natural gas derivatives in the nine months ended September 30, 2024 compared to a $7 million gain in the nine months ended September 30, 2023.

Gross margin in our Other segment increased by $17 million, or 45%, to $55 million in the three months ended March 31, 2025 from $38 million in the three months ended March 31, 2024, and our gross margin percentage was 41.4% in the three months ended March 31, 2025 compared to 31.1% in the three months ended March 31, 2024.

The increase in gross margin was due primarily to a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $11 million, a 5% increase in average selling prices, which increased gross margin by $6 million, and a 3% increase in sales volume, which increased gross margin by $4 million.

These factors that increased gross margin were partially offset by an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $3 million.

Gross margin also includes the impact of a $1 million unrealized net mark-to-market gain on natural gas derivatives in the three months ended March 31, 2024.

CF INDUSTRIES HOLDINGS, INC.

Liquidity and Capital Resources

Our primary uses of cash are generally for operating costs, working capital, capital expenditures, debt service, investments, taxes, share repurchases, and dividends.

Our primary uses of cash are generally for operating costs, working capital, capital expenditures, debt service, investments, taxes, share repurchases, dividends, and our clean energy initiatives.

Our working capital requirements are affected by several factors, including demand for our products, selling prices, raw material costs, freight costs and seasonal factors inherent in the business.

5 unchanged sentences

We may also from time to time access the capital markets or engage in borrowings under our revolving credit agreement.

As of September 30, 2024, our cash and cash equivalents balance was $1.88 billion, a decrease of $155 million from $2.03 billion at December 31, 2023.

The decrease in cash and cash equivalents primarily reflects cash used for share repurchases, capital expenditures, distributions to the noncontrolling interest, and the payment of dividends, partially offset by cash generated by operations, as described below under “Cash Flows.” At September 30, 2024, we were in compliance with all applicable covenant requirements under our revolving credit agreement and senior notes, and unused borrowing capacity under our revolving credit agreement was $750 million.

In the first, second and third quarters of 2024, quarterly dividends of $0.50 per common share were declared and paid, representing a 25% increase from the quarterly dividend of $0.40 per common share that was declared and paid in the fourth quarter of 2023.

As of March 31, 2025, our cash and cash equivalents balance was $1.41 billion, a decrease of $208 million from $1.61 billion at December 31, 2024.

At March 31, 2025, we were in compliance with all applicable covenant requirements under our revolving credit agreement and senior notes, and unused borrowing capacity under our revolving credit agreement was $750 million.

Cash Equivalents

2 unchanged sentences

Securities issued by governmental entities include those issued directly by the U.S.

CF INDUSTRIES HOLDINGS, INC.

federal governments;

and Canadian federal governments;

those issued by state, local or other governmental entities;

and those guaranteed by entities affiliated with governmental entities.

Blue Point Joint Venture

On April 8, 2025, we announced that we formed a joint venture, Blue Point Number One, LLC, with JERA and Mitsui 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 ATR ammonia production facility with a 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 estimate that the cost of the low-carbon ATR ammonia production facility with CCS 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.

As a result of the consolidation of the Blue Point joint venture in our financial statements, including our consolidated balance sheets, our cash and cash equivalents balance at each financial statement date will reflect the total cash and cash equivalents held by the joint venture.

This infrastructure will be constructed with a similar timeline as the ammonia production facility noted above.

See “Overview of CF Holdings—Our Strategy,” above, and Note 15—Subsequent Events, for additional information on the Blue Point joint venture.

Capital Spending

We make capital expenditures to sustain our asset base, increase our capacity or capabilities, improve plant efficiency, comply with various environmental, health and safety requirements, and invest in our clean energy strategy.

Capital expenditures totaled $321 million in the first nine months of 2024 compared to $311 million in the first nine months of 2023.

We currently anticipate that capital expenditures for the full year 2024 will be approximately $525 million.

Planned capital expenditures are generally subject to change due to delays in regulatory approvals or permitting, unanticipated increases in cost, changes in scope and completion time, performance of third parties, delays in the receipt of equipment, adverse weather, defects in materials and workmanship, labor or material shortages, transportation constraints, acceleration or delays in the timing of the work and other unforeseen difficulties.

Capital expenditures totaled $132 million in the first three months of 2025 compared to $98 million in the first three months of 2024.

CF INDUSTRIES HOLDINGS, INC.

The Blue Point joint venture will be consolidated in our financial statements, including our statements of cash flows.

We currently anticipate that our consolidated capital expenditures for the full year 2025 to be in the range of $800 million to $900 million, consisting of approximately $500 million for our existing operations and approximately $300 million to $400 million representing the joint venture’s planned capital expenditures related to construction of the low-carbon ATR ammonia production facility at our Blue Point complex.

Also, we anticipate our 2025 capital spending related to the construction of the Blue Point complex scalable infrastructure will be approximately $25 million.

Of the joint venture’s $300 million to $400 million of planned 2025 capital expenditures, approximately $120 million to $160 million would be funded by us, representing our 40% equity interest in the joint venture, and approximately $180 million to $240 million would be funded by our partners in the joint venture, representing their combined 60% equity interest in the joint venture.

Planned capital expenditures are generally subject to change due to delays in regulatory approvals or permitting, unanticipated increases in cost, changes in scope and completion time, engineering and construction change orders, performance of third parties, delays in the receipt of equipment, adverse weather, defects in materials and workmanship, labor or material shortages, impact of tariffs, retaliatory measures or other changes in trade policy, transportation constraints, acceleration or delays in the timing of the work and other unforeseen difficulties.

Any of these changes in planned capital expenditures, individually or in the aggregate, could have a material impact on our results of operations and cash flows.

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.

As a result, the final purchase price was $1.221 billion.

The financial results of the Waggaman facility are included in our consolidated statement of operations and in our Ammonia segment from the acquisition date of December 1, 2023.

See Note 5—Acquisition of Waggaman Ammonia Production Facility for additional information.

See “—Forward-Looking Statements” for additional risks related to our planned capital expenditures.

Share Repurchase Programs

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.

CF INDUSTRIES HOLDINGS, INC.

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.

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

2022 Share Repurchase Program

Shares Amounts (1)

1 unchanged sentence

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.

In the nine months ended September 30, 2024, we retired approximately 8.5 million shares of repurchased stock, and we held approximately 6.1 million shares of treasury stock as of September 30, 2024.

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.

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

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.

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.

CF INDUSTRIES HOLDINGS, INC.

Canada Revenue Agency Competent Authority Matter

In connection with the matter described above under “Items Affecting Comparability of Results—Canada Revenue Agency Competent Authority Matter,” 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.

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.

We expect to receive the interest refunds in late 2024 or 2025.

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 through 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.

In the fourth quarter of 2024, we received interest relief from the CRA consisting of interest refunds of $21 million and related interest of $2 million.

In addition, 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, based on current estimates and foreign currency exchange rates as of March 31, 2025.

We expect to receive the interest refunds from the Alberta TRA in the second quarter of 2025.

Revolving Credit Agreement

7 unchanged sentences

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 depended on CF Holdings’ credit rating at the time.

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

CF INDUSTRIES HOLDINGS, INC.

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.

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

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

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.

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.

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)

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

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)

9 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 terms of the indentures (including the applicable supplemental indentures) governing our 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 2026 (the 2026 Notes), the 2026 Notes are guaranteed by CF Holdings.

CF INDUSTRIES HOLDINGS, INC.

Under the indentures (including the applicable supplemental indentures) governing our 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 indenture governing the 4.500% senior secured notes due 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.

4 unchanged sentences

Any cash payments received in advance from customers in connection with forward sales contracts are reflected on our consolidated balance sheets as a current liability until control transfers and revenue is recognized.

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.

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.

While customer advances are generally a significant source of liquidity, the level of forward sales contracts is affected by many factors, including current market conditions, our customers’ outlook of future market fundamentals and seasonality.

1 unchanged sentence

If the level of sales under our forward sales programs were to decrease in the future, our cash received from customer advances would likely decrease and our accounts receivable balances would likely increase.

CF INDUSTRIES HOLDINGS, INC.

Additionally, borrowing under the Revolving Credit Agreement could become necessary.

8 unchanged sentences

Volatility in reported quarterly earnings can result from the unrealized mark-to-market adjustments in the value of the derivatives.

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, 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.

As of March 31, 2025, our open natural gas derivative contracts consisted of natural gas basis swaps for 5.8 million MMBtus of natural gas.

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.

Defined Benefit Pension Plans

We contributed $22 million to our pension plans in the nine months ended September 30, 2024.

Over the remainder of 2024, we expect to contribute approximately $1 million to our pension plans, which would result in our making total contributions of approximately $23 million to our pension plans for the full year 2024.

In addition, as of September 30, 2024, we expect to contribute to our U.K.

pension plans a total of approximately £18 million (or $24 million) for the three-year period from 2025 to 2027, as currently agreed with the plans’ trustees.

We did not contribute any amounts to our pension plans in the three months ended March 31, 2025.

Over the remainder of 2025, we expect to contribute approximately $6 million to our pension plans.

In 2026 and 2027, we expect to contribute approximately $14 million and $4 million, respectively, to our U.K.

pension plans, as currently agreed with the plans’ trustees.

Distributions to Noncontrolling Interest in CFN

On January 31, 2024, CFN distributed approximately $144 million to CHS for the distribution period ended December 31, 2023.

On July 31, 2024, the CFN Board of Managers approved semi-annual distribution payments for the distribution period ended June 30, 2024 in accordance with CFN’s limited liability company agreement, and CFN distributed approximately $164 million to CHS for this distribution period.

The estimate of the partnership distribution earned by CHS, but not yet declared, for the third quarter of 2024 is approximately $65 million.

Net cash provided by operating activities during the first nine months of 2024 was $1.85 billion, a decrease of $426 million, compared to $2.28 billion in the first nine months of 2023.

The decrease in cash flow from operations was due primarily to lower net earnings and changes in net working capital.

Net earnings for the first nine months of 2024 was $1.09 billion compared to $1.49 billion for the first nine months of 2023, a decrease of $401 million.

The decrease in net earnings was due primarily to a decrease in gross margin, driven by lower average selling prices, partially offset by lower natural gas costs.

During the first nine months of 2024, net changes in working capital contributed $64 million less toward net cash from operations, than in the first nine months of 2023.

These changes primarily occurred in accounts receivable and inventories, partially offset by changes in accounts payable, accrued expenses and customer advances.

Net cash used in investing activities was $273 million in the first nine months of 2024 compared to $271 million in the first nine months of 2023.

Capital expenditures totaled $321 million during the first nine months of 2024 compared to $311 million in the first nine months of 2023.

Proceeds from the sale of emission credits was $47 million in the first nine months of 2024 compared to $39 million in the first nine months of 2023.

Net cash used in financing activities was $1.74 billion in the first nine months of 2024 compared to $1.07 billion in the first nine months of 2023.

The increase was due primarily to an increase in share repurchases and dividends paid, partially offset by a decrease in distributions to noncontrolling interest.

In the first nine months of 2024, we paid $1.13 billion for share repurchases compared to $355 million paid for share repurchases in the first nine months of 2023.

In the first nine months of 2024, dividends paid on common stock was $278 million compared to $235 million in the first nine months of 2023.

The increase in dividends paid on common stock reflects quarterly dividends of $0.50 per common share declared and paid in the first three quarters of 2024, compared to quarterly dividends of $0.40 per common share that were declared and paid in the first three quarters of 2023.

In the first nine months of 2024, distributions to the noncontrolling interest were $308 million compared to $459 million in the first nine months of 2023.

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, and on January 31, 2025, CFN distributed $129 million to CHS for this distribution period.

The estimate of the partnership distribution earned by CHS, but not yet declared, for the first quarter of 2025 is approximately $71 million.

CF INDUSTRIES HOLDINGS, INC.

Net cash provided by operating activities during the first three months of 2025 was $586 million, an increase of $141 million, compared to $445 million in the first three months of 2024.

The increase in cash flow from operations was due primarily to higher net earnings and changes in net working capital.

Net earnings for the first three months of 2025 was $351 million compared to $238 million for the first three months of 2024, an increase of $113 million.

The increase in net earnings was due primarily to an increase in gross margin, driven by higher sales volume and increased average selling prices, partially offset by higher natural gas costs.

During the first three months of 2025, net changes in working capital contributed $25 million more toward net cash from operations than in the first three months of 2024.

These changes primarily occurred in customer advances, partially offset by accounts receivable.

Net cash used in investing activities was $126 million in the first three months of 2025 compared to $100 million in the first three months of 2024.

Capital expenditures totaled $132 million during the first three months of 2025 compared to $98 million in the first three months of 2024.

Net cash used in financing activities was $671 million in the first three months of 2025 compared to $602 million in the first three months of 2024.

The increase was due primarily to an increase in share repurchases, partially offset by a decrease in distributions to noncontrolling interest and dividends paid.

In the first three months of 2025, we paid $444 million for share repurchases compared to $339 million paid for share repurchases in the first three months of 2024.

In the first three months of 2025, distributions to the noncontrolling interest were $129 million compared to $144 million in the first three months of 2024.

In the first three months of 2025, dividends paid on common stock was $86 million compared to $97 million in the first three months of 2024.

Critical Accounting Estimates

During the first nine months of 2024, there were no material changes to our critical accounting estimates as described in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

During the first three months of 2025, there were no material changes to our critical accounting estimates as described in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Recent Accounting Pronouncements

4 unchanged sentences

These statements may also relate to our prospects, future developments and business strategies.

We have used the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” or “would” and similar terms and phrases, including references to assumptions, to identify forward-looking statements in this document.

We use the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” or “would” and similar terms and phrases, including references to assumptions, to identify forward-looking statements.

These forward-looking statements are made based on currently available competitive, financial and economic data, our current expectations, estimates, forecasts and projections about the industries and markets in which we operate and management’s beliefs and assumptions concerning future events affecting us.

1 unchanged sentence

Therefore, our actual results may differ materially from what is expressed in or implied by any forward-looking statements.

We want to caution you not to place undue reliance on any forward-looking statements.

We caution you not to place undue reliance on any forward-looking statements.

We do not undertake any responsibility to release publicly any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this document.

2 unchanged sentences

Such factors include, among others:

• the cyclical nature of our business and the impact of global supply and demand on our selling prices;

• the global commodity nature of our nitrogen products, the conditions in the international market for nitrogen products, and the intense global competition from other producers;

• our ability to complete the projects at our Blue Point complex, including the construction of a low-carbon ammonia production facility with our joint venture partners and scalable infrastructure on schedule and on budget or at all;

• our ability to fund the capital expenditure needs related to the joint venture at our Blue Point complex, which may exceed our current estimates;

• the cyclical nature of our business and the impact of global supply and demand on our selling prices and operating results;

CF INDUSTRIES HOLDINGS, INC.

• the global commodity nature of our nitrogen products, the conditions in the global market for nitrogen products, and the intense global competition from other producers;

• announced or future tariffs, retaliatory measures, and global trade relations, including the potential impact of tariffs and retaliatory measures on the price and availability of materials for our capital projects and maintenance;

• conditions in the United States, Europe and other agricultural areas, including the influence of governmental policies and technological developments on the demand for our fertilizer products;

• the volatility of natural gas prices in North America and the United Kingdom;

• the volatility of natural gas prices in North America and globally;

• weather conditions and the impact of adverse weather events;

6 unchanged sentences

• acts of terrorism and regulations to combat terrorism;

• risks associated with international operations;

• the significant risks and hazards involved in producing and handling our products against which we may not be fully insured;

• risks associated with international operations;

• our ability to manage our indebtedness and any additional indebtedness that may be incurred;

• our ability to maintain compliance with covenants under our revolving credit agreement and the agreements governing our indebtedness;

• downgrades of our credit ratings;

• risks associated with changes in tax laws and disagreements with taxing authorities;

• risks associated with changes in tax laws and adverse determinations by taxing authorities, including any potential changes in tax regulations and our qualification for tax credits;

• risks involving derivatives and the effectiveness of our risk management and hedging activities;

• potential liabilities and expenditures related to environmental, health and safety laws and regulations and permitting requirements;

• regulatory restrictions and requirements related to greenhouse gas emissions;

• regulatory restrictions and requirements related to greenhouse gas emissions, including announced or future changes in environmental or climate change laws;

• the development and growth of the market for low-carbon ammonia and the risks and uncertainties relating to the development and implementation of our low-carbon ammonia projects;

• risks associated with investments in and expansions of our business, including unanticipated adverse consequences and the significant resources that could be required;

• failure of technologies to perform, develop or be available as expected, including the low-carbon ATR ammonia production facility with carbon capture and sequestration technologies being constructed at our Blue Point complex.

CF INDUSTRIES HOLDINGS, INC.

• the development and growth of the market for green and low-carbon (blue) ammonia and the risks and uncertainties relating to the development and implementation of our green and low-carbon ammonia projects;

• risks associated with expansions of our business, including unanticipated adverse consequences and the significant resources that could be required.

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 2. Management’s Discussion and Analysis