What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-08 · 231 added, 116 removed, 511 unchanged (40% of the section changed)

2 unchanged sentences

Three months ended

June 30, Six months ended

2025 2024 2025 2024

(in millions, except per share amounts)

7 unchanged sentences

Total other operating costs and expenses 109 38 230 146

Equity in earnings of operating affiliate 4 2

Equity in earnings (losses) of operating affiliate 2 ( 3 ) 6 ( 1 )

Operating earnings 648 638 1,103 941

5 unchanged sentences

Net earnings 492 506 843 744

Net earnings attributable to noncontrolling interest 39 44

Net earnings attributable to noncontrolling interests 106 86 145 130

Net earnings attributable to common stockholders $ 386 $ 420 $ 698 $ 614

10 unchanged sentences

Three months ended

June 30, Six months ended

2025 2024 2025 2024

(in millions)

3 unchanged sentences

Defined benefit plans—net of taxes ( 5 ) ( 1 ) ( 7 ) ( 1 )

69 ( 7 ) 78 ( 23 )

Comprehensive income 561 499 921 721

Comprehensive income attributable to noncontrolling interest 39 44

Comprehensive income attributable to noncontrolling interests 106 86 145 130

Comprehensive income attributable to common stockholders $ 455 $ 413 $ 776 $ 591

6 unchanged sentences

Current assets:

Cash and cash equivalents $ 1,406 $ 1,614

Cash and cash equivalents (amount related to variable interest entity (VIE)—2025:

$ 1,686 $ 1,614

Accounts receivable—net 586 404

3 unchanged sentences

Total current assets 2,676 2,520

Property, plant and equipment—net 6,603 6,735

Property, plant and equipment—net (amount related to VIE—2025:

Investment in affiliate 35 29

6 unchanged sentences

Current liabilities:

Accounts payable and accrued expenses $ 597 $ 603

Accounts payable and accrued expenses (amount related to VIE—2025:

Income taxes payable 18 2

7 unchanged sentences

Supply contract liability 709 724

Other liabilities 306 301

Other liabilities (amount related to VIE—2025:

Stockholders’ equity:

4 unchanged sentences

Treasury stock—at cost, 2025— 0 shares and 2024— 354,264 shares

( 451 ) ( 30 )

Accumulated other comprehensive loss ( 202 ) ( 280 )

Total stockholders’ equity 4,963 4,985

Noncontrolling interest 2,517 2,607

Noncontrolling interests 2,858 2,607

Total equity 7,821 7,592

10 unchanged sentences

Stockholders’ Equity Noncontrolling

Interest Total

Interests Total

(in millions, except per share amounts)

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

Net earnings — — — 386 — 386 106 492

Other comprehensive income — — — — 69 69 — 69

Purchases of treasury stock — ( 204 ) — — — ( 204 ) — ( 204 )

Retirement of treasury stock — 653 ( 63 ) ( 590 ) — — — —

Issuance of $ 0.01 par value common stock under employee stock plans

— 2 ( 2 ) — — — — —

Stock-based compensation expense — — 12 — — 12 — 12

Dividends and dividend equivalents ($ 0.50 per share)

— — — ( 80 ) — ( 80 ) — ( 80 )

Contributions from noncontrolling interests — — — — — — 235 235

Balance as of June 30, 2025 $ 2 $ — $ 1,239 $ 3,924 $ ( 202 ) $ 4,963 $ 2,858 $ 7,821

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

9 unchanged sentences

— — — ( 166 ) — ( 166 ) — ( 166 )

Contributions from noncontrolling interests — — — — — — 235 235

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

Balance as of June 30, 2025 $ 2 $ — $ 1,239 $ 3,924 $ ( 202 ) $ 4,963 $ 2,858 $ 7,821

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(Continued) (Unaudited)

Common Stockholders

Stock Treasury

Stock Paid-In

Capital Retained

Earnings Accumulated

Comprehensive

Stockholders’ Equity Noncontrolling

Interest Total

(in millions, except per share amounts)

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

Net earnings — — — 420 — 420 86 506

Other comprehensive loss — — — — ( 7 ) ( 7 ) — ( 7 )

Purchases of treasury stock — ( 308 ) — — — ( 308 ) — ( 308 )

Retirement of treasury stock — 665 ( 62 ) ( 603 ) — — — —

Issuance of $ 0.01 par value common stock under employee stock plans

— 2 ( 2 ) — — — — —

Stock-based compensation expense — — 6 — — 6 — 6

Dividends and dividend equivalents ($ 0.50 per share)

— — — ( 91 ) — ( 91 ) — ( 91 )

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

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

2 unchanged sentences

Purchases of treasury stock — ( 659 ) — — — ( 659 ) — ( 659 )

Retirement of treasury stock — 665 ( 62 ) ( 603 ) — — — —

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

5 unchanged sentences

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

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

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

See accompanying Notes to Unaudited Consolidated Financial Statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended

Six months ended

(in millions)

6 unchanged sentences

Unrealized net loss (gain) on natural gas derivatives 2 ( 34 )

Gain on sale of emission credits — ( 47 )

Loss on disposal of property, plant and equipment 1 6

Loss on sale of Ince facility 23 —

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

Undistributed (earnings) losses of affiliate—net of taxes ( 6 ) 1

Changes in assets and liabilities:

8 unchanged sentences

Additions to property, plant and equipment ( 377 ) ( 182 )

Purchase of Waggaman ammonia production facility — 2

Proceeds from sale of property, plant and equipment 6 —

Proceeds from sale of Ince facility 4 —

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

Purchase of emission credits ( 1 ) ( 2 )

Proceeds from sale of emission credits — 47

Net cash used in investing activities ( 368 ) ( 134 )

1 unchanged sentence

Dividends paid on common stock ( 167 ) ( 188 )

Contributions from noncontrolling interests 235 —

Distributions to noncontrolling interest ( 129 ) ( 144 )

4 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 24 ( 1 )

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

Increase (decrease) in cash and cash equivalents 72 ( 213 )

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

16 unchanged sentences

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

The accompanying unaudited interim consolidated financial statements of CF Holdings include the accounts of CF Industries, all of CF Holdings’ majority-owned subsidiaries and a variable interest entity of which we are the primary beneficiary.

All significant intercompany transactions and balances have been eliminated.

See Note 12—Variable Interest Entity and Note 13—Noncontrolling Interests for additional information.

The accompanying unaudited interim consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements for the year ended December 31, 2024, in accordance with U.S.

13 unchanged sentences

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

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

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

The amendments are effective for fiscal years beginning after December 15, 2024.

We are continuing to evaluate the impact that our adoption of this ASU will have on our income tax disclosures beginning with the consolidated financial statements that will be included in our Annual Report on Form 10-K for the fiscal year ending December 31, 2025.

CF INDUSTRIES HOLDINGS, INC.

In November 2024, the FASB issued ASU No.

3 unchanged sentences

The guidance in this ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

CF INDUSTRIES HOLDINGS, INC.

We are currently evaluating the impact that our adoption of this ASU will have on the disclosures in our consolidated financial statements.

2 unchanged sentences

See Note 15—Segment Disclosures for our revenue by reportable segment, which are Ammonia, Granular Urea, UAN, AN and Other.

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

The following table summarizes our revenue by product and by geography (based on the destination of our shipment) for the three and six months ended June 30, 2025 and 2024:

Ammonia Granular Urea UAN AN Other Total

(in millions)

Three months ended March 31, 2025

Three months ended June 30, 2025

North America $ 415 $ 547 $ 558 $ 57 $ 109 $ 1,686

1 unchanged sentence

Total revenue $ 491 $ 547 $ 610 $ 117 $ 125 $ 1,890

Three months ended March 31, 2024

Three months ended June 30, 2024

North America $ 330 $ 449 $ 422 $ 51 $ 114 $ 1,366

1 unchanged sentence

Total revenue $ 409 $ 457 $ 475 $ 98 $ 133 $ 1,572

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

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

Six months ended June 30, 2025

North America $ 781 $ 986 $ 966 $ 104 $ 222 $ 3,059

Europe and other 230 — 114 114 36 494

Total revenue $ 1,011 $ 986 $ 1,080 $ 218 $ 258 $ 3,553

Six months ended June 30, 2024

North America $ 664 $ 852 $ 795 $ 99 $ 216 $ 2,626

Europe and other 147 12 105 113 39 416

Total revenue $ 811 $ 864 $ 900 $ 212 $ 255 $ 3,042

As of June 30, 2025 and December 31, 2024, we had $ 32 million and $ 118 million, respectively, in customer advances on our consolidated balance sheets.

During the six months ended June 30, 2025 and 2024, substantially all of the customer advances at the beginning of each respective period were recognized as revenue.

We offer cash incentives to certain customers generally based on the volume of their purchases over the fertilizer year ending June 30.

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

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

The balances of customer incentives accrued as of June 30, 2025 and December 31, 2024 were not material.

We have certain customer contracts with performance obligations where if the customer does not take the required amount of product specified in the contract, then the customer is required to make a payment to us, the amount of which may vary based upon the terms and conditions of the applicable contract.

As of March 31, 2025, excluding contracts with original durations of less than one year, and based on the minimum product tonnage to be sold and current market price estimates, our remaining performance obligations under these contracts were approximately $ 2.0 billion.

As of June 30, 2025, excluding contracts with original durations of less than one year, and based on the minimum product tonnage to be sold and current market price estimates, our remaining performance obligations under these contracts were approximately $ 2.3 billion.

We expect to recognize approximately 12 % of these performance obligations as revenue in the remainder of 2025, approximately 38 % as revenue during 2026-2028, approximately 17 % as revenue during 2029-2031, and the remainder as revenue thereafter.

Subject to the terms and conditions of the applicable contracts, if these customers do not satisfy their purchase obligations under such contracts, the minimum amount that they would be required to pay to us under such contracts, in the aggregate, was approximately $ 1.2 billion as of March 31, 2025.

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

CF INDUSTRIES HOLDINGS, INC.

Supply Contract Liability

3 unchanged sentences

As a result, we recorded an intangible liability with an acquisition date fair value of $ 757 million, which is being amortized to net sales over the estimated life of the Supply Contract of 25 years.

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

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

For both the three months ended June 30, 2025 and 2024, we amortized $ 8 million of the Supply Contract liability into net sales.

For both the six months ended June 30, 2025 and 2024, we amortized $ 15 million of the Supply Contract liability into net sales.

As of June 30, 2025 and December 31, 2024, we had $ 709 million and $ 724 million, respectively, in Supply Contract liability on our consolidated balance sheets.

Estimated amortization of the Supply Contract liability for the remainder of 2025 is approximately $ 15 million and for each of the fiscal years 2026 to 2030 is approximately $ 30 million.

CF INDUSTRIES HOLDINGS, INC.

Net Earnings Per Share

1 unchanged sentence

Three months ended

June 30, Six months ended

2025 2024 2025 2024

(in millions, except per share amounts)

10 unchanged sentences

In the computation of diluted earnings per common share, potentially dilutive stock-based awards are excluded if the effect of their inclusion is anti-dilutive.

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

Shares for anti-dilutive stock-based awards not included in the computation of diluted earnings per common share were zero in both the three and six months ended June 30, 2025 and the three and six months ended June 30, 2024.

Inventories consist of the following:

4 unchanged sentences

Total inventories $ 316 $ 314

CF INDUSTRIES HOLDINGS, INC.

Property, Plant and Equipment—Net

11 unchanged sentences

_______________________________________________________________________________

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

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

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

CF INDUSTRIES HOLDINGS, INC.

(1) As of June 30, 2025 and December 31, 2024, we had property, plant and equipment that was accrued but unpaid of $ 183 million and $ 101 million, respectively.

As of June 30, 2024 and December 31, 2023, we had property, plant and equipment that was accrued but unpaid of $ 71 million and $ 68 million, respectively.

Depreciation and amortization related to property, plant and equipment was $ 230 million and $ 450 million for the three and six months ended June 30, 2025, respectively, and $ 220 million and $ 472 million for the three and six months ended June 30, 2024, respectively.

Plant turnarounds —Scheduled inspections, replacements and overhauls of plant machinery and equipment at our continuous process manufacturing facilities during a full plant shutdown are referred to as plant turnarounds.

4 unchanged sentences

The following is a summary of capitalized plant turnaround costs:

Three months ended

Six months ended

(in millions)

3 unchanged sentences

Effect of exchange rate changes and other 4 ( 1 )

Net capitalized plant turnaround costs as of March 31

Net capitalized plant turnaround costs as of June 30

United Kingdom Operations

5 unchanged sentences

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

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

CF INDUSTRIES HOLDINGS, INC.

In the first quarter of 2025, the Ince facility was sold, including certain liabilities assumed by the buyer, and we recognized a loss of $ 23 million on the sale.

The loss is reflected in U.K.

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

operations restructuring in our consolidated statement of operations for the six months ended June 30, 2025.

Equity Method Investment

1 unchanged sentence

We include our share of the net earnings from this equity method investment as an element of earnings from operations because PLNL provides additional production to our operations and is integrated with our other supply chain and sales activities in the Ammonia segment.

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

As of June 30, 2025, the total carrying value of our equity method investment in PLNL was $ 35 million.

We have transactions in the normal course of business with PLNL reflecting our obligation to purchase 50 % of the ammonia produced by PLNL at current market prices.

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

CF INDUSTRIES HOLDINGS, INC.

Our ammonia purchases from PLNL totaled $ 21 million and $ 55 million for the three and six months ended June 30, 2025, respectively, and $ 16 million and $ 46 million for the three and six months ended June 30, 2024, respectively.

Fair Value Measurements

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

March 31, 2025

June 30, 2025

Cost Basis Unrealized

24 unchanged sentences

and those guaranteed by entities affiliated with governmental entities.

CF INDUSTRIES HOLDINGS, INC.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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

March 31, 2025

The following tables present assets and liabilities included in our consolidated balance sheets as of June 30, 2025 and December 31, 2024 that are recognized at fair value on a recurring basis, and indicate the fair value hierarchy utilized to determine such fair value:

June 30, 2025

Value Quoted Prices

6 unchanged sentences

Derivative liabilities ( 3 ) — ( 3 ) —

CF INDUSTRIES HOLDINGS, INC.

December 31, 2024

9 unchanged sentences

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

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

As of June 30, 2025 and December 31, 2024, our cash equivalents consisted primarily of U.S.

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

10 unchanged sentences

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

CF INDUSTRIES HOLDINGS, INC.

Financial Instruments

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Amount Fair Value Carrying

7 unchanged sentences

that is, the assets and liabilities are not measured at fair value on a recurring basis, but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment, when there is allocation of purchase price in an acquisition or when a new liability is being established that requires fair value measurement.

These include long-lived assets, goodwill and other intangible assets and investments in unconsolidated subsidiaries, such as equity method investments, which may be written

CF INDUSTRIES HOLDINGS, INC.

down to fair value as a result of impairment.

These include long-lived assets, goodwill and other intangible assets and investments in unconsolidated subsidiaries, such as equity method investments, which may be written down to fair value as a result of impairment.

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

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

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

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

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

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

For the three months ended June 30, 2025, we recorded an income tax provision of $ 143 million on pre-tax income of $ 635 million, or an effective tax rate of 22.4 %, compared to an income tax provision of $ 123 million on pre-tax income of $ 629 million, or an effective tax rate of 19.5 %, for the three months ended June 30, 2024.

For the six months ended June 30, 2025, we recorded an income tax provision of $ 229 million on pre-tax income of $ 1.07 billion, or an effective tax rate of 21.3 %, compared to an income tax provision of $ 185 million on pre-tax income of $ 929 million, or an effective tax rate of 19.9 %, for the six months ended June 30, 2024.

Our income tax provision for the three and six months ended June 30, 2025 includes $ 21 million of income tax expense related to an increase in our unrecognized tax benefits resulting from ongoing tax audits, which increased our effective tax rate for the three and six months ended June 30, 2025 by 3.4 percentage points and 2.0 percentage points, respectively.

Our effective tax rate is impacted by earnings attributable to the noncontrolling interests as our consolidated income tax provision does not include a tax provision on the earnings attributable to the noncontrolling interests.

Our effective tax rate for the three months ended June 30, 2025 of 22.4 %, which is based on pre-tax income of $ 635 million, including $ 106 million of earnings attributable to the noncontrolling interests, would be 4.5 percentage points higher if based on pre-tax income exclusive of the $ 106 million of earnings attributable to the noncontrolling interests.

Our effective tax rate for the three months ended June 30, 2024 of 19.5 %, which is based on pre-tax income of $ 629 million, including $ 86 million of earnings attributable to the noncontrolling interest, would be 3.1 percentage points higher if based on pre-tax income exclusive of the $ 86 million of earnings attributable to the noncontrolling interest.

Our effective tax rate for the six months ended June 30, 2025 of 21.3 %, which is based on pre-tax income of $ 1.07 billion, including $ 145 million of earnings attributable to the noncontrolling interests, would be 3.4 percentage points higher if based on pre-tax income exclusive of the $ 145 million of earnings attributable to the noncontrolling interests.

Our effective tax rate for the six months ended June 30, 2024 of 19.9 %, which is based on pre-tax income of $ 929 million, including $ 130 million of earnings attributable to the noncontrolling interest, would be 3.2 percentage points higher if based on pre-tax income exclusive of the $ 130 million of earnings attributable to the noncontrolling interest.

CF INDUSTRIES HOLDINGS, INC.

Financing Agreements

9 unchanged sentences

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

As of 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.

As of June 30, 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 six months ended June 30, 2025 or 2024.

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

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

As of June 30, 2025, we were in compliance with all covenants under the Revolving Credit Agreement.

Letters of Credit Under Bilateral Agreement

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

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

CF INDUSTRIES HOLDINGS, INC.

Long-term debt presented on our consolidated balance sheets as of 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

As of June 30, 2025, approximately $ 342 million of letters of credit were outstanding under this agreement.

Long-term debt presented on our consolidated balance sheets as of June 30, 2025 and December 31, 2024 consisted of the following debt securities issued by CF Industries:

Effective Interest Rate June 30, 2025 December 31, 2024

Principal Outstanding Carrying Amount (1)

14 unchanged sentences

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

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.

Total unamortized debt discount was $ 5 million and $ 6 million as of June 30, 2025 and December 31, 2024, respectively, and total deferred debt issuance costs were $ 22 million and $ 23 million as of June 30, 2025 and December 31, 2024, respectively.

(2) Effective August 23, 2021, these notes are no longer secured, in accordance with the terms of the applicable indenture.

Under the indentures (including the applicable supplemental indentures) governing the senior notes due 2034, 2043 and 2044 identified in the table above (the Public Senior Notes), each series of Public Senior Notes is guaranteed by CF Holdings.

Under the indenture governing the 4.500 % senior secured notes due December 2026 (the 2026 Notes) identified in the table above, the 2026 Notes are guaranteed by CF Holdings.

Under the indentures (including the applicable supplemental indentures) governing the senior notes due 2034, 2043 and 2044 (the Public Senior Notes) and the 4.500 % senior secured notes due December 2026 (the 2026 Notes), each series of notes is 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.

CF INDUSTRIES HOLDINGS, INC.

Interest Expense

1 unchanged sentence

Three months ended

June 30, Six months ended

2025 2024 2025 2024

(in millions)

Interest on borrowings (1)

$ 38 $ 38 $ 75 $ 75

Fees on financing agreements (1)

3 unchanged sentences

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

Variable Interest Entity

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 (the Blue Point joint venture).

We hold 40 % ownership, JERA holds 35 % ownership, and Mitsui holds 25 % ownership in the Blue Point joint venture.

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

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

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

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

Engineering, equipment procurement and pre-construction activities at our Blue Point complex began in the second quarter of 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.

We, JERA and Mitsui are required to purchase low-carbon ammonia produced by the Blue Point joint venture in accordance with our respective ownership percentages.

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

During the second quarter of 2025, we, JERA and Mitsui made initial capital contributions of $ 157 million, $ 137 million and $ 98 million, respectively, to the Blue Point joint venture.

We funded $ 114 million of our contribution with cash and $ 43 million through a non-cash contribution of a license to use certain intellectual property.

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

We determined that the Blue Point joint venture is a variable interest entity (VIE) of which we are the primary beneficiary.

We have a significant variable interest in the Blue Point joint venture through our 40 % equity interest.

We are considered the primary beneficiary of the VIE as we have both the power to direct the day-to-day operations of the low-carbon ammonia production facility, which are the activities that most significantly impact the economic performance of the VIE, and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE, due to our 40 % equity interest.

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

The table below summarizes the assets and liabilities of the Blue Point joint venture included in our consolidated balance sheet as of June 30, 2025:

CF INDUSTRIES HOLDINGS, INC.

Noncontrolling Interest

(in millions)

Cash and cash equivalents $ 264

Property, plant and equipment, net 165

Total assets $ 429

Accounts payable and accrued expenses $ 78

Other liabilities 1

Total liabilities $ 79

As of June 30, 2025, all assets of the Blue Point joint venture can only be used to settle the obligations of the Blue Point joint venture.

In addition, as of June 30, 2025, all liabilities of the Blue Point joint venture are payable to creditors who do not have recourse to the general credit of CF Holdings.

CF Holdings has provided guarantees for certain financial commitments of the Blue Point joint venture to several third-party vendors;

however, as of June 30, 2025, no liabilities had been incurred by the Blue Point joint venture to these third-party vendors.

Noncontrolling Interests

We have a strategic venture with CHS Inc.

(CHS) under which CHS owns an equity interest in CFN, a subsidiary of CF Holdings, which represents approximately 11 % of the membership interests of CFN.

(CHS) under which CHS owns an equity interest in CF Industries Nitrogen, LLC (CFN), a subsidiary of CF Holdings.

CHS’ equity interest represents approximately 11 % of the membership interests of CFN.

We own the remaining membership interests.

Under the terms of CFN’s limited liability company agreement, each member’s interest will reflect, over time, the impact of the profitability of CFN, any member contributions made to CFN and withdrawals and distributions received from CFN.

For financial reporting purposes, the assets, liabilities and earnings of the strategic venture are consolidated into our financial statements.

CHS’ interest in the strategic venture is recorded in noncontrolling interest in our consolidated financial statements.

A reconciliation of the beginning and ending balances of noncontrolling interest and distributions payable to the noncontrolling interest in our consolidated balance sheets is provided below.

We also have a 40 % ownership interest in the Blue Point joint venture.

JERA and Mitsui own the remaining membership interests.

See Note 12—Variable Interest Entity for additional information on the Blue Point joint venture.

For financial reporting purposes, the assets, liabilities and earnings of CFN and the Blue Point joint venture are consolidated into our financial statements.

CHS’ interest in CFN and each of JERA’s and Mitsui’s interests in the Blue Point joint venture are recorded in noncontrolling interests in our consolidated financial statements.

A reconciliation of the beginning and ending balances of noncontrolling interests and distributions payable to the noncontrolling interests in our consolidated balance sheets is provided below.

CFN Blue Point Total CFN

(in millions)

Noncontrolling interest:

Noncontrolling interests:

Balance as of January 1 $ 2,607 $ — $ 2,607 $ 2,656

Earnings attributable to noncontrolling interest 39 44

Issuance of noncontrolling interests in Blue Point Number One, LLC — 235 235 —

Earnings attributable to noncontrolling interests 140 5 145 130

Declaration of distributions payable ( 129 ) — ( 129 ) ( 144 )

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

Balance as of June 30 $ 2,618 $ 240 $ 2,858 $ 2,642

Distributions payable to noncontrolling interest:

2 unchanged sentences

Distributions to noncontrolling interest ( 129 ) — ( 129 ) ( 144 )

Balance as of March 31 $ — $ —

Balance as of June 30 $ — $ — $ — $ —

CF INDUSTRIES HOLDINGS, INC.

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

2 unchanged sentences

The amounts of distributions from CFN to us and CHS are based generally on the profitability of CFN and determined based on the volume of granular urea and UAN sold by CFN to us and CHS pursuant to supply agreements, less a formula driven amount based primarily on the cost of natural gas used to produce the granular urea and UAN, and adjusted for the allocation of items such as operational efficiencies and overhead amounts.

On July 31, 2025, the CFN Board of Managers approved semi-annual distribution payments for the distribution period ended June 30, 2025 in accordance with CFN’s limited liability company agreement, and CFN distributed $ 175 million to CHS for this distribution period.

Stockholders’ Equity

2 unchanged sentences

The manner, timing and amount of repurchases will be determined by our management based on the evaluation of market conditions, stock price and other factors.

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

See Note 15—Subsequent Events for additional information.

CF INDUSTRIES HOLDINGS, INC.

On November 2, 2022, the Board authorized the repurchase of up to $ 3 billion of CF Holdings common stock, which is effective through December 31, 2025 (the 2022 Share Repurchase Program).

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

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

10 unchanged sentences

First quarter 5.4 434

Shares repurchased as of March 31, 2025

Second quarter 2.8 202

Total shares repurchased in 2025 8.2 636

Shares repurchased as of June 30, 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 three months ended March 31, 2025, we repurchased approximately 5.4 million shares under the 2022 Share Repurchase Program for $ 434 million and retired approximately 0.4 million shares of repurchased treasury stock.

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

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

In the six months ended June 30, 2025, we repurchased approximately 8.2 million shares under the 2022 Share Repurchase Program for $ 636 million.

In the six months ended June 30, 2024, we repurchased approximately 8.3 million shares under the 2022 Share Repurchase Program for $ 652 million, of which $ 14 million was accrued and unpaid as of June 30, 2024.

In the second quarter of 2025, we retired approximately 8.3 million shares of repurchased stock, and we held no shares of treasury stock as of June 30, 2025.

CF INDUSTRIES HOLDINGS, INC.

Accumulated Other Comprehensive Loss

7 unchanged sentences

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

Loss arising during the period — — ( 1 ) ( 1 )

Effect of exchange rate changes and deferred taxes 85 — ( 6 ) 79

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

Balance as of June 30, 2025 $ ( 136 ) $ 3 $ ( 69 ) $ ( 202 )

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

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

Effect of exchange rate changes and deferred taxes ( 22 ) — 1 ( 21 )

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

Balance as of June 30, 2024 $ ( 168 ) $ 3 $ ( 67 ) $ ( 232 )

CF INDUSTRIES HOLDINGS, INC.

7 unchanged sentences

The ammonia and other products that are upgraded into Granular Urea, UAN, AN and Other products are transferred at cost into the results of those products.

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

Segment data for gross margin, including sales and cost of sales, which also includes significant expenses, for the three and six months ended June 30, 2025 and 2024 are presented in the tables below.

Three months ended

June 30, Six months ended

2025 2024 2025 2024

(in millions)

2 unchanged sentences

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

108 55 218 141

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

Depreciation and amortization (2)

60 57 115 136

Distribution and storage (3)

Other segment items (5)

119 96 235 231

Total cost of sales

355 262 689 599

Gross margin $ 136 $ 147 $ 322 $ 212

3 unchanged sentences

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

83 53 178 129

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

Depreciation and amortization (2)

72 76 143 145

Distribution and storage (3)

Other segment items (5)

99 88 189 193

Total cost of sales

268 230 534 483

Gross margin $ 279 $ 227 $ 452 $ 381

1 unchanged sentence

Three months ended

June 30, Six months ended

2025 2024 2025 2024

(in millions)

2 unchanged sentences

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

91 45 195 122

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

Depreciation and amortization (2)

72 68 145 137

Distribution and storage (3)

Other segment items (5)

117 90 218 187

Total cost of sales

340 259 668 541

Gross margin $ 270 $ 216 $ 412 $ 359

5 unchanged sentences

Other segment items (5)

59 57 119 131

Total cost of sales

92 75 177 180

Gross margin $ 25 $ 23 $ 41 $ 32

4 unchanged sentences

Depreciation and amortization (2)

Distribution and storage (3)

Other segment items (5)

Total cost of sales

80 67 158 151

Gross margin $ 45 $ 66 $ 100 $ 104

1 unchanged sentence

Three months ended

June 30, Six months ended

2025 2024 2025 2024

(in millions)

2 unchanged sentences

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

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

308 166 642 427

Unrealized net mark-to-market (gain) loss on natural gas derivatives — ( 1 ) 2 ( 34 )

Depreciation and amortization (2)

231 221 451 471

Distribution and storage (3)

87 66 140 117

80 79 161 160

Other segment items (5)

429 362 830 813

Total cost of sales

1,135 893 2,226 1,954

Gross margin $ 755 $ 679 $ 1,327 $ 1,088

Total other operating costs and expenses 109 38 230 146

Equity in earnings of operating affiliate 4 2

Equity in earnings (losses) of operating affiliate 2 ( 3 ) 6 ( 1 )

Operating earnings $ 648 $ 638 $ 1,103 $ 941

1 unchanged sentence

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

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

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

(2) For the three months ended June 30, 2025 and 2024, depreciation and amortization does not include $ 8 million and $ 9 million, respectively, of depreciation and amortization allocated to Corporate, which includes amortization of definite-lived intangible assets.

For the six months ended June 30, 2025 and 2024, depreciation and amortization does not include $ 16 million and $ 19 million, respectively, of depreciation and amortization allocated to Corporate, which includes amortization of definite-lived intangible assets.

For both the three months ended June 30, 2025 and 2024, depreciation and amortization does not include $ 8 million of amortization related to the Supply Contract liability, which is recognized in net sales.

For both the six months ended June 30, 2025 and 2024, depreciation and amortization does not include $ 15 million of amortization related to the Supply Contract liability, which is recognized in net sales.

See Note 3—Revenue Recognition for additional information on the Supply Contract liability.

8 unchanged sentences

therefore, we do not present total assets by segment.

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

The following table shows the carrying amount of goodwill by reportable segment as of June 30, 2025 and December 31, 2024:

Ammonia Granular Urea UAN AN Other Total

(in millions)

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

CF INDUSTRIES HOLDINGS, INC.

Subsequent Events

Blue Point Joint Venture

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Share Repurchase Program

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

The manner, timing and amount of repurchases will be determined by our management based on the evaluation of market conditions, stock price and other factors.

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

Goodwill as of June 30, 2025 $ 981 $ 828 $ 576 $ 69 $ 39 $ 2,493

Goodwill as of December 31, 2024 980 828 576 69 39 2,492

CF INDUSTRIES HOLDINGS, INC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements