What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 142 added, 110 removed, 632 unchanged (29% of the section changed)

2 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

8 unchanged sentences

Total other operating costs and expenses 58 82 288 228

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

Equity in earnings of operating affiliate 6 2 12 1

Operating earnings 580 364 1,683 1,305

18 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

1 unchanged sentence

Net earnings $ 460 $ 341 $ 1,303 $ 1,085

Other comprehensive income (loss):

Other comprehensive (loss) income:

Foreign currency translation adjustment—net of taxes ( 30 ) 27 55 5

7 unchanged sentences

CONSOLIDATED BALANCE SHEETS

September 30,

2025 December 31,

35 unchanged sentences

Treasury stock—at cost, 2025— 4,291,119 shares and 2024— 354,264 shares

( 369 ) ( 30 )

Accumulated other comprehensive loss ( 231 ) ( 280 )

15 unchanged sentences

(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

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

Net earnings — — — 353 — 353 107 460

Other comprehensive income — — — — 69 69 — 69

Other comprehensive loss — — — — ( 29 ) ( 29 ) — ( 29 )

Purchases of treasury stock — ( 369 ) — — — ( 369 ) — ( 369 )

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 — — 13 — — 13 — 13

2 unchanged sentences

Contributions from noncontrolling interests — — — — — — 56 56

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

Distribution declared to noncontrolling interest — — — — — — ( 175 ) ( 175 )

Balance as of September 30, 2025 $ 2 $ ( 369 ) $ 1,252 $ 4,195 $ ( 231 ) $ 4,849 $ 2,846 $ 7,695

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

10 unchanged sentences

Contributions from noncontrolling interests — — — — — — 291 291

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

Distributions declared to noncontrolling interest — — — — — — ( 304 ) ( 304 )

Balance as of September 30, 2025 $ 2 $ ( 369 ) $ 1,252 $ 4,195 $ ( 231 ) $ 4,849 $ 2,846 $ 7,695

CF INDUSTRIES HOLDINGS, INC.

10 unchanged sentences

(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

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

Net earnings — — — 276 — 276 65 341

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

Other comprehensive income — — — — 23 23 — 23

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

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

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

— 2 ( 2 ) — — — — —

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

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

1 unchanged sentence

— — — ( 89 ) — ( 89 ) — ( 89 )

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

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

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

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

Net earnings — — — 890 — 890 195 1,085

Other comprehensive loss — — — — ( 23 ) ( 23 ) — ( 23 )

Purchases of treasury stock — ( 1,140 ) — — — ( 1,140 ) — ( 1,140 )

6 unchanged sentences

— — — ( 275 ) — ( 275 ) — ( 275 )

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

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

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

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

See accompanying Notes to Unaudited Consolidated Financial Statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended

Nine months ended

September 30,

(in millions)

9 unchanged sentences

Loss on sale of Ince facility 23 —

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

Undistributed earnings of affiliate—net of taxes ( 7 ) ( 1 )

Changes in assets and liabilities:

16 unchanged sentences

Financing Activities:

Financing fees ( 1 ) —

Dividends paid on common stock ( 248 ) ( 278 )

43 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.

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.

The amendments are effective for fiscal years beginning after December 15, 2024 and may be applied on a prospective or retrospective basis.

We intend to adopt ASU No.

2023-09 using a retrospective approach 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.

We do not expect the adoption will have a material impact on our income tax disclosures.

CF INDUSTRIES HOLDINGS, INC.

8 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 and six months ended June 30, 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 nine months ended September 30, 2025 and 2024:

Ammonia Granular Urea UAN AN Other Total

(in millions)

Three months ended June 30, 2025

Three months ended September 30, 2025

North America $ 330 $ 423 $ 406 $ 49 $ 120 $ 1,328

1 unchanged sentence

Total revenue $ 457 $ 423 $ 517 $ 122 $ 140 $ 1,659

Three months ended June 30, 2024

Three months ended September 30, 2024

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

1 unchanged sentence

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

Six months ended June 30, 2025

Nine months ended September 30, 2025

North America $ 1,111 $ 1,409 $ 1,372 $ 153 $ 342 $ 4,387

1 unchanged sentence

Total revenue $ 1,468 $ 1,409 $ 1,597 $ 340 $ 398 $ 5,212

Six months ended June 30, 2024

Nine months ended September 30, 2024

North America $ 961 $ 1,180 $ 1,108 $ 152 $ 310 $ 3,711

1 unchanged sentence

Total revenue $ 1,164 $ 1,252 $ 1,306 $ 318 $ 372 $ 4,412

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.

As of September 30, 2025 and December 31, 2024, we had $ 477 million and $ 118 million, respectively, in customer advances on our consolidated balance sheets.

During the nine months ended September 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 June 30, 2025 and December 31, 2024 were not material.

The balances of customer incentives accrued as of September 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 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.

As of September 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 8 % of these performance obligations as revenue in the remainder of 2025, approximately 43 % as revenue during 2026-2028, approximately 16 % 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 June 30, 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.

5 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 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.

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

For both the nine months ended September 30, 2025 and 2024, we amortized $ 23 million of the Supply Contract liability into net sales.

As of September 30, 2025 and December 31, 2024, we had $ 701 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 $ 7 million and for each of the fiscal years 2026 to 2030 is approximately $ 30 million.

2 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

11 unchanged sentences

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

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

Inventories consist of the following:

September 30,

2025 December 31,

6 unchanged sentences

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

September 30,

2025 December 31,

9 unchanged sentences

_______________________________________________________________________________

(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.

(1) As of September 30, 2025 and December 31, 2024, we had property, plant and equipment that was accrued but unpaid of $ 164 million and $ 101 million, respectively.

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

Depreciation and amortization related to property, plant and equipment was $ 215 million and $ 665 million for the three and nine months ended September 30, 2025, respectively, and $ 229 million and $ 701 million for the three and nine months ended September 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:

Six months ended

Nine months ended

September 30,

(in millions)

2 unchanged sentences

Depreciation ( 113 ) ( 134 )

Effect of exchange rate changes and other 4 ( 1 )

Net capitalized plant turnaround costs as of June 30

Net capitalized plant turnaround costs as of September 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.

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 six months ended June 30, 2025.

operations restructuring in our consolidated statement of operations for the nine months ended September 30, 2025.

CF INDUSTRIES HOLDINGS, INC.

Equity Method Investment

1 unchanged sentence

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

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

As of September 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 $ 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.

Our ammonia purchases from PLNL totaled $ 45 million and $ 100 million for the three and nine months ended September 30, 2025, respectively, and $ 22 million and $ 68 million for the three and nine months ended September 30, 2024, respectively.

Fair Value Measurements

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

June 30, 2025

September 30, 2025

Cost Basis Unrealized

26 unchanged sentences

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 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

The following tables present assets and liabilities included in our consolidated balance sheets as of September 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:

September 30, 2025

Value Quoted Prices

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

As of September 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.

13 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Amount Fair Value Carrying

10 unchanged sentences

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 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.

For the three months ended September 30, 2025, we recorded an income tax provision of $ 105 million on pre-tax income of $ 565 million, or an effective tax rate of 18.6 %, compared to an income tax provision of $ 59 million on pre-tax income of $ 400 million, or an effective tax rate of 14.8 %, for the three months ended September 30, 2024.

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

For the nine months ended September 30, 2025, we recorded an income tax provision of $ 334 million on pre-tax income of $ 1.64 billion, or an effective tax rate of 20.4 %, compared to an income tax provision of $ 244 million on pre-tax income of $ 1.33 billion, or an effective tax rate of 18.4 %, for the nine months ended September 30, 2024.

Our income tax provision for the nine months ended September 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 nine months ended September 30, 2025 by 1.3 percentage points.

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.

Our effective tax rate for the three months ended September 30, 2025 of 18.6 %, which is based on pre-tax income of $ 565 million, including $ 107 million of earnings attributable to the noncontrolling interests, would be 4.3 percentage points higher if based on pre-tax income exclusive of the $ 107 million of earnings attributable to the noncontrolling interests.

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

Our effective tax rate for the nine months ended September 30, 2025 of 20.4 %, which is based on pre-tax income of $ 1.64 billion, including $ 252 million of earnings attributable to the noncontrolling interests, would be 3.7 percentage points higher if based on pre-tax income exclusive of the $ 252 million of earnings attributable to the noncontrolling interests.

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

CF INDUSTRIES HOLDINGS, INC.

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 was estimated to be approximately $ 40 million, consisting of interest refunds of $ 37 million and related interest of $ 3 million.

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

Financing Agreements

Revolving Credit Agreement

We have a senior unsecured revolving credit agreement (the Revolving Credit Agreement), which provides for a revolving credit facility of up to $ 750 million with a maturity of October 26, 2028 and includes a letter of credit sub-limit of $ 125 million.

On September 4, 2025, CF Holdings and CF Industries entered into the First Amended and Restated Revolving Credit Agreement (the Revolving Credit Agreement), which amended and restated our senior unsecured revolving credit facility that was scheduled to mature October 26, 2028 (the Prior Credit Agreement).

The Revolving Credit Agreement provides for revolving credit facility commitments of up to $ 750 million with a maturity of September 4, 2030 and has a letter of credit sub-limit of $ 125 million and a swingline loan sub-limit of $ 75 million.

Borrowings under the Revolving Credit Agreement may be used for working capital, capital expenditures, acquisitions, share repurchases and other general corporate purposes.

CF Industries is the lead borrower, and CF Holdings is the sole guarantor, under the Revolving Credit Agreement.

Borrowings under the Revolving Credit Agreement can be denominated in U.S.

CF Industries may designate as borrowers one or more wholly-owned subsidiaries that are organized in the United States or any state thereof, the District of Columbia, England and Wales or any other jurisdiction as mutually agreed to by all of the lenders party to the Revolving Credit Agreement, the administrative agent and CF Industries.

Borrowings under the Revolving Credit Agreement may be denominated in U.S.

dollars, Canadian dollars, euros and British pounds.

Borrowings in U.S.

dollars bear interest at a per annum rate equal to, at our option, an applicable adjusted term Secured Overnight Financing Rate or base rate plus, in either case, a specified margin.

dollars bear interest at a per annum rate equal to, at our option, an applicable adjusted term secured overnight financing rate (or a similar benchmark rate for non-U.S.

dollar borrowings) plus a specified margin, or base rate plus a specified margin.

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.

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

As of September 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 during the nine months ended September 30, 2025.

There were no borrowings outstanding under the Prior Credit Agreement as of December 31, 2024, or during the nine months ended September 30, 2025 or 2024.

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

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

As of September 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 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

As of September 30, 2025, approximately $ 334 million of letters of credit were outstanding under this agreement.

CF INDUSTRIES HOLDINGS, INC.

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

Effective Interest Rate September 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 $ 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.

Total unamortized debt discount was $ 5 million and $ 6 million as of September 30, 2025 and December 31, 2024, respectively, and total deferred debt issuance costs were $ 21 million and $ 23 million as of September 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.

1 unchanged sentence

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

September 30, Nine months ended

September 30,

2025 2024 2025 2024

2 unchanged sentences

$ 37 $ 37 $ 112 $ 112

Fees on financing agreements (1)

Fees on financing agreements and other (1)(2)

Interest on tax liabilities (3)

3 ( 37 ) 3 ( 37 )

Interest capitalized ( 3 ) ( 3 ) ( 9 ) ( 8 )

2 unchanged sentences

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

(2) Includes interest expense on a finance lease at one of our complexes.

(3) See Note 9—Income Taxes for additional information.

Variable Interest Entity

6 unchanged sentences

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

CF INDUSTRIES HOLDINGS, INC.

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.

1 unchanged sentence

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.

We are responsible for the development, construction, 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 once production commences.

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.

During the third quarter of 2025, we, JERA and Mitsui made capital contributions of $ 38 million, $ 33 million and $ 23 million, respectively, to the Blue Point joint venture.

During the nine months ended September 30, 2025, we, JERA and Mitsui made capital contributions of $ 195 million, $ 170 million and $ 121 million, respectively, to the Blue Point joint venture.

We funded $ 152 million of our contributions 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.

3 unchanged sentences

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.

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

September 30,

(in millions)

5 unchanged sentences

Total liabilities $ 88

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.

As of September 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 September 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.

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

CF INDUSTRIES HOLDINGS, INC.

Noncontrolling Interests

17 unchanged sentences

Declaration of distributions payable ( 304 ) — ( 304 ) ( 308 )

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

Balance as of September 30 $ 2,549 $ 297 $ 2,846 $ 2,543

Distributions payable to noncontrolling interest:

2 unchanged sentences

Distributions to noncontrolling interest ( 304 ) — ( 304 ) ( 308 )

Balance as of June 30 $ — $ — $ — $ —

CF INDUSTRIES HOLDINGS, INC.

Balance as of September 30 $ — $ — $ — $ —

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

3 unchanged sentences

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.

In October 2025, we completed the 2022 Share Repurchase Program and commenced repurchases under the 2025 Share Repurchase Program.

CF INDUSTRIES HOLDINGS, INC.

The following table summarizes the share repurchases under the 2022 Share Repurchase Program through September 30, 2025.

Shares Amounts (1)

10 unchanged sentences

Second quarter 2.8 202

Third quarter 4.3 364

Total shares repurchased in 2025 12.5 1,000

Shares repurchased as of June 30, 2025

Shares repurchased as of September 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 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.

In the nine months ended September 30, 2025, we repurchased approximately 12.5 million shares under the 2022 Share Repurchase Program for $ 1.00 billion, of which $ 5 million was accrued and unpaid as of September 30, 2025.

In the nine months ended September 30, 2025, we retired approximately 8.7 million shares of repurchased stock, and we held 4.3 million shares of treasury stock as of September 30, 2025.

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

Accumulated Other Comprehensive Loss

9 unchanged sentences

Effect of exchange rate changes and deferred taxes 55 — ( 5 ) 50

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

Balance as of September 30, 2025 $ ( 166 ) $ 3 $ ( 68 ) $ ( 231 )

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

1 unchanged sentence

Effect of exchange rate changes and deferred taxes 5 — ( 3 ) 2

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

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

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 and six months ended June 30, 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 nine months ended September 30, 2025 and 2024 are presented in the tables below.

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

8 unchanged sentences

Distribution and storage (3)

37 39 132 118

Other segment items (5)

19 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

69 54 264 176

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

Unrealized net mark-to-market (gain) loss on natural gas derivatives ( 1 ) 1 — ( 9 )

Depreciation and amortization (2)

1 unchanged sentence

Distribution and storage (3)

36 33 107 106

Other segment items (5)

8 unchanged sentences

Depreciation and amortization (2)

Distribution and storage (3)

Other segment items (5)

10 unchanged sentences

Other segment items (5)

43 36 112 107

Total cost of sales

3 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

16 unchanged sentences

Total other operating costs and expenses 58 82 288 228

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

Equity in earnings of operating affiliate 6 2 12 1

Operating earnings $ 580 $ 364 $ 1,683 $ 1,305

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 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.

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

For the nine months ended September 30, 2025 and 2024, depreciation and amortization does not include $ 25 million and $ 27 million, respectively, of depreciation and amortization allocated to Corporate, which includes amortization of definite-lived intangible assets.

For both the three months ended September 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 nine months ended September 30, 2025 and 2024, depreciation and amortization does not include $ 23 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 June 30, 2025 and December 31, 2024:

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

Ammonia Granular Urea UAN AN Other Total

(in millions)

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

Goodwill as of September 30, 2025 and 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