CF Industries Holdings, Inc. - Quarter Report: 2025 March (Form 10-Q)

OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

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incorporation or organization)

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Identification No.)

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(Address of principal executive offices)

(Registrant’s telephone number, including area code): ()

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Accelerated filer

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Non-accelerated filer

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Smaller reporting company

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☒

shares of the registrant’s common stock, par value $0.01 per share, were outstanding at May 5, 2025.

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CF INDUSTRIES HOLDINGS, INC.

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See accompanying Notes to Unaudited Consolidated Financial Statements.

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CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS


	(Unaudited)
	March 31, 2025	December 31, 2024
	(in millions, except share and per share amounts)
Assets
Current assets:
Cash and cash equivalents	$	$

Accounts receivable—net
Inventories

Prepaid income taxes
Other current assets
Total current assets
Property, plant and equipment—net
Investment in affiliate
Goodwill
Intangible assets—net
Operating lease right-of-use assets
Other assets
Total assets	$	$
Liabilities and Equity
Current liabilities:

Accounts payable and accrued expenses	$	$
Income taxes payable
Customer advances
Current operating lease liabilities

Other current liabilities
Total current liabilities
Long-term debt
Deferred income taxes
Operating lease liabilities
Supply contract liability
Other liabilities
Equity:
Stockholders’ equity:
Preferred stock—$ par value, shares authorized
Common stock—$ par value, shares authorized, 2025— shares issued and 2024— shares issued
Paid-in capital
Retained earnings
Treasury stock—at cost, 2025— shares and 2024— shares	()	()
Accumulated other comprehensive loss	()	()
Total stockholders’ equity
Noncontrolling interest
Total equity
Total liabilities and equity	$	$

See accompanying Notes to Unaudited Consolidated Financial Statements.

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CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

Common Stockholders

$0.01 Par
Value
Common
Stock

Treasury
Stock

Paid-In
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Loss

Total
Stockholders’ Equity

Noncontrolling
Interest

Total
Equity

(in millions, except per share amounts)

Balance as of December 31, 2024

()

Net earnings

Other comprehensive income

Purchases of treasury stock

()

Retirement of treasury stock

()

Acquisition of treasury stock under employee stock plans

()

Issuance of $ par value common stock under employee stock plans

Stock-based compensation expense

Dividends and dividend equivalents ($ per share)

()

Distribution declared to noncontrolling interest

()

Balance as of March 31, 2025

()

Balance as of December 31, 2023

()

Net earnings

Other comprehensive loss

()

Purchases of treasury stock

()

Acquisition of treasury stock under employee stock plans

()

Issuance of $ par value common stock under employee stock plans

Stock-based compensation expense

Dividends and dividend equivalents ($ per share)

()

Distribution declared to noncontrolling interest

()

Balance as of March 31, 2024

()

See accompanying Notes to Unaudited Consolidated Financial Statements.

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CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three months ended March 31,
	2025	2024
	(in millions)
Operating Activities:
Net earnings	$	$
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
Deferred income taxes	()	()
Stock-based compensation expense


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






Loss on disposal of property, plant and equipment
Loss on sale of Ince facility
Undistributed earnings of affiliate—net of taxes	()	()
Changes in assets and liabilities:
Accounts receivable—net	()	()
Inventories	()
Accrued and prepaid income taxes
Accounts payable and accrued expenses		()
Customer advances		()
Other—net		()
Net cash provided by operating activities
Investing Activities:
Additions to property, plant and equipment	()	()

Proceeds from sale of property, plant and equipment
Proceeds from sale of Ince facility





Purchase of emission credits		()


Net cash used in investing activities	()	()
Financing Activities:





Dividends paid on common stock	()	()

Distributions to noncontrolling interest	()	()
Purchases of treasury stock	()	()
Proceeds from issuances of common stock under employee stock plans
Cash paid for shares withheld for taxes	()	()

Net cash used in financing activities	()	()
Effect of exchange rate changes on cash and cash equivalents		()
Decrease in cash and cash equivalents	()	()
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period	$	$

See accompanying Notes to Unaudited Consolidated Financial Statements.

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CF INDUSTRIES HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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CF INDUSTRIES HOLDINGS, INC.

3. Revenue Recognition

$ $ $ $ $ Europe and other $

Diluted earnings per common share is calculated using weighted-average common shares outstanding, including the dilutive effect of stock-based awards as determined under the treasury stock method. 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 in both the three months ended March 31, 2025 and 2024.

5. Inventories

$ Raw materials, spare parts and supplies Total inventories$ $

6. Property, Plant and Equipment—Net

$ Machinery and equipment Buildings and improvements Construction in progress

Property, plant and equipment(1)

Less: Accumulated depreciation and amortization Property, plant and equipment—net$ $

_______________________________________________________________________________

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

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

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CF INDUSTRIES HOLDINGS, INC.

$ Additions Depreciation()()Effect of exchange rate changes and other()()

Net capitalized plant turnaround costs as of March 31

$ $

United Kingdom Operations

In the second quarter of 2022, we approved and announced our proposed plan to restructure our U.K. operations, including the planned permanent closure of the Ince facility, which had been idled since September 2021. For property, plant and equipment within the Ince, U.K. asset group, an asset group planned for abandonment, we first considered use of a market or income-based valuation method. However, given that a secondary market did not exist and the assets had been idled with a planned abandonment and therefore would not generate future cash flows from operations, we estimated the fair value of the asset group by determining the replacement cost of the underlying assets and then adjusting each of the asset categories to an estimated salvage value utilizing industry recognized price publications. In the third quarter of 2022, the final restructuring plan was approved, and the facility was subsequently decommissioned.

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

7. Equity Method Investment

% ownership interest in Point Lisas Nitrogen Limited (PLNL), which operates an ammonia production facility in Trinidad and Tobago. We include our share of the net earnings from this equity method investment as an element of earnings from operations because PLNL provides additional production to our operations and is integrated with our other supply chain and sales activities in the Ammonia segment.

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

We have transactions in the normal course of business with PLNL reflecting our obligation to purchase % of the ammonia produced by PLNL at current market prices. Our ammonia purchases from PLNL totaled $ million and $ million for the three months ended March 31, 2025 and 2024, respectively.

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CF INDUSTRIES HOLDINGS, INC.

8. Fair Value Measurements

$— $— $ Cash equivalents:U.S. and Canadian government obligations Other debt securities Total cash and cash equivalents$ $ $ $ Nonqualified employee benefit trusts

December 31, 2024

Cost Basis

Unrealized
Gains

Unrealized
Losses

Fair Value

(in millions)

Cash

—

Cash equivalents:

U.S. and Canadian government obligations

Other debt securities

Total cash and cash equivalents

Nonqualified employee benefit trusts

Under our short-term investment policy, we may invest our cash balances, either directly or through mutual funds, in several types of investment-grade securities, including notes and bonds issued by governmental entities or corporations and also in bank deposits. Securities issued by governmental entities include those issued directly by the U.S. and Canadian federal governments; those issued by state, local or other governmental entities; and those guaranteed by entities affiliated with governmental entities.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

$ $ $ Nonqualified employee benefit trusts Derivative assets Derivative liabilities() ()

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CF INDUSTRIES HOLDINGS, INC.

$ $ $ Nonqualified employee benefit trusts Derivative assets Derivative liabilities() ()

Cash Equivalents

As of March 31, 2025 and December 31, 2024, our cash equivalents consisted primarily of U.S. and Canadian government obligations and money market mutual funds that invest in U.S. government obligations and other investment-grade securities.

Nonqualified Employee Benefit Trusts

We maintain trusts associated with certain nonqualified supplemental pension plans. The fair values of the trust assets are based on daily quoted prices in an active market and are included on our consolidated balance sheets in other assets. Debt securities are accounted for as available-for-sale securities, and changes in fair value are reported in other comprehensive income. Changes in the fair value of available-for-sale equity securities in the trust assets are recognized through earnings.

Derivative Instruments

The derivative instruments that we use are primarily natural gas fixed price swaps, basis swaps and options traded in the over-the-counter markets with multi-national commercial banks, other major financial institutions or large energy companies. The natural gas derivative contracts represent anticipated natural gas needs for future periods, and settlements are scheduled to coincide with anticipated natural gas purchases during those future periods. The natural gas derivative contracts settle using primarily a NYMEX futures price index. 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.

Financial Instruments

$ $ $

The fair value of our long-term debt was based on quoted prices for identical or similar liabilities in markets that are not active or valuation models in which all significant inputs and value drivers are observable and, as a result, they are classified as Level 2 inputs.

The carrying amounts of cash and cash equivalents, as well as any instruments included in other current assets and other current liabilities that meet the definition of financial instruments, approximate fair values because of their short-term maturities.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

We also have assets and liabilities that may be measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on 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

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CF INDUSTRIES HOLDINGS, INC.

9. Income Taxes

million on pre-tax income of $ million, or an effective tax rate of %, compared to an income tax provision of $ million on pre-tax income of $ million, or an effective tax rate of %, for the three months ended March 31, 2024.

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

10. Financing Agreements

million with a maturity of October 26, 2028 and includes a letter of credit sub-limit of $ 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. 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. 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 March 31, 2025, we had unused borrowing capacity under the Revolving Credit Agreement of $ million and outstanding letters of credit under the Revolving Credit Agreement. In addition, there were borrowings outstanding under the Revolving Credit Agreement as of December 31, 2024, or during the three months ended March 31, 2025 or 2024.

The Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including a financial covenant. As of March 31, 2025, we were in compliance with all covenants under the Revolving Credit Agreement.

Letters of Credit Under Bilateral Agreement

We are party to a bilateral agreement providing for the issuance of up to $ million of letters of credit. As of March 31, 2025, approximately $ million of letters of credit were outstanding under this agreement.

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CF INDUSTRIES HOLDINGS, INC.

% due March 2034%$ $ $ $

% due June 2043

% due March 2044

% Senior Secured Notes:

% due December 2026(2)

% Total long-term debt$ $ $ $ ) $

_______________________________________________________________________________

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

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CF INDUSTRIES HOLDINGS, INC.

12. Noncontrolling Interest

% 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. $ Earnings attributable to noncontrolling interest Declaration of distributions payable()()Balance as of March 31$ $ Distributions payable to noncontrolling interest:Balance as of January 1$ $ Declaration of distributions payable Distributions to noncontrolling interest()()Balance as of March 31$ $

million tons of granular urea and tons of UAN at market prices. As a result of its equity interest in CFN, CHS is entitled to semi-annual cash distributions from CFN. We are also entitled to semi-annual cash distributions from CFN. 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.

13.

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.

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CF INDUSTRIES HOLDINGS, INC.

$ Shares repurchased in 2024:First quarter Second quarter Third quarter Fourth quarter Total shares repurchased in 2024 Shares repurchased in 2025:First quarter

Shares repurchased as of March 31, 2025

$ Defined
Benefit
PlansAccumulated
Other
Comprehensive
Income (Loss) (in millions) $()$() $()$() $()$()

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CF INDUSTRIES HOLDINGS, INC.

14. Segment Disclosures

Cost of sales:

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

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

Depreciation and amortization(2)

Distribution and storage(3)

Freight(4)

Other segment items(5)

Total cost of sales

Gross margin$ $ $

Cost of sales:

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

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

Depreciation and amortization(2)

Distribution and storage(3)

Freight(4)

Other segment items(5)

Total cost of sales

Gross margin$ $

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CF INDUSTRIES HOLDINGS, INC.

Cost of sales:

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

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

Depreciation and amortization(2)

Distribution and storage(3)

Freight(4)

Other segment items(5)

Total cost of sales

Gross margin$ $



AN
Net sales	$	$
Cost of sales:
Natural gas, including the impact of realized derivatives(1)
Unrealized net mark-to-market gain on natural gas derivatives		()
Depreciation and amortization(2)

Freight(4)
Other segment items(5)
Total cost of sales
Gross margin	$	$


Other(6)
Net sales	$	$
Cost of sales:
Natural gas, including the impact of realized derivatives(1)
Unrealized net mark-to-market gain on natural gas derivatives		()
Depreciation and amortization(2)

Freight(4)
Other segment items(5)
Total cost of sales
Gross margin	$	$

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CF INDUSTRIES HOLDINGS, INC.

Cost of sales:

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

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

Depreciation and amortization(2)

Distribution and storage(3)

Freight(4)

Other segment items(5)

Total cost of sales

Gross margin$ $ Total other operating costs and expenses Equity in earnings of operating affiliate Operating earnings$ $

_______________________________________________________________________________

(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 $ million and $ 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 $ million of amortization related to the supply contract liability, which is recognized in net sales. See Note 3—Revenue Recognition for additional information on the supply contract liability.

(3)Distribution and storage costs consist of the cost of freight required to transport finished products from our manufacturing facilities to our distribution facilities and the costs to operate our network of distribution facilities in North America.

(4)Freight costs consist of the costs incurred by us to deliver products from one of our plants or distribution facilities to the customer. Freight costs are generally charged to the customer and included in net sales. In situations when control of the product transfers upon loading and the customer requests that we arrange delivery of the product, the amount of freight included in net sales is considered freight revenue.

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

(6)Other consists of all other products not included in our Ammonia, Granular Urea, UAN or AN segments. All other products primarily include DEF, urea liquor, nitric acid and aqua ammonia.

Our assets, with the exception of goodwill, are not monitored by or reported to our CODM by segment; therefore, we do not present total assets by segment.

$ $ $ $ $ 2024

2025 v. 2024

3.19 0.49 15 %

2 $1 $(33)$(26)1 1 1 21 — — — 3 2

88 (4)(5)%3 (3)(100)%108 13 12 %(30)13 43 %62 24 39 %3.68 $3.19 $0.49 15 %4.28 $2.43 $1.85 76 %341 (19)(6)%___________________________________________________________________________

N/M—Not Meaningful

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

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CF INDUSTRIES HOLDINGS, INC.

(2)Includes realized gains and losses on natural gas derivatives settled during the period. Excludes unrealized mark-to-market gains and losses on natural gas derivatives.

(3)Gross ammonia production, including amounts subsequently upgraded on-site into granular urea, UAN, or AN.

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

First Quarter of 2025 Compared to First Quarter of 2024

Net Sales

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

Our total sales volume was 5.0 million product tons in the first three months of 2025 compared to 4.5 million product tons in the first three months of 2024, as higher sales volume in our UAN, Ammonia, Granular Urea and Other segments was partially offset by lower sales volume in our AN segment. The impact of higher sales volume was an increase in net sales of approximately $176 million.

Our average selling price was $332 per ton in the first three months of 2025 compared to $325 per ton in the first three months of 2024, due to higher average selling prices across most of our segments as higher global energy costs raised the global market clearing price required to meet global demand. See “Market Conditions and Current Developments—Nitrogen Selling Prices,” above, for additional information about the factors impacting global energy costs. The impact of higher average selling prices was an increase in net sales of approximately $17 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Cost of Sales

Our total cost of sales increased $30 million, or 3%, to $1.09 billion in the first three months of 2025 from $1.06 billion in the first three months of 2024. The increase in our cost of sales primarily reflects an increase in sales volume, which increased cost of sales by $80 million, and higher costs for natural gas, including the impact of realized derivatives, which increased cost of sales by $40 million. These factors that increased cost of sales in the first three months of 2025 were partially offset by lower costs associated with maintenance activity in the first three months of 2025 compared to the first three months of 2024, due in part to a winter storm in January 2024 that produced extremely cold temperatures that impacted our operations. As a result of the adverse weather in the first three months of 2024, we incurred additional maintenance costs and lost production.

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

Cost of sales averaged $218 per ton in the first three months of 2025, a 7% decrease compared to $235 per ton in the first three months of 2024. Our cost of natural gas, including the impact of realized derivatives, increased 15% to $3.68 per MMBtu in the first three months of 2025 from $3.19 per MMBtu in the first three months of 2024.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased $4 million to $84 million in the first three months of 2025 compared to $88 million in the first three months of 2024. The decrease was due primarily to lower costs related to certain employee benefit programs, partially offset by higher costs related to certain corporate initiatives.

U.K. Operations Restructuring

In the second quarter of 2022, we approved and announced our proposed plan to restructure our U.K. operations, including the planned permanent closure of the Ince facility, which had been idled since September 2021. In the third quarter of 2022, the final restructuring plan was approved, and the facility was subsequently decommissioned. In the first quarter of 2025, we sold our Ince facility and recognized a loss of $23 million. See Note 6—Property, Plant and Equipment—Net for additional information on the sale of our Ince facility.

Integration Costs

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

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CF INDUSTRIES HOLDINGS, INC.

Other Operating—Net

Other operating—net was $14 million of expense in the first three months of 2025 compared to $17 million of expense in the first three months of 2024. The lower expense was due primarily to higher losses on disposals of property, plant and equipment in the first three months of 2024. In both the first three months of 2025 and 2024, the expense recognized consists primarily of costs related to front-end engineering and design studies for our clean energy initiatives. See “Our Strategy,” above, for additional information related to our clean energy initiatives.

Equity in Earnings of Operating Affiliate

Equity in earnings of operating affiliate was $4 million in the first three months of 2025 compared to $2 million in the first three months of 2024. Higher equity in earnings of operating affiliate in the first three months of 2025 compared to the first three months of 2024 reflects an increase in the operating results of PLNL due primarily to higher ammonia selling prices, partially offset by higher natural gas costs.

Interest Expense

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

Interest Income

Interest income was $17 million in the first three months of 2025 compared to $30 million in the first three months of 2024. The decrease of $13 million was due primarily to lower interest income due to a decrease in short-term investments.

Income Tax Provision

For the 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 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, or 21.7%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interest of $39 million. Our effective tax rate for the three months ended March 31, 2024 of 20.7%, which is based on pre-tax income of $300 million, including $44 million of earnings attributable to the noncontrolling interest, would be 3.6 percentage points higher, or 24.3%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interest of $44 million.

Net Earnings Attributable to Noncontrolling Interest

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

Diluted Net Earnings Per Share Attributable to Common Stockholders

Diluted net earnings per share attributable to common stockholders increased $0.82, or 80%, to $1.85 per share in the first three months of 2025 from $1.03 per share in the first three months of 2024. This increase was due primarily to an increase in gross margin, driven by higher sales volume and average selling prices, partially offset by higher costs for natural gas. The increase in gross margin also reflects lower maintenance activity as described under Cost of Sales, above. Higher gross margin was partially offset by an increase in the income tax provision resulting from higher profitability and the loss on the sale of our previously decommissioned Ince facility. Additionally, diluted weighted-average common shares outstanding declined 10% from 188.1 million shares for the three months ended March 31, 2024 to 168.8 million shares for the three months ended March 31, 2025, due primarily to repurchases of common shares under our share repurchase program.

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CF INDUSTRIES HOLDINGS, INC.

Operating Results by Business Segment

Our reportable segments consist of Ammonia, Granular Urea, UAN, AN and Other. These segments are differentiated by products. Our management uses gross margin to evaluate segment performance and allocate resources. Total other operating costs and expenses (consisting primarily of selling, general and administrative expenses and other operating—net) and non-operating expenses (consisting primarily of interest and income taxes), are centrally managed and are not included in the measurement of segment profitability reviewed by management. The following table presents summary operating results by business segment:

Ammonia

Granular Urea(1)

UAN(1)

AN(1)

Other(1)

Consolidated

(dollars in millions)

(12)

N/M

— $(9)$9 100 %

73 $69 $4 6 %1 $(10)$11 N/M

— $(1)$1 100 %

— $(1)$1 100 %_______________________________________________________________________________

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

First Quarter of 2025 Compared to First Quarter of 2024

Net Sales. Net sales in our Other segment increased by $11 million, or 9%, to $133 million in the three months ended March 31, 2025 from $122 million in the three months ended March 31, 2024 due to a 5% increase in average selling prices and a 3% increase in sales volume. Average selling prices increased by 5% as higher global energy costs raised the global market clearing price required to meet global demand. The increase in sales volume was due primarily to higher DEF and urea liquor sales volume, partially offset by lower nitric acid sales volume.

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

Gross Margin. Gross margin in our Other segment increased by $17 million, or 45%, to $55 million in the three months ended March 31, 2025 from $38 million in the three months ended March 31, 2024, and our gross margin percentage was 41.4% in the three months ended March 31, 2025 compared to 31.1% in the three months ended March 31, 2024. The increase in gross margin was due primarily to a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $11 million, a 5% increase in average selling prices, which increased gross margin by $6 million, and a 3% increase in sales volume, which increased gross margin by $4 million. These factors that increased gross margin were partially offset by an increase in realized natural gas costs, including the impact of realized derivatives, which decreased gross margin by $3 million. Gross margin also includes the impact of a $1 million unrealized net mark-to-market gain on natural gas derivatives in the three months ended March 31, 2024.

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CF INDUSTRIES HOLDINGS, INC.

Liquidity and Capital Resources

Our primary uses of cash are generally for operating costs, working capital, capital expenditures, debt service, investments, taxes, share repurchases, dividends, and our clean energy initiatives. Our working capital requirements are affected by several factors, including demand for our products, selling prices, raw material costs, freight costs and seasonal factors inherent in the business. We may also utilize our cash to fund acquisitions. In addition, we may from time to time seek to retire or purchase our outstanding debt through cash purchases, in open market or privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Generally, our primary source of cash is cash from operations, which includes cash generated by customer advances. We may also from time to time access the capital markets or engage in borrowings under our revolving credit agreement.

As of March 31, 2025, our cash and cash equivalents balance was $1.41 billion, a decrease of $208 million from $1.61 billion at December 31, 2024. At March 31, 2025, we were in compliance with all applicable covenant requirements under our revolving credit agreement and senior notes, and unused borrowing capacity under our revolving credit agreement was $750 million.

Cash Equivalents

Cash equivalents include highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less. Under our short-term investment policy, we may invest our cash balances, either directly or through mutual funds, in several types of investment-grade securities, including notes and bonds issued by governmental entities or corporations. Securities issued by governmental entities include those issued directly by the U.S. and Canadian federal governments; those issued by state, local or other governmental entities; and those guaranteed by entities affiliated with governmental entities.

Blue Point Joint Venture

On April 8, 2025, we announced that we formed a joint venture, Blue Point Number One, LLC, with JERA and Mitsui for the construction, production and offtake of low-carbon ammonia. Upon formation, we held 40% ownership, JERA held 35% ownership, and Mitsui held 25% ownership in the joint venture. Under the terms of the joint venture’s limited liability company agreement, JERA has a conditional option to reduce its ownership percentage that expires on December 31, 2025. If the specified condition is met, JERA can reduce its ownership below 35% but not lower than 20%. We would have the right and obligation to increase our ownership by the same amount that JERA reduces its ownership.

At our Blue Point complex in Ascension Parish, Louisiana, the Blue Point joint venture is expected to construct an ATR ammonia production facility with a CO2 dehydration and compression unit to prepare captured CO2 for transportation and sequestration. Pre-construction activities and engineering evaluations at our Blue Point complex will begin in 2025. Construction of the ammonia production facility is expected to begin in 2026, with low-carbon ammonia production expected to begin in 2029.

We estimate that the cost of the low-carbon ATR ammonia production facility with CCS technologies will be approximately $4 billion. We anticipate that approximately one-third of the estimated cost is related to materials that will be imported to the United States, with the majority of imported materials expected to arrive in Louisiana in 2028. Pursuant to periodic joint venture capital calls, the joint venture members will fund the cost of the facility’s engineering, procurement and construction according to their ownership percentages. As a result of the consolidation of the Blue Point joint venture in our financial statements, including our consolidated balance sheets, our cash and cash equivalents balance at each financial statement date will reflect the total cash and cash equivalents held by the joint venture.

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

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

Capital Spending

We make capital expenditures to sustain our asset base, increase our capacity or capabilities, improve plant efficiency, comply with various environmental, health and safety requirements, and invest in our clean energy strategy. Capital expenditures totaled $132 million in the first three months of 2025 compared to $98 million in the first three months of 2024.

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The Blue Point joint venture will be consolidated in our financial statements, including our statements of cash flows. We currently anticipate that our consolidated capital expenditures for the full year 2025 to be in the range of $800 million to $900 million, consisting of approximately $500 million for our existing operations and approximately $300 million to $400 million representing the joint venture’s planned capital expenditures related to construction of the low-carbon ATR ammonia production facility at our Blue Point complex. Also, we anticipate our 2025 capital spending related to the construction of the Blue Point complex scalable infrastructure will be approximately $25 million.

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

Planned capital expenditures are generally subject to change due to delays in regulatory approvals or permitting, unanticipated increases in cost, changes in scope and completion time, engineering and construction change orders, performance of third parties, delays in the receipt of equipment, adverse weather, defects in materials and workmanship, labor or material shortages, impact of tariffs, retaliatory measures or other changes in trade policy, transportation constraints, acceleration or delays in the timing of the work and other unforeseen difficulties. Any of these changes in planned capital expenditures, individually or in the aggregate, could have a material impact on our results of operations and cash flows. See “—Forward-Looking Statements” for additional risks related to our planned capital expenditures.

Share Repurchase Programs

Our Board of Directors (the Board) has authorized certain programs to repurchase shares of our common stock. These programs have generally permitted repurchases to be made from time to time in the open market, through privately-negotiated transactions, through block transactions, through accelerated share repurchase programs or otherwise. The manner, timing and amount of repurchases will be determined by our management based on the evaluation of market conditions, stock price and other factors.

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



	Shares	Amounts(1)
	(in millions)













Shares repurchased in 2023	5.6	$	425

Shares repurchased in 2024:
First quarter	4.3	347
Second quarter	4.0	305
Third quarter	6.1	476
Fourth quarter	4.4	385
Total shares repurchased in 2024	18.8	1,513
Shares repurchased in 2025:
First quarter	5.4	434
Shares repurchased as of March 31, 2025	29.8	$	2,372

______________________________________________________________________________

(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. As of March 31, 2025, we held approximately 5.6 million shares of treasury stock. In the three months ended March 31, 2024, we repurchased approximately 4.3 million shares under the 2022 Share Repurchase Program for $347 million, of which $14 million was accrued and unpaid as of March 31, 2024.

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

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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 through 2011, we paid additional income taxes and related interest of $124 million and $100 million, respectively, to the Canada Revenue Agency (CRA) and Alberta Tax and Revenue Administration (Alberta TRA). In the third quarter of 2024, we were informed that the CRA granted us discretionary interest relief for certain tax years from 2006 through 2011. In the fourth quarter of 2024, we received interest relief from the CRA consisting of interest refunds of $21 million and related interest of $2 million. In addition, interest relief from the Alberta TRA is estimated to be approximately $16 million, consisting of interest refunds of $15 million and related interest of $1 million, based on current estimates and foreign currency exchange rates as of March 31, 2025. We expect to receive the interest refunds from the Alberta TRA in the second quarter of 2025.

Debt

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. 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.

As of March 31, 2025, we had unused borrowing capacity under the Revolving Credit Agreement of $750 million and no outstanding letters of credit under the Revolving Credit Agreement. In addition, there were no borrowings outstanding under the Revolving Credit Agreement as of December 31, 2024, or during the three months ended March 31, 2025 or 2024.

Letters of Credit Under Bilateral Agreement

We are party to a bilateral agreement providing for the issuance of up to $425 million of letters of credit. As of March 31, 2025, approximately $324 million of letters of credit were outstanding under this agreement.

Senior Notes

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


	Effective Interest Rate	March 31, 2025				December 31, 2024
		Principal Outstanding		Carrying Amount(1)		Principal Outstanding		Carrying Amount(1)
		(in millions)
Public Senior Notes:



5.150% due March 2034	5.293%	$	750	$	742	$	750	$	742
4.950% due June 2043	5.040%	750		742		750		742
5.375% due March 2044	5.478%	750		741		750		741
Senior Secured Notes:

4.500% due December 2026(2)	4.783%	750		747		750		746
Total long-term debt		$	3,000	$	2,972	$	3,000	$	2,971

_______________________________________________________________________________

(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.

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

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Under the indentures (including the applicable supplemental indentures) governing our senior notes due 2034, 2043 and 2044 identified in the table above (the Public Senior Notes), each series of Public Senior Notes is guaranteed by CF Holdings. Under the indenture governing the 4.500% senior secured notes due 2026 (the 2026 Notes) identified in the table above, the 2026 Notes are guaranteed by CF Holdings.

Interest on the Public Senior Notes and the 2026 Notes is payable semiannually, and the Public Senior Notes and the 2026 Notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices.

Forward Sales and Customer Advances

We offer our customers the opportunity to purchase products from us on a forward basis at prices and on delivery dates we propose. Therefore, our reported fertilizer selling prices and margins may differ from market spot prices and margins available at the time of shipment.

Customer advances, which typically represent a portion of the contract’s value, are received shortly after the contract is executed, with any remaining unpaid amount generally being collected by the time control transfers to the customer, thereby reducing or eliminating the accounts receivable related to such sales. Any cash payments received in advance from customers in connection with forward sales contracts are reflected on our consolidated balance sheets as a current liability until control transfers and revenue is recognized. As of March 31, 2025 and December 31, 2024, we had $241 million and $118 million, respectively, in customer advances on our consolidated balance sheets.

While customer advances are generally a significant source of liquidity, the level of forward sales contracts is affected by many factors, including current market conditions, our customers’ outlook of future market fundamentals and seasonality. During periods of declining prices, customers tend to delay purchasing fertilizer in anticipation that prices in the future will be lower than the current prices. If the level of sales under our forward sales programs were to decrease in the future, our cash received from customer advances would likely decrease and our accounts receivable balances would likely increase. Additionally, borrowing under the Revolving Credit Agreement could become necessary. Due to the volatility inherent in our business and changing customer expectations, we cannot estimate the amount of future forward sales activity.

Under our forward sales programs, a customer may delay delivery of an order due to weather conditions or other factors. These delays generally subject the customer to potential charges for storage or may be grounds for termination of the contract by us. Such a delay in scheduled shipment or termination of a forward sales contract due to a customer’s inability or unwillingness to perform may negatively impact our reported sales.

Derivative Financial Instruments

We use derivative financial instruments to reduce our exposure to changes in prices for natural gas that will be purchased in the future. Natural gas is the largest and most volatile component of our manufacturing cost for nitrogen-based products. From time to time, we may also use derivative financial instruments to reduce our exposure to changes in foreign currency exchange rates. Volatility in reported quarterly earnings can result from the unrealized mark-to-market adjustments in the value of the derivatives. As of March 31, 2025, our open natural gas derivative contracts consisted of natural gas basis swaps for 5.8 million MMBtus of natural gas. As of December 31, 2024, our open natural gas derivative contracts consisted of natural gas fixed price swaps and basis swaps for 16.0 million MMBtus of natural gas.

Defined Benefit Pension Plans

We did not contribute any amounts to our pension plans in the three months ended March 31, 2025. Over the remainder of 2025, we expect to contribute approximately $6 million to our pension plans. In 2026 and 2027, we expect to contribute approximately $14 million and $4 million, respectively, to our U.K. pension plans, as currently agreed with the plans’ trustees.

Distributions to Noncontrolling Interest in CFN

On January 31, 2025, the CFN Board of Managers approved semi-annual distribution payments for the distribution period ended December 31, 2024 in accordance with CFN’s limited liability company agreement, and on January 31, 2025, CFN distributed $129 million to CHS for this distribution period. The estimate of the partnership distribution earned by CHS, but not yet declared, for the first quarter of 2025 is approximately $71 million.

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CF INDUSTRIES HOLDINGS, INC.

Cash Flows

Net cash provided by operating activities during the first three months of 2025 was $586 million, an increase of $141 million, compared to $445 million in the first three months of 2024. The increase in cash flow from operations was due primarily to higher net earnings and changes in net working capital. Net earnings for the first three months of 2025 was $351 million compared to $238 million for the first three months of 2024, an increase of $113 million. The increase in net earnings was due primarily to an increase in gross margin, driven by higher sales volume and increased average selling prices, partially offset by higher natural gas costs. During the first three months of 2025, net changes in working capital contributed $25 million more toward net cash from operations than in the first three months of 2024. These changes primarily occurred in customer advances, partially offset by accounts receivable.

Net cash used in investing activities was $126 million in the first three months of 2025 compared to $100 million in the first three months of 2024. Capital expenditures totaled $132 million during the first three months of 2025 compared to $98 million in the first three months of 2024.

Net cash used in financing activities was $671 million in the first three months of 2025 compared to $602 million in the first three months of 2024. The increase was due primarily to an increase in share repurchases, partially offset by a decrease in distributions to noncontrolling interest and dividends paid. In the first three months of 2025, we paid $444 million for share repurchases compared to $339 million paid for share repurchases in the first three months of 2024. In the first three months of 2025, distributions to the noncontrolling interest were $129 million compared to $144 million in the first three months of 2024. In the first three months of 2025, dividends paid on common stock was $86 million compared to $97 million in the first three months of 2024.

Critical Accounting Estimates

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

Recent Accounting Pronouncements

See Note 2—New Accounting Standards for a discussion of recent accounting pronouncements.

Forward-Looking Statements

From time to time, in this Quarterly Report on Form 10-Q as well as in other written reports and oral statements, we make forward-looking statements that are not statements of historical fact and may involve a number of risks and uncertainties. These statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to our prospects, future developments and business strategies. We use the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” or “would” and similar terms and phrases, including references to assumptions, to identify forward-looking statements. These forward-looking statements are made based on currently available competitive, financial and economic data, our current expectations, estimates, forecasts and projections about the industries and markets in which we operate and management’s beliefs and assumptions concerning future events affecting us. These statements are not guarantees of future performance and are subject to risks, uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Therefore, our actual results may differ materially from what is expressed in or implied by any forward-looking statements. We caution you not to place undue reliance on any forward-looking statements. We do not undertake any responsibility to release publicly any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this document. Additionally, we do not undertake any responsibility to provide updates regarding the occurrence of any unanticipated events which may cause actual results to differ from those expressed or implied by the forward-looking statements contained in this document.

Important factors that could cause actual results to differ materially from our expectations are disclosed under “Risk Factors” in Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 20, 2025. Such factors include, among others:

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

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

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

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CF INDUSTRIES HOLDINGS, INC.

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

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

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

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

•weather conditions and the impact of adverse weather events;

•the seasonality of the fertilizer business;

•the impact of changing market conditions on our forward sales programs;

•difficulties in securing the supply and delivery of raw materials or utilities, increases in their costs or delays or interruptions in their delivery;

•reliance on third party providers of transportation services and equipment;

•our reliance on a limited number of key facilities;

•risks associated with cybersecurity;

•acts of terrorism and regulations to combat terrorism;

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

•risks associated with international operations;

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

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

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

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

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

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

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

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

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CF INDUSTRIES HOLDINGS, INC.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

See Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for information on our market risk exposure due to changes in commodity prices, interest rates and foreign currency exchange rates, and our utilization of natural gas derivatives and an analysis of the sensitivity of these derivatives. As of March 31, 2025, we had natural gas derivative contracts for 5.8 million MMBtus covering certain periods through March 2026.

ITEM 4. CONTROLS AND PROCEDURES.

(a) Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, the Company’s principal executive officer and principal financial officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in (i) ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

While there was no impact on the Company’s internal control over financial reporting during the quarter ended March 31, 2025, the Company began implementing a new procurement and plant asset management system in the second quarter of 2025. Related changes in its internal control over financial reporting are expected due to the implementation.

PART II—OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table sets forth share repurchases, on a trade date basis, for each of the three months of the quarter ended March 31, 2025.


	Issuer Purchases of Equity Securities
Period	Total number of shares (or units) purchased		Average price paid per share (or unit)(1)		Total number of shares (or units) purchased as part of publicly announced plans or programs(2)	Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (in thousands)(2)
January 1, 2025 - January 31, 2025	539,031	(3)	$	88.32	467,272	$	1,020,541
February 1, 2025 - February 28, 2025	2,224,619	(4)	80.41		2,145,264	848,085
March 1, 2025 - March 31, 2025	2,847,758	(5)	77.26		2,847,434	628,086
Total	5,611,408		$	79.57	5,459,970

_______________________________________________________________________________

(1)Average price paid per share of CF Industries Holdings, Inc. (CF Holdings) common stock repurchased under the 2022 Share Repurchase Program, as defined below, is the execution price, excluding commissions paid to brokers and excise taxes.

(2)On November 2, 2022, we announced that our Board of Directors 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). This share repurchase program is discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Share Repurchase Programs in Part I of this Quarterly Report on Form 10-Q and in Note 13—Stockholders’ Equity, in the Notes to Unaudited Consolidated Financial Statements included in Item 1. Financial Statements in Part I of this Quarterly Report on Form 10-Q.

(3)Includes 71,759 shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units.

(4)Includes 79,355 shares withheld to pay employee tax obligations upon the lapse of restrictions on performance restricted stock units.

(5)Includes 324 shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units.

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ITEM 5. OTHER INFORMATION.

During the quarter ended March 31, 2025, there were no Rule 10b5-1 trading arrangements (as defined in Item 408(a) of Regulation S-K) or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) or by any director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of CF Industries Holdings, Inc., except as follows:

, , , a Rule 10b5-1 trading arrangement for the sale of up to shares of Common Stock, subject to certain conditions, between June 13, 2025 and .

, , , a Rule 10b5-1 trading arrangement for the sale of up to shares of Common Stock, subject to certain conditions, between June 20, 2025 and .

ITEM 6. EXHIBITS.


A list of exhibits filed with this Quarterly Report on Form 10-Q (or incorporated by reference to exhibits previously filed or furnished) is provided in the Exhibit Index below.

EXHIBIT INDEX


Exhibit No.			Description
31.1			Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2			Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1			Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2			Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101			The following financial information from CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language): (1) Consolidated Statements of Operations, (2) Consolidated Statements of Comprehensive Income, (3) Consolidated Balance Sheets, (4) Consolidated Statements of Equity, (5) Consolidated Statements of Cash Flows, and (6) Notes to Unaudited Consolidated Financial Statements
104			Cover Page Interactive Data File (embed within the Inline XBRL document and included in Exhibit 101)

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CF INDUSTRIES HOLDINGS, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	CF INDUSTRIES HOLDINGS, INC.
Date: May 8, 2025	By:	/s/ W. ANTHONY WILL
		W. Anthony Will President and Chief Executive Officer (Principal Executive Officer)
Date: May 8, 2025	By:	/s/ GREGORY D. CAMERON
		Gregory D. Cameron Executive Vice President and Chief Financial Officer (Principal Financial Officer)


PART I.	Financial Information
	Item 1.			Financial Statements (unaudited)
				Consolidated Statements of Operations	1
				Consolidated Statements of Comprehensive Income	2
				Consolidated Balance Sheets	3
				Consolidated Statements of Equity	4
				Consolidated Statements of Cash Flows	5
				Notes to Unaudited Consolidated Financial Statements	6
	Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
	Item 3.			Quantitative and Qualitative Disclosures About Market Risk	41
	Item 4.			Controls and Procedures	41
PART II.	Other Information









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CF Industries Holdings, Inc. - Quarter Report: 2025 March (Form 10-Q)

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