Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read the following discussion and analysis in conjunction with our annual consolidated financial statements and related notes and our discussion and analysis of financial condition and results of operations that were included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (SEC) on February 22, 2024, as well as Item 1. Financial Statements in Part I of this Quarterly Report on Form 10-Q. All references to “CF Holdings,” “we,” “us,” “our” and “the Company” refer to CF Industries Holdings, Inc. and its subsidiaries, except where the context makes clear that the reference is to CF Industries Holdings, Inc. only and not its subsidiaries. All references to “CF Industries” refer to CF Industries, Inc., a 100% owned subsidiary of CF Industries Holdings, Inc. References to tons refer to short tons, and references to tonnes refer to metric tons. Notes referenced in this discussion and analysis refer to the notes to our unaudited interim consolidated financial statements in Item 1. Financial Statements in Part I of this Quarterly Report on Form 10-Q. The following is an outline of the discussion and analysis included herein:

Overview of CF Holdings

*•*Market Conditions

*•*Financial Executive Summary

*•*Acquisition of Waggaman Ammonia Production Facility

*•*Items Affecting Comparability of Results

Consolidated Results of Operations

*•*Operating Results by Business Segment

Liquidity and Capital Resources
Critical Accounting Estimates

*•*Recent Accounting Pronouncements

Forward-Looking Statements

Overview of CF Holdings

Our Company

Our mission is to provide clean energy to feed and fuel the world sustainably. With our employees focused on safe and reliable operations, environmental stewardship, and disciplined capital and corporate management, we are on a path to decarbonize our ammonia production network – the world’s largest – to enable green and low-carbon hydrogen and nitrogen products for energy, fertilizer, emissions abatement, and other industrial activities. Our nitrogen manufacturing complexes in the United States, Canada and the United Kingdom, an extensive storage, transportation and distribution network in North America, and logistics capabilities enabling a global reach underpin our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy. Our principal customers are cooperatives, independent fertilizer distributors, traders, wholesalers and industrial users. Our core product is anhydrous ammonia (ammonia), which contains 82% nitrogen and 18% hydrogen. Our nitrogen products that are upgraded from ammonia are granular urea, urea ammonium nitrate solution (UAN) and ammonium nitrate (AN). Our other nitrogen products include diesel exhaust fluid (DEF), urea liquor, nitric acid and aqua ammonia, which are sold primarily to our industrial customers.

Our principal assets as of June 30, 2024 include:

six U.S. nitrogen manufacturing facilities located in Donaldsonville, Louisiana (the largest nitrogen complex in the world); Sergeant Bluff, Iowa (our Port Neal complex); Yazoo City, Mississippi; Claremore, Oklahoma (our Verdigris complex); Woodward, Oklahoma; and Waggaman, Louisiana. The Waggaman facility is wholly owned by us, and the other five U.S. nitrogen manufacturing facilities are wholly owned directly or indirectly by CF Industries Nitrogen, LLC (CFN), of which we own approximately 89% and CHS Inc. (CHS) owns the remainder (see Note 14—Noncontrolling Interest for additional information on our strategic venture with CHS);
two Canadian nitrogen manufacturing facilities, located in Medicine Hat, Alberta (the largest nitrogen complex in Canada) and Courtright, Ontario;

*•*a United Kingdom nitrogen manufacturing facility located in Billingham;

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an extensive system of terminals and associated transportation equipment located primarily in the Midwestern United States; and
a 50% interest in Point Lisas Nitrogen Limited (PLNL), an ammonia production joint venture located in the Republic of Trinidad and Tobago (Trinidad) that we account for under the equity method.

Our Strategy

At our core, CF Industries is a producer of ammonia. We use the Haber-Bosch process to fix atmospheric nitrogen with hydrogen from natural gas to produce anhydrous ammonia, whose chemical composition is NH3. We sell the ammonia itself or upgrade it to products such as granular urea, urea ammonium nitrate solution (UAN) and diesel exhaust fluid (DEF). A majority of the ammonia and ammonia-derived products we manufacture are used as fertilizer, as the nitrogen content provides energy essential for crop growth. Other important uses of our products include emissions control.

Our strategy leverages our unique capabilities to accelerate the world’s transition to clean energy. We believe this strategy builds upon our leadership in ammonia production to capture emerging opportunities to produce ammonia with a lower carbon intensity than that of ammonia produced through traditional processes. These opportunities include traditional applications in agriculture to help reduce the carbon footprint of food production and the life cycle carbon intensity of ethanol production, enabling ammonia’s use as a sustainable aviation fuel, among other purposes. These opportunities also include new growth opportunities from energy-intensive industries, such as power generation and marine shipping, as ammonia represents an efficient mechanism to both ship and store hydrogen, as well as a clean energy fuel source in its own right as ammonia does not contain or emit carbon when combusted. Our strategy also strengthens our existing business.

We execute our strategy across four dimensions: decarbonizing our existing network to accelerate the availability of low-carbon ammonia and upgraded nitrogen products for traditional agricultural and industrial applications; evaluating new low-carbon ammonia capacity growth to supply emerging opportunities from power generation and marine shipping, among others; forging partnerships to accelerate our timeline, reducing risks and bridging gaps in areas where we do not have expertise; and collaborating to build understanding of ammonia’s clean energy capability, safety track record and regulatory environment.

Decarbonization projects in our existing network include our green ammonia project at our Donaldsonville, Louisiana, complex. Our green hydrogen production facility, consisting of a 20-megawatt alkaline water electrolysis plant to produce hydrogen, is mechanically complete, and commissioning activities are nearing completion. In the third quarter of 2024 and in anticipation of start-up, we entered into an agreement to procure 45V-compliant renewable energy certificates to pair with the electricity consumed by electrolyzer operation. As a result, the electrolyzer will generate green hydrogen that enables us to produce green ammonia, which refers to ammonia produced with hydrogen sourced from an electrolysis process that produces no carbon dioxide emissions. At full electrolyzer capacity, we will be able to produce approximately 20,000 tons of green ammonia per year. At the time of its startup, we believe that the Donaldsonville green ammonia project will represent North America’s first commercial-scale green ammonia capacity. Under current regulations, the hydrogen produced and used in our green ammonia production is expected to qualify under Section 45V of the Internal Revenue Code for tax credits based on the carbon intensity of the hydrogen produced.

We are also advancing decarbonization projects at our Donaldsonville and Yazoo City complexes that leverage carbon capture and sequestration (CCS) to enable the production of low-carbon ammonia. Low-carbon ammonia is ammonia produced by conventional processes but with approximately 60-98% of the process and flue gas carbon dioxide (CO2) generated by ammonia production and currently emitted to the atmosphere removed through CCS. CCS requires the construction of CO2 dehydration and compression units to enable CO2 already captured from the ammonia production process to be transported and sequestered. Construction of the dehydration and compression unit at our Donaldsonville complex is in advanced stages, with an estimated total cost of approximately $200 million over the life of the project. Activities related to the construction of the dehydration and compression unit at our Yazoo City complex will commence in the second half of 2024 with an estimated total cost of $100 million over the life of the project. In addition, for each facility we have contracted with ExxonMobil to transport and sequester the captured CO2 in permanent geologic storage. At Donaldsonville, CCS is expected to commence in 2025 and annually will capture up to approximately 2 million tonnes of CO2. At Yazoo City, CCS is expected to commence in 2028 and annually will capture up to approximately 500,000 tonnes of CO2. Under current regulations, each project is expected to qualify under Section 45Q of the Internal Revenue Code for tax credits per tonne of sequestered CO2.

We are also evaluating the construction of export-oriented greenfield low-carbon ammonia capacity at our Blue Point complex in Ascension Parish, Louisiana. This evaluation includes assessing ammonia production technology options that will meet the carbon intensity requirements of end users. In the fourth quarter of 2023, we completed a front-end engineering and design (FEED) study on a potential approximately 1.2 million tonne capacity greenfield steam methane reforming (SMR) ammonia facility with CCS technologies that would enable sequestration of process CO2 emissions. The FEED study estimates

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

We, along with our partners, are also progressing two additional FEED studies focused on technologies that would further reduce the ammonia product’s carbon intensity. The first is assessing the cost and viability of integrating flue gas CO2 capture on a SMR ammonia facility. The second is evaluating autothermal reforming (ATR) ammonia production technology. We expect to obtain results from both FEED studies in the fourth quarter of 2024.

We have entered into joint development agreements (JDAs) with two potential partners for the development of low-carbon ammonia capacity at our Blue Point complex, Mitsui & Co., Ltd. and JERA Co., Inc. (JERA), Japan’s largest power generator. The JDAs guide our evaluation of potential joint ventures to build a greenfield ammonia plant to supply low-carbon ammonia to developing energy markets in Japan and traditional ammonia markets where demand for low-carbon product is emerging. The JDA with JERA contemplates a project to build an approximately 1.4 million tonne capacity low-carbon ammonia plant, with JERA expected to own a 48% stake and offtake more than 500,000 tonnes of low-carbon ammonia annually for its proposed coal and ammonia co-firing project.

In addition to discussions with existing customers who have interest in using low-carbon ammonia for traditional applications, we are engaged in advanced discussions regarding the supply of low-carbon ammonia for new applications, such as JERA’s co-firing project discussed above. We are evaluating and are in various stages of discussions and agreements with other companies for long-term offtake and joint investment opportunities related to new applications of ammonia. These discussions continue to advance as we gain greater clarity regarding demand for low-carbon ammonia, including carbon intensity requirements, government incentives and regulatory developments.

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

Market Conditions

Nitrogen Selling Prices

Our nitrogen products are globally traded commodities with selling prices that fluctuate in response to global market conditions, changes in supply and demand, and other cost factors including domestic and local conditions. Intense global competition—reflected in import volumes and prices—strongly influences delivered prices for nitrogen fertilizers. In general, the prevailing global prices for nitrogen products must be at a level to incent the high-cost marginal producer to produce product at a breakeven or above price, or else they would cease production and leave a portion of global demand unsatisfied.

In the second quarter of 2024, the average selling price for our products was $322 per ton, a decrease of 10% compared to $359 per ton in the second quarter of 2023, reflecting lower average selling prices across most of our segments, as lower global energy costs reduced the global market clearing price required to meet global demand. Lower average selling prices resulted in a decrease in net sales of approximately $165 million in the second quarter of 2024 compared to the second quarter of 2023. In the six months ended June 30, 2024, the average selling price for our products was $324 per ton, or 19% lower compared to $400 per ton in the six months ended June 30, 2023. This resulted in a decrease in net sales of approximately $732 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023.

Nitrogen Sales Volume

Sales volume in the second quarter of 2024 was 4.88 million tons compared to 4.94 million tons in the second quarter of 2023, which resulted in a decrease in net sales of approximately $38 million. Lower sales volume reflects the impact of lower supply availability resulting from lower beginning inventory entering the second quarter of 2024, partially offset by an increase in sales volume as a result of the Waggaman acquisition. Sales volume in the six months ended June 30, 2024 was 9.40 million tons compared to 9.47 million tons in the six months ended June 30, 2023. This resulted in a decrease in net sales of approximately $13 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023.

In January 2024, a winter storm produced extremely cold temperatures that impacted our operations, including the temporary shut-down and lost production at certain of our plants. Due to the impact of plant downtime resulting from the adverse weather and additional plant maintenance activity in the first quarter of 2024, we purchased and sold approximately 62,000 tons of ammonia and 48,000 tons of granular urea at near breakeven margins in order to fulfill sales commitments. The plant downtime led to approximately $75 million of additional costs in the first quarter of 2024 for maintenance, repairs and certain unabsorbed fixed costs.

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Additionally, the Waggaman acquisition, which we completed on December 1, 2023, increased our ammonia sales volume in the second quarter and first six months of 2024 by approximately 161,000 tons and 283,000 tons, respectively.

Natural Gas

Natural gas is the principal raw material used to produce our nitrogen products. Natural gas is both a chemical feedstock and a fuel used to produce nitrogen products. Natural gas is a significant cost component of our manufactured nitrogen products, representing approximately 28% and 40% of our production costs in the first six months of 2024 and the year ended December 31, 2023, respectively. Most of our nitrogen manufacturing facilities are located in the United States and Canada. As a result, the price of natural gas in North America directly impacts a substantial portion of our operating expenses.

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


	Three Months Ended June 30,								Six Months Ended June 30,
	2024		2023		2024 v. 2023				2024		2023		2024 v. 2023








Average daily market price of natural gas Henry Hub (Louisiana) (per MMBtu)	$	2.04	$	2.12	$	(0.08)	(4)	%	$	2.24	$	2.40	$	(0.16)	(7)	%

In the second quarter of 2024, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, decreased 31% to $1.90 per MMBtu from $2.75 per MMBtu in the second quarter of 2023. This decrease in natural gas costs resulted in an increase in gross margin of $81 million, excluding the impact of the Waggaman acquisition, compared to the second quarter of 2023. In the first half of 2024, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, decreased 45% to $2.53 per MMBtu from $4.56 per MMBtu in the first half of 2023. This decrease in natural gas costs resulted in an increase in gross margin of $350 million compared to the first half of 2023.

In the first quarter of 2024, warmer-than-normal average temperatures in North America drove lower heating demand for natural gas, in spite of a short-lived period of extremely cold temperatures in January 2024 that affected most of North America. North American natural gas supply remained strong through the quarter, with a decline in supply occurring near the end of the quarter as producers responded to the weaker price environment. In addition, although the higher cost for natural gas outside of North America incentivized liquefaction facilities in the United States to export domestic natural gas during the first quarter of 2024, an outage at the Freeport liquefied natural gas facility limited total gas exports, supporting domestic supply.

During the second quarter of 2024, there was a decline in natural gas supply as producers responded to the weaker price environment, limiting the domestic supply available to be injected into storage during the quarter. In addition, natural gas demand for power generation reached record levels in the second quarter as higher-than-normal temperatures drove increased cooling demand. Despite lower supply availability and increased demand, North America ended the second quarter of 2024 with storage levels 10% higher compared to one year ago and 19% higher than the five-year average.

Financial Executive Summary

We reported net earnings attributable to common stockholders of $420 million for the three months ended June 30, 2024 compared to $527 million for the three months ended June 30, 2023, a decrease in net earnings of $107 million, or 20%. The decrease in net earnings for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 primarily reflects a decrease in gross margin.

Gross margin decreased by $125 million, or 16%, to $679 million for the three months ended June 30, 2024 compared to $804 million for the three months ended June 30, 2023. The decrease in gross margin was due primarily to a 10% decrease in average selling prices to $322 per ton in the second quarter of 2024 from $359 per ton in the second quarter of 2023, which decreased gross margin by $165 million, and including the impact of the Waggaman acquisition, a decrease in sales volume, which decreased gross margin by $59 million. The impact of lower selling prices was partially offset by lower natural gas costs, which increased gross margin by $81 million, excluding the impact of the Waggaman acquisition.

Diluted net earnings per share attributable to common stockholders decreased $0.40 per share, or 15%, to $2.30 per share, in the second quarter of 2024 compared to $2.70 per share in the second quarter of 2023, due primarily to lower net earnings, partially offset by lower weighted-average common shares outstanding as a result of shares repurchased under our share repurchase programs.

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Acquisition of Waggaman Ammonia Production Facility

In connection with the acquisition, we entered into a long-term ammonia offtake agreement providing for us to supply up to 200,000 tons of ammonia per year to IPL’s Dyno Nobel, Inc. subsidiary. Under the terms of the asset purchase agreement, $425 million of the purchase price of $1.675 billion, subject to adjustment, was allocated by the parties to the ammonia offtake agreement. We funded the balance of the initial purchase price on the acquisition date with $1.223 billion of cash on hand.

The consideration transferred on the acquisition date reflected an estimated net working capital adjustment and other adjustments to the purchase price, which was subject to further adjustment pursuant to the terms of the asset purchase agreement. The purchase price adjustments required under the asset purchase agreement were finalized in the second quarter of 2024, which resulted in a $2 million reduction in the purchase price with a corresponding reduction in goodwill. As a result, the final purchase price was $1.221 billion.

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

Items Affecting Comparability of Results

For the three months ended June 30, 2024 and 2023, we reported net earnings attributable to common stockholders of $420 million and $527 million, respectively. For the six months ended June 30, 2024 and 2023, we reported net earnings attributable to common stockholders of $614 million and $1.09 billion, respectively. In addition to the impact of market conditions and the acquisition of the Waggaman ammonia production facility discussed above, certain items affected the comparability of our financial results for the three and six months ended June 30, 2024 and 2023. The following table and related discussion outline these items and their impact on the comparability of our financial results for these periods. The descriptions of items below that refer to amounts in the table refer to the pre-tax amounts unless otherwise noted.


	Three Months Ended June 30,								Six Months Ended June 30,
	2024				2023				2024				2023
	Pre-Tax		After-Tax		Pre-Tax		After-Tax		Pre-Tax		After-Tax		Pre-Tax		After-Tax
	(in millions)

Unrealized net mark-to-market gain on natural gas derivatives(1)	$	(1)	$	(1)	$	—	$	—	$	(34)	$	(26)	$	(72)	$	(56)










(Gain) loss on foreign currency transactions, including intercompany loans(2)	—		—		(1)		—		1		1		(2)		(1)





U.K. operations restructuring	—		—		—		—		—		—		2		2


Acquisition and integration costs	1		1		3		2		4		3		16		12

(1)Included in cost of sales in our consolidated statements of operations.

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

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

Natural gas is the largest and most volatile single component of the manufacturing cost for our nitrogen-based products. At certain times, we have managed the risk of changes in natural gas prices through the use of derivative financial instruments. The derivatives that we use for this purpose are primarily natural gas fixed price swaps, basis swaps and options. We use natural gas derivatives as an economic hedge of natural gas price risk, but without the application of hedge accounting. This can result in volatility in reported earnings due to the unrealized mark-to-market adjustments that occur from changes in the value of the derivatives, which are reflected in cost of sales in our consolidated statements of operations. In the three months ended June 30, 2024, we recognized an unrealized net mark-to-market gain on natural gas derivatives of $1 million. In the six months ended June 30, 2024 and 2023, we recognized unrealized net mark-to-market gains on natural gas derivatives of $34 million and $72 million, respectively.

(Gain) loss on foreign currency transactions, including intercompany loans

In the six months ended June 30, 2024 and 2023, we recognized a loss (gain) on foreign currency transactions of $1 million and $(2) million, respectively. (Gain) loss on foreign currency transactions consists of foreign currency exchange

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rate impacts on foreign currency denominated transactions, including the impact of changes in foreign currency exchange rates on intercompany loans that are not permanently invested.

U.K. operations restructuring

In the six months ended June 30, 2023, we incurred restructuring costs of $2 million related to the permanent closure of our Ince facility in the United Kingdom.

Acquisition and integration costs

On December 1, 2023, we acquired an ammonia production facility located in Waggaman, Louisiana, as described above under “Acquisition of Waggaman Ammonia Production Facility.” In the three months ended June 30, 2024 and 2023, we incurred $1 million and $3 million, respectively, of acquisition and integration costs related to the Waggaman acquisition. In the six months ended June 30, 2024 and 2023, we incurred $4 million and $16 million, respectively, of acquisition and integration costs related to the Waggaman acquisition.

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Consolidated Results of Operations

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


	Three Months Ended June 30,											Six Months Ended June 30,
	2024			2023			2024 v. 2023					2024			2023			2024 v. 2023
	(dollars in millions, except per share and per MMBtu amounts)
Net sales	$	1,572		$	1,775		$	(203)		(11)	%	$	3,042		$	3,787		$	(745)		(20)	%
Cost of sales	893			971			(78)			(8)	%	1,954			2,120			(166)			(8)	%
Gross margin	679			804			(125)			(16)	%	1,088			1,667			(579)			(35)	%
Gross margin percentage	43.2		%	45.3		%	(2.1)		%			35.8		%	44.0		%	(8.2)		%
Selling, general and administrative expenses	76			71			5			7	%	164			145			19			13	%


U.K. operations restructuring	—			—			—			—	%	—			2			(2)			(100)	%
Acquisition and integration costs	1			3			(2)			(67)	%	4			16			(12)			(75)	%

Other operating—net	(39)			3			(42)			N/M		(22)			(32)			10			31	%
Total other operating costs and expenses	38			77			(39)			(51)	%	146			131			15			11	%

Equity in (losses) earnings of operating affiliate	(3)			7			(10)			N/M		(1)			24			(25)			N/M
Operating earnings	638			734			(96)			(13)	%	941			1,560			(619)			(40)	%
Interest expense (income)—net	9			(4)			13			N/M		16			6			10			167	%


Other non-operating—net	—			(2)			2			100	%	(4)			(5)			1			20	%
Earnings before income taxes	629			740			(111)			(15)	%	929			1,559			(630)			(40)	%
Income tax provision	123			134			(11)			(8)	%	185			303			(118)			(39)	%

Net earnings	506			606			(100)			(17)	%	744			1,256			(512)			(41)	%
Less: Net earnings attributable to noncontrolling interest	86			79			7			9	%	130			169			(39)			(23)	%
Net earnings attributable to common stockholders	$	420		$	527		$	(107)		(20)	%	$	614		$	1,087		$	(473)		(44)	%
Diluted net earnings per share attributable to common stockholders	$	2.30		$	2.70		$	(0.40)		(15)	%	$	3.31		$	5.55		$	(2.24)		(40)	%
Diluted weighted-average common shares outstanding	182.8			195.0			(12.2)			(6)	%	185.5			195.9			(10.4)			(5)	%
Dividends declared per common share	$	0.50		$	0.40		$	0.10		25	%	$	1.00		$	0.80		$	0.20		25	%
Natural gas supplemental data (per MMBtu)
Natural gas costs in cost of sales(1)	$	1.90		$	2.74		$	(0.84)		(31)	%	$	2.30		$	3.86		$	(1.56)		(40)	%
Realized derivatives loss in cost of sales(2)	—			0.01			(0.01)			(100)	%	0.23			0.70			(0.47)			(67)	%
Cost of natural gas used for production in cost of sales	$	1.90		$	2.75		$	(0.85)		(31)	%	$	2.53		$	4.56		$	(2.03)		(45)	%



Average daily market price of natural gas Henry Hub (Louisiana)	$	2.04		$	2.12		$	(0.08)		(4)	%	$	2.24		$	2.40		$	(0.16)		(7)	%

Unrealized net mark-to-market gain on natural gas derivatives	$	(1)		$	—		$	(1)		N/M		$	(34)		$	(72)		$	38		53	%
Depreciation and amortization	$	222		$	221		$	1		—	%	$	475		$	427		$	48		11	%
Capital expenditures	$	84		$	95		$	(11)		(12)	%	$	182		$	164		$	18		11	%
Sales volume by product tons (000s)	4,875			4,938			(63)			(1)	%	9,399			9,473			(74)			(1)	%
Production volume by product tons (000s):
Ammonia(3)	2,602			2,374			228			10	%	4,750			4,733			17			—	%
Granular urea	1,255			1,122			133			12	%	2,214			2,333			(119)			(5)	%
UAN (32%)	1,833			1,665			168			10	%	3,464			3,263			201			6	%
AN	333			300			33			11	%	674			688			(14)			(2)	%

N/M—Not Meaningful

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(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.

(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.

Second Quarter of 2024 Compared to Second Quarter of 2023

Net Sales

Our total net sales decreased $203 million, or 11%, to $1.57 billion in the second quarter of 2024 compared to $1.78 billion in the second quarter of 2023. The change in our net sales reflects (i) the impact of the Waggaman acquisition completed on December 1, 2023, which increased our net sales by $59 million, and (ii) a $262 million, or 15%, decline in our net sales excluding the impact of the Waggaman acquisition, due to a decrease in our average selling price and lower sales volumes.

Our average selling price decreased 10% to $322 per ton in the second quarter of 2024 compared to $359 per ton in the second quarter of 2023, due to lower average selling prices across most of our segments, as lower global energy costs reduced the global market clearing price required to meet global demand. The impact of lower average selling prices was a decrease in net sales of approximately $165 million for the second quarter of 2024 compared to the second quarter of 2023.

Our total sales volume was approximately 4.9 million product tons in both the second quarter of 2024 and 2023 as lower sales volume in our Ammonia, UAN and AN segments was partially offset by higher sales volume in our Granular Urea segment. The impact of lower sales volumes, excluding the impact of the Waggaman acquisition that increased our net sales by $59 million, was a decrease in net sales of approximately $97 million.

Gross ammonia production for the three and six months ended June 30, 2024 was 2.6 million tons and 4.8 million tons, respectively. We expect gross ammonia production for 2024 will be approximately 9.8 million tons.

Cost of Sales

Our total cost of sales decreased $78 million, or 8%, to $893 million in the second quarter of 2024 from $971 million in the second quarter of 2023. The decrease in our cost of sales was due primarily to lower costs for natural gas, including the impact of realized derivatives, which decreased cost of sales by $81 million, excluding the impact of the Waggaman acquisition. The impact of the Waggaman acquisition increased our cost of sales by $47 million.

Cost of sales averaged $183 per ton in the second quarter of 2024 compared to $196 per ton in the second quarter of 2023. Our cost of natural gas, including the impact of realized derivatives, decreased 31% to $1.90 per MMBtu in the second quarter of 2024 from $2.75 per MMBtu in the second quarter of 2023.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $76 million in the second quarter of 2024, a 7% increase from $71 million in the second quarter of 2023. The increase was due primarily to higher amortization expense related to the customer relationships recorded in conjunction with the Waggaman acquisition on December 1, 2023.

Acquisition and Integration Costs

Other Operating—Net

Other operating—net was $39 million of income in the second quarter of 2024 compared to $3 million of expense in the second quarter of 2023. The $39 million of income in the second quarter of 2024 consists primarily of gains on sales of emission credits, partially offset by costs related to FEED studies for our clean energy initiatives. See “Our Strategy,” above, for additional information related to our clean energy initiatives.

CF INDUSTRIES HOLDINGS, INC.

Equity in (Losses) Earnings of Operating Affiliate

Equity in (losses) earnings of operating affiliate was a $3 million loss in the second quarter of 2024 compared to $7 million of earnings in the second quarter of 2023. Lower equity in earnings of operating affiliate reflects a decrease in the operating results of PLNL as a result of a plant turnaround in the second quarter of 2024 at the PLNL facility in Trinidad and lower ammonia selling prices.

Interest Expense (Income)—Net

Net interest expense was $9 million of expense in the second quarter of 2024 compared to $4 million of income in the second quarter of 2023. The change of $13 million was due primarily to a decrease in interest income on short-term investments.

Income Tax Provision

For the three months ended June 30, 2024, we recorded an income tax provision of $123 million on pre-tax income of $629 million, or an effective tax rate of 19.5%, compared to an income tax provision of $134 million on pre-tax income of $740 million, or an effective tax rate of 18.2%, for the three months ended June 30, 2023.

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 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, or 22.6%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interest of $86 million. Our effective tax rate for the three months ended June 30, 2023 of 18.2%, which is based on pre-tax income of $740 million, including $79 million of earnings attributable to the noncontrolling interest, would be 2.1 percentage points higher, or 20.3%, if based on pre-tax income exclusive of the $79 million of earnings attributable to the noncontrolling interest. See Note 14—Noncontrolling Interest for additional information.

Net Earnings Attributable to Noncontrolling Interest

Net earnings attributable to noncontrolling interest increased $7 million to $86 million in the second quarter of 2024 compared to $79 million in the second quarter of 2023 due to higher earnings of CFN driven by lower natural gas costs.

Diluted Net Earnings Per Share Attributable to Common Stockholders

Diluted net earnings per share attributable to common stockholders decreased $0.40, or 15%, to $2.30 per share in the second quarter of 2024 from $2.70 per share in the second quarter of 2023. This decrease was due primarily to a decrease in gross margin, driven by lower average selling prices, partially offset by lower costs for natural gas. Additionally, diluted weighted-average common shares outstanding declined 6% from 195.0 million shares for the three months ended June 30, 2023 to 182.8 million shares for the three months ended June 30, 2024, due primarily to repurchases of common shares under our share repurchase programs.

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Net Sales

Our total net sales decreased $0.75 billion, or 20%, to $3.04 billion in the first six months of 2024 compared to $3.79 billion in the first six months of 2023. The change in our net sales reflects (i) the impact of the Waggaman acquisition completed on December 1, 2023, which increased our net sales by $114 million, and (ii) a $0.86 billion, or 23%, decline in our net sales excluding the impact of the Waggaman acquisition, due primarily to a decrease in average selling prices of approximately 19%.

Our average selling price was $324 per ton in the first six months of 2024 compared to $400 per ton in the first six months of 2023, due to lower average selling prices across all our segments, as lower global energy costs reduced the global market clearing price required to meet global demand. The impact of lower average selling prices was a decrease in net sales of approximately $732 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023.

Our total sales volume was 9.4 million product tons in the first six months of 2024 compared to 9.5 million in the first six months of 2023, respectively, as lower sales volume in our Granular Urea and UAN segments was partially offset by higher sales volume in our Ammonia segment. The impact of lower sales volume, excluding the impact of the Waggaman acquisition, was a decrease in net sales of approximately $127 million.

CF INDUSTRIES HOLDINGS, INC.

Cost of Sales

Our total cost of sales decreased $166 million, or 8%, to $1.95 billion in the first six months of 2024 from $2.12 billion in the first six months of 2023. The decrease in our cost of sales primarily reflects lower costs for natural gas, including the impact of realized derivatives. The impact of lower natural gas costs decreased cost of sales by $350 million, excluding the impact of the Waggaman acquisition. The impact of lower natural gas costs was partially offset by higher costs for planned and unplanned maintenance and repair activities in the first six months of 2024, including as a result of the adverse weather in January 2024, as discussed above under “Nitrogen Sales Volume,” which increased cost of sales by approximately $75 million. The impact of the Waggaman acquisition increased our cost of sales by $108 million.

Cost of sales also includes the impact of a $34 million unrealized net mark-to-market gain on natural gas derivatives in the first six months of 2024 compared to a $72 million gain in the first six months of 2023.

Cost of sales averaged $208 per ton in the first six months of 2024 compared to $224 per ton in the first six months of 2023. Our cost of natural gas, including the impact of realized derivatives, decreased 45% to $2.53 per MMBtu in the first six months of 2024 from $4.56 per MMBtu in the first six months of 2023.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $19 million to $164 million in the first six months of 2024 compared to $145 million in the first six months of 2023. The increase was due primarily to higher amortization expense related to the customer relationships recorded in conjunction with the Waggaman acquisition on December 1, 2023, and an increase in costs related to certain corporate initiatives.

Acquisition and Integration Costs

Other Operating—Net

Other operating—net was $22 million of income in the first six months of 2024 compared to $32 million of income in the first six months of 2023. The $22 million of income in the first six months of 2024 consists primarily of gains on sales of emission credits, partially offset by costs related to FEED studies for our clean energy initiatives. See “Our Strategy,” above, for additional information related to our clean energy initiatives. The $32 million of income in the first six months of 2023 consists primarily of gains on sales of emission credits.

Equity in (Losses) Earnings of Operating Affiliate

Equity in (losses) earnings of operating affiliate was a $1 million loss in the first six months of 2024 compared to $24 million of earnings in the first six months of 2023. Lower equity in earnings of operating affiliate reflects a decrease in the operating results of PLNL as a result of a plant turnaround in the second quarter of 2024 at the PLNL facility in Trinidad, lower ammonia selling prices and lower operating rates at PLNL due to lower available natural gas.

Interest Expense—Net

Net interest expense was $16 million in the first six months of 2024 compared to $6 million in the first six months of 2023. The increase of $10 million was due primarily to a decrease in interest income on short-term investments, partially offset by a decrease in interest on tax liabilities.

Income Tax Provision

For the six months ended June 30, 2024, we recorded an income tax provision of $185 million on pre-tax income of $929 million, or an effective tax rate of 19.9%, compared to an income tax provision of $303 million on pre-tax income of $1.56 billion, or an effective tax rate of 19.5%, for the six months ended June 30, 2023.

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 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, or 23.1%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interest of $130 million. Our effective tax rate for the six months ended June 30, 2023 of 19.5%, which is based on pre-tax income of $1.56 billion, including $169 million of

CF INDUSTRIES HOLDINGS, INC.

earnings attributable to the noncontrolling interest, would be 2.3 percentage points higher, or 21.8%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interest of $169 million.

Net Earnings Attributable to Noncontrolling Interest

Net earnings attributable to noncontrolling interest decreased $39 million to $130 million in the first six months of 2024 compared to $169 million in the first six months of 2023 due to lower earnings of CFN driven by lower average selling prices, partially offset by lower natural gas costs.

Diluted Net Earnings Per Share Attributable to Common Stockholders

Diluted net earnings per share attributable to common stockholders decreased $2.24, or 40%, to $3.31 per share in the first six months of 2024 from $5.55 per share in the first six months of 2023. This decrease was due primarily to a decrease in gross margin, driven by lower average selling prices, partially offset by lower costs for natural gas. Lower gross margin was partially offset by a decrease in the income tax provision resulting from lower profitability and a decrease in net earnings attributable to noncontrolling interest. Additionally, diluted weighted-average common shares outstanding declined 5% from 195.9 million shares for the six months ended June 30, 2023 to 185.5 million shares for the six months ended June 30, 2024, due primarily to repurchases of common shares under our share repurchase programs.

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)
Three months ended June 30, 2024
Net sales	$	409		$	457		$	475		$	98		$	133		$	1,572
Cost of sales	262			230			259			75			67			893
Gross margin	$	147		$	227		$	216		$	23		$	66		$	679
Gross margin percentage	35.9		%	49.7		%	45.5		%	23.5		%	49.6		%	43.2		%
Three months ended June 30, 2023
Net sales	$	525		$	460		$	548		$	104		$	138		$	1,775
Cost of sales	303			222			289			81			76			971
Gross margin	$	222		$	238		$	259		$	23		$	62		$	804
Gross margin percentage	42.3		%	51.7		%	47.3		%	22.1		%	44.9		%	45.3		%
Six months ended June 30, 2024
Net sales	$	811		$	864		$	900		$	212		$	255		$	3,042
Cost of sales	599			483			541			180			151			1,954
Gross margin	$	212		$	381		$	359		$	32		$	104		$	1,088
Gross margin percentage	26.1		%	44.1		%	39.9		%	15.1		%	40.8		%	35.8		%
Six months ended June 30, 2023
Net sales	$	949		$	1,071		$	1,215		$	263		$	289		$	3,787
Cost of sales	583			549			635			185			168			2,120
Gross margin	$	366		$	522		$	580		$	78		$	121		$	1,667
Gross margin percentage	38.6		%	48.7		%	47.7		%	29.7		%	41.9		%	44.0		%

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

CF INDUSTRIES HOLDINGS, INC.

Ammonia Segment

Our Ammonia segment produces anhydrous ammonia (ammonia), which is the base product that we manufacture, containing 82% nitrogen and 18% hydrogen. The results of our Ammonia segment consist of sales of ammonia to external customers for its nitrogen content as a fertilizer, in emissions control and in other industrial applications. In addition, we upgrade ammonia into other nitrogen products such as granular urea, UAN and AN.

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


	Three Months Ended June 30,											Six Months Ended June 30,
	2024(1)			2023			2024 v. 2023					2024(1)			2023			2024 v. 2023
	(dollars in millions, except per ton amounts)
Net sales	$	409		$	525		$	(116)		(22)	%	$	811		$	949		$	(138)		(15)	%
Cost of sales	262			303			(41)			(14)	%	599			583			16			3	%
Gross margin	$	147		$	222		$	(75)		(34)	%	$	212		$	366		$	(154)		(42)	%
Gross margin percentage	35.9		%	42.3		%	(6.4)		%			26.1		%	38.6		%	(12.5)		%
Sales volume by product tons (000s)	979			1,053			(74)			(7)	%	1,897			1,705			192			11	%
Sales volume by nutrient tons (000s)(2)	802			863			(61)			(7)	%	1,555			1,398			157			11	%
Average selling price per product ton	$	418		$	499		$	(81)		(16)	%	$	428		$	557		$	(129)		(23)	%
Average selling price per nutrient ton(2)	$	510		$	608		$	(98)		(16)	%	$	522		$	679		$	(157)		(23)	%
Gross margin per product ton	$	150		$	211		$	(61)		(29)	%	$	112		$	215		$	(103)		(48)	%
Gross margin per nutrient ton(2)	$	183		$	257		$	(74)		(29)	%	$	136		$	262		$	(126)		(48)	%
Depreciation and amortization	$	49		$	47		$	2		4	%	$	121		$	78		$	43		55	%
Unrealized net mark-to-market gain on natural gas derivatives	$	—		$	—		$	—		—	%	$	(12)		$	(21)		$	9		43	%

(1)Includes the financial results of the Waggaman ammonia production facility, which we acquired on December 1, 2023. See “Acquisition of Waggaman Ammonia Production Facility” for additional information.

(2)Ammonia represents 82% nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.

Second Quarter of 2024 Compared to Second Quarter of 2023

Net Sales. Net sales in our Ammonia segment decreased by $116 million, or 22%, to $409 million in the second quarter of 2024 from $525 million in the second quarter of 2023. The decrease in our net sales reflects a 16% decrease in average selling prices and a 7% decrease in sales volume, including the impact of the Waggaman acquisition completed on December 1, 2023. Average selling prices decreased to $418 per ton in the second quarter of 2024 compared to $499 per ton in the second quarter of 2023 as lower global energy costs reduced the global market clearing price required to meet global demand.

Ammonia sales volume in the second quarter of 2024 was approximately 979,000 tons, a decrease of 7% compared to the second quarter of 2023. The decrease in sales volume was due primarily to lower supply availability resulting from lower beginning inventory and, due to unfavorable weather, lower spring ammonia applications in North America compared to the second quarter of 2023, partially offset by the impact of the Waggaman acquisition completed on December 1, 2023, which increased our ammonia sales volume in the second quarter of 2024 by approximately 161,000 tons.

Cost of Sales. Cost of sales in our Ammonia segment averaged $268 per ton in the second quarter of 2024, a 7% decrease from $288 per ton in the second quarter of 2023. The decrease was due primarily to lower realized natural gas costs, including the impact of realized derivatives, partially offset by higher costs for maintenance activity. The impact of the Waggaman acquisition on our cost of sales per ton in our Ammonia segment was not material.

Gross Margin. Gross margin in our Ammonia segment decreased by $75 million to $147 million in the second quarter of 2024 from $222 million in the second quarter of 2023, and our gross margin percentage was 35.9% in the second quarter of 2024 compared to 42.3% in the second quarter of 2023. The decrease in gross margin was due primarily to a 16% decrease in average selling prices, which decreased gross margin by $60 million and, excluding the impact of the Waggaman acquisition completed on December 1, 2023, a decrease in sales volume, which decreased gross margin by $62 million and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $15 million. These factors that decreased gross margin were partially offset by a decrease in realized natural gas costs, including the impact of realized derivatives, which

CF INDUSTRIES HOLDINGS, INC.

increased gross margin by $50 million, and the impact of the Waggaman acquisition, which increased gross margin by $12 million.

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Net Sales. Net sales in our Ammonia segment decreased by $138 million, or 15%, to $811 million in the six months ended June 30, 2024 from $949 million in the six months ended June 30, 2023. The decrease in our net sales reflects a 23% decrease in average selling prices, partially offset by an 11% increase in sales volume, including the impact of the Waggaman acquisition completed on December 1, 2023. Average selling prices decreased to $428 per ton in the six months ended June 30, 2024 compared to $557 per ton in the six months ended June 30, 2023 as lower global energy costs reduced the global market clearing price required to meet global demand.

In January 2024, a winter storm produced extremely cold temperatures that impacted our operations, including the temporary shut-down of certain of our plants. As a result of the adverse weather, we incurred additional maintenance costs in the first quarter of 2024. Due to the impact of plant downtime resulting from the adverse weather and additional plant maintenance activity in the first quarter of 2024, we purchased and sold approximately 62,000 tons of ammonia at near breakeven margins in order to fulfill sales commitments.

Ammonia sales volume in the six months ended June 30, 2024 was 1.9 million tons, an increase of 11% compared to 1.7 million tons in the six months ended June 30, 2023. The increase in sales volume reflects the impact of the Waggaman acquisition completed on December 1, 2023, which increased our ammonia sales volume in the six months ended June 30, 2024 by approximately 283,000 tons, and approximately 62,000 tons of ammonia purchased and sold as described above, partially offset by lower supply availability resulting from lower beginning inventory, and, due to unfavorable weather, lower spring ammonia applications in North America compared to the six months ended June 30, 2023.

Cost of Sales. Cost of sales in our Ammonia segment averaged $316 per ton in the six months ended June 30, 2024, an 8% decrease from $342 per ton in the six months ended June 30, 2023. The decrease was due primarily to lower realized natural gas costs, including the impact of realized derivatives, partially offset by higher costs for maintenance, repairs and certain unabsorbed fixed costs as a result of plant downtime, including the impact of the adverse weather in January 2024 as discussed above. The impact of the Waggaman acquisition on our cost of sales per ton in our Ammonia segment was not material.

Gross Margin. Gross margin in our Ammonia segment decreased by $154 million to $212 million in the six months ended June 30, 2024 from $366 million in the six months ended June 30, 2023, and our gross margin percentage was 26.1% in the six months ended June 30, 2024 compared to 38.6% in the six months ended June 30, 2023. The decrease in gross margin was due primarily to a 23% decrease in average selling prices, which decreased gross margin by $220 million, a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $63 million, and, excluding the impact of the Waggaman acquisition, a decrease in sales volume, which decreased gross margin by $17 million. These factors that decreased gross margin were partially offset by the impact of a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $149 million, and the impact of the Waggaman acquisition, which increased gross margin by $6 million. Gross margin also includes the impact of a $12 million unrealized net mark-to-market gain on natural gas derivatives in the six months ended June 30, 2024 compared to a $21 million gain in the six months ended June 30, 2023.

CF INDUSTRIES HOLDINGS, INC.

Granular Urea Segment

Our Granular Urea segment produces granular urea, which contains 46% nitrogen. Produced from ammonia and carbon dioxide, it has the highest nitrogen content of any of our solid nitrogen fertilizers. Granular urea is produced at our Donaldsonville, Port Neal and Medicine Hat complexes.

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


	Three Months Ended June 30,											Six Months Ended June 30,
	2024			2023			2024 v. 2023					2024			2023			2024 v. 2023
	(dollars in millions, except per ton amounts)
Net sales	$	457		$	460		$	(3)		(1)	%	$	864		$	1,071		$	(207)		(19)	%
Cost of sales	230			222			8			4	%	483			549			(66)			(12)	%
Gross margin	$	227		$	238		$	(11)		(5)	%	$	381		$	522		$	(141)		(27)	%
Gross margin percentage	49.7		%	51.7		%	(2.0)		%			44.1		%	48.7		%	(4.6)		%
Sales volume by product tons (000s)	1,251			1,147			104			9	%	2,343			2,470			(127)			(5)	%
Sales volume by nutrient tons (000s)(1)	576			529			47			9	%	1,078			1,137			(59)			(5)	%
Average selling price per product ton	$	365		$	401		$	(36)		(9)	%	$	369		$	434		$	(65)		(15)	%
Average selling price per nutrient ton(1)	$	793		$	870		$	(77)		(9)	%	$	801		$	942		$	(141)		(15)	%
Gross margin per product ton	$	181		$	207		$	(26)		(13)	%	$	163		$	211		$	(48)		(23)	%
Gross margin per nutrient ton(1)	$	394		$	450		$	(56)		(12)	%	$	353		$	459		$	(106)		(23)	%
Depreciation and amortization	$	76		$	71		$	5		7	%	$	145		$	150		$	(5)		(3)	%
Unrealized net mark-to-market gain on natural gas derivatives	$	—		$	—		$	—		—	%	$	(9)		$	(20)		$	11		55	%

(1)Granular urea represents 46% nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.

Second Quarter of 2024 Compared to Second Quarter of 2023

Net Sales. Net sales in our Granular Urea segment decreased $3 million, or 1%, to $457 million in the second quarter of 2024 from $460 million in the second quarter of 2023 due primarily to a 9% decrease in average selling prices, partially offset by a 9% increase in sales volume. Average selling prices decreased to $365 per ton in the second quarter of 2024 compared to $401 per ton in the second quarter of 2023 as lower global energy costs reduced the global market clearing price required to meet global demand. Sales volume was higher due primarily to higher supply availability resulting from increased production in the second quarter of 2024 compared to the second quarter of 2023.

Cost of Sales. Cost of sales in our Granular Urea segment averaged $184 per ton in the second quarter of 2024 compared to $194 per ton in the second quarter of 2023. The decrease was due primarily to lower realized natural gas costs, including the impact of realized derivatives, partially offset by higher costs associated with maintenance activity in the second quarter of 2024.

Gross Margin. Gross margin in our Granular Urea segment decreased by $11 million to $227 million in the second quarter of 2024 from $238 million in the second quarter of 2023, and our gross margin percentage was 49.7% in the second quarter of 2024 compared to 51.7% in the second quarter of 2023. The decrease in gross margin was due primarily to a 9% decrease in average selling prices, which decreased gross margin by $43 million. These factors that decreased gross margin were partially offset by a 9% increase in sales volume, which increased gross margin by $19 million and a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $13 million.

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Net Sales. Net sales in our Granular Urea segment decreased $207 million, or 19%, to $864 million in the six months ended June 30, 2024 from $1.07 billion in the six months ended June 30, 2023 due primarily to a 15% decrease in average selling prices and a 5% decrease in sales volume. Average selling prices decreased to $369 per ton in the six months ended June 30, 2024 compared to $434 per ton in the six months ended June 30, 2023 as lower global energy costs reduced the global market clearing price required to meet global demand. Sales volume for the six months ended June 30, 2024 was 2.3 million tons compared to 2.5 million tons in the six months ended June 30, 2023 due primarily to a reduction in ammonia available for upgrade and lower supply availability from the impact of severe weather that caused urea plant outages in the first quarter of

CF INDUSTRIES HOLDINGS, INC.

Sales volume includes the impact of approximately 48,000 tons of granular urea purchased and sold in the first quarter of 2024 due to a winter storm that produced extremely cold temperatures that impacted our operations, including the temporary shut-down of certain of our plants.

Cost of Sales. Cost of sales in our Granular Urea segment averaged $206 per ton in the six months ended June 30, 2024 compared to $223 per ton in the six months ended June 30, 2023. The decrease was due primarily to lower realized natural gas costs, including the impact of realized derivatives, partially offset by higher costs associated with maintenance activity in the six months ended June 30, 2024.

Gross Margin. Gross margin in our Granular Urea segment decreased by $141 million to $381 million in the six months ended June 30, 2024 from $522 million in the six months ended June 30, 2023, and our gross margin percentage was 44.1% in the six months ended June 30, 2024 compared to 48.7% in the six months ended June 30, 2023. The decrease in gross margin was due primarily to a 15% decrease in average selling prices, which decreased gross margin by $137 million, a 5% decrease in sales volume, which decreased gross margin by $39 million and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $33 million. These factors that decreased gross margin were partially offset by a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $79 million. Gross margin also includes the impact of a $9 million unrealized net mark-to-market gain on natural gas derivatives in the six months ended June 30, 2024 compared to a $20 million gain in the six months ended June 30, 2023.

UAN Segment

Our UAN segment produces urea ammonium nitrate solution (UAN). UAN, a liquid fertilizer product with a nitrogen content that typically ranges from 28% to 32%, is produced by combining urea and ammonium nitrate. UAN is produced at our Courtright, Donaldsonville, Port Neal, Verdigris, Woodward, and Yazoo City complexes.

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


	Three Months Ended June 30,											Six Months Ended June 30,
	2024			2023			2024 v. 2023					2024			2023			2024 v. 2023
	(dollars in millions, except per ton amounts)
Net sales	$	475		$	548		$	(73)		(13)	%	$	900		$	1,215		$	(315)		(26)	%
Cost of sales	259			289			(30)			(10)	%	541			635			(94)			(15)	%
Gross margin	$	216		$	259		$	(43)		(17)	%	$	359		$	580		$	(221)		(38)	%
Gross margin percentage	45.5		%	47.3		%	(1.8)		%			39.9		%	47.7		%	(7.8)		%
Sales volume by product tons (000s)	1,748			1,809			(61)			(3)	%	3,359			3,471			(112)			(3)	%
Sales volume by nutrient tons (000s)(1)	553			570			(17)			(3)	%	1,062			1,094			(32)			(3)	%
Average selling price per product ton	$	272		$	303		$	(31)		(10)	%	$	268		$	350		$	(82)		(23)	%
Average selling price per nutrient ton(1)	$	859		$	961		$	(102)		(11)	%	$	847		$	1,111		$	(264)		(24)	%
Gross margin per product ton	$	124		$	143		$	(19)		(13)	%	$	107		$	167		$	(60)		(36)	%
Gross margin per nutrient ton(1)	$	391		$	454		$	(63)		(14)	%	$	338		$	530		$	(192)		(36)	%
Depreciation and amortization	$	68		$	70		$	(2)		(3)	%	$	137		$	136		$	1		1	%
Unrealized net mark-to-market gain on natural gas derivatives	$	—		$	—		$	—		—	%	$	(10)		$	(21)		$	11		52	%

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

Second Quarter of 2024 Compared to Second Quarter of 2023

Net Sales. Net sales in our UAN segment decreased $73 million, or 13%, to $475 million in the second quarter of 2024 from $548 million in the second quarter of 2023 due to a 10% decrease in average selling prices, and a 3% decrease in sales volume. Average selling prices decreased to $272 per ton in the second quarter of 2024 compared to $303 per ton in the second quarter of 2023 as lower global energy costs reduced the global market clearing price required to meet global demand.

Cost of Sales. Cost of sales in our UAN segment averaged $148 per ton in the second quarter of 2024, an 8% decrease from $160 per ton in the second quarter of 2023, due primarily to the impact of lower realized natural gas costs, including the impact of realized derivatives.

CF INDUSTRIES HOLDINGS, INC.

Gross Margin. Gross margin in our UAN segment decreased by $43 million to $216 million in the second quarter of 2024 from $259 million in the second quarter of 2023, and our gross margin percentage was 45.5% in the second quarter of 2024 compared to 47.3% in the second quarter of 2023. The decrease in gross margin was due primarily to a 10% decrease in average selling prices, which decreased gross margin by $50 million and a 3% decrease in sales volume, which decreased gross margin by $16 million. These factors that decreased gross margin were partially offset by a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $16 million and a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $7 million.

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Net Sales. Net sales in our UAN segment decreased $315 million, or 26%, to $900 million in the six months ended June 30, 2024 from $1.22 billion in the six months ended June 30, 2023 due primarily to a 23% decrease in average selling prices and a 3% decrease in sales volume. Average selling prices decreased to $268 per ton in the six months ended June 30, 2024 compared to $350 per ton in the six months ended June 30, 2023 as lower global energy costs reduced the global market clearing price required to meet global demand.

Cost of Sales. Cost of sales in our UAN segment averaged $161 per ton in the six months ended June 30, 2024, a 12% decrease from $183 per ton in the six months ended June 30, 2023, due primarily to the impact of lower realized natural gas costs, including the impact of realized derivatives.

Gross Margin. Gross margin in our UAN segment decreased by $221 million to $359 million in the six months ended June 30, 2024 from $580 million in the six months ended June 30, 2023, and our gross margin percentage was 39.9% in the six months ended June 30, 2024 compared to 47.7% in the six months ended June 30, 2023. The decrease in gross margin was due primarily to a 23% decrease in average selling prices, which decreased gross margin by $278 million, a 3% decrease in sales volume, which decreased gross margin by $22 million, and a net increase in manufacturing, maintenance and other costs, which decreased gross margin by $3 million. These factors that decreased gross margin were partially offset by a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $93 million. Gross margin also includes the impact of a $10 million unrealized net mark-to-market gain on natural gas derivatives in the six months ended June 30, 2024 compared to a $21 million gain in the six months ended June 30, 2023.

AN Segment

Our AN segment produces ammonium nitrate (AN). AN, which has a nitrogen content between 29% and 35%, is produced by combining anhydrous ammonia and nitric acid. AN is used as nitrogen fertilizer and is also used by industrial customers for commercial explosives and blasting systems. AN is produced at our Yazoo City and Billingham complexes.

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


	Three Months Ended June 30,											Six Months Ended June 30,
	2024			2023			2024 v. 2023					2024			2023			2024 v. 2023
	(dollars in millions, except per ton amounts)
Net sales	$	98		$	104		$	(6)		(6)	%	$	212		$	263		$	(51)		(19)	%
Cost of sales	75			81			(6)			(7)	%	180			185			(5)			(3)	%
Gross margin	$	23		$	23		$	—		—	%	$	32		$	78		$	(46)		(59)	%
Gross margin percentage	23.5		%	22.1		%	1.4		%			15.1		%	29.7		%	(14.6)		%
Sales volume by product tons (000s)	340			369			(29)			(8)	%	730			743			(13)			(2)	%
Sales volume by nutrient tons (000s)(1)	116			127			(11)			(9)	%	250			255			(5)			(2)	%
Average selling price per product ton	$	288		$	282		$	6		2	%	$	290		$	354		$	(64)		(18)	%
Average selling price per nutrient ton(1)	$	845		$	819		$	26		3	%	$	848		$	1,031		$	(183)		(18)	%
Gross margin per product ton	$	68		$	62		$	6		10	%	$	44		$	105		$	(61)		(58)	%
Gross margin per nutrient ton(1)	$	198		$	181		$	17		9	%	$	128		$	306		$	(178)		(58)	%
Depreciation and amortization	$	7		$	12		$	(5)		(42)	%	$	20		$	23		$	(3)		(13)	%
Unrealized net mark-to-market gain on natural gas derivatives	$	—		$	—		$	—		—	%	$	(1)		$	(3)		$	2		67	%

(1)AN represents between 29% and 35% of nitrogen content. Nutrient tons represent the tons of nitrogen within the product tons.

CF INDUSTRIES HOLDINGS, INC.

Second Quarter of 2024 Compared to Second Quarter of 2023

Net Sales. Net sales in our AN segment decreased $6 million, or 6%, to $98 million in the second quarter of 2024 from $104 million in the second quarter of 2023 due to an 8% decrease in sales volume, partially offset by a 2% increase in average selling prices. Sales volume declined due primarily to lower supply availability resulting from lower beginning inventory. Average selling prices were $288 per ton in the second quarter of 2024 compared to $282 per ton in the second quarter of 2023.

Cost of Sales. Cost of sales per ton in our AN segment averaged $220 per ton in both the second quarter of 2024 and the second quarter of 2023 as higher costs for maintenance activity were offset by the impact of lower realized natural gas costs, including the impact of realized derivatives.

Gross Margin. Gross margin in our AN segment was $23 million in both the second quarter of 2024 and the second quarter of 2023, and our gross margin percentage was 23.5% in the second quarter of 2024 compared to 22.1% in the second quarter of 2023. The factors that decreased gross margin were an 8% decrease in sales volume, which decreased gross margin by $10 million, and unfavorable product mix, which decreased gross margin by $7 million. These factors that decreased gross margin were offset by a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $17 million.

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Net Sales. Net sales in our AN segment decreased $51 million, or 19%, to $212 million in the six months ended June 30, 2024 from $263 million in the six months ended June 30, 2023 due to an 18% decrease in average selling prices and a 2% decrease in sales volume. Average selling prices decreased to $290 per ton in the six months ended June 30, 2024 compared to $354 per ton in the six months ended June 30, 2023 as lower global energy costs reduced the global market clearing price required to meet global demand.

Cost of Sales. Cost of sales in our AN segment averaged $246 per ton in the six months ended June 30, 2024, a 1% decrease from $249 per ton in the six months ended June 30, 2023. The decrease was due primarily to the impact of lower realized natural gas costs, including the impact of realized derivatives, partially offset by higher costs for maintenance activity.

Gross Margin. Gross margin in our AN segment decreased $46 million to $32 million in the six months ended June 30, 2024 from $78 million in the six months ended June 30, 2023, and our gross margin percentage was 15.1% in the six months ended June 30, 2024 compared to 29.7% in the six months ended June 30, 2023. The decrease in gross margin was due primarily to an 18% decrease in average selling prices, which decreased gross margin by $67 million and a 2% decrease in sales volume, which decreased gross margin by $6 million. These factors that decreased gross margin were partially offset by a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $19 million and a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $10 million. Gross margin also includes the impact of a $1 million unrealized net mark-to-market gain on natural gas derivatives in the six months ended June 30, 2024 compared to a $3 million gain in the six months ended June 30, 2023.

CF INDUSTRIES HOLDINGS, INC.

Other Segment

Our Other segment primarily includes the following products:

diesel exhaust fluid (DEF), an aqueous urea solution typically made with 32.5% or 50% high-purity urea and the remainder deionized water;
urea liquor, a liquid product that we sell in concentrations of 40%, 50% and 70% high-purity urea as a chemical intermediate; and
nitric acid, a nitrogen-based mineral acid that is used in the production of nitrate-based fertilizers, nylon precursors and other specialty chemicals.

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


	Three Months Ended June 30,											Six Months Ended June 30,
	2024			2023			2024 v. 2023					2024			2023			2024 v. 2023
	(dollars in millions, except per ton amounts)
Net sales	$	133		$	138		$	(5)		(4)	%	$	255		$	289		$	(34)		(12)	%
Cost of sales	67			76			(9)			(12)	%	151			168			(17)			(10)	%
Gross margin	$	66		$	62		$	4		6	%	$	104		$	121		$	(17)		(14)	%
Gross margin percentage	49.6		%	44.9		%	4.7		%			40.8		%	41.9		%	(1.1)		%
Sales volume by product tons (000s)	557			560			(3)			(1)	%	1,070			1,084			(14)			(1)	%
Sales volume by nutrient tons (000s)(1)	109			110			(1)			(1)	%	208			213			(5)			(2)	%
Average selling price per product ton	$	239		$	246		$	(7)		(3)	%	$	238		$	267		$	(29)		(11)	%
Average selling price per nutrient ton(1)	$	1,220		$	1,255		$	(35)		(3)	%	$	1,226		$	1,357		$	(131)		(10)	%
Gross margin per product ton	$	118		$	111		$	7		6	%	$	97		$	112		$	(15)		(13)	%
Gross margin per nutrient ton(1)	$	606		$	564		$	42		7	%	$	500		$	568		$	(68)		(12)	%
Depreciation and amortization	$	13		$	17		$	(4)		(24)	%	$	33		$	33		$	—		—	%
Unrealized net mark-to-market gain on natural gas derivatives	$	(1)		$	—		$	(1)		N/M		$	(2)		$	(7)		$	5		71	%

N/M—Not Meaningful

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

Second Quarter of 2024 Compared to Second Quarter of 2023

Net Sales. Net sales in our Other segment decreased by $5 million, or 4%, to $133 million in the second quarter of 2024 from $138 million in the second quarter of 2023 due to a 3% decrease in average selling prices and a 1% decrease in sales volume. The decrease in average selling prices was due primarily to lower global energy costs reducing the global market clearing price required to meet global demand.

Cost of Sales. Cost of sales in our Other segment averaged $121 per ton in the second quarter of 2024, a 10% decrease from $135 per ton in the second quarter of 2023, due primarily to lower costs for maintenance activity and the impact of lower realized natural gas costs, including the impact of realized derivatives.

Gross Margin. Gross margin in our Other segment increased by $4 million to $66 million in the second quarter of 2024 from $62 million in the second quarter of 2023, and our gross margin percentage was 49.6% in the second quarter of 2024 compared to 44.9% in the second quarter of 2023. The increase in gross margin was due primarily to a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $8 million, and a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $2 million. These factors that increased gross margin were partially offset by a 3% decrease in average selling prices, which decreased gross margin by $5 million, and a 1% decrease in sales volume, which decreased gross margin by $2 million. Gross margin also includes the impact of a $1 million unrealized net mark-to-market gain on natural gas derivatives in the second quarter of 2024.

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Net Sales. Net sales in our Other segment decreased by $34 million, or 12%, to $255 million in the six months ended June 30, 2024 from $289 million in the six months ended June 30, 2023 due to an 11% decrease in average selling prices and a

CF INDUSTRIES HOLDINGS, INC.

1% decrease in sales volume. The decrease in average selling prices was due primarily to lower global energy costs reducing the global market clearing price required to meet global demand.

Cost of Sales. Cost of sales in our Other segment averaged $141 per ton in the six months ended June 30, 2024, a 9% decrease from $155 per ton in the six months ended June 30, 2023, due primarily to the impact of lower realized natural gas costs, including the impact of realized derivatives.

Gross Margin. Gross margin in our Other segment decreased by $17 million to $104 million in the six months ended June 30, 2024 from $121 million in the six months ended June 30, 2023, and our gross margin percentage was 40.8% in the six months ended June 30, 2024 compared to 41.9% in the six months ended June 30, 2023. The decrease in gross margin was due primarily to an 11% decrease in average selling prices, which decreased gross margin by $30 million and a 1% decrease in sales volume, which decreased gross margin by $6 million. These factors that decreased gross margin were partially offset by a decrease in realized natural gas costs, including the impact of realized derivatives, which increased gross margin by $19 million and a net decrease in manufacturing, maintenance and other costs, which increased gross margin by $5 million. Gross margin also includes the impact of a $2 million unrealized net mark-to-market gain on natural gas derivatives in the six months ended June 30, 2024 compared to a $7 million gain in the six months ended June 30, 2023.

Liquidity and Capital Resources

Our primary uses of cash are generally for operating costs, working capital, capital expenditures, debt service, investments, taxes, share repurchases, and dividends. Our 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 June 30, 2024, our cash and cash equivalents balance was $1.82 billion, a decrease of $213 million from $2.03 billion at December 31, 2023. The decrease in cash and cash equivalents primarily reflects cash used for share repurchases, the semi-annual distribution to the noncontrolling interest, the payment of dividends and capital expenditures, partially offset by cash generated by operations, as described below under “Cash Flows.” At June 30, 2024, we were in compliance with all applicable covenant requirements under our revolving credit agreement and senior notes, and unused borrowing capacity under our revolving credit agreement was $750 million.

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

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.

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 $182 million in the first six months of 2024 compared to $164 million in the first six months of 2023.

We currently anticipate that capital expenditures for the full year 2024 will be approximately $550 million. Planned capital expenditures are generally subject to change due to delays in regulatory approvals or permitting, unanticipated increases in cost, changes in scope and completion time, performance of third parties, delays in the receipt of equipment, adverse weather, defects in materials and workmanship, labor or material shortages, transportation constraints, acceleration or delays in the timing of the work and other unforeseen difficulties.

CF INDUSTRIES HOLDINGS, INC.

Acquisition of Waggaman Ammonia Production Facility

On December 1, 2023, we acquired an ammonia production facility located in Waggaman, Louisiana from Dyno Nobel Louisiana Ammonia, LLC (DNLA), a U.S. subsidiary of Australia-based Incitec Pivot Limited (IPL), pursuant to an asset purchase agreement with DNLA and IPL. The facility has a nameplate production capacity of 880,000 tons of ammonia annually. Our acquisition of the Waggaman facility is intended to expand our ammonia manufacturing and distribution capacity, including our ability to enable low-carbon ammonia production.

The financial results of the Waggaman facility are included in our consolidated statement of operations and in our Ammonia segment from the acquisition date of December 1, 2023. See Note 5—Acquisition of Waggaman Ammonia Production Facility for additional information.

Share Repurchase Programs

On November 3, 2021, our Board of Directors (the Board) authorized the repurchase of up to $1.5 billion of CF Holdings common stock through December 31, 2024 (the 2021 Share Repurchase Program). The 2021 Share Repurchase Program was completed in the second quarter of 2023. On November 2, 2022, the Board authorized the repurchase of up to $3 billion of CF Holdings common stock commencing upon completion of the 2021 Share Repurchase Program and effective through December 31, 2025 (the 2022 Share Repurchase Program). Repurchases under our share repurchase programs may be made from time to time in the open market, through privately negotiated transactions, through block transactions, through accelerated share repurchase programs, or otherwise. 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.

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


	2022 Share Repurchase Program
	Shares	Amounts(1)
	(in millions)








Shares repurchased in 2023:
First quarter	—	$	—
Second quarter	0.8	50
Third quarter	1.9	150
Fourth quarter	2.9	225
Total shares repurchased in 2023	5.6	425

Shares repurchased in 2024:
First quarter	4.3	347
Second quarter	4.0	305


Total shares repurchased in 2024	8.3	652
Shares repurchased as of June 30, 2024	13.9	$	1,077

(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, 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 six months ended June 30, 2023, we completed the 2021 Share Repurchase Program with the repurchase of approximately 2.3 million

CF INDUSTRIES HOLDINGS, INC.

shares for $155 million, and we repurchased approximately 0.8 million shares under the 2022 Share Repurchase Program for $50 million.

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.

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

As of June 30, 2024, we had unused borrowing capacity under the Revolving Credit Agreement of $750 million and no outstanding letters of credit under the Revolving Credit Agreement. There were no borrowings outstanding under the Revolving Credit Agreement as of June 30, 2024 or December 31, 2023, or during the six months ended June 30, 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 June 30, 2024, approximately $340 million of letters of credit were outstanding under this agreement.

Senior Notes

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


	Effective Interest Rate		June 30, 2024						December 31, 2023
		Principal			Carrying Amount(1)			Principal			Carrying Amount(1)
			(in millions)
Public Senior Notes:



5.150% due March 2034	5.293%		$	750		$	742		$	750		$	741
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			745			750			744
Total long-term debt			$	3,000		$	2,970		$	3,000		$	2,968

(1)Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discount was $6 million and $7 million as of June 30, 2024 and December 31, 2023, respectively, and total deferred debt issuance costs were $24 million and $25 million as of June 30, 2024 and December 31, 2023, respectively.

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

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

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.

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 June 30, 2024 and December 31, 2023, we had $8 million and $130 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 June 30, 2024, our open natural gas derivative contracts consisted of natural gas basis swaps for 9.0 million MMBtus of natural gas. As of December 31, 2023, our open natural gas derivative contracts consisted of natural gas fixed price swaps, basis swaps and options for 49.0 million MMBtus of natural gas.

Defined Benefit Pension Plans

We contributed $21 million to our pension plans in the six months ended June 30, 2024. Over the remainder of 2024, we expect to contribute approximately $1 million to our pension plans, which would result in our making total contributions of approximately $22 million to our pension plans for the full year 2024. In addition, in the three-year period from 2025 to 2027, we expect to contribute a total of approximately £18 million (or $22 million) to our U.K. pension plans as currently agreed with the plans’ trustees.

Distribution to Noncontrolling Interest in CFN

On January 31, 2024, CFN distributed $144 million to CHS for the distribution period ended December 31, 2023. On July 31, 2024, the CFN Board of Managers approved semi-annual distribution payments for the distribution period ended June 30, 2024 in accordance with CFN’s limited liability company agreement, and CFN distributed $165 million to CHS for this distribution period.

Cash Flows

Net cash provided by operating activities during the first six months of 2024 was $920 million, a decrease of $739 million, compared to $1.66 billion in the first six months of 2023. The decrease in cash flow from operations was due primarily to lower net earnings and changes in net working capital. Net earnings for the first six months of 2024 was $744 million compared to $1.26 billion for the first six months of 2023, a decrease of $512 million. The decrease in net earnings was due primarily to a decrease in gross margin, driven by lower average selling prices, partially offset by lower natural gas costs. During the first six months of 2024, net changes in working capital reduced cash flow from operations by $136 million, while in the first six months of 2023, net changes in working capital increased cash flow from operations by $146 million. The decrease in cash flow from working capital changes was attributable primarily to movements in accounts

CF INDUSTRIES HOLDINGS, INC.

receivable as the first six months of 2024 was a net cash outflow of $45 million as compared to a net cash inflow of $198 million the first six months of 2023.

Net cash used in investing activities was $134 million in the first six months of 2024 compared to $127 million in the first six months of 2023. Capital expenditures totaled $182 million during the first six months of 2024 compared to $164 million in the first six months of 2023. Proceeds from the sale of emission credits was $47 million in the first six months of 2024 compared to $36 million in the first six months of 2023.

Net cash used in financing activities was $998 million in the first six months of 2024 compared to $639 million in the first six months of 2023. The increase was due primarily to an increase in share repurchases and dividends paid, partially offset by a decrease in distributions to noncontrolling interest. In the first six months of 2024, we paid $644 million for share repurchases compared to $205 million paid for share repurchases in the first six months of 2023. In the first six months of 2024, dividends paid on common stock was $188 million compared to $158 million in the first six months of 2023. The increase in dividends paid on common stock reflects quarterly dividends of $0.50 per common share declared and paid in the first two quarters of 2024, compared to quarterly dividends of $0.40 per common share that were declared and paid in the first two quarters of 2023. In the first six months of 2024, distributions to the noncontrolling interest were $144 million compared to $255 million in the first six months of 2023.

Critical Accounting Estimates

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

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 have used the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” or “would” and similar terms and phrases, including references to assumptions, to identify forward-looking statements in this document. 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 want to 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, 2023, filed with the SEC on February 22, 2024. Such factors include, among others:

the cyclical nature of our business and the impact of global supply and demand on our selling prices;
the global commodity nature of our nitrogen products, the conditions in the international market for nitrogen products, and the intense global competition from other producers;
conditions in the United States, Europe and other agricultural areas, including the influence of governmental policies and technological developments on the demand for our fertilizer products;
the volatility of natural gas prices in North America and the United Kingdom;
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;

CF INDUSTRIES HOLDINGS, INC.

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;
risks associated with international operations;
the significant risks and hazards involved in producing and handling our products against which we may not be fully insured;
our ability to manage our indebtedness and any additional indebtedness that may be incurred;
our ability to maintain compliance with covenants under our revolving credit agreement and the agreements governing our indebtedness;
downgrades of our credit ratings;
risks associated with changes in tax laws and disagreements with taxing authorities;
risks 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;
the development and growth of the market for green and low-carbon (blue) ammonia and the risks and uncertainties relating to the development and implementation of our green and low-carbon ammonia projects; and
risks associated with expansions of our business, including unanticipated adverse consequences and the significant resources that could be required.

CF INDUSTRIES HOLDINGS, INC.

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