Item 1. FINANCIAL STATEMENTS.

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Item 1. FINANCIAL STATEMENTS.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
	(in millions, except per share amounts)
Net sales	$	1,890	$	1,572	$	3,553	$	3,042
Cost of sales	1,135		893		2,226		1,954
Gross margin	755		679		1,327		1,088
Selling, general and administrative expenses	101		76		185		164




U.K. operations restructuring	—		—		23		—
Integration costs	—		1		—		4
Other operating—net	8		(39)		22		(22)
Total other operating costs and expenses	109		38		230		146

Equity in earnings (losses) of operating affiliate	2		(3)		6		(1)
Operating earnings	648		638		1,103		941
Interest expense	36		37		73		74
Interest income	(17)		(28)		(34)		(58)

Other non-operating—net	(6)		—		(8)		(4)
Earnings before income taxes	635		629		1,072		929
Income tax provision	143		123		229		185

Net earnings	492		506		843		744
Less: Net earnings attributable to noncontrolling interests	106		86		145		130
Net earnings attributable to common stockholders	$	386	$	420	$	698	$	614
Net earnings per share attributable to common stockholders:
Basic	$	2.37	$	2.30	$	4.21	$	3.31
Diluted	$	2.37	$	2.30	$	4.20	$	3.31
Weighted-average common shares outstanding:
Basic	162.9		182.7		165.8		185.1
Diluted	163.1		182.8		165.9		185.5
Dividends declared per common share	$	0.50	$	0.50	$	1.00	$	1.00

See accompanying Notes to Unaudited Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
	(in millions)
Net earnings	$	492	$	506	$	843	$	744
Other comprehensive income (loss):
Foreign currency translation adjustment—net of taxes	74		(6)		85		(22)


Defined benefit plans—net of taxes	(5)		(1)		(7)		(1)
	69		(7)		78		(23)
Comprehensive income	561		499		921		721
Less: Comprehensive income attributable to noncontrolling interests	106		86		145		130
Comprehensive income attributable to common stockholders	$	455	$	413	$	776	$	591

See accompanying Notes to Unaudited Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS


	(Unaudited)
	June 30, 2025		December 31, 2024
	(in millions, except share and per share amounts)
Assets
Current assets:
Cash and cash equivalents (amount related to variable interest entity (VIE)—2025: $264)	$	1,686	$	1,614

Accounts receivable—net	586		404
Inventories	316		314

Prepaid income taxes	51		145
Other current assets	37		43
Total current assets	2,676		2,520
Property, plant and equipment—net (amount related to VIE—2025: $165)	6,743		6,735
Investment in affiliate	35		29
Goodwill	2,493		2,492
Intangible assets—net	488		507
Operating lease right-of-use assets	341		266
Other assets	974		917
Total assets	$	13,750	$	13,466
Liabilities and Equity
Current liabilities:

Accounts payable and accrued expenses (amount related to VIE—2025: $78)	$	671	$	603
Income taxes payable	18		2
Customer advances	32		118
Current operating lease liabilities	98		86

Other current liabilities	11		9
Total current liabilities	830		818
Long-term debt	2,973		2,971
Deferred income taxes	839		871
Operating lease liabilities	255		189
Supply contract liability	709		724
Other liabilities (amount related to VIE—2025: $1)	323		301
Equity:
Stockholders’ equity:
Preferred stock—$0.01 par value, 50,000,000 shares authorized	—		—
Common stock—$0.01 par value, 500,000,000 shares authorized, 2025—161,966,492 shares issued and 2024—170,237,254 shares issued	2		2
Paid-in capital	1,239		1,284
Retained earnings	3,924		4,009
Treasury stock—at cost, 2025—0 shares and 2024—354,264 shares	—		(30)
Accumulated other comprehensive loss	(202)		(280)
Total stockholders’ equity	4,963		4,985
Noncontrolling interests	2,858		2,607
Total equity	7,821		7,592
Total liabilities and equity	$	13,750	$	13,466

See accompanying Notes to Unaudited Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)


	Common Stockholders
	$0.01 Par Value Common Stock		Treasury Stock		Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity		Noncontrolling Interests		Total Equity
	(in millions, except per share amounts)
Balance as of March 31, 2025	$	2	$	(451)	$	1,292	$	4,208	$	(271)	$	4,780	$	2,517	$	7,297


Net earnings	—		—		—		386		—		386		106		492
Other comprehensive income	—		—		—		—		69		69		—		69
Purchases of treasury stock	—		(204)		—		—		—		(204)		—		(204)
Retirement of treasury stock	—		653		(63)		(590)		—		—		—		—

Issuance of $0.01 par value common stock under employee stock plans	—		2		(2)		—		—		—		—		—

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

Dividends and dividend equivalents ($0.50 per share)	—		—		—		(80)		—		(80)		—		(80)
Contributions from noncontrolling interests	—		—		—		—		—		—		235		235




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

Balance as of December 31, 2024	$	2	$	(30)	$	1,284	$	4,009	$	(280)	$	4,985	$	2,607	$	7,592
Net earnings	—		—		—		698		—		698		145		843
Other comprehensive income	—		—		—		—		78		78		—		78
Purchases of treasury stock	—		(642)		—		—		—		(642)		—		(642)
Retirement of treasury stock	—		683		(66)		(617)		—		—		—		—
Acquisition of treasury stock under employee stock plans	—		(13)		—		—		—		(13)		—		(13)
Issuance of $0.01 par value common stock under employee stock plans	—		2		(1)		—		—		1		—		1

Stock-based compensation expense	—		—		22		—		—		22		—		22

Dividends and dividend equivalents ($1.00 per share)	—		—		—		(166)		—		(166)		—		(166)
Contributions from noncontrolling interests	—		—		—		—		—		—		235		235


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

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

(Continued)

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(Continued) (Unaudited)


	Common Stockholders
	$0.01 Par Value Common Stock		Treasury Stock		Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity		Noncontrolling Interest		Total Equity
	(in millions, except per share amounts)
Balance as of March 31, 2024	$	2	$	(374)	$	1,403	$	4,634	$	(225)	$	5,440	$	2,556	$	7,996


Net earnings	—		—		—		420		—		420		86		506
Other comprehensive loss	—		—		—		—		(7)		(7)		—		(7)
Purchases of treasury stock	—		(308)		—		—		—		(308)		—		(308)
Retirement of treasury stock	—		665		(62)		(603)		—		—		—		—

Issuance of $0.01 par value common stock under employee stock plans	—		2		(2)		—		—		—		—		—

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

Dividends and dividend equivalents ($0.50 per share)	—		—		—		(91)		—		(91)		—		(91)





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

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



Net earnings	—		—		—		614		—		614		130		744
Other comprehensive loss	—		—		—		—		(23)		(23)		—		(23)
Purchases of treasury stock	—		(659)		—		—		—		(659)		—		(659)
Retirement of treasury stock	—		665		(62)		(603)		—		—		—		—
Acquisition of treasury stock under employee stock plans	—		(23)		—		—		—		(23)		—		(23)
Issuance of $0.01 par value common stock under employee stock plans	—		2		(1)		—		—		1		—		1

Stock-based compensation expense	—		—		19		—		—		19		—		19

Dividends and dividend equivalents ($1.00 per share)	—		—		—		(186)		—		(186)		—		(186)



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

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

See accompanying Notes to Unaudited Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six months ended June 30,
	2025		2024
	(in millions)
Operating Activities:
Net earnings	$	843	$	744
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	453		475
Deferred income taxes	(38)		(70)
Stock-based compensation expense	22		19


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





Gain on sale of emission credits	—		(47)
Loss on disposal of property, plant and equipment	1		6
Loss on sale of Ince facility	23		—
Undistributed (earnings) losses of affiliate—net of taxes	(6)		1
Changes in assets and liabilities:
Accounts receivable—net	(178)		(45)
Inventories	(6)		(6)
Accrued and prepaid income taxes	95		63
Accounts payable and accrued expenses	4		(26)
Customer advances	(86)		(122)
Other—net	20		(38)
Net cash provided by operating activities	1,149		920
Investing Activities:
Additions to property, plant and equipment	(377)		(182)
Purchase of Waggaman ammonia production facility	—		2
Proceeds from sale of property, plant and equipment	6		—
Proceeds from sale of Ince facility	4		—




Proceeds from sale of investments held in nonqualified employee benefit trust	—		1
Purchase of emission credits	(1)		(2)
Proceeds from sale of emission credits	—		47

Net cash used in investing activities	(368)		(134)
Financing Activities:





Dividends paid on common stock	(167)		(188)
Contributions from noncontrolling interests	235		—
Distributions to noncontrolling interest	(129)		(144)
Purchases of treasury stock	(660)		(644)
Proceeds from issuances of common stock under employee stock plans	1		1
Cash paid for shares withheld for taxes	(13)		(23)

Net cash used in financing activities	(733)		(998)
Effect of exchange rate changes on cash and cash equivalents	24		(1)
Increase (decrease) in cash and cash equivalents	72		(213)
Cash and cash equivalents at beginning of period	1,614		2,032
Cash and cash equivalents at end of period	$	1,686	$	1,819

See accompanying Notes to Unaudited Consolidated Financial Statements.

CF INDUSTRIES HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Background and Basis of Presentation

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 low-carbon hydrogen and nitrogen products for energy, fertilizer, emissions abatement, and other industrial activities. Our manufacturing complexes in the United States, Canada and the United Kingdom, an extensive storage, transportation and distribution network in North America, and logistics capabilities enabling a global reach underpin our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy. Our principal customers are cooperatives, retailers, independent fertilizer distributors, traders, wholesalers and industrial users. Our core product is anhydrous ammonia (ammonia), which contains 82% nitrogen and 18% hydrogen. Products derived from ammonia that are most often used as nitrogen fertilizers include granular urea, urea ammonium nitrate solution (UAN) and ammonium nitrate (AN). AN is also used extensively by the commercial explosives industry as a component of explosives. Products derived from ammonia that are sold primarily to industrial customers include diesel exhaust fluid (DEF), urea liquor, nitric acid and aqua ammonia.

All references to “CF Holdings,” “the Company,” “we,” “us” and “our” 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.

The accompanying unaudited interim consolidated financial statements of CF Holdings include the accounts of CF Industries, all of CF Holdings’ majority-owned subsidiaries and a variable interest entity of which we are the primary beneficiary. All significant intercompany transactions and balances have been eliminated. See Note 12—Variable Interest Entity and Note 13—Noncontrolling Interests for additional information.

The accompanying unaudited interim consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements for the year ended December 31, 2024, in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial reporting. In the opinion of management, these statements reflect all adjustments, consisting only of normal and recurring adjustments, that are necessary for the fair representation of the information for the periods presented. The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Operating results for any period presented apply to that period only and are not necessarily indicative of results for any future period.

The accompanying unaudited interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements and related disclosures included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 20, 2025. The preparation of the unaudited interim consolidated financial statements requires us to make use of estimates and assumptions that may significantly affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the unaudited interim consolidated financial statements and the reported revenues and expenses for the periods presented. Such estimates and assumptions are used for, but are not limited to, net realizable value of inventories, environmental remediation liabilities, environmental and litigation contingencies, asset retirement obligations, the cost of emission credits required to meet environmental regulations, the cost of customer incentives, useful lives of property and identifiable intangible assets, the evaluation of potential impairments of property, investments, identifiable intangible assets and goodwill, income tax reserves, including any related interest and penalties, and the assessment of the realizability of deferred tax assets, measurement of the fair values of investments for which markets are not active, the determination of the funded status and annual expense of defined benefit pension and other postretirement plans, and the valuation of stock-based compensation awards granted to employees.

2. New Accounting Standards

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU adds new guidance that further enhances income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024. We are continuing to evaluate the impact that our adoption of this ASU will have on our income tax disclosures beginning with the consolidated financial statements that will be included in our Annual Report on Form 10-K for the fiscal year ending December 31, 2025.

CF INDUSTRIES HOLDINGS, INC.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires disclosure, within the footnotes to the financial statements, of specified costs and expenses disaggregated from the amounts presented on consolidated statements of operations. The guidance in this ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact that our adoption of this ASU will have on the disclosures in our consolidated financial statements.

3. Revenue Recognition

We track our revenue by product and by geography. See Note 15—Segment Disclosures for our revenue by reportable segment, which are Ammonia, Granular Urea, UAN, AN and Other. The following table summarizes our revenue by product and by geography (based on the destination of our shipment) for the three and six months ended June 30, 2025 and 2024:


	Ammonia		Granular Urea		UAN		AN		Other		Total
	(in millions)
Three months ended June 30, 2025
North America	$	415	$	547	$	558	$	57	$	109	$	1,686
Europe and other	76		—		52		60		16		204

Total revenue	$	491	$	547	$	610	$	117	$	125	$	1,890
Three months ended June 30, 2024
North America	$	330	$	449	$	422	$	51	$	114	$	1,366
Europe and other	79		8		53		47		19		206
Total revenue	$	409	$	457	$	475	$	98	$	133	$	1,572

Six months ended June 30, 2025
North America	$	781	$	986	$	966	$	104	$	222	$	3,059
Europe and other	230		—		114		114		36		494

Total revenue	$	1,011	$	986	$	1,080	$	218	$	258	$	3,553
Six months ended June 30, 2024
North America	$	664	$	852	$	795	$	99	$	216	$	2,626
Europe and other	147		12		105		113		39		416
Total revenue	$	811	$	864	$	900	$	212	$	255	$	3,042

As of June 30, 2025 and December 31, 2024, we had $32 million and $118 million, respectively, in customer advances on our consolidated balance sheets. During the six months ended June 30, 2025 and 2024, substantially all of the customer advances at the beginning of each respective period were recognized as revenue.

We offer cash incentives to certain customers generally based on the volume of their purchases over the fertilizer year ending June 30. Our cash incentives do not provide an option to the customer for additional product. The balances of customer incentives accrued as of June 30, 2025 and December 31, 2024 were not material.

We have certain customer contracts with performance obligations where if the customer does not take the required amount of product specified in the contract, then the customer is required to make a payment to us, the amount of which may vary based upon the terms and conditions of the applicable contract. As of June 30, 2025, excluding contracts with original durations of less than one year, and based on the minimum product tonnage to be sold and current market price estimates, our remaining performance obligations under these contracts were approximately $2.3 billion. We expect to recognize approximately 12% of these performance obligations as revenue in the remainder of 2025, approximately 38% as revenue during 2026-2028, approximately 17% as revenue during 2029-2031, and the remainder as revenue thereafter. Subject to the terms and conditions of the applicable contracts, if these customers do not satisfy their purchase obligations under such contracts, the minimum amount that they would be required to pay to us under such contracts, in the aggregate, was approximately $1.2 billion as of June 30, 2025. Other than the performance obligations described above, any performance obligations with our customers that were unfulfilled or partially filled at December 31, 2024 will be satisfied in 2025.

CF INDUSTRIES HOLDINGS, INC.

Supply Contract Liability

In connection with our December 1, 2023 acquisition of the Waggaman ammonia production facility, we entered into a long-term ammonia offtake agreement providing for us to supply up to 200,000 tons of ammonia per year to Dyno Nobel, Inc. (the Supply Contract). The terms of the Supply Contract were determined to be unfavorable compared to market as of the acquisition date. As a result, we recorded an intangible liability with an acquisition date fair value of $757 million, which is being amortized to net sales over the estimated life of the Supply Contract of 25 years. For both the three months ended June 30, 2025 and 2024, we amortized $8 million of the Supply Contract liability into net sales. For both the six months ended June 30, 2025 and 2024, we amortized $15 million of the Supply Contract liability into net sales. As of June 30, 2025 and December 31, 2024, we had $709 million and $724 million, respectively, in Supply Contract liability on our consolidated balance sheets. Estimated amortization of the Supply Contract liability for the remainder of 2025 is approximately $15 million and for each of the fiscal years 2026 to 2030 is approximately $30 million.

4. Net Earnings Per Share

Net earnings per share were computed as follows:


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
	(in millions, except per share amounts)
Net earnings attributable to common stockholders	$	386	$	420	$	698	$	614
Basic earnings per common share:
Weighted-average common shares outstanding	162.9		182.7		165.8		185.1
Net earnings attributable to common stockholders	$	2.37	$	2.30	$	4.21	$	3.31
Diluted earnings per common share:
Weighted-average common shares outstanding	162.9		182.7		165.8		185.1
Dilutive common shares—stock-based awards	0.2		0.1		0.1		0.4
Diluted weighted-average common shares outstanding	163.1		182.8		165.9		185.5
Net earnings attributable to common stockholders	$	2.37	$	2.30	$	4.20	$	3.31

Diluted earnings per common share is calculated using weighted-average common shares outstanding, including the dilutive effect of stock-based awards as determined under the treasury stock method. In the computation of diluted earnings per common share, potentially dilutive stock-based awards are excluded if the effect of their inclusion is anti-dilutive. Shares for anti-dilutive stock-based awards not included in the computation of diluted earnings per common share were zero in both the three and six months ended June 30, 2025 and the three and six months ended June 30, 2024.

5. Inventories

Inventories consist of the following:


	June 30, 2025		December 31, 2024
	(in millions)
Finished goods	$	262	$	263
Raw materials, spare parts and supplies	54		51
Total inventories	$	316	$	314

CF INDUSTRIES HOLDINGS, INC.

6. Property, Plant and Equipment—Net

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


	June 30, 2025		December 31, 2024
	(in millions)
Land	$	109	$	114
Machinery and equipment	13,720		13,801
Buildings and improvements	1,021		1,011
Construction in progress	800		482
Property, plant and equipment(1)	15,650		15,408
Less: Accumulated depreciation and amortization	8,907		8,673
Property, plant and equipment—net	$	6,743	$	6,735

(1)As of June 30, 2025 and December 31, 2024, we had property, plant and equipment that was accrued but unpaid of $183 million and $101 million, respectively. As of June 30, 2024 and December 31, 2023, we had property, plant and equipment that was accrued but unpaid of $71 million and $68 million, respectively.

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

Plant turnarounds—Scheduled inspections, replacements and overhauls of plant machinery and equipment at our continuous process manufacturing facilities during a full plant shutdown are referred to as plant turnarounds. The expenditures related to plant turnarounds are capitalized in property, plant and equipment when incurred.

Scheduled replacements and overhauls of plant machinery and equipment during a plant turnaround include the dismantling, repair or replacement and installation of various components including piping, valves, motors, turbines, pumps, compressors and heat exchangers and the replacement of catalysts. Scheduled inspections, including required safety inspections which entail the disassembly of various components such as steam boilers, pressure vessels and other equipment requiring safety certifications, are also conducted during plant turnarounds. Internal employee costs and overhead amounts are not considered plant turnaround costs and are not capitalized.

The following is a summary of capitalized plant turnaround costs:


	Six months ended June 30,
	2025		2024
	(in millions)
Net capitalized plant turnaround costs as of January 1	$	363	$	352
Additions	90		38

Depreciation	(78)		(95)

Effect of exchange rate changes and other	4		(1)
Net capitalized plant turnaround costs as of June 30	$	379	$	294

United Kingdom Operations

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

CF INDUSTRIES HOLDINGS, INC.

In the first quarter of 2025, the Ince facility was sold, including certain liabilities assumed by the buyer, and we recognized a loss of $23 million on the sale. The loss is reflected in U.K. operations restructuring in our consolidated statement of operations for the six months ended June 30, 2025.

7. Equity Method Investment

We have a 50% ownership interest in Point Lisas Nitrogen Limited (PLNL), which operates an ammonia production facility in Trinidad and Tobago. We include our share of the net earnings from this equity method investment as an element of earnings from operations because PLNL provides additional production to our operations and is integrated with our other supply chain and sales activities in the Ammonia segment. As of June 30, 2025, the total carrying value of our equity method investment in PLNL was $35 million.

We have transactions in the normal course of business with PLNL reflecting our obligation to purchase 50% of the ammonia produced by PLNL at current market prices. Our ammonia purchases from PLNL totaled $21 million and $55 million for the three and six months ended June 30, 2025, respectively, and $16 million and $46 million for the three and six months ended June 30, 2024, respectively.

8. Fair Value Measurements

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


	June 30, 2025
	Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value
	(in millions)
Cash	$	444	$	—	$	—	$	444
Cash equivalents:
U.S. and Canadian government obligations	374		—		—		374
Other debt securities	868		—		—		868
Total cash and cash equivalents	$	1,686	$	—	$	—	$	1,686

Nonqualified employee benefit trusts	15		2		—		17


	December 31, 2024
	Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value
	(in millions)
Cash	$	168	$	—	$	—	$	168
Cash equivalents:
U.S. and Canadian government obligations	932		—		—		932
Other debt securities	514		—		—		514
Total cash and cash equivalents	$	1,614	$	—	$	—	$	1,614

Nonqualified employee benefit trusts	15		2		—		17

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

CF INDUSTRIES HOLDINGS, INC.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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


	June 30, 2025
	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash equivalents	$	1,242	$	1,242	$	—	$	—

Nonqualified employee benefit trusts	17		17		—		—
Derivative assets	2		—		2		—
Derivative liabilities	(3)		—		(3)		—


	December 31, 2024
	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash equivalents	$	1,446	$	1,446	$	—	$	—

Nonqualified employee benefit trusts	17		17		—		—
Derivative assets	4		—		4		—
Derivative liabilities	(3)		—		(3)		—

Cash Equivalents

Cash equivalents include highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less. As of June 30, 2025 and December 31, 2024, our cash equivalents consisted primarily of U.S. and Canadian government obligations and money market mutual funds that invest in U.S. government obligations and other investment-grade securities.

Nonqualified Employee Benefit Trusts

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

Derivative Instruments

The derivative instruments that we use are primarily natural gas fixed price swaps, basis swaps and options traded in the over-the-counter markets with multi-national commercial banks, other major financial institutions or large energy companies. The natural gas derivative contracts represent anticipated natural gas needs for future periods, and settlements are scheduled to coincide with anticipated natural gas purchases during those future periods. The natural gas derivative contracts settle using primarily a NYMEX futures price index. To determine the fair value of these instruments, we use quoted market prices from NYMEX and standard pricing models with inputs derived from or corroborated by observable market data such as forward curves supplied by an industry-recognized independent third party.

CF INDUSTRIES HOLDINGS, INC.

Financial Instruments

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


	June 30, 2025				December 31, 2024
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in millions)
Long-term debt	$	2,973	$	2,866	$	2,971	$	2,827

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

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

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

We also have assets and liabilities that may be measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on a recurring basis, but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment, when there is allocation of purchase price in an acquisition or when a new liability is being established that requires fair value measurement. These include long-lived assets, goodwill and other intangible assets and investments in unconsolidated subsidiaries, such as equity method investments, which may be written down to fair value as a result of impairment. The fair value measurements related to assets and liabilities measured at fair value on a nonrecurring basis rely primarily on Company-specific inputs. Since certain of the Company’s assumptions would involve inputs that are not observable, these fair values would reside within Level 3 of the fair value hierarchy.

9. Income Taxes

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

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

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

Our effective tax rate is impacted by earnings attributable to the noncontrolling interests as our consolidated income tax provision does not include a tax provision on the earnings attributable to the noncontrolling interests. Our effective tax rate for the three months ended June 30, 2025 of 22.4%, which is based on pre-tax income of $635 million, including $106 million of earnings attributable to the noncontrolling interests, would be 4.5 percentage points higher if based on pre-tax income exclusive of the $106 million of earnings attributable to the noncontrolling interests. Our effective tax rate for the three months ended June 30, 2024 of 19.5%, which is based on pre-tax income of $629 million, including $86 million of earnings attributable to the noncontrolling interest, would be 3.1 percentage points higher if based on pre-tax income exclusive of the $86 million of earnings attributable to the noncontrolling interest.

Our effective tax rate for the six months ended June 30, 2025 of 21.3%, which is based on pre-tax income of $1.07 billion, including $145 million of earnings attributable to the noncontrolling interests, would be 3.4 percentage points higher if based on pre-tax income exclusive of the $145 million of earnings attributable to the noncontrolling interests. Our effective tax rate for the six months ended June 30, 2024 of 19.9%, which is based on pre-tax income of $929 million, including $130 million of earnings attributable to the noncontrolling interest, would be 3.2 percentage points higher if based on pre-tax income exclusive of the $130 million of earnings attributable to the noncontrolling interest.

CF INDUSTRIES HOLDINGS, INC.

10. Financing Agreements

Revolving Credit Agreement

We have a senior unsecured revolving credit agreement (the Revolving Credit Agreement), which provides for a revolving credit facility of up to $750 million with a maturity of October 26, 2028 and includes a letter of credit sub-limit of $125 million. Borrowings under the Revolving Credit Agreement may be used for working capital, capital expenditures, acquisitions, share repurchases and other general corporate purposes. CF Industries is the lead borrower, and CF Holdings is the sole guarantor, under the Revolving Credit Agreement.

Borrowings under the Revolving Credit Agreement can be denominated in U.S. dollars, Canadian dollars, euros and British pounds. Borrowings in U.S. dollars bear interest at a per annum rate equal to, at our option, an applicable adjusted term Secured Overnight Financing Rate or base rate plus, in either case, a specified margin. We are required to pay an undrawn commitment fee on the undrawn portion of the commitments under the Revolving Credit Agreement and customary letter of credit fees. The specified margin and the amount of the commitment fee depended on CF Holdings’ credit rating at the time.

As of June 30, 2025, we had unused borrowing capacity under the Revolving Credit Agreement of $750 million and no outstanding letters of credit under the Revolving Credit Agreement. In addition, there were no borrowings outstanding under the Revolving Credit Agreement as of December 31, 2024, or during the six months ended June 30, 2025 or 2024.

The Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including a financial covenant. As of June 30, 2025, we were in compliance with all covenants under the Revolving Credit Agreement.

Letters of Credit Under Bilateral Agreement

We are party to a bilateral agreement providing for the issuance of up to $425 million of letters of credit. As of June 30, 2025, approximately $342 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, 2025 and December 31, 2024 consisted of the following debt securities issued by CF Industries:


	Effective Interest Rate		June 30, 2025						December 31, 2024
		Principal Outstanding			Carrying Amount(1)			Principal Outstanding			Carrying Amount(1)
			(in millions)
Public Senior Notes:



5.150% due March 2034	5.293%		$	750		$	743		$	750		$	742
4.950% due June 2043	5.040%		750			742			750			742
5.375% due March 2044	5.478%		750			741			750			741
Senior Secured Notes:

4.500% due December 2026(2)	4.783%		750			747			750			746
Total long-term debt			$	3,000		$	2,973		$	3,000		$	2,971

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

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

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

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

CF INDUSTRIES HOLDINGS, INC.

11. Interest Expense

Details of interest expense are as follows:


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
	(in millions)
Interest on borrowings(1)	$	38	$	38	$	75	$	75
Fees on financing agreements(1)	2		2		4		4

Interest capitalized	(4)		(3)		(6)		(5)
Total interest expense	$	36	$	37	$	73	$	74

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

12. Variable Interest Entity

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

At our Blue Point complex in Ascension Parish, Louisiana, the Blue Point joint venture is expected to construct an autothermal reforming (ATR) ammonia production facility with a carbon dioxide (CO2) dehydration and compression unit to prepare captured CO2 for transportation and sequestration. Engineering, equipment procurement and pre-construction activities at our Blue Point complex began in the second quarter of 2025. Construction of the ammonia production facility is expected to begin in 2026, with low-carbon ammonia production expected to begin in 2029. We will be responsible for the development, operation and maintenance of the ammonia production facility under contracts with the Blue Point joint venture. We, JERA and Mitsui are required to purchase low-carbon ammonia produced by the Blue Point joint venture in accordance with our respective ownership percentages.

Pursuant to periodic capital calls, the Blue Point joint venture members will fund the cost of the facility’s engineering, procurement and construction according to their respective ownership percentages. During the second quarter of 2025, we, JERA and Mitsui made initial capital contributions of $157 million, $137 million and $98 million, respectively, to the Blue Point joint venture. We funded $114 million of our contribution with cash and $43 million through a non-cash contribution of a license to use certain intellectual property.

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

We determined that the Blue Point joint venture is a variable interest entity (VIE) of which we are the primary beneficiary. We have a significant variable interest in the Blue Point joint venture through our 40% equity interest. We are considered the primary beneficiary of the VIE as we have both the power to direct the day-to-day operations of the low-carbon ammonia production facility, which are the activities that most significantly impact the economic performance of the VIE, and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE, due to our 40% equity interest. As a result, we consolidate this VIE in our consolidated financial statements, with the combined 60% equity interest owned by JERA and Mitsui recorded as noncontrolling interest.

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

CF INDUSTRIES HOLDINGS, INC.


		June 30, 2025
	(in millions)
Assets

Cash and cash equivalents		$	264


Property, plant and equipment, net		165


Total assets		$	429
Liabilities

Accounts payable and accrued expenses		$	78


Other liabilities		1
Total liabilities		$	79

As of June 30, 2025, all assets of the Blue Point joint venture can only be used to settle the obligations of the Blue Point joint venture. In addition, as of June 30, 2025, all liabilities of the Blue Point joint venture are payable to creditors who do not have recourse to the general credit of CF Holdings.

CF Holdings has provided guarantees for certain financial commitments of the Blue Point joint venture to several third-party vendors; however, as of June 30, 2025, no liabilities had been incurred by the Blue Point joint venture to these third-party vendors.

13. Noncontrolling Interests

We have a strategic venture with CHS Inc. (CHS) under which CHS owns an equity interest in CF Industries Nitrogen, LLC (CFN), a subsidiary of CF Holdings. CHS’ equity interest represents approximately 11% of the membership interests of CFN. We own the remaining membership interests. Under the terms of CFN’s limited liability company agreement, each member’s interest will reflect, over time, the impact of the profitability of CFN, any member contributions made to CFN and withdrawals and distributions received from CFN. We also have a 40% ownership interest in the Blue Point joint venture. JERA and Mitsui own the remaining membership interests. See Note 12—Variable Interest Entity for additional information on the Blue Point joint venture.

For financial reporting purposes, the assets, liabilities and earnings of CFN and the Blue Point joint venture are consolidated into our financial statements. CHS’ interest in CFN and each of JERA’s and Mitsui’s interests in the Blue Point joint venture are recorded in noncontrolling interests in our consolidated financial statements.

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



	2025						2024
	CFN		Blue Point		Total		CFN
	(in millions)
Noncontrolling interests:
Balance as of January 1	$	2,607	$	—	$	2,607	$	2,656
Issuance of noncontrolling interests in Blue Point Number One, LLC	—		235		235		—
Earnings attributable to noncontrolling interests	140		5		145		130
Declaration of distributions payable	(129)		—		(129)		(144)


Balance as of June 30	$	2,618	$	240	$	2,858	$	2,642
Distributions payable to noncontrolling interest:
Balance as of January 1	$	—	$	—	$	—	$	—
Declaration of distributions payable	129		—		129		144
Distributions to noncontrolling interest	(129)		—		(129)		(144)

Balance as of June 30	$	—	$	—	$	—	$	—

CF INDUSTRIES HOLDINGS, INC.

CHS also receives deliveries pursuant to a supply agreement under which CHS has the right to purchase annually from CFN up to approximately 1.1 million tons of granular urea and 580,000 tons of UAN at market prices. As a result of its equity interest in CFN, CHS is entitled to semi-annual cash distributions from CFN. We are also entitled to semi-annual cash distributions from CFN. The amounts of distributions from CFN to us and CHS are based generally on the profitability of CFN and determined based on the volume of granular urea and UAN sold by CFN to us and CHS pursuant to supply agreements, less a formula driven amount based primarily on the cost of natural gas used to produce the granular urea and UAN, and adjusted for the allocation of items such as operational efficiencies and overhead amounts.

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

14. Stockholders’ Equity

Common Stock

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

On November 2, 2022, the Board authorized the repurchase of up to $3 billion of CF Holdings common stock, which is effective through December 31, 2025 (the 2022 Share Repurchase Program). On May 6, 2025, the Board authorized the repurchase of up to $2 billion of CF Holdings common stock commencing upon the completion of the 2022 Share Repurchase Program and effective through December 31, 2029.

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



	Shares	Amounts(1)
	(in millions)













Shares repurchased in 2023	5.6	$	425

Shares repurchased in 2024:
First quarter	4.3	347
Second quarter	4.0	305
Third quarter	6.1	476
Fourth quarter	4.4	385
Total shares repurchased in 2024	18.8	1,513
Shares repurchased in 2025:
First quarter	5.4	434
Second quarter	2.8	202


Total shares repurchased in 2025	8.2	636
Shares repurchased as of June 30, 2025	32.6	$	2,574

(1)As defined in the 2022 Share Repurchase Program, amounts reflect the price paid for the shares of common stock repurchased, excluding commissions paid to brokers and excise taxes.

In the six months ended June 30, 2025, we repurchased approximately 8.2 million shares under the 2022 Share Repurchase Program for $636 million. In the six months ended June 30, 2024, we repurchased approximately 8.3 million shares under the 2022 Share Repurchase Program for $652 million, of which $14 million was accrued and unpaid as of June 30, 2024.

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

CF INDUSTRIES HOLDINGS, INC.

Accumulated Other Comprehensive Loss

Changes to accumulated other comprehensive loss and the impact on other comprehensive income (loss) are as follows:


	Foreign Currency Translation Adjustment		Unrealized Gain on Derivatives		Defined Benefit Plans		Accumulated Other Comprehensive Income (Loss)
	(in millions)









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


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



Effect of exchange rate changes and deferred taxes	85		—		(6)		79
Balance as of June 30, 2025	$	(136)	$	3	$	(69)	$	(202)

Balance as of December 31, 2023	$	(146)	$	3	$	(66)	$	(209)
Loss arising during the period	—		—		(2)		(2)

Effect of exchange rate changes and deferred taxes	(22)		—		1		(21)
Balance as of June 30, 2024	$	(168)	$	3	$	(67)	$	(232)

CF INDUSTRIES HOLDINGS, INC.

15. Segment Disclosures

Our reportable segments consist of Ammonia, Granular Urea, UAN, AN and Other. These segments are differentiated by products. Our chief operating decision maker (CODM) is our President and Chief Executive Officer, who uses gross margin to evaluate segment performance and allocate resources. The CODM meets periodically with other members of senior management to analyze segment performance, including comparing actual results to projected results, with consideration to the costs incurred to produce and deliver the product. In addition, our CODM uses gross margin by reportable segment to make key operating decisions, such as the determination of capital expenditures and the allocation of operating budgets, to help guide strategic decisions to align with company-wide goals. 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 the CODM. The ammonia and other products that are upgraded into Granular Urea, UAN, AN and Other products are transferred at cost into the results of those products.

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


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
	(in millions)
Ammonia
Net sales	$	491	$	409	$	1,011	$	811
Cost of sales:
Natural gas, including the impact of realized derivatives(1)	108		55		218		141
Unrealized net mark-to-market loss (gain) on natural gas derivatives	—		—		1		(12)
Depreciation and amortization(2)	60		57		115		136
Distribution and storage(3)	58		44		95		79
Freight(4)	10		10		25		24
Other segment items(5)	119		96		235		231
Total cost of sales	355		262		689		599
Gross margin	$	136	$	147	$	322	$	212





Granular Urea
Net sales	$	547	$	457	$	986	$	864
Cost of sales:
Natural gas, including the impact of realized derivatives(1)	83		53		178		129
Unrealized net mark-to-market gain on natural gas derivatives	—		—		—		(9)
Depreciation and amortization(2)	72		76		143		145
Distribution and storage(3)	2		3		5		5
Freight(4)	12		10		19		20
Other segment items(5)	99		88		189		193
Total cost of sales	268		230		534		483
Gross margin	$	279	$	227	$	452	$	381

CF INDUSTRIES HOLDINGS, INC.


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
	(in millions)
UAN
Net sales	$	610	$	475	$	1,080	$	900
Cost of sales:
Natural gas, including the impact of realized derivatives(1)	91		45		195		122
Unrealized net mark-to-market loss (gain) on natural gas derivatives	—		—		1		(10)
Depreciation and amortization(2)	72		68		145		137
Distribution and storage(3)	25		18		38		32
Freight(4)	35		38		71		73
Other segment items(5)	117		90		218		187
Total cost of sales	340		259		668		541
Gross margin	$	270	$	216	$	412	$	359





AN
Net sales	$	117	$	98	$	218	$	212
Cost of sales:
Natural gas, including the impact of realized derivatives(1)	14		5		24		16
Unrealized net mark-to-market gain on natural gas derivatives	—		—		—		(1)
Depreciation and amortization(2)	10		7		18		20

Freight(4)	9		6		16		14
Other segment items(5)	59		57		119		131
Total cost of sales	92		75		177		180
Gross margin	$	25	$	23	$	41	$	32


Other(6)
Net sales	$	125	$	133	$	258	$	255
Cost of sales:
Natural gas, including the impact of realized derivatives(1)	12		8		27		19
Unrealized net mark-to-market gain on natural gas derivatives	—		(1)		—		(2)
Depreciation and amortization(2)	17		13		30		33
Distribution and storage(3)	2		1		2		1
Freight(4)	14		15		30		29
Other segment items(5)	35		31		69		71
Total cost of sales	80		67		158		151
Gross margin	$	45	$	66	$	100	$	104

CF INDUSTRIES HOLDINGS, INC.


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
	(in millions)
Consolidated
Net sales	$	1,890	$	1,572	$	3,553	$	3,042
Cost of sales:
Natural gas, including the impact of realized derivatives(1)	308		166		642		427
Unrealized net mark-to-market (gain) loss on natural gas derivatives	—		(1)		2		(34)
Depreciation and amortization(2)	231		221		451		471
Distribution and storage(3)	87		66		140		117
Freight(4)	80		79		161		160
Other segment items(5)	429		362		830		813
Total cost of sales	1,135		893		2,226		1,954
Gross margin	$	755	$	679	$	1,327	$	1,088
Total other operating costs and expenses	109		38		230		146
Equity in earnings (losses) of operating affiliate	2		(3)		6		(1)
Operating earnings	$	648	$	638	$	1,103	$	941

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

(2)For the three months ended June 30, 2025 and 2024, depreciation and amortization does not include $8 million and $9 million, respectively, of depreciation and amortization allocated to Corporate, which includes amortization of definite-lived intangible assets. For the six months ended June 30, 2025 and 2024, depreciation and amortization does not include $16 million and $19 million, respectively, of depreciation and amortization allocated to Corporate, which includes amortization of definite-lived intangible assets. For both the three months ended June 30, 2025 and 2024, depreciation and amortization does not include $8 million of amortization related to the Supply Contract liability, which is recognized in net sales. For both the six months ended June 30, 2025 and 2024, depreciation and amortization does not include $15 million of amortization related to the Supply Contract liability, which is recognized in net sales. See Note 3—Revenue Recognition for additional information on the Supply Contract liability.

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

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

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

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

Our assets, with the exception of goodwill, are not monitored by or reported to our CODM by segment; therefore, we do not present total assets by segment. The following table shows the carrying amount of goodwill by reportable segment as of June 30, 2025 and December 31, 2024:


	Ammonia		Granular Urea		UAN		AN		Other		Total
	(in millions)




Goodwill as of June 30, 2025	$	981	$	828	$	576	$	69	$	39	$	2,493
Goodwill as of December 31, 2024	980		828		576		69		39		2,492

CF INDUSTRIES HOLDINGS, INC.

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