CF Industries Holdings, Inc.

Previous wording

In July 2025, construction, commissioning and start-up of the dehydration and compression unit at our Donaldsonville complex was completed for a total cost of approximately $200 million. This new facility enables the transportation and permanent geological sequestration of up to 2 million metric tons of CO 2 annually that would otherwise have been emitted into the atmosphere. ExxonMobil, our CCS partner for this project, is transporting and permanently storing the CO 2. The project qualifies for tax credits under Section 45Q of the Internal Revenue Code, which provides a tax credit per metric ton of CO 2 captured and disposed of in secure geologic storage. As a result of the Donaldsonville CCS project, we expect to produce up to approximately 1.9 million tons of low-carbon ammonia annually at our Donaldsonville complex.

Current wording

At our Donaldsonville complex, the dehydration and compression unit enables the transportation and permanent geological sequestration of up to 2 million metric tons of CO 2 annually that would otherwise have been emitted into the atmosphere. ExxonMobil, our CCS partner for this project, is transporting and permanently storing the CO 2. The project qualifies for tax credits under Section 45Q of the Internal Revenue Code, which provides a tax credit per metric ton of CO 2 captured and disposed of in secure geological storage. As a result of the Donaldsonville CCS project, we expect to produce up to approximately 1.9 million tons of low-carbon ammonia annually at our Donaldsonville complex.

Previous wording

On an interim basis, ExxonMobil is storing CO 2 from our Donaldsonville complex in permanent geologic sites through enhanced oil recovery. Upon receiving its Class VI permits, ExxonMobil plans to transition to dedicated permanent storage, starting with its Rose CCS project (Rose). Rose is one of many dedicated permanent storage sites ExxonMobil is developing along the Gulf Coast to expand its integrated CCS network. The U.S. Environmental Protection Agency issued a draft Class VI permit for Rose in July 2025, and final permits are expected later in 2025.

Current wording

On an interim basis, ExxonMobil is storing CO 2 from our Donaldsonville complex in permanent geologic sites through enhanced oil recovery. Upon receiving its Class VI permit, ExxonMobil plans to transition to dedicated permanent storage, starting with its Rose CCS project (Rose). Rose is one of many dedicated permanent storage sites ExxonMobil is developing along the Gulf Coast to expand its integrated CCS network. The U.S. Environmental Protection Agency issued the final Class

Previous wording

Construction of the dehydration and compression unit at our Yazoo City complex is expected to cost approximately $100 million. At Yazoo City, CCS is expected to commence in 2028, following construction, commissioning and start-up, and annually is expected to enable the transportation and sequestration of up to approximately 500,000 metric tons of CO 2 that would otherwise have been emitted into the atmosphere. The Yazoo City CCS project is expected to qualify for tax credits under Section 45Q of the Internal Revenue Code, which provides a tax credit per metric ton of CO 2 captured and disposed of in secure geologic storage.

Current wording

Construction of the dehydration and compression unit at our Yazoo City complex is expected to cost approximately $100 million. At Yazoo City, CCS is expected to commence in 2028, following construction, commissioning and start-up, and annually is expected to enable the transportation and sequestration of up to approximately 500,000 metric tons of CO 2 that would otherwise have been emitted into the atmosphere. The Yazoo City CCS project is expected to qualify for tax credits under Section 45Q of the Internal Revenue Code, which provides a tax credit per metric ton of CO 2 captured and disposed of in secure geological storage.

Previous wording

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 CO 2 dehydration and compression unit to prepare captured CO 2 for transportation and sequestration. Engineering, equipment procurement and pre-construction activities at our Blue Point complex began in the second quarter of 2025. Construction of the ammonia production facility is expected to begin in 2026, with low-carbon ammonia production expected to begin in 2029. We will be responsible for the development, operation and maintenance of the ammonia production facility under contracts with the Blue Point joint venture. We, JERA and Mitsui are required to purchase low-carbon ammonia produced by the Blue Point joint venture in accordance with our respective ownership percentages.

Current wording

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 CO 2 dehydration and compression unit to prepare captured CO 2 for transportation and sequestration. Engineering, equipment procurement and pre-construction activities at our Blue Point complex began in the second quarter of 2025. Construction of the ammonia production facility is expected to begin in 2026, with low-carbon ammonia production expected to begin in 2029. We are responsible for the development, construction, operation and maintenance of the ammonia production facility under contracts with the Blue Point joint venture. We, JERA and Mitsui are required to purchase low-carbon ammonia produced by the Blue Point joint venture in accordance with our respective ownership percentages once production commences.

Previous wording

We estimate that the cost of the low-carbon ATR ammonia production facility with CCS technologies will be approximately $3.7 billion. We anticipate that approximately one-third of the estimated cost is related to materials that will be imported to the United States, with the majority of imported materials expected to arrive in Louisiana in 2028. Pursuant to periodic 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.

Current wording

We estimate that the cost of the low-carbon ATR ammonia production facility with CCS technologies will be approximately $3.7 billion. We anticipate that approximately one-third of the estimated cost is related to materials that will be imported to the United States, with the majority of imported materials expected to arrive in Louisiana in 2028. Pursuant to periodic 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 third quarter of 2025, we, JERA and Mitsui made capital contributions of $38 million, $33 million and $23 million, respectively, to the Blue Point joint venture. During the nine months ended September 30, 2025, we, JERA and Mitsui made capital contributions of $195 million, $170 million and $121 million, respectively, to the Blue Point joint venture. We funded $152 million of our contributions with cash and $43 million through a non-cash contribution of a license to use certain intellectual property.

Previous wording

In June 2025, the Blue Point joint venture executed agreements, including a long-term supply agreement, for a subsidiary of Linde plc to design, construct, own, operate and maintain an air separation unit (ASU) at our Blue Point complex to supply oxygen and nitrogen to the low-carbon ATR ammonia production facility, eliminating the need for the Blue Point joint venture to construct an ASU. As a result, the total projected cost of the low-carbon ATR ammonia production facility was reduced from approximately $4.0 billion to $3.7 billion.

Current wording

In June 2025, the Blue Point joint venture executed agreements, including a long-term supply agreement, with a subsidiary of Linde plc for them to design, construct, own, operate and maintain an air separation unit (ASU) at our Blue Point complex to supply oxygen and nitrogen to the low-carbon ATR ammonia production facility, eliminating the need for the Blue Point joint venture to construct an ASU. As a result, the total projected cost of the low-carbon ATR ammonia production facility was reduced from approximately $4.0 billion to $3.7 billion.

Previous wording

The low-carbon ammonia production facility is designed with an annual nameplate capacity of approximately 1.4 million metric tons (approximately 1.5 million tons) and is expected to capture greater than 95% of the CO 2 generated from its production of ammonia. The facility is expected to capture, compress and dehydrate approximately 2.3 million metric tons of CO 2 annually. Pursuant to a long-term offtake agreement, a subsidiary of Occidental Petroleum Corporation would then transport the CO 2 and permanently sequester it in a Class VI well at its Pelican Sequestration Hub in Louisiana, which is currently under development. The ammonia production facility is expected to qualify for tax credits under Section 45Q of the Internal Revenue Code, which provides a tax credit per metric ton of CO 2 captured and disposed of in secure geologic storage.

Current wording

The low-carbon ammonia production facility is designed with an annual nameplate capacity of approximately 1.4 million metric tons (approximately 1.5 million tons) and is expected to capture greater than 95% of the CO 2 generated from its production of ammonia. The facility is expected to capture, compress and dehydrate approximately 2.3 million metric tons of CO 2 annually. Pursuant to a long-term offtake agreement, a joint venture between a subsidiary of Occidental Petroleum Corporation and Enbridge Inc. would then transport the CO 2 and permanently sequester it in a Class VI well at its Pelican Sequestration Hub in Louisiana, which is currently under development. The ammonia production facility is expected to qualify for tax credits under Section 45Q of the Internal Revenue Code, which provides a tax credit per metric ton of CO 2 captured and disposed of in secure geological storage.

Previous wording

Negotiations between the United States and several countries are ongoing that may change the magnitude, the timing or other aspects of all of these tariffs. In addition, these tariffs have been the subject of litigation, which is ongoing, and may result in the elimination of, or other changes to, these tariffs.

Current wording

Negotiations between the United States and several countries are ongoing that may change the magnitude, the timing or other aspects of tariffs between these countries. In addition, some of these tariffs have been the subject of litigation, which is ongoing, and may result in the elimination of, or other changes to, some tariffs. In particular, the U.S. Supreme Court is reviewing the imposition of reciprocal tariffs and tariffs on Canada and Mexico, pursuant to the International Emergency Economic Powers Act, with a decision expected in 2026.

Previous wording

Any of these tariffs or other tariffs and changes to U.S. trading policies may be reinstituted, paused, removed or changed at any time and may be done unpredictably and without notice. Retaliatory tariffs or other imposition of taxes and duties on U.S. exports to trading partners may also be significant and unpredictable.

Current wording

Any of the proposed or enacted tariffs and changes to U.S. trading policies may be reinstituted, paused, removed or changed at any time and may be done unpredictably and without notice. Retaliatory tariffs or other imposition of taxes and duties on U.S. exports to trading partners may also be significant and unpredictable.

Previous wording

On July 4, 2025, H.R.1 - One Big Beautiful Bill Act (the Act) was enacted into law. The Act makes permanent certain elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, and modifies several international tax provisions, including the foreign-derived intangible income deduction. The Act also includes changes to clean energy tax credits, including the 45Q tax credit for carbon sequestration. We are currently evaluating the impact of the Act, and the results of such evaluations will be reflected in our consolidated financial statements beginning with the three months ending September 30, 2025.

Current wording

On July 4, 2025, H.R.1 - One Big Beautiful Bill Act (the Act) was enacted into law. The Act makes permanent certain elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation on qualified property, and modifies several international tax provisions, including the foreign-derived intangible income deduction. The legislation has multiple effective dates, with certain provisions becoming effective in fiscal year 2025 and the majority taking effect in future years. The impacts of the Act are reflected in our results for the three months ended September 30, 2025, and did not have a material impact on our income tax expense. However, we expect certain provisions of the Act will affect the timing of cash tax payments in the current fiscal year and future periods.

Previous wording

In the second quarter of 2025, the average selling price for our products was $376 per ton, or 17% higher, compared to $322 per ton in the second quarter of 2024. This resulted in an increase in net sales of approximately $270 million for the second quarter of 2025 compared to the second quarter of 2024. Average selling prices for all of our major products were higher in the second quarter of 2025 than in the second quarter of 2024 as higher global energy costs and supply disruptions from unexpected production outages in Egypt, Iran and Russia, raised the global market clearing price required to meet global demand, including continued strong demand in India and the Northern Hemisphere. In the six months ended June 30, 2025, the average selling price for our products was $354 per ton, or 9% higher compared to $324 per ton in the six months ended June 30, 2024. This resulted in an increase in net sales of approximately $287 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Current wording

In the third quarter of 2025, the average selling price for our products was $368 per ton, or 29% higher, compared to $286 per ton in the third quarter of 2024. This resulted in an increase in net sales of approximately $370 million for the third quarter of 2025 compared to the third quarter of 2024. Average selling prices for all of our major products were higher in the third quarter of 2025 than in the third quarter of 2024 due primarily to strong demand for all nitrogen products, supply disruptions due to geopolitical issues, unexpected production outages in Egypt, Iran and Russia, and higher global energy costs that raised the global market clearing price required to meet global demand. Global demand was particularly strong in the Northern Hemisphere, India and Brazil. In the nine months ended September 30, 2025, the average selling price for our products was $359 per ton, or 15% higher compared to $311 per ton in the nine months ended September 30, 2024. This resulted in an increase in net sales of approximately $657 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Previous wording

Sales volume was 5.0 million tons in the second quarter of 2025 compared to 4.9 million tons in the second quarter of 2024. Higher sales volume resulted in an increase in net sales of approximately $48 million. The increase in sales volume was due primarily to higher supply availability resulting from higher beginning inventory entering the second quarter of 2025. Sales volume in the six months ended June 30, 2025 was 10.0 million tons compared to 9.4 million tons in the six months ended June 30, 2024. This resulted in an increase in net sales of approximately $224 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was due to the higher supply availability as a result of increased production in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, which was adversely impacted by production outages from a winter storm in the first quarter of 2024.

Current wording

Sales volume was 4.5 million tons in the third quarter of 2025 compared to 4.8 million tons in the third quarter of 2024. Lower sales volume resulted in a decrease in net sales of approximately $81 million. The decrease in sales volume was due primarily to lower supply availability entering the third quarter of 2025 for our Granular Urea and UAN segments. Sales volume in the nine months ended September 30, 2025 was 14.5 million tons compared to 14.2 million tons in the nine months ended September 30, 2024. This resulted in an increase in net sales of approximately $143 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was due to higher supply availability as a result of increased production in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, which was adversely impacted by production outages from a winter storm in the first quarter of 2024.

Previous wording

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 36% and 28% of our production costs in the first six months of 2025 and the year ended December 31, 2024, respectively. Most of our manufacturing facilities are located in the United States and Canada. As a result, the price of natural gas in North America, which has historically been volatile, directly impacts a substantial portion of our operating expenses.

Current wording

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 34% and 28% of our production costs in the first nine months of 2025 and the year ended December 31, 2024, respectively. Most of our manufacturing facilities are located in the United States and Canada. As a result, the price of natural gas in North America, which has historically been volatile, directly impacts a substantial portion of our operating expenses.

Previous wording

In the second quarter of 2025, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, increased 77% to $3.36 per MMBtu from $1.90 per MMBtu in the second quarter of 2024. This increase in natural gas costs resulted in a decrease in gross margin of $136 million compared to the second quarter of 2024. In the six months ended June 30, 2025, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, increased 39% to $3.52 per MMBtu from $2.53 per MMBtu in the six months ended June 30, 2024. This increase in natural gas costs resulted in a decrease in gross margin of $176 million.

Current wording

In the third quarter of 2025, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, increased 41% to $2.96 per MMBtu from $2.10 per MMBtu in the third quarter of 2024. This increase in natural gas costs resulted in a decrease in gross margin of $73 million compared to the third quarter of 2024. In the nine months ended September 30, 2025, our cost of natural gas used for production, which includes the impact of realized natural gas derivatives, increased 40% to $3.34 per MMBtu from $2.38 per MMBtu in the nine months ended September 30, 2024. This increase in natural gas costs resulted in a decrease in gross margin of $249 million.

Previous wording

We reported net earnings attributable to common stockholders of $386 million for the three months ended June 30, 2025 compared to $420 million for the three months ended June 30, 2024, a decrease in net earnings of $34 million, or 8%. The decrease in net earnings for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 primarily reflects the gains on sales of emission credits in the second quarter of 2024 that did not recur in the second quarter of 2025, an increase in selling, general and administrative expenses, a higher income tax provision, and higher net earnings attributable to noncontrolling interests. These factors that reduced net earnings attributable to common stockholders were partially offset by an increase in gross margin of $76 million.

Current wording

We reported net earnings attributable to common stockholders of $353 million for the three months ended September 30, 2025 compared to $276 million for the three months ended September 30, 2024, an increase in net earnings of $77 million, or 28%. The increase in net earnings for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was due primarily to an increase in gross margin of $188 million and $20 million of income for 45Q tax credits earned in the three months ended September 30, 2025. These factors that increased net earnings attributable to common stockholders were partially offset by (i) higher interest expense as the third quarter of 2024 included a benefit related to discretionary interest relief granted to us on certain Canadian tax matters, (ii) a higher income tax provision due to higher net earnings in the third quarter of 2025, and (iii) higher net earnings attributable to noncontrolling interests.

Previous wording

Gross margin increased by $76 million, or 11%, to $755 million for the three months ended June 30, 2025 compared to $679 million for the three months ended June 30, 2024. The increase in gross margin was due primarily to a 17% increase in average selling prices to $376 per ton in the second quarter of 2025 from $322 per ton in the second quarter of 2024, which increased gross margin by $270 million, partially offset by higher natural gas costs, including the impact of realized derivatives, which decreased gross margin by $136 million, and higher costs associated with maintenance activity in the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Current wording

Gross margin increased by $188 million, or 42%, to $632 million for the three months ended September 30, 2025 compared to $444 million for the three months ended September 30, 2024. The increase in gross margin was due primarily to a 29% increase in average selling prices to $368 per ton in the third quarter of 2025 from $286 per ton in the third quarter of 2024, which increased gross margin by $370 million, partially offset by higher natural gas costs, including the impact of realized derivatives, which decreased gross margin by $73 million, lower sales volume, which decreased gross margin by $37 million, and higher costs associated with maintenance activity in the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

Previous wording

Diluted net earnings per share attributable to common stockholders increased $0.07 per share, or 3%, to $2.37 per share in the second quarter of 2025 compared to $2.30 per share in the second quarter of 2024, due to lower weighted-average common shares outstanding as a result of shares repurchased under our share repurchase program, partially offset by lower net earnings. Diluted weighted-average common shares outstanding were 163.1 million shares for the three months ended June 30, 2025, a decrease of 11% compared to diluted weighted-average common shares outstanding of 182.8 million shares for the three months ended June 30, 2024.

Current wording

Diluted net earnings per share attributable to common stockholders increased $0.64 per share, or 41%, to $2.19 per share in the third quarter of 2025 compared to $1.55 per share in the third quarter of 2024, due to higher net earnings and lower weighted-average common shares outstanding as a result of shares repurchased under our share repurchase program. Diluted weighted-average common shares outstanding were 161.2 million shares for the three months ended September 30, 2025, a decrease of 10% compared to diluted weighted-average common shares outstanding of 178.6 million shares for the three months ended September 30, 2024.

Previous wording

For the three months ended June 30, 2025 and 2024, we reported net earnings attributable to common stockholders of $386 million and $420 million, respectively. For the six months ended June 30, 2025 and 2024, we reported net earnings attributable to common stockholders of $698 million and $614 million, respectively. In addition to the impact of market conditions discussed above, certain items affected the comparability of our financial results for the three and six months ended June 30, 2025 and 2024. 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.

Current wording

For the three months ended September 30, 2025 and 2024, we reported net earnings attributable to common stockholders of $353 million and $276 million, respectively. For the nine months ended September 30, 2025 and 2024, we reported net earnings attributable to common stockholders of $1.05 billion and $890 million, respectively. In addition to the impact of market conditions and current developments, including the 45Q tax credit income, discussed above, certain items affected the comparability of our financial results for the three and nine months ended September 30, 2025 and 2024. 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.

Previous wording

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, 2025, we recognized an unrealized net mark-to-market loss on natural gas derivatives of $2 million compared to a gain of $34 million in the six months ended June 30, 2024.

Current wording

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 September 30, 2025, we recognized an unrealized net mark-to-market gain on natural gas derivatives of $1 million compared to a loss of $1 million in the three months ended September 30, 2024. In the nine months ended September 30, 2025, we recognized an unrealized net mark-to-market loss on natural gas derivatives of $1 million compared to a gain of $33 million in the nine months ended September 30, 2024.

Previous wording

In the three months ended June 30, 2025, we recognized a gain on foreign currency transactions of $3 million. In the six months ended June 30, 2025, we recognized a gain on foreign currency transactions of $1 million compared to a loss of $1 million in the six months ended June 30, 2024. (Gain) loss on foreign currency transactions consists of foreign currency exchange rate impacts on foreign currency denominated transactions, including cash held in a foreign currency.

Current wording

In the three months ended September 30, 2025, we recognized a gain on foreign currency transactions of $4 million compared to a loss of $1 million in the three months ended September 30, 2024. In the nine months ended September 30, 2025, we recognized a gain on foreign currency transactions of $5 million compared to a loss of $2 million in the nine months ended September 30, 2024. (Gain) loss on foreign currency transactions consists of foreign currency exchange rate impacts on foreign currency denominated transactions, including cash held in a foreign currency.

Previous wording

In the three and six months ended June 30, 2025, the Blue Point joint venture incurred costs of approximately $2 million related to the construction of the low-carbon ammonia production facility at our Blue Point complex. See “Overview of CF Holdings—Our Strategy—Blue Point joint venture,” above, and Note 12—Variable Interest Entity, for additional information on the Blue Point joint venture.

Current wording

In the three and nine months ended September 30, 2025, the Blue Point joint venture incurred costs that were not eligible for capitalization of approximately $2 million and $4 million, respectively, related to the construction of the low-carbon ammonia production facility at our Blue Point complex. See “Overview of CF Holdings—Our Strategy—Blue Point joint venture,” above, and Note 12—Variable Interest Entity, for additional information on the Blue Point joint venture.

Previous wording

In the second quarter of 2022, we approved and announced our proposed plan to restructure our U.K. operations, including the planned permanent closure of the Ince facility, which had been idled since September 2021. In the third quarter of 2022, the final restructuring plan was approved, and the facility was subsequently decommissioned. In the first quarter of 2025, we sold our Ince facility and recognized a loss of $23 million, which is reflected in U.K. operations restructuring in our consolidated statement of operations for the six months ended June 30, 2025. See Note 6—Property, Plant and Equipment—Net for additional information on the sale of our Ince facility.

Current wording

In the second quarter of 2022, we approved and announced our proposed plan to restructure our U.K. operations, including the planned permanent closure of the Ince facility, which had been idled since September 2021. In the third quarter of 2022, the final restructuring plan was approved, and the facility was subsequently decommissioned. In the first quarter of 2025, we sold our Ince facility and recognized a loss of $23 million, which is reflected in U.K. operations restructuring in our consolidated statement of operations for the nine months ended September 30, 2025. See Note 6—Property, Plant and Equipment—Net for additional information on the sale of our Ince facility.

Previous wording

In the six months ended June 30, 2024, we incurred integration costs of $4 million related to our December 1, 2023 acquisition of an ammonia production facility located in Waggaman, Louisiana. We did not incur integration costs in 2025.

Current wording

In the nine months ended September 30, 2024, we incurred integration costs of $4 million related to our December 1, 2023 acquisition of an ammonia production facility located in Waggaman, Louisiana. We did not incur integration costs in 2025.

Previous wording

The following table presents our consolidated results of operations and certain supplemental data for the three and six months ended June 30, 2025 and 2024:

Current wording

The following table presents our consolidated results of operations and certain supplemental data for the three and nine months ended September 30, 2025 and 2024:

Previous wording

Our total net sales increased $318 million, or 20%, to $1.89 billion in the second quarter of 2025 compared to $1.57 billion in the second quarter of 2024, due to higher average selling prices and higher sales volume.

Current wording

Our total net sales increased $289 million, or 21%, to $1.66 billion in the third quarter of 2025 compared to $1.37 billion in the third quarter of 2024, due primarily to higher average selling prices, partially offset by lower sales volume.

Previous wording

Our average selling price was $376 per ton in the second quarter of 2025 compared to $322 per ton in the second quarter of 2024, due to higher average selling prices across all of our segments as higher global energy costs raised the global market clearing price required to meet global demand. See “Market Conditions and Current Developments—Nitrogen Selling Prices,” above, for additional information about the factors impacting global energy costs. The impact of higher average selling prices was an increase in net sales of approximately $270 million for the second quarter of 2025 compared to the second quarter of 2024.

Current wording

Our average selling price was $368 per ton in the third quarter of 2025 compared to $286 per ton in the third quarter of 2024. Average selling prices for all of our major products were higher in the third quarter of 2025 than in the third quarter of 2024 due primarily to strong demand for all nitrogen products, supply disruptions due to geopolitical issues, unexpected production outages in Egypt, Iran and Russia, and higher global energy costs that raised the global market clearing price required to meet global demand. Global demand was particularly strong in the Northern Hemisphere, India and Brazil. The impact of higher average selling prices was an increase in net sales of approximately $370 million for the third quarter of 2025 compared to the third quarter of 2024.

Previous wording

Our total sales volume was 5.0 million product tons in the second quarter of 2025 compared to 4.9 million product tons in the second quarter of 2024, as higher sales volume in our UAN, Ammonia and AN segments was partially offset by lower sales volume in our Other and Granular Urea segments. The impact of higher sales volume was an increase in net sales of approximately $48 million.

Current wording

Our total sales volume was 4.5 million product tons in the third quarter of 2025 compared to 4.8 million product tons in the third quarter of 2024, as lower sales volume in our Granular Urea and UAN segments was partially offset by higher sales volume in our Ammonia and Other segments. The impact of lower sales volume was a decrease in net sales of approximately $81 million.

Previous wording

Our total cost of sales increased $242 million, or 27%, to $1.14 billion in the second quarter of 2025 from $893 million in the second quarter of 2024. The increase in our cost of sales primarily reflects higher costs for natural gas, including the impact of realized derivatives, which increased cost of sales by $136 million, higher costs in the second quarter of 2025 associated with maintenance activity and an increase in sales volume.

Current wording

Our total cost of sales increased $101 million, or 11%, to $1.03 billion in the third quarter of 2025 from $926 million in the third quarter of 2024. The increase in our cost of sales primarily reflects higher costs for natural gas, including the impact of realized derivatives, which increased cost of sales by $73 million and higher costs in the third quarter of 2025 associated with maintenance activity, partially offset by a decrease in sales volume.

Previous wording

Cost of sales averaged $226 per ton in the second quarter of 2025, a 23% increase compared to $183 per ton in the second quarter of 2024. Our cost of natural gas, including the impact of realized derivatives, increased $1.46 per MMBtu, or 77%, to $3.36 per MMBtu in the second quarter of 2025 from $1.90 per MMBtu in the second quarter of 2024. See “Market Conditions and Current Developments—Natural Gas,” above, for additional information about the factors impacting natural gas prices.

Current wording

Cost of sales averaged $228 per ton in the third quarter of 2025, an 18% increase compared to $193 per ton in the third quarter of 2024. Our cost of natural gas, including the impact of realized derivatives, increased $0.86 per MMBtu, or 41%, to $2.96 per MMBtu in the third quarter of 2025 from $2.10 per MMBtu in the third quarter of 2024. See “Market Conditions and Current Developments—Natural Gas,” above, for additional information about the factors impacting natural gas prices.

Previous wording

Selling, general and administrative expenses increased $25 million to $101 million in the second quarter of 2025 compared to $76 million in the second quarter of 2024. The increase was due primarily to higher incentive compensation due to strong operating performance and higher costs related to certain corporate initiatives.

Current wording

Selling, general and administrative expenses increased $10 million to $88 million in the third quarter of 2025 compared to $78 million in the third quarter of 2024. The increase was due primarily to higher incentive compensation due to strong operating performance.

Previous wording

Other operating—net was $8 million of expense in the second quarter of 2025 compared to $39 million of income in the second quarter of 2024. The $8 million of expense in the second quarter of 2025 consists primarily of costs related to front-end engineering and design (FEED) studies for our clean energy initiatives. 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.

Current wording

Other operating—net was $30 million of income in the third quarter of 2025 compared to $4 million of expense in the third quarter of 2024. The $30 million of income in the third quarter of 2025 consists primarily of approximately $20 million of 45Q tax credits earned as a result of CO 2 sequestered in the third quarter of 2025 and gains on sales of emission credits. The $4 million of expense in the third quarter of 2024 consists primarily of costs related to FEED studies for our clean energy initiatives. See “Our Strategy,” above, for additional information related to our clean energy initiatives.

Previous wording

Equity in Earnings (Losses) of Operating Affiliate

Current wording

Equity in Earnings of Operating Affiliate

Previous wording

Equity in earnings (losses) of operating affiliate was $2 million of earnings in the second quarter of 2025 compared to a $3 million loss in the second quarter of 2024. Higher equity in earnings of operating affiliate in the second quarter of 2025 compared to the second quarter of 2024 reflects an increase in the operating results of PLNL due primarily to higher ammonia selling prices and a plant turnaround at the PLNL facility that occurred in the second quarter of 2024 that did not recur in 2025, partially offset by higher natural gas costs.

Current wording

Equity in earnings of operating affiliate was $6 million of earnings in the third quarter of 2025 compared to $2 million of earnings in the third quarter of 2024. Higher equity in earnings of operating affiliate in the third quarter of 2025 compared to the third quarter of 2024 reflects an increase in the operating results of PLNL due primarily to higher ammonia selling prices, partially offset by higher natural gas costs.

Previous wording

For the second quarter of 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 second quarter of 2024. Our income tax provision for the second quarter of 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 by 3.4 percentage points.

Current wording

For the third quarter of 2025, we recorded an income tax provision of $105 million on pre-tax income of $565 million, or an effective tax rate of 18.6%, compared to an income tax provision of $59 million on pre-tax income of $400 million, or an effective tax rate of 14.8%, for the third quarter of 2024. For the three months ended September 30, 2024, our income tax provision includes a $9 million income tax benefit arising from the finalization of tax return filing positions, which in relation to pre-tax income of $400 million contributed to a lower effective tax rate compared to the U.S. statutory rate of 21%.

Previous wording

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 second quarter of 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, or 26.9%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interests of $106 million. Our effective tax rate for the second quarter of 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.

Current wording

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 third quarter of 2025 of 18.6%, which is based on pre-tax income of $565 million, including $107 million of earnings attributable to the noncontrolling interests, would be 4.3 percentage points higher, or 22.9%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interests of $107 million. Our effective tax rate for the third quarter of 2024 of 14.8%, which is based on pre-tax income of $400 million, including $65 million of earnings attributable to the noncontrolling interest, would be 2.9 percentage points higher, or 17.7%, if based on pre-tax income exclusive of the earnings attributable to the noncontrolling interest of $65 million.

Previous wording

Net earnings attributable to noncontrolling interests increased $20 million to $106 million in the second quarter of 2025 compared to $86 million in the second quarter of 2024 due primarily to higher earnings of CFN driven by higher average selling prices, partially offset by higher natural gas costs. In addition, the increase also reflects the earnings attributable to the noncontrolling interests in the Blue Point joint venture, which was formed in the second quarter of 2025. See “Overview of CF Holdings—Our Strategy—Blue Point joint venture,” above, Note 12—Variable Interest Entity and Note 13—Noncontrolling Interests for additional information on the Blue Point joint venture.

Current wording

Net earnings attributable to noncontrolling interests increased $42 million to $107 million in the third quarter of 2025 compared to $65 million in the third quarter of 2024 due primarily to higher earnings of CFN driven by higher average selling prices, partially offset by higher natural gas costs. In addition, the increase also reflects the earnings attributable to the noncontrolling interests in the Blue Point joint venture, which was formed in the second quarter of 2025. See “Overview of CF Holdings—Our Strategy—Blue Point joint venture,” above, Note 12—Variable Interest Entity and Note 13—Noncontrolling Interests for additional information on the Blue Point joint venture.

Previous wording

Diluted net earnings per share attributable to common stockholders increased $0.07, or 3%, to $2.37 per share in the second quarter of 2025 from $2.30 per share in the second quarter of 2024. This increase was due primarily to lower weighted-average common shares outstanding as a result of common shares repurchased under our share repurchase program, partially offset by lower net earnings. Diluted weighted-average common shares outstanding declined 11% from 182.8 million shares for the second quarter of 2024 to 163.1 million shares for the second quarter of 2025.

Current wording

Diluted net earnings per share attributable to common stockholders increased $0.64, or 41%, to $2.19 per share in the third quarter of 2025 from $1.55 per share in the third quarter of 2024. This increase was due primarily to higher net earnings driven by an increase in gross margin and lower weighted-average common shares outstanding as a result of common shares repurchased under our share repurchase program. Diluted weighted-average common shares outstanding declined 10% from 178.6 million shares for the third quarter of 2024 to 161.2 million shares for the third quarter of 2025.

Previous wording

Our total net sales increased $511 million, or 17%, to $3.55 billion in the first six months of 2025 compared to $3.04 billion in the first six months of 2024, due to higher average selling prices and higher sales volume.

Current wording

Our total net sales increased $800 million, or 18%, to $5.21 billion in the first nine months of 2025 compared to $4.41 billion in the first nine months of 2024, due to higher average selling prices and higher sales volume.

Previous wording

Our total sales volume was 10.0 million product tons in the first six months of 2025 compared to 9.4 million product tons in the first six months of 2024, as higher sales volume in our UAN and Ammonia segments was partially offset by lower sales volume in our Other, Granular Urea and AN segments. The impact of higher sales volume was an increase in net sales of approximately $224 million.

Current wording

Our total sales volume was 14.5 million product tons in the first nine months of 2025 compared to 14.2 million product tons in the first nine months of 2024, as higher sales volume in our Ammonia and UAN segments was partially offset by lower sales volume in our Granular Urea, Other and AN segments. The impact of higher sales volume was an increase in net sales of approximately $143 million.

Previous wording

Cost of sales also includes the impact of a $2 million unrealized net mark-to-market loss on natural gas derivatives in the first six months of 2025 compared to a $34 million gain in the first six months of 2024.

Current wording

Cost of sales also includes the impact of a $1 million unrealized net mark-to-market loss on natural gas derivatives in the first nine months of 2025 compared to a $33 million gain in the first nine months of 2024.