Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 7, 2024

CF Industries Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-32597		20-2697511
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2375 Waterview Drive Northbrook, Illinois				60062
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code (847) 405-2400

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading symbol(s)		Name of each exchange on which registered
common stock, par value $0.01 per share		CF		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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

Item 2.02.

Results of Operations and Financial Condition.

On August 8, 2024, CF Industries Holdings, Inc. will host a conference call discussing its results for the quarter ended June 30, 2024, at which the presentation attached hereto as Exhibit 99.1 will be used.

The information set forth herein, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit

99.1	Presentation of CF Industries Holdings, Inc. dated August 7, 2024
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURES

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

Date: August 7, 2024	CF INDUSTRIES HOLDINGS, INC.

	By:	/s/ Gregory D. Cameron
	Name:	Gregory D. Cameron
	Title:	Executive Vice President and Chief Financial Officer

Exhibit 99.1

2024 First Half and Second Quarter Financial Results August 7, 2024 NYSE: CF

Safe harbor statement All statements in this presentation by CF Industries Holdings, Inc. (together with its subsidiaries, the “Company”), other th an those relating to historical facts, are forward - looking statements. Forward - looking statements can generally be identified by their use of terms such as “anticipate,” “ believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” or “would” and similar terms and phrases, including reference s t o assumptions. Forward - looking statements are not guarantees of future performance and are subject to a number of assumptions, risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. These statements may include, but are not limited to, statements about the synergies and other benefits, and other aspects of the transactions with Incitec Pivot Limited (“IPL”), strategic p lan s and management’s expectations with respect to the production of green and low - carbon ammonia, the development of carbon capture and sequestration projects, th e transition to and growth of a hydrogen economy, greenhouse gas reduction targets, projected capital expenditures, statements about future financial and ope rat ing results, and other items described in this presentation. Important factors that could cause actual results to differ materially from those in the forw ard - looking statements include, among others, the risk of obstacles to realization of the benefits of the transactions with IPL; the risk that the synergies from t he transactions with IPL may not be fully realized or may take longer to realize than expected; the risk that the completion of the transactions with IPL, including in teg ration of the Waggaman ammonia production complex into the Company’s operations, disrupt current operations or harm relationships with customers, employees and suppliers; the risk that integration of the Waggaman ammonia production complex with the Company’s current operations will be more costly or difficult th an expected or may otherwise be unsuccessful; diversion of management time and attention to issues relating to the transactions with IPL; unanticipated co sts or liabilities associated with the IPL transactions; the cyclical nature of the Company’s business and the impact of global supply and demand on the Company’s s ell ing prices; the global commodity nature of the Company’s nitrogen products, the conditions in the international market for nitrogen products, and th e i ntense global competition from other producers; conditions in the United States, Europe and other agricultural areas, including the influence of governmenta l p olicies and technological developments on the demand for our fertilizer products; the volatility of natural gas prices in North America and the United Kin gdom; weather conditions and the impact of adverse weather events; the seasonality of the fertilizer business; the impact of changing market conditions on the Co mpany’s forward sales programs; difficulties in securing the supply and delivery of raw materials or utilities, increases in their costs or delays or interru pti ons in their delivery; reliance on third party providers of transportation services and equipment; the Company’s reliance on a limited number of key facilities; risks assoc iat ed with cybersecurity; acts of terrorism and regulations to combat terrorism; risks associated with international operations; the significant risks and haza rds involved in producing and handling the Company’s products against which the Company may not be fully insured; the Company’s ability to manage its indebtedness a nd any additional indebtedness that may be incurred; the Company’s ability to maintain compliance with covenants under its revolving credit agreement and th e a greements governing its indebtedness; downgrades of the Company’s credit ratings; risks associated with changes in tax laws and disagreements with ta xin g authorities; risks involving derivatives and the effectiveness of the Company’s risk management and hedging activities; potential liabilities and expendit ure s related to environmental, health and safety laws and regulations and permitting requirements; regulatory restrictions and requirements related to greenhouse g as emissions; the development and growth of the market for green and low - carbon ammonia and the risks and uncertainties relating to the development and implementa tion of the Company’s green and low - carbon ammonia projects; and risks associated with expansions of the Company’s business, including unanticipated adverse consequences and the significant resources that could be required. More detailed information about factors that may affect the Company’s performance and could cause actual results to differ materially from those in any forward - looking statements may be found in CF Industries Holdings, Inc.’s filings with the S ecurities and Exchange Commission, including CF Industries Holdings, Inc.’s most recent annual and quarterly reports on Form 10 - K and Form 10 - Q, which are availabl e in the Investor Relations section of the Company’s web site. It is not possible to predict or identify all risks and uncertainties that might affect th e a ccuracy of our forward - looking statements and, consequently, our descriptions of such risks and uncertainties should not be considered exhaustive. There is no guarante e t hat any of the events, plans or goals anticipated by these forward - looking statements will occur, and if any of the events do occur, there is no guarantee what effect they will have on our business, results of operations, cash flows, financial condition and future prospects. Forward - looking statements are given only as of the date of this presentation and the Company disclaims any obligation to update or revise the forward - looking statements, whether as a result of new informat ion, future events or otherwise, except as required by law.

Note regarding non - GAAP financial measures The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). Management believes that EBITDA, adjusted EBITDA, free cash flow, and free cash flow to adjusted EBITDA conversion, which are non - GAAP financial measures, provide additional meaningful information regarding the Company's performance and financial strength. Non - GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepar ed in accordance with GAAP. In addition, because not all companies use identical calculations, EBITDA, adjusted EBITDA, free cash f low , and free cash flow to adjusted EBITDA conversion included in this presentation may not be comparable to similarly titled meas ure s of other companies. Reconciliations of EBITDA, adjusted EBITDA, and free cash flow to the most directly comparable GAAP measures are provided in the tables accompanying this presentation. EBITDA is defined as net earnings attributable to common stockholders plus interest expense (income) — net, income taxes, and depreciation and amortization. Other adjustments include the elimination of loan fee amortization that is included in both in ter est and amortization, and the portion of depreciation that is included in noncontrolling interest. The Company has presented EBITDA because management uses the measure to track performance and believes that it is frequently used by securities analysts, inve sto rs and other interested parties in the evaluation of companies in the industry. Adjusted EBITDA is defined as EBITDA adjusted with the selected items as summarized in the tables accompanying this presentation. The Company has presented adjusted EBITDA because management uses adjusted EBITDA, and believes it is useful to investors, as a supplemental financial measure in the comparison of year - over - year performance. Free cash flow is defined as net cash provided by operating activities, as stated in the consolidated statements of cash flow s, reduced by capital expenditures and distributions to noncontrolling interests. Free cash flow to adjusted EBITDA conversion i s defined as free cash flow divided by adjusted EBITDA.

4 Industry leading operational excellence drives cash generation (1) See appendix for reconciliation of adjusted EBITDA to the most directly comparable GAAP measure (2) Last twelve months share repurchases and dividends through June 30, 2024 (3) See appendix for reconciliation of free cash flow to the most directly comparable GAAP measure (4) Per 200,000 work hours (5) Represents Q2 2024 LTM free cash flow divided by Q2 2024 LTM adjusted EBITDA; see appendix for reconciliations of free cash f low and adjusted EBITDA to the most directly comparable GAAP measures ~99% Q2 2024 Capacity Utilization 0.17 12 - month Rolling Average Recordable Incident Rate (4) World’s Largest Ammonia Producer 51% Q2 2024 LTM FCF/Adj EBITDA Conversion (5) $752M Q2 2024 Adjusted EBITDA (1) $1.2B 1H 2024 Adjusted EBITDA (1) $2.0B LTM Cash from Operations $1.2B LTM FCF (3) $1.4B LTM Capital Returned to Shareholders (2) $1.9B Remaining in Current $3B Share Repurchase Authorization $614M 1H 2024 Net Earnings $420M Q2 2024 Net Earnings

5 Adjusted EBITDA (1) impacted by global pricing and natural gas costs 5 (1 ) See appendix for reconciliation of adjusted EBITDA to the most directly comparable GAAP measure Nitrogen product prices impacted by lower global energy values Volumes impacted by plant outages in Q1 2024 Realized natural gas costs lower than prior year $ millions 1H 2023 1H 2024 Price Volume Realized Gas Cost Other Persistent North American natural gas prices provide production margin advantage Global nitrogen market remains constructive Corn/soy farmer returns lower relative to recent years $1,723 $(732) $(103) $350 $(27) $1,211

6 0 5 10 15 20 25 30 35 40 Jan-23 Jul-23 Jan-24 Jul-24 Jan-25 Global Energy Price 2023 - 2025F The data and information provided by Wood Mackenzie should not be interpreted as advice and you should not rely on it for any pu rpose. You may not copy or use this data and information except as expressly permitted by Wood Mackenzie in writing. To the fullest extent permitted by law, Wood Mackenzie accepts no responsibility for your use of this d ata and information except as specified in a written agreement you may have entered into with Wood Mackenzie for the provision of such data and information Henry Hub (North America) natural gas TTF (Europe) natural gas Chinese anthracite coal JKM (Asia) natural gas USD per MMBtu CF Distribution Network Advantage Significant advantages provide margin opportunities Forward spread HH vs TTF ~$8 – $9/MMBtu North America Production Advantage 8 North American production sites strategically located to serve customers 23 integrated distribution terminals Ability to serve Corn Belt via barge, rail, truck, and pipeline Leading distribution and logistics capabilities with global reach Note: dotted lines represent forward price curves Source: ICE, Bloomberg, SX Coal, Wood Mackenzie, CF Analysis

7 2019 2020 2021 2022 2023 2024F Positive global nitrogen supply - demand dynamics Sources: Industry Publications, CRU Urea Market Outlook as of June 2024, CF Analysis India Urea Imports 7.4 MMT 5 - 6 MMT 2019 2020 2021 2022 2023 2024F China Urea Exports Million metric tons 4.3 MMT 2 - 3 MMT 2019 2020 2021 2022 2023 2024F Brazil Urea Imports 7.3 MMT 7 - 8 MMT Nitrogen Market Outlook Expect China exports and India imports to decline; Brazil imports to increase Europe remains the global marginal producer Russia Black Sea ammonia exports resuming; annual volumes expected to remain below pre - war levels Trinidad and Egypt gas shortages/curtailments Global nitrogen demand growth of ~1.5% per year for traditional applications Announced capacity additions limited Near - term global nitrogen market remains constructive Long - term demand outpaces expected capacity additions

8 Disciplined capital management strategy focused on growth Creating substantial value for long - term shareholders S hare repurchases and quarterly dividends Evaluate accretive acquisitions L ow - carbon ammonia production growth Margin enhancing projects Return capital to shareholders Inorganic growth opportunities Invest in high return projects within our network Disciplined growth initiatives & clean energy 8

9 Highlights: Strategic Initiatives Clean Energy Growth Low - carbon Ammonia Production Growth Clean Ammonia Industry Demand Milestones Reduce Upstream Methane Leakage Green Ammonia Carbon Capture and Sequestration Partnering with ExxonMobil for CCS - Donaldsonville start - up expected in 2025 - Yazoo City start - up expected in 2028 Evaluating additional production sites and partners for CCS and other GHG reduction opportunities Commissioning electrolyzer for green ammonia - Secured 45V - compliant RECs Reducing upstream Scope 3 GHG emissions with MiQ certified natural gas Low - carbon ammonia technology FEED studies: - SMR ~65% CCS: complete - SMR + FGC 90 - 95% CCS: expected Q4 2024 - ATR 90 - 95% CCS: expected Q4 2024 JERA successfully completed first commercial ammonia/coal co - fire test Demonstration with POET to validate low - carbon fertilizer in the corn value - chain for low - carbon ethanol Decarbonization Clean Energy Growth Note: Steam methane reformer (SMR) Carbon capture and sequestration (CCS) Autothermal reformer (ATR) Flue gas capture (FGC) Renewable energy certificates (RECs) CCS percentages represent the comparative reduction of Scope 1 carbon emissions expected to be achieved through CCS of process a nd flue gas carbon dioxide generated by ammonia production and currently emitted to the atmosphere

10 6.0 (1) 7.0 (2) 8.2 8.2 Production Capacity millions ( nutrient tons) Annual Nitrogen Equivalent Tons per 1,000 Shares Outstanding 17 30 39 45 2010 2015 2020 1H24 Creating value by increasing nitrogen participation per share Million Shares Outstanding (3) Since 2010: Increased production capacity 36% Decreased share count 50% 356.3 233.1 214.0 180.4 +16% (35)% +18% (8)% (16)% • UK decommissioned • Waggaman acquired Notes: • Beginning in 2015 includes incremental 50% interest in CF Fertilisers UK acquired from Yara • Beginning in 2016 excludes nitrogen equivalent of 1.1 million tons of urea and 0.58 million tons of UAN under CHS supply agreement and includes expansion project capacity at Donaldsonville and Port Neal • Beginning in 2018 includes incremental 15% of Verdigris production to reflect CF’s acquisition of publicly traded TNH units • Includes decrease in production capacity due to Ince plant closure • Includes decrease in production capacity due to Billingham NH3 plant closure and additional production capacity from Waggaman ammonia production complex All N production numbers based on year end figures per 10 - K filings (1) Beginning in 2010 includes capacity from Terra Industries acquisition (2) Beginning in 2013 includes incremental 34% of Medicine Hat production to reflect CF acquisition of Viterra's interests (3) Share count based on end of period common shares outstanding; share count prior to 2015 based on 5 - for - 1 split - adjusted shares Intend to repurchase remaining $1.9B of authorization by December 2025 expiration

Appendix

12 Advancing decarbonization through significant progress on strategic initiatives Clean Energy Growth Purchased natural gas certified by MiQ Donaldsonville green ammonia Donaldsonville CCS low - carbon ammonia Engineering activities SMR w/CCS FEED study ATR FEED study Clean ammonia industry demand milestones Potential supply of low - carbon ammonia into Asia PROJECTS Decarbonization Inorganic Growth Acquired 12/1/2023 Waggaman ammonia production facility 2025 project start - up Purchased 2.2 BCF Purchased 4.4 BCF European CBAM implementation JERA: first commercial co - fire test at Hekinan coal - fired power plant Commissioning activities nearing completion FEED study completed MOUs signed between CF, JERA, POSCO & LOTTE Expected METI carbon intensity guidelines SMR w/Flue gas capture FEED study Expected completion 4Q 202 4 Yazoo City CCS low - carbon ammonia Signed definitive commercial agreement with ExxonMobil 2028 project start - up Expected completion 4Q 202 4 Low - carbon ammonia production technologies

13 $2.00 $2.50 $3.00 $3.50 $4.00 $4.50 $5.00 $300 $1.8 $1.6 $1.5 $1.4 $1.2 $1.1 $1.0 $350 $2.5 $2.4 $2.2 $2.1 $2.0 $1.8 $1.7 $400 $3.2 $3.1 $3.0 $2.8 $2.7 $2.6 $2.4 $450 $4.0 $3.8 $3.7 $3.5 $3.4 $3.3 $3.1 $500 $4.7 $4.5 $4.4 $4.3 $4.1 $4.0 $3.9 $550 $5.4 $5.3 $5.1 $5.0 $4.9 $4.7 $4.6 $600 $6.1 $6.0 $5.9 $5.7 $5.6 $5.5 $5.3 CF Industries Adjusted EBITDA sensitivity table Table illustrates the CF Industries business model across a broad range of industry conditions $50/ton urea realized movement implies ~$725M change in Adjusted EBITDA on an annual basis (1) Based on 2023 sales volumes of approximately 19.1 million product tons, 2023 gas consumption of 341 million MMBtus and 2023 n itr ogen product sales price relationships. Changes in product prices and gas costs are not applied to the CHS minority interest or industrial contracts w her e CF Industries is naturally hedged against changes in product prices and gas costs (2) Assumes that a $50 per ton change in urea prices is also applied proportionally to all nitrogen products and is equivalent to a $34.78 per ton change in UAN price, $36.96 per ton change in AN price, $89.14 per ton change in ammonia price, and $21.20 per ton change in the price of t he Other segment Adjusted EBITDA Sensitivity to Natural Gas and Urea Prices (1) $ billions CF Realized Natural Gas Cost ($/MMBtu) CF Realized Urea Price ($/ton) (2)

Financial results – second quarter and first half 2024 In millions, except percentages, per MMBtu and EPS Q2 2024 Q2 2023 1H 2024 1H 2023 Net sales $ 1,572 $ 1,775 $ 3,042 $ 3,787 Gross margin 679 804 1,088 1,667 - As a percentage of net sales 43.2 % 45.3 % 35.8 % 44.0 % Net earnings attributable to common stockholders $ 420 $ 527 $ 614 $ 1,087 Net earnings per diluted share 2.30 2.70 3.31 5.55 EBITDA (1) 752 855 1,240 1,779 Adjusted EBITDA (1) 752 857 1,211 1,723 Diluted weighted - average common shares outstanding 182.8 195.0 185.5 195.9 Natural gas costs in cost of sales (per MMBtu) (2) $ 1.90 $ 2.74 $ 2.30 $ 3.86 Realized derivatives loss in cost of sales (per MMBtu) (3) — 0.01 0.23 0.70 Cost of natural gas used for production in cost of sales (per MMBtu) $ 1.90 $ 2.75 $ 2.53 $ 4.56 Average daily market price of natural gas Henry Hub - Louisiana (per MMBtu) 2.04 2.12 2.24 2.40 Depreciation and amortization 222 221 475 427 Capital expenditures 84 95 182 164 (1) See appendix for reconciliations of EBITDA and adjusted EBITDA to the most directly comparable GAAP measures (2) Includes the cost of natural gas used for production and related transportation that is included in cost of sales during the period under the first - in, first - out inventory method (3) Includes realized gains and losses on natural gas derivatives settled during the period. Excludes unrealized mark - to - market gains and losses on natural gas derivatives 14

Non - GAAP: reconciliation of net earnings to EBITDA and adjusted EBITDA 15 In millions Q2 2024 Q2 2023 1H 2024 1H 2023 Net earnings $ 506 $ 606 $ 744 $ 1,256 Less: Net earnings attributable to noncontrolling interest (86) (79) (130) (169) Net earnings attributable to common stockholders 420 527 614 1,087 Interest expense (income) — net 9 (4) 16 6 Income tax provision 123 134 185 303 Depreciation and amortization 222 221 475 427 Less other adjustments: Depreciation and amortization in noncontrolling interest (21) (22) (48) (42) Loan fee amortization (1) (1) (1) (2) (2) EBITDA $ 752 $ 855 $ 1,240 $ 1,779 Unrealized net mark - to - market gain on natural gas derivatives (1) — (34) (72) (Gain) loss on foreign currency transactions, including intercompany loans — (1) 1 (2) U.K. operations restructuring — — — 2 Acquisition and integration costs 1 3 4 16 Total adjustments — 2 (29) (56) Adjusted EBITDA $ 752 $ 857 $ 1,211 $ 1,723 (1) Loan fee amortization is included in both interest expense (income) — net and depreciation and amortization

Non - GAAP: reconciliation of net earnings to EBITDA and adjusted EBITDA, continued 16 In millions Q2 2024 LTM Net earnings $ 1,326 Less: Net earnings attributable to noncontrolling interest (274) Net earnings attributable to common stockholders 1,052 Interest expense — net 2 Income tax provision 292 Depreciation and amortization 917 Less other adjustments: Depreciation and amortization in noncontrolling interest (91) Loan fee amortization (1) (4) EBITDA $ 2,168 Unrealized net mark - to - market gain on natural gas derivatives (1) Loss on foreign currency transactions, including intercompany loans 3 U.K. operations restructuring 8 Acquisition and integration costs 27 Impairment of equity method investment in PLNL 43 Total adjustments 80 Adjusted EBITDA $ 2,248 (1) Loan fee amortization is included in both interest expense — net and depreciation and amortization

Non - GAAP: reconciliation of cash from operations to free cash flow and free cash flow to adjusted EBITDA conversion 17 In millions, except percentages Q2 2024 LTM Cash provided by operating activities $ 2,018 Capital expenditures (517) Distributions to noncontrolling interest (348) Free cash flow $ 1,153 Adjusted EBITDA $ 2,248 Free cash flow to Adjusted EBITDA conversion (1) 51 % (1) Represents Q2 2024 LTM free cash flow divided by Q2 2024 LTM adjusted EBITDA

Cover	Aug. 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 07, 2024
Entity File Number	001-32597
Entity Registrant Name	CF Industries Holdings, Inc.
Entity Central Index Key	0001324404
Entity Tax Identification Number	20-2697511
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2375 Waterview Drive
Entity Address, City or Town	Northbrook
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60062
City Area Code	847
Local Phone Number	405-2400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	common stock, par value $0.01 per share
Trading Symbol	CF
Security Exchange Name	NYSE
Entity Emerging Growth Company	false