CF Industries Holdings, Inc.CF
CF Industries Holdings, Inc. Debt Disclosure
Financing Agreements
Revolving Credit Agreement
On September 4, 2025, CF Holdings and CF Industries entered into the First Amended and Restated Revolving Credit Agreement (the Revolving Credit Agreement), which amended and restated our senior unsecured revolving credit facility that was scheduled to mature October 26, 2028 (the Prior Credit Agreement). The Revolving Credit Agreement provides for revolving credit facility commitments of up to $750 million with a maturity of September 4, 2030 and has a letter of credit sub-limit of $125 million and a swingline loan sub-limit of $75 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. CF Industries may designate as borrowers one or more wholly-owned subsidiaries that are organized in the United States or any state thereof, the District of Columbia, England and Wales or any other jurisdiction as mutually agreed to by all of the lenders party to the Revolving Credit Agreement and the administrative agent.
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 an annual rate equal to, at our option, an applicable adjusted term secured overnight financing rate (or a similar benchmark rate for non-U.S. dollar borrowings) plus a specified margin, or base rate plus a specified margin. We are required to pay a commitment fee on the undrawn portion of the commitments under the Revolving Credit Agreement and customary letter of credit fees. The specified margins and the amount of the commitment fee will depend on CF Holdings’ credit rating at the time.
As of December 31, 2025, we had unused borrowing capacity under the Revolving Credit Agreement of $750 million and no outstanding letters of credit under the Revolving Credit Agreement. As of December 31, 2025, and during the year ended December 31, 2025, there were no borrowings outstanding under the Revolving Credit Agreement. As of December 31, 2024, and during the year ended December 31, 2024, there were no borrowings outstanding under the Prior Credit Agreement.
The Revolving Credit Agreement contains representations and warranties and affirmative and negative covenants, including one financial covenant. As of December 31, 2025, we were in compliance with all covenants under the Revolving Credit Agreement.
Letters of Credit Under Reimbursement Agreement
We are party to a reimbursement agreement providing for the issuance of up to $425 million of letters of credit. As of December 31, 2025, approximately $339 million of letters of credit were outstanding under this agreement. The primary purpose of the letters of credit outstanding is to provide credit support to Canadian taxing authorities for amounts related to certain tax years that were reassessed and objected to, and which have been accepted for consideration under the bilateral settlement provisions of the U.S.-Canada tax treaty by the United States and Canadian competent authorities.
Senior Notes
Long-term debt presented on our consolidated balance sheets as of December 31, 2025 and 2024 consisted of the following debt securities issued by CF Industries:
| Effective Interest Rate | December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||
| Principal Outstanding | Carrying Amount(1) | Principal Outstanding | Carrying Amount(1) | ||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||
| Public Senior Notes: | |||||||||||||||||||||||||||||
5.150% due March 2034 | 5.293% | $ | 750 | $ | 743 | $ | 750 | $ | 742 | ||||||||||||||||||||
5.300% due November 2035 | 5.444% | 1,000 | 989 | — | — | ||||||||||||||||||||||||
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 | 746 | ||||||||||||||||||||||||
| Total long-term debt | $ | 3,250 | $ | 3,215 | $ | 3,000 | $ | 2,971 | |||||||||||||||||||||
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(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 December 31, 2025 and 2024, respectively, and total deferred debt issuance costs were $30 million and $23 million as of December 31, 2025 and 2024, respectively.
(2)Effective August 23, 2021, these notes were no longer secured, in accordance with the terms of the applicable indenture.
On November 26, 2025, CF Industries issued $1 billion aggregate principal amount of 5.300% senior notes due 2035 (the 2035 Notes). The net proceeds, after deducting discounts and offering expenses, from the issuance and sale of the 2035 Notes were approximately $989 million. On December 26, 2025, in accordance with the optional redemption provisions in the indenture governing the 4.500% senior secured notes due 2026 (the 2026 Notes), we used approximately $756 million of the net proceeds for the prepayment (including payment of a make-whole amount of $4 million and accrued interest of $2 million) in full of the outstanding $750 million aggregate principal amount of the 2026 Notes. As a result, we recognized a loss on debt extinguishment of $6 million, consisting primarily of the premium paid on the redemption of the $750 million principal amount of the 2026 Notes prior to their scheduled maturity. We intend that the remainder of the net proceeds be used for general corporate purposes.
Under the indentures (including the applicable supplemental indentures) governing the senior notes due 2034, 2035, 2043 and 2044 identified in the table above (the Public Senior Notes), each series of Public Senior Notes is guaranteed by CF
Holdings. Interest on the Public Senior Notes is payable semiannually, and the Public Senior Notes are redeemable at our option, in whole at any time or in part from time to time, at specified make-whole redemption prices.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 24, 2022 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.