What changed in this filing

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Item 9A. Controls and Procedures

2021-02-24 compared with 2020-02-24 · 45 added, 53 removed, 266 unchanged (27% of the section changed)

13 unchanged sentences

Report of Independent Registered Public Accounting Firm

The Stockholders and Board of Directors

To the Stockholders and Board of Directors

CF Industries Holdings, Inc.:

38 unchanged sentences

EXECUTIVE COMPENSATION.

Hagge, John D.

During the last completed fiscal year, Stephen J.

Hagge, Javed Ahmed, John D.

Johnson, Anne P.

1 unchanged sentence

Toelle and Celso L.

White currently serve as the members of the Compensation and Management Development Committee of the Board.

White served as the members of the Compensation and Management Development Committee of the Board.

Information appearing under the following headings of the Proxy Statement is incorporated herein by reference:

6 unchanged sentences

Equity Compensation Plan Information as of December 31, 2020

Plan category

Number of securities

Plan category Number of securities

to be issued upon

13 unchanged sentences

Equity compensation plans not approved by security holders — — —

Total 6,741,928 $ 40.41 6,028,074

_______________________________________________________________________________

Includes 5,059,892 shares issuable pursuant to outstanding nonqualified stock options, 693,960 shares issuable pursuant to restricted stock units and 1,232,814 shares issuable pursuant to performance share units under our 2014 Equity and Incentive Plan and our 2009 Equity Incentive Plan.

Performance share units are subject to attainment of the applicable performance goals during the three-year performance period and are reflected at their maximum potential payout.

The performance share units shown in the table above reflect the full amount awarded to plan participants in 2017, 2018 and 2019.

The performance share units awarded in 2018 and 2019 are composed of three one-year periods with performance goals set annually.

Because accounting rules require performance goals to be set

(1) Includes 4,569,041 shares issuable pursuant to outstanding nonqualified stock options, 614,094 shares issuable pursuant to restricted stock units (RSUs) and 1,558,793 shares issuable pursuant to performance restricted stock units (PSUs) under our 2014 Equity and Incentive Plan and our 2009 Equity Incentive Plan.

PSUs are subject to attainment of the applicable performance goals during the three-year performance period and are reflected at their maximum potential payout.

The PSUs shown in the table above reflect the full amount awarded to plan participants in 2018, 2019 and 2020.

The three-year performance periods for the PSUs awarded in 2018, 2019 and 2020 are in each case composed of three one-year periods with performance goals set annually.

Because accounting rules require performance goals to be set before a PSU is determined for accounting purposes to have been granted, the number of PSUs reported as

CF INDUSTRIES HOLDINGS, INC.

before a performance share unit is determined to be granted, the number of performance share units reported as outstanding as of December 31, 2019 under “Note 19—Stock-Based Compensation ” reflects two-thirds of the 2018 performance share units awarded and one-third of the 2019 performance share units awarded.

Restricted stock units and performance share units are not reflected in the weighted exercise price as these awards do not have an exercise price.

Under the 2014 Equity and Incentive Plan, the number of shares available for issuance will be reduced (i) by one share for each share issued pursuant to options and stock appreciation rights and (ii) by 1.61 shares for each share of stock issued pursuant to restricted stock units and performance share units.

outstanding as of December 31, 2020 in “Note 19—Stock-based Compensation” reflects all of the 2018 PSUs awarded, but only two-thirds of the 2019 PSUs awarded and one-third of the 2020 PSUs awarded.

(2) RSUs and PSUs are not reflected in the weighted exercise price as these awards do not have an exercise price.

(3) Under the 2014 Equity and Incentive Plan, the number of shares available for issuance will be reduced (i) by one share for each share issued pursuant to options and stock appreciation rights and (ii) by 1.61 shares for each share of stock issued pursuant to RSUs and PSUs.

See Note 19—Stock-based Compensation for additional information on the 2014 Equity and Incentive Plan.

6 unchanged sentences

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Documents filed as part of this report:

(a) Documents filed as part of this report:

(1) All financial statements:

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(incorporated by reference to Exhibit 2.1 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on March 12, 2010, File No.

Purchase and Sale Agreement, dated August 2, 2012, between CF Industries Holdings, Inc.

and Glencore International plc (incorporated by reference to Exhibit 2.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on August 6, 2012, File No.

Asset Purchase Agreement, dated October 28, 2013, among CF Industries Holdings, Inc., CF Industries, Inc.

16 unchanged sentences

Third Supplement, dated as of March 22, 2019, relating to the 2023 Notes Supplement (incorporated by reference to Exhibit 4.2 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 2, 2019, File No.

CF INDUSTRIES HOLDINGS, INC.

Second Supplemental Indenture, dated as of May 23, 2013, among CF Industries, Inc., CF Industries Holdings, Inc.

and Wells Fargo Bank, National Association, as trustee, relating to CF Industries, Inc.’s 4.950% Senior Notes due 2043 (includes form of note) (the “2043 Notes Supplement”) (incorporated by reference to Exhibit 4.3 to CF Industries Holding, Inc.’s Current Report on Form 8-K filed with the SEC on May 23, 2013, File No.

CF INDUSTRIES HOLDINGS, INC.

First Supplement, dated as of November 21, 2016, relating to the 2043 Notes Supplement (incorporated by reference to Exhibit 4.12 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 23, 2017, File No.

14 unchanged sentences

Second Supplemental Indenture, dated as of March 22, 2019, relating to the 2021 Notes Indenture (incorporated by reference to Exhibit 4.6 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 2, 2019, File No.

CF INDUSTRIES HOLDINGS, INC.

Indenture, dated as of November 21, 2016, among CF Industries Holdings, Inc., CF Industries, Inc., the Subsidiary Guarantors (as defined therein) party thereto and Wells Fargo Bank, National Association, as trustee and collateral agent, relating to CF Industries, Inc.’s 4.500% Senior Secured Notes due 2026 (includes form of note) (the “2026 Notes Indenture”) (incorporated by reference to Exhibit 4.2 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on November 22, 2016, File No.

CF INDUSTRIES HOLDINGS, INC.

First Supplemental Indenture, dated as of March 29, 2018, relating to the 2026 Notes Indenture (incorporated by reference to Exhibit 4.7 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2018, File No.

28 unchanged sentences

001-32597)***

CF INDUSTRIES HOLDINGS, INC.

Change in Control Severance Agreement, effective as of February 27, 2020, by and between CF Industries Holdings, Inc.

Dempsey (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2020, File No.

001-32597)***

Form of Amendment to Change in Control Severance Agreement (incorporated by reference to Exhibit 10.3 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on December 24, 2015, File No.

001-32597)***

CF INDUSTRIES HOLDINGS, INC.

Form of Indemnification Agreement with Officers and Directors (incorporated by reference to Exhibit 10.10 to Amendment No.

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001-32597)***

CF INDUSTRIES HOLDINGS, INC.

Form of Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.8 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2016, File No.

001-32597)***

Form of Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2017, File No.

001-32597)***

CF INDUSTRIES HOLDINGS, INC.

Form of Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.40 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 23, 2017, File No.

001-32597)***

Form of Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.43 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K filed with the SEC on February 22, 2019, File No.

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(incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on December 21, 2015, File No.

Transition and Separation Agreement, dated as of May 30, 2019, between CF Industries Holdings, Inc.

and Dennis P.

Kelleher (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on May 31, 2019, File No.

001-32597)***

Subsidiaries of the registrant

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

CF INDUSTRIES HOLDINGS, INC.

The following financial information from CF Industries Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, formatted in XBRL (eXtensible Business Reporting Language):

(1) Consolidated Statements of Operations, (2) Consolidated Statements of Comprehensive Income, (3) Consolidated Balance Sheets, (4) Consolidated Statements of Equity, (5) Consolidated Statements of Cash Flows and (6) the Notes to Consolidated Financial Statements

101 The following financial information from CF Industries Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, formatted in Inline XBRL (eXtensible Business Reporting Language):

104 Cover Page Interactive Data File (included in Exhibit 101)

1 unchanged sentence

* Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

CF INDUSTRIES HOLDINGS, INC.

** Portions omitted pursuant to an order granting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

3 unchanged sentences

CF INDUSTRIES HOLDINGS, INC.

February 24, 2020

February 24, 2021 By:

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

President and Chief Executive Officer,

(Principal Executive Officer)

February 24, 2020

Signature Title(s) Date

ANTHONY WILL President and Chief Executive Officer,

(Principal Executive Officer) February 24, 2021

/s/ CHRISTOPHER D.

Senior Vice President and

BOHN Senior Vice President and

Chief Financial Officer

(Principal Financial Officer)

February 24, 2020

(Principal Financial Officer) February 24, 2021

Christopher D.

/s/ RICHARD A.

Vice President and Corporate Controller

(Principal Accounting Officer)

February 24, 2020

HOKER Vice President and Corporate Controller

(Principal Accounting Officer) February 24, 2021

/s/ STEPHEN A.

Chairman of the Board

February 24, 2020

/s/ JAVED AHMED

February 24, 2020

FURBACHER Chairman of the Board February 24, 2021

/s/ JAVED AHMED Director February 24, 2021

/s/ ROBERT C.

February 24, 2020

/s/ WILLIAM DAVISSON

February 24, 2020

ARZBAECHER Director February 24, 2021

/s/ WILLIAM DAVISSON Director February 24, 2021

William Davisson

February 24, 2020

EAVES Director February 24, 2021

/s/ STEPHEN J.

February 24, 2020

HAGGE Director February 24, 2021

NOONAN Director February 24, 2021

/s/ MICHAEL J.

February 24, 2020

TOELLE Director February 24, 2021

/s/ THERESA E.

February 24, 2020

WAGLER Director February 24, 2021

WHITE Director February 24, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures