CF Industries Holdings, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. The following table sets forth share repurchases, on a trade date basis, for each of the three months of the quarter ended March 31, 2021. Issuer Purchases of Equity Securities Period Total number of shares (or units) purchased (1) Average price paid per share (or unit) Total number of shares (or units) purchased as part of publicly announced plans or programs (2) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (in thousands) (2) January 1, 2021 - January 31, 2021 112,447 $ 38.53 — $ 563,407 February 1, 2021 - February 28, 2021 13,768 46.10 — 563,407 March 1, 2021 - March 31, 2021 111,388 46.00 — 563,407 Total 237,603 $ 42.47 — _______________________________________________________________________________ (1) Represents shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units and performance restricted stock units and upon the exercise of nonqualified stock options, and shares withheld to cover the price of the shares upon the exercise of nonqualified stock options. (2) On February 13, 2019, our Board of Directors authorized management to repurchase CF Holdings common stock for a total expenditure of up to $1 billion through December 31, 2021 (the 2019 Share Repurchase Program). This program is discussed in Note 14—Stockholders’ Equity, in the notes to the unaudited consolidated financial statements included in Part I. ITEM 6. EXHIBITS. A list of exhibits filed with this Quarterly Report on Form 10-Q (or incorporated by reference to exhibits previously filed or furnished) is provided in the Exhibit Index on page 45 of this report. 44 Table of Contents CF INDUSTRIES HOLDINGS, INC. EXHIBIT INDEX Exhibit No. Description 3.1 Fourth Amended and Restated Bylaws of CF Industries Holdings, Inc., effective October 14, 2015, as amended April 20, 2018, as further amended May 4, 2021 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101 The following financial information from CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language): (1) Consolidated Statements of Operations, (2) Consolidated Statements of Comprehensive Income (Loss), (3) Consolidated Balance Sheets, (4) Consolidated Statements of Equity, (5) Consolidated Statements of Cash Flows, and (6) the Notes to Unaudited Consolidated Financial Statements 104 Cover Page Interactive Data File (included in Exhibit 101) 45 Table of Contents CF INDUSTRIES HOLDINGS, INC. 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 thereunto duly authorized. CF INDUSTRIES HOLDINGS, INC. Date: May 6, 2021 By: /s/ W. ANTHONY WILL W. Anthony Will President and Chief Executive Officer (Principal Executive Officer) Date: May 6, 2021 By: /s/ CHRISTOPHER D. BOHN Christopher D. Bohn Senior Vice President and Chief Financial Officer (Principal Financial Officer) 46