UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
−Removed: The following table sets forth share repurchases, on a trade date basis, for each of the three months of the quarter ended September 30, 2021.
+Added: The following table sets forth share repurchases, on a trade date basis, for each of the three months of the quarter ended March 31, 2022.
Issuer Purchases of Equity Securities
12 unchanged sentences
(in thousands) (2)
−Removed: July 1, 2021 - July 31, 2021 6,558 (3)
+Added: January 1, 2022 - January 31, 2022 591,125 (3)
$ 68.89 471,556 $ 1,467,743
−Removed: August 1, 2021 - August 31, 2021 23,363 (4)
+Added: February 1, 2022 - February 28, 2022 582,998 (4)
76.48 410,720 1,437,143
−Removed: September 1, 2021 - September 30, 2021 1,068,979 (5)
+Added: March 1, 2022 - March 31, 2022 389,556
95.35 389,556 1,400,000
3 unchanged sentences
(1) Average price paid per share of CF Industries Holdings, Inc.
−Removed: (CF Holdings) common stock repurchased under the 2019 Stock Repurchase Program, as defined below, is the execution price, excluding commissions paid to brokers.
−Removed: (2) On February 13, 2019, we announced that our Board of Directors had authorized a new $1 billion share repurchase program through 2021 (the 2019 Share Repurchase Program).
−Removed: Under the 2019 Share Repurchase Program, we may repurchase CF Holdings common stock for a total expenditure of up to $1 billion through December 31, 2021.
+Added: (CF Holdings) common stock repurchased under the 2021 Share Repurchase Program, as defined below, is the execution price, excluding commissions paid to brokers.
+Added: (2) On November 3, 2021, we announced that our Board of Directors authorized the repurchase of up to $1.5 billion of CF Holdings common stock from January 1, 2022 through December 31, 2024 (the 2021 Share Repurchase Program).
This program is discussed in Note 15—Stockholders’ Equity, in the notes to the unaudited consolidated financial statements included in Part I.
−Removed: (3) Represents shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units and performance restricted stock units.
−Removed: (4) Represents shares withheld to pay employee tax obligations and shares withheld to cover the price of shares upon the exercise of nonqualified stock options.
(3) Includes 119,569 shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units.
+Added: (4) Includes 172,278 shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units and performance restricted stock units.
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 47 of this report.
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EXHIBIT INDEX
+Added: 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, as further amended April 13, 2022
+Added: Fourth Supplement, dated as of January 28, 2022, relating to the First Supplemental Indenture, dated as of May 23, 2013, among CF Industries, Inc., CF Industries Holdings, Inc.
+Added: and Wells Fargo Bank, National Association, as trustee, relating to CF Industries, Inc.’s 3.450% Senior Notes due 2023 (incorporated by reference to Exhibit 4.1 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on February 1, 2022)
+Added: Third Supplemental Indenture, dated as of January 28, 2022, relating to the 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 (incorporated by reference to Exhibit 4.2 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on February 1, 2022)
+Added: Fourth Supplement, dated as of January 28, 2022, relating to the Third Supplemental Indenture, dated as of March 11, 2014, among CF Industries, Inc., CF Industries Holdings, Inc.
+Added: and Wells Fargo Bank, National Association, as trustee, relating to CF Industries, Inc.’s 5.150% Senior Notes due 2034 (incorporated by reference to Exhibit 4.3 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on February 1, 2022)
+Added: Fourth Supplement, dated as of January 28, 2022, relating to the Second Supplemental Indenture, dated as of May 23, 2013, among CF Industries, Inc., CF Industries Holdings, Inc.
+Added: and Wells Fargo Bank, National Association, as trustee, relating to CF Industries, Inc.’s 4.950% Senior Notes due 2043 (incorporated by reference to Exhibit 4.4 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on February 1, 2022)
+Added: Fourth Supplement, dated as of January 31, 2022, relating to the Fourth Supplemental Indenture, dated as of March 11, 2014, among CF Industries, Inc., CF Industries Holdings, Inc.
+Added: and Wells Fargo Bank, National Association, as trustee, relating to CF Industries, Inc.’s 5.375% Senior Notes due 2044 (incorporated by reference to Exhibit 4.5 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on February 1, 2022)
+Added: Amendment No.
+Added: 1 to the Fourth Amended and Restated Credit Agreement, dated as of January 27, 2022, among CF Industries Holdings, Inc., CF Industries, Inc., the lenders party thereto, the issuing banks party thereto and Citibank, N.A.
+Added: as administrative agent (incorporated by reference to Exhibit 4.6 to CF Industries Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on February 1, 2022)
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
4 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 101 The following financial information from CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language):
−Removed: (1) Consolidated Statements of Operations, (2) Consolidated Statements of Comprehensive (Loss) Income, (3) Consolidated Balance Sheets, (4) Consolidated Statements of Equity, (5) Consolidated Statements of Cash Flows, and (6) the Notes to Unaudited Consolidated Financial Statements
+Added: 101 The following financial information from CF Industries Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, formatted in Inline XBRL (eXtensible Business Reporting Language):
+Added: (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) Notes to Unaudited Consolidated Financial Statements
104 Cover Page Interactive Data File (included in the Exhibit 101 Inline XBRL Document Set)
2 unchanged sentences
CF INDUSTRIES HOLDINGS, INC.
−Removed: November 5, 2021 By:
+Added: May 5, 2022 By:
President and Chief Executive Officer
(Principal Executive Officer)
−Removed: November 5, 2021 By:
+Added: May 5, 2022 By:
/s/ CHRISTOPHER D.
2 unchanged sentences
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.