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, 2022.
+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, 2023.
Issuer Purchases of Equity Securities
12 unchanged sentences
(in thousands) (2)
−Removed: July 1, 2022 - July 31, 2022 4,584,050 (3)
+Added: January 1, 2023 - January 31, 2023 108,573 (3)
$ 82.27 — $ 3,154,583
−Removed: August 1, 2022 - August 31, 2022 236,586 96.88 236,586 500,545
−Removed: September 1, 2022 - September 30, 2022 1,277,890 (4)
+Added: February 1, 2023 - February 28, 2023 154,488 (4)
85.89 — 3,154,583
+Added: March 1, 2023 - March 31, 2023 1,056,319 71.00 1,056,319 3,079,583
Total 1,319,380
2 unchanged sentences
(1) Average price paid per share of CF Industries Holdings, Inc.
−Removed: (CF Holdings) common stock repurchased under the 2021 Share Repurchase Program, as defined below, is the execution price, excluding commissions paid to brokers.
−Removed: (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).
−Removed: This program is discussed in Note 16—Stockholders’ Equity, in the notes to the unaudited consolidated financial statements included in Part I.
−Removed: (3) Includes 647 shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units.
−Removed: (4) Includes 909 shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units.
+Added: (CF Holdings) common stock repurchased under the 2021 Share Repurchase Program, as defined below, is the execution price, excluding commissions paid to brokers and excise taxes.
+Added: (2) On November 3, 2021, we announced that our Board of Directors (the Board) 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).
+Added: On November 2, 2022, we announced that the Board authorized the repurchase of up to $3 billion of CF Holdings common stock commencing upon completion of the 2021 Share Repurchase Program and effective through December 31, 2025.
+Added: These share repurchase programs are discussed in Item 2.
+Added: Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Share Repurchase Programs in Part I of this Quarterly Report on Form 10-Q and in Note 13—Stockholders’ Equity, in the notes to the unaudited consolidated financial statements included in Item 1.
+Added: Financials Statements in Part I of this Quarterly Report on Form 10-Q.
+Added: (3) Represents shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units.
+Added: (4) Represents shares withheld to pay employee tax obligations upon the lapse of restrictions on both 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 42 of this report.
1 unchanged sentence
EXHIBIT INDEX
+Added: Asset Purchase Agreement, dated as of March 20, 2023, by and among Dyno Nobel Louisiana Ammonia , LLC , CF Industries East Point, LLC, and, solely for the purposes of Ar ticle X, Incitec Pivot Limited and CF Indus tries Holdings, I nc.
+Added: (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 20, 2023 ) *
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 quarterly period ended September 30, 2022, formatted in Inline XBRL (eXtensible Business Reporting Language):
−Removed: (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) 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, 2023, 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)
+Added: _______________________________________________________________________________
+Added: * Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
CF INDUSTRIES HOLDINGS, INC.
1 unchanged sentence
CF INDUSTRIES HOLDINGS, INC.
−Removed: November 3, 2022 By:
+Added: May 2, 2023 By:
President and Chief Executive Officer
(Principal Executive Officer)
−Removed: November 3, 2022 By:
+Added: May 2, 2023 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.