Item 2. Unregistered Sales of Equity Securities
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, 2023.
Issuer Purchases of Equity Securities
Period Total
number
of shares
(or units)
purchased
Average
price paid
per share
(or unit) (1)
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, 2023 - January 31, 2023 108,573 (3)
$ 82.27 — $ 3,154,583
February 1, 2023 - February 28, 2023 154,488 (4)
85.89 — 3,154,583
March 1, 2023 - March 31, 2023 1,056,319 71.00 1,056,319 3,079,583
Total 1,319,380
$ 73.67 1,056,319
_______________________________________________________________________________
(1) Average price paid per share of CF Industries Holdings, Inc. (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.
(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). 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. These share repurchase programs are discussed in Item 2. 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. Financials Statements in Part I of this Quarterly Report on Form 10-Q.
(3) Represents shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units.
(4) Represents shares withheld to pay employee tax obligations upon the lapse of restrictions on both restricted stock units and performance restricted stock units.
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 42 of this report.
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Table of Contents
CF INDUSTRIES HOLDINGS, INC.
EXHIBIT INDEX
Exhibit No. Description
2 . 1
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. (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 ) *
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 quarterly period ended March 31, 2023, formatted in Inline 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) Notes to Unaudited Consolidated Financial Statements
104 Cover Page Interactive Data File (included in the Exhibit 101 Inline XBRL Document Set)
_______________________________________________________________________________
* Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
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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 2, 2023 By: /s/ W. ANTHONY WILL
W. Anthony Will
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 2, 2023 By: /s/ CHRISTOPHER D. BOHN
Christopher D. Bohn
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.