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 March 31, 2023.
+Added: The following table sets forth share repurchases, on a trade date basis, for each of the three months of the quarter ended June 30, 2023.
Issuer Purchases of Equity Securities
12 unchanged sentences
(in thousands) (2)
−Removed: January 1, 2023 - January 31, 2023 108,573 (3)
+Added: April 1, 2023 - April 30, 2023 56 (3)
$ 72.33 — $ 3,079,583
−Removed: February 1, 2023 - February 28, 2023 154,488 (4)
+Added: May 1, 2023 - May 31, 2023 1,547,814 (4)
64.62 1,547,548 2,979,576
−Removed: March 1, 2023 - March 31, 2023 1,056,319 71.00 1,056,319 3,079,583
+Added: June 1, 2023 - June 30, 2023 468,868 62.97 468,868 2,950,052
Total 2,016,738
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 and excise taxes.
+Added: (CF Holdings) common stock repurchased under the 2021 Share Repurchase Program, as defined below, or the 2022 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).
−Removed: 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: 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 (the 2022 Share Repurchase Program).
These share repurchase programs are discussed in Item 2.
−Removed: 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.
−Removed: Financials Statements in Part I of this Quarterly Report on Form 10-Q.
+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 14—Stockholders’ Equity, in the notes to unaudited consolidated financial statements included in Item 1.
+Added: Financial 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.
−Removed: (4) Represents shares withheld to pay employee tax obligations upon the lapse of restrictions on both restricted stock units and performance restricted stock units.
−Removed: 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.
−Removed: CF INDUSTRIES HOLDINGS, INC.
−Removed: EXHIBIT INDEX
−Removed: 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.
−Removed: (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 ) *
−Removed: Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: Certification of Principal Executive Officer pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: Certification of Principal Financial Officer pursuant to 18 U.S.C.
−Removed: 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 March 31, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language):
−Removed: (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
−Removed: 104 Cover Page Interactive Data File (included in the Exhibit 101 Inline XBRL Document Set)
−Removed: _______________________________________________________________________________
−Removed: * Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
−Removed: CF INDUSTRIES HOLDINGS, INC.
−Removed: 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.
−Removed: CF INDUSTRIES HOLDINGS, INC.
−Removed: May 2, 2023 By:
−Removed: President and Chief Executive Officer
−Removed: (Principal Executive Officer)
−Removed: May 2, 2023 By:
−Removed: /s/ CHRISTOPHER D.
−Removed: Christopher D.
−Removed: Senior Vice President and Chief Financial Officer (Principal Financial Officer)
+Added: (4) Includes 266 shares withheld to pay employee tax obligations upon the lapse of restrictions on restricted stock units.
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.