UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q/A

 

Amendment No. 1

 

 

(Mark one)

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2011

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from             to             

 

Commission file number: 001-32597

 

CF INDUSTRIES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

(847) 405-2400

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

 

65,388,104 shares of the registrant’s common stock, $0.01 par value per share, were outstanding at October 27, 2011.

 

 

 

EXPLANATORY NOTE

 

CF Industries Holdings, Inc. (the Registrant) is filing this amendment (the Form 10-Q/A) to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 (the Form 10-Q), filed with the U.S. Securities and Exchange Commission on November 3, 2011, solely to correct an error on the cover page. The cover page of the Form 10-Q incorrectly stated that the amount of the Registrant’s Common Stock outstanding as of October 27, 2011 was 71,903,355. This incorrect number included both the number of shares of Common Stock outstanding and an additional 6,515,251 shares of Common Stock held in treasury that were issued but not outstanding as of that date. The cover page of this Form 10-Q/A correctly states that the number of shares of outstanding Common Stock of the Registrant on October 27, 2011 was 65,388,104.

 

The incorrect number of shares outstanding at October 27, 2011 was also included in Exhibit 101 to the Form 10-Q containing the Registrant’s Extensible Business Reporting Language (XBRL) materials for the nine-month period ended September 30, 2011.  This Form 10-Q/A also amends Item 6, “Exhibits,” specifically by including Exhibit 101 containing the Registrant’s XBRL materials for the nine-month period ended September 30, 2011 with the corrected number of shares outstanding at October 27, 2011.

 

This Form 10-Q/A should be read in conjunction with the original Form 10-Q, which continues to speak as of the date of the Form 10-Q. Except as specifically noted above, this Form 10-Q/A does not modify or update the financial results or disclosures in the original Form 10-Q. Accordingly, this Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update any related or other disclosures.

 

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PART II. OTHER INFORMATION

 

Item 6. Exhibits

 

Exhibit No.		Description
10.1*		Change in Control Severance Agreement, effective as of August 22, 2011, by and between CF Industries Holdings, Inc. and Dennis P. Kelleher
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 September 30, 2011, filed with the SEC on November 3, 2011, formatted in XBRL (Extensible Business Reporting Language) includes: (1) Consolidated Statements of Operations, (2) Consolidated Statements of Comprehensive Income, (3) Consolidated Balance Sheets, (4) Consolidated Statements of Cash Flows, (5) Consolidated Statements of Equity and (6) the Notes to Unaudited Consolidated Financial Statements

 

*                                         Previously filed with the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on October 27, 2011.

 

**                                  Exhibit 101 being filed solely to correct the number of shares outstanding at October 27, 2011 as described in the Explanatory Note to this Form 10-Q/A.

 

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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: November 7, 2011	By:	/s/ STEPHEN R. WILSON
		Stephen R. Wilson
		President and Chief Executive Officer,
		Chairman of the Board (Principal Executive Officer)
Date: November 7, 2011	By:	/s/ DENNIS P. KELLEHER
		Dennis P. Kelleher
		Senior Vice President and Chief Financial Officer
		(Principal Financial Officer)

 

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