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Stockholders' Equity
12 Months Ended
Dec. 31, 2023
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Stockholders’ Equity
Common Stock
Our Board of Directors (the Board) has authorized certain programs to repurchase shares of our common stock. These programs have generally permitted repurchases to be made from time to time in the open market, through privately-negotiated transactions, through block transactions, through accelerated share repurchase programs, or otherwise. Our management has determined the manner, timing and amount of repurchases under these programs based on the evaluation of market conditions, stock price and other factors.
On November 3, 2021, the Board authorized the repurchase of up to $1.5 billion of CF Holdings common stock through December 31, 2024 (the 2021 Share Repurchase Program). On November 2, 2022, 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).
The following table summarizes the share repurchases under the 2022 Share Repurchase Program and the 2021 Share Repurchase Program.
2022 Share Repurchase Program2021 Share Repurchase Program
Shares
Amounts(1)
Shares
Amounts(1)
(in millions)
Shares repurchased in 2022:
First quarter— $— 1.3 $100 
Second quarter— — 5.3 490 
Third quarter— — 6.1 532 
Fourth quarter— — 2.2 223 
Total shares repurchased in 2022— — 14.9 1,345 
Shares repurchased as of December 31, 2022— $— 14.9 $1,345 
Shares repurchased in 2023:
First quarter— $— 1.1 $75 
Second quarter0.8 50 1.2 80 
Third quarter1.9 150 — — 
Fourth quarter2.9 225 — — 
Total shares repurchased in 20235.6 425 2.3 155 
Shares repurchased as of December 31, 2023
5.6 $425 17.2 $1,500 
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(1)As defined in the share repurchase programs, amounts reflect the price paid for the shares of common stock repurchased, excluding commissions paid to brokers and excise taxes.
In the first half of 2023, we completed the 2021 Share Repurchase Program with the repurchase of approximately 2.3 million shares for $155 million. In 2023, we repurchased 5.6 million shares under the 2022 Share Repurchase Program for $425 million.
The shares we repurchase are held as treasury stock. If the Board authorizes us to retire the shares, they are returned to the status of authorized but unissued shares. As part of the retirements, we reduce our treasury stock, paid-in capital and retained earnings balances. In 2022, we retired 15.2 million shares of repurchased stock. In 2023, we retired 8.1 million shares of repurchased stock, including shares repurchased under the 2021 Share Repurchase Program and the 2022 Share Repurchase Program. As of December 31, 2023 and 2022, we held no shares of treasury stock.
Changes in common shares outstanding are as follows:
 Year ended December 31,
 202320222021
Beginning balance195,604,404 207,575,978 213,954,858 
Exercise of stock options39,106 2,475,550 1,806,940 
Issuance of restricted stock(1)
664,200 740,025 643,882 
Purchase of treasury shares(2)
(8,119,309)(15,187,149)(8,829,702)
Ending balance188,188,401 195,604,404 207,575,978 
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(1)Includes shares issued from treasury.
(2)Consists of shares repurchased under share repurchase programs and shares withheld to pay employee tax obligations upon the vesting of restricted stock or the exercise of stock options.
Preferred Stock
CF Holdings is authorized to issue 50 million shares of $0.01 par value preferred stock. Our Third Amended and Restated Certificate of Incorporation authorizes the Board, without any further stockholder action or approval, to issue these shares in one or more classes or series, and (except in the case of our Series A Junior Participating Preferred Stock, 500,000 shares of which are authorized and the terms of which were specified in the original certificate of incorporation of CF Holdings) to fix the rights, preferences and privileges of the shares of each wholly unissued class or series and any of its qualifications, limitations or restrictions. The Series A Junior Participating Preferred Stock had been established in CF Holdings’ original certificate of incorporation in connection with our former stockholder rights plan that expired in 2015. No shares of preferred stock have been issued.
Accumulated Other Comprehensive Loss
Changes to accumulated other comprehensive loss and the impact on other comprehensive income (loss) are as follows:
 Foreign
Currency
Translation
Adjustment
Unrealized
Gain (Loss)
on
Derivatives
Defined
Benefit
Plans
Accumulated
Other
Comprehensive
Loss
 (in millions)
Balance as of December 31, 2020$(144)$$(180)$(320)
Gain arising during the period— — 67 67 
Reclassification to earnings(1)
— — 12 12 
Effect of exchange rate changes and deferred taxes— (19)(16)
Balance as of December 31, 2021$(141)$$(120)$(257)
Gain arising during the period— — 55 55 
Reclassification to earnings(1):
   Settlement loss— — 21 21 
   Curtailment gains— — (4)(4)
   Other— (1)
Effect of exchange rate changes and deferred taxes(38)— (10)(48)
Balance as of December 31, 2022$(179)$$(54)$(230)
Loss arising during the period— — (6)(6)
Reclassification to earnings(1)
— — (1)(1)
Effect of exchange rate changes and deferred taxes33 — (5)28 
Balance as of December 31, 2023$(146)$$(66)$(209)
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(1)     Reclassifications out of accumulated other comprehensive loss to the consolidated statements of operations were not material.