Stockholders' Equity

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Stockholders' Equity

2022 Equity and Incentive Plan

In May 2022, our shareholders approved the CF Industries Holdings, Inc. 2022 Equity and Incentive Plan (the Plan), including 2.5 million new shares of the Company’s common stock available for grant thereunder as part of our pay-for-performance compensation program, which we use to provide incentives that are aligned with the interests of our shareholders. The Plan replaced the CF Industries Holdings, Inc. 2014 Equity and Incentive Plan and permits grants of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards, which in each case may be conditioned on performance criteria, to employees and certain consultants of the Company and its subsidiaries and non-employee directors of the Company.

Treasury Stock

On November 3, 2021, our Board of Directors (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). Repurchases under the 2021 Share Repurchase Program may be made from time to time in the open market, through privately negotiated transactions, through block transactions or otherwise. The manner, timing and amount of repurchases will be determined by our management based on the evaluation of market conditions, stock price, and other factors. See Note 19—Subsequent Event for additional information.

In the nine months ended September 30, 2022, we repurchased approximately 12.7 million shares under the 2021 Share Repurchase Program for $1.12 billion, of which $27 million was accrued and unpaid as of September 30, 2022. In the nine months ended September 30, 2022, we retired approximately 3.2 million shares of repurchased stock, and we held approximately 9.9 million shares of treasury stock as of September 30, 2022.

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 on Derivatives		Defined Benefit Plans		Accumulated Other Comprehensive Income (Loss)
	(in millions)
Balance as of December 31, 2020	$	(144)	$	4	$	(180)	$	(320)
Loss arising during the period	—		—		(4)		(4)
Reclassification to earnings(1)	—		—		9		9
Effect of exchange rate changes and deferred taxes	(2)		—		1		(1)
Balance as of September 30, 2021	$	(146)	$	4	$	(174)	$	(316)
Balance as of December 31, 2021	$	(141)	$	4	$	(120)	$	(257)
Gain arising during the period	—		—		3		3
Reclassification to earnings(2)	—		—		26		26
Effect of exchange rate changes and deferred taxes	(49)		—		7		(42)
Balance as of September 30, 2022	$	(190)	$	4	$	(84)	$	(270)

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(1)Reclassifications out of accumulated other comprehensive loss to the consolidated statements of operations during the three and nine months ended September 30, 2021 were not material.

(2)Reclassifications out of accumulated other comprehensive loss to the consolidated statements of operations during the three and nine months ended September 30, 2022 include a non-cash pre-tax pension settlement loss of $24 million. See Note 11—Pension Retiree Annuity Purchase for additional information.