Stockholders' Equity

12 Months Ended

Dec. 31, 2013

Stockholders' Equity

Stockholders' Equity

25.   Stockholders' Equity

Common Stock

        In the third quarter of 2011, our Board of Directors authorized a program to repurchase up to $1.5 billion of CF Holdings common stock through December 31, 2013. During 2011, we repurchased 6.5 million shares under the program for $1.0 billion, and in the second quarter of 2012, we repurchased 3.1 million shares of CF Holdings common stock for $500.0 million, thereby completing this program. In June 2012, all 9.6 million shares that were repurchased under this program were retired.

        In the third quarter of 2012, our Board of Directors authorized a program to repurchase up to $3.0 billion of CF Holdings common stock through December 31, 2016. Repurchases under this program may be made from time to time in the open market, in privately negotiated transactions, or otherwise. The manner, timing, and amount of any repurchases are determined by our management based on evaluation of market conditions, stock price, and other factors. During 2013, we repurchased 7.3 million shares for $1.4 billion, of which $40.3 million was accrued but unpaid at December 31, 2013. During the year we retired 6.4 million shares of repurchased stock. At December 31, 2013 we held in treasury approximately 0.9 million shares of repurchased stock. Subsequent to December 31, 2013, we repurchased an additional 1.2 million shares for $294.9 million, bringing the total repurchased shares to date under this program to 8.5 million at an aggregate expenditure of $1.7 billion.

        Changes in common shares outstanding are as follows:

	Year ended December 31,
	2013			2012			2011
Beginning balance		62,950,688			65,419,989			71,267,185
Exercise of stock options		226,303			569,490			638,926
Issuance of restricted stock(1)		30,074			25,662			32,867
Forfeitures of restricted stock		(1,570	)		(2,170	)		(3,140	)
Purchase of treasury shares(2)		(7,340,682	)		(3,062,283	)		(6,515,849	)
Ending balance		55,864,813			62,950,688			65,419,989

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Consists of restricted shares issued, net of shares issued from treasury.

⁽²⁾

Includes treasury shares acquired through shares withheld to pay employee tax obligations upon the vesting of restricted stock.

Stockholder Rights Plan

        We have adopted a stockholder rights plan (the Rights Plan). The existence of the rights and the Rights Plan is intended to deter coercive or partial offers which may not provide fair value to all stockholders and to enhance our ability to represent all of our stockholders and thereby maximize stockholder value.

        Under the Rights Plan, each share of common stock has attached to it one right. Each right entitles the holder to purchase one one-thousandth of a share of a series of our preferred stock designated as Series A junior participating preferred stock at an exercise price of $90, subject to adjustment. Rights will only be exercisable under limited circumstances specified in the rights agreement when there has been a distribution of the rights and such rights are no longer redeemable by us. A distribution of the rights would occur upon the earlier of (i) 10 business days following a public announcement that any person or group has acquired beneficial ownership of 15% or more (or, in the case of certain institutional and other investors, 20% or more) of the outstanding shares of our common stock, other than as a result of repurchases of stock by us; or (ii) 10 business days, or such later date as our Board of Directors may determine, after the date of the commencement of a tender offer or exchange offer that would result in any person, group or related persons acquiring beneficial ownership of 15% or more (or, in the case of certain institutional and other investors, 20% or more) of the outstanding shares of our common stock. The rights will expire at 5:00 P.M. (New York City time) on July 21, 2015, unless such date is extended or the rights are earlier redeemed or exchanged by us.

        If any person or group acquires shares representing 15% or more (or, in the case of certain institutional and other investors, 20% or more) of the outstanding shares of our common stock, the rights will entitle a holder, other than such person, any member of such group or related person, all of whose rights will be null and void, to acquire a number of additional shares of our common stock having a market value of twice the exercise price of each right. If we are involved in a merger or other business combination transaction, each right will entitle its holder to purchase, at the right's then-current exercise price, a number of shares of the acquiring or surviving company's common stock having a market value at that time of twice the right's exercise price.

        The description and terms of the rights are set forth in a Rights Agreement dated as of July 21, 2005, between us and The Bank of New York, as amended by the First Amendment to the Rights Agreement, dated as of August 31, 2010, between us and Mellon Investor Services, LLC (as successor to the Bank of New York), as Rights Agent.

Preferred Stock

        We are authorized to issue 50 million shares of $0.01 par value preferred stock. Our amended and restated certificate of incorporation authorizes our Board of Directors, without any further stockholder action or approval, to issue these shares in one or more classes or series, and 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. In connection with our Rights Plan, 500,000 shares of preferred stock have been designated as Series A junior participating preferred stock. No shares of preferred stock have been issued.

Accumulated Other Comprehensive Income (Loss)

        Changes to accumulated other comprehensive income (loss) and the impact on other comprehensive loss are as follows:

	Foreign Currency Translation Adjustment			Unrealized Gain (Loss) on Securities			Unrealized Gain (Loss) on Derivatives			Defined Benefit Plans			Accumulated Other Comprehensive Income (Loss)
	(in millions)
Balance at December 31, 2010	$	22.4		$	(4.9	)	$	—		$	(70.8	)	$	(53.3	)
Unrealized gain		—			3.2			—			—			3.2
Reclassification to net earnings		—			(0.2	)		—			7.9			7.7
Loss arising during the period		—			—			—			(45.2	)		(45.2	)
Effect of exchange rate changes and deferred taxes		(7.0	)		(1.1	)		—			(3.6	)		(11.7	)
Balance at December 31, 2011		15.4			(3.0	)		—			(111.7	)		(99.3	)
Unrealized gain		—			4.3			7.2			—			11.5
Reclassification to net earnings		—			(0.6	)		—			11.5			10.9
Loss arising during the period		—			—			—			(1.0	)		(1.0	)
Effect of exchange rate changes and deferred taxes		46.0			(1.1	)		(2.6	)		(14.0	)		28.3
Balance at December 31, 2012		61.4			(0.4	)		4.6			(115.2	)		(49.6	)
Unrealized gain		—			2.1			3.0			—			5.1
Reclassification to earnings		—			(0.6	)		—			12.2			11.6
Gain arising during the period		—			—			—			46.2			46.2
Effect of exchange rate changes and deferred taxes		(29.5	)		(0.5	)		(1.1	)		(24.8	)		(55.9	)
Balance at December 31, 2013	$	31.9		$	0.6		$	6.5		$	(81.6	)	$	(42.6	)

        The $1.0 million defined benefit plan loss arising during 2012 is net of a $13.4 million curtailment gain pertaining to retiree medical benefits recognized in the third quarter of 2012. For additional information, refer to Note 7—Pension and Other Postretirement Benefits.

        Reclassifications out of AOCI to the consolidated statement of operations for the year ended December 31, 2013 were as follows:

	Amount Reclassified from AOCI			Affected line item in consolidated statement of operations
	(in millions)
Unrealized Gain (Loss) on Securities
Available-for-sale securities	$	(0.6	)	Interest income
Total before tax		(0.6	)
Tax effect		0.2
Net of tax	$	(0.4	)
Defined Benefit Plans
Amortization of transition obligation	$	—	(1)
Amortization of prior service cost		0.3	(1)
Amortization of net loss		11.9	(1)
Total before tax		12.2
Tax effect		(4.3	)
Net of tax	$	7.9
Total reclassifications for the period	$	7.5

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These AOCI components are included in the computation of net periodic benefit cost of our pension and other postretirement benefits.