Shareholders' Equity

9 Months Ended

Sep. 30, 2020

15. Shareholders' Equity

Common Stock Outstanding

The Company has authorized 175,000,000 shares ($0.01 par value) of Class A Common Stock at September 30, 2020 and December 31, 2019. The Company has authorized 25,000,000 shares ($0.01 par value) of Class B Common Stock at September 30, 2020 and December 31, 2019.

Total common stock outstanding and changes in common stock issued are as follows:


	Nine Months Ended September 30,
	Class A Common Stock		Class B Common Stock
	2020	2019	2020	2019
Shares issued at beginning of period	71,727,061	71,675,379	23,793,669	23,793,669
Issuance (repurchased) pursuant to benefit plans	605,163	98,716	—	—
Restricted stock forfeited and withheld for taxes	(124,667)	(62,919)	—	—
Stock options exercised	—	8,438	—	—
Class B common stock converted to Class A common stock	3,485,215	—	(3,485,215)	—
Shares issued at end of period	75,692,772	71,719,614	20,308,454	23,793,669

Treasury stock	14,592,888	14,592,888	—	—
Total shares outstanding	61,099,884	57,126,726	20,308,454	23,793,669

Class B Common Stock Conversion

Effective April 1, 2020, Icahn Enterprises L.P. ("IEP") exercised its right to convert 3,485,215 shares of the Company’s Class B Common Stock into 3,485,215 shares of the Company’s Class A Common Stock. As a result, IEP holds 9,136,392 shares, or approximately 14.99%, of the Company’s outstanding Class A Common Stock and 20,308,454 shares of the Company’s outstanding Class B Common Stock.

Preferred Stock

The Company had 50,000,000 shares of preferred stock ($0.01 par value) authorized at both September 30, 2020 and December 31, 2019. No shares of preferred stock were issued or outstanding at those dates.

Shareholder Rights Plan

On April 15, 2020, the Company's Board of Directors approved a Section 382 Rights Plan, which will expire on the earliest to occur of (i) the close of business on the day following the certification of the voting results of the Company’s 2021 annual meeting of stockholders, if at such stockholder meeting or any other meeting of stockholders of the Company duly held prior to such meeting, a proposal to ratify the Section 382 Rights Plan has not been passed by the requisite vote of the Company’s stockholders; (ii) the date on which the Board of Directors determines in its sole discretion that (x) the Section 382 Rights Plan is no longer necessary for the preservation of material valuable tax attributes or (y) the tax attributes have been fully utilized and may no longer be carried forward; and (iii) the close of business on October 2, 2021.

Pursuant to the Section 382 Rights Plan, our Board of Directors declared a dividend of (i) one preferred share purchase right (a “Class A Right”), payable on April 27, 2020, for each share of Class A Voting Common Stock and (ii) one preferred share purchase right (a “Class B Right” and, together with the Class A Rights, the “Rights”), payable on April 27, 2020, for each share of Class B Non-Voting Common Stock, in each case, outstanding on April 27, 2020 to the stockholders of record on that date. Each Right, which is exercisable only in the event that any person or group acquires 4.9% or more of the Company’s outstanding shares of Class A Voting Common Stock (with certain limited exceptions), would entitle any holder other than the person or group whose ownership position has exceeded the ownership limit to purchase common stock having a value equal to twice the exercise price of the Right, or, at the election of the Board of Directors, to exchange each Right for one share of Class A Common Stock per Class A Right or one share of Class B Non-Voting Common Stock per Class B Right.

Accumulated Other Comprehensive Income (Loss)

The following represents the Company's changes in accumulated other comprehensive income (loss) by component, net of tax for the three and nine months ended September 30, 2020 and 2019:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Foreign currency translation adjustments and other:
Balance at beginning of period	$	(533)	$	(383)	$	(369)	$	(395)
Other comprehensive income (loss) before reclassifications	33		(77)		(132)		(66)
Reclassification from other comprehensive income (loss)	—		—		—		—
Other comprehensive income (loss)	33		(77)		(132)		(66)
Income tax benefit (provision)	—		2		1		3
Balance at end of period	(500)		(458)		(500)		(458)

Pensions and other postretirement benefits:
Balance at beginning of period	(343)		(298)		(342)		(297)
Other comprehensive income (loss) before reclassifications	—		—		—		—
Reclassification from other comprehensive income (loss)	(14)		2		(10)		5
Other comprehensive income (loss)	(14)		2		(10)		5
Income tax benefit (provision)	—		1		(5)		(3)
Balance at end of period	(357)		(295)		(357)		(295)

Cash flow hedge instruments:
Balance at beginning of period	2		1		—		—
Other comprehensive income (loss) before reclassifications	1		(1)		3		—
Reclassification from other comprehensive income (loss)	—		1		—		1
Other comprehensive income (loss)	1		—		3		1
Income tax benefit (provision)	—		—		—		—
Balance at end of period	3		1		3		1

Accumulated other comprehensive loss at end of period	$	(854)	$	(752)	$	(854)	$	(752)

Other comprehensive income (loss) attributable to noncontrolling interests	$	10	$	(22)	$	(3)	$	(17)