Stockholders' Equity

9 Months Ended

Sep. 30, 2020

Stockholders' Equity Note [Abstract]

Stockholders' Equity [Text Block]

Note 11 – Stockholders’ Equity

Stockholder Rights Agreement

On March 19, 2020, our board of directors approved the adoption of a limited duration stockholder rights agreement (Rights Agreement) and declared a distribution of one preferred stock purchase right for each outstanding share of common stock. The Rights Agreement is intended to protect the interests of us and our stockholders by reducing the likelihood of another party gaining control of or significant influence over us without paying an

appropriate premium considering recent volatile markets. Each preferred stock purchase right represents the right to purchase, upon certain terms and conditions, one one-thousandth (.001) of a share of Series C Participating Cumulative Preferred Stock, $1.00 par value per share. Each one-thousandth (.001) of a share of Series C Participating Cumulative Preferred Stock, if issued, would have rights similar to one share of our common stock. The distribution of preferred stock purchase rights occurred on March 30, 2020, to holders of record as of the close of business on that date. The Rights Agreement expires on March 20, 2021. Please see our Current Report on Form 8-K dated March 20, 2020, for additional details of the Rights Agreement.

On August 27, 2020, a purported shareholder filed a putative class action lawsuit in the Delaware Court of Chancery challenging the Rights Agreement. The plaintiff alleges that the individual members of our board of directors breached their fiduciary duties by adopting the Rights Agreement. The complaint seeks declaratory relief, an injunction against the agreement, and an award of attorneys’ fees and costs, which are not expected to be material. On September 3, 2020, a purported shareholder filed a separate putative class action lawsuit in the Delaware Court of Chancery, asserting identical claims to the August 27, 2020 lawsuit. The court consolidated the lawsuits, and trial is scheduled to begin January 11, 2021.

AOCI

The following table presents the changes in AOCI by component, net of income taxes:

	Cash Flow Hedges		Foreign Currency Translation		Pension and Other Postretirement Benefits		Total
	(Millions)
Balance at December 31, 2019	$	(2)	$	(1)	$	(196)	$	(199)
Other comprehensive income (loss) before reclassifications	—		—		20		20
Amounts reclassified from accumulated other comprehensive income (loss)	—		—		19		19
Other comprehensive income (loss)	—		—		39		39
Balance at September 30, 2020	$	(2)	$	(1)	$	(157)	$	(160)

Reclassifications out of AOCI are presented in the following table by component for the nine months ended September 30, 2020:

Component	Reclassifications		Classification
	(Millions)
Pension and other postretirement benefits:
Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit)	$	25	Other income (expense) – net below Operating income (loss)
Income tax benefit	(6)		Provision (benefit) for income taxes
Reclassifications during the period	$	19