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Stockholders' Equity
12 Months Ended
Jun. 30, 2020
Stockholders Equity Note [Abstract]  
Stockholders' Equity

Note 11. STOCKHOLDERS’ Equity

Common Stock and Preferred Stock

The Company has two classes of common stock that are authorized and outstanding: Class A Common Stock and Class B Common Stock. As a general matter, holders of Class B Common Stock are entitled to one vote per share on all matters on which stockholders have the right to vote, including director elections. Holders of Class A Common Stock are entitled to vote only in the limited circumstances set forth in the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”).

As of June 30, 2020, there were approximately 18,500 holders of record of shares of Class A Common Stock and approximately 4,900 holders of record of shares of Class B Common Stock.

In the event of a liquidation or dissolution or winding up of the Company, after distribution in full of the preferential and/or other amounts to be distributed to the holders of shares of any outstanding series of preferred stock or series common stock, holders of Class A Common Stock and Class B Common Stock, to the extent fixed by the Board of Directors (the “Board”) with respect thereto, are entitled to receive all of the remaining assets of the Company available for distribution to its stockholders, ratably in proportion to the number of shares held by Class A Common Stock holders and Class B Common Stock holders, respectively. In the event of any merger or consolidation with or into another entity, the holders of Class A Common Stock and the holders of Class B Common Stock generally are entitled to receive substantially identical per share consideration.

Under the Certificate of Incorporation, the Board is authorized to issue shares of preferred stock or common stock at any time, without stockholder approval, and to determine all the terms of those shares, including the following:

(i) the voting rights, if any, except that the issuance of preferred stock or series common stock which entitles holders thereof to more than one vote per share requires the affirmative vote of the holders of a majority of the combined voting power of the then outstanding shares of the Company’s capital stock entitled to vote generally in the election of directors;

(ii) the dividend rate and preferences, if any, which that preferred stock or common stock will have compared to any other class; and

(iii) the redemption and liquidation rights and preferences, if any, which that preferred stock or common stock will have compared to any other class.

Any decision by the Board to issue preferred stock or common stock must, however, be taken in accordance with the Board’s fiduciary duty to act in the best interests of the Company’s stockholders. The Company is authorized to issue 35,000,000 shares of preferred stock, par value $0.01 per share and 35,000,000 shares of series common stock, par value $0.01 per share. The Board has the authority, without any further vote or action by the stockholders, to issue preferred stock and series common stock in one or more series and to fix the number of shares, designations, relative rights (including voting rights), preferences, qualifications and limitations of such series to the full extent permitted by Delaware law.

Stock Repurchase Program

On November 6, 2019, the Company announced that the Board had authorized a stock repurchase program providing for the repurchase of $2 billion of the Company’s Common Stock. The program has no time limit and may be modified, suspended or discontinued at any time. The Company also announced that it had entered into an accelerated share repurchase (“ASR”) agreement to repurchase $350 million of Class A Common Stock and announced its intention to promptly repurchase $150 million of Class B Common Stock.

In accordance with the ASR agreement in November 2019, the Company paid a third-party financial institution $350 million and received an initial delivery of approximately eight million shares of Class A Common Stock, representing 80% of the shares expected to be repurchased under the ASR agreement, at a price of $34.99 per share, which was the Nasdaq closing share price of the Class A Common Stock on November 11, 2019. Upon settlement of the ASR agreement in January 2020, the Company received a final delivery of approximately two million shares of Class A Common Stock. The final number of shares purchased under the ASR agreement was determined using a price of $36.05 per share (the volume-weighted average market price of the Class A Common Stock during the term of the ASR agreement less a discount). The Company accounted for the ASR agreement as two separate transactions. The initial delivery of Class A Common Stock was accounted for as a treasury stock transaction recorded on the acquisition date. The final settlement of Class A Common Stock was accounted for as a forward contract indexed to the Class A Common Stock and qualified as an equity transaction.

In addition to the shares purchased under the ASR agreement, during fiscal 2020, the Company repurchased approximately two million and five million shares of Class A Common Stock and Class B Common Stock, respectively, for $72 million and $178 million, respectively, in the open market.

In total, the Company repurchased approximately 17 million shares of Common Stock for $600 million during fiscal 2020.

Repurchased shares are retired and reduce the number of shares issued and outstanding. The Company allocates the amount of the repurchase price over par value between additional paid-in capital and retained earnings.

As of June 30, 2020, the Company’s remaining stock repurchase authorization was approximately $1.4 billion.

Stockholders Agreement

The Company also announced on November 6, 2019 that it had entered into a stockholders agreement with the Murdoch Family Trust pursuant to which the Company and the Murdoch Family Trust have agreed not to take actions that would result in the Murdoch Family Trust and Murdoch family members together owning more than 44% of the outstanding voting power of the shares of Class B Common Stock or would increase the Murdoch Family Trust’s voting power by more than 1.75% in any rolling twelve-month period. The Murdoch Family Trust would forfeit votes to the extent necessary to ensure that the Murdoch Family Trust and the Murdoch family collectively do not exceed 44% of the outstanding voting power of the Class B shares, except where a Murdoch family member votes their own shares differently from the Murdoch Family Trust on any matter.

Dividends

The following table summarizes the dividends declared and paid per share on both the Company’s Class A Common Stock and Class B Common Stock:

 

 

 

For the years ended June 30,

 

 

 

2020

 

 

2019

 

 

2018

 

Cash dividend per share

 

$

0.46

 

 

$

0.23

 

 

$

-

 

 

Comprehensive Income

Comprehensive income is reported in the Statements of Comprehensive Income and consists of Net income and Other comprehensive (loss) income, including unrealized holding gains and losses on securities and benefit plan adjustments, which affect stockholders’ equity, and under GAAP, are excluded from Net income.

The following tables summarize the activity within Other comprehensive (loss) income:

 

 

 

For the year ended June 30, 2020

 

 

 

Before tax

 

 

Tax benefit

(provision)

 

 

Net of tax

 

 

 

(in millions)

 

Benefit plan adjustments

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized losses

 

$

(175

)

 

$

44

 

 

$

(131

)

Reclassifications realized in net income(a)

 

 

29

 

 

 

(7

)

 

 

22

 

Other comprehensive loss

 

$

(146

)

 

$

37

 

 

$

(109

)

 

 

 

For the year ended June 30, 2019

 

 

 

Before tax

 

 

Tax benefit

(provision)

 

 

Net of tax

 

 

 

(in millions)

 

Benefit plan adjustments and other

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized losses

 

$

(133

)

 

$

35

 

 

$

(98

)

Reclassifications realized in net income(a)

 

 

12

 

 

 

(3

)

 

 

9

 

Other comprehensive loss

 

$

(121

)

 

$

32

 

 

$

(89

)

 

 

 

For the year ended June 30, 2018

 

 

 

Before tax

 

 

Tax

provision

 

 

Net of tax

 

 

 

(in millions)

 

Gains on securities

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains

 

$

222

 

 

$

(92

)

 

$

130

 

Other comprehensive income

 

$

222

 

 

$

(92

)

 

$

130

 

Benefit plan adjustments

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains

 

$

5

 

 

$

(1

)

 

$

4

 

Reclassifications realized in net income(a)

 

 

8

 

 

 

(2

)

 

 

6

 

Other comprehensive income

 

$

13

 

 

$

(3

)

 

$

10

 

 

(a)

Reclassifications of amounts related to benefit plan adjustments are included in Other, net in the Statements of Operations (See Note 15—Pension and Other Postretirement Benefits for additional information).

Accumulated other comprehensive (loss) income

The following table summarizes the components of Accumulated other comprehensive (loss) income, net of tax:

 

 

 

As of June 30,

 

 

 

2020

 

 

2019

 

 

2018

 

 

 

(in millions)

 

Unrealized holding gains on securities

 

$

-

 

 

$

-

 

(a)

$

130

 

Benefit plan adjustments and other

 

 

(417

)

 

 

(308

)

(b)

 

(49

)

Accumulated other comprehensive (loss) income, net of tax

 

$

(417

)

 

$

(308

)

 

$

81

 

 

(a)

On July 1, 2018, the Company adopted ASU 2016-01, “Financial Instruments––Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”) on a modified retrospective basis and recorded a cumulative effect adjustment of $130 million to reclassify unrealized holding gains on investments in equity securities within Accumulated other comprehensive (loss) income to Twenty-First Century Fox, Inc. investment (See Statements of Equity). Subsequent to the adoption of ASU 2016-01, the Company accounts for investments in equity securities not accounted for under the equity method in accordance with ASC 321 (See Note 2—Summary of Significant Accounting Policies under the heading “Investments” for additional information).

(b)

The increase in the accumulated other comprehensive loss for Benefit plan adjustments and other includes a reclassification of $13 million as a result of the adoption of ASU 2018-02, “Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU 2018-02”) to eliminate the stranded tax effects resulting from the Tax Act (as defined in Note 16—Income Taxes) and $157 million related to the Shared Plans (as defined in Note 15—Pension and Other Postretirement Benefits”) allocable to the Company’s employees that was transferred to the Company in fiscal 2019 (See Statements of Equity).