Common and Preferred Stock

12 Months Ended

Dec. 31, 2018

Stockholders Equity Note [Abstract]

Common and Preferred Stock

16.  Common and Preferred Stock

The following table provides the changes in our outstanding common shares:

	2018			2017			2016
	(In millions)
Balance at January 1		315.1			316.5			286.0
Shares issued		—			—			28.8
Activity related to restricted stock awards, net		0.8			0.8			1.1
Stock options exercised		0.6			0.2			0.2
PSU vested		0.1			0.2			0.4
Shares repurchased		(25.2	)		(2.6	)		—
Balance at December 31		291.4			315.1			316.5

Common and Preferred Stock Issuance:  

In February 2016, we issued 28,750,000 shares of common stock and depositary shares representing 575,000 shares of 8% Series A Mandatory Convertible Preferred Stock (Convertible Preferred Stock), par value $1 per share, with a liquidation preference of $1,000 per share, for total net proceeds of approximately $1.6 billion after deducting underwriting discounts, commissions, and offering expenses.  The dividends on the Convertible Preferred Stock are payable on a cumulative basis.  Unless converted earlier, each share of Convertible Preferred Stock will automatically convert into between 21.822 shares and 25.642 shares of our common stock based on the volume weighted average share price (“VWAP”) over a period of twenty-consecutive trading days ending January 28, 2019, subject to anti-dilution adjustments.  See Note 15, Basic and Diluted Earnings Per Common Share and Note 22, Subsequent Event.

We also entered into capped call transactions on 12.55 million covered shares that were expected generally to reduce the potential dilution to our common stock upon conversion of the Convertible Preferred Stock if the VWAP for any individual day during the period of twenty consecutive trading days ending January 28, 2019 exceeded $45.83 per share, subject to anti-dilution adjustments.  On any day during the twenty consecutive trading days ending January 28, 2019, if the daily VWAP is between $45.83 and $53.625, the value of the capped call transactions for that day will be the proportionate covered shares multiplied by the difference between the VWAP for that day and $45.83.  The number of common shares to be delivered by the counterparties to us will be the sum of each daily calculation during the twenty-consecutive trading day period.  The premium paid for the capped call transactions was $37 million, which was recorded against Capital in excess of par in the Statement of Consolidated Equity.  See Note 22, Subsequent Event.  

Common Stock Repurchase Plan:  

In 2018, we repurchased 25.2 million shares of our common stock (2017: 2.6 million shares) for $1,380 million (2017: $120 million), at an average cost per share of $54.85 (2017: $45.67).  There were no repurchases in 2016.  At December 31, 2018, we are authorized, but not required, to purchase additional common stock up to a value of $650million.

Common stock dividends:  

In 2018, 2017 and 2016, cash dividends declared on common stock totaled $1.00 per share ($0.25 per quarter).