Shareholders' Equity

3 Months Ended

Mar. 31, 2021

15. Shareholders' Equity

Common Stock

Common Stock Outstanding

The Company has authorized 175,000,000 shares ($0.01 par value) of Class A Common Stock at March 31, 2021 and December 31, 2020. The Company has authorized 25,000,000 shares ($0.01 par value) of Class B Common Stock at March 31, 2021 and December 31, 2020.

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


	Class A Common Stock		Class B Common Stock
	Three Months Ended March 31,		Three Months Ended March 31,
	2021	2020	2021	2020
Shares issued at beginning of period	75,714,163	71,727,061	20,308,454	23,793,669
Issued pursuant to benefit plans	786,575	450,175	—	—
Withheld for taxes pursuant to benefit plans	(247,508)	(119,644)	—	—
Class B common stock converted to Class A common stock	17,232,791	—	(17,232,791)	—
Shares issued at end of period	93,486,021	72,057,592	3,075,663	23,793,669

Treasury stock	14,592,888	14,592,888	—	—
Total shares outstanding	78,893,133	57,464,704	3,075,663	23,793,669

Class B Common Stock Conversion

During the first quarter of 2021, Icahn Enterprises L.P. (“IEP”) and its affiliates converted 17,232,791 shares of the Company’s Class B Common Stock into 17,232,791 shares of Class A Common Stock. As of March 31, 2021, IEP held 9,589,751 shares, or approximately 12.16%, of the Company’s outstanding Class A Common Stock and 3,075,663 shares of the Company’s outstanding Class B Common Stock.

Subsequent to March 31, 2021, IEP and its affiliates converted the remaining 3,075,663 shares of the Company's Class B Common Stock outstanding at March 31, 2021 into 3,075,663 shares of Class A Common Stock. Based on information contained in filings with the SEC, as of May 3, 2021, IEP and its affiliates hold 10,359,643 shares, or approximately 12.64% of the Company’s outstanding Class A Common Stock.

Shareholder Agreement

In connection with the closing of the Federal-Mogul acquisition, on October 1, 2018, the Company, American Entertainment Properties Corporation, IEP, and Icahn Enterprises Holdings L.P. entered into a Shareholders Agreement (the “Shareholders Agreement”). IEP’s representative to the Company's Board of Directors under the Shareholders Agreement submitted his resignation effective June 10, 2020.

The Shareholders Agreement contains certain standstill and voting obligations applicable to IEP and its affiliates, which expired on April 1, 2020. In addition, IEP and its affiliates were prohibited from acquiring, offering to acquire, or agreeing to acquire, directly or indirectly, any shares of Class A Common Stock or other securities until April 1, 2021.

Until the later of (i) the expiration of the standstill restrictions referenced above and (ii) the time when IEP and its affiliates cease to own at least 10% of the outstanding shares, IEP and its affiliates may not transfer any shares (a) to certain specified types of investors and (b) in an amount equal to 5% or more of the Class A Common Stock issued and outstanding at the time of such transfer (subject to certain exceptions).

For so long as IEP and its affiliates own at least 10% of the outstanding shares, if the Company proposes to issue any equity securities (other than in an excluded issuance), IEP and its affiliates have certain preemptive rights. The Shareholders Agreement also includes registration rights for IEP.

Share Repurchase Program

The Company presently has no share repurchase program in place.

Preferred Stock

The Company had 50,000,000 shares of preferred stock ($0.01 par value) authorized at both March 31, 2021 and December 31, 2020. No shares of preferred stock were issued or outstanding at those dates.

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 months ended March 31, 2021 and 2020:


	Three Months Ended March 31,
	2021		2020
Foreign currency translation adjustments:
Balance at beginning of period	$	(395)	$	(369)
Other comprehensive income (loss) before reclassifications	(46)		(199)
Reclassification from other comprehensive income (loss)	—		—
Other comprehensive income (loss)	(46)		(199)
Income tax benefit (provision)	—		—
Balance at end of period	(441)		(568)

Defined benefit plans:
Balance at beginning of period	(353)		(342)
Other comprehensive income (loss) before reclassifications	4		—
Reclassification from other comprehensive income (loss)	—		3
Other comprehensive income (loss)	4		3
Income tax benefit (provision)	(1)		1
Balance at end of period	(350)		(338)

Cash flow hedges:
Balance at beginning of period	4		—
Other comprehensive income (loss) before reclassifications	2		(3)
Reclassification from other comprehensive income (loss)	(4)		—
Other comprehensive income (loss)	(2)		(3)
Income tax benefit (provision)	—		1
Balance at end of period	2		(2)

Accumulated other comprehensive loss at end of period	$	(789)	$	(908)

Other comprehensive income (loss) attributable to noncontrolling interests	$	(6)	$	(20)