Stockholders' Equity

12 Months Ended

Dec. 31, 2019

Stockholders’ Equity

At December 31, 2019 and 2018, our authorized capital was composed of 1.5 billion shares of common stock and 50 million shares of series preferred stock. Of the 281 million shares of common stock issued and outstanding as of December 31, 2019, 280 million shares were considered outstanding for consolidated balance sheet presentation purposes; the remaining shares were held in a separate trust. Of the 283 million shares of common stock issued and outstanding as of December 31, 2018, 281 million shares were considered outstanding for consolidated balance sheet presentation purposes; the remaining shares were held in a separate trust. No shares of preferred stock were issued and outstanding at December 31, 2019 or 2018.

Repurchases of Common Stock

During 2019, we repurchased 3.5 million shares of our common stock for $1.2 billion. During 2018 and 2017, we paid $1.5 billion and $2.0 billion to repurchase 4.7 million and 7.1 million shares of our common stock.

During the fourth quarter of 2019, we entered into an accelerated share repurchase (ASR) agreement to repurchase $350 million of our common stock. We paid $350 million and received an initial delivery of 658,886 shares on October 30, 2019. Upon final settlement of the ASR agreement on December 20, 2019, we received an additional delivery of 257,363 shares of our common stock based on the average price paid per share of $381.99, calculated with reference to the volume weighted average price per share of our common stock over the term of the agreement, less a negotiated discount. The transaction was accounted for as an equity transaction and recognized as a reduction of common stock and additional paid-in-capital, with the excess purchase price over par value recorded as a reduction of additional paid-in capital.

On September 26, 2019, our Board of Directors approved a $1.0 billion increase to our share repurchase program. Inclusive of this increase, the total remaining authorization for future common share repurchases under our program was $2.8 billion as of December 31, 2019. As we repurchase our common shares, we reduce common stock for the $1 of par value of the shares repurchased, with the excess purchase price over par value recorded as a reduction of additional paid-in capital. If additional paid-in capital is reduced to zero, we record the remainder of the excess purchase price over par value as a reduction of retained earnings. Due to the volume of repurchases made under our share repurchase program, additional paid-in capital was reduced to zero, with the remainder of the excess purchase price over par value of $713.0 million, $1.1 billion and $1.6 billion recorded as a reduction of retained earnings in 2019, 2018 and 2017.

Dividends

We paid dividends totaling $2.6 billion ($9.00 per share) in 2019, $2.3 billion ($8.20 per share) in 2018 and $2.2 billion ($7.46 per share) in 2017. We paid quarterly dividends of $2.20 per share during each of the first three quarters of 2019 and $2.40 per share during the fourth quarter of 2019; $2.00 per share during each of the first three quarters of 2018 and $2.20 per share during the fourth quarter of 2018; and $1.82 per share during each of the first three quarters of 2017 and $2.00 per share during the fourth quarter of 2017.

Accumulated Other Comprehensive Loss

Changes in the balance of AOCL, net of income taxes, consisted of the following (in millions):



	Postretirement Benefit Plans ^(a)			Other, net			AOCL
Balance at December 31, 2016	$	(11,981	)	$	(121	)	$	(12,102	)
Other comprehensive (loss) income before reclassifications	(1,380		)	120			(1,260		)
Amounts reclassified from AOCL
Recognition of net actuarial losses	1,030			—			1,030
Amortization of net prior service credits	(228		)	—			(228		)
Other	—			21			21
Total reclassified from AOCL	802			21			823
Total other comprehensive (loss) income	(578		)	141			(437		)
Balance at December 31, 2017	(12,559		)	20			(12,539		)
Other comprehensive loss before reclassifications	(501		)	(105		)	(606		)
Amounts reclassified from AOCL
Recognition of net actuarial losses	1,455			—			1,455
Amortization of net prior service credits	(253		)	—			(253		)
Other	—			30			30
Total reclassified from AOCL	1,202			30			1,232
Total other comprehensive (loss) income	701			(75		)	626
Reclassification of income tax effects from tax reform^(b)	(2,396		)	(12		)	(2,408		)
Balance at December 31, 2018	(14,254		)	(67		)	(14,321		)
Other comprehensive loss before reclassifications	(2,182		)	18			(2,164		)
Amounts reclassified from AOCL
Recognition of net actuarial losses	1,148			—			1,148
Amortization of net prior service credits	(240		)	—			(240		)
Other	—			23			23
Total reclassified from AOCL	908			23			931
Total other comprehensive income (loss)	(1,274		)	41			(1,233		)
Balance at December 31, 2019	$	(15,528	)	$	(26	)	$	(15,554	)

^(a)

AOCL related to postretirement benefit plans is shown net of tax benefits of $4.2 billion at December 31, 2019, $3.9 billion at December 31, 2018 and $6.5 billion at December 31, 2017. These tax benefits include amounts recognized on our income tax returns as current deductions and deferred income taxes, which will be recognized on our tax returns in future years. See “Note 9 – Income Taxes” and “Note 11 – Postretirement Benefit Plans” for more information on our income taxes and postretirement benefit plans.

^(b)

During 2018, we reclassified the impact of the income tax effects related to the Tax Cuts and Jobs Act of 2017 (the Tax Act) from AOCL to retained earnings by the same amount with zero impact to total equity.