v3.25.2
Shareholders' Equity
6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
Shareholders' Equity Shareholders' Equity
Mandatory Convertible Preferred Stock
On October 31, 2024, we issued 115,000,000 depositary shares, representing 5,750,000 shares of our 6.00% Series A Mandatory Convertible Preferred Stock (Mandatory convertible preferred stock). The Mandatory convertible preferred stock has a $1,000.00 per share liquidation preference and $1.00 per share par value. As a result of the transaction, we received cash proceeds of $5,651, net of underwriting fees and other issuance costs.
Dividends are cumulative at an annual rate of 6.00% on the liquidation preference of $1,000.00 per share of Mandatory convertible preferred stock and may be paid in cash, shares of our common stock or a combination of cash and shares of our common stock. Dividends that are declared will be payable on January 15, April 15, July 15 and October 15 to holders of record on the January 1, April 1, July 1, and October 1 immediately preceding the relevant dividend payment date. Dividends paid on Mandatory convertible preferred stock were $158 and $86 for the six and three months ended June 30, 2025. In June 2025, dividends of $86 were declared to holders of record as of July 1, 2025, representing $15.00 per share, and were paid in cash on July 15, 2025.
The following table illustrates the conversion rate per share of Mandatory convertible preferred stock, subject to certain anti-dilution adjustments, based on the applicable market value of the common stock:
Applicable Market Value of Common StockConversion Rate per Share of Mandatory Convertible Preferred Stock
Greater than $171.5854
5.8280 shares of common stock
Equal to or less than $171.5854 but greater than or equal to $142.9797
Between 5.8280 and 6.9940 shares of common stock, determined by dividing $1,000 by the applicable market value
Less than $142.9797
6.9940 shares of common stock
Unless earlier converted, each share of Mandatory convertible preferred stock will automatically convert on October 15, 2027, into between 5.8280 shares and 6.9940 shares of our common stock, depending on the applicable market value of the common stock and subject to certain anti-dilution adjustments
described in the certificate of designations related to our Mandatory convertible preferred stock (Certificate of Designations). The applicable market value of our common stock will be determined based on the average volume-weighted average price per share of the common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately prior to October 15, 2027.
If a fundamental change, as defined in the Certificate of Designations, occurs on or prior to October 15, 2027, then holders of Mandatory convertible preferred stock will be entitled to convert all or any portion of their shares into shares of our common stock at the fundamental change conversion rate, as defined in the Certificate of Designations, for a specified period of time and also to receive an amount to compensate such holders for unpaid accumulated dividends and any remaining future scheduled dividend payments.
Other than during a fundamental change conversion period, at any time prior to October 15, 2027, holders of Mandatory convertible preferred stock may elect to convert all or any portion of their shares at a conversion rate of 5.8280 shares of common stock per share of Mandatory convertible preferred stock, subject to certain anti-dilution and other adjustments as described in the Certificate of Designations.
Accumulated Other Comprehensive Loss
Changes in Accumulated other comprehensive loss (AOCI) by component for the six and three months ended June 30, 2025 and 2024, were as follows:
Currency Translation AdjustmentsUnrealized Gains and Losses on Certain Investments
Unrealized Gains and Losses on Derivative Instruments
Defined Benefit Pension Plans & Other Postretirement Benefits
Total (1)
Balance at January 1, 2024($134)$2 $12 ($10,185)($10,305)
Other comprehensive loss before reclassifications
(24)(76)(13)(113)
Amounts reclassified from AOCI
26  26 
Net current period Other comprehensive loss
(24)(50)(13)(87)
Balance at June 30, 2024($158)$2 ($38)($10,198)($10,392)
Balance at January 1, 2025($178)$2 ($211)($10,528)($10,915)
Other comprehensive income/(loss) before reclassifications
108 206 (2)312 
Amounts reclassified from AOCI
28 36 64 
Net current period Other comprehensive income
108 234 34 376 
Balance at June 30, 2025($70)$2 $23 ($10,494)($10,539)
Balance at March 31, 2024($169)$2 ($46)($10,199)($10,412)
Other comprehensive income/(loss) before reclassifications
11 (11)
Amounts reclassified from AOCI
19  19 
Net current period Other comprehensive income
11 20 
Balance at June 30, 2024($158)$2 ($38)($10,198)($10,392)
Balance at March 31, 2025($132)$2 ($125)($10,505)($10,760)
Other comprehensive income/(loss) before reclassifications
62  138 (2)198 
Amounts reclassified from AOCI
  10 13 23 
Net current period Other comprehensive income
62 148 11 221 
Balance at June 30, 2025($70)$2 $23 ($10,494)($10,539)
(1)     Net of tax.