Shareholders' Equity

12 Months Ended

Dec. 31, 2019

NOTE 24. SHAREHOLDERS' EQUITY

Common Stock Repurchase Plan

On July 29, 2016, we announced that our Board of Directors had approved a share repurchase program pursuant to which we were authorized to repurchase up to $150.0 million of our outstanding shares of common stock through July 31, 2018 (the “Program”). On October 30, 2017, we announced that our Board of Directors had approved an additional $250.0 million authorization to repurchase shares under the Program. The Program was also extended through October 31, 2020. On July 31, 2018, we announced that our Board of Directors had approved an additional $300.0 million authorization to repurchase shares, increasing the total authorized amount under the Program to $700.0 million, excluding commissions.

Repurchases under the Program may be made through open market, block and privately-negotiated transactions, including Rule 10b5-1 plans, at such times and in such amounts as management deems appropriate, subject to market and business conditions, regulatory requirements and other factors. The Program does not obligate AWI to repurchase any particular amount of common stock and may be suspended or discontinued at any time without notice.

On August 2, 2018, we entered into an accelerated share repurchase (“ASR”) agreement with Deutsche Bank AG under the Program. The ASR included a pre-payment of $150.0 million to Deutsche Bank AG, at which time we received 1,766,004 shares. The ASR terminated on October 8, 2018, with an additional 389,825 shares returned on that day to complete the ASR.

During 2019, we repurchased 1.5 million shares under the Program for a total cost of $131.2 million, excluding commissions, or an average price of $86.02 per share. Since inception, including the ASR, we have repurchased 9.2 million shares under the Program for a total cost of $561.8 million, excluding commissions, or an average price of $60.98 per share.

Dividends

In February, April and July 2019, our Board of Directors declared $0.175 per share quarterly dividends, which were paid to shareholders in March, May and August 2019, respectively. In October 2019, our Board of Directors declared a $0.20 per share quarterly dividend, which was paid to shareholders in November 2019. On February 19, 2020, our Board of Directors declared a $0.20 per share quarterly dividend to be paid in March 2020.

Accumulated Other Comprehensive (Loss)

The balance of each component of accumulated other comprehensive (loss), net of tax is presented in the table below.

	December 31, 2019			December 31, 2018
Foreign currency translation adjustments	$	9.4		$	(74.7	)
Derivative (loss) gain, net		(8.5	)		5.3
Pension and postretirement adjustments		(377.0	)		(390.2	)
Accumulated other comprehensive (loss)	$	(376.1	)	$	(459.6	)

The amounts and related tax effects allocated to each component of other comprehensive income for 2019, 2018, and 2017 are presented in the tables below.

	Pre-tax Amount			Tax (Expense) Benefit			After-tax Amount
2019
Foreign currency translation adjustments	$	84.1		$	-		$	84.1
Derivative (loss) gain, net		(18.8	)		4.9			(13.9	)
Pension and postretirement adjustments		16.8			(3.6	)		13.2
Total other comprehensive (loss)	$	82.1		$	1.3		$	83.4

	Pre-tax Amount			Tax Benefit		After-tax Amount
2018
Foreign currency translation adjustments	$	(27.6	)	$	-	$	(27.6	)
Derivative gain, net		0.9			0.2		1.1
Pension and postretirement adjustments		(41.6	)		8.7		(32.9	)
Total other comprehensive (loss)	$	(68.3	)	$	8.9	$	(59.4	)

	Pre-tax Amount			Tax (Expense) Benefit			After-tax Amount
2017
Foreign currency translation adjustments	$	24.5		$	-		$	24.5
Derivative (loss) gain, net		(0.8	)		0.5			(0.3	)
Pension and postretirement adjustments		50.4			(16.7	)		33.7
Total other comprehensive income	$	74.1		$	(16.2	)	$	57.9

The following table summarizes the activity, by component, related to the change in AOCI for December 31, 2019 and 2018:

	Foreign Currency Translation Adjustments			Derivative Gain (Loss) ⁽¹⁾			Pension and Postretirement Adjustments⁽¹⁾			Total Accumulated Other Comprehensive (Loss)⁽¹⁾
Balance, December 31, 2017	$	(47.1	)	$	3.5		$	(302.3	)	$	(345.9	)
Impact of ASU 2018-02 adoption		-			0.7			(55.0	)		(54.3	)
Other comprehensive (loss) before reclassifications, net of tax benefit of $ -, $0.6, $11.3 and $11.9		(27.6	)		-			(44.7	)		(72.3	)
Amounts reclassified from accumulated other comprehensive (loss)		-			1.1			11.8			12.9
Net current period other comprehensive (loss) income		(27.6	)		1.1			(32.9	)		(59.4	)
Balance, December 31, 2018		(74.7	)		5.3			(390.2	)		(459.6	)
Impact of ASU 2017-12 adoption		-			0.1			-			0.1
Other comprehensive income (loss) before reclassifications, net of tax benefit (expense) of $ -, $5.2, ($1.4) and $3.8		3.9			(15.0	)		1.4			(9.7	)
Amounts reclassified from accumulated other comprehensive (loss)		80.2			1.1			11.8			93.1
Net current period other comprehensive income (loss)		84.1			(13.9	)		13.2			83.4
Balance, December 31, 2019	$	9.4		$	(8.5	)	$	(377.0	)	$	(376.1	)

(1)

Amounts are net of tax

The amounts reclassified from AOCI and the affected line item of the Consolidated Statement of Earnings and Comprehensive Income are presented in the table below.

	Amounts Reclassified from Accumulated Other Comprehensive (Loss)						Affected Line Item in the Condensed Consolidated Statement of Earnings and Comprehensive Income
	2019			2018
Derivative Adjustments:
Natural gas commodity contracts	$	-		$	(0.1	)	Cost of goods sold
Foreign exchange contracts - purchases		-			-		Cost of goods sold
Foreign exchange contracts - sales		-			-		Net sales
Interest rate swap contracts		1.4			1.6		Interest expense
Total loss, before tax		1.4			1.5
Tax impact		(0.3	)		(0.4	)	Income tax expense
Total loss, net of tax		1.1			1.1

Pension and Postretirement Adjustments:
Prior service cost amortization		(0.2	)		(0.1	)	Other non-operating (income), net
Amortization of net actuarial loss		10.7			14.4		Other non-operating (income), net
Total expense, before tax		10.5			14.3
Tax impact		(2.2	)		(3.0	)	Income tax expense
Total expense from continuing operations, net of tax		8.3			11.3
Total expense from discontinued operations, net of tax expense of $- and $-		-			0.5
Adjustments related to Sale to Knauf ⁽¹⁾		3.5			-
Total expense, net of tax		11.8			11.8

Foreign currency translation adjustments related to Sale to Knauf ⁽¹⁾		80.2			-
Total reclassifications for the period	$	93.1		$	12.9

(1)

Represents amounts reclassified out of Accumulated other comprehensive loss during 2019 related to the Sale and included as a component of (Loss) gain from disposal of discontinued operations on the Consolidated Statements of Earnings and Comprehensive Income. A portion of these amounts were included in our previously reported estimated loss on sale. See Note 6 for additional details.