Shareholders' Equity

9 Months Ended

Sep. 30, 2020

NOTE 20. 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. On July 28, 2020, we announced that our Board of Directors had approved an additional $500.0 million authorization to repurchase shares, increasing the total authorized amount under the Program to

$1,200.0 million, excluding commissions, and extending the Program through December 31, 2023. The Program was temporarily suspended in the first quarter of 2020 in response to uncertainties surrounding COVID-19. On October 21, 2020, we elected to restart the Program and currently have $603.8 million remaining under the Board’s repurchase authorization.

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.

During the nine months ended September 30, 2020, we repurchased 0.4 million shares under the Program for a total cost of $34.4 million, excluding commissions, or an average price of $89.99 per share. Since inception, through September 30, 2020, we have repurchased 9.6 million shares under the Program for a total cost of $596.2 million, excluding commissions, or an average price of $62.13 per share.

Dividends

In February, April and July 2020, our Board of Directors declared $0.20 per share quarterly dividends, which were paid to shareholders in March, May and August 2020, respectively. On October 21, 2020, our Board of Directors declared a $0.21 per share quarterly dividend to be paid in November 2020.

Accumulated Other Comprehensive (Loss)

	Foreign Currency Translation Adjustments			Derivative (Loss) ⁽¹⁾			Pension and Postretirement Adjustments⁽¹⁾			Total Accumulated Other Comprehensive (Loss)⁽¹⁾
Balance, June 30, 2020	$	7.4		$	(22.3	)	$	(89.4	)	$	(104.3	)
Other comprehensive (loss) income before reclassifications, net of tax (expense) of $ -, ($0.9), ($0.2) and ($1.1)		(6.2	)		3.0			(0.1	)		(3.3	)
Amounts reclassified from accumulated other comprehensive (loss)		-			(1.5	)		(0.7	)		(2.2	)
Net current period other comprehensive (loss) income		(6.2	)		1.5			(0.8	)		(5.5	)
Balance, September 30, 2020	$	1.2		$	(20.8	)	$	(90.2	)	$	(109.8	)

	Foreign Currency Translation Adjustments			Derivative (Loss) ⁽¹⁾			Pension and Postretirement Adjustments⁽¹⁾			Total Accumulated Other Comprehensive (Loss)⁽¹⁾
Balance, December 31, 2019	$	9.4		$	(8.5	)	$	(377.0	)	$	(376.1	)
Other comprehensive (loss) income before reclassifications, net of tax (expense) benefit of $ -, $3.5, ($3.1) and $0.4		(8.2	)		(9.4	)		8.5			(9.1	)
Amounts reclassified from accumulated other comprehensive (loss)		-			(2.9	)		278.3			275.4
Net current period other comprehensive (loss) income		(8.2	)		(12.3	)		286.8			266.3
Balance, September 30, 2020	$	1.2		$	(20.8	)	$	(90.2	)	$	(109.8	)

	Foreign Currency Translation Adjustments			Derivative Gain (Loss) ⁽¹⁾			Pension and Postretirement Adjustments⁽¹⁾			Total Accumulated Other Comprehensive (Loss) ⁽¹⁾
Balance, June 30, 2019	$	(68.7	)	$	(7.8	)	$	(384.5	)	$	(461.0	)
Other comprehensive (loss) income before reclassifications, net of tax benefit (expense) of $ -, $1.1, ($0.1) and $1.0		(2.6	)		(3.1	)		0.1			(5.6	)
Amounts reclassified from accumulated other comprehensive (loss)		81.2			0.4			5.4			87.0
Net current period other comprehensive income (loss)		78.6			(2.7	)		5.5			81.4
Balance, September 30, 2019	$	9.9		$	(10.5	)	$	(379.0	)	$	(379.6	)

	Foreign Currency Translation Adjustments			Derivative Gain (Loss) ⁽¹⁾			Pension and Postretirement Adjustments⁽¹⁾			Total Accumulated Other Comprehensive (Loss) ⁽¹⁾
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 $ -, $5.9, ($1.1) and $4.8		3.4			(17.1	)		1.5			(12.2	)
Amounts reclassified from accumulated other comprehensive (loss)		81.2			1.2			9.7			92.1
Net current period other comprehensive income (loss)		84.6			(15.9	)		11.2			79.9
Balance, September 30, 2019	$	9.9		$	(10.5	)	$	(379.0	)	$	(379.6	)

(1)

Amounts are net of tax.

	Amounts Reclassified from Accumulated Other Comprehensive (Loss)												Affected Line Item in the Condensed Consolidated Statements of Operations and Comprehensive Income
	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Derivative Adjustments:
Interest rate swap contracts, before tax	$	(1.9	)	$	0.5		$	(3.7	)	$	1.5		Interest expense
Tax impact		0.4			(0.1	)		0.8			(0.3	)	Income tax expense
Total (income) loss, net of tax		(1.5	)		0.4			(2.9	)		1.2

Pension and Postretirement Adjustments:
Prior service credit amortization		(0.1	)		(0.1	)		(0.2	)		(0.1	)	Other non-operating (income) expense, net
Amortization of net actuarial (gain) loss		(0.9	)		2.7			0.5			8.0		Other non-operating (income) expense, net
Settlement		-			-			374.4			-		Other non-operating (income) expense, net
Total (income) loss, before tax		(1.0	)		2.6			374.7			7.9
Tax impact		0.3			(0.7	)		(96.4	)		(1.7	)	Income tax expense
Total (income) loss from continuing operations, net of tax		(0.7	)		1.9			278.3			6.2
Adjustments related to Sale to Knauf ⁽¹⁾		-			3.5			-			3.5
Total (income) loss, net of tax		(0.7	)		5.4			278.3			9.7

Foreign currency translation adjustments related to Sale to Knauf ⁽¹⁾		-			81.2			-			81.2

Total reclassifications for the period	$	(2.2	)	$	87.0		$	275.4		$	92.1

(1)

Represents estimated amounts reclassified out of AOCI as of September 30, 2019 related to the Sale and included as a component of (Loss) gain from disposal of discontinued operations on the Condensed Consolidated Statements of Operations and Comprehensive Income.