Preferred Stock, Common Stock and Other Stockholders' Equity

12 Months Ended

Dec. 31, 2020

Preferred Stock, Common Stock and Other Stockholders' Equity

Preferred Stock, Common Stock and Other Stockholders' Equity

12. Preferred Stock, Common Stock and Other Stockholders’ Equity

Common Stock

As of December 31, 2020, the number of authorized shares of common stock was 280,000,000, of which 85,075,901 shares were outstanding, 4,375,000 shares were reserved for future issuance through our Long-Term Incentive Plan, and 1,579,000 shares were reserved for future issuance through the ESPP. Pursuant to the ESPP, Holdings’ common stock may be issued from authorized and unissued shares, treasury shares or shares purchased on the open market.

On March 30, 2017, Holdings announced that its Board of Directors approved a new stock repurchase plan that permits Holdings to repurchase an incremental $500 million in shares of Holdings’ common stock (the "March 2017 Stock Repurchase Plan"). As of February 19, 2021, Holdings had repurchased 4,607,000 shares at a cumulative cost of approximately $268.3 million and an average price per share of $58.25 under the March 2017 Stock Repurchase Plan, leaving approximately $231.7 million available for permitted repurchases.

During the years ended December 31, 2020, 2019 and 2018, Holdings’ Board of Directors declared and paid quarterly cash dividends per share of common stock as follows:

	Dividends
	Paid
	Per Share
2020:
First Quarter	$	0.25
2019:
Fourth Quarter	$	0.83
Third Quarter	$	0.82
Second Quarter	$	0.82
First Quarter	$	0.82
2018:
Fourth Quarter	$	0.82
Third Quarter	$	0.78
Second Quarter	$	0.78
First Quarter	$	0.78

Preferred Stock

As of December 31, 2020, the number of authorized shares of preferred stock was 5,000,000, none of which have been issued or reserved for future issuance. The authorization of preferred shares empowers Holdings’ Board of Directors, without further stockholder approval, to issue preferred shares with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of Holdings’ common stock. If issued, the preferred stock could also dilute the holders of Holdings’ common stock and could be used to discourage, delay or prevent a change of control.

Shareholder Rights Plan

On March 31, 2020, Holdings announced that its Board of Directors declared a dividend of one preferred share purchase right (a “Right”) payable on April 10, 2020, for each share of common stock to the shareholders of record on that date. In connection with the Rights, Holdings and Computershare Trust Company, N.A., as rights agent, entered into a Rights Agreement, dated as of March 31, 2020 (the “Rights Agreement”). Each Right entitles the registered holder to purchase from Holdings one one-thousandth of a Series B Junior Preferred Stock, par value $1.00 per share (the “Preferred Shares”), of Holdings at a price of $75.00 per one one-thousandth of a Preferred Share represented by a Right, subject to adjustment. Subject to certain exceptions, if a person or group acquires more than 10% of Holdings’ outstanding common stock, the Rights will become exercisable for common stock having a value equal to two times the exercise price of the Right. The Rights are in all respects subject to and governed by the provisions of the Rights

Agreement. The Rights Plan has a one-year term, expiring on March 30, 2021. The Rights Plan may also be terminated, or the rights may be redeemed, prior to the scheduled expiration of the Rights Plan under certain other circumstances.

Accumulated Other Comprehensive Loss

The balances for each component of accumulated other comprehensive loss are as follows:

									Accumulated
	Cumulative								Other
	Translation		Cash Flow		Defined Benefit		Income		Comprehensive
(Amounts in thousands)	Adjustment		Hedges		Plans		Taxes		Loss
Balance as of December 31, 2017	$	(28,822)	$	—	$	(41,959)	$	6,900	$	(63,881)
Net current period change		1,470		—		167		(351)		1,286
Amounts reclassified from AOCL		—		—		721		(185)		536
Effects of Adoption of ASU 2018-02		—		—		—		(9,439)		(9,439)
Balance as of December 31, 2018	$	(27,352)	$	—	$	(41,071)	$	(3,075)	$	(71,498)
Net current period change		5,168		(484)		(9,006)		1,283		(3,039)
Amounts reclassified from AOCL		—		(1,046)		795		78		(173)
Balances at December 31, 2019	$	(22,184)	$	(1,530)	$	(49,282)	$	(1,714)	$	(74,710)
Net current period change		(5,228)		(33,902)		(9,345)		11,968		(36,507)
Amounts reclassified from AOCL		—		3,685		985		(1,165)		3,505
Amounts reclassified due to de-designation		—		14,928		—		(3,720)		11,208
Balances at December 31, 2020	$	(27,412)	$	(16,819)	$	(57,642)	$	5,369	$	(96,504)

The Company had the following reclassifications out of accumulated other comprehensive loss during the years ended December 31, 2020, 2019 and 2018:

		Amount of Reclassification from AOCL
		Year Ended December 31,
Component of AOCL	Location of Reclassification into Income	2020		2019		2018
Amortization of loss on interest rate hedge	Interest expense	$	3,685	$	(1,046)	$	—
	Income tax benefit		(917)		276		—
	Net of tax	$	2,768	$	(770)	$	—
Amortization of deferred actuarial loss and prior service cost	Operating expenses	$	985	$	795	$	721
	Income tax expense		(248)		(198)		(185)
	Net of tax	$	737	$	597	$	536
Total reclassifications		$	3,505	$	(173)	$	536