Equity

Authorized capitalization consists of 300 million shares of $0.01 par value common stock and 3.5 million shares of $0.01 par value preferred stock. None of the preferred shares have been issued.

On March 21, 2007, the Board of Directors of the company approved the Rights Agreement between the company and Computershare Trust Company, N.A., as Rights Agent and declared a dividend distribution of one right (a Right) for each outstanding share of Common Stock, par value $0.01 per share, of the company, to shareholders of record at the close of business on March 30, 2007. In addition to the Rights issued as a dividend on the record date, the Board of Directors has also determined that one Right will be issued together with each share of common stock issued by the company after March 30, 2007. Generally, each Right, when it becomes exercisable, entitles the registered holder to purchase from the company one share of Common Stock at a purchase price, in cash, of $110.00 per share, subject to adjustment as set forth in the Rights Agreement.

As explained in the Rights Agreement, the Rights become exercisable on the “Distribution Date”, which is that date that any of the following occurs: (1) 10 days following a public announcement that a person or group of affiliated persons has acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding shares of Common Stock of the company; or (2) 10 business days following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 20% or more of such outstanding shares of Common Stock. The Rights will expire at the close of business on March 29, 2017, unless earlier redeemed or exchanged by the company as described in the Rights Agreement.

The amount and timing of the annual dividend are determined by the Board of Directors at its regular meetings each year subject to limitations within the company’s Prior and New Senior Credit Facility. In each of the years ended December 31, 2014, December 31, 2013 and December 31, 2012, the company paid an annual dividend of $0.08 per share in the fourth quarter.

Currently, the company has authorization to purchase up to 10 million shares of common stock at management’s discretion. As of December 31, 2014, the company had purchased approximately 7.6 million shares at a cost of $49.8 million pursuant to this authorization. The company did not purchase any shares of its common stock during 2014, 2013, or 2012.

The components of accumulated other comprehensive income (loss) as of December 31, 2014 and 2013 are as follows:



(in millions)	2014			2013
Foreign currency translation	$	(29.2	)	$	54.8
Derivative instrument fair market value, net of income taxes of $(3.2) and $0.6	(6.3		)	1.0
Employee pension and postretirement benefit adjustments, net of income taxes of $(40.1) and $(26.8)	(95.0		)	(62.7		)
	$	(130.5	)	$	(6.9	)

A reconciliation for the changes in accumulated other comprehensive income (loss), net of tax, by component for the year ended December 31, 2013 and December 31, 2014 is as follows:



(in millions)	Gains and Losses on Cash Flow Hedges			Pension & Postretirement			Foreign Currency Translation			Total
Balance at December 31, 2012	$	0.6		$	(80.3	)	$	50.3		$	(29.4	)
Other comprehensive loss before reclassifications	$	1.3		$	13.5		$	4.5		$	19.3
Amounts reclassified from accumulated other comprehensive income	(0.9		)	4.1			—			3.2
Net current period other comprehensive income	0.4			17.6			4.5			22.5
Balance at December 31, 2013	$	1.0		$	(62.7	)	$	54.8		$	(6.9	)
Other comprehensive loss before reclassifications	(9.9		)	(35.4		)	(84.0		)	(129.3		)
Amounts reclassified from accumulated other comprehensive income	2.6			3.1			—			5.7
Net current period other comprehensive loss	(7.3		)	(32.3		)	(84.0		)	(123.6		)
Balance at December 31, 2014	$	(6.3	)	$	(95.0	)	$	(29.2	)	$	(130.5	)

A reconciliation for the reclassifications out of accumulated other comprehensive income, net of tax, for the year ended December 31, 2014 is as follows:



(in millions)	Amount Reclassified from Accumulated Other Comprehensive Income				Recognized Location
Gains and losses on cash flow hedges
Foreign exchange contracts	$	(2.2	)		Cost of sales
Commodity contracts	(0.1		)		Cost of sales
Interest rate swap contracts: Float-to-fixed	(1.8		)		Interest expense
	(4.1		)		Total before tax
	1.5				Tax expense
	$	(2.6	)		Net of tax
Amortization of pension and postretirement items
Amortization of prior service cost	0.2			(a)
Actuarial losses	(4.3		)	(a)
	(4.1		)		Total before tax
	1.0				Tax benefit
	$	(3.1	)		Net of Tax

Total reclassifications for the period	$	(5.7	)		Net of Tax

(a) These other comprehensive income components are included in the computation of net periodic pension cost (see Note 20, “Employee Benefit Plans,” for further details).

A reconciliation for the reclassifications out of accumulated other comprehensive income, net of tax, for the year ended December 31, 2013 is as follows:



(in millions)	Amount Reclassified from Accumulated Other Comprehensive Income				Recognized Location
Gains and losses on cash flow hedges
Foreign exchange contracts	$	3.0			Cost of sales
Commodity contracts	(1.6		)		Cost of sales
	1.4				Total before tax
	(0.5		)		Tax expense
	$	0.9			Net of tax
Amortization of pension and postretirement items
Actuarial losses	(5.5		)	(a)
	(5.5		)		Total before tax
	1.4				Tax benefit
	$	(4.1	)		Net of Tax

Total reclassifications for the period	$	(3.2	)		Net of Tax

(a) These other comprehensive income components are included in the computation of net periodic pension cost (see Note 20, “Employee Benefit Plans,” for further details).