Stockholder's Equity

(a) Common Stock. Tempur Sealy International has 300.0 million authorized shares of common stock with $0.01 per share par value and 0.01 million authorized shares of preferred stock with $0.01 per share par value. The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Subject to preferences that may be applicable to any outstanding preferred stock, holders of the common stock are entitled to receive ratably such dividends as may be declared from time to time by the Board of Directors ("Board") out of funds legally available for that purpose. In the event of liquidation, dissolution or winding up, the holders of the common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.

The Board is authorized, subject to any limitations prescribed by law, without further vote or action by the stockholders, to issue from time to time shares of preferred stock in one or more series. Each such series of preferred stock will have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as determined by the Board, which may include, among others, dividend rights, voting rights, redemption and sinking fund provisions, liquidation preferences, conversion rights and preemptive rights.

(b) Treasury Stock. In February 2017, the Board authorized an increase of $200.0 million to its existing share repurchase authorization for repurchases of Tempur Sealy International's common stock. For the six months ended June 30, 2017, the Company repurchased 0.6 million shares for approximately $40.1 million. As of June 30, 2017, the Company had approximately $226.9 million remaining under the existing share repurchase authorization.

In addition, the Company acquired 0.1 million shares upon the vesting of certain performance restricted stock units ("PRSUs"), which were withheld to satisfy tax withholding obligations during each of the six months ended June 30, 2017 and 2016. The shares withheld were valued at the closing price of the common stock on the New York Stock Exchange on the vesting date or first business day thereafter, resulting in approximately $0.3 million and $2.0 million in treasury stock acquired during the three months ended June 30, 2017 and 2016, respectively.

(c) Shareholder Rights Agreement. On February 8, 2017, the Board authorized and declared a dividend distribution of one right (a “Right”) for each outstanding share of common stock, par value $0.01 per share (the “Common Shares”), of the Company to stockholders of record at the close of business on February 20, 2017 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Preferred Shares”), of the Company at an exercise price of $90 per one one-thousandth of a Preferred Share, subject to adjustment (the “Exercise Price”). Generally, the Rights become exercisable in the event any person or group (including a group of persons that are acting in concert with each other) acquires 20% or more of the Common Shares without the approval of the Board, and until such time are inseparable from and trade with the Company's common stock. The Rights have a de minimis fair value. The Rights were issued pursuant to the Rights Agreement dated as of February 8, 2017 (the "Original Rights Agreement"), between the Company and American Stock Transfer & Trust Company, LLC ("AST"), the Company's rights agent. These Rights expire February 7, 2018 or upon an earlier redemption or exchange as provided in the Rights Agreement.

On March 14, 2017, the Company entered into an Amended and Restated Rights Agreement (the "Amended Rights Agreement") with AST, as rights agent, to amend certain provisions of the Original Rights Agreement. The primary purpose of the amendment and restatement of the Original Rights Agreement is to provide the holders of the Common Shares and the attached Rights issued under the Original Rights Agreement with the ability to exempt an offer to acquire, or engage in another business combination transaction involving, the Company that is deemed a "Qualifying Offer" (as defined in the Amended and Restated Rights Agreement) from the terms of the Amended and Restated Rights Agreement. The Rights have a de minimis fair value as of June 30, 2017.

(d) AOCL. AOCL consisted of the following:



	Three Months Ended						Six Months Ended
	June 30,						June 30,
(in millions)	2017			2016			2017			2016
Foreign Currency Translation
Balance at beginning of period	$	(111.1	)	$	(96.3	)	$	(119.9	)	$	(115.4	)
Other comprehensive income (loss):
Foreign currency translation adjustments ⁽¹⁾	9.3			(2.3		)	18.1			16.8
Balance at end of period	$	(101.8	)	$	(98.6	)	$	(101.8	)	$	(98.6	)

Pensions
Balance at beginning of period	$	(2.2	)	$	(1.4	)	$	(2.2	)	$	(1.4	)
Other comprehensive income (loss):
Net change from period revaluations, net of tax	—			—			—			—
Balance at end of period	$	(2.2	)	$	(1.4	)	$	(2.2	)	$	(1.4	)

Foreign Exchange Forward Contracts
Balance at beginning of period	$	0.1		$	1.7		$	0.6		$	6.6
Other comprehensive loss:
Net change from period revaluations	(0.1		)	(0.3		)	(0.4		)	(5.3		)
Tax benefit ⁽²⁾	—			0.1			0.1			1.4
Total other comprehensive loss before reclassifications, net of tax	$	(0.1	)	$	(0.2	)	$	(0.3	)	$	(3.9	)
Net amount reclassified to earnings ⁽³⁾	—			(1.1		)	(0.4		)	(2.7		)
Tax benefit ⁽²⁾	—			0.3			0.1			0.7
Total amount reclassified from AOCL, net of tax	$	—		$	(0.8	)	$	(0.3	)	$	(2.0	)
Total other comprehensive loss	(0.1		)	(1.0		)	(0.6		)	(5.9		)
Balance at end of period	$	—		$	0.7		$	—		$	0.7



(1)	In 2017 and 2016, there were no tax impacts related to foreign currency translation adjustments and no amounts were reclassified to earnings.
(2)	These amounts were included in the income tax provision on the accompanying Condensed Consolidated Statements of Income.
(3)	This amount was included in cost of sales on the accompanying Condensed Consolidated Statements of Income.