Stockholders' Equity (Deficit)

(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 common stock are entitled to receive ratably such dividends as may be declared from time to time by the Board of Directors out of funds legally available for that purpose. In the event of liquidation, dissolution or winding up, the holders of 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 of Directors 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 of Directors, which may include, among others, dividend rights, voting rights, redemption and sinking fund provisions, liquidation preferences, conversion rights and preemptive rights.

(b) Shareholder Rights Agreement. On February 8, 2017, the Board of Directors of the Company 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. 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. 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 of Directors, and until such time are inseparable from and trade with the Company's Common Shares. The Rights have a de minimis fair value. The Rights are issued pursuant to the Amended and Restated Rights Agreement dated as of March 14, 2017 ("Amended Rights Agreement"), between the Company and American Stock Transfer & Trust Company, LLC, the Company's rights agent. Pursuant to the Amended Rights Agreement these Rights expired on February 7, 2018.



	Year Ended December 31,
(in millions)	2017			2016			2015
Foreign Currency Translation
Balance at beginning of period	$	(101.9	)	$	(101.6	)	$	(48.9	)
Other comprehensive income (loss):
Foreign currency translation adjustments ⁽¹⁾	29.1			(0.3		)	(52.7		)
Balance at end of period	$	(72.8	)	$	(101.9	)	$	(101.6	)

Interest Rate Swap Agreement
Balance at beginning of period	$	—		$	—		$	(0.7	)
Other comprehensive income:
Net change from period revaluation:	—			—			3.1
Tax expense ⁽²⁾	—			—			(1.2		)
Total other comprehensive income before reclassifications, net of tax	—			—			1.9
Net amount reclassified to earnings ⁽³⁾	—			—			(1.9		)
Tax benefit ⁽²⁾	—			—			0.7
Total amount reclassified from accumulated other comprehensive loss, net of tax	—			—			(1.2		)
Total other comprehensive income	—			—			0.7
Balance at end of period	$	—		$	—		$	—

Pension Benefits
Balance at beginning of period	$	(2.2	)	$	(1.4	)	$	(2.4	)
Other comprehensive (loss) income:
Net change from period revaluation:	(0.8		)	(1.5		)	0.2
Tax benefit ⁽²⁾	0.3			0.6			—
Total other comprehensive (loss) income before reclassifications, net of tax	(0.5		)	(0.9		)	0.2
Net amount reclassified to earnings	—			0.2			1.3
Tax expense ⁽²⁾	—			(0.1		)	(0.5		)
Total amount reclassified from accumulated other comprehensive loss, net of tax	—			0.1			0.8
Total other comprehensive (loss) income	(0.5		)	(0.8		)	1.0
Balance at end of period	$	(2.7	)	$	(2.2	)	$	(1.4	)

Foreign Exchange Forward Contracts
Balance at beginning of period	$	0.6		$	6.6		$	1.3
Other comprehensive (loss) income:
Net change from period revaluation:	(0.6		)	(3.6		)	14.6
Tax benefit (expense) ⁽²⁾	0.1			1.0			(3.8		)
Total other comprehensive (loss) income before reclassifications, net of tax	(0.5		)	(2.6		)	10.8
Net amount reclassified to earnings ⁽⁴⁾	(0.1		)	(4.6		)	(7.4		)
Tax benefit ⁽²⁾	—			1.2			1.9
Total amount reclassified from accumulated other comprehensive loss, net of tax	(0.1		)	(3.4		)	(5.5		)
Total other comprehensive (loss) income	(0.6		)	(6.0		)	5.3
Balance at end of period	$	—		$	0.6		$	6.6


(1)	In 2017, 2016 and 2015, 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 in the accompanying Consolidated Statements of Income.


(3)	This amount was included in interest expense, net in the accompanying Consolidated Statements of Income.


(4)	This amount was included in cost of sales, net in the accompanying Consolidated Statements of Income.