Stockholders' Equity

9 Months Ended

Sep. 30, 2020

Stockholders' Equity Note [Abstract]

(a) Treasury Stock. As of September 30, 2020, the Company had approximately $131.3 million remaining under the existing share repurchase program initially authorized by the Board of Directors in 2016. The Company did not repurchase shares under the program during the three months ended September 30, 2020. The Company repurchased 0.7 million shares under the program for approximately $50.0 million during the three months ended September 30, 2019. The Company repurchased 2.6 million shares and 0.7 million shares for approximately $187.5 million and $52.3 million during the nine months ended September 30, 2020 and 2019, respectively. In October 2020, the Board of Directors authorized an increase, of $168.7 million, to the existing share repurchase authorization of Tempur Sealy International's common stock to $300.0 million.

In addition, the Company acquired shares upon the vesting of certain restricted stock units ("RSUs"), which were withheld to satisfy tax withholding obligations during each of the three and nine months ended September 30, 2020 and 2019. The shares withheld were valued at the closing price of the stock on the New York Stock Exchange on the vesting date or first business day prior to vesting, resulting in approximately $0.1 million and $0.0 million in treasury stock acquired during the three months ended September 30, 2020 and 2019, respectively. The Company acquired approximately $12.1 million and $3.2 million in treasury stock during the nine months ended September 30, 2020 and 2019, respectively.

(b) Shareholder Rights Agreement. On March 27, 2020, the Board of Directors authorized and declared a dividend distribution of one right (a "Right") for each outstanding share of common stock of the Company to stockholders of record at the close of business on April 7, 2020 (the “Record Date”). Each Right entitled the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, $0.01 par value per share (the “Preferred Shares”), of the Company at an exercise price of $273.00 per one one-thousandth of a Preferred Share, subject to adjustment (the “Exercise Price”). In accordance with their terms, the Rights were set to expire at the close of business on March 26, 2021 or such other date as may be established by the Board of Directors as permitted under the Rights Agreement. On September 11, 2020, the Board of Directors accelerated the expiration of the Rights to the close of business on September 14, 2020, at which time the Rights expired and the Rights Agreement was terminated.

(c) Common Stock Split. On October 28, 2020, the Board of Directors approved a four-for-one split of the Company's common stock. The stock split will be effected through a stock dividend entitling each shareholder of record on November 10, 2020 to receive an additional three shares of common stock for each share owned. The shares will be distributed after the close of trading on November 23, 2020, and trading of the Company’s common stock will begin on a split-adjusted basis on November 24, 2020. The Company’s consolidated financial statements as of and for the three and nine-month periods ended September 30, 2020 and 2019 do not reflect the four-for-one stock split, which will be effective on November 24, 2020.

(d) AOCL. AOCL consisted of the following:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in millions)	2020		2019		2020		2019
Foreign Currency Translation
Balance at beginning of period	$	(94.5)	$	(84.7)	$	(82.2)	$	(91.7)
Other comprehensive loss:
Foreign currency translation adjustments (1)	12.1		(6.7)		(0.2)		0.3

Balance at end of period	$	(82.4)	$	(91.4)	$	(82.4)	$	(91.4)













Pensions
Balance at beginning of period	$	(5.5)	$	(3.6)	$	(5.5)	$	(3.6)
Other comprehensive loss:
Net change from period revaluations	—		—		0.1		—
Tax expense (2)	—		—		(0.1)		—
Total other comprehensive income before reclassifications, net of tax	$	—	$	—	$	—	$	—
Net amount reclassified to earnings (1)	—		—		—		—
Tax benefit (2)	—		—		—		—
Total amount reclassified from accumulated other comprehensive loss, net of tax	$	—	$	—	$	—	$	—
Total other comprehensive loss	—		—		—		—
Balance at end of period	$	(5.5)	$	(3.6)	$	(5.5)	$	(3.6)


(1)			In 2020 and 2019, 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 Condensed Consolidated Statements of Income.