Delaware
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33-1022198
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value
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New York Stock Exchange
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Page
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•
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increasing our vulnerability to adverse economic, industry or competitive developments;
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•
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requiring a substantial portion of our cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and other business opportunities;
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•
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making it more difficult for us to satisfy our obligations with respect to our indebtedness;
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•
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restricting us from making strategic acquisitions or investments or causing us to make non-strategic divestitures;
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•
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limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes;
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•
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limiting our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate, placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting; and
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•
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exposing us to variability in interest rates, as a substantial portion of our indebtedness is and will be at variable rates.
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•
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our ability to continuously improve our products to offer new and enhanced consumer benefits and better quality;
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•
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ability of our future product launches to increase net sales;
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•
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the effectiveness of our advertising campaigns and other marketing programs in building product and brand awareness, driving traffic to our distribution channels and increasing sales;
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•
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our ability to continue to successfully execute our strategic initiatives;
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•
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the level of consumer acceptance of our products; and
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•
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general economic factors that negatively impact consumer confidence, disposable income or the availability of consumer financing.
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•
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general economic conditions in the markets in which we sell our products and the impact on consumers and retailers;
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•
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the level of competition in the mattress and pillow industry;
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•
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our ability to successfully identify and respond to emerging trends in the mattress and pillow industry;
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•
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our ability to successfully launch new products;
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•
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our ability to effectively sell our products through our distribution channels in volumes sufficient to drive growth and leverage our cost structure and advertising spending;
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•
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our ability to reduce costs, including our ability to align our cost structure with sales in the existing economic environment;
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•
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our ability to absorb fluctuations in commodity costs;
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•
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our ability to maintain efficient, timely and cost-effective production and utilization of our manufacturing capacity;
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•
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our ability to maintain efficient, timely and cost-effective delivery of our products; and
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•
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our ability to maintain public association of our brands, including overcoming any impact on our brand caused by some of our customers seeking to sell our products at a discount to our recommended price.
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•
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senior management and functional area leaders have reviewed and continue to review functional areas across both our operations, on a standalone basis and on a combined basis;
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•
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senior management team members, together with outside consultants, conducted an analysis assessing areas of duplication and projected growth, determining projected synergy levels from the perspective of both senior management and functional area leaders; and
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•
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senior management teams conducted analyses to assess the cost savings opportunities related to distribution, supply chain, sourcing, manufacturing efficiencies and corporate expenses. For example, in the areas of distribution, each company assessed their respective costs to deliver mattresses and foundations on a per piece basis throughout their U.S. operations and the opportunity to leverage transportation capacity and improve service levels resulting in an anticipated substantial savings on a per piece delivery basis.
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•
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actual or anticipated variations in our quarterly operating results, including those resulting from seasonal variations in our business;
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•
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general economic conditions, such as unemployment, changes in short-term and long-term interest rates and fluctuations in both debt and equity capital markets;
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•
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introductions or announcements of technological innovations or new products by us or our competitors;
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•
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disputes or other developments relating to proprietary rights, including patents, litigation matters, and our ability to patent, or otherwise protect, our products and technologies;
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•
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changes in estimates by securities analysts of our financial performance or the financial performance of our competitors or statements by others in the investment community relating to such performance;
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•
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stock repurchase programs;
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•
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bankruptcies of any of our major customers;
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•
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conditions or trends in the mattress industry generally;
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•
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additions or departures of key personnel;
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•
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announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
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•
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announcements by our competitors or our major customers of their quarterly operating results or announcements by our competitors or our major customers of their views on trends in the bedding industry;
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•
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regulatory developments in the U.S. and abroad;
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•
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economic and political factors;
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•
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public announcements or filings with the SEC indicating that significant stockholders, directors or officers are buying or selling shares of our common stock; and
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•
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the declaration or suspension of a cash dividend.
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•
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our ability to issue preferred stock with rights senior to those of the common stock without any further vote or action by the holders of our common stock;
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•
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the requirements that our stockholders provide advance notice when nominating our directors; and
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•
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the inability of our stockholders to convene a stockholders’ meeting without the chairperson of the board, the president, or a majority of the board of directors first calling the meeting.
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Name
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Location
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Approximate
Square
Footage
|
|
Title
|
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Type of Facility
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Tempur North America
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Tempur Production USA, LLC
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Albuquerque, New Mexico
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800,000
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Leased
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Manufacturing
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Tempur Production USA, LLC
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Duffield, Virginia
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540,000
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Owned
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Manufacturing
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Tempur-Pedic Management, LLC
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Lexington, Kentucky
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128,000
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Owned
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Office
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Tempur International
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Dan-Foam ApS
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Aarup, Denmark
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517,000
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Owned
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Manufacturing
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Tempur Deutschland GmbH
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Steinhagen, German
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121,000
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Owned
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Warehouse
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Sealy
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Sealy Mattress Co. of Albany, Inc.
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Green Island, New York
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257,000
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Leased
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Manufacturing
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Ohio-Sealy Mattress Manufacturing Co.
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Conyers, Georgia
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278,000
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Owned
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Manufacturing
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Sealy Mattress Company of Illinois
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Batavia, Illinois
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210,000
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Leased
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Manufacturing
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Sealy Texas Management, Inc.
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Brenham, Texas
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220,000
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Owned
(a)
|
|
Manufacturing
|
Sealy Mattress Manufacturing Co. Inc.
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Denver, Colorado
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69,000
|
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Owned
(a)
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|
Manufacturing
|
Sealy Mattress Manufacturing Co. Inc.
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Trinity, North Carolina
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151,000
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Owned
|
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Manufacturing
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Sealy Mattress Co. of Kansas City, Inc.
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Kansas City, Kansas
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122,000
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Leased
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Manufacturing
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Sealy Mattress Company
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Medina, Ohio
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142,000
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Owned
(a)
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Manufacturing
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Sealy Mattress Manufacturing Co. Inc.
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Orlando, Florida
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225,000
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Owned
(a)
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Manufacturing
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Sealy Mattress Manufacturing Co. Inc.
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Phoenix, Arizona
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252,000
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Leased
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Manufacturing
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Sealy Mattress Manufacturing Co. Inc.
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Richmond, California
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240,000
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Owned
(a)
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Manufacturing
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Sealy Mattress Manufacturing Co. Inc.
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South Gate, California
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178,000
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Leased
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Manufacturing
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Sealy of Minnesota, Inc.
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St Paul, Minnesota
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89,000
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Owned
(a)
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Manufacturing
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Sealy of Maryland and Virginia, Inc.
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Williamsport, Maryland
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144,000
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Leased
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Manufacturing
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Sealy Mattress Manufacturing Co. Inc.
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Plainfield, Indiana
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614,000
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Leased
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Manufacturing
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Sealy Mattress Manufacturing Co. Inc.
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Lacey, Washington
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134,000
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Leased
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Manufacturing
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The Ohio Mattress Company Licensing & Components Group, Inc.
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Mountain Top, Pennsylvania
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210,000
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Leased
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Manufacturing
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Sealy Mattress Company
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Medina, Ohio
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15,000
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Leased
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Warehouse
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Sealy Canada, Ltd
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Alberta, Canada
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145,000
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Owned
(a)
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|
Manufacturing
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Sealy Canada, Ltd
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Ontario, Canada
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131,000
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|
Leased
|
|
Manufacturing
|
Sealy Canada, Ltd
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Quebec, Canada
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76,000
|
|
Owned
(a)
|
|
Manufacturing
|
Sealy Argentina SRL
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Buenos Aires, Argentina
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85,000
|
|
Owned
|
|
Manufacturing
|
Sealy Mattress Company Mexico, S. de R.L. de C.V.
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Toluca, Mexico
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|
157,000
|
|
Owned
|
|
Manufacturing
|
Sealy do Brasil, Limitada
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Sorocaba, Brazil
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|
92,000
|
|
Owned
(b)
|
|
Manufacturing
|
Sealy Mattress Company of Puerto Rico
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Carolina, Puerto Rico
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|
59,000
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|
Owned
(a)
|
|
Manufacturing
|
Sealy Uruguay SRL
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Montevidea, Uruguay
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|
40,000
|
|
Leased
|
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Manufacturing
|
(a)
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We have granted a mortgage or otherwise encumbered our interest in this facility as collateral for secured indebtedness.
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(b)
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This facility represents our former manufacturing facility in Brazil which is currently being leased to a third party over a period of twelve years.
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Price Range
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||||||
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High
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Low
|
||||
Fiscal 2013
|
|
|
|
||||
First Quarter
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$
|
51.02
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$
|
32.11
|
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Second Quarter
|
50.49
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|
|
39.44
|
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||
Third Quarter
|
47.80
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|
|
36.12
|
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Fourth Quarter
|
54.38
|
|
|
37.28
|
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||
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|
||||
Fiscal 2014
|
|
|
|
||||
First Quarter
|
$
|
54.39
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|
|
$
|
45.64
|
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Second Quarter
|
59.70
|
|
|
46.79
|
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||
Third Quarter
|
61.34
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54.28
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Fourth Quarter
|
58.71
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|
|
49.95
|
|
Brunswick Corp.
|
Harman International Industries, Inc.
|
Newell Rubbermaid Inc.
|
Carter's, Inc.
|
Hasbro, Inc.
|
Polaris Industries Inc.
|
Columbia Sportswear Co.
|
Jarden Corp.
|
Select Comfort Corp.
|
Deckers Outdoor Corp.
|
Leggett & Platt, Inc.
|
Steelcase Inc.
|
Dorel Industries Inc.
|
Lexmark International, Inc.
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Tupperware Brands Corp.
|
Fossil Group, Inc.
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Mattress Firm Holding Corp.
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Under Armour, Inc.
|
Gildan Activewear Inc.
|
Herman Miller, Inc.
|
Williams-Sonoma, Inc.
|
Hanesbrands Inc.
|
Mohawk Industries, Inc.
|
Wolverine World Wide, Inc.
|
|
|
12/31/2009
|
|
12/31/2010
|
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
||||||||||||
Tempur Sealy International, Inc.
|
|
$
|
100.00
|
|
|
$
|
169.53
|
|
|
$
|
222.30
|
|
|
$
|
133.26
|
|
|
$
|
228.35
|
|
|
$
|
232.37
|
|
S&P 500
|
|
100.00
|
|
|
115.06
|
|
|
117.49
|
|
|
136.30
|
|
|
180.44
|
|
|
205.14
|
|
||||||
Peer Group
|
|
100.00
|
|
|
137.92
|
|
|
135.91
|
|
|
176.47
|
|
|
273.91
|
|
|
319.38
|
|
(in millions, except per common share amounts)
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of Income Data:
|
2014
|
|
2013
(1)
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Net sales
|
$
|
2,989.8
|
|
|
$
|
2,464.3
|
|
|
$
|
1,402.9
|
|
|
$
|
1,417.9
|
|
|
$
|
1,105.4
|
|
Cost of sales
|
1,839.4
|
|
|
1,449.4
|
|
|
688.3
|
|
|
674.8
|
|
|
550.0
|
|
|||||
Gross profit
|
1,150.4
|
|
|
1,014.9
|
|
|
714.6
|
|
|
743.1
|
|
|
555.4
|
|
|||||
Operating expense
|
874.1
|
|
|
771.1
|
|
|
466.3
|
|
|
402.6
|
|
|
309.5
|
|
|||||
Operating income
|
276.3
|
|
|
243.8
|
|
|
248.3
|
|
|
340.5
|
|
|
245.9
|
|
|||||
Interest expense, net
|
91.9
|
|
|
110.8
|
|
|
18.8
|
|
|
11.9
|
|
|
14.5
|
|
|||||
Loss on disposal, net
|
23.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other (income) expense, net
|
(13.7
|
)
|
|
5.0
|
|
|
0.3
|
|
|
0.2
|
|
|
0.5
|
|
|||||
Income before income taxes
|
174.9
|
|
|
128.0
|
|
|
229.2
|
|
|
328.4
|
|
|
230.9
|
|
|||||
Income tax provision
|
(64.9
|
)
|
|
(49.1
|
)
|
|
(122.4
|
)
|
|
(108.8
|
)
|
|
(73.7
|
)
|
|||||
Net income before non-controlling interest
|
110.0
|
|
|
78.9
|
|
|
106.8
|
|
|
219.6
|
|
|
157.2
|
|
|||||
Less: income attributable to non-controlling interest
|
1.1
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to Tempur Sealy International, Inc.
|
$
|
108.9
|
|
|
$
|
78.6
|
|
|
$
|
106.8
|
|
|
$
|
219.6
|
|
|
$
|
157.2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data (at end of period):
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
62.5
|
|
|
$
|
81.0
|
|
|
$
|
179.3
|
|
|
$
|
111.4
|
|
|
$
|
53.6
|
|
Total assets
(2)
|
2,662.6
|
|
|
2,729.9
|
|
|
1,319.5
|
|
|
838.2
|
|
|
716.0
|
|
|||||
Total debt
(2)
|
1,574.6
|
|
|
1,808.9
|
|
|
1,025.0
|
|
|
585.0
|
|
|
407.0
|
|
|||||
Capital leases
|
27.7
|
|
|
27.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Redeemable non-controlling interest
|
12.6
|
|
|
11.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total stockholders' equity
|
202.7
|
|
|
118.6
|
|
|
22.3
|
|
|
30.8
|
|
|
126.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Financial and Operating Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per common share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Depreciation and amortization
(3)
|
89.7
|
|
|
91.5
|
|
|
42.0
|
|
|
51.0
|
|
|
44.0
|
|
|||||
Net cash provided by operating activities
|
225.2
|
|
|
98.5
|
|
|
189.9
|
|
|
248.7
|
|
|
184.1
|
|
|||||
Net cash used in investing activities
|
(10.4
|
)
|
|
(1,213.0
|
)
|
|
(55.0
|
)
|
|
(36.1
|
)
|
|
(37.5
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(238.1
|
)
|
|
1,013.4
|
|
|
(70.8
|
)
|
|
(148.9
|
)
|
|
(106.4
|
)
|
|||||
Basic earnings per common share
|
1.79
|
|
|
1.30
|
|
|
1.74
|
|
|
3.27
|
|
|
2.23
|
|
|||||
Diluted earnings per common share
|
1.75
|
|
|
1.28
|
|
|
1.70
|
|
|
3.18
|
|
|
2.16
|
|
|||||
Capital expenditures
|
47.5
|
|
|
40.0
|
|
|
50.5
|
|
|
29.5
|
|
|
18.1
|
|
(1)
|
Includes Sealy results of operations from March 18, 2013 through December 31, 2013. Information presented for periods prior to March 18, 2013 do not include Sealy and as a result, the information may not be comparable. Refer to Note
3
, “
Acquisitions and Divestitures
” in our Consolidated Financial Statements included in Part II, ITEM 8 of this Report for additional information regarding the Sealy Acquisition.
|
(2)
|
Includes issuance of $375.0 million of Senior Notes in December 2012, with cash proceeds held in escrow at December 31, 2012. The net proceeds from the Senior Notes were used as part of the financing for the Sealy Acquisition. Refer to Note
6
, “
Debt
” in our Consolidated Financial Statements included in Part II, ITEM 8 of this Report for additional information regarding the Senior Notes.
|
(3)
|
Includes
$13.4 million
,
$16.9 million
,
$5.7 million
,
$16.7 million
, and
$11.6 million
in non-cash stock-based compensation expense related to restricted stock units, performance restricted stock units, deferred stock units and stock options in
2014
,
2013
,
2012
,
2011
, and
2010
, respectively.
|
•
|
an overview of our business, including the acquisition of Sealy Corporation and its historical subsidiaries (“Sealy”) that closed on March 18, 2013 ("Sealy Acquisition");
|
•
|
the effect of the foregoing on our overall financial performance and condition;
|
•
|
our net sales and costs in the periods presented as well as changes between periods; and
|
•
|
expected sources of liquidity for future operations.
|
(in millions)
|
|
|
||
Cash consideration for stock
|
$
|
231.2
|
|
(1)
|
Cash consideration for share-based awards
|
14.2
|
|
(2)
|
|
Cash consideration for 8.0% Sealy Notes
|
442.1
|
|
(3)
|
|
Cash consideration for repayment of Sealy Senior Notes
|
260.7
|
|
(4)
|
|
Cash consideration for repayment of Sealy 2014 Notes
|
276.9
|
|
(5)
|
|
Total consideration
|
1,225.1
|
|
|
|
Cash acquired
|
(52.2
|
)
|
(6)
|
|
Net consideration transferred
|
$
|
1,172.9
|
|
|
(1)
|
The cash consideration for outstanding shares of Sealy common stock is the product of the agreed-upon cash per share price of $2.20 and total Sealy shares of 105.1 million.
|
(2)
|
The cash consideration for share-based awards is the product of the agreed-upon cash per share price of $2.20 and the total number of restricted stock units (“RSUs”) and deferred stock units (“DSUs”) outstanding and the “in the money” stock options net of the weighted average exercise price.
|
(3)
|
The cash consideration for 8.0% Sealy Notes is the result of applying the adjusted equity conversion rate to the 8.0% Sealy Notes tendered for conversion and multiplying the result by the agreed-upon cash per share price of $2.20. The 8.0% Sealy Notes that were converted represented the right to receive the same merger consideration that would have been payable to a holder of 201.0 million shares of Sealy common stock, subject to adjustment in accordance with the terms of the supplemental indenture governing the 8.0% Sealy Notes.
|
(4)
|
The cash consideration for Sealy’s 10.875% Senior Notes due 2016 (“Sealy Senior Notes”) reflects the repayment of the outstanding obligation.
|
(5)
|
The cash consideration for Sealy’s 8.25% Senior Subordinated Notes due 2014 (“Sealy 2014 Notes”) reflects the repayment of the outstanding obligation.
|
(6)
|
Represents the Sealy cash balance acquired at acquisition.
|
•
|
Earnings per diluted common share (“EPS”) for the full year
2014
were
$1.75
compared to EPS of
$1.28
per diluted share for the full year
2013
. The 2014 results reflect a loss on the disposal of the Sealy innerspring component facilities, integration costs associated with the continued alignment of the business, and certain non-recurring items, including financing costs and income from a partial settlement of a legal dispute. The 2013 results include results for Sealy from March 18, 2013, the acquisition date, and also reflect transaction and integration costs related to the acquisition of Sealy, financing costs related to the refinancing of our Term A and Term B loans under our 2012 Credit Agreement, as well as tax provision adjustments related to the repatriation of foreign earnings utilized in connection with the Sealy Acquisition.
|
•
|
Adjusted EPS were
$2.65
for the full year
2014
as compared to adjusted EPS
$2.38
for the full year
2013
. Unfavorable foreign exchange impacted adjusted EPS by $0.15 for the full year 2014 as compared to the full year 2013. In 2015, we expect foreign exchange will continue to negatively impact adjusted EPS, and the impact will be more significant in 2015 than it was in 2014. For a discussion and reconciliation of EPS to adjusted EPS, which is a non-GAAP measure, refer to the non-GAAP financial information set forth below under the heading “Non-GAAP Financial Information”.
|
•
|
Net income for the full year
2014
was
$108.9 million
as compared to net income of
$78.6 million
for the full year
2013
. Adjusted net income was
$164.6 million
for the full year
2014
as compared to adjusted net income of
$146.4 million
for the full year
2013
. For a discussion and reconciliation of net income to adjusted net income, which is a non-GAAP measure, refer to the non-GAAP financial information set forth below under the heading “Non-GAAP Financial Information”.
|
•
|
Net sales
increased
21.3%
to
$2,989.8 million
for the full year
2014
compared to
$2,464.3 million
for the full year
2013
. On a constant currency basis, net sales for the full year 2014 increased 23.0%. The net sales increase was driven by Sealy's results being reflected for the full year ended December 31, 2014 as compared to the post-acquisition period of March 18, 2013 through December 31, 2013, as well as growth in each of our three business segments. In 2015, we expect foreign exchange will continue to negatively impact net sales, and the impact will be more significant in 2015 than it was in 2014.
|
•
|
Gross margin for the full year
2014
was
38.5%
as compared to
41.2%
for the full year
2013
. The gross margin decreased primarily as a result of lower gross margins in each of our three business segments, and the inclusion of Sealy, which has lower margins than the Tempur North America and Tempur International segments, for the full year ended December 31, 2014 as compared to the post-acquisition period of March 18, 2013 through December 31, 2013.
|
•
|
Operating income for the full year
2014
was
$276.3 million
as compared to
$243.8 million
for the full year
2013
. Operating income for the full year
2014
and
2013
included $43.8 million integration and financing costs and $44.6 million of integration and transaction costs related to the Sealy Acquisition, respectively. In 2015, we expect foreign exchange will continue to negatively impact operating income, and the impact will be more significant in 2015 than it was in 2014.
|
|
Year Ended December 31,
|
|||||||||||||||||||
(in millions, except per common share amounts)
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
Net sales
|
$
|
2,989.8
|
|
|
100.0
|
%
|
|
$
|
2,464.3
|
|
|
100.0
|
%
|
|
$
|
1,402.9
|
|
|
100.0
|
%
|
Cost of sales
|
1,839.4
|
|
|
61.5
|
|
|
1,449.4
|
|
|
58.8
|
|
|
688.3
|
|
|
49.1
|
|
|||
Gross profit
|
1,150.4
|
|
|
38.5
|
|
|
1,014.9
|
|
|
41.2
|
|
|
714.6
|
|
|
50.9
|
|
|||
Selling and marketing expenses
|
619.9
|
|
|
20.7
|
|
|
522.9
|
|
|
21.2
|
|
|
319.1
|
|
|
22.7
|
|
|||
General, administrative and other
|
280.6
|
|
|
9.4
|
|
|
266.3
|
|
|
10.8
|
|
|
147.2
|
|
|
10.5
|
|
|||
Equity income in earnings of unconsolidated affiliates
|
(8.3
|
)
|
|
(0.3
|
)
|
|
(4.4
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|||
Royalty income, net of royalty expense
|
(18.1
|
)
|
|
(0.6
|
)
|
|
(13.7
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|||
Operating income
|
276.3
|
|
|
9.3
|
|
|
243.8
|
|
|
10.0
|
|
|
248.3
|
|
|
17.7
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Other expense, net:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense, net
|
91.9
|
|
|
3.1
|
|
|
110.8
|
|
|
4.5
|
|
|
18.8
|
|
|
1.3
|
|
|||
Loss on disposal, net
|
23.2
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other (income) expense, net
|
(13.7
|
)
|
|
(0.4
|
)
|
|
5.0
|
|
|
0.2
|
|
|
0.3
|
|
|
—
|
|
|||
Total other expense
|
101.4
|
|
|
3.5
|
|
|
115.8
|
|
|
4.7
|
|
|
19.1
|
|
|
1.3
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income before income taxes
|
174.9
|
|
|
5.8
|
|
|
128.0
|
|
|
5.3
|
|
|
229.2
|
|
|
16.4
|
|
|||
Income tax provision
|
(64.9
|
)
|
|
(2.2
|
)
|
|
(49.1
|
)
|
|
(2.0
|
)
|
|
(122.4
|
)
|
|
(8.7
|
)
|
|||
Net income before non-controlling interest
|
110.0
|
|
|
3.6
|
|
|
78.9
|
|
|
3.3
|
|
|
106.8
|
|
|
7.7
|
|
|||
Less: Net income attributable to non-controlling interest
|
1.1
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income attributable to Tempur Sealy International, Inc.
|
$
|
108.9
|
|
|
3.6
|
%
|
|
$
|
78.6
|
|
|
3.3
|
%
|
|
$
|
106.8
|
|
|
7.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Diluted
|
$
|
1.75
|
|
|
|
|
$
|
1.28
|
|
|
|
|
$
|
1.70
|
|
|
|
|||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Diluted
|
62.1
|
|
|
|
|
61.6
|
|
|
|
|
62.9
|
|
|
|
(in millions, except percentages)
|
2014
|
|
2013
|
|
2012
|
|
Percentage change 2014 vs. 2013
|
|
Percentage change 2013 vs. 2012
|
|||||||||
Net sales
|
|
$
|
2,989.8
|
|
|
$
|
2,464.3
|
|
|
$
|
1,402.9
|
|
|
21.3
|
%
|
|
75.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales by segment:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tempur North America
|
|
993.2
|
|
|
910.0
|
|
|
964.3
|
|
|
9.1
|
%
|
|
(5.6
|
)%
|
|||
Tempur International
|
|
472.0
|
|
|
439.6
|
|
|
438.6
|
|
|
7.4
|
%
|
|
0.2
|
%
|
|||
Sealy
|
|
1,524.6
|
|
|
1,114.7
|
|
|
—
|
|
|
36.8
|
%
|
|
—
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
|
1,150.4
|
|
|
1,014.9
|
|
|
714.6
|
|
|
13.4
|
%
|
|
42.0
|
%
|
|||
Gross margin
|
|
38.5
|
%
|
|
41.2
|
%
|
|
50.9
|
%
|
|
(2.7
|
)%
|
|
(9.7
|
)%
|
(in millions, except percentages)
|
|
2014
|
|
2013
|
|
2012
|
|
Percentage change 2014 vs. 2013
|
|
Percentage change 2013 vs. 2012
|
||||||||
Total selling and marketing
|
|
$
|
619.9
|
|
|
$
|
522.9
|
|
|
$
|
319.1
|
|
|
18.6
|
%
|
|
63.9
|
%
|
As a percent of net sales
|
|
20.7
|
%
|
|
21.2
|
%
|
|
22.7
|
%
|
|
(0.5
|
)%
|
|
(1.5
|
)%
|
|||
Advertising expenses
|
|
326.7
|
|
|
274.2
|
|
|
164.5
|
|
|
19.1
|
%
|
|
66.7
|
%
|
|||
As a percent of net sales
|
|
10.9
|
%
|
|
11.1
|
%
|
|
11.7
|
%
|
|
(0.2
|
)%
|
|
(0.6
|
)%
|
|||
Selling and marketing other
|
|
293.2
|
|
|
248.7
|
|
|
154.6
|
|
|
17.9
|
%
|
|
60.9
|
%
|
|||
As a percent of net sales
|
|
9.8
|
%
|
|
10.1
|
%
|
|
11.0
|
%
|
|
(0.3
|
)%
|
|
(0.9
|
)%
|
(in millions, except percentages)
|
|
2014
|
|
2013
|
|
2012
|
|
Percentage change 2014 vs. 2013
|
|
Percentage change 2013 vs. 2012
|
||||||||
General, administrative and other expenses
|
|
$
|
280.6
|
|
|
$
|
266.3
|
|
|
$
|
147.2
|
|
|
5.4
|
%
|
|
80.9
|
%
|
As a percent of net sales
|
|
9.4
|
%
|
|
10.8
|
%
|
|
10.5
|
%
|
|
(1.4
|
)%
|
|
0.3
|
%
|
(in millions, except percentages)
|
2014
|
|
2013
|
|
2012
|
|
Percentage change 2014 vs. 2013
|
|
Percentage change 2013 vs. 2012
|
|||||||||
Operating income
|
|
$
|
276.3
|
|
|
$
|
243.8
|
|
|
$
|
248.3
|
|
|
13.3
|
%
|
|
(1.8
|
)%
|
Operating margin
|
|
9.2
|
%
|
|
9.9
|
%
|
|
17.7
|
%
|
|
(0.7
|
)%
|
|
(7.8
|
)%
|
(in millions, except percentages)
|
|
2014
|
|
2013
|
|
2012
|
|
Percentage change 2014 vs. 2013
|
|
Percentage change 2013 vs. 2012
|
||||||||
Interest expense, net
|
|
$
|
91.9
|
|
|
$
|
110.8
|
|
|
$
|
18.8
|
|
|
(17.1
|
)%
|
|
489.4
|
%
|
(in millions, except percentages)
|
|
2014
|
|
2013
|
|
2012
|
|
Percentage change 2014 vs. 2013
|
|
Percentage change 2013 vs. 2012
|
||||||||
Income before income taxes
|
|
$
|
174.9
|
|
|
$
|
128.0
|
|
|
$
|
229.2
|
|
|
36.6
|
%
|
|
(44.2
|
)%
|
(in millions, except percentages)
|
|
2014
|
|
2013
|
|
2012
|
|
Percentage change 2014 vs. 2013
|
|
Percentage change 2013 vs. 2012
|
||||||||
Income tax
|
|
$
|
64.9
|
|
|
$
|
49.1
|
|
|
$
|
122.4
|
|
|
32.2
|
%
|
|
(59.9
|
)%
|
Effective tax rate
|
|
37.1
|
%
|
|
38.4
|
%
|
|
53.4
|
%
|
|
(1.3
|
)%
|
|
(15.0
|
)%
|
(in millions, except percentages)
|
|
2014
|
|
2013
|
|
2012
|
|
Percentage change 2014 vs. 2013
|
|
Percentage change 2013 vs. 2012
|
||||||||
Net sales
|
|
$
|
993.2
|
|
|
$
|
910.0
|
|
|
$
|
964.3
|
|
|
9.1
|
%
|
|
(5.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales by channel:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Retail
|
|
939.5
|
|
|
845.6
|
|
|
876.5
|
|
|
11.1
|
%
|
|
(3.5
|
)%
|
|||
Direct
|
|
41.0
|
|
|
49.2
|
|
|
76.2
|
|
|
(16.7
|
)%
|
|
(35.4
|
)%
|
|||
Other
|
|
12.7
|
|
|
15.2
|
|
|
11.6
|
|
|
(16.4
|
)%
|
|
31.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales by product:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Bedding
|
|
930.5
|
|
|
830.4
|
|
|
882.3
|
|
|
12.1
|
%
|
|
(5.9
|
)%
|
|||
Other products
|
|
62.7
|
|
|
79.6
|
|
|
82.0
|
|
|
(21.2
|
)%
|
|
(2.9
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
|
413.9
|
|
|
392.7
|
|
|
449.3
|
|
|
5.4
|
%
|
|
(12.6
|
)%
|
|||
Gross margin
|
|
41.7
|
%
|
|
43.2
|
%
|
|
46.6
|
%
|
|
(1.5
|
)%
|
|
(3.4
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
|
84.9
|
|
|
67.6
|
|
|
144.4
|
|
|
25.6
|
%
|
|
(53.2
|
)%
|
|||
Operating margin
|
|
8.5
|
%
|
|
7.4
|
%
|
|
15.0
|
%
|
|
1.1
|
%
|
|
(7.6
|
)%
|
•
|
Gross profit
increased
$21.2 million
, or
5.4%
. Gross margin
declined
150
basis points. The decline in gross margin was due to unfavorable product mix of 290 basis points, related to the increased sale of our adjustable base products and unfavorable channel mix of 150 basis points, which includes the impact of higher floor model discounts and rebates. These factors were partially offset by manufacturing and sourcing improvements of 320 basis points.
|
•
|
Operating expenses
increased
$3.9 million
to
$329.0 million
in
2014
, as compared to
$325.1 million
in the same period of
2013
. The increase is driven by a $13.5 million increase in salaries and benefits to support the expanded business and variable sales compensation, and a $3.4 million increase in advertising expenses to support our increased net sales. This increase was offset partially by decreased professional fees of $12.5 million, driven primarily by reduced transaction costs associated with the Sealy Acquisition.
|
•
|
We have historically included in our Tempur North America segment certain corporate operating expenses. Immediately following the Sealy Acquisition in March 2013, we began to transfer oversight of certain Sealy segment corporate functions to personnel within our Tempur North America segment. This transition has continued throughout 2014. As a result, the majority of corporate operating expenses are included in our Tempur North America segment, which increased operating expenses in our Tempur North America segment and decreased operating expenses in our Sealy segment.This transition increased operating expenses in our Tempur North America segment by approximately $15.0 million for the year ended December 31, 2014 as compared to the period March 18, 2013 through December 31, 2013. This transition unfavorably impacted our Tempur North America operating margin by 150 basis points.
|
•
|
Gross profit decreased $56.6 million, or 12.6%. Gross margin decreased 340 basis points. The decrease in gross margin was due to unfavorable product mix of 530 basis points, which includes the impact of initiatives implemented to drive net sales growth. Unfavorable product mix was partially offset by an increase of 220 basis points as a result of lower sourcing costs and improved supply chain and manufacturing efficiencies.
|
•
|
Operating expenses were $325.1 million for the full year 2013, as compared to $304.8 million for the full year 2012, and increased 4.2% as a percentage of net sales due to increased selling and marketing activities, as well as professional fees and stock-based compensation expense incurred following the Sealy Acquisition.
|
(in millions, except percentages)
|
|
2014
|
|
2013
|
|
2012
|
|
Percentage change 2014 vs. 2013
|
|
Percentage change 2013 vs. 2012
|
||||||||
Net sales
|
|
$
|
472.0
|
|
|
$
|
439.6
|
|
|
$
|
438.6
|
|
|
7.4
|
%
|
|
0.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales by channel:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Retail
|
|
360.5
|
|
|
344.3
|
|
|
351.5
|
|
|
4.7
|
%
|
|
(2.0
|
)%
|
|||
Direct
|
|
67.1
|
|
|
49.5
|
|
|
37.0
|
|
|
35.6
|
%
|
|
33.8
|
%
|
|||
Other
|
|
44.4
|
|
|
45.8
|
|
|
50.1
|
|
|
(3.1
|
)%
|
|
(8.6
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales by product:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Bedding
|
|
354.7
|
|
|
327.7
|
|
|
332.4
|
|
|
8.2
|
%
|
|
(1.4
|
)%
|
|||
Other products
|
|
117.3
|
|
|
111.9
|
|
|
106.2
|
|
|
4.8
|
%
|
|
5.4
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
|
274.9
|
|
|
269.8
|
|
|
265.3
|
|
|
1.9
|
%
|
|
1.7
|
%
|
|||
Gross margin
|
|
58.2
|
%
|
|
61.4
|
%
|
|
60.5
|
%
|
|
(3.2
|
)%
|
|
0.9
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
|
91.6
|
|
|
107.5
|
|
|
103.9
|
|
|
(14.8
|
)%
|
|
3.5
|
%
|
|||
Operating margin
|
|
19.4
|
%
|
|
24.5
|
%
|
|
23.7
|
%
|
|
(5.1
|
)%
|
|
0.8
|
%
|
•
|
Gross profit
increased
$5.1 million
and gross margin
declined
320
basis points. The decline in gross margin was due primarily to unfavorable product and geographic mix of 240 basis points, driven by the introduction of Sealy products, and unfavorable foreign exchange of 100 basis points.
|
•
|
Operating expenses
increased
$21.0 million
to
$183.3 million
as compared to
$162.3 million
for the same period in
2013
, and
increased
1.9%
as a percentage of net sales. This increase in operating expenses is driven primarily by an $8.8 million increase in salaries and benefits related to the expanding business, a $7.0 million increase in costs associated with expanding points of distribution through an increase in the number of company-owned stores and e-commerce, and marketing and distribution costs of $5.0 million associated with the introduction of Sealy products in certain international markets.
|
•
|
In 2014, we acquired the Sealy brand rights for continental Europe and Japan from Sealy licensees. Throughout 2014, we introduced a number of Sealy products to retailers in certain European markets. We also transitioned customer relationships and began integrating operations in Japan. Net sales from the Sealy products we have introduced to these markets are included in our Tempur International segment results. While the contribution from these brand rights acquisitions in 2014 was not significant, the growth opportunities and revenue synergies could be significant in future years.
|
•
|
Gross profit increased $4.6 million, or 1.7%. Gross margin increased 0.9%. The increase in gross margin was due to a 1.8% increase related to favorable product mix and a 0.9% decrease related to floor model discounts for new product introductions.
|
•
|
Operating expenses were $162.3 million for the full year 2013 and $161.3 million for the full year 2012, remaining flat as a percentage of net sales.
|
(in millions, except percentages)
|
|
2014
|
|
2013
|
|
2012
|
|
Percentage change 2014 vs. 2013
|
|
Percentage change 2013 vs. 2012
|
||||||||
Net sales
|
|
$
|
1,524.6
|
|
|
$
|
1,114.7
|
|
|
$
|
—
|
|
|
36.8
|
%
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales by channel:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Retail
|
|
1,462.1
|
|
|
1,041.4
|
|
|
—
|
|
|
40.4
|
%
|
|
—
|
%
|
|||
Direct
|
|
19.7
|
|
|
20.5
|
|
|
—
|
|
|
(3.9
|
)%
|
|
—
|
%
|
|||
Other
|
|
42.8
|
|
|
52.8
|
|
|
—
|
|
|
(18.9
|
)%
|
|
—
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales by product:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Bedding
|
|
1,441.3
|
|
|
1,040.3
|
|
|
—
|
|
|
38.5
|
%
|
|
—
|
%
|
|||
Other products
|
|
83.3
|
|
|
74.4
|
|
|
—
|
|
|
12.0
|
%
|
|
—
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
|
461.6
|
|
|
352.4
|
|
|
—
|
|
|
31.0
|
%
|
|
—
|
%
|
|||
Gross margin
|
|
30.3
|
%
|
|
31.6
|
%
|
|
—
|
%
|
|
(1.3
|
)%
|
|
—
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
|
99.8
|
|
|
68.7
|
|
|
—
|
|
|
45.3
|
%
|
|
—
|
%
|
|||
Operating margin
|
|
6.5
|
%
|
|
6.2
|
%
|
|
—
|
%
|
|
0.3
|
%
|
|
—
|
%
|
•
|
Gross profit
increased
$109.2 million
, and gross margin
declined
130
basis points. Gross margin was impacted by unfavorable manufacturing and sourcing costs of 90 basis points and unfavorable foreign exchange of 110 basis points. These factors were partially offset by favorable product mix of 50 basis points.
|
•
|
Operating expenses
increased
$86.4 million
to
$388.2 million
as compared to the same period in 2013. The increase is due primarily to the prior year results reflecting only the post acquisition period of March 18, 2013 through December 31, 2013. Sealy's operating expenses increased $76.9 million in the first quarter of 2014 as compared to the post-acquisition period in the first quarter of 2013.
|
•
|
Equity income in earnings of unconsolidated affiliates and royalty income, net of royalty expense,
increased
$3.9 million
and
$4.4 million
, respectively. The increase is due primarily to the prior year results reflecting only the post-acquisition period March 18, 2013 through December 31, 2013.
|
•
|
We have historically included in our Tempur North America segment certain corporate operating expenses. Immediately following the Sealy Acquisition in March 2013, we began to transfer oversight of certain Sealy segment corporate functions to personnel within our Tempur North America segment. This transition has continued throughout 2014. As a result, the majority of corporate operating expenses are included in our Tempur North America segment, which increased operating expenses in our Tempur North America segment and decreased operating expenses in our Sealy segment.This transition decreased operating expenses in our Sealy segment by approximately $15.0 million for the year ended December 31, 2014 as compared to the period March 18, 2013 through December 31, 2013. This transition favorably impacted our Sealy operating margin by 100 basis points.
|
(in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
225.2
|
|
|
$
|
98.5
|
|
|
$
|
189.9
|
|
Investing activities
|
|
(10.4
|
)
|
|
(1,213.0
|
)
|
|
(55.0
|
)
|
|||
Financing activities
|
|
(238.1
|
)
|
|
1,013.4
|
|
|
(70.8
|
)
|
(in millions, except per share amounts)
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
||||
Net income
|
$
|
108.9
|
|
|
$
|
78.6
|
|
Plus:
|
|
|
|
||||
Loss on disposal of business, net of tax
(1)
|
16.7
|
|
|
—
|
|
||
Transaction costs, net of tax
(2)
|
—
|
|
|
13.2
|
|
||
Integration costs, net of tax
(2)
|
30.6
|
|
|
37.2
|
|
||
Financing costs, net of tax
(3)
|
3.4
|
|
|
6.5
|
|
||
Other income, net of tax
(4)
|
(11.3
|
)
|
|
—
|
|
||
Adjustment of taxes to normalized rate
(5)
|
16.3
|
|
|
10.9
|
|
||
Adjusted net income
|
$
|
164.6
|
|
|
$
|
146.4
|
|
|
|
|
|
||||
Earnings per share, diluted
|
$
|
1.75
|
|
|
$
|
1.28
|
|
Loss on disposal of business, net of tax
(1)
|
0.27
|
|
|
—
|
|
||
Transaction costs, net of tax
(2)
|
—
|
|
|
0.21
|
|||
Integration costs, net of tax
(2)
|
0.49
|
|
|
0.60
|
|||
Financing costs, net of tax
(3)
|
0.05
|
|
|
0.11
|
|||
Other income, net of tax
(4)
|
(0.18
|
)
|
|
—
|
|
||
Adjustment of taxes to normalized rate
(5)
|
0.27
|
|
|
0.18
|
|||
Adjusted earnings per share, diluted
|
$
|
2.65
|
|
|
$
|
2.38
|
|
|
|
|
|
||||
Diluted shares outstanding
|
62.1
|
|
61.6
|
(1)
|
Loss on disposal of business represents costs associated with the disposition of the three U.S. innerspring component facilities and related equipment.
|
(2)
|
Transaction and integration represents costs, including legal fees, professional fees and other charges to align the businesses related to the Sealy Acquisition.
|
(3)
|
Financing costs represent costs incurred in connection with the amendment and refinancing of our 2012 Credit Agreement in 2014 and 2013, respectively.
|
(4)
|
Other income includes certain other non-recurring items, including partial settlement of a legal dispute.
|
(5)
|
Adjustment of taxes to normalized rate represents adjustments associated with the aforementioned items and other discrete income tax events.
|
|
Year Ended
|
||
|
December 31,
|
||
(in millions)
|
2014
|
||
Net income attributable to Tempur Sealy International, Inc.
|
$
|
108.9
|
|
Interest expense
|
91.9
|
|
|
Income taxes
|
64.9
|
|
|
Depreciation & amortization
|
89.7
|
|
|
EBITDA
|
$
|
355.4
|
|
|
|
||
Adjustments for financial covenant purposes:
|
|
||
Loss on disposal of business
(1)
|
23.2
|
|
|
Integration costs
(2)
|
40.3
|
|
|
Financing costs
(3)
|
1.3
|
|
|
Other income
(4)
|
(15.6
|
)
|
|
Adjusted EBITDA
|
$
|
404.6
|
|
(1)
|
Loss on disposal of business represents costs associated with the disposition of the three U.S. innerspring component production facilities and related equipment.
|
(2)
|
Integration costs represent costs, including legal fees, professional fees and other charges to align the business related to the Sealy Acquisition.
|
(3)
|
Financing costs represent costs incurred in connection with the amendment of our 2012 Credit Agreement.
|
(4)
|
Other income includes certain other non-recurring items, including partial settlement of a legal dispute.
|
(in millions, except ratio)
|
As of December 31, 2014
|
||
Total debt
|
$
|
1,602.3
|
|
Plus:
|
|
||
Letters of credit outstanding
|
18.2
|
|
|
Consolidated funded debt
|
1,620.5
|
|
|
Less:
|
|
||
Domestic qualified cash
(1)
|
25.9
|
|
|
Foreign qualified cash
(1)
|
21.9
|
|
|
Consolidated funded debt less qualified cash
|
$
|
1,572.7
|
|
(1)
|
Qualified cash as defined in our 2012 Credit Agreement equals 100.0% of unrestricted domestic cash plus 60.0% of unrestricted foreign cash. For purposes of calculating leverage ratios, qualified cash is capped at $150.0 million.
|
(in millions)
|
As of December 31, 2014
|
||
Consolidated funded debt less qualified cash
|
$
|
1,572.7
|
|
Adjusted EBITDA
|
404.6
|
|
|
|
3.89 times
|
|
(1)
|
The ratio of consolidated debt less qualified cash to adjusted EBITDA was
3.89 times
, within our covenant, which requires this ratio be less than 4.75 times at December 31, 2014.
|
(in millions)
|
|
Payment Due By Period
|
||||||||||||||||||||||||||
Contractual Obligations
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
After
2019
|
|
Total
Obligations
|
||||||||||||||
Long-term debt
(1)
|
|
$
|
59.8
|
|
|
$
|
164.5
|
|
|
$
|
59.8
|
|
|
$
|
345.1
|
|
|
$
|
6.0
|
|
|
$
|
939.4
|
|
|
$
|
1,574.6
|
|
Letters of credit
|
|
18.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.2
|
|
|||||||
Interest payments
(2)
|
|
68.9
|
|
|
67.3
|
|
|
65.8
|
|
|
58.7
|
|
|
56.7
|
|
|
40.4
|
|
|
357.8
|
|
|||||||
Operating leases
|
|
29.1
|
|
|
27.0
|
|
|
24.4
|
|
|
21.3
|
|
|
15.0
|
|
|
44.4
|
|
|
161.2
|
|
|||||||
Capital leases
|
|
6.6
|
|
|
2.1
|
|
|
2.4
|
|
|
2.6
|
|
|
2.9
|
|
|
11.1
|
|
|
27.7
|
|
|||||||
Pension obligations
|
|
0.9
|
|
|
1.0
|
|
|
1.0
|
|
|
1.1
|
|
|
1.2
|
|
|
41.9
|
|
|
47.1
|
|
|||||||
Total
|
|
$
|
183.5
|
|
|
$
|
261.9
|
|
|
$
|
153.4
|
|
|
$
|
428.8
|
|
|
$
|
81.8
|
|
|
$
|
1,077.2
|
|
|
$
|
2,186.6
|
|
(1)
|
Long-term debt excludes capital leases.
|
(2)
|
Interest payments represent obligations under our long-term debt outstanding as of
December 31, 2014
, applying
December 31, 2014
interest rates and assuming scheduled payments are paid as agreed upon through maturity.
|
(3)
|
Uncertain tax positions are excluded from this table given the timing of payments cannot be reasonably estimated.
|
INDEX TO HISTORICAL FINANCIAL STATEMENTS
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
$
|
2,989.8
|
|
|
$
|
2,464.3
|
|
|
$
|
1,402.9
|
|
Cost of sales
|
1,839.4
|
|
|
1,449.4
|
|
|
688.3
|
|
|||
Gross profit
|
1,150.4
|
|
|
1,014.9
|
|
|
714.6
|
|
|||
Selling and marketing expenses
|
619.9
|
|
|
522.9
|
|
|
319.1
|
|
|||
General, administrative and other expenses
|
280.6
|
|
|
266.3
|
|
|
147.2
|
|
|||
Equity income in earnings of unconsolidated affiliates
|
(8.3
|
)
|
|
(4.4
|
)
|
|
—
|
|
|||
Royalty income, net of royalty expense
|
(18.1
|
)
|
|
(13.7
|
)
|
|
—
|
|
|||
Operating income
|
276.3
|
|
|
243.8
|
|
|
248.3
|
|
|||
|
|
|
|
|
|
||||||
Other expense, net:
|
|
|
|
|
|
||||||
Interest expense, net
|
91.9
|
|
|
110.8
|
|
|
18.8
|
|
|||
Loss on disposal, net
|
23.2
|
|
|
—
|
|
|
—
|
|
|||
Other (income) expense, net
|
(13.7
|
)
|
|
5.0
|
|
|
0.3
|
|
|||
Total other expense
|
101.4
|
|
|
115.8
|
|
|
19.1
|
|
|||
|
|
|
|
|
|
||||||
Income before income taxes
|
174.9
|
|
|
128.0
|
|
|
229.2
|
|
|||
Income tax provision
|
(64.9
|
)
|
|
(49.1
|
)
|
|
(122.4
|
)
|
|||
Net income before non-controlling interest
|
110.0
|
|
|
78.9
|
|
|
106.8
|
|
|||
Less: net income attributable to non-controlling interest
|
1.1
|
|
|
0.3
|
|
|
—
|
|
|||
Net income attributable to Tempur Sealy International, Inc.
|
$
|
108.9
|
|
|
$
|
78.6
|
|
|
$
|
106.8
|
|
|
|
|
|
|
|
||||||
Earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.79
|
|
|
$
|
1.30
|
|
|
$
|
1.74
|
|
Diluted
|
$
|
1.75
|
|
|
$
|
1.28
|
|
|
$
|
1.70
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
60.8
|
|
|
60.3
|
|
|
61.5
|
|
|||
Diluted
|
62.1
|
|
|
61.6
|
|
|
62.9
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net income before non-controlling interest
|
$
|
110.0
|
|
|
$
|
78.9
|
|
|
$
|
106.8
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of tax
|
(38.4
|
)
|
|
(10.6
|
)
|
|
8.2
|
|
|||
Net change in unrecognized (loss) on interest rate swap, net of tax
|
0.7
|
|
|
1.3
|
|
|
(1.1
|
)
|
|||
Pension and other post retirement benefits, net of tax
|
(5.6
|
)
|
|
3.2
|
|
|
—
|
|
|||
Unrealized loss on cash flow hedging derivatives, net of tax
|
1.3
|
|
|
—
|
|
|
—
|
|
|||
Other comprehensive (loss) income, net of tax
|
(42.0
|
)
|
|
(6.1
|
)
|
|
7.1
|
|
|||
Comprehensive income
|
68.0
|
|
|
72.8
|
|
|
113.9
|
|
|||
Less: Comprehensive income attributable to non-controlling interest
|
1.1
|
|
|
0.3
|
|
|
—
|
|
|||
Comprehensive income attributable to Tempur Sealy International, Inc.
|
$
|
66.9
|
|
|
$
|
72.5
|
|
|
$
|
113.9
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
ASSETS
|
|
|
|
||||
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
62.5
|
|
|
$
|
81.0
|
|
Accounts receivable, net
|
385.8
|
|
|
349.2
|
|
||
Inventories
|
217.2
|
|
|
199.2
|
|
||
Prepaid expenses and other current assets
|
56.5
|
|
|
53.7
|
|
||
Deferred income taxes
|
44.4
|
|
|
44.4
|
|
||
Total Current Assets
|
766.4
|
|
|
727.5
|
|
||
Property, plant and equipment, net
|
355.6
|
|
|
411.6
|
|
||
Goodwill
|
736.5
|
|
|
759.6
|
|
||
Other intangible assets, net
|
727.1
|
|
|
750.1
|
|
||
Deferred income taxes
|
8.6
|
|
|
10.9
|
|
||
Other non-current assets
|
68.4
|
|
|
70.2
|
|
||
Total Assets
|
$
|
2,662.6
|
|
|
$
|
2,729.9
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
226.4
|
|
|
$
|
191.2
|
|
Accrued expenses and other current liabilities
|
233.3
|
|
|
208.4
|
|
||
Deferred income taxes
|
0.2
|
|
|
0.8
|
|
||
Income taxes payable
|
12.0
|
|
|
1.5
|
|
||
Current portion of long-term debt
|
66.4
|
|
|
39.6
|
|
||
Total Current Liabilities
|
538.3
|
|
|
441.5
|
|
||
Long-term debt
|
1,535.9
|
|
|
1,796.9
|
|
||
Deferred income taxes
|
258.8
|
|
|
286.1
|
|
||
Other non-current liabilities
|
114.3
|
|
|
75.3
|
|
||
Total Liabilities
|
2,447.3
|
|
|
2,599.8
|
|
||
|
|
|
|
||||
Redeemable non-controlling interest
|
12.6
|
|
|
11.5
|
|
||
|
|
|
|
||||
Stockholders' Equity
|
|
|
|
||||
Common stock, $0.01 par value, 300.0 shares authorized; 99.2 million shares issued as of December 31, 2014 and 2013
|
1.0
|
|
|
1.0
|
|
||
Additional paid in capital
|
411.9
|
|
|
396.5
|
|
||
Retained earnings
|
1,036.8
|
|
|
927.9
|
|
||
Accumulated other comprehensive loss
|
(55.7
|
)
|
|
(13.7
|
)
|
||
Treasury stock at cost; 38.3 and 38.6 shares as of December 31, 2014 and 2013, respectively
|
(1,191.3
|
)
|
|
(1,193.1
|
)
|
||
Total Stockholders’ Equity
|
202.7
|
|
|
118.6
|
|
||
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Equity
|
$
|
2,662.6
|
|
|
$
|
2,729.9
|
|
|
|
|
Tempur Sealy International, Inc. Stockholders' Equity
|
||||||||||||||||||||||||||||||
|
|
|
Common Shares
|
|
Treasury Shares
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
Redeemable non-controlling interest
|
|
Shares Issued
|
|
At Par
|
|
Shares Issued
|
|
At Cost
|
|
Additional Paid in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Total Stockholders' Equity
|
||||||||||||||||
Balance, December 31, 2011
|
$
|
—
|
|
|
99.2
|
|
|
$
|
1.0
|
|
|
35.4
|
|
|
$
|
(1,059.8
|
)
|
|
$
|
361.8
|
|
|
$
|
742.5
|
|
|
$
|
(14.7
|
)
|
|
$
|
30.8
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
106.8
|
|
|
|
|
106.8
|
|
||||||||||||||
Derivative instruments accounted for as hedges, net of tax of $(0.7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.1
|
)
|
|
(1.1
|
)
|
||||||||||||||
Foreign currency adjustments, net of tax of $(2.7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.2
|
|
|
8.2
|
|
||||||||||||||
Exercise of stock options
|
|
|
|
|
|
|
(0.9
|
)
|
|
10.4
|
|
|
1.0
|
|
|
|
|
|
|
11.4
|
|
||||||||||||
Tax adjustments related to stock compensation
|
|
|
|
|
|
|
|
|
|
|
10.5
|
|
|
|
|
|
|
10.5
|
|
||||||||||||||
Treasury stock repurchased
|
|
|
|
|
|
|
5.0
|
|
|
(150.0
|
)
|
|
|
|
|
|
|
|
(150.0
|
)
|
|||||||||||||
Amortization of unearned stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
5.7
|
|
|
|
|
|
|
5.7
|
|
||||||||||||||
Balance, December 31, 2012
|
$
|
—
|
|
|
99.2
|
|
|
$
|
1.0
|
|
|
39.5
|
|
|
$
|
(1,199.4
|
)
|
|
$
|
379.0
|
|
|
$
|
849.3
|
|
|
$
|
(7.6
|
)
|
|
$
|
22.3
|
|
Acquisition of redeemable non-controlling interest
|
11.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
78.6
|
|
|
|
|
78.6
|
|
||||||||||||||
Net income attributable to non-controlling interest
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Adjustment to pension liability, net of tax of ($2.0)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
3.2
|
|
||||||||||||||
Derivative instruments accounted for as hedges, net of tax of $(0.8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.3
|
|
|
1.3
|
|
||||||||||||||
Foreign currency adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10.6
|
)
|
|
(10.6
|
)
|
||||||||||||||
Exercise of stock options
|
|
|
|
|
|
|
(0.6
|
)
|
|
6.9
|
|
|
1.8
|
|
|
|
|
|
|
8.7
|
|
||||||||||||
Issuances of PRSUs, RSUs, and DSUs
|
|
|
|
|
|
|
(0.3
|
)
|
|
6.4
|
|
|
(6.4
|
)
|
|
|
|
|
|
—
|
|
||||||||||||
Tax adjustments related to stock compensation
|
|
|
|
|
|
|
|
|
|
|
5.2
|
|
|
|
|
|
|
5.2
|
|
||||||||||||||
Treasury stock repurchased
|
|
|
|
|
|
|
|
|
(7.0
|
)
|
|
|
|
|
|
|
|
(7.0
|
)
|
||||||||||||||
Amortization of unearned stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
16.9
|
|
|
|
|
|
|
16.9
|
|
||||||||||||||
Balance, December 31, 2013
|
$
|
11.5
|
|
|
99.2
|
|
|
$
|
1.0
|
|
|
38.6
|
|
|
$
|
(1,193.1
|
)
|
|
$
|
396.5
|
|
|
$
|
927.9
|
|
|
$
|
(13.7
|
)
|
|
$
|
118.6
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
108.9
|
|
|
|
|
108.9
|
|
||||||||||||||
Net income attributable to non-controlling interest
|
1.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Adjustment to pension liability, net of tax of ($3.4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5.6
|
)
|
|
(5.6
|
)
|
||||||||||||||
Derivative instruments accounted for as hedges, net of tax of $(0.9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.0
|
|
|
2.0
|
|
||||||||||||||
Foreign currency adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(38.4
|
)
|
|
(38.4
|
)
|
||||||||||||||
Exercise of stock options
|
|
|
|
|
|
|
(0.2
|
)
|
|
2.5
|
|
|
1.8
|
|
|
|
|
|
|
4.3
|
|
||||||||||||
Issuances of PRSUs, RSUs, and DSUs
|
|
|
|
|
|
|
(0.1
|
)
|
|
1.5
|
|
|
(1.5
|
)
|
|
|
|
|
|
—
|
|
||||||||||||
Tax adjustments related to stock compensation
|
|
|
|
|
|
|
|
|
|
|
1.7
|
|
|
|
|
|
|
1.7
|
|
||||||||||||||
Treasury stock repurchased
|
|
|
|
|
|
|
|
|
(2.2
|
)
|
|
|
|
|
|
|
|
(2.2
|
)
|
||||||||||||||
Amortization of unearned stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
13.4
|
|
|
|
|
|
|
13.4
|
|
||||||||||||||
Balance, December 31, 2014
|
$
|
12.6
|
|
|
99.2
|
|
|
$
|
1.0
|
|
|
38.3
|
|
|
$
|
(1,191.3
|
)
|
|
$
|
411.9
|
|
|
$
|
1,036.8
|
|
|
$
|
(55.7
|
)
|
|
$
|
202.7
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income before non-controlling interest
|
$
|
110.0
|
|
|
$
|
78.9
|
|
|
$
|
106.8
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
76.3
|
|
|
74.6
|
|
|
36.3
|
|
|||
Amortization of stock-based compensation
|
13.4
|
|
|
16.9
|
|
|
5.7
|
|
|||
Amortization of deferred financing costs
|
12.5
|
|
|
7.4
|
|
|
1.4
|
|
|||
Write-off of deferred financing costs
|
—
|
|
|
4.7
|
|
|
—
|
|
|||
Bad debt expense
|
4.9
|
|
|
1.3
|
|
|
2.5
|
|
|||
Deferred income taxes
|
(27.2
|
)
|
|
(49.1
|
)
|
|
38.4
|
|
|||
Dividends received from unconsolidated affiliates
|
2.0
|
|
|
2.5
|
|
|
—
|
|
|||
Equity income in earnings of unconsolidated affiliates
|
(8.3
|
)
|
|
(4.4
|
)
|
|
—
|
|
|||
Non-cash interest expense on 8.0% Sealy Notes
|
5.1
|
|
|
3.7
|
|
|
—
|
|
|||
Loss on sale of assets
|
3.9
|
|
|
0.8
|
|
|
0.3
|
|
|||
Loss on disposal of business
|
23.2
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency adjustments and other
|
1.8
|
|
|
0.1
|
|
|
1.8
|
|
|||
Changes in operating assets and liabilities, net of effect of business acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(58.8
|
)
|
|
(30.1
|
)
|
|
5.3
|
|
|||
Inventories
|
(34.0
|
)
|
|
(34.5
|
)
|
|
0.1
|
|
|||
Prepaid expenses and other current assets
|
(14.9
|
)
|
|
27.9
|
|
|
(29.4
|
)
|
|||
Accounts payable
|
47.8
|
|
|
28.1
|
|
|
14.3
|
|
|||
Accrued expenses and other
|
56.7
|
|
|
4.4
|
|
|
11.6
|
|
|||
Income taxes payable
|
10.8
|
|
|
(34.7
|
)
|
|
(5.2
|
)
|
|||
Net cash provided by operating activities
|
225.2
|
|
|
98.5
|
|
|
189.9
|
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Acquisition of businesses, net of cash acquired
|
(8.5
|
)
|
|
(1,172.9
|
)
|
|
(4.5
|
)
|
|||
Proceeds from disposition of business
|
43.5
|
|
|
—
|
|
|
—
|
|
|||
Purchases of property, plant and equipment
|
(47.5
|
)
|
|
(40.0
|
)
|
|
(50.5
|
)
|
|||
Other
|
2.1
|
|
|
(0.1
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(10.4
|
)
|
|
(1,213.0
|
)
|
|
(55.0
|
)
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from 2012 credit agreement
|
271.5
|
|
|
2,992.6
|
|
|
—
|
|
|||
Repayments of 2012 credit agreement
|
(510.9
|
)
|
|
(1,658.3
|
)
|
|
—
|
|
|||
Proceeds from issuance of senior notes
|
—
|
|
|
375.0
|
|
|
—
|
|
|||
Proceeds from 2011 credit facility
|
—
|
|
|
46.5
|
|
|
352.0
|
|
|||
Repayments of 2011 credit facility
|
—
|
|
|
(696.5
|
)
|
|
(287.0
|
)
|
|||
Proceeds from exercise of stock options
|
4.3
|
|
|
8.7
|
|
|
11.4
|
|
|||
Excess tax benefit from stock based compensation
|
1.7
|
|
|
5.4
|
|
|
10.5
|
|
|||
Treasury shares repurchased
|
(2.2
|
)
|
|
(7.0
|
)
|
|
(152.6
|
)
|
|||
Payments of deferred financing costs
|
(3.1
|
)
|
|
(52.0
|
)
|
|
(2.3
|
)
|
|||
Other
|
0.6
|
|
|
(1.0
|
)
|
|
(2.8
|
)
|
|||
Net cash (used in) provided by financing activities
|
(238.1
|
)
|
|
1,013.4
|
|
|
(70.8
|
)
|
|||
|
|
|
|
|
|
||||||
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
4.8
|
|
|
2.8
|
|
|
3.8
|
|
|||
(Decrease) increase in cash and cash equivalents
|
(18.5
|
)
|
|
(98.3
|
)
|
|
67.9
|
|
|||
CASH AND CASH EQUIVALENTS, beginning of period
|
81.0
|
|
|
179.3
|
|
|
111.4
|
|
|||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
62.5
|
|
|
$
|
81.0
|
|
|
$
|
179.3
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest
|
$
|
73.5
|
|
|
$
|
92.1
|
|
|
$
|
37.1
|
|
Income taxes, net of refunds
|
$
|
56.3
|
|
|
$
|
96.4
|
|
|
$
|
80.1
|
|
•
|
Level 1 – Valuation is based upon unadjusted quoted prices for identical assets or liabilities in active markets.
|
•
|
Level 2 – Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instruments.
|
•
|
Level 3 – Valuation is based upon other unobservable inputs that are significant to the fair value measurements.
|
|
December 31,
|
||||||
(in millions)
|
2014
|
|
2013
|
||||
Finished goods
|
$
|
134.0
|
|
|
$
|
126.7
|
|
Work-in-process
|
11.4
|
|
|
10.0
|
|
||
Raw materials and supplies
|
71.8
|
|
|
62.5
|
|
||
|
$
|
217.2
|
|
|
$
|
199.2
|
|
|
Estimated
Useful Lives
(in years)
|
Buildings
|
25-30
|
Computer equipment and software
|
3-5
|
Leasehold improvements
|
4-7
|
Machinery and equipment
|
3-7
|
Office furniture and fixtures
|
5-7
|
|
December 31,
|
||||||
(in millions)
|
2014
|
|
2013
|
||||
Machinery and equipment
|
$
|
243.5
|
|
|
$
|
270.8
|
|
Land and buildings
|
247.1
|
|
|
261.9
|
|
||
Computer equipment and software
|
69.2
|
|
|
72.3
|
|
||
Furniture and fixtures
|
54.9
|
|
|
56.7
|
|
||
Construction in progress
|
39.4
|
|
|
28.9
|
|
||
|
$
|
654.1
|
|
|
$
|
690.6
|
|
Accumulated depreciation
|
(298.5
|
)
|
|
(279.0
|
)
|
||
|
$
|
355.6
|
|
|
$
|
411.6
|
|
Segment
|
|
Product/Brand
|
|
Warranty Term (in years)
|
Tempur North America
|
|
Mattresses
|
|
10 - 25, prorated
(1)
|
Tempur North America
|
|
Pillows
|
|
3
|
Tempur International
|
|
Mattresses
|
|
5 - 15, prorated
(2)
|
Tempur International
|
|
Pillows
|
|
3
|
Sealy
|
|
Mattresses
|
|
10 - 25, prorated
(1)
|
(1)
|
Products have various warranty terms, generally non-prorated for the first
10
to
15
years and then prorated for the balance of the warranty term.
|
(2)
|
The last
10
years of warranty period are prorated on a straight-line basis
|
(in millions)
|
|
||
Balance as of December 31, 2012
|
$
|
4.8
|
|
Amounts accrued
|
22.7
|
|
|
Liabilities assumed as a result of Sealy Acquisition
|
21.4
|
|
|
Warranties charged to accrual
|
(22.8
|
)
|
|
Balance as of December 31, 2013
|
26.1
|
|
|
Amounts accrued
|
34.2
|
|
|
Warranties charged to accrual
|
(29.0
|
)
|
|
Balance as of December 31, 2014
|
$
|
31.3
|
|
(1)
|
The cash consideration for outstanding shares of Sealy common stock is the product of the agreed-upon cash per share price of
$2.20
and total Sealy shares of
105.1 million
.
|
(2)
|
The cash consideration for share-based awards is the product of the agreed-upon cash per share price of
$2.20
and the total number of RSUs and DSUs outstanding and the “in the money” stock options net of the weighted average exercise price.
|
(3)
|
The cash consideration for Sealy’s
8.0%
Senior Secured Third Lien Convertible Notes due 2016 (“
8.0%
Sealy Notes”) is the result of applying the adjusted equity conversion rate to the
8.0%
Sealy Notes tendered for conversion and multiplying the result by the agreed-upon cash per share price of
$2.20
. The
8.0%
Sealy Notes that were converted represented the right to receive the same merger consideration that would have been payable to a holder of
201.0 million
shares of Sealy common stock, subject to adjustment in accordance with the terms of the supplemental indenture governing the
8.0%
Sealy Notes.
|
(4)
|
The cash consideration for Sealy’s
10.875%
Senior Notes due 2016 (“Sealy Senior Notes”) reflects the repayment of the outstanding obligation.
|
(5)
|
The cash consideration for Sealy’s
8.25%
Senior Subordinated Notes due 2014 (“Sealy 2014 Notes”) reflects the repayment of the outstanding obligation.
|
(6)
|
Represents the Sealy cash balance acquired at acquisition.
|
|
|
Year Ended
|
||
|
|
December 31,
|
||
(in millions, except earnings per common share)
|
|
2013
|
||
Net sales
|
|
$
|
2,757.2
|
|
Net income
|
|
$
|
90.9
|
|
Earnings per common share – Diluted
|
|
$
|
1.49
|
|
(in millions)
|
Total
|
|
Tempur
North America |
|
Tempur
International |
|
Sealy
|
||||||||
Balance as of December 31, 2012
|
$
|
216.1
|
|
|
$
|
108.9
|
|
|
$
|
107.2
|
|
|
$
|
—
|
|
Goodwill resulting from Sealy Acquisition
|
541.8
|
|
|
—
|
|
|
—
|
|
|
541.8
|
|
||||
Foreign currency translation adjustments
|
1.7
|
|
|
(1.2
|
)
|
|
0.1
|
|
|
2.8
|
|
||||
Balance as of December 31, 2013
|
759.6
|
|
|
107.7
|
|
|
107.3
|
|
|
544.6
|
|
||||
Disposal of business
|
(21.4
|
)
|
|
—
|
|
|
—
|
|
|
(21.4
|
)
|
||||
Goodwill resulting from acquisitions
|
2.3
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
||||
Foreign currency translation adjustments
|
(4.0
|
)
|
|
(1.5
|
)
|
|
(1.2
|
)
|
|
(1.3
|
)
|
||||
Balance as of December 31, 2014
|
$
|
736.5
|
|
|
$
|
106.2
|
|
|
$
|
108.4
|
|
|
$
|
521.9
|
|
($ in millions)
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
Useful
Lives
(Years)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Unamortized indefinite life intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade names
|
|
|
$
|
569.0
|
|
|
$
|
—
|
|
|
$
|
569.0
|
|
|
$
|
575.3
|
|
|
$
|
—
|
|
|
$
|
575.3
|
|
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contractual distributor relationships
|
15
|
|
$
|
88.2
|
|
|
$
|
10.4
|
|
|
$
|
77.8
|
|
|
$
|
90.0
|
|
|
$
|
4.7
|
|
|
$
|
85.3
|
|
Technology and other
|
4-10
|
|
92.6
|
|
|
32.6
|
|
|
60.0
|
|
|
93.2
|
|
|
25.5
|
|
|
67.7
|
|
||||||
Patents, other trademarks, and other trade names
|
5-20
|
|
27.3
|
|
|
14.6
|
|
|
12.7
|
|
|
27.4
|
|
|
12.2
|
|
|
15.2
|
|
||||||
Customer databases, relationships and reacquired rights
|
2-5
|
|
24.1
|
|
|
16.5
|
|
|
7.6
|
|
|
21.0
|
|
|
14.4
|
|
|
6.6
|
|
||||||
Total
|
|
|
$
|
801.2
|
|
|
$
|
74.1
|
|
|
$
|
727.1
|
|
|
$
|
806.9
|
|
|
$
|
56.8
|
|
|
$
|
750.1
|
|
(in millions)
|
2014
|
|
2013
|
||||
Current assets
|
$
|
49.7
|
|
|
$
|
39.1
|
|
Non-current assets
|
5.1
|
|
|
5.7
|
|
||
Current liabilities
|
29.7
|
|
|
31.7
|
|
||
Equity
|
25.1
|
|
|
13.1
|
|
(in millions)
|
2014
|
|
2013
|
||||
Revenues
|
$
|
99.2
|
|
|
$
|
67.9
|
|
Gross profit
|
62.1
|
|
|
45.0
|
|
||
Income from operations
|
16.8
|
|
|
10.9
|
|
||
Net income
|
13.1
|
|
|
8.9
|
|
(in millions)
|
December 31, 2014
|
|
December 31, 2013
|
||||
$375.0 million Senior Notes, interest at 6.875%, due December 15, 2020
|
$
|
375.0
|
|
|
$
|
375.0
|
|
Revolving credit facility, interest at Base Rate plus applicable margin of 2.25% or LIBOR plus applicable margin of 3.00% as of December 31, 2014 and 3.25% as of December 31, 2013, commitment through and due March 18, 2018
|
16.0
|
|
|
74.5
|
|
||
Term A Facility, interest at LIBOR plus applicable margin of 2.25% as of December 31, 2014 and 2.50% as of December 31, 2013, commitment through and due March 18, 2018
|
484.5
|
|
|
522.5
|
|
||
Term B Facility, interest at LIBOR, subject to a 0.75% floor plus applicable margin of 2.75% as of December 31, 2014 and December 31, 2013, commitment through and due March 18, 2020
|
594.4
|
|
|
737.3
|
|
||
8.0% Sealy Notes, due July 15, 2016
|
104.7
|
|
|
99.6
|
|
||
Capital lease obligations and other
|
27.7
|
|
|
27.6
|
|
||
|
1,602.3
|
|
|
1,836.5
|
|
||
Less current portion
|
(66.4
|
)
|
|
(39.6
|
)
|
||
|
$
|
1,535.9
|
|
|
$
|
1,796.9
|
|
(in millions)
|
|
Amount
|
||
2015
|
|
$
|
66.4
|
|
2016
|
|
166.6
|
|
|
2017
|
|
62.2
|
|
|
2018
|
|
347.7
|
|
|
2019
|
|
8.9
|
|
|
Thereafter
|
|
950.5
|
|
|
Total
|
|
$
|
1,602.3
|
|
(in millions)
|
2014
|
|
2013
|
||||
Service cost
|
$
|
0.9
|
|
|
$
|
0.9
|
|
Interest cost
|
1.8
|
|
|
1.3
|
|
||
Expected return on assets
|
(2.1
|
)
|
|
(1.5
|
)
|
||
Curtailment loss
|
0.1
|
|
|
—
|
|
||
Amortization of net gain
|
(0.1
|
)
|
|
—
|
|
||
Net periodic pension cost
|
$
|
0.6
|
|
|
$
|
0.7
|
|
(in millions)
|
2014
|
|
2013
|
||||
Net loss (gain)
|
$
|
9.0
|
|
|
$
|
(6.2
|
)
|
Amortization of prior service cost
|
(0.2
|
)
|
|
1.0
|
|
||
Amortization of net gain
|
0.1
|
|
|
—
|
|
||
New prior service cost
|
0.1
|
|
|
—
|
|
||
Total recognized in other comprehensive income
|
$
|
9.0
|
|
|
$
|
(5.2
|
)
|
|
2014
|
|
2013
|
||
Discount rate
(a)
|
4.01
|
%
|
|
4.23
|
%
|
Expected long term return on plan assets
|
7.00
|
%
|
|
6.92
|
%
|
(a)
|
Due to current economic differences in the interest rates in the jurisdictions of the retirement plans, the discount rates used in 2014 to determine the expenses for the United States retirement plan and Canadian retirement plan were
3.94%
and
5.00%
, respectively. The discount rates used in 2013 to determine the expenses for the United States retirement plan and Canadian retirement plan were
4.25%
and
4.00%
, respectively.
|
(in millions)
|
2014
|
|
2013
|
||||
Change in Benefit Obligation:
|
|
|
|
||||
Projected benefit obligation at beginning of year
|
$
|
36.4
|
|
|
$
|
39.9
|
|
Service cost
|
0.9
|
|
|
0.9
|
|
||
Interest cost
|
1.8
|
|
|
1.3
|
|
||
Plan changes
|
0.2
|
|
|
0.5
|
|
||
Actuarial loss (gain)
|
9.2
|
|
|
(4.8
|
)
|
||
Curtailments
|
(0.1
|
)
|
|
—
|
|
||
Benefits paid
|
(0.7
|
)
|
|
(0.5
|
)
|
||
Expenses paid
|
(0.2
|
)
|
|
(0.3
|
)
|
||
Foreign currency exchange rate changes
|
(0.4
|
)
|
|
(0.6
|
)
|
||
Projected benefit obligation at end of year
|
$
|
47.1
|
|
|
$
|
36.4
|
|
Change in Plan Assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
30.5
|
|
|
$
|
26.2
|
|
Actual return on assets
|
2.2
|
|
|
2.9
|
|
||
Employer contribution
|
1.0
|
|
|
2.8
|
|
||
Plan settlements
|
—
|
|
|
(0.4
|
)
|
||
Benefits paid
|
(0.7
|
)
|
|
(0.5
|
)
|
||
Expenses paid
|
(0.2
|
)
|
|
(0.3
|
)
|
||
Foreign currency exchange rate changes
|
(0.3
|
)
|
|
(0.2
|
)
|
||
Fair value of plan assets at end of year
|
$
|
32.5
|
|
|
$
|
30.5
|
|
Funded status
|
$
|
(14.6
|
)
|
|
$
|
(5.9
|
)
|
|
December 31,
|
||||||
(in millions)
|
2014
|
|
2013
|
||||
Amounts recognized in the Consolidated Balance Sheets:
|
|
|
|
||||
Non-current portion of benefit liability
|
$
|
14.9
|
|
|
$
|
6.7
|
|
Non-current benefit asset
|
0.3
|
|
|
0.8
|
|
||
Accumulated other comprehensive income
|
9.0
|
|
|
(5.2
|
)
|
|
2014
|
|
2013
|
||
Discount rate
(a)
|
5.00
|
%
|
|
5.00
|
%
|
(a)
|
The discount rates used in 2014 and 2013 to determine the benefit obligations for the United States defined benefit pension plan and Canadian defined benefit pension plan were both
5.00%
.
|
(in millions)
|
|
||
Fiscal 2015
|
$
|
0.9
|
|
Fiscal 2016
|
1.0
|
|
|
Fiscal 2017
|
1.0
|
|
|
Fiscal 2018
|
1.1
|
|
|
Fiscal 2019
|
1.2
|
|
|
Fiscal 2020 ‑ Fiscal 2024
|
8.4
|
|
|
2014
Target |
|
2014
Actual |
||
Common/collective trust consisting primarily of:
|
|
|
|
||
Equity securities
|
60.00
|
%
|
|
76.86
|
%
|
Debt securities
|
40.00
|
%
|
|
21.77
|
%
|
Other
|
—
|
%
|
|
1.37
|
%
|
Total plan assets
|
100.00
|
%
|
|
100.00
|
%
|
(in millions)
|
2014
|
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Asset Category
|
|
|
|
|
|
|
|
||||||||
Common/collective trust
|
|
|
|
|
|
|
|
||||||||
U.S. equity
|
$
|
19.6
|
|
|
$
|
—
|
|
|
$
|
19.6
|
|
|
$
|
—
|
|
International equity
|
5.2
|
|
|
—
|
|
|
5.2
|
|
|
—
|
|
||||
Total equity based funds
|
24.8
|
|
|
—
|
|
|
24.8
|
|
|
—
|
|
||||
Common/collective trust - fixed income
|
7.0
|
|
|
—
|
|
|
7.0
|
|
|
—
|
|
||||
Money market funds
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
||||
Total
|
$
|
32.5
|
|
|
$
|
—
|
|
|
$
|
32.5
|
|
|
$
|
—
|
|
(in millions)
|
2013
|
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Asset Category
|
|
|
|
|
|
|
|
||||||||
Equity
|
|
|
|
|
|
|
|
||||||||
Mutual funds—U.S. companies
|
$
|
13.1
|
|
|
$
|
13.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds—International companies
|
5.9
|
|
|
5.9
|
|
|
—
|
|
|
—
|
|
||||
Total equity funds
|
19.0
|
|
|
19.0
|
|
|
—
|
|
|
—
|
|
||||
Mutual funds—fixed income
|
10.5
|
|
|
10.5
|
|
|
—
|
|
|
—
|
|
||||
Money market funds
|
1.0
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
30.5
|
|
|
$
|
30.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(in millions)
|
2014
|
|
2013
|
||||
Multi‑employer retirement plan expense
|
$
|
4.7
|
|
|
$
|
3.9
|
|
Multi‑employer health and welfare plan expense
|
2.2
|
|
|
2.2
|
|
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Pension Fund
|
|
EIN/Pension Plan Number
|
|
Pension Protection Act
Zone Status (1) 2014 |
|
FIP/RP Status
Pending/Implemented (2) |
|
Contributions of the Company 2014
|
|
Surcharge Imposed
(3)
|
|
Expiration Date
of Collective Bargaining Agreement |
|
Year Contributions to Plan Exceeded More than 5 Percent of Total Contributions
|
||||
|
||||||||||||||||||
United Furniture Workers Pension Fund A
(4)
|
|
13-5511877-001
|
|
Red
|
|
Implemented
|
|
$
|
0.9
|
|
|
Yes, 10.0%
|
|
2016 and 2017
|
|
2013, 2014
|
||
Pension Plan of the National Retirement Fund
|
|
13-6130178-001
|
|
Red
|
|
Implemented
|
|
$
|
1.1
|
|
|
Yes, 10.0%
|
|
2016
|
|
N/A
|
||
Central States, Southeast & Southwest Areas Pension Plan
|
|
36-6044243-001
|
|
Red
|
|
Implemented
|
|
$
|
0.4
|
|
|
Yes, 10.0%
|
|
2015
|
|
N/A
|
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Pension Fund
|
|
EIN/Pension Plan Number
|
|
Pension Protection Act
Zone Status (1) 2013 |
|
FIP/RP Status
Pending/Implemented (2) |
|
Contributions of the Company 2013
|
|
Surcharge Imposed
(3)
|
|
Expiration Date
of Collective Bargaining Agreement |
|
Year Contributions to Plan Exceeded More than 5 Percent of Total Contributions
|
||||
|
||||||||||||||||||
United Furniture Workers Pension Fund A
(4)
|
|
13-5511877-001
|
|
Red
|
|
Implemented
|
|
$
|
0.7
|
|
|
Yes, 10.0%
|
|
2014 and 2016
|
|
2013
|
||
Pension Plan of the National Retirement Fund
|
|
13-6130178-001
|
|
Red
|
|
Implemented
|
|
$
|
0.7
|
|
|
Yes, 10.0%
|
|
2014
|
|
N/A
|
(1)
|
The Pension Protection Act of 2006 ranks the funded status of multi-employer pension plans depending upon a plan’s current and projected funding. A plan is in the Red Zone (Critical) if it has a current funded percentage less than
65.0%
. A plan is in the Yellow Zone (Endangered) if it has a current funded percentage of less than
80.0%
, or projects a credit balance deficit within
seven
years. A plan is in the Green Zone (Healthy) if it has a current funded percentage greater than
80.0%
and does not have a projected credit balance deficit within
seven
years. The zone status is based on the plan’s year end rather than the Company’s. The zone status listed above is based on information that the Company received from the plan and is certified by the plan’s actuary for the most recent year available.
|
(2)
|
Funding Improvement Plan or Rehabilitation Plan as defined in the Employment Retirement Security Act of 1974 has been implemented or is pending.
|
(3)
|
Indicates whether the Company paid a surcharge to the plan in the most current year due to funding shortfalls and the amount of the surcharge.
|
(4)
|
The Company represented more than
5.0%
of the total contributions for the most recent plan year available.
|
|
December 31,
|
|
December 31,
|
||||
(in millions)
|
2014
|
|
2013
|
||||
Wages and benefits
|
$
|
60.0
|
|
|
$
|
59.3
|
|
Advertising
|
41.6
|
|
|
29.7
|
|
||
Sales returns
|
32.3
|
|
|
28.7
|
|
||
Rebates
|
22.8
|
|
|
23.0
|
|
||
Warranty
|
16.1
|
|
|
14.9
|
|
||
Other
|
60.5
|
|
|
52.8
|
|
||
|
$
|
233.3
|
|
|
$
|
208.4
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Foreign Currency Translation
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
(15.6
|
)
|
|
$
|
(5.0
|
)
|
|
$
|
(13.2
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
(1)
|
(38.4
|
)
|
|
(13.3
|
)
|
|
10.9
|
|
|||
Tax benefit (expense)
(1)
|
—
|
|
|
2.7
|
|
|
(2.7
|
)
|
|||
Balance at end of period
|
$
|
(54.0
|
)
|
|
$
|
(15.6
|
)
|
|
$
|
(5.0
|
)
|
|
|
|
|
|
|
||||||
Interest Rate Swap Agreement
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
(1.4
|
)
|
|
$
|
(2.7
|
)
|
|
$
|
(1.6
|
)
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Net change from period revaluations:
|
3.0
|
|
|
5.2
|
|
|
2.7
|
|
|||
Tax expense
|
(1.2
|
)
|
|
(1.5
|
)
|
|
(0.5
|
)
|
|||
Total other comprehensive income before reclassifications, net of tax
|
1.8
|
|
|
3.7
|
|
|
2.2
|
|
|||
Net amount reclassified to earnings
(3)
|
(1.9
|
)
|
|
(3.2
|
)
|
|
(4.0
|
)
|
|||
Tax benefit
(2)
|
0.8
|
|
|
0.8
|
|
|
0.7
|
|
|||
Total amount reclassified from accumulated other comprehensive loss, net of tax
|
(1.1
|
)
|
|
(2.4
|
)
|
|
(3.3
|
)
|
|||
Total other comprehensive income (loss)
|
0.7
|
|
|
1.3
|
|
|
(1.1
|
)
|
|||
Balance at end of period
|
$
|
(0.7
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
(2.7
|
)
|
|
|
|
|
|
|
||||||
Pension Benefits
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
3.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Net change from period revaluations:
|
(9.0
|
)
|
|
5.2
|
|
|
—
|
|
|||
Tax benefit (expense)
|
3.4
|
|
|
(2.0
|
)
|
|
—
|
|
|||
Total other comprehensive income before reclassifications, net of tax
|
$
|
(5.6
|
)
|
|
$
|
3.2
|
|
|
$
|
—
|
|
Net amount reclassified to earnings
|
—
|
|
|
—
|
|
|
—
|
|
|||
Tax benefit
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total amount reclassified from accumulated other comprehensive income, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total other comprehensive income
|
(5.6
|
)
|
|
(3.2
|
)
|
|
—
|
|
|||
Balance at end of period
|
$
|
(2.4
|
)
|
|
$
|
3.2
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Foreign Exchange Forward Contracts
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Net change from period revaluations:
|
3.4
|
|
|
—
|
|
|
—
|
|
|||
Tax expense
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|||
Total other comprehensive income before reclassifications, net of tax
|
$
|
2.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net amount reclassified to earnings
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|||
Tax benefit
(2)
|
0.4
|
|
|
—
|
|
|
—
|
|
|||
Total amount reclassified from accumulated other comprehensive income, net of tax
|
$
|
(1.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Total other comprehensive income
|
1.3
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of period
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
In 2014 and 2013, there were
no
tax impacts related to foreign currency translation adjustments and
no
amounts were reclassified to earnings. In 2012, a
$2.7 million
tax impact was recorded which reversed in 2013.
|
(2)
|
These amounts were included in the income tax provision on the accompanying Consolidated Statements of Income.
|
(3)
|
This amount was included in interest expense, net on the accompanying Consolidated Statements of Income.
|
|
December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
PRSU expense (benefit)
|
$
|
3.5
|
|
|
$
|
3.0
|
|
|
$
|
(0.9
|
)
|
Stock option expense
|
7.0
|
|
|
8.3
|
|
|
4.4
|
|
|||
RSU/DSU expense
|
2.9
|
|
|
5.6
|
|
|
2.2
|
|
|||
Total stock-based compensation expense
|
$
|
13.4
|
|
|
$
|
16.9
|
|
|
$
|
5.7
|
|
(shares in millions)
|
Performance period
|
|
Target shares granted
|
|
Weighted-average fair value per share
|
||
Year ended 2015
(1)
|
January 1, 2014 – December 31, 2015
|
|
0.15
|
|
$
|
51.87
|
|
Year ended 2016
(2)
|
January 1, 2014 - December 31, 2016
|
|
0.15
|
|
$
|
51.87
|
|
(1)
|
At the end of the performance period, the actual number of shares issuable can range from
zero
to
200.0%
of the target shares granted, which is assumed to be
100.0%
.
|
(2)
|
At the end of the performance period, the actual number of shares issuable can range from
zero
to
300.0%
of the target shares granted, which is assumed to be
100.0%
.
|
(shares in millions)
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Awards unvested at December 31, 2012
|
0.3
|
|
|
$
|
58.52
|
|
Granted
|
0.3
|
|
|
39.34
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
(0.3
|
)
|
|
56.92
|
|
|
Awards unvested at December 31, 2013
|
0.3
|
|
|
$
|
39.04
|
|
Granted
|
0.3
|
|
|
51.87
|
|
|
Vested
|
0.0
|
|
|
37.05
|
|
|
Forfeited
|
(0.3
|
)
|
|
39.38
|
|
|
Awards unvested at December 31, 2014
|
0.3
|
|
|
$
|
53.45
|
|
|
Year Ended
|
||||
|
December 31,
|
||||
|
2014
|
|
2013
|
|
2012
|
Expected volatility range of stock
|
56.7% - 66.5%
|
|
63.0% - 72.8%
|
|
49.0% - 73.0%
|
Expected life of option, range in years
|
2 - 4
|
|
2 - 3
|
|
2 - 4
|
Risk-free interest range rate
|
0.4% - 1.4%
|
|
0.3% - 0.6%
|
|
0.3% - 0.7%
|
Expected dividend yield on stock
|
0.6% - 0.7%
|
|
0.6% - 0.9%
|
|
0.0% - 1.3%
|
(shares in millions)
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Options unvested at December 31, 2012
|
0.9
|
|
|
$
|
23.49
|
|
Granted
|
0.6
|
|
|
39.77
|
|
|
Vested
|
(0.8
|
)
|
|
19.71
|
|
|
Forfeited
|
(0.1
|
)
|
|
39.62
|
|
|
Options unvested at December 31, 2013
|
0.6
|
|
|
$
|
42.16
|
|
Granted
|
0.2
|
|
|
52.08
|
|
|
Vested
|
(0.3
|
)
|
|
42.46
|
|
|
Forfeited
|
0.0
|
|
|
50.53
|
|
|
Options unvested at December 31, 2014
|
0.5
|
|
|
$
|
46.23
|
|
(shares in millions)
|
Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (Years)
|
|
Aggregate Intrinsic Value
|
|||||
Options outstanding at December 31, 2012
|
2.9
|
|
|
$
|
17.00
|
|
|
|
|
|
||
Granted
|
0.6
|
|
|
39.77
|
|
|
|
|
|
|||
Exercised
|
(0.6
|
)
|
|
14.54
|
|
|
|
|
|
|||
Terminated
|
(0.1
|
)
|
|
39.62
|
|
|
|
|
|
|||
Options outstanding at December 31, 2013
|
2.8
|
|
|
$
|
21.73
|
|
|
|
|
|
||
Granted
|
0.2
|
|
|
52.08
|
|
|
|
|
|
|||
Exercised
|
(0.2
|
)
|
|
20.82
|
|
|
|
|
|
|||
Terminated
|
0.0
|
|
|
50.53
|
|
|
|
|
|
|||
Options outstanding at December 31, 2014
|
2.8
|
|
|
$
|
24.18
|
|
|
5.13
|
|
$
|
84.3
|
|
|
|
|
|
|
|
|
|
|||||
Options exercisable at December 31, 2014
|
2.3
|
|
|
$
|
19.20
|
|
|
4.35
|
|
$
|
82.9
|
|
(in millions, except release price and years)
|
Shares
|
|
Weighted Average Release Price
|
|
Aggregate Intrinsic Value
|
|||||
Awards outstanding at December 31, 2012
|
0.2
|
|
|
$
|
32.03
|
|
|
|
||
Granted
|
0.2
|
|
|
45.56
|
|
|
|
|||
Vested
|
(0.2
|
)
|
|
30.49
|
|
|
|
|||
Terminated
|
—
|
|
|
—
|
|
|
|
|||
Awards outstanding at December 31, 2013
|
0.2
|
|
|
$
|
47.00
|
|
|
|
||
Granted
|
0.0
|
|
|
54.56
|
|
|
|
|||
Vested
|
(0.1
|
)
|
|
44.47
|
|
|
|
|||
Terminated
|
0.0
|
|
|
46.77
|
|
|
|
|||
Awards outstanding at December 31, 2014
|
0.1
|
|
|
$
|
50.41
|
|
|
$
|
5.8
|
|
(in millions, except years)
|
December 31, 2014
|
|
Weighted Average Remaining Vesting Period (Years)
|
||
Unrecognized stock option expense
|
$
|
3.5
|
|
|
2.17
|
Unrecognized DSU/RSU expense
|
0.8
|
|
|
2.11
|
|
Unrecognized PRSU expense
|
9.2
|
|
|
1.56
|
|
Total unrecognized stock-based compensation expense
|
$
|
13.5
|
|
|
1.76
|
(in millions)
|
|
||
Year Ended December 31,
|
|
||
2015
|
$
|
29.1
|
|
2016
|
27.0
|
|
|
2017
|
24.4
|
|
|
2018
|
21.3
|
|
|
2019
|
15.0
|
|
|
Thereafter
|
44.4
|
|
|
|
$
|
161.2
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
(dollars in millions)
|
Amount
|
|
Percentage of Income
Before Income Taxes
|
|
Amount
|
|
Percentage of Income
Before Income Taxes |
|
Amount
|
|
Percentage of Income
Before Income Taxes |
|||||||||
Statutory U.S. federal income tax
|
$
|
61.2
|
|
|
35.0
|
%
|
|
$
|
44.8
|
|
|
35.0
|
%
|
|
$
|
80.2
|
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
1.1
|
|
|
0.6
|
%
|
|
1.7
|
|
|
1.3
|
%
|
|
4.5
|
|
|
2.0
|
%
|
|||
Foreign repatriation, net of foreign tax credits
|
13.5
|
|
|
7.7
|
%
|
|
(16.0
|
)
|
|
(12.6
|
)%
|
|
48.1
|
|
|
21.0
|
%
|
|||
Foreign tax differential
|
(12.6
|
)
|
|
(7.2
|
)%
|
|
(12.3
|
)
|
|
(9.6
|
)%
|
|
(9.7
|
)
|
|
(4.2
|
)%
|
|||
Change in valuation allowances
|
(17.7
|
)
|
|
(10.0
|
)%
|
|
20.4
|
|
|
15.9
|
%
|
|
(2.8
|
)
|
|
(1.2
|
)%
|
|||
Uncertain tax positions
|
10.9
|
|
|
6.1
|
%
|
|
4.7
|
|
|
3.7
|
%
|
|
2.6
|
|
|
1.1
|
%
|
|||
Subpart F income
|
1.9
|
|
|
1.1
|
%
|
|
1.5
|
|
|
1.2
|
%
|
|
4.1
|
|
|
1.8
|
%
|
|||
Manufacturing deduction
|
(3.7
|
)
|
|
(2.1
|
)%
|
|
0.1
|
|
|
—
|
%
|
|
(3.8
|
)
|
|
(1.7
|
)%
|
|||
Goodwill on disposal of business
|
7.5
|
|
|
4.2
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Permanent and other
|
2.8
|
|
|
1.7
|
%
|
|
4.2
|
|
|
3.5
|
%
|
|
(0.8
|
)
|
|
(0.4
|
)%
|
|||
Effective income tax provision
|
$
|
64.9
|
|
|
37.1
|
%
|
|
$
|
49.1
|
|
|
38.4
|
%
|
|
$
|
122.4
|
|
|
53.4
|
%
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Income before income taxes:
|
|
|
|
|
|
||||||
United States
|
$
|
46.9
|
|
|
$
|
(4.5
|
)
|
|
$
|
126.2
|
|
Rest of the world
|
128.0
|
|
|
132.5
|
|
|
103.0
|
|
|||
|
$
|
174.9
|
|
|
$
|
128.0
|
|
|
$
|
229.2
|
|
(in millions)
|
|
||
Balance as of December 31, 2012
|
$
|
12.9
|
|
Additions attributable to Sealy on date of acquisition
|
9.2
|
|
|
Additions based on tax positions related to 2013
|
2.3
|
|
|
Additions for tax positions of prior years
|
7.2
|
|
|
Settlements of uncertain tax positions with tax authorities
|
(5.5
|
)
|
|
Balance as of December 31, 2013
|
26.1
|
|
|
Additions based on tax positions related to 2014
|
24.3
|
|
|
Additions for tax positions of prior years
|
0.5
|
|
|
Expiration of statutes of limitations
|
(3.2
|
)
|
|
Settlements of uncertain tax positions with tax authorities
|
(0.1
|
)
|
|
Balance as of December 31, 2014
|
$
|
47.6
|
|
|
2014
|
|
2013
|
||||
U.S. federal net operating loss (“FedNOLs”)
|
$
|
—
|
|
|
$
|
19.6
|
|
State net operating losses (“SNOLs”)
|
145.3
|
|
|
135.6
|
|
||
U.S. federal foreign tax credits (“FTCs”)
|
7.8
|
|
|
20.4
|
|
||
U.S. state income tax credits ("SITCs")
|
1.6
|
|
|
0.7
|
|
||
Foreign net operating losses (“FNOLs”)
|
44.2
|
|
|
67.1
|
|
||
Charitable contribution carryover ("CCCs")
|
8.4
|
|
|
—
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Current provision
|
|
|
|
|
|
||||||
Federal
|
$
|
50.7
|
|
|
$
|
48.6
|
|
|
$
|
49.9
|
|
State
|
4.5
|
|
|
7.3
|
|
|
7.8
|
|
|||
Foreign
|
36.9
|
|
|
42.3
|
|
|
26.3
|
|
|||
Total current
|
$
|
92.1
|
|
|
$
|
98.2
|
|
|
$
|
84.0
|
|
Deferred provision
|
|
|
|
|
|
||||||
Federal
|
$
|
(25.2
|
)
|
|
$
|
(47.0
|
)
|
|
$
|
37.1
|
|
State
|
(1.2
|
)
|
|
0.4
|
|
|
4.2
|
|
|||
Foreign
|
(0.8
|
)
|
|
(2.5
|
)
|
|
(2.9
|
)
|
|||
Total deferred
|
(27.2
|
)
|
|
(49.1
|
)
|
|
38.4
|
|
|||
Total income tax provision
|
$
|
64.9
|
|
|
$
|
49.1
|
|
|
$
|
122.4
|
|
|
December 31,
|
||||||
(in millions)
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
||||
Stock-based compensation
|
$
|
12.4
|
|
|
$
|
10.0
|
|
Accrued expenses and other
|
57.9
|
|
|
53.7
|
|
||
Net operating losses, foreign tax credits and charitable contribution carryforward
|
30.6
|
|
|
55.3
|
|
||
Inventories
|
4.5
|
|
|
4.6
|
|
||
Intangible assets
|
14.5
|
|
|
9.0
|
|
||
Property, plant and equipment
|
4.0
|
|
|
3.9
|
|
||
Total deferred tax assets
|
123.9
|
|
|
136.5
|
|
||
Valuation allowances
|
(21.7
|
)
|
|
(39.4
|
)
|
||
Total net deferred tax assets
|
$
|
102.2
|
|
|
$
|
97.1
|
|
Deferred tax liabilities:
|
|
|
|
||||
Transaction costs
|
$
|
(258.1
|
)
|
|
$
|
(261.9
|
)
|
Property, plant and equipment
|
(45.7
|
)
|
|
(62.5
|
)
|
||
Accrued expenses and other
|
(4.5
|
)
|
|
(4.3
|
)
|
||
Total deferred tax liabilities
|
(308.3
|
)
|
|
(328.7
|
)
|
||
Net deferred tax liabilities
|
$
|
(206.1
|
)
|
|
$
|
(231.6
|
)
|
|
Year Ended December 31,
|
||||||||||
(in millions, except per common share amounts)
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income attributable to Tempur Sealy International, Inc.
|
$
|
108.9
|
|
|
$
|
78.6
|
|
|
$
|
106.8
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Denominator for basic earnings per common share—weighted average shares
|
60.8
|
|
|
60.3
|
|
|
61.5
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Employee stock based compensation
|
1.3
|
|
|
1.3
|
|
|
1.4
|
|
|||
Denominator for diluted earnings per common share—adjusted weighted average shares
|
62.1
|
|
|
61.6
|
|
|
62.9
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per common share
|
$
|
1.79
|
|
|
$
|
1.30
|
|
|
$
|
1.74
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common share
|
$
|
1.75
|
|
|
$
|
1.28
|
|
|
$
|
1.70
|
|
|
December 31,
|
||||||
(in millions)
|
2014
|
|
2013
|
||||
Tempur North America
|
$
|
2,431.4
|
|
|
$
|
2,110.7
|
|
Tempur International
|
463.1
|
|
|
477.7
|
|
||
Sealy
|
2,000.6
|
|
|
1,956.6
|
|
||
Inter-segment eliminations
|
(2,232.5
|
)
|
|
(1,815.1
|
)
|
||
Total assets
|
$
|
2,662.6
|
|
|
$
|
2,729.9
|
|
|
December 31,
|
||||||
(in millions)
|
2014
|
|
2013
|
||||
Tempur North America
|
$
|
137.1
|
|
|
$
|
132.8
|
|
Tempur International
|
49.2
|
|
|
53.2
|
|
||
Sealy
|
169.3
|
|
|
225.6
|
|
||
Total long lived assets
|
$
|
355.6
|
|
|
$
|
411.6
|
|
|
Year Ended December 31,
|
||||||
(in millions)
|
2014
|
|
2013
|
||||
United States
|
$
|
287.3
|
|
|
$
|
335.9
|
|
Canada
|
8.0
|
|
|
9.3
|
|
||
Other International
|
60.3
|
|
|
66.4
|
|
||
|
$
|
355.6
|
|
|
$
|
411.6
|
|
|
|
|
|
||||
Total International
|
$
|
68.3
|
|
|
$
|
75.7
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
$
|
2,188.7
|
|
|
$
|
1,736.8
|
|
|
$
|
923.4
|
|
Canada
|
216.4
|
|
|
190.2
|
|
|
40.8
|
|
|||
Other International
|
584.7
|
|
|
537.3
|
|
|
438.7
|
|
|||
|
$
|
2,989.8
|
|
|
$
|
2,464.3
|
|
|
$
|
1,402.9
|
|
|
|
|
|
|
|
||||||
Total International
|
$
|
801.1
|
|
|
$
|
727.5
|
|
|
$
|
479.5
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales to external customers:
|
|
|
|
|
|
||||||
Tempur North America
|
|
|
|
|
|
||||||
Bedding
|
$
|
930.5
|
|
|
$
|
830.4
|
|
|
$
|
882.3
|
|
Other products
|
62.7
|
|
|
79.6
|
|
|
82.0
|
|
|||
|
$
|
993.2
|
|
|
$
|
910.0
|
|
|
$
|
964.3
|
|
|
|
|
|
|
|
||||||
Tempur International
|
|
|
|
|
|
||||||
Bedding
|
$
|
354.7
|
|
|
$
|
327.7
|
|
|
$
|
332.4
|
|
Other products
|
117.3
|
|
|
111.9
|
|
|
106.2
|
|
|||
|
$
|
472.0
|
|
|
$
|
439.6
|
|
|
$
|
438.6
|
|
|
|
|
|
|
|
||||||
Sealy
|
|
|
|
|
|
||||||
Bedding
|
$
|
1,441.3
|
|
|
$
|
1,040.3
|
|
|
$
|
—
|
|
Other products
|
83.3
|
|
|
74.4
|
|
|
—
|
|
|||
|
$
|
1,524.6
|
|
|
$
|
1,114.7
|
|
|
$
|
—
|
|
|
$
|
2,989.8
|
|
|
$
|
2,464.3
|
|
|
$
|
1,402.9
|
|
|
|
|
|
|
|
||||||
Inter-segment sales:
|
|
|
|
|
|
||||||
Tempur North America
|
$
|
3.8
|
|
|
$
|
0.2
|
|
|
$
|
0.9
|
|
Tempur International
|
0.6
|
|
|
0.6
|
|
|
1.5
|
|
|||
Sealy
|
22.8
|
|
|
5.9
|
|
|
—
|
|
|||
Intercompany eliminations
|
(27.2
|
)
|
|
(6.7
|
)
|
|
(2.4
|
)
|
|||
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Gross profit:
|
|
|
|
|
|
||||||
Tempur North America
|
$
|
413.9
|
|
|
$
|
392.7
|
|
|
$
|
449.3
|
|
Tempur International
|
274.9
|
|
|
269.8
|
|
|
265.3
|
|
|||
Sealy
|
461.6
|
|
|
352.4
|
|
|
—
|
|
|||
|
$
|
1,150.4
|
|
|
$
|
1,014.9
|
|
|
$
|
714.6
|
|
|
|
|
|
|
|
||||||
Operating income:
|
|
|
|
|
|
||||||
Tempur North America
|
$
|
84.9
|
|
|
$
|
67.6
|
|
|
$
|
144.4
|
|
Tempur International
|
91.6
|
|
|
107.5
|
|
|
103.9
|
|
|||
Sealy
|
99.8
|
|
|
68.7
|
|
|
—
|
|
|||
|
$
|
276.3
|
|
|
$
|
243.8
|
|
|
$
|
248.3
|
|
|
|
|
|
|
|
||||||
Income (loss) before income taxes:
|
|
|
|
|
|
||||||
Tempur North America
|
$
|
19.8
|
|
|
$
|
(33.8
|
)
|
|
$
|
126.2
|
|
Tempur International
|
88.5
|
|
|
102.6
|
|
|
103.0
|
|
|||
Sealy
|
66.6
|
|
|
59.2
|
|
|
—
|
|
|||
|
$
|
174.9
|
|
|
$
|
128.0
|
|
|
$
|
229.2
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization (including stock-based compensation amortization):
|
|
|
|
|
|
||||||
Tempur North America
|
$
|
31.7
|
|
|
$
|
42.0
|
|
|
$
|
30.6
|
|
Tempur International
|
13.7
|
|
|
12.8
|
|
|
11.4
|
|
|||
Sealy
|
44.3
|
|
|
36.7
|
|
|
—
|
|
|||
|
$
|
89.7
|
|
|
$
|
91.5
|
|
|
$
|
42.0
|
|
|
|
|
|
|
|
||||||
Intercompany royalties:
|
|
|
|
|
|
||||||
Tempur North America
|
$
|
6.1
|
|
|
$
|
5.8
|
|
|
$
|
12.7
|
|
Tempur International
|
(6.1
|
)
|
|
(5.8
|
)
|
|
(12.7
|
)
|
Sealy
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Capital expenditures:
|
|
|
|
|
|
||||||
Tempur North America
|
$
|
20.2
|
|
|
$
|
20.7
|
|
|
$
|
36.8
|
|
Tempur International
|
14.4
|
|
|
10.1
|
|
|
13.7
|
|
|||
Sealy
|
12.9
|
|
|
9.2
|
|
|
—
|
|
|||
|
$
|
47.5
|
|
|
$
|
40.0
|
|
|
$
|
50.5
|
|
(in millions, except per share amounts)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
2014
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
701.9
|
|
|
$
|
715.0
|
|
|
$
|
827.4
|
|
|
$
|
745.5
|
|
Gross profit
|
269.5
|
|
|
268.3
|
|
|
318.5
|
|
|
294.1
|
|
||||
Operating income
|
62.4
|
|
|
50.3
|
|
|
87.1
|
|
|
76.5
|
|
||||
Net income (loss)
|
27.4
|
|
|
(2.2
|
)
|
|
37.1
|
|
|
46.6
|
|
||||
Basic earnings (loss) per common share
|
$
|
0.45
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.61
|
|
|
$
|
0.77
|
|
Diluted earnings (loss) per common share
|
$
|
0.44
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.60
|
|
|
$
|
0.75
|
|
|
|
|
|
|
|
|
|
||||||||
2013
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
390.1
|
|
|
$
|
660.6
|
|
|
$
|
735.5
|
|
|
$
|
678.1
|
|
Gross profit
|
188.4
|
|
|
254.9
|
|
|
298.7
|
|
|
272.9
|
|
||||
Operating income
|
44.5
|
|
|
44.0
|
|
|
81.2
|
|
|
74.1
|
|
||||
Net income
|
12.5
|
|
|
(1.6
|
)
|
|
40.2
|
|
|
27.5
|
|
||||
Basic earnings (loss) per common share
|
$
|
0.21
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.66
|
|
|
$
|
0.45
|
|
Diluted earnings (loss) per common share
|
$
|
0.20
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.65
|
|
|
$
|
0.45
|
|
|
Tempur Sealy International, Inc. (Ultimate Parent)
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
2,229.5
|
|
|
$
|
802.9
|
|
|
$
|
(42.6
|
)
|
|
$
|
2,989.8
|
|
Cost of sales
|
—
|
|
|
1,465.3
|
|
|
416.7
|
|
|
(42.6
|
)
|
|
1,839.4
|
|
|||||
Gross profit
|
—
|
|
|
764.2
|
|
|
386.2
|
|
|
—
|
|
|
1,150.4
|
|
|||||
Selling and marketing expenses
|
2.4
|
|
|
431.2
|
|
|
186.3
|
|
|
—
|
|
|
619.9
|
|
|||||
General, administrative and other expenses
|
13.4
|
|
|
200.5
|
|
|
66.7
|
|
|
—
|
|
|
280.6
|
|
|||||
Equity income in earnings of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(8.3
|
)
|
|
—
|
|
|
(8.3
|
)
|
|||||
Royalty income, net of royalty expense
|
—
|
|
|
(18.1
|
)
|
|
—
|
|
|
—
|
|
|
(18.1
|
)
|
|||||
Operating (loss) income
|
(15.8
|
)
|
|
150.6
|
|
|
141.5
|
|
|
—
|
|
|
276.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other expense, net:
|
|
|
|
|
|
|
|
|
|
||||||||||
Third party interest expense, net
|
27.0
|
|
|
62.4
|
|
|
2.5
|
|
|
—
|
|
|
91.9
|
|
|||||
Intercompany interest expense (income), net
|
32.7
|
|
|
(34.6
|
)
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense, net
|
59.7
|
|
|
27.8
|
|
|
4.4
|
|
|
—
|
|
|
91.9
|
|
|||||
Loss on dispsoal, net
|
—
|
|
|
23.2
|
|
|
—
|
|
|
—
|
|
|
23.2
|
|
|||||
Other (income) expense, net
|
—
|
|
|
(17.2
|
)
|
|
3.5
|
|
|
—
|
|
|
(13.7
|
)
|
|||||
Total other expense
|
59.7
|
|
|
33.8
|
|
|
7.9
|
|
|
—
|
|
|
101.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from equity investees
|
159.2
|
|
|
98.7
|
|
|
—
|
|
|
(257.9
|
)
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
83.7
|
|
|
215.5
|
|
|
133.6
|
|
|
(257.9
|
)
|
|
174.9
|
|
|||||
Income tax benefit (provision)
|
26.3
|
|
|
(56.3
|
)
|
|
(34.9
|
)
|
|
—
|
|
|
(64.9
|
)
|
|||||
Net income
|
110.0
|
|
|
159.2
|
|
|
98.7
|
|
|
(257.9
|
)
|
|
110.0
|
|
|||||
Less: net income attributable to non-controlling interest
|
1.1
|
|
|
1.1
|
|
|
—
|
|
|
(1.1
|
)
|
|
1.1
|
|
|||||
Net income attributable to Tempur Sealy International, Inc.
|
$
|
108.9
|
|
|
$
|
158.1
|
|
|
$
|
98.7
|
|
|
$
|
(256.8
|
)
|
|
$
|
108.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income
|
$
|
66.9
|
|
|
$
|
163.3
|
|
|
$
|
60.3
|
|
|
$
|
(223.6
|
)
|
|
$
|
66.9
|
|
|
Tempur Sealy International, Inc. (Ultimate Parent)
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
1,758.2
|
|
|
$
|
728.1
|
|
|
$
|
(22.0
|
)
|
|
$
|
2,464.3
|
|
Cost of sales
|
—
|
|
|
1,110.5
|
|
|
360.9
|
|
|
(22.0
|
)
|
|
1,449.4
|
|
|||||
Gross profit
|
—
|
|
|
647.7
|
|
|
367.2
|
|
|
—
|
|
|
1,014.9
|
|
|||||
Selling and marketing expenses
|
2.4
|
|
|
358.1
|
|
|
162.4
|
|
|
—
|
|
|
522.9
|
|
|||||
General, administrative and other expenses
|
17.1
|
|
|
181.6
|
|
|
67.6
|
|
|
—
|
|
|
266.3
|
|
|||||
Equity income in earnings of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
(4.4
|
)
|
|
—
|
|
|
(4.4
|
)
|
|||||
Royalty income, net of royalty expense
|
—
|
|
|
(13.7
|
)
|
|
—
|
|
|
—
|
|
|
(13.7
|
)
|
|||||
Operating (loss) income
|
(19.5
|
)
|
|
121.7
|
|
|
141.6
|
|
|
—
|
|
|
243.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other expense, net:
|
|
|
|
|
|
|
|
|
|
||||||||||
Third party interest expense, net
|
27.5
|
|
|
81.5
|
|
|
1.8
|
|
|
—
|
|
|
110.8
|
|
|||||
Intercompany interest expense (income), net
|
32.7
|
|
|
(34.1
|
)
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense (income), net
|
60.2
|
|
|
47.4
|
|
|
3.2
|
|
|
—
|
|
|
110.8
|
|
|||||
Other (income) expense, net
|
—
|
|
|
(0.9
|
)
|
|
5.9
|
|
|
—
|
|
|
5.0
|
|
|||||
Total other expense
|
60.2
|
|
|
46.5
|
|
|
9.1
|
|
|
—
|
|
|
115.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from equity investees
|
133.4
|
|
|
93.6
|
|
|
—
|
|
|
(227.0
|
)
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
53.7
|
|
|
168.8
|
|
|
132.5
|
|
|
(227.0
|
)
|
|
128.0
|
|
|||||
Income tax benefit (provision)
|
25.2
|
|
|
(35.4
|
)
|
|
(38.9
|
)
|
|
—
|
|
|
(49.1
|
)
|
|||||
Net income
|
78.9
|
|
|
133.4
|
|
|
93.6
|
|
|
(227.0
|
)
|
|
78.9
|
|
|||||
Less: net income attributable to non-controlling interest
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
(0.3
|
)
|
|
0.3
|
|
|||||
Net income attributable to Tempur Sealy International, Inc.
|
$
|
78.6
|
|
|
$
|
133.1
|
|
|
$
|
93.6
|
|
|
$
|
(226.7
|
)
|
|
$
|
78.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income
|
$
|
72.5
|
|
|
$
|
133.8
|
|
|
$
|
86.2
|
|
|
$
|
(220.0
|
)
|
|
$
|
72.5
|
|
|
Tempur Sealy International, Inc. (Ultimate Parent)
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
947.8
|
|
|
$
|
481.0
|
|
|
$
|
(25.9
|
)
|
|
$
|
1,402.9
|
|
Cost of sales
|
—
|
|
|
509.0
|
|
|
205.2
|
|
|
(25.9
|
)
|
|
688.3
|
|
|||||
Gross profit
|
—
|
|
|
438.8
|
|
|
275.8
|
|
|
—
|
|
|
714.6
|
|
|||||
Selling and marketing expenses
|
2.5
|
|
|
191.9
|
|
|
124.7
|
|
|
—
|
|
|
319.1
|
|
|||||
General, administrative and other expenses
|
4.9
|
|
|
96.4
|
|
|
45.9
|
|
|
—
|
|
|
147.2
|
|
|||||
Equity income in earnings of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Royalty income, net of royalty expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating (loss) income
|
(7.4
|
)
|
|
150.5
|
|
|
105.2
|
|
|
—
|
|
|
248.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other expense, net:
|
|
|
|
|
|
|
|
|
|
||||||||||
Third party interest expense, net
|
—
|
|
|
18.3
|
|
|
0.5
|
|
|
—
|
|
|
18.8
|
|
|||||
Intercompany interest expense (income), net
|
31.5
|
|
|
(31.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense (income), net
|
31.5
|
|
|
(13.2
|
)
|
|
0.5
|
|
|
—
|
|
|
18.8
|
|
|||||
Other expense, net
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|||||
Total other expense (income)
|
31.5
|
|
|
(13.2
|
)
|
|
0.8
|
|
|
—
|
|
|
19.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from equity investees
|
134.8
|
|
|
81.0
|
|
|
—
|
|
|
(215.8
|
)
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
95.9
|
|
|
244.7
|
|
|
104.4
|
|
|
(215.8
|
)
|
|
229.2
|
|
|||||
Income tax benefit (provision)
|
10.9
|
|
|
(109.9
|
)
|
|
(23.4
|
)
|
|
—
|
|
|
(122.4
|
)
|
|||||
Net income
|
106.8
|
|
|
134.8
|
|
|
81.0
|
|
|
(215.8
|
)
|
|
106.8
|
|
|||||
Less: net income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to Tempur Sealy International, Inc.
|
$
|
106.8
|
|
|
$
|
134.8
|
|
|
$
|
81.0
|
|
|
$
|
(215.8
|
)
|
|
$
|
106.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income
|
$
|
113.9
|
|
|
$
|
136.9
|
|
|
$
|
86.0
|
|
|
$
|
(222.9
|
)
|
|
$
|
113.9
|
|
|
Tempur Sealy International, Inc. (Ultimate Parent)
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
0.4
|
|
|
$
|
25.5
|
|
|
$
|
36.6
|
|
|
$
|
—
|
|
|
$
|
62.5
|
|
Accounts receivable, net
|
—
|
|
|
241.2
|
|
|
144.6
|
|
|
—
|
|
|
385.8
|
|
|||||
Inventories
|
—
|
|
|
158.3
|
|
|
58.9
|
|
|
—
|
|
|
217.2
|
|
|||||
Income taxes payable
|
144.1
|
|
|
—
|
|
|
—
|
|
|
(144.1
|
)
|
|
—
|
|
|||||
Prepaid expenses and other current assets
|
—
|
|
|
28.2
|
|
|
28.3
|
|
|
—
|
|
|
56.5
|
|
|||||
Deferred income taxes
|
12.4
|
|
|
26.8
|
|
|
5.2
|
|
|
—
|
|
|
44.4
|
|
|||||
Total Current Assets
|
156.9
|
|
|
480.0
|
|
|
273.6
|
|
|
(144.1
|
)
|
|
766.4
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
287.3
|
|
|
68.3
|
|
|
—
|
|
|
355.6
|
|
|||||
Goodwill
|
—
|
|
|
557.2
|
|
|
179.3
|
|
|
—
|
|
|
736.5
|
|
|||||
Other intangible assets, net
|
—
|
|
|
611.9
|
|
|
115.2
|
|
|
—
|
|
|
727.1
|
|
|||||
Deferred tax asset
|
—
|
|
|
—
|
|
|
8.6
|
|
|
—
|
|
|
8.6
|
|
|||||
Other non-current assets
|
6.3
|
|
|
46.4
|
|
|
15.7
|
|
|
—
|
|
|
68.4
|
|
|||||
Net investment in subsidiaries
|
1,808.4
|
|
|
—
|
|
|
—
|
|
|
(1,808.4
|
)
|
|
—
|
|
|||||
Due from affiliates
|
51.4
|
|
|
2,226.0
|
|
|
5.3
|
|
|
(2,282.7
|
)
|
|
—
|
|
|||||
Total Assets
|
$
|
2,023.0
|
|
|
$
|
4,208.8
|
|
|
$
|
666.0
|
|
|
$
|
(4,235.2
|
)
|
|
$
|
2,662.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
170.4
|
|
|
$
|
56.0
|
|
|
$
|
—
|
|
|
$
|
226.4
|
|
Accrued expenses and other current liabilities
|
1.4
|
|
|
166.1
|
|
|
65.8
|
|
|
—
|
|
|
233.3
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||
Income taxes payable
|
—
|
|
|
163.0
|
|
|
(6.9
|
)
|
|
(144.1
|
)
|
|
12.0
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
61.8
|
|
|
4.6
|
|
|
—
|
|
|
66.4
|
|
|||||
Total Current Liabilities
|
1.4
|
|
|
561.3
|
|
|
119.7
|
|
|
(144.1
|
)
|
|
538.3
|
|
|||||
Long-term debt
|
375.0
|
|
|
1,160.9
|
|
|
—
|
|
|
—
|
|
|
1,535.9
|
|
|||||
Deferred income taxes
|
—
|
|
|
229.1
|
|
|
29.7
|
|
|
—
|
|
|
258.8
|
|
|||||
Other non-current liabilities
|
—
|
|
|
109.3
|
|
|
5.0
|
|
|
—
|
|
|
114.3
|
|
|||||
Due to affiliates
|
1,431.3
|
|
|
340.2
|
|
|
849.4
|
|
|
(2,620.9
|
)
|
|
—
|
|
|||||
Total Liabilities
|
1,807.7
|
|
|
2,400.8
|
|
|
1,003.8
|
|
|
(2,765.0
|
)
|
|
2,447.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Redeemable non-controlling interest
|
12.6
|
|
|
12.6
|
|
|
—
|
|
|
(12.6
|
)
|
|
12.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Stockholders’ Equity
|
202.7
|
|
|
1,795.4
|
|
|
(337.8
|
)
|
|
(1,457.6
|
)
|
|
202.7
|
|
|||||
Total Liabilities and Stockholders’ Equity
|
$
|
2,023.0
|
|
|
$
|
4,208.8
|
|
|
$
|
666.0
|
|
|
$
|
(4,235.2
|
)
|
|
$
|
2,662.6
|
|
|
Tempur Sealy International, Inc. (Ultimate Parent)
|
|
Combined Guarantor Subsidiaries
|
|
Combined Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
30.9
|
|
|
$
|
50.1
|
|
|
$
|
—
|
|
|
$
|
81.0
|
|
Accounts receivable, net
|
—
|
|
|
192.6
|
|
|
156.6
|
|
|
—
|
|
|
349.2
|
|
|||||
Inventories
|
—
|
|
|
147.5
|
|
|
51.7
|
|
|
—
|
|
|
199.2
|
|
|||||
Income tax receivable
|
118.4
|
|
|
—
|
|
|
—
|
|
|
(118.4
|
)
|
|
—
|
|
|||||
Prepaid expenses and other current assets
|
—
|
|
|
26.3
|
|
|
27.4
|
|
|
—
|
|
|
53.7
|
|
|||||
Deferred income taxes
|
10.0
|
|
|
29.3
|
|
|
5.1
|
|
|
—
|
|
|
44.4
|
|
|||||
Total Current Assets
|
128.4
|
|
|
426.6
|
|
|
290.9
|
|
|
(118.4
|
)
|
|
727.5
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
335.9
|
|
|
75.7
|
|
|
—
|
|
|
411.6
|
|
|||||
Goodwill
|
—
|
|
|
577.2
|
|
|
182.4
|
|
|
—
|
|
|
759.6
|
|
|||||
Other intangible assets, net
|
—
|
|
|
624.6
|
|
|
125.5
|
|
|
—
|
|
|
750.1
|
|
|||||
Deferred tax asset
|
—
|
|
|
—
|
|
|
10.9
|
|
|
—
|
|
|
10.9
|
|
|||||
Other non-current assets
|
7.6
|
|
|
47.0
|
|
|
15.6
|
|
|
—
|
|
|
70.2
|
|
|||||
Net investment in subsidiaries
|
756.0
|
|
|
—
|
|
|
—
|
|
|
(756.0
|
)
|
|
—
|
|
|||||
Due from affiliates
|
1,299.9
|
|
|
2,306.5
|
|
|
0.9
|
|
|
(3,607.3
|
)
|
|
—
|
|
|||||
Total Assets
|
$
|
2,191.9
|
|
|
$
|
4,317.8
|
|
|
$
|
701.9
|
|
|
$
|
(4,481.7
|
)
|
|
$
|
2,729.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
140.5
|
|
|
$
|
50.7
|
|
|
$
|
—
|
|
|
$
|
191.2
|
|
Accrued expenses and other current liabilities
|
1.4
|
|
|
144.2
|
|
|
62.8
|
|
|
—
|
|
|
208.4
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|||||
Income taxes payable
|
—
|
|
|
115.2
|
|
|
4.7
|
|
|
(118.4
|
)
|
|
1.5
|
|
|||||
Current portion of long-term debt
|
—
|
|
|
36.6
|
|
|
3.0
|
|
|
|
|
39.6
|
|
||||||
Total Current Liabilities
|
1.4
|
|
|
436.5
|
|
|
122.0
|
|
|
(118.4
|
)
|
|
441.5
|
|
|||||
Long-term debt
|
375.0
|
|
|
1,421.9
|
|
|
—
|
|
|
—
|
|
|
1,796.9
|
|
|||||
Deferred income taxes
|
—
|
|
|
252.8
|
|
|
33.3
|
|
|
—
|
|
|
286.1
|
|
|||||
Other non-current liabilities
|
—
|
|
|
69.1
|
|
|
6.2
|
|
|
—
|
|
|
75.3
|
|
|||||
Due to affiliates
|
1,685.4
|
|
|
1,381.5
|
|
|
940.5
|
|
|
(4,007.4
|
)
|
|
—
|
|
|||||
Total Liabilities
|
2,061.8
|
|
|
3,561.8
|
|
|
1,102.0
|
|
|
(4,125.8
|
)
|
|
2,599.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Redeemable non-controlling interest
|
11.5
|
|
|
11.5
|
|
|
—
|
|
|
(11.5
|
)
|
|
11.5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Stockholders’ Equity
|
118.6
|
|
|
744.5
|
|
|
(400.1
|
)
|
|
(344.4
|
)
|
|
118.6
|
|
|||||
Total Liabilities and Stockholders’ Equity
|
$
|
2,191.9
|
|
|
$
|
4,317.8
|
|
|
$
|
701.9
|
|
|
$
|
(4,481.7
|
)
|
|
$
|
2,729.9
|
|
Plan category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
||||
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
||||
2003 Amended and Restated Equity Incentive Plan
(1)
|
|
2,648,474
|
|
|
$
|
21.45
|
|
|
—
|
|
2013 Equity Incentive Plan
(2)
|
|
1,004,510
|
|
|
51.12
|
|
|
4,183,841
|
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
3,652,984
|
|
|
$
|
29.61
|
|
|
4,183,841
|
|
(1)
|
In May 2013, our Board of Directors adopted a resolution that prohibited further grants under the 2003 Amended and Restated Equity Incentive Plan. The number of securities to be issued upon exercise of outstanding stock options, warrants and rights issued under the 2003 Amended and Restated Equity Incentive Plan includes 64,063 of restricted stock units and deferred stock units. These restricted and deferred stock units are excluded from the weighted average exercise price calculation above.
|
(2)
|
The number of securities to be issued upon exercise of outstanding stock options, warrants and rights issued under the 2013 Equity Incentive Plan includes 40,967 of restricted stock units and deferred stock units. Additionally, this number includes 716,032 performance restricted stock units which reflects a maximum payout of the awards granted. These restricted, deferred and performance restricted stock units are excluded from the weighted average exercise price calculation above.
|
(a)
|
1.
|
The following is a list of the financial statements of Tempur Sealy International, Inc. included in this Report, which are filed herewith pursuant to ITEM 8:
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012
|
|
|
Consolidated Statements of Comprehensive Income for the years Ended December 31, 2014, 2013 and 2012
|
|
|
Consolidated Balance Sheets as of December 31, 2014 and 2013
|
|
|
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2014, 2013 and 2012
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
2.
|
Financial Statement Schedule:
|
|
|
Schedule II—Valuation of Qualifying Accounts and Reserves
|
|
|
|
|
|
All other schedules have been omitted because they are inapplicable, not required, or the information is included elsewhere in the consolidated financial statements or notes thereto.
|
|
|
|
|
3.
|
Exhibits:
|
(b)
|
|
EXHIBIT INDEX
|
2.1
|
Agreement and Plan of Merger dated as of September 26, 2012 (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K as filed on September 27, 2012).
(1)
|
3.1
|
Amended and Restated Certificate of Incorporation of Tempur-Pedic International Inc. (filed as Exhibit 3.1 to Amendment No. 3 to the Registrant’s registration statement on Form S-1 (File No. 333-109798) as filed on December 12, 2003).
(1)
|
3.2
|
Amendment to Certificate of Incorporation of Tempur-Pedic International Inc. (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K as filed on May 24, 2013).
(1)
|
3.3
|
Fifth Amended and Restated By-laws of Tempur Sealy International, Inc. (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K as filed on May 24, 2013).
(1)
|
4.1
|
Specimen certificate for shares of common stock (filed as Exhibit 4.1 to Amendment No. 3 to the Registrant’s registration statement on Form S-1 (File No. 333-109798) as filed on December 12, 2003).
(1)
|
4.2
|
Indenture dated as of December 19, 2012 (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K as filed on December 19, 2012).
(1)
|
4.3
|
Registration Rights Agreement dated as of December 19, 2012 (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K as filed on December 19, 2012).
(1)
|
4.4
|
Supplemental Indenture, dated as of March 18, 2013, among Tempur-Pedic International Inc., the additional Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K as filed on March 18, 2013).
(1)
|
4.5
|
Indenture, dated as of July 10, 2009, by and among Sealy Mattress Company, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, with respect to Guaranteed Debt Securities (filed as Exhibit 4.1 to Sealy Corporation’s Current Report on Form 8-K (File No. 333-117081) as filed July 16, 2009).
(1)
|
4.6
|
Supplemental Indenture, dated as of July 10, 2009, by and among Sealy Mattress Company, Sealy Corporation, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee and Collateral Agent, with respect to 8% Senior Secured Third Lien Convertible Notes due 2016 (filed as Exhibit 4.2 to Sealy Corporation’s Current Report on Form 8-K (File No. 333-117081) as filed July 16, 2009).
(1)
|
4.7
|
Second Supplemental Indenture, dated as of March 18, 2013, by and among Sealy Mattress Company, Sealy Corporation, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee and Collateral Agent, with respect to 8% Senior Secured Third Lien Convertible Notes due 2016 (incorporated herein by reference to Exhibit 4.4 of the Registrant’s Current Report on Form 8-K as filed on March 18, 2013).
(1)
|
10.24
|
Employment Agreement dated September 12, 2003, between Tempur International Limited and David Montgomery (filed as Exhibit 10.13 to Amendment No. 1 to the Registrant’s registration statement on Form S-4 ((File No. 333-109054-02) as filed on October 31, 2003).
(1)(2)
|
10.25
|
Employment Agreement dated as of July 18, 2006 between Tempur-Pedic International Inc. and Richard Anderson (filed as Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q as filed November 7, 2006).
(1)(2)
|
10.26
|
Amended and Restated Employment Agreement dated March 5, 2008 by and among Tempur-Pedic International Inc., Tempur World, LLC and Dale E. Williams (filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K as filed March 7, 2008).
(1)(2)
|
10.27
|
Employment and Noncompetition Agreement dated as June 30, 2008, between Tempur-Pedic International Inc. and Mark Sarvary (filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K as filed on June 30, 2008).
(1)(2)
|
10.28
|
Employment and Non-Competition Agreement by and between Tempur-Pedic International Inc. and Lou Hedrick Jones dated as of June 1, 2009) (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q as filed on July 27, 2009).
(1)(2)
|
10.29
|
Employment and Non-Competition Agreement by and between Tempur-Pedic International Inc. and Brad Patrick dated as of September 1, 2010) (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q as filed on October 28, 2010).
(1)(2)
|
10.30
|
Employment and Noncompetition Agreement dated as of February 4, 2013, between Tempur-Pedic International Inc. and W. Timothy Yaggi (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed on February 4,
2013).
(1)(2)
|
10.31
|
Employment and Retention Agreement entered into July 2, 2013 between Sealy Corporation and Lawrence J. Rogers and, for certain purposes, Tempur-Pedic International Inc., Effective as of March 18, 2013 (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q as filed August 2, 2013).
(1)(2)
|
10.32
|
Employment and Noncompetition Agreement dated as of August 28, 2014, between Tempur Sealy International, Inc. and Barry Hytinen (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q as filed on November 7,
2014).
(1)(2)
|
10.33
|
Employment and Noncompetition Agreement dated as of November 18, 2014, between Tempur Sealy International,
Inc. and Jay Spenchian.
(2)
|
10.34
|
Form of Stock Option Agreement under the 2003 Equity Incentive Plan (filed as Exhibit 10.9 to Registrant’s Quarterly Report on Form 10-Q as filed August 8, 2006).
(1)(2)
|
10.35
|
Form of Stock Option Agreement under the Amended and Restated 2003 Equity Incentive Plan (Executive) (filed as Exhibit 9.1 to Registrant’s Current Report on Form 8-K as filed on May 19, 2008).
(1)(2)
|
10.36
|
Form of Stock Option Agreement under the Amended and Restated 2003 Equity Incentive Plan (Director) (filed as Exhibit 10.40 to Registrant’s Annual Report on Form 10-K as filed on February 12, 2009).
(1)(2)
|
10.37
|
Form of Stock Option Agreement under the 2013 Equity Incentive Plan (Executive).
(2)
|
10.38
|
Form of Performance Restricted Stock Unit Award Agreement under the 2013 Equity Incentive Plan Executive
(2)
|
10.39
|
Form of Stock Option Agreement under the United Kingdom Approved Share Option Sub Plan to the 2003 Equity Incentive Plan (filed as Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q as filed on April 30, 2009).
(1)(2)
|
10.40
|
Form of Performance Restricted Stock Unit Award Agreement under the Amended and Restated 2003 Equity Incentive Plan (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K as filed on February 19, 2010).
(1)(2)
|
10.41
|
Form of Stock Option Agreement under Amended and Restated 2003 Equity Incentive Plan (Executive) (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K as filed on February 19, 2010).
(1)(2)
|
10.42
|
Form of Stock Option Agreement under the Amended and Restated 2003 Equity Incentive Plan (Director) (filed as Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q as filed on July 28, 2010).
(1)(2)
|
10.43
|
Stock Option Agreement dated June 28, 2006 between Tempur-Pedic International Inc. and David Montgomery (filed as Exhibit 10.7 to Registrant’s Quarterly Report on Form 10-Q as filed August 8, 2006).
(1)(2)
|
10.44
|
Stock Option Agreement dated June 28, 2006 between Tempur-Pedic International Inc. and Dale E. Williams (filed as Exhibit 10.8 to Registrant’s Quarterly Report on Form 10-Q as filed August 8, 2006).
(1)(2)
|
10.45
|
Stock Option Agreement dated February 5, 2008 between Tempur-Pedic International, Inc. and Richard Anderson (filed as Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q as filed on May 6, 2008).
(1)(2)
|
10.46
|
Stock Option Agreement dated June 30, 2008 between Tempur-Pedic International Inc. and Mark Sarvary (filed as Exhibit 10.2 to Registrant’s Current Report on Form 8-K as filed on June 30, 2008).
(1)(2)
|
10.47
|
Form of Stock Option Agreement under the 2013 Equity Incentive Plan (Director) (filed as Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q as filed on November 8, 2013).
(1)(2)
|
10.48
|
Amended and Restated Sealy Benefit Equalization Plan dated December 18, 2008 (filed as Exhibit 10.44 to Sealy Corporation's Annual Report on Form 10-K as filed on January 15, 2009).
(1)(2)
|
21.1
|
Subsidiaries of Tempur Sealy International, Inc.
|
23.1
|
Consent of Ernst & Young LLP.
|
31.1
|
Certification of Chief Executive Officer, pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
|
31.2
|
Certification of Chief Financial Officer, pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
|
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer, , pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
(3)
|
101
|
The following materials from Tempur-Pedic International Inc.'s Annual Report on Form 10-K for the year ended December 31, 2013, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Stockholders' Equity, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text.
|
(1)
|
Incorporated by reference.
|
(2)
|
Indicates management contract or compensatory plan or arrangement.
|
(3)
|
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
|
|
|
|
|
Additions
|
|
|
|
|
|||||||||
Description
|
|
Balance at
Beginning of
Period
|
|
Charges to
Costs and
Expenses
|
|
Charged to Other
Accounts
|
|
Deductions
|
|
Balance at
End of
Period
|
|||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Year Ended December 31, 2012
|
|
$
|
6.8
|
|
|
2.5
|
|
|
—
|
|
|
(1.1
|
)
|
|
$
|
8.2
|
|
Year Ended December 31, 2013
|
|
$
|
8.2
|
|
|
1.3
|
|
|
—
|
|
|
9.8
|
|
|
$
|
19.3
|
|
Year Ended December 31, 2014
|
|
$
|
19.3
|
|
|
4.9
|
|
|
—
|
|
|
(4.7
|
)
|
|
$
|
19.5
|
|
|
|
|
|
Additions
|
|
|
|
|
|||||||||
Description
|
|
Balance at
Beginning of
Period
|
|
Charges to
Costs and
Expenses
|
|
Charged to Other
Accounts
|
|
Deductions
|
|
Balance at
End of
Period
|
|||||||
Valuation allowance deferred tax assets:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Year Ended December 31, 2012
|
|
$
|
2.9
|
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
$
|
0.1
|
|
Year Ended December 31, 2013
|
|
$
|
0.1
|
|
|
20.4
|
|
|
18.9
|
|
|
—
|
|
|
$
|
39.4
|
|
Year Ended December 31, 2014
|
|
$
|
39.4
|
|
|
2.2
|
|
|
—
|
|
|
(19.9
|
)
|
|
$
|
21.7
|
|
|
|
TEMPUR SEALY INTERNATIONAL, INC.
(Registrant)
|
||
|
|
|
|
|
Date: February 13, 2015
|
|
By:
|
|
/S/ MARK SARVARY
|
|
|
|
|
Mark Sarvary
President and Chief Executive Officer
|
Signature
|
|
Capacity
|
|
|
|
/S/ MARK SARVARY
|
|
President, Chief Executive Officer (Principal Executive Officer) and Director
|
Mark Sarvary
|
|
|
|
|
|
/S/ DALE E. WILLIAMS
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
Dale E. Williams
|
|
|
|
|
|
/S/ BHASKAR RAO
|
|
Chief Accounting Officer and Senior Vice President Finance (Principal Accounting Officer)
|
Bhaskar Rao
|
|
|
|
|
|
/S/ EVELYN S. DILSAVER
|
|
Director
|
Evelyn S. Dilsaver
|
|
|
|
|
|
/S/ FRANCIS A. DOYLE
|
|
Director
|
Francis A. Doyle
|
|
|
|
|
|
/S/ JOHN A. HEIL
|
|
Director
|
John A. Heil
|
|
|
|
|
|
/S/ PETER K. HOFFMAN
|
|
Director
|
Peter K. Hoffman
|
|
|
|
|
|
/S/ SIR PAUL JUDGE
|
|
Director
|
Sir Paul Judge
|
|
|
|
|
|
/S/ NANCY F. KOEHN
|
|
Director
|
Nancy F. Koehn
|
|
|
|
|
|
/S/ CHRISTOPHER A. MASTO
|
|
Director
|
Christopher A. Masto
|
|
|
|
|
|
/S/ P. ANDREWS MCLANE
|
|
Director
|
P. Andrews McLane
|
|
|
|
|
|
/S/ LAWRENCE J. ROGERS
|
|
Director
|
Lawrence J. Rogers
|
|
|
|
|
|
/S/ ROBERT B. TRUSSELL, JR.
|
|
Director
|
Robert B. Trussell, Jr.
|
|
TEMPUR SEALY INTERNATIONAL, INC.
|
|
By:
|
_______________________________
|
Name:
|
_______________________________
|
|
|
RECIPIENT
|
|
_________________________________________
|
|
Name:
|
|
Recipient’s Address:
|
|
_________________________________________
|
|
_________________________________________
|
|
_________________________________________
|
|
_________________________________________
|
|
|
•
|
A “
Deferral Election
,” enabling a non-employee director to elect to defer payment of any Mandatory DSUs and any Elective DSUs to the
later
of:
|
•
|
An “
Equity Election
,” enabling a non-employee director to elect to receive some or all of his or her compensation otherwise payable in cash in the form of either shares of Common Stock, or Elective DSUs.
|
TEMPUR SEALY INTERNATIONAL, INC.
|
|
By:
|
_______________________________
|
Name:
|
_______________________________
|
Ace
|
AH Beard
|
Auping
|
Ashley Sleep
|
Boyd
|
Carpe Diem
|
Carpenter
|
Carolina Mattress
|
Cauval Group
|
Chaide & Chaide
|
Classic Sleep Products
|
Comforpedic
|
Comfort Solutions
|
COFEL group
|
De Rucci
|
Diamona
|
Doremo Octaspring
|
Dorelan
|
Dunlopillo
|
Duxiana
|
Eastborne
|
Eminflex
|
Englander
|
Flex Group of Companies
|
Foamex
|
France Bed
|
Future Foam
|
Harrisons
|
Hastens
|
Hilding Anders Group
|
Hypnos
|
IBC
|
KayMed
|
King Koil
|
Kingsdown
|
Lady Americana
|
Land and Sky
|
Leggett & Platt
|
Lo Monaco
|
Magniflex
|
Metzler
|
Myers
|
Optimo
|
Ortobom
|
Natura
|
Natures Rest
|
Park Place
|
Permaflex
|
Pikolin Group
|
Recticel Group
|
Relyon
|
Restonic
|
Rosen
|
Rowe
|
Sapsa Bedding
|
Select Comfort
|
Serta and any direct or indirect parent company
|
Silentnight
|
Simmons Company/Beautyrest and any direct or indirect parent company
|
Sleepmaker
|
Spring Air
|
Sterling
|
Stobel
|
Swiss Comfort
|
Swiss Sense
|
Therapedic
|
•
|
a “For Cause” termination pursuant to Section 3.1(c) or
|
•
|
a “Death or Disability” termination pursuant to Section 3.1(d)
|
Number of Shares
in Each Installment
|
Percentage of
Option Shares
|
Initial Exercise Date
for Shares in Installment
|
Grantee:
|
[Name]
|
|
|
Number of Target Shares in Award:
|
[NUMBER]
|
|
|
Date of Award:
|
[ GRANT DATE]
|
|
|
Designated Period:
|
[SPECIFIED DESIGNATED PERIOD]
|
Entity
|
State or Country of Organization
|
Tempur World, LLC
|
Delaware
|
Tempur-Pedic Management, LLC
|
Delaware
|
Tempur-Pedic Manufacturing, Inc.
|
Delaware
|
Tempur Production USA, LLC
|
Virginia
|
Tempur-Pedic Sales, Inc.
|
Delaware
|
Tempur-Pedic North America, LLC
|
Delaware
|
Tempur-Pedic Technologies, Inc.
|
Delaware
|
Tempur-Pedic America, LLC
|
Delaware
|
Tempur Sealy International Distribution, LLC
|
Delaware
|
Tempur Holdings B.V.
|
Netherlands
|
Dan-Foam ApS
|
Denmark
|
Tempur Danish Holdings ApS
|
Denmark
|
Tempur Danmark P/S
|
Denmark
|
Dan-Foam Acquisition ApS
|
Denmark
|
Tempur UK, Ltd.
|
United Kingdom
|
Tempur Japan Yugen Kaisha
|
Japan
|
Tempur Sealy International Limited
|
United Kingdom
|
Tempur France SAS
|
France
|
Tempur Deutschland GmbH
|
Germany
|
Tempur Singapore Pte Ltd.
|
Singapore
|
Tempur Benelux B.V.
|
Netherlands
|
Tempur Benelux Retail B.V
|
Netherlands
|
Tempur Australia Pty. Ltd.
|
Australia
|
Tempur Korea Limited
|
South Korea
|
Sealy Corporation
|
Delaware
|
Sealy Mattress Corporation
|
Delaware
|
Sealy Mattress Company
|
Ohio
|
Sealy Mattress Company of Puerto Rico
|
Ohio
|
Ohio-Sealy Mattress Manufacturing Co.
|
Georgia
|
Sealy Mattress Company of Kansas City, Inc.
|
Missouri
|
Sealy Mattress Company of Illinois
|
Illinois
|
Sealy Mattress Company of Albany, Inc.
|
New York
|
Sealy of Maryland and Virginia, Inc.
|
Maryland
|
Sealy of Minnesota, Inc.
|
Minnesota
|
Sealy, Inc.
|
Ohio
|
The Ohio Mattress Company Licensing and Components Group, Inc.
|
Delaware
|
Sealy Mattress Manufacturing Company, Inc.
|
Delaware
|
Sealy Technology LLC
|
North Carolina
|
Sealy (Switzerland) Gmbh
|
Switzerland
|
Mattress Holdings International B.V.
|
The Netherlands
|
Sealy Canada, Ltd.
|
Alberta
|
Gestion Centurion Inc.
|
Quebec
|
Sealy Mattress Company Mexico S. De R.L. De C.V.
|
Mexico
|
Sealy Servicios De Mexico S.A. De C.V.
|
Mexico
|
Sealy Colchones De Mexico S.A. De C.V.
|
Mexico
|
Sealy Texas Management, Inc.
|
Texas
|
(1)
|
Registration Statement (Form S-8 No. 333-160821) pertaining to the Tempur Sealy International, Inc. Amended and Restated 2003 Equity Incentive Plan,
|
(2)
|
Registration Statement (Form S-8 No. 333-154966) pertaining to the Tempur Sealy International, Inc. Amended and Restated 2003 Equity Incentive Plan,
|
(3)
|
Registration Statement (Form S-8 No. 333-111545) pertaining to the Tempur Sealy International, Inc. 2003 Equity Incentive Plan, the 2003 Employee Stock Purchase Plan, and the 2002 Stock Option Plan,
|
(4)
|
Registration Statement (Form S-8 No. 333-192220) pertaining to the Tempur Sealy International, Inc. 2013 Equity Incentive Plan, and
|
(5)
|
Registration Statement (Form S-4 No. 333-189063) of Tempur Sealy International, Inc.,
|
Date: February 13, 2015
|
By:
|
/S/ MARK SARVARY
|
|
|
Mark Sarvary
|
|
|
President and Chief Executive Officer
|
Date: February 13, 2015
|
By:
|
/S/ DALE E. WILLIAMS
|
|
|
Dale E. Williams
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
Date: February 13, 2015
|
|
/S/ MARK SARVARY
|
|
|
Mark Sarvary
President and Chief Executive Officer
|
|
|
|
Date: February 13, 2015
|
|
/S/ DALE E. WILLIAMS
|
|
|
Dale E. Williams
Executive Vice President and Chief Financial Officer
|