UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the quarterly period ended September 30, 2022

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number 001-31922

TEMPUR SEALY INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware						33-1022198
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1000 Tempur Way

Lexington, Kentucky 40511

(Address of principal executive offices)

Registrant’s telephone number, including area code: (800) 878-8889

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of exchange on which registered
Common Stock, $0.01 par value			TPX			New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý  Yes  o No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  ý Yes    o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging Growth Company

x

o

o

☐

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ☐ No ý

The number of shares outstanding of the registrant’s common stock as of November 3, 2022 was 170,984,324 shares.

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Table of Contents

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, (this "Report"), including the information incorporated by reference herein, contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which includes information concerning one or more of our plans; objectives; goals; strategies and other information that is not historical information. Many of these statements appear, in particular, under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part I, ITEM 2 of this Report. When used in this Report, the words "assumes," "estimates," "expects," "guidance," "anticipates," "might," "projects," "predicts," "plans," "proposed," "targets," "intends," "believes," "will," "may," "could," "is likely to" and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon our expectations and beliefs and various assumptions. There can be no assurance that we will realize our expectations or that our beliefs will prove correct.

Numerous factors, many of which are beyond the Company's control, could cause actual results to differ materially from any that may be expressed herein as forward-looking statements in this Report. These risk factors include the impact of the macroeconomic environment in both the U.S. and internationally on our business segments and expectations regarding growth of the mattress industry; changes in economic conditions, including inflationary trends in the price of raw materials; uncertainties arising from global events (including the Russia-Ukraine conflict), natural disasters or pandemics including COVID-19 and their impact on raw material prices, labor costs and other employment-related costs; loss of suppliers and disruptions in the supply of raw materials; competition in our industry; the effects of strategic investments on our operations, including our efforts to expand our global market share and actions taken to increase sales growth; the ability to develop and successfully launch new products; the ability to realize all synergies and benefits of acquisitions; our reliance on information technology and the associated risks involving potential security lapses and/or cyber-based attacks; deterioration in labor relations; the possibility of exposure of product liability and premises liability claims; our ability to protect our intellectual property; disruptions to the implementation of our strategic priorities and business plan caused by changes in our executive management team; changes in interest rates; effects of changes in foreign exchange rates on our reported earnings; expectations regarding our target leverage and our share repurchase program; compliance with regulatory requirements and the possible exposure to liability for failures to comply with these requirements; the outcome of pending tax audits or other tax, regulatory or investigation proceedings and pending litigation; changes in foreign tax rates and changes in tax laws generally, including the ability to utilize tax loss carryforwards; and our capital structure and debt level, including our ability to meet financial obligations and continue to comply with the terms and financial ratio covenants of our credit facilities.

Other potential risk factors include the factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2021 (the "2021 Annual Report") and in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2022. In addition, there may be other factors that may cause our actual results to differ materially from the forward-looking statements.

All forward-looking statements attributable to us apply only as of the date of this Report and are expressly qualified in their entirety by the cautionary statements included in this Report. Except as may be required by law, we undertake no obligation to publicly update or revise any of the forward-looking statements, whether as a result of new information, future events, or otherwise.

When used in this Report, except as specifically noted otherwise, the term "Tempur Sealy International" refers to Tempur Sealy International, Inc. only, and the terms "Company," "we," "our," "ours" and "us" refer to Tempur Sealy International, Inc. and its consolidated subsidiaries. When used in this Report, the term "Tempur" may refer to Tempur-branded products and the term "Sealy" may refer to Sealy-branded products or to Sealy Corporation and its historical subsidiaries, in all cases as the context requires. In addition, when used in this Report, "2019 Credit Agreement" refers to the Company's senior credit facility entered into in 2019; "2029 Senior Notes" refers to the 4.00% senior notes due 2029 issued in 2021; "2031 Senior Notes" refers to the 3.875% senior notes due 2031 issued in 2021.

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						Page
Special Note Regarding Forward-Looking Statements						2
PART I. FINANCIAL INFORMATION
ITEM 1.			Financial Statements
			Condensed Consolidated Statements of Income			4
			Condensed Consolidated Statements of Comprehensive Income			5
			Condensed Consolidated Balance Sheets			6
			Condensed Consolidated Statements of Stockholders' (Deficit) Equity			7
			Condensed Consolidated Statements of Cash Flows			9
			Notes to Condensed Consolidated Financial Statements			10
ITEM 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			21
ITEM 3.			Quantitative and Qualitative Disclosures About Market Risk			35
ITEM 4.			Controls and Procedures			35
PART II. OTHER INFORMATION
ITEM 1.			Legal Proceedings			35
ITEM 1A.			Risk Factors			36
ITEM 2.			Unregistered Sales of Equity Securities and Use of Proceeds			36
ITEM 3.			Defaults upon Senior Securities			36
ITEM 4.			Mine Safety Disclosures			36
ITEM 5.			Other Information			36
ITEM 6.			Exhibits			37
Signatures						38

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PART I.     FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

($ in millions, except per common share amounts)

(unaudited)

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2022						2021						2022						2021
Net sales			$	1,283.3					$	1,358.3					$	3,733.8					$	3,571.2
Cost of sales			742.2						781.2						2,173.4						2,017.0
Gross profit			541.1						577.1						1,560.4						1,554.2
Selling and marketing expenses			248.3						243.8						744.7						658.3
General, administrative and other expenses			96.7						90.3						296.6						254.9
Equity income in earnings of unconsolidated affiliates			(4.9)						(6.8)						(14.4)						(20.5)
Operating income			201.0						249.8						533.5						661.5
Other expense, net:
Interest expense, net			26.8						13.5						71.4						45.8
Loss on extinguishment of debt			—						—						—						23.0
Other (income) expense, net			(0.9)						0.1						(1.5)						(0.3)
Total other expense, net			25.9						13.6						69.9						68.5
Income from continuing operations before income taxes			175.1						236.2						463.6						593.0
Income tax provision			(41.1)						(58.7)						(107.5)						(143.9)
Income from continuing operations			134.0						177.5						356.1						449.1
Loss from discontinued operations, net of tax			(0.8)						(0.1)						(0.8)						(0.6)
Net income before non-controlling interests			133.2						177.4						355.3						448.5
Less: Net income (loss) attributable to non-controlling interests			0.5						—						1.3						(0.2)
Net income attributable to Tempur Sealy International, Inc.			$	132.7					$	177.4					$	354.0					$	448.7
Earnings per common share:
Basic
Earnings per share for continuing operations			$	0.78					$	0.91					$	2.01					$	2.26
Loss per share for discontinued operations			(0.01)						—						—						—
Earnings per share			$	0.77					$	0.91					$	2.01					$	2.26
Diluted
Earnings per share for continuing operations			$	0.75					$	0.87					$	1.95					$	2.18
Loss per share for discontinued operations			—						—						—						—
Earnings per share			$	0.75					$	0.87					$	1.95					$	2.18
Weighted average common shares outstanding:
Basic			171.9						195.8						176.2						198.9
Diluted			177.0						203.4						181.5						205.9

See accompanying Notes to Condensed Consolidated Financial Statements. 

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TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

($ in millions)

(unaudited)

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2022						2021						2022						2021
Net income before non-controlling interests			$	133.2					$	177.4					$	355.3					$	448.5
Other comprehensive income, net of tax:
Foreign currency translation adjustments			(64.8)						(29.9)						(140.1)						(34.0)
Other comprehensive loss, net of tax			(64.8)						(29.9)						(140.1)						(34.0)
Comprehensive income			68.4						147.5						215.2						414.5
Less: Comprehensive income (loss) attributable to non-controlling interests			0.5						—						1.3						(0.2)
Comprehensive income attributable to Tempur Sealy International, Inc.			$	67.9					$	147.5					$	213.9					$	414.7

 

See accompanying Notes to Condensed Consolidated Financial Statements.

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TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

($ in millions)

			September 30, 2022						December 31, 2021
ASSETS			(Unaudited)
Current Assets:
Cash and cash equivalents			$	94.1					$	300.7
Accounts receivable, net			488.2						419.5
Inventories			599.0						463.9
Prepaid expenses and other current assets			95.1						91.5
Total Current Assets			1,276.4						1,275.6
Property, plant and equipment, net			727.3						583.5
Goodwill			1,032.3						1,107.4
Other intangible assets, net			708.9						750.9
Operating lease right-of-use assets			490.0						480.6
Deferred income taxes			11.8						13.6
Other non-current assets			105.0						111.8
Total Assets			$	4,351.7					$	4,323.4
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current Liabilities:
Accounts payable			$	440.2					$	432.0
Accrued expenses and other current liabilities			545.8						558.5
Current portion of long-term debt			71.8						53.0
Income taxes payable			20.1						9.9
Total Current Liabilities			1,077.9						1,053.4
Long-term debt, net			2,731.4						2,278.5
Long-term operating lease obligations			440.7						427.0
Deferred income taxes			112.7						129.2
Other non-current liabilities			132.3						140.3
Total Liabilities			4,495.0						4,028.4
Redeemable non-controlling interest			9.3						9.2
Total Stockholders' (Deficit) Equity			(152.6)						285.8
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders' (Deficit) Equity			$	4,351.7					$	4,323.4

 

See accompanying Notes to Condensed Consolidated Financial Statements. 

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TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY

($ in millions)

(unaudited)

Three Months Ended September 30, 2022

									Tempur Sealy International, Inc. Stockholders' (Deficit) Equity
			Redeemable Non-controlling Interest						Common Stock												Treasury Stock																								Accumulated Other Comprehensive Loss												Total Stockholders' (Deficit) Equity
									Shares Issued						At Par						Shares Issued						At Cost						Additional Paid in Capital						Retained Earnings
Balance as of June 30, 2022			$	9.0					283.8						$	2.8					111.4						$	(3,381.3)					$	573.6					$	2,789.5					$	(174.5)											$	(189.9)
Net income																																							132.7																		132.7
Net income attributable to non-controlling interest			0.5																																																						—
Dividend paid to non-controlling interest in subsidiary			(0.2)																																																						—
Foreign currency adjustments, net of tax																																													(64.8)												(64.8)
Exercise of stock options																					—						0.3						(0.2)																								0.1
Dividends declared on common stock ($0.10 per share)																																							(17.8)																		(17.8)
Issuances of PRSUs, RSUs, and DSUs																					—						0.4						(0.4)																								—
Treasury stock repurchased																					1.0						(25.0)																														(25.0)
Treasury stock repurchased - PRSU/RSU releases																					—						(0.2)																														(0.2)
Amortization of unearned stock-based compensation																																	12.3																								12.3
Balance, September 30, 2022			$	9.3					283.8						$	2.8					112.4						$	(3,405.8)					$	585.3					$	2,904.4					$	(239.3)											$	(152.6)

Three Months Ended September 30, 2021

									Tempur Sealy International, Inc. Stockholders' Equity
			Redeemable Non-controlling Interest						Common Stock												Treasury Stock																								Accumulated Other Comprehensive Loss												Total Stockholders' Equity
									Shares Issued						At Par						Shares Issued						At Cost						Additional Paid in Capital						Retained Earnings
Balance as of June 30, 2021			$	8.5					283.8						$	2.8					87.3						$	(2,416.6)					$	597.1					$	2,287.9					$	(69.6)											$	401.6
Net income																																							177.4																		177.4
Net loss attributable to non-controlling interests			—																																																						—
Foreign currency adjustments, net of tax																																													(29.9)												(29.9)
Exercise of stock options																					(0.4)						10.7						(4.8)																								5.9
Dividends declared on common stock ($0.09 per share)																																							(18.3)																		(18.3)
Issuances of PRSUs, RSUs, and DSUs																					—						0.4						(0.4)																								—
Treasury stock repurchased																					4.1						(190.0)																														(190.0)
Treasury stock repurchased - PRSU/RSU releases																					—						(0.3)																														(0.3)
Amortization of unearned stock-based compensation																																	16.1																								16.1
Balance, September 30, 2021			$	8.5					283.8						$	2.8					91.0						$	(2,595.8)					$	608.0					$	2,447.0					$	(99.5)											$	362.5

See accompanying Notes to Condensed Consolidated Financial Statements.

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TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY (CONTINUED)

($ in millions)

(unaudited)

Nine Months Ended September 30, 2022

									Tempur Sealy International, Inc. Stockholders' Equity (Deficit)
			Redeemable Non-controlling Interest						Common Stock												Treasury Stock																								Accumulated Other Comprehensive Loss						Total Stockholders' Equity (Deficit)
									Shares Issued						At Par						Shares Issued						At Cost						Additional Paid in Capital						Retained Earnings
Balance as of December 31, 2021			$	9.2					283.8						$	2.8					96.4						$	(2,844.7)					$	622.0					$	2,604.9					$	(99.2)					$	285.8
Net income																																							354.0												354.0
Net income attributable to non-controlling interests			1.3																																																—
Dividend paid to non-controlling interest in subsidiary			(1.2)																																																—
Foreign currency adjustments, net of tax																																													(140.1)						(140.1)
Exercise of stock options																					—						0.7						(0.4)																		0.3
Dividends declared on common stock ($0.30 per share)																																							(54.5)												(54.5)
Issuances of RSUs																					(2.6)						75.4						(75.4)																		—
Treasury stock repurchased																					17.6						(591.2)																								(591.2)
Treasury stock repurchased - PRSU/RSU/DSU releases																					1.0						(46.0)																								(46.0)
Amortization of unearned stock-based compensation																																	39.1																		39.1
Balance, September 30, 2022			$	9.3					283.8						$	2.8					112.4						$	(3,405.8)					$	585.3					$	2,904.4					$	(239.3)					$	(152.6)

Nine Months Ended September 30, 2021

									Tempur Sealy International, Inc. Stockholders' Equity
			Redeemable Non-controlling Interest						Common Stock												Treasury Stock																								Accumulated Other Comprehensive Loss						Non-controlling Interest in Subsidiaries						Total Stockholders' Equity
									Shares Issued						At Par						Shares Issued						At Cost						Additional Paid in Capital						Retained Earnings
Balance as of December 31, 2020			$	8.9					283.8						$	2.8					78.9						$	(2,096.8)					$	617.5					$	2,045.6					$	(65.5)					$	1.0					$	504.6
Net income																																							448.7																		448.7
Net (loss) income attributable to non-controlling interests			(0.4)																																																0.2						0.2
Purchase of remaining interest in subsidiary																																	(3.4)																		(1.2)						(4.6)
Foreign currency adjustments, net of tax																																													(34.0)												(34.0)
Exercise of stock options																					(0.9)						25.0						(10.6)																								14.4
Dividends declared on common stock ($0.23 per share)																																							(47.3)																		(47.3)
Issuances of PRSUs, RSUs, and DSUs																					(1.6)						41.8						(41.8)																								—
Treasury stock repurchased																					14.1						(551.4)																														(551.4)
Treasury stock repurchased - PRSU/RSU/DSU releases																					0.5						(14.4)																														(14.4)
Amortization of unearned stock-based compensation																																	46.3																								46.3
Balance, September 30, 2021			$	8.5					283.8						$	2.8					91.0						$	(2,595.8)					$	608.0					$	2,447.0					$	(99.5)					$	—					$	362.5

See accompanying Notes to Condensed Consolidated Financial Statements.

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TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in millions) (unaudited)

			Nine Months Ended
			September 30,
			2022						2021
CASH FLOWS FROM OPERATING ACTIVITIES FROM CONTINUING OPERATIONS:
Net income before non-controlling interests			$	355.3					$	448.5
Loss from discontinued operations, net of tax			0.8						0.6
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
Depreciation and amortization			93.3						82.5
Amortization of stock-based compensation			39.1						46.3
Amortization of deferred financing costs			2.9						1.9
Bad debt expense			5.2						2.4
Deferred income taxes			(9.9)						2.0
Dividends received from unconsolidated affiliates			20.8						18.2
Equity income in earnings of unconsolidated affiliates			(14.4)						(20.5)
Loss on extinguishment of debt			—						3.0
Foreign currency adjustments and other			(1.6)						1.0
Changes in operating assets and liabilities, net of effect of business acquisitions			(208.0)						11.6
Net cash provided by operating activities from continuing operations			283.5						597.5
CASH FLOWS FROM INVESTING ACTIVITIES FROM CONTINUING OPERATIONS:
Purchases of property, plant and equipment			(216.0)						(82.1)
Acquisitions, net of cash acquired			—						(426.0)
Other			(8.8)						0.1
Net cash used in investing activities from continuing operations			(224.8)						(508.0)
CASH FLOWS FROM FINANCING ACTIVITIES FROM CONTINUING OPERATIONS:
Proceeds from borrowings under long-term debt obligations			1,904.3						3,664.2
Repayments of borrowings under long-term debt obligations			(1,435.5)						(2,675.8)
Proceeds from exercise of stock options			0.3						14.4
Treasury stock repurchased			(637.2)						(565.8)
Dividends paid			(53.4)						(45.8)
Payments of deferred financing costs			—						(25.3)
Repayments of finance lease obligations and other			(12.6)						(9.5)
Net cash (used in) provided by financing activities from continuing operations			(234.1)						356.4
Net cash (used in) provided by continuing operations			(175.4)						445.9
Net operating cash flows used in discontinued operations			(0.8)						(0.8)
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS			(30.4)						(6.8)
(Decrease) increase in cash and cash equivalents			(206.6)						438.3
CASH AND CASH EQUIVALENTS, beginning of period			300.7						65.0
CASH AND CASH EQUIVALENTS, end of period			$	94.1					$	503.3
Supplemental cash flow information:
Cash paid during the period for:
Interest			$	57.0					$	32.8
Income taxes, net of refunds			$	105.0					$	115.0

See accompanying Notes to Condensed Consolidated Financial Statements.

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TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited)

(1) Summary of Significant Accounting Policies

 

(a) Basis of Presentation and Description of Business. Tempur Sealy International, Inc., a Delaware corporation, together with its subsidiaries, is a U.S. based, multinational company. The term "Tempur Sealy International" refers to Tempur Sealy International, Inc. only, and the term "Company" refers to Tempur Sealy International, Inc. and its consolidated subsidiaries.

The Company designs, manufactures and distributes bedding products, which include mattresses, foundations and adjustable bases, and other products, which include pillows and other accessories. The Company also derives income from royalties by licensing Sealy® and Stearns & Foster® brands, technology and trademarks to other manufacturers. The Company sells its products through two sales channels: Wholesale and Direct.

The Company has ownership interests in Asia-Pacific joint ventures to develop markets for Sealy® and Stearns & Foster® branded products and ownership in a United Kingdom joint venture to manufacture, market, and distribute Sealy® and Stearns & Foster® branded products. The Company's ownership interests in each of these joint ventures is 50.0%. The equity method of accounting is used for these joint ventures, over which the Company has significant influence but does not have control, and consolidation is not otherwise required. The Company's equity in the net income and losses of these investments is reported in equity income in earnings of unconsolidated affiliates in the accompanying Condensed Consolidated Statements of Income.

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and include all of the information and disclosures required by generally accepted accounting principles in the United States ("GAAP") for interim financial reporting. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements of the Company and related footnotes for the year ended December 31, 2021, included in the 2021 Annual Report filed with the Securities and Exchange Commission on February 22, 2022.

 

The results of operations for the interim periods are not necessarily indicative of results of operations for a full year. It is the opinion of management that all necessary adjustments for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein.

(b) Inventories. Inventories are stated at the lower of cost and net realizable value, determined by the first-in, first-out method, and consist of the following:

			September 30,						December 31,
(in millions)			2022						2021
Finished goods			$	406.3					$	297.8
Work-in-process			22.4						11.4
Raw materials and supplies			170.3						154.7
			$	599.0					$	463.9

(c) Warranties. The Company provides warranties on certain products, which vary by segment, product and brand. Estimates of warranty expenses are based primarily on historical claims experience and product testing. Estimated future obligations related to these products are charged to cost of sales in the period in which the related revenue is recognized. The Company considers the impact of recoverable salvage value on warranty costs in determining its estimate of future warranty obligations.

The Company provides warranties on mattresses with varying warranty terms. Tempur-Pedic mattresses sold in the North America segment and all Sealy mattresses have warranty terms ranging from 10 to 25 years, generally non-prorated for the first 10 to 15 years and then prorated for the balance of the warranty term. Tempur-Pedic mattresses sold in the International segment have warranty terms ranging from 5 to 15 years, non-prorated for the first 5 years and then prorated on a straight-line basis for the last 10 years of the warranty term. Tempur-Pedic pillows have a warranty term of 3 years, non-prorated.

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TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)

The Company had the following activity for its accrued warranty expense from December 31, 2021 to September 30, 2022:

(in millions)
Balance as of December 31, 2021			$	43.9
Amounts accrued			13.1
Warranties charged to accrual			(14.4)
Balance as of September 30, 2022			$	42.6

As of September 30, 2022 and December 31, 2021, $18.6 million and $20.2 million of accrued warranty expense is included as a component of accrued expenses and other current liabilities and $24.0 million and $23.7 million of accrued warranty expense is included in other non-current liabilities on the Company's accompanying Condensed Consolidated Balance Sheets, respectively.

(d) Allowance for Credit Losses. The allowance for credit losses is the Company's best estimate of the amount of expected lifetime credit losses in the Company's accounts receivable. The Company regularly reviews the adequacy of its allowance for credit losses. The Company estimates losses over the contractual life using assumptions to capture the risk of loss, even if remote, based principally on how long a receivable has been outstanding. As of September 30, 2022, the Company's accounts receivable were substantially current. Other factors considered include historical write-off experience, current economic conditions and also factors such as customer credit, past transaction history with the customer and changes in customer payment terms. Account balances are charged off against the allowance for credit losses after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. The allowance for credit losses is included in accounts receivable, net in the accompanying Condensed Consolidated Balance Sheets.

The Company had the following activity for its allowance for credit losses from December 31, 2021 to September 30, 2022:

(in millions)
Balance as of December 31, 2021						$	62.1
Amounts accrued						5.2
Write-offs charged against the allowance						(5.1)
Balance as of September 30, 2022						$	62.2

(e) Fair Value. Financial instruments, although not recorded at fair value on a recurring basis, include cash and cash equivalents, accounts receivable, accounts payable and the Company's debt obligations. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short-term maturity of those instruments. Borrowings under the 2019 Credit Agreement and the securitized debt are at variable interest rates and accordingly their carrying amounts approximate fair value. The fair value of the following material financial instruments were based on Level 2 inputs, which include observable inputs estimated using discounted cash flows and market-based expectations for interest rates, credit risk and the contractual terms of debt instruments. The fair values of these material financial instruments are as follows:

						Fair Value
(in millions)						September 30, 2022						December 31, 2021
2029 Senior Notes						$	633.8					$	816.9
2031 Senior Notes						$	584.8					$	803.7

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TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)

(2) Net Sales     

The following table presents the Company's disaggregated revenue by channel, product and geographical region, including a reconciliation of disaggregated revenue by segment, for the three months ended September 30, 2022 and 2021:

			Three Months Ended September 30, 2022																		Three Months Ended September 30, 2021
(in millions)			North America						International						Consolidated						North America						International						Consolidated
Channel
Wholesale			$	918.1					$	85.1					$	1,003.2					$	991.2					$	108.0					$	1,099.2
Direct			139.6						140.5						280.1						128.8						130.3						259.1
Net sales			$	1,057.7					$	225.6					$	1,283.3					$	1,120.0					$	238.3					$	1,358.3
			North America						International						Consolidated						North America						International						Consolidated
Product
Bedding			$	986.7					$	185.9					$	1,172.6					$	1,047.1					$	197.4					$	1,244.5
Other			71.0						39.7						110.7						72.9						40.9						113.8
Net sales			$	1,057.7					$	225.6					$	1,283.3					$	1,120.0					$	238.3					$	1,358.3
			North America						International						Consolidated						North America						International						Consolidated
Geographical region
United States			$	982.6					$	—					$	982.6					$	1,018.8					$	—					$	1,018.8
All Other			75.1						225.6						300.7						101.2						238.3						339.5
Net sales			$	1,057.7					$	225.6					$	1,283.3					$	1,120.0					$	238.3					$	1,358.3

The following table presents the Company's disaggregated revenue by channel, product and geographical region, including a reconciliation of disaggregated revenue by segment, for the nine months ended September 30, 2022 and 2021:

			Nine Months Ended September 30, 2022																		Nine Months Ended September 30, 2021
(in millions)			North America						International						Consolidated						North America						International						Consolidated
Channel
Wholesale			$	2,577.2					$	289.2					$	2,866.4					$	2,647.5					$	338.5					$	2,986.0
Direct			376.6						490.8						867.4						369.6						215.6						585.2
Net sales			$	2,953.8					$	780.0					$	3,733.8					$	3,017.1					$	554.1					$	3,571.2
			North America						International						Consolidated						North America						International						Consolidated
Product
Bedding			$	2,760.7					$	647.5					$	3,408.2					$	2,839.9					$	438.0					$	3,277.9
Other			193.1						132.5						325.6						177.2						116.1						293.3
Net sales			$	2,953.8					$	780.0					$	3,733.8					$	3,017.1					$	554.1					$	3,571.2
			North America						International						Consolidated						North America						International						Consolidated
Geographical region
United States			$	2,737.2					$	—					$	2,737.2					$	2,783.6					$	—					$	2,783.6
All Other			216.6						780.0						996.6						233.5						554.1						787.6
Net sales			$	2,953.8					$	780.0					$	3,733.8					$	3,017.1					$	554.1					$	3,571.2

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TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)

(3) Acquisitions

Acquisition of Dreams Topco Limited

On August 2, 2021, the Company completed the acquisition of Dreams Topco Limited and its direct and indirect subsidiaries ("Dreams"), for a cash purchase price of $476.7 million, which includes $49.5 million of cash acquired. The transaction was funded using cash on hand and bank financing. Dreams has developed a successful multi-channel sales strategy, with over 200 brick and mortar retail locations in the United Kingdom, an industry-leading online channel, as well as manufacturing and delivery assets.

The financial results of Dreams subsequent to the date of acquisition are included in the consolidated financial statements of the Company. The Company accounted for this transaction as a business combination. The final allocation of the purchase price is based on the fair values of the assets acquired and liabilities assumed as of August 2, 2021, which included the following:

(in millions)
Accounts receivable, net			$	3.5
Inventory			51.2
Property, plant and equipment			33.9
Goodwill			357.1
Indefinite-lived intangible asset			141.9
Operating lease right-of-use assets			158.2
Other current and non-current assets			4.4
Accounts payable			(55.2)
Accrued expenses and other current liabilities			(69.7)
Operating lease liabilities			(165.1)
Debt			(6.1)
Other liabilities			(26.9)
Purchase price, net of cash acquired			$	427.2

The indefinite-lived intangible asset represents the Dreams' portfolio of trade names as marketed through Dreams. The Company applied the income approach through a relief from royalty method to fair value the trade name asset using Level 2 inputs. The indefinite-lived intangible asset is not deductible for income tax purposes.

Goodwill is calculated as the excess of the purchase price over the net assets acquired and primarily represents the expansion of retail competency and online capabilities, and expected synergistic manufacturing and distribution benefits to be realized from the acquisition. The goodwill is not deductible for income tax purposes and is included within the International business segment.

(4) Goodwill

The following summarizes changes to the Company's goodwill, by segment:

(in millions)			North America						International						Consolidated
Balance as of December 31, 2021			$	611.5					$	495.9					$	1,107.4
Foreign currency translation and other			(5.6)						(69.5)						(75.1)
Balance as of September 30, 2022			$	605.9					$	426.4					$	1,032.3

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)

(5) Debt

Debt for the Company consists of the following:

			September 30, 2022												December 31, 2021
(in millions, except percentages)			Amount						Rate						Amount						Rate						Maturity Date
2019 Credit Agreement:
Term A Facility			$	647.8					(1)						$	675.0					(2)						October 16, 2024
Revolver			299.0						(1)						—						(2)						October 16, 2024
2031 Senior Notes			800.0						3.875%						800.0						3.875%						October 15, 2031
2029 Senior Notes			800.0						4.000%						800.0						4.000%						April 15, 2029
Securitized debt			169.2						(3)						—						(3)						April 6, 2023
Finance lease obligations (4)			78.6												75.2												Various
Other			30.1												3.0												Various
Total debt			2,824.7												2,353.2
Less: Deferred financing costs			21.5												21.7
Total debt, net			2,803.2												2,331.5
Less: Current portion			71.8												53.0
Total long-term debt, net			$	2,731.4											$	2,278.5

(1)			Interest at LIBOR plus applicable margin of 1.250% as of September 30, 2022.
(2)			Interest at LIBOR plus applicable margin of 1.250% as of December 31, 2021.
(3)			Interest at one month LIBOR index plus 70 basis points.
(4)			New finance lease obligations are a non-cash financing activity.

As of September 30, 2022, the Company was in compliance with all applicable debt covenants.

2019 Credit Agreement

On October 16, 2019, the Company entered into the 2019 Credit Agreement with a syndicate of banks. The 2019 Credit Agreement provided for a $425.0 million revolving credit facility, a $425.0 million term loan facility, and an incremental facility in an aggregate amount of up to $550.0 million plus the amount of certain prepayments plus an additional unlimited amount subject to compliance with a maximum consolidated secured leverage ratio test. The 2019 Credit Agreement has a $60.0 million sub-facility for the issuance of letters of credit.

On February 2, 2021, the Company entered into an amendment to the 2019 Credit Agreement. The amendment increased the revolving credit facility from $425.0 million to $725.0 million. On May 26, 2021, the Company entered into an additional amendment to the 2019 Credit Agreement. The amendment provided for a $300.0 million delayed draw term loan. On July 30, 2021, the Company drew down the full $300.0 million available under the delayed draw term loan to fund, in part, the Dreams acquisition. The delayed draw term loan had the same terms and conditions as the Company's existing term loans under the 2019 Credit Agreement. On September 21, 2021, the Company entered into an additional amendment to the 2019 Credit Agreement to remove the limit to the amount of netted cash that may be deducted from indebtedness for purposes of calculating certain leverage ratios.

The Company had $299.0 million in outstanding borrowings under its revolving credit facility as of September 30, 2022. Total remaining availability under the revolving credit facility was $425.4 million after a $0.6 million reduction for outstanding letters of credit as of September 30, 2022.

Securitized Debt

The Company and certain of its subsidiaries are party to a securitization transaction with respect to certain accounts receivable due to the Company and certain of its subsidiaries (as amended, the "Accounts Receivable Securitization"). On April 6, 2021, the Company and certain of its subsidiaries entered into a new amendment to the Accounts Receivable Securitization. The amendment, among other things, extended the maturity date of the Accounts Receivable Securitization to April 6, 2023 and increased the overall limit from $120.0 million to $200.0 million. While subject to a $200.0 million overall limit, the availability of revolving loans varies over the course of the year based on the seasonality of the Company's accounts receivable. As of September 30, 2022, the Company had fully drawn down the Accounts Receivable Securitization with borrowings of $169.2 million.

(6) Stockholders' Equity

 

(a) Treasury Stock. As of September 30, 2022, the Company had approximately $809.5 million remaining under its share repurchase authorization. The Company repurchased 1.0 million and 4.1 million shares, under the program, for approximately $25.0 million and $190.0 million during the three months ended September 30, 2022 and 2021, respectively. The Company repurchased 17.6 million and 14.1 million shares, under the program, for approximately $591.2 million and $551.4 million during the nine months ended September 30, 2022 and 2021, respectively.

In addition, the Company acquired shares upon the vesting of certain restricted stock units ("RSUs") and performance restricted stock units ("PRSUs"), which were withheld to satisfy tax withholding obligations during each of the three and nine months ended September 30, 2022 and 2021. The shares withheld were valued at the closing price of the stock on the New York Stock Exchange on the vesting date or first business day prior to vesting, resulting in approximately $0.2 million and $0.3 million in treasury stock acquired during the three months ended September 30, 2022 and 2021, respectively. The Company acquired approximately $46.0 million and $14.4 million in treasury stock during the nine months ended September 30, 2022 and 2021, respectively.

(b) AOCL. AOCL consisted of the following:

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
(in millions)			2022						2021						2022						2021
Foreign Currency Translation
Balance at beginning of period			$	(170.5)					$	(62.7)					$	(95.2)					$	(58.6)
Other comprehensive loss:
Foreign currency translation adjustments (1)			(64.8)						(29.9)						(140.1)						(34.0)
Balance at end of period			$	(235.3)					$	(92.6)					$	(235.3)					$	(92.6)
Pensions
Balance at beginning of period			$	(4.0)					$	(6.9)					$	(4.0)					$	(6.9)
Other comprehensive loss:
Net change from period revaluations			—						—						—						—
Balance at end of period			$	(4.0)					$	(6.9)					$	(4.0)					$	(6.9)

(1)			In 2022 and 2021, there were no tax impacts related to foreign currency translation adjustments and no amounts were reclassified to earnings.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)

(7) Other Items

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following:

(in millions)			September 30, 2022						December 31, 2021
Operating lease obligations			$	100.6					$	101.7
Wages and benefits			76.8						112.2
Advertising			71.7						72.3
Unearned revenue			63.3						51.5
Other			233.4						220.8
			$	545.8					$	558.5

(8) Stock-Based Compensation

The Company's stock-based compensation expense for the three and nine months ended September 30, 2022 and 2021 included PRSUs, non-qualified stock options, RSUs and deferred stock units ("DSUs"). A summary of the Company's stock-based compensation expense is presented in the following table:

			Three Months Ended September 30,												Nine Months Ended September 30,
(in millions)			2022						2021						2022						2021
PRSU expense			$	6.4					$	10.3					$	22.6					$	29.6
Option expense			0.5						0.4						0.5						1.2
RSU/DSU expense			5.4						5.4						16.0						15.5
Total stock-based compensation expense			$	12.3					$	16.1					$	39.1					$	46.3

The Company grants PRSUs to executive officers and certain members of management. Actual payout under the PRSUs is dependent upon the achievement of certain financial goals. During the first quarter of 2022, the Company granted PRSUs as a component of the long-term incentive plan ("2022 PRSUs"). The Company has recorded stock-based compensation expense related to the 2022 PRSUs during the three and nine months ended September 30, 2022, as it was probable that the Company would achieve the specified performance target for the performance period.

(9) Commitments and Contingencies

 

The Company is involved in various legal and administrative proceedings incidental to the operations of its business. The Company believes that the outcome of all such pending proceedings in the aggregate will not have a material adverse effect on its business, financial condition, liquidity or operating results.

(10) Income Taxes

The Company's effective tax rate for the three months ended September 30, 2022 and 2021 was 23.5% and 24.9%, respectively. The Company's effective tax rate for the nine months ended September 30, 2022 and 2021 was 23.2% and 24.3%, respectively. The Company's effective tax rate for the three and nine months ended September 30, 2022 and 2021 differed from the U.S. federal statutory rate of 21.0% principally due to subpart F income (i.e., global intangible low-taxed income, or "GILTI," earned by the Company's foreign subsidiaries), foreign income tax rate differentials, state and local taxes, changes in the Company's uncertain tax positions, the excess tax benefit related to stock-based compensation and certain other permanent items.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which includes a minimum tax equal to 15% of the adjusted financial statement income of certain corporations, as well as a 1% excise tax on share buybacks, effective for the Company beginning January 1, 2023. When effective, it is possible that the minimum tax could result in an additional tax liability over the regular federal corporate tax liability in a given year based on differences between book and taxable income (including as a result of temporary differences). Given its recent pronouncement, it is unclear at this time what, if any, impact the Inflation Reduction Act of 2022 will have on the Company's tax rate and financial results. We will continue to evaluate its impact as further information becomes available.

The Company has been involved in a dispute with the Danish Tax Authority ("SKAT") regarding the royalty paid by a U.S. subsidiary of Tempur Sealy International to a Danish subsidiary (the "Danish Tax Matter") for tax years 2012 through current. The royalty is paid by the U.S. subsidiary for the right to utilize certain intangible assets owned by the Danish subsidiary in the U.S. production process.

The uncertain income tax liability for the Danish Tax Matter for the years 2012 through 2022 (the "2012 to Current Period") at September 30, 2022 and December 31, 2021 is approximately $46.1 million and $50.1 million, respectively, and is reflected in the Company's Condensed Consolidated Balance Sheet in other non-current liabilities.

The deferred tax asset for the U.S. correlative benefit associated with the accrual of Danish tax for the 2012 to Current Period at September 30, 2022 and December 31, 2021 is approximately $19.1 million and $15.5 million, respectively.

As of September 30, 2022, the Company had made the following tax deposits related to assessments received by SKAT for the Danish Tax Matter for the years 2012 through 2015, which are reflected in the Company's Condensed Consolidated Balance Sheet in other non-current assets:

(in millions)			USD
VAT deposits remaining with SKAT			$	1.3
Deposit payments made through December 31, 2021			40.6
Total			$	41.9

No deposit payments were made in the three or nine months ended September 30, 2022.

If the Company is not successful in resolving the Danish Tax Matter for the 2012 to Current Period or there is a change in facts and circumstances, the Company may be required to further increase its uncertain income tax position associated with this matter, or decrease its deferred tax asset, also related to this matter, which could have a material impact on the Company's reported earnings.

There were no other significant changes in the Danish Tax Matter or other uncertain tax positions during the nine months ended September 30, 2022.

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(11) Earnings Per Common Share

The following table sets forth the components of the numerator and denominator for the computation of basic and diluted earnings per share for net income attributable to Tempur Sealy International:

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
(in millions, except per common share amounts)			2022						2021						2022						2021
Numerator:
Net income from continuing operations, net of income attributable to non-controlling interests			$	133.5					$	177.5					$	354.8					$	449.3
Denominator:
Denominator for basic earnings per common share-weighted average shares			171.9						195.8						176.2						198.9
Effect of dilutive securities			5.1						7.6						5.3						7.0
Denominator for diluted earnings per common share-adjusted weighted average shares			177.0						203.4						181.5						205.9
Basic earnings per common share			$	0.78					$	0.91					$	2.01					$	2.26
Diluted earnings per common share			$	0.75					$	0.87					$	1.95					$	2.18

The Company excluded 1.5 million and 0.8 million shares from the diluted earnings per common share computation because their exercise price was greater than the average market price of Tempur Sealy International's common stock or they were otherwise anti-dilutive for the three and nine months ended September 30, 2022. The Company excluded an immaterial number of shares for the three and nine months ended September 30, 2021. Holders of non-vested stock-based compensation awards do not have voting rights but do participate in dividends declared upon the award vesting.

(12) Business Segment Information

 

The Company operates in two segments: North America and International. These segments are strategic business units that are managed separately based on geography. The North America segment consists of manufacturing and distribution subsidiaries, joint ventures and licensees located in the U.S., Canada and Mexico. The International segment consists of manufacturing and distribution subsidiaries, joint ventures and licensees located in Europe, Asia-Pacific and Latin America (other than Mexico). On August 2, 2021, the Company acquired Dreams, which is included in the International segment. Corporate operating expenses are not included in either of the segments and are presented separately as a reconciling item to consolidated results. The Company evaluates segment performance based on net sales, gross profit and operating income.

The Company's North America and International segment assets include investments in subsidiaries that are appropriately eliminated in the Company's accompanying Condensed Consolidated Financial Statements. The remaining inter-segment eliminations are comprised of intercompany accounts receivable and payable.

The following table summarizes total assets by segment:

(in millions)			September 30, 2022						December 31, 2021
North America			$	5,010.3					$	4,360.6
International			1,092.0						1,305.9
Corporate			824.7						730.9
Inter-segment eliminations			(2,575.3)						(2,074.0)
Total assets			$	4,351.7					$	4,323.4

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)

 The following table summarizes property, plant and equipment, net, by segment:

(in millions)			September 30, 2022						December 31, 2021
North America			$	619.7					$	449.9
International			75.4						82.3
Corporate			32.2						51.3
Total property, plant and equipment, net			$	727.3					$	583.5

     

The following table summarizes operating lease right-of-use assets by segment:

(in millions)			September 30, 2022						December 31, 2021
North America			$	336.7					$	280.6
International			149.1						199.0
Corporate			4.2						1.0
Total operating lease right-of-use assets			$	490.0					$	480.6

The following table summarizes segment information for the three months ended September 30, 2022:

(in millions)			North America						International						Corporate						Eliminations						Consolidated
Net sales			$	1,057.7					$	225.6					$	—					$	—					$	1,283.3
Inter-segment sales			$	0.5					$	0.2					$	—					$	(0.7)					$	—
Inter-segment royalty expense (income)			3.4						(3.4)						—						—						—
Gross profit			420.7						120.4						—						—						541.1
Operating income (loss)			205.0						32.6						(36.6)						—						201.0
Income (loss) from continuing operations before income taxes			203.0						33.9						(61.8)						—						175.1
Depreciation and amortization (1)			$	24.5					$	5.8					$	14.0					$	—					$	44.3
Capital expenditures			75.3						8.5						2.0						—						85.8

(1)Depreciation and amortization includes stock-based compensation amortization expense.

The following table summarizes segment information for the three months ended September 30, 2021:

(in millions)			North America						International						Corporate						Eliminations						Consolidated
Net sales			$	1,120.0					$	238.3					$	—					$	—					$	1,358.3
Inter-segment sales			$	0.3					$	0.6					$	—					$	(0.9)					$	—
Inter-segment royalty expense (income)			2.1						(2.1)						—						—						—
Gross profit			447.1						130.0						—						—						577.1
Operating income (loss)			237.0						50.3						(37.5)						—						249.8
Income (loss) from continuing operations before income taxes			235.7						50.0						(49.5)						—						236.2
Depreciation and amortization (1)			$	22.2					$	4.9					$	18.0					$	—					$	45.1
Capital expenditures			21.3						4.1						4.1						—						29.5

(1)Depreciation and amortization includes stock-based compensation amortization expense.

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TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)

The following table summarizes segment information for the nine months ended September 30, 2022:

(in millions)			North America						International						Corporate						Eliminations						Consolidated
Net sales			$	2,953.8					$	780.0					$	—					$	—					$	3,733.8
Inter-segment sales			$	1.4					$	0.9					$	—					$	(2.3)					$	—
Inter-segment royalty expense (income)			12.8						(12.8)						—						—						—
Gross profit			1,138.9						421.5						—						—						1,560.4
Operating income (loss)			506.5						135.2						(108.2)						—						533.5
Income (loss) from continuing operations before income taxes			503.6						135.0						(175.0)						—						463.6
Depreciation and amortization (1)			$	70.7					$	17.7					$	44.1					$	—					$	132.5
Capital expenditures			188.2						23.1						4.7						—						216.0

(1)Depreciation and amortization includes stock-based compensation amortization expense.

The following table summarizes segment information for the nine months ended September 30, 2021:

(in millions)			North America						International						Corporate						Eliminations						Consolidated
Net sales			$	3,017.1					$	554.1					$	—					$	—					$	3,571.2
Inter-segment sales			$	1.5					$	0.9					$	—					$	(2.4)					$	—
Inter-segment royalty expense (income)			6.5						(6.5)						—						—						—
Gross profit			1,236.4						317.8						—						—						1,554.2
Operating income (loss)			627.8						139.9						(106.2)						—						661.5
Income (loss) from continuing operations before income taxes			625.0						138.9						(170.9)						—						593.0
Depreciation and amortization (1)			$	64.9					$	12.0					$	51.9					$	—					$	128.8
Capital expenditures			62.4						8.7						11.0						—						82.1

(1)Depreciation and amortization includes stock-based compensation amortization expense.

The following table summarizes property, plant and equipment, net by geographic region:

(in millions)			September 30, 2022						December 31, 2021
United States			$	631.6					$	481.1
All Other			95.7						102.4
Total property, plant and equipment, net			$	727.3					$	583.5

The following table summarizes operating lease right-of-use assets by geographic region:

(in millions)			September 30, 2022						December 31, 2021
United States			$	328.5					$	278.3
United Kingdom			120.0						162.8
All Other			41.5						39.5
Total operating lease right-of-use assets			$	490.0					$	480.6

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TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)

The following table summarizes net sales by geographic region:

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
(in millions)			2022						2021						2022						2021
United States			$	982.6					$	1,018.8					$	2,737.2					$	2,783.6
All Other			300.7						339.5						996.6						787.6
Total net sales			$	1,283.3					$	1,358.3					$	3,733.8					$	3,571.2

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ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the 2021 Annual Report, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in ITEM 7 of Part II of the 2021 Annual Report, and the accompanying Condensed Consolidated Financial Statements and notes thereto included in this Report. Unless otherwise noted, all of the financial information in this Report is consolidated financial information for the Company. The forward-looking statements in this discussion regarding the mattress and pillow industries, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion are subject to numerous risks and uncertainties. See "Special Note Regarding Forward-Looking Statements" elsewhere in this Report, in the 2021 Annual Report and the section titled "Risk Factors" contained in ITEM 1A of Part I of the 2021 Annual Report. Our actual results may differ materially from those contained in any forward-looking statements.

In this discussion and analysis, we discuss and explain the consolidated financial condition and results of operations for the three and nine months ended September 30, 2022, including the following topics:

•an overview of our business and strategy,

•results of operations, including our net sales and costs in the periods presented as well as changes between periods;

•expected sources of liquidity for future operations; and

•our use of certain non-GAAP financial measures.

Business Overview

General

We are committed to improving the sleep of more people, every night, all around the world. As a leading designer, manufacturer, distributor and retailer of bedding products worldwide, we know how crucial a good night of sleep is to overall health and wellness. Utilizing over a century of knowledge and industry-leading innovation, we deliver award-winning products that provide breakthrough sleep solutions to consumers in over 100 countries.

We operate in two segments: North America and International. These segments are strategic business units that are managed separately based on geography. Our North America segment consists of manufacturing and distribution subsidiaries, joint ventures and licensees located in the U.S., Canada and Mexico. Our International segment consists of manufacturing and distribution subsidiaries, joint ventures and licensees located in Europe, Asia-Pacific and Latin America (other than Mexico). On August 2, 2021, we acquired Dreams Topco Limited and its direct and indirect subsidiaries ("Dreams"). Dreams is also included in the International segment. Corporate operating expenses are not included in either of the segments and are presented separately as a reconciling item to consolidated results. We evaluate segment performance based on net sales, gross profit and operating income. For additional information refer to Note 12, "Business Segment Information," included in Part I, ITEM 1 of this Report.

Our highly recognized brands include Tempur-Pedic®, Sealy® and Stearns & Foster® and our non-branded offerings consist of value-focused private label and OEM products. Our products allow for complementary merchandising strategies and are sold through third-party retailers, our more than 650 company-owned and joint venture operated retail stores worldwide and our e-commerce channel.

Our distribution model operates through an omni-channel strategy. We distribute through two channels in each operating business segment: Wholesale and Direct. Our Wholesale channel consists of third-party retailers, including third-party distribution, hospitality and healthcare. Our Direct channel includes company-owned stores, online and call centers.

General Business and Economic Conditions

We believe the bedding industry is structured for sustained growth, driven by product innovation, sleep technology advancements, consumer confidence, housing formations and population growth. The industry is no longer engaged in uneconomical retail store expansion, startups have shifted from uneconomical strategies to becoming profitable and legacy retailers and manufacturers have become skilled in producing profitable online sales.

Over the last decade, consumers have made the connection between a good night's sleep and overall health and wellness. As consumers make this connection they are willing to invest more in their bedding purchases, which positions us well for long-term growth.

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In the near term, we continue to see impacts on global consumer behavior from macroeconomic pressures, particularly from strong inflation and a sense of economic uncertainty. While we do not have any operations in Ukraine or Russia, the war in Ukraine has affected both international and domestic markets. The war has introduced elements of risk into the supply chain and is affecting global consumer confidence. While we have taken actions that we believe have largely mitigated our broader supply chain risk, the decline in consumer confidence has impacted our order trends, which we expect to continue.

In the second quarter of 2022, we implemented our global enterprise resource planning ("ERP") system at all Sealy domestic manufacturing facilities. This transition unfavorably impacted our results for the Sealy business in our North America segment for the first nine months of 2022, which we expect to improve in the fourth quarter. The implementation of our common ERP system is expected to drive long-term efficiencies for our global operations, enhance cybersecurity, facilitate customer communications regarding order status and improve our direct-to-consumer capabilities.

The COVID-19 global pandemic continues to impact our global operations as variants appear in the markets in which we operate. COVID-19 variants in our Asian markets and the resulting government mandated lockdowns may negatively impact our wholly-owned and joint-venture operations in the region.

Our recent actions to expand capacity, diversify our supplier base, increase our safety stock and improve vendor and customer communications have strengthened our supply chain, putting us in a more favorable position to meet consumer demand. Though geopolitical and pandemic-related disruptions continue to create challenges, we believe the many actions we have taken to further insulate our supply chain have largely mitigated their impact.

Product Launches

In the second quarter of 2022, we completed the rollout of our North American Sealy portfolio featuring new models in our Posturepedic PlusTM, Posturepedic® and Essentials product lines. We also launched our Sealy Naturals eco-friendly mattress collection designed with sustainability and environmental preservation in mind. In the fourth quarter of 2022, we began a rollout of a complete refresh of our North American Stearns & Foster® portfolio, and launched the Sealy FlexGrid™ mattress line with a best-in-class pressure-relieving gel grid layer at a consumer-appealing, mid-market price point.

In 2023, we plan to introduce a new line of Tempur® Breeze products, along with a new line of adjustable bases with incremental consumer-focused features and benefits in our North America segment. In our International segment, we plan to launch an all-new line of Tempur® products in Europe and Asia-Pacific with the objective of reaching a new segment of international consumers. This new line of products will broaden Tempur®'s price range with the super-premium average selling price ceiling maintained and the floor expanded into the premium category.

Our global 2022 marketing plan is to support our innovative bedding products through investing significant marketing dollars to promote our worldwide brands and product launches.

Acquisition of Dreams

On August 2, 2021, we completed the acquisition of Dreams, for a cash purchase price of $476.7 million, which included $49.5 million of cash acquired. The transaction was funded using cash on hand and bank financing. As a multi-branded retailer, Dreams sells a variety of products across a range of price points with a margin profile lower than our historical International segment margins.

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Results of Operations

 

A summary of our results for the three months ended September 30, 2022 include:

•Total net sales decreased 5.5% to $1,283.3 million as compared to $1,358.3 million in the third quarter of 2021. On a constant currency basis, which is a non-GAAP financial measure, total net sales decreased 3.1%, with a decrease of 5.4% in the North America business segment and an increase of 7.4% in the International business segment.

•Gross margin was 42.2% as compared to 42.5% in the third quarter of 2021. Adjusted gross margin, which is a non-GAAP financial measure, was 42.5% in the third quarter of 2022. There were no adjustments to gross margin in the third quarter of 2021.

•Operating income decreased 19.5% to $201.0 million as compared to $249.8 million in the third quarter of 2021. Adjusted operating income, which is a non-GAAP financial measure, was $206.7 million as compared to $252.1 million in the third quarter of 2021.

•Net income decreased 25.2% to $132.7 million as compared to $177.4 million in the third quarter of 2021. Adjusted net income, which is a non-GAAP financial measure, decreased 23.3% to $137.8 million as compared to $179.6 million in the third quarter of 2021.

•EBITDA, which is a non-GAAP financial measure, decreased 16.9% to $245.4 million as compared to $295.2 million in the third quarter of 2021. Adjusted EBITDA, which is a non-GAAP financial measure, decreased 15.4% to $251.9 million as compared to $297.6 million in the third quarter of 2021.

•Earnings per diluted share ("EPS") decreased 13.8% to $0.75 as compared to $0.87 in the third quarter of 2021. Adjusted EPS, which is a non-GAAP financial measure, decreased 11.4% to $0.78 as compared to $0.88 in the third quarter of 2021.

For a discussion and reconciliation of non-GAAP financial measures as discussed above to the corresponding GAAP financial results, refer to the non-GAAP financial information set forth below under the heading "Non-GAAP Financial Information."

We may refer to net sales or earnings or other historical financial information on a "constant currency basis," which is a non-GAAP financial measure. These references to constant currency basis do not include operational impacts that could result from fluctuations in foreign currency rates. To provide information on a constant currency basis, the applicable financial results are adjusted based on a simple mathematical model that translates current period results in local currency using the comparable prior corresponding period's currency conversion rate. This approach is used for countries where the functional currency is the local country currency. This information is provided so that certain financial results can be viewed without the impact of fluctuations in foreign currency rates, thereby facilitating period-to-period comparisons of business performance. Constant currency information is not recognized under GAAP, and it is not intended as an alternative to GAAP measures. Refer to Part I, ITEM 3 of this Report for a discussion of our foreign currency exchange rate risk.

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THREE MONTHS ENDED SEPTEMBER 30, 2022 COMPARED TO THE

THREE MONTHS ENDED SEPTEMBER 30, 2021

The following table sets forth the various components of our Condensed Consolidated Statements of Income and expresses each component as a percentage of net sales:

			Three Months Ended September 30,
(in millions, except percentages and per share amounts)			2022												2021
Net sales			$	1,283.3					100.0		%				$	1,358.3					100.0		%
Cost of sales			742.2						57.8						781.2						57.5
Gross profit			541.1						42.2						577.1						42.5
Selling and marketing expenses			248.3						19.3						243.8						17.9
General, administrative and other expenses			96.7						7.5						90.3						6.6
Equity income in earnings of unconsolidated affiliates			(4.9)						(0.4)						(6.8)						(0.5)
Operating income			201.0						15.7						249.8						18.4
Other expense, net:
Interest expense, net			26.8						2.1						13.5						1.0
Other (income) expense, net			(0.9)						(0.1)						0.1						—
Total other expense, net			25.9						2.0						13.6						1.0
Income from continuing operations before income taxes			175.1						13.6						236.2						17.4
Income tax provision			(41.1)						(3.2)						(58.7)						(4.3)
Income from continuing operations			134.0						10.4						177.5						13.1
Loss from discontinued operations, net of tax			(0.8)						(0.1)						(0.1)						—
Net income before non-controlling interests			133.2						10.3						177.4						13.1
Less: Net income attributable to non-controlling interests			0.5						—						—						—
Net income attributable to Tempur Sealy International, Inc.			$	132.7					10.3		%				$	177.4					13.1		%
Earnings per common share:
Basic
Earnings per share for continuing operations			$	0.78											$	0.91
Loss per share for discontinued operations			(0.01)												—
Earnings per share			$	0.77											$	0.91
Diluted
Earnings per share for continuing operations			$	0.75											$	0.87
Loss per share for discontinued operations			—												—
Earnings per share			$	0.75											$	0.87
Weighted average common shares outstanding:
Basic			171.9												195.8
Diluted			177.0												203.4

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NET SALES

			Three Months Ended September 30,
			2022						2021						2022						2021						2022						2021
(in millions)			Consolidated												North America												International
Net sales by channel
Wholesale			$	1,003.2					$	1,099.2					$	918.1					$	991.2					$	85.1					$	108.0
Direct			280.1						259.1						139.6						128.8						140.5						130.3
Total net sales			$	1,283.3					$	1,358.3					$	1,057.7					$	1,120.0					$	225.6					$	238.3

Net sales decreased 5.5%, and on a constant currency basis decreased 3.1%. The change in net sales was driven by the following:

•North America net sales decreased $62.3 million, or 5.6%. On a constant currency basis, North America net sales decreased 5.4%. Net sales in the Wholesale channel decreased $73.1 million, or 7.4%, primarily driven by macroeconomic pressures impacting U.S. consumer behavior. Net sales in the Direct channel increased $10.8 million, or 8.4%, primarily driven by growth in our e-commerce channel and company-owned stores.

•International net sales decreased $12.7 million, or 5.3%, primarily due to unfavorable foreign exchange. On a constant currency basis, International net sales increased 7.4%. Net sales in the Wholesale channel decreased 9.3% on a constant currency basis. Net sales in the Direct channel increased 21.3% on a constant currency basis, primarily driven by the acquisition of Dreams in August 2021.

GROSS PROFIT

						Three Months Ended September 30,
						2022												2021
(in millions, except percentages)						Gross Profit						Gross Margin						Gross Profit						Gross Margin						Margin Change
North America						$	420.7					39.8		%				$	447.1					39.9		%				(0.1)		%
International						120.4						53.4		%				130.0						54.6		%				(1.2)		%
Consolidated gross margin						$	541.1					42.2		%				$	577.1					42.5		%				(0.3)		%

Costs associated with net sales are recorded in cost of sales and include the costs of producing, shipping, warehousing, receiving and inspecting goods during the period, as well as depreciation and amortization of long-lived assets used in the manufacturing process.

Our gross margin is primarily impacted by the relative amount of net sales contributed by our premium or value products. Our value products have a significantly lower gross margin than our premium products. If sales of our value priced products increase relative to sales of our premium priced products, our gross margins will be negatively impacted in both our North America and International segments.

Our gross margin is also impacted by fixed cost leverage based on manufacturing unit volumes; the cost of raw materials; operational efficiencies due to the utilization in our manufacturing facilities; product, brand, channel and country mix; foreign exchange fluctuations; volume incentives offered to certain retail accounts; participation in our retail cooperative advertising programs; and costs associated with new product introductions. Future changes in raw material prices could have a significant impact on our gross margin. Our margins are also impacted by the growth in our Wholesale channel as sales in our Wholesale channel are at wholesale prices, whereas sales in our Direct channel are at retail prices.

Gross margin declined 30 basis points. The primary drivers of changes in gross margin by segment are discussed below:

•North America gross margin declined 10 basis points. The decline in gross margin was primarily driven by operational investments to service our customers of 200 basis points. Additionally, we incurred $2.3 million of manufacturing facility ERP system transition costs and $1.7 million of operational start-up costs related to the capacity expansion of our manufacturing and distribution facilities in the U.S., which contributed to the decline in gross margin. These declines were partially offset by pricing actions to offset commodity inflation of 130 basis points and favorable brand mix of 110 basis points.

•International gross margin declined 120 basis points. The decline in gross margin was primarily driven by unfavorable mix of 120 basis points and unfavorable foreign exchange. Dreams' margin profile is lower than our historical international margins as they sell a variety of products across a range of price points.

OPERATING EXPENSES

Selling and marketing expenses include advertising and media production associated with the promotion of our brands, other marketing materials such as catalogs, brochures, videos, product samples, direct customer mailings and point of purchase materials and sales force compensation. We also include in selling and marketing expense certain new product development costs, including market research and new product testing.

General, administrative and other expenses include salaries and related expenses, information technology, professional fees, depreciation and amortization of long-lived assets not used in the manufacturing process, expenses for administrative functions and research and development costs.

			Three Months Ended September 30,
			2022						2021						2022						2021						2022						2021						2022						2021
(in millions)			Consolidated												North America												International												Corporate
Operating expenses:
Advertising expenses			$	115.1					$	111.4					$	99.7					$	95.3					$	15.4					$	16.1					$	—					$	—
Other selling and marketing expenses			133.2						132.4						71.3						75.4						56.8						50.5						5.1						6.5
General, administrative and other expenses			96.7						90.3						44.7						39.4						20.5						19.9						31.5						31.0
Total operating expenses			$	345.0					$	334.1					$	215.7					$	210.1					$	92.7					$	86.5					$	36.6					$	37.5

Operating expenses increased $10.9 million, or 3.3%, and increased 230 basis points as a percentage of net sales. The primary drivers of changes in operating expenses by segment are explained below:

•North America operating expenses increased $5.6 million, or 2.7%, and increased 160 basis points as a percentage of net sales. The increase in operating expenses was primarily driven by investments in advertising and expansion of our company-owned store strategy. Additionally, we incurred $0.4 million of professional fees related to the manufacturing facility ERP system transition. These investments were partially offset by decreased variable compensation expense.

•International operating expenses increased $6.2 million, or 7.2%, and increased 480 basis points as a percentage of net sales. The increase in operating expenses was primarily driven by the acquisition of Dreams in August 2021. Additionally, we incurred $0.6 million of restructuring costs associated with headcount reductions.

•Corporate operating expenses decreased $0.9 million, or 2.4%, primarily driven by decreased variable compensation expense. Additionally, we incurred $0.6 million of restructuring costs associated with headcount reductions.

Research and development expenses for the three months ended September 30, 2022 were $6.6 million compared to $6.7 million for the three months ended September 30, 2021, an decrease of $0.1 million, or 1.5%.

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OPERATING INCOME

						Three Months Ended September 30,
						2022												2021
(in millions, except percentages)						Operating Income						Operating Margin						Operating Income						Operating Margin						Margin Change
North America						$	205.0					19.4		%				$	237.0					21.2		%				(1.8)		%
International						32.6						14.5		%				50.3						21.1		%				(6.6)		%
						237.6												287.3
Corporate expenses						(36.6)												(37.5)
Total operating income						$	201.0					15.7		%				$	249.8					18.4		%				(2.7)		%

Operating income decreased $48.8 million and operating margin declined 270 basis points. The primary drivers of changes in operating income and operating margin by segment are discussed below:

•North America operating income decreased $32.0 million and operating margin declined 180 basis points. The decline in operating margin was primarily driven by operating expense deleverage of 160 basis points and the decline in gross margin.

•International operating income decreased $17.7 million and operating margin declined 660 basis points. The decline in operating margin was driven by operating expense deleverage of 480 basis points, the decline in gross margin of 120 basis points, and the decline in Asia joint venture performance due to COVID-19 related shutdowns.

•Corporate operating expenses decreased $0.9 million, which positively impacted our consolidated operating margin.

INTEREST EXPENSE, NET

			Three Months Ended September 30,
(in millions, except percentages)			2022						2021						% Change
Interest expense, net			$	26.8					$	13.5					98.5		%

Interest expense, net, increased $13.3 million, or 98.5%. The increase in interest expense, net, was primarily driven by increased average levels of outstanding debt and higher interest rates on our variable rate debt.

INCOME TAX PROVISION

			Three Months Ended September 30,
(in millions, except percentages)			2022						2021						% Change
Income tax provision			$	41.1					$	58.7					(30.0)		%
Effective tax rate			23.5		%				24.9		%

Our income tax provision includes income taxes associated with taxes currently payable and deferred taxes and includes the impact of net operating losses for certain of our foreign operations.

Our income tax provision decreased $17.6 million due to a decrease in income before income taxes. Our effective tax rate for the three months ended September 30, 2022 as compared to the same prior year period declined by 140 basis points. The effective tax rate as compared to the U.S. federal statutory rate for the three months ended September 30, 2022 included the net favorable impact of discrete items. The effective tax rate as compared to the U.S. federal statutory tax rate for the three months ended September 30, 2021 included the favorable impact of the deductibility of stock compensation in the U.S. and included a net unfavorable impact of other discrete items.

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NINE MONTHS ENDED SEPTEMBER 30, 2022 COMPARED TO THE

NINE MONTHS ENDED SEPTEMBER 30, 2021

    The following table sets forth the various components of our Condensed Consolidated Statements of Income and expresses each component as a percentage of net sales:

			Nine Months Ended September 30,
(in millions, except percentages and per share amounts)			2022												2021
Net sales			$	3,733.8					100.0		%				$	3,571.2					100.0		%
Cost of sales			2,173.4						58.2						2,017.0						56.5
Gross profit			1,560.4						41.8						1,554.2						43.5
Selling and marketing expenses			744.7						19.9						658.3						18.4
General, administrative and other expenses			296.6						7.9						254.9						7.1
Equity income in earnings of unconsolidated affiliates			(14.4)						(0.4)						(20.5)						(0.6)
Operating income			533.5						14.3						661.5						18.5
Other expense, net:
Interest expense, net			71.4						1.9						45.8						1.3
Loss on extinguishment of debt			—						—						23.0						0.6
Other income, net			(1.5)						—						(0.3)						—
Total other expense, net			69.9						1.9						68.5						1.9
Income from continuing operations before income taxes			463.6						12.4						593.0						16.6
Income tax provision			(107.5)						(2.9)						(143.9)						(4.0)
Income from continuing operations			356.1						9.5						449.1						12.6
Loss from discontinued operations, net of tax			(0.8)						—						(0.6)						—
Net income before non-controlling interests			355.3						9.5						448.5						12.6
Less: Net income (loss) attributable to non-controlling interests			1.3						—						(0.2)						—
Net income attributable to Tempur Sealy International, Inc.			$	354.0					9.5		%				$	448.7					12.6		%
Earnings per common share:
Basic
Earnings per share for continuing operations			$	2.01											$	2.26
Loss per share for discontinued operations			—												—
Earnings per share			$	2.01											$	2.26
Diluted
Earnings per share for continuing operations			$	1.95											$	2.18
Loss per share for discontinued operations			—												—
Earnings per share			$	1.95											$	2.18
Weighted average common shares outstanding:
Basic			176.2												198.9
Diluted			181.5												205.9

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NET SALES

			Nine Months Ended September 30,
			2022						2021						2022						2021						2022						2021
(in millions)			Consolidated												North America												International
Net sales by channel
Wholesale			$	2,866.4					$	2,986.0					$	2,577.2					$	2,647.5					$	289.2					$	338.5
Direct			867.4						585.2						376.6						369.6						490.8						215.6
Total net sales			$	3,733.8					$	3,571.2					$	2,953.8					$	3,017.1					$	780.0					$	554.1

    Net sales increased 4.6%, and on a constant currency basis increased 6.3%. The change in net sales was driven by the following:

•North America net sales decreased $63.3 million, or 2.1%. Net sales in the Wholesale channel decreased $70.3 million, or 2.7%, primarily driven by macroeconomic pressures impacting U.S. consumer behavior and the unfavorable impact of our ERP system transition. Net sales in the Direct channel increased $7.0 million, or 1.9%.

•International net sales increased $225.9 million, or 40.8%. On a constant currency basis, International net sales increased 50.9%. Net sales in the Wholesale channel decreased 5.4% on a constant currency basis. Net sales in the Direct channel increased 139.2% on a constant currency basis, primarily driven by the acquisition of Dreams in August 2021.

GROSS PROFIT

						Nine Months Ended September 30,
						2022												2021
(in millions, except percentages)						Gross Profit						Gross Margin						Gross Profit						Gross Margin						Margin Change
North America						$	1,138.9					38.6		%				$	1,236.4					41.0		%				(2.4)		%
International						421.5						54.0		%				317.8						57.4		%				(3.4)		%
Consolidated gross margin						$	1,560.4					41.8		%				$	1,554.2					43.5		%				(1.7)		%

    Costs associated with net sales are recorded in cost of sales and include the costs of producing, shipping, warehousing, receiving and inspecting goods during the period, as well as depreciation and amortization of long-lived assets used in the manufacturing process.

    Gross margin declined 170 basis points. The primary drivers of changes in gross margin by segment are discussed below:

•North America gross margin declined 240 basis points. The decline in gross margin was primarily driven by operational investments to service our customers of 160 basis points and price increases to customers without a benefit to margin of 160 basis points. Additionally, we incurred $7.7 million of manufacturing facility ERP system transition costs and $4.2 million of operational start-up costs related to the capacity expansion of our manufacturing and distribution facilities in the U.S., which contributed to the decline in gross margin. These declines were partially offset by favorable mix of 140 basis points.

•International gross margin declined 340 basis points. The decline in gross margin was driven by unfavorable mix of 160 basis points, price increases to customers without a benefit to margin of 150 basis points and the acquisition of Dreams in August 2021. Dreams' margin profile is lower than our historical international margins as they sell a variety of products across a range of price points. These declines were partially offset by increased royalties of 110 basis points.

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OPERATING EXPENSES

Selling and marketing expenses include advertising and media production associated with the promotion of our brands, other marketing materials such as catalogs, brochures, videos, product samples, direct customer mailings and point of purchase materials and sales force compensation. We also include in selling and marketing expense certain new product development costs, including market research and new product testing.

General, administrative and other expenses include salaries and related expenses, information technology, professional fees, depreciation and amortization of long-lived assets not used in the manufacturing process, expenses for administrative functions and research and development costs.

			Nine Months Ended September 30,
			2022						2021						2022						2021						2022						2021						2022						2021
(in millions)			Consolidated												North America												International												Corporate
Operating expenses:
Advertising expenses			$	337.4					$	310.3					$	285.3					$	271.8					$	52.1					$	38.5					$	—					$	—
Other selling and marketing expenses			407.3						348.0						212.5						214.2						179.7						114.5						15.1						19.3
General, administrative and other expenses			296.6						254.9						134.6						122.6						68.9						45.4						93.1						86.9
Total operating expenses			$	1,041.3					$	913.2					$	632.4					$	608.6					$	300.7					$	198.4					$	108.2					$	106.2

    Operating expenses increased $128.1 million, or 14.0%, and increased 230 basis points as a percentage of net sales. The primary drivers of changes in operating expenses by segment are explained below:

•North America operating expenses increased $23.8 million, or 3.9%, and increased 120 basis points as a percentage of net sales. The increase in operating expenses was primarily driven by advertising investments and expansion of our company-owned store strategy. Additionally, we incurred $3.2 million of professional fees related to the manufacturing facility ERP system transition and $1.8 million of restructuring costs associated with headcount reductions. These investments were partially offset by decreased variable compensation expense.

•International operating expenses increased $102.3 million, or 51.6%, and increased 280 basis points as a percentage of net sales. The increase in operating expenses was primarily driven by the acquisition of Dreams and other selling and marketing investments. Additionally, we incurred $0.6 million of restructuring costs associated with headcount reductions.

•Corporate operating expenses increased $2.0 million, or 1.9%. The increase in operating expenses was primarily driven by $2.7 million of restructuring costs associated with headcount reductions and $1.2 million of expenses related to manufacturing facility ERP system transition, offset by decreased variable compensation expense.

    Research and development expenses were $22.1 million for the nine months ended September 30, 2022 as compared to $19.9 million for the nine months ended September 30, 2021, an increase of $2.2 million, or 11.1%.

OPERATING INCOME

						Nine Months Ended September 30,
						2022												2021
(in millions, except percentages)						Operating Income						Operating Margin						Operating Income						Operating Margin						Margin Change
North America						$	506.5					17.1		%				$	627.8					20.8		%				(3.7)		%
International						135.2						17.3		%				139.9						25.2		%				(7.9)		%
						641.7												767.7
Corporate expenses						(108.2)												(106.2)
Total operating income						$	533.5					14.3		%				$	661.5					18.5		%				(4.2)		%

    

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Operating income decreased $128.0 million and operating margin declined 420 basis points. The primary drivers of changes in operating income and operating margin by segment are discussed below:

•North America operating income decreased $121.3 million and operating margin declined 370 basis points. The decline in operating margin was primarily driven by the decline in gross margin of 240 basis points and operating expense deleverage of 120 basis points.

•International operating income decreased $4.7 million and operating margin declined 790 basis points. The decline in operating margin was primarily driven by the decline in gross margin of 340 basis points, operating expense deleverage of 280 basis points and the decline in Asia joint venture performance due to COVID-19 related shutdowns performance of 190 basis points.

•Corporate operating expenses increased $2.0 million, which negatively impacted our consolidated operating margin.

    

INTEREST EXPENSE, NET

						Nine Months Ended September 30,
(in millions, except percentages)						2022						2021						% Change
Interest expense, net						$	71.4					$	45.8					55.9		%

Interest expense, net, increased $25.6 million, or 55.9%. The increase in interest expense, net, was primarily driven by increased average levels of outstanding debt and higher interest rates on our variable rate debt.

LOSS ON EXTINGUISHMENT OF DEBT

In the first half of 2021, we issued our 2029 Senior Notes and we redeemed our 2023 Senior Notes and our 2026 Senior Notes. Accordingly, we incurred $23.0 million of loss on extinguishment of debt in 2021.

INCOME TAX PROVISION

						Nine Months Ended September 30,
(in millions, except percentages)						2022						2021						% Change
Income tax provision						$	107.5					$	143.9					(25.3)		%
Effective tax rate						23.2		%				24.3		%

Our income tax provision decreased $36.4 million due to a decrease in income before income taxes. Our effective tax rate for the nine months ended September 30, 2022 as compared to the same prior year period declined 110 basis points. The effective tax rate as compared to the U.S. federal statutory rate for the nine months ended September 30, 2022 included the net favorable impact of the deductibility of stock compensation in the U.S., which were offset by the unfavorable impact of other discrete items. The effective tax rate as compared to the U.S. federal statutory rate for the for the nine months ended September 30, 2021 included the favorable impact of the deductibility of stock compensation in the U.S., which were offset by the net unfavorable impact of other discrete items.

Liquidity and Capital Resources

 

Liquidity

Our principal sources of funds are cash flows from operations, supplemented with borrowings in the capital markets and made pursuant to our credit facilities and cash and cash equivalents on hand. Principal uses of funds consist of payments of principal and interest on our debt facilities, share repurchases, acquisitions, payments of dividends to our shareholders, capital expenditures and working capital needs.

As of September 30, 2022, we had net working capital of $198.5 million, including cash and cash equivalents of $94.1 million, as compared to a working capital of $222.2 million, including cash and cash equivalents of $300.7 million, as of December 31, 2021.

At September 30, 2022, total cash and cash equivalents were $94.1 million, of which $23.9 million was held in the U.S. and $70.2 million was held by subsidiaries outside of the U.S. The amount of cash and cash equivalents held by subsidiaries outside of the U.S. and not readily convertible into the U.S. Dollar or other major foreign currencies is not material to our overall liquidity or financial position.

Cash Provided by (Used in) Continuing Operations

The table below presents net cash provided by (used in) operating, investing and financing activities from continuing operations for the periods indicated below:

						Nine Months Ended September 30,
(in millions)						2022						2021
Net cash provided by (used in) continuing operations:
Operating activities						$	283.5					$	597.5
Investing activities						(224.8)						(508.0)
Financing activities						(234.1)						356.4

Cash provided by operating activities from continuing operations decreased $314.0 million in the nine months ended September 30, 2022 as compared to the same period in 2021. The decrease in cash provided by operating activities was driven by increased inventory investments, as well as the reduction of net income. Our inventory increased significantly in the first nine months of 2022 as we increased our safety stock of Tempur-Pedic® finished goods, adjustable bases and raw materials to better support our customers.

Cash used in investing activities from continuing operations decreased $283.2 million in the nine months ended September 30, 2022 as compared to the same period in 2021. The decrease in cash used in investing activities was driven by the Dreams acquisition in August 2021, which is partially offset by increased capital expenditures in 2022.

Cash used in financing activities from continuing operations increased $590.5 million in the nine months ended September 30, 2022 as compared to the same period in 2021. For the nine months ended September 30, 2022, we had net borrowings of $468.8 million on our credit facilities as compared to net borrowings of $988.4 million in the same period in 2021, which included proceeds of $1.6 billion from the issuance of our 2029 and 2031 Senior Notes, partially offset by repayments of $250.0 million of our 2023 Senior Notes and $600.0 million of our 2026 Senior Notes in 2021. During the nine months ended September 30, 2022 and 2021, we repurchased $637.2 million and $565.8 million, respectively, of our common stock.

Cash Used in Discontinued Operations

Net cash used in operating, investing and financing activities from discontinued operations for the periods ended September 30, 2022 and 2021 was not material.

Capital Expenditures

Capital expenditures totaled $216.0 million and $82.1 million for the nine months ended September 30, 2022 and 2021, respectively. We currently expect our 2022 capital expenditures to be over $275 million, which includes spend for our new foam-pouring plant in Crawfordsville, Indiana, and other manufacturing and distribution capacity expansion and growth initiatives. We expect our capital expenditures to decrease significantly in 2023 and return to normal levels of spend thereafter.

Indebtedness

Our total debt increased to $2,824.7 million as of September 30, 2022 from $2,353.2 million as of December 31, 2021. Total availability under our revolving senior secured credit facility was $425.4 million as of September 30, 2022, which matures in 2024. Refer to Note 5, "Debt" in the "Notes to Condensed Consolidated Financial Statements," under Part I, ITEM 1 for further discussion of our debt.

As of September 30, 2022, our ratio of consolidated indebtedness less netted cash to adjusted EBITDA, which is a non-GAAP financial measure, in accordance with our 2019 Credit Agreement was 2.77 times. This ratio is within the terms of the financial covenants for the maximum consolidated total net leverage ratio as set forth in the 2019 Credit Agreement, which limits this ratio to 5.00 times. As of September 30, 2022, we were in compliance with all of the financial covenants in our debt agreements, and we do not anticipate material issues under any debt agreements based on current facts and circumstances.

Our debt agreements contain certain covenants that limit restricted payments, including share repurchases and dividends. The 2019 Credit Agreement, 2029 Senior Notes and 2031 Senior Notes contain similar limitations which, subject to other conditions, allow unlimited restricted payments at times when the ratio of consolidated indebtedness less netted cash to adjusted EBITDA, which is a non-GAAP financial measure, remains below 3.50 times. In addition, these agreements permit limited restricted payments under certain conditions when the ratio of consolidated indebtedness less netted cash to adjusted EBITDA is above 3.50 times. The limit on restricted payments under the 2019 Credit Agreement, 2029 Senior Notes and 2031 Senior Notes is in part determined by a basket that grows at 50% of adjusted net income each quarter, reduced by restricted payments that are not otherwise permitted. 

For additional information, refer to "Non-GAAP Financial Information" below for the calculation of the ratio of consolidated indebtedness less netted cash to adjusted EBITDA calculated in accordance with the 2019 Credit Agreement. Both consolidated indebtedness and adjusted EBITDA as used in discussion of the 2019 Credit Agreement are non-GAAP financial measures and do not purport to be alternatives to net income as a measure of operating performance or total debt.

Share Repurchase Program

Our Board of Directors authorized a share repurchase program in 2016 pursuant to which we were authorized to repurchase shares of our common stock. During the nine months ended September 30, 2022, we repurchased 17.6 million shares under our share repurchase program for $591.2 million. As of September 30, 2022, we had $809.5 million remaining under our share repurchase authorization.

Share repurchases under this program may be made through open market transactions, negotiated purchases or otherwise, at times and in such amounts as management deems appropriate. These repurchases may be funded by operating cash flows and/or borrowings under our debt arrangements. The timing and actual number of shares repurchased will depend on a variety of factors including price, financing and regulatory requirements and other market conditions. The program is subject to certain limitations under our debt agreements. The program does not require the purchase of any minimum number of shares and may be suspended, modified or discontinued at any time without prior notice. Repurchases may be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when we might otherwise be precluded from doing so under federal securities laws.

We will manage our share repurchase program based on current and expected cash flows, share price and alternative investment opportunities. For a complete description of our share repurchase program, please refer to ITEM 5 under Part II, "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities," in the 2021 Annual Report. Please also refer to "Issuer Purchases of Equity Securities" in ITEM 2(c) of Part II of this Report.

Future Liquidity Sources and Uses

As of September 30, 2022, we had $519.5 million of liquidity, including $94.1 million of cash on hand and $425.4 million available under our revolving senior secured credit facility. In addition, we expect to generate cash flow from operations in the full year 2022. We believe that cash flow from operations, availability under our existing credit facilities and arrangements, current cash balances and the ability to obtain other financing, if necessary, will provide adequate cash funds for our foreseeable working capital needs, necessary capital expenditures and debt service obligations.

Our capital allocation strategy follows a balanced approach focused on supporting the business, returning shareholder value through share repurchases and quarterly dividends as well as opportunistic and strategic acquisition opportunities that enhance our global competitiveness. Additionally, we have taken capital structure actions to optimize our balance sheet through extending the maturities of our long-term debt.

The Board of Directors declared a dividend of $0.10 per share for the fourth quarter of 2022. The dividend is payable on December 1, 2022 to shareholders of record as of November 17, 2022.

As of September 30, 2022, we had $2,824.7 million in total debt outstanding and consolidated indebtedness less netted cash, which is a non-GAAP financial measure, of $2,731.9 million. Leverage based on the ratio of consolidated indebtedness less netted cash to adjusted EBITDA, which is a non-GAAP financial measure, was 2.77 times for the trailing twelve months ended September 30, 2022. Our target range for our ratio of consolidated indebtedness less netted cash, which is a non-GAAP financial measure, is 2.0 to 3.0 times.

Our debt service obligations could, under certain circumstances, have material consequences to our stockholders. Similarly, our cash requirements are subject to change as business conditions warrant and opportunities arise. The timing and size of any new business ventures or acquisitions that we may complete may also impact our cash requirements and debt service obligations. For information regarding the impact of COVID-19 on our business, including our liquidity and capital resources, please refer to "Risk Factors" contained in ITEM 1A of Part I of the 2021 Annual Report.

Non-GAAP Financial Information

We provide information regarding adjusted net income, adjusted EPS, adjusted gross profit, adjusted gross margin, adjusted operating income (expense), adjusted operating margin, EBITDA, adjusted EBITDA, consolidated indebtedness and consolidated indebtedness less netted cash, which are not recognized terms under GAAP and do not purport to be alternatives to net income, earnings per share, or an alternative to total debt as a measure of liquidity. We believe these non-GAAP financial measures provide investors with performance measures that better reflect our underlying operations and trends, providing a perspective not immediately apparent from net income, gross profit, gross margin, operating income (expense) and operating margin. The adjustments we make to derive the non-GAAP financial measures include adjustments to exclude items that may cause short-term fluctuations in the nearest GAAP financial measure, but which we do not consider to be the fundamental attributes or primary drivers of our business.

We believe that exclusion of these items assists in providing a more complete understanding of our underlying results from continuing operations and trends, and we use these measures along with the corresponding GAAP financial measures to manage our business, to evaluate our consolidated and business segment performance compared to prior periods and the marketplace, to establish operational goals and to provide continuity to investors for comparability purposes. Limitations associated with the use of these non-GAAP measures include that these measures do not present all of the amounts associated with our results as determined in accordance with GAAP. These non-GAAP financial measures should be considered supplemental in nature and should not be construed as more significant than comparable financial measures defined by GAAP. Because not all companies use identical calculations, these presentations may not be comparable to other similarly titled measures of other companies. For more information about these non-GAAP financial measures and a reconciliation to the nearest GAAP financial measure, please refer to the reconciliations on the following pages.

Adjusted Net Income and Adjusted EPS

A reconciliation of reported net income to adjusted net income and the calculation of adjusted EPS is provided below. We believe that the use of these non-GAAP financial measures provides investors with additional useful information with respect to the impact of various adjustments as described in the footnotes below.

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The following table sets forth the reconciliation of our reported net income to adjusted net income and the calculation of adjusted EPS for the three months ended September 30, 2022 and 2021:

			Three Months Ended
(in millions, except per share amounts)			September 30, 2022						September 30, 2021
Net income			$	132.7					$	177.4
Loss from discontinued operations, net of tax (1)			0.8						0.1
ERP system transition (2)			2.7						—
Operational start-up costs (3)			1.8						—
Restructuring costs (4)			1.2						—
Acquisition-related costs (5)			—						2.3
Adjusted income tax provision (6)			(1.4)						(0.2)
Adjusted net income			$	137.8					$	179.6
Adjusted earnings per common share, diluted			$	0.78					$	0.88
Diluted shares outstanding			177.0						203.4

(1)			Certain subsidiaries in the International business segment are accounted for as discontinued operations and have been designated as unrestricted subsidiaries in the 2019 Credit Agreement. Therefore, these subsidiaries are excluded from our adjusted financial measures for covenant compliance purposes.
(2)			In the third quarter of 2022, we recorded $2.7 million of charges related to the transition of our ERP system. Cost of sales included $2.3 million of manufacturing facility ERP system transition costs, including labor, logistics, training and travel. Operating expenses included $0.4 million, primarily related to professional fees.
(3)			In the third quarter of 2022, we incurred $1.8 million of operational start-up costs related to the capacity expansion of our manufacturing and distribution facilities in the U.S. Cost of sales and operating expenses included personnel and facility related costs of $1.7 million and $0.1 million, respectively.
(4)			In the third quarter of 2022, we recorded $1.2 million of restructuring costs primarily associated with headcount reductions.
(5)			In the third quarter of 2021, we recorded $2.3 million of acquisition-related stamp taxes associated with the acquisition of Dreams.
(6)			Adjusted income tax provision represents the tax effects associated with the aforementioned items.

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Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Operating Income (Expense) and Adjusted Operating Margin

The following table sets forth the reconciliation of the Company's reported gross profit and operating income (expense) to the calculation of adjusted gross profit and adjusted operating income (expense) for the three months ended September 30, 2022.

			Three Months Ended September 30, 2022
(in millions, except percentages)			Consolidated						Margin						North America						Margin						International						Margin						Corporate
Net sales			$	1,283.3											$	1,057.7											$	225.6											$	—
Gross profit			$	541.1					42.2		%				$	420.7					39.8		%				$	120.4					53.4		%				$	—
Adjustments:
ERP system transition (1)			2.3												2.3												—												—
Operational start-up costs (2)			1.7												1.7												—												—
Total adjustments			4.0												4.0												—												—
Adjusted gross profit			$	545.1					42.5		%				$	424.7					40.2		%				$	120.4					53.4		%				$	—
Operating income (expense)			$	201.0					15.7		%				$	205.0					19.4		%				$	32.6					14.5		%				$	(36.6)
Adjustments:
ERP system transition (1)			2.7												2.7												—												—
Operational start-up costs (2)			1.8												1.8												—												—
Restructuring costs (3)			1.2												—												0.6												0.6
Total adjustments			5.7												4.5												0.6												0.6
Adjusted operating income (expense)			$	206.7					16.1		%				$	209.5					19.8		%				$	33.2					14.7		%				$	(36.0)

The following table sets forth the Company's reported gross profit and the reconciliation of the Company's operating income (expense) to the calculation of adjusted operating income (expense) for the three months ended September 30, 2021. The Company had no adjustments to gross profit for the three months ended September 30, 2021.

			Three Months Ended September 30, 2021
(in millions, except percentages)			Consolidated						Margin						North America						Margin						International						Margin						Corporate
Net sales			$	1,358.3											$	1,120.0											$	238.3											$	—
Gross profit			$	577.1					42.5		%				$	447.1					39.9		%				$	130.0					54.6		%				$	—
Operating income (expense)			$	249.8					18.4		%				$	237.0					21.2		%				$	50.3					21.1		%				$	(37.5)
Adjustments:
Acquisition-related costs (4)			2.3												—												2.3												—
Adjusted operating income (expense)			$	252.1					18.6		%				$	237.0					21.2		%				$	52.6					22.1		%				$	(37.5)

(1)			In the third quarter of 2022, we recorded $2.7 million of charges related to the transition of our ERP system. Cost of sales included $2.3 million of manufacturing facility ERP system transition costs, including labor, logistics, training and travel. Operating expenses included $0.4 million, primarily related to professional fees.
(2)			In the third quarter of 2022, we incurred $1.8 million of operational start-up costs related to the capacity expansion of our manufacturing and distribution facilities in the U.S. Cost of sales and operating expenses included personnel and facility related costs of $1.7 million and $0.1 million, respectively.
(3)			In the third quarter of 2022, we recorded $1.2 million of restructuring costs primarily associated with headcount reductions.
(4)			In the third quarter of 2021, we recorded $2.3 million of acquisition-related stamp taxes associated with the acquisition of Dreams.

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EBITDA, Adjusted EBITDA and Consolidated Indebtedness less Netted Cash

The following reconciliations are provided below:

•Net income to EBITDA and adjusted EBITDA

•Ratio of consolidated indebtedness less netted cash to adjusted EBITDA

•Total debt, net to consolidated indebtedness less netted cash

We believe that presenting these non-GAAP measures provides investors with useful information with respect to our operating performance, cash flow generation and comparisons from period to period, as well as general information about our leverage.

The 2019 Credit Agreement provides the definition of adjusted EBITDA. Accordingly, we present adjusted EBITDA to provide information regarding our compliance with requirements under the 2019 Credit Agreement.

The following table sets forth the reconciliation of our reported net income to the calculations of EBITDA and adjusted EBITDA for the three months ended September 30, 2022 and 2021:

			Three Months Ended
(in millions)			September 30, 2022						September 30, 2021
Net income			$	132.7					$	177.4
Interest expense, net			26.8						13.5
Income taxes			41.1						58.7
Depreciation and amortization			44.8						45.6
EBITDA			$	245.4					$	295.2
Adjustments:
Loss from discontinued operations, net of tax (1)			0.8						0.1
ERP system transition (2)			2.7						—
Operational start-up costs (3)			1.8						—
Restructuring costs (4)			1.2						—
Acquisition-related costs (5)			—						2.3
Adjusted EBITDA			$	251.9					$	297.6

(1)			Certain subsidiaries in the International business segment are accounted for as discontinued operations and have been designated as unrestricted subsidiaries in the 2019 Credit Agreement. Therefore, these subsidiaries are excluded from our adjusted financial measures for covenant compliance purposes.
(2)			In the third quarter of 2022, we recorded $2.7 million of charges related to the transition of our ERP system. Cost of sales included $2.3 million of manufacturing facility ERP system transition costs, including labor, logistics, training and travel. Operating expenses included $0.4 million, primarily related to professional fees.
(3)			In the third quarter of 2022, we recorded $1.8 million of operational start-up costs related to the capacity expansion of our manufacturing and distribution facilities in the U.S.
(4)			In the third quarter of 2022, we recorded $1.2 million of restructuring costs primarily associated with headcount reductions.
(5)			In the third quarter of 2021, we recorded $2.3 million of acquisition-related stamp taxes associated with the acquisition of Dreams.

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The following table sets forth the reconciliation of our net income to the calculations of EBITDA and adjusted EBITDA for the trailing twelve months ended September 30, 2022:

												Trailing Twelve Months Ended
(in millions)												September 30, 2022
Net income												$	529.8
Interest expense, net												91.9
Income tax provision												161.9
Depreciation and amortization												180.4
EBITDA												$	964.0
Adjustments:
Loss from discontinued operations, net of tax (1)												0.9
ERP system transition (2)												12.1
Restructuring costs (3)												5.3
Operational start-up costs (4)												4.9
Adjusted EBITDA												$	987.2
Consolidated indebtedness less netted cash												$	2,731.9
Ratio of consolidated indebtedness less netted cash to adjusted EBITDA												2.77 times

(1)			Certain subsidiaries in the International business segment are accounted for as discontinued operations and have been designated as unrestricted subsidiaries in the 2019 Credit Agreement. Therefore, these subsidiaries are excluded from our adjusted financial measures for covenant compliance purposes.
(2)			In the trailing twelve months ended September 30, 2022, we recognized $12.1 million of charges related to the transition of our ERP system.
(3)			In the trailing twelve months ended September 30, 2022, we recognized $5.3 million of restructuring costs primarily associated with headcount reductions.
(4)			In the trailing twelve months ended September 30, 2022, we recognized $4.9 million of operational start-up costs related to the capacity expansion of our manufacturing and distribution facilities in the U.S.

Under the 2019 Credit Agreement, the definition of adjusted EBITDA contains certain restrictions that limit adjustments to net income when calculating adjusted EBITDA. For the trailing twelve months ended September 30, 2022, our adjustments to net income when calculating adjusted EBITDA did not exceed the allowable amount under the 2019 Credit Agreement.

The ratio of consolidated indebtedness less netted cash to adjusted EBITDA is 2.77 times for the trailing twelve months ended September 30, 2022. The 2019 Credit Agreement requires us to maintain a ratio of consolidated indebtedness less netted cash to adjusted EBITDA of less than 5.00:1.00 times.

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The following table sets forth the reconciliation of our reported total debt to the calculation of consolidated indebtedness less netted cash as of September 30, 2022. "Consolidated Indebtedness" and "Netted Cash" are terms used in the 2019 Credit Agreement for purposes of certain financial covenants.

(in millions)			September 30, 2022
Total debt, net			$	2,803.2
Plus: Deferred financing costs (1)			21.5
Consolidated indebtedness			2,824.7
Less: Netted cash (2)			92.8
Consolidated indebtedness less netted cash			$	2,731.9

(1)			We present deferred financing costs as a direct reduction from the carrying amount of the related debt in the Condensed Consolidated Balance Sheets. For purposes of determining total debt for financial covenant purposes, we have added these costs back to total debt, net as calculated per the Condensed Consolidated Balance Sheets.
(2)			Netted cash includes cash and cash equivalents for domestic and foreign subsidiaries designated as restricted subsidiaries in the 2019 Credit Agreement.

Critical Accounting Policies and Estimates

 For a discussion of our critical accounting policies and estimates, please refer to ITEM 7 under Part II, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," in the 2021 Annual Report. There have been no material changes to our critical accounting policies and estimates in 2022.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's market risks are discussed in detail in Item 7A of Part II of our Annual Report on Form 10-K for the year ended December 31, 2021. Management has reassessed the quantitative and qualitative market risk disclosures described in our Annual Report on Form 10-K and determined there were no material changes to market risks for the nine months ended September 30, 2022.

ITEM 4.     CONTROLS AND PROCEDURES

 

 An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Report. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of September 30, 2022, and designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that was conducted during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.    OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

 

Information regarding legal proceedings can be found in Note 9, "Commitments and Contingencies," of the "Notes to Condensed Consolidated Financial Statements," under Part I, ITEM 1, "Financial Statements" of this Report and is incorporated by reference herein.

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ITEM 1A.     RISK FACTORS

None.

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

(a) Not applicable.

 

(b) Not applicable.

(c) Issuer Purchases of Equity Securities

The following table sets forth purchases of our common stock for the three months ended September 30, 2022:

Period						(a) Total number of shares purchased						(b) Average price paid per share						(c) Total number of shares purchased as part of publicly announced plans or programs						(d) Maximum number of shares (or approximate dollar value of shares) that may yet be purchased under the plans or programs (in millions)
July 1, 2022 - July 31, 2022						192,378						$24.99						192,378						$829.7
August 1, 2022 - August 31, 2022						403,646			(1)			$27.51						401,867						$818.7
September 1, 2022 - September 30, 2022						351,046			(1)			$26.35						346,921						$809.5
Total						947,070												941,166

(1)			Includes shares withheld upon the vesting of certain equity awards to satisfy tax withholding obligations. The shares withheld were valued at the closing price of the common stock on the New York Stock Exchange on the vesting date or prior business day.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

 

None.

ITEM 4.     MINE SAFETY DISCLOSURES

 

Not applicable.

ITEM 5.     OTHER INFORMATION

 

(a) Not applicable.

 

(b) Not applicable.

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ITEM 6.     EXHIBITS

The following is an index of the exhibits included in this report: 

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/A (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			Second Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Tempur Sealy International, Inc. (filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K as filed on May 10, 2021). (1)
3.4			Seventh Amended and Restated By-laws of Tempur Sealy International, Inc. (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K as filed on February 11, 2019). (1)
4.1			Indenture, dated as of March 25, 2021, among Tempur Sealy International, Inc., the 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 25, 2021). (1).
4.2			Form of 4.00% Senior Notes due 2029 (included in Exhibit 4.1 to the Registrant’s Current Report on Form 8-K as filed on March 25, 2021). (1)
4.3			Indenture, dated as of September 24, 2021 among Tempur Sealy International, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as Exhibit 10.1 (but numbered 4.1) to the Registrant’s Current Report on Form 8-K as filed on September 24, 2021). (1)
4.4			Form of 3.875% Senior Notes due 2031 (included in Exhibit 10.1 (but numbered 4.1) to the Registrant’s Current Report on Form 8-K as filed on September 24, 2021). (1)
4.5			Description of Securities (filed as Exhibit 4.12 to the Registrant's Annual Report on Form 10-K as filed on February 22, 2022). (1)
10.1			Amended and Restated Employment and Non-Competition Agreement dated as of July 6, 2022 between Tempur Sealy International, Inc. and Scott L. Thompson (as filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed on July 7, 2022). (1)
10.2			Non-Qualified Premium-Priced Stock Option Agreement dated July 6, 2022 (as filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K as filed on July 7, 2022). (1)
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
101			The following materials from Tempur Sealy International, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Stockholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Condensed Consolidated Financial Statements.
104			The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline XBRL.

(1)			Incorporated by reference.
*			This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78r), 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, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

			TEMPUR SEALY INTERNATIONAL, INC.
Date: November 9, 2022			By:			/s/ BHASKAR RAO
						Bhaskar Rao
						Executive Vice President and Chief Financial Officer

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