LEXINGTON, Ky., July 24, 2014 /PRNewswire/ -- Tempur Sealy International, Inc. (NYSE: TPX), the world's largest bedding provider, today announced financial results for the second quarter ending June 30, 2014. The Company updated financial guidance for 2014.

SECOND QUARTER FINANCIAL SUMMARY


    --  Earnings per diluted share ("EPS") under U.S. generally accepted
        accounting principles ("GAAP") in the second quarter of 2014 were
        $(0.04) compared to GAAP EPS of $(0.03) in the second quarter of 2013.
        The 2014 results reflect a $20.4 million loss on disposal of the
        Company's three U.S. innerspring component production facilities and
        $5.2 million of integration costs related to the acquisition of Sealy
        Corporation ("Sealy"). The 2013 results reflect $11.9 million of
        transaction and integration costs and a $4.5 million purchase price
        allocation ("PPA") inventory adjustment related to the Sealy acquisition
        as well as $8.7 million of costs related to the Company's refinancing of
        a portion of its senior secured credit facility.
    --  Adjusted EPS were $0.39 in the second quarter of 2014 as compared to
        adjusted EPS of $0.36 in the second quarter of 2013.
    --  GAAP net loss in the second quarter of 2014 was $2.2 million as compared
        to a GAAP net loss of $1.6 million for the second quarter of 2013. The
        Company reported adjusted net income of $24.0 million for the second
        quarter of 2014 as compared to adjusted net income of $22.3 million for
        the second quarter of 2013. For additional information regarding
        adjusted EPS and adjusted net income (which are non-GAAP measures),
        please refer to the reconciliations and other information included in
        the attached schedules.
    --  Total net sales increased 8.2% to $715.0 million in the second quarter
        of 2014 from $660.6 million in the second quarter of 2013. The net sales
        increase was driven by higher sales in each of the Company's three
        business segments.
    --  Gross profit margin was 37.5% as compared to 38.6% in the second quarter
        of 2013. The gross profit margin decreased primarily as a result of
        product and channel mix and unfavorable changes in foreign exchange
        rates, offset partially by a PPA inventory adjustment related to the
        Sealy acquisition recorded in the second quarter of 2013.
    --  Operating income was $50.3 million as compared to $44.0 million in the
        second quarter of 2013. Operating income in the second quarter of 2014
        included $5.2 million of integration costs and in the second quarter of
        2013 included $11.9 million of transaction and integration costs related
        to the Sealy acquisition.
    --  EBITDA for the second quarter of 2014 was $52.1 million as compared to
        $67.8 million for the second quarter of 2013. Adjusted EBITDA (which is
        a non-GAAP measure) for the second quarter of 2014 was $77.7 million as
        compared to $84.2 million for the second quarter of 2013.
    --  The Company ended the quarter with consolidated funded debt less
        qualified cash of $1.7 billion. The ratio of consolidated funded debt
        less qualified cash to adjusted EBITDA was 4.3 times, calculated in
        accordance with the Company's senior secured credit facility. For
        additional information regarding EBITDA, adjusted EBITDA and
        consolidated funded debt less qualified cash (which are non-GAAP
        measures) please refer to the reconciliations and other information
        included in the attached schedules.

Tempur Sealy International, Inc. CEO Mark Sarvary commented, "Overall our second quarter was in line with our expectations. We experienced solid sales growth in each of our business segments, with particular strength in the U.S. driven by the initial success of our new products. The investment in new products and related marketing in the first half of 2014 pressured margins but now that the products are rolled out we expect significant margin improvement for the balance of the year. We are also pleased overall with our international performance and are excited about its growth prospects, however we are seeing some weakness in Central Europe."

Business Segment Highlights

The Company's business segments include Tempur North America, Tempur International, and Sealy. The Company's "Bedding" product sales include mattresses, foundations, and adjustable foundations and "Other products" include pillows and various other comfort products and components.

Tempur North America net sales increased 10.1% to $237.3 million in the second quarter of 2014 from $215.5 million in the second quarter of 2013. Bedding net sales increased 12.2% to $223.9 million in the second quarter of 2014 from $199.5 million in the second quarter of 2013. Net sales of Other products decreased 16.3% to $13.4 million from $16.0 million in the second quarter of 2013.

Tempur International net sales increased 9.0% to $109.5 million in the second quarter of 2014 from $100.5 million in the second quarter of 2013. On a constant currency basis, Tempur International sales increased 5.4%. Bedding net sales increased 10.3% to $81.5 million in the second quarter of 2014 from $73.9 million in the second quarter of 2013. Net sales of Other products increased 5.3% to $28.0 million in the second quarter of 2014 from $26.6 million in the second quarter of 2013.

Sealy net sales increased 6.8% to $368.2 million in the second quarter of 2014 from $344.6 million in the second quarter of 2013. Bedding net sales increased 8.3% to $352.0 million in the second quarter of 2014 from $325.1 million in the second quarter of 2013. Net sales of Other products decreased 16.9% to $16.2 million in the second quarter of 2014 from $19.5 million in the second quarter of 2013.

Completed Transactions

During the second quarter of 2014, the Company completed the acquisition of the Sealy® brand rights in Continental Europe (excluding the UK) from its former licensee. In addition, the Company completed the sale of its three U.S. innerspring component production facilities and related equipment. In early July, the Company completed the acquisition of the Sealy® brand rights in Japan and certain assets from its former Japanese licensee. As a result of the nature and timing of these transactions, the Company anticipates very limited earnings contribution in 2014, with more significant earnings contribution in 2015 and thereafter.

Financial Guidance

The Company updated financial guidance for 2014.

The Company currently expects the following for 2014:


    --  Net sales to range from $2.925 billion to $2.975 billion
    --  Adjusted EBITDA to range from $410 million to $430 million
    --  Adjusted EPS to range from $2.60 to $2.85 per diluted share

The Company noted its expectations are based on information available at the time of this release, and are subject to changing conditions, many of which are outside the Company's control. The Company noted its adjusted EBITDA and adjusted EPS guidance does not include costs related to the disposal of the three U.S. innerspring component facilities or transaction and integration costs related to the Sealy acquisition.

Conference Call Information

Tempur Sealy International, Inc. will host a live conference call to discuss financial results today, July 24, 2014 at 5:00 p.m. Eastern Time. The dial-in number for the conference call is 800-850-2903. The dial-in number for international callers is 224-357-2399. The call is also being webcast and can be accessed on the investor relations section of the Company's website, http://www.tempursealy.com. After the conference call, a webcast replay will remain available on the investor relations section of the Company's website for 30 days.

Forward-looking Statements

This release contains "forward-looking statements," within the meaning of federal securities laws, which include information concerning one or more of the Company's plans, objectives, goals, strategies, and other information that is not historical information. When used in this release, the words "estimates," "expects," "guidance," "anticipates," "projects," "plans," "proposed," "intends," "believes," and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements relating to the Company's expectations regarding its four key strategic growth initiatives, expectations regarding the Company's net sales, future revenue performance, adjusted EBITDA and adjusted EPS for 2014 and related assumptions, expectations regarding net sales growth rates, margin improvements and the impact of foreign exchange, and expectations regarding growth opportunities relating to the acquisitions of Sealy brand rights in Japan and Continental Europe. All forward looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct.

Numerous factors, many of which are beyond the Company's control, could cause actual results to differ materially from those expressed as forward-looking statements. These risk factors include risks associated with the Company's capital structure and increased debt level; the ability to successfully integrate Sealy into the Company's operations and realize cost and revenue synergies and other benefits from the transaction; whether the Company will realize the anticipated benefits from its recent asset dispositions and the acquisition of brand rights in certain international markets; general economic, financial and industry conditions, particularly in the retail sector, as well as consumer confidence and the availability of consumer financing; changes in interest rates; uncertainties arising from global events; the effects of changes in foreign exchange rates on the Company's reported earnings; consumer acceptance of the Company's products; industry competition; the efficiency and effectiveness of the Company's advertising campaigns and other marketing programs; the Company's ability to increase sales productivity within existing retail accounts and to further penetrate the Company's retail channel, including the timing of opening or expanding within large retail accounts and the timing and success of product launches; the Company's ability to expand brand awareness, distribution and new products; the Company's ability to continuously improve and expand its product line, maintain efficient, timely and cost-effective production and delivery of its products, and manage its growth; the effects of strategic investments on the Company's operations; changes in foreign tax rates and changes in tax laws generally, including the ability to utilize tax loss carry forwards; the outcome of various pending tax audits or other tax proceedings; changing commodity costs; and the effect of future legislative or regulatory changes.

There are a number of risks and uncertainties that could cause the Company's actual results to differ materially from the forward-looking statements contained in this report. There are important factors, many of which are beyond the Company's control, that could cause its actual results to differ materially from those expressed as forward-looking statements in this report, including the risk factors discussed under the heading "Risk Factors" under ITEM 1A of Part 1 of our Annual Report on Form 10-K for the year ended December 31, 2013. There may be other factors that may cause the Company's actual results to differ materially from the forward-looking statements.

About the Company

Tempur Sealy International, Inc. (NYSE: TPX) is the world's largest bedding provider. Tempur Sealy International, Inc. develops, manufactures and markets mattresses, foundations, pillows and other products. The Company's brand portfolio includes many of the most highly recognized brands in the industry, including Tempur®, Tempur-Pedic®, Sealy®, Sealy Posturepedic®, Optimum(TM) and Stearns & Foster®. World headquarters for Tempur Sealy International, Inc. is in Lexington, KY. For more information, visit http://www.tempursealy.com or call 800-805-3635.



                                                                                             TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES

                                                                                              Condensed Consolidated Statements of Operations

                                                                                               (in millions, except per common share amounts)

                                                                                                                (unaudited)


                                                                          Three Months Ended                                                             Six Months Ended

                                                                             June 30                                                                   June 30
                                                                             -------                                                                   -------

                                                                        2014                              2013                                   Chg %                   2014      2013            Chg %
                                                                        ----                              ----                                    ----                    ----      ----             ----

    Net sales                                                                    $715.0                                           $660.6                                  8.2% $1,416.9           $1,050.7    34.9%

    Cost of sales                                                      446.7                             405.7                                                           879.1     607.4

    Gross profit                                                       268.3                             254.9                                    5.3%                   537.8     443.3    21.3%

    Selling and marketing expenses                                     155.2                             139.8                                                           298.2     226.2

    General, administrative and other                                   69.5                              76.3                                                           139.8     135.0

    Equity income in earnings of unconsolidated affiliates             (2.1)                            (1.1)                                                          (3.8)    (1.3)

    Royalty income, net of royalty expense                             (4.6)                            (4.1)                                                          (9.1)    (5.1)

    Operating income                                                    50.3                              44.0                                   14.3%                   112.7      88.5    27.3%


    Other expense, net:

    Interest expense, net                                               23.0                              35.7                                                            45.2      63.6

    Loss on disposal of business                                        20.4                                 -                                                           20.4         -

    Other (income) expense, net                                        (0.5)                              1.6                                                             0.5       3.1

    Total other expense                                                 42.9                              37.3                                                            66.1      66.7


    Income before income taxes                                           7.4                               6.7                                   10.4%                    46.6      21.8   113.8%

    Income tax provision                                               (9.8)                            (8.8)                                                         (21.3)   (11.4)

    Net (loss) income before non-controlling interest                  (2.4)                            (2.1)                                  14.3%                    25.3      10.4   143.3%

    Less: Net (loss) income attributable to non-controlling interest   (0.2)                            (0.5)                                                            0.1     (0.5)

    Net (loss) income attributable to Tempur Sealy International, Inc.           $(2.2)                                          $(1.6)                                37.5%    $25.2              $10.9   131.2%
                                                                                  =====                                            =====                                          =====              =====


    (Loss) earnings per common share:

    Basic                                                                       $(0.04)                                         $(0.03)                                         $0.41              $0.18
                                                                                 ======                                           ======                                          =====              =====

    Diluted                                                                     $(0.04)                                         $(0.03)                                         $0.41              $0.18
                                                                                 ======                                           ======                                          =====              =====


    Weighted average common shares outstanding:

    Basic                                                               60.8                              60.4                                                            60.8      60.2
                                                                        ====                              ====                                                            ====      ====

    Diluted                                                             60.8                              60.4                                                            61.9      61.5
                                                                        ====                              ====                                                            ====      ====


                          TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES

                                Condensed Consolidated Balance Sheets

                                            (in millions)


                                          June 30, 2014               December 31, 2013
                                          -------------               -----------------

    ASSETS                                 (unaudited)


    Current Assets:

    Cash and
     cash
     equivalents                                             $121.5                         $81.0

    Accounts
     receivable,
     net                                          376.2                            349.2

     Inventories,
     net                                          220.0                            199.2

    Prepaid
     expenses
     and other
     current
     assets                                        54.9                             53.7

    Deferred
     income
     taxes                                         45.4                             44.4

    Total
     Current
     Assets                                       818.0                            727.5

    Property,
     plant and
     equipment,
     net                                          366.4                            411.6

    Goodwill                                      741.5                            759.6

    Other
     intangible
     assets,
     net                                          743.5                            750.1

    Deferred
     income
     taxes                                         11.0                             10.9

    Other non-
     current
     assets                                        71.5                             70.2

    Total
     Assets                                                $2,751.9                      $2,729.9
                                                           ========                      ========


    LIABILITIES AND
     STOCKHOLDERS' EQUITY


    Current Liabilities:

    Accounts
     payable                                                 $235.2                        $191.2

    Accrued
     expenses
     and other
     current
     liabilities                                  205.0                            208.4

    Deferred
     income
     taxes                                          0.9                              0.8

    Income
     taxes
     payable                                       17.3                              1.5

    Current
     portion
     of long-
     term debt                                     52.8                             39.6

    Total
     Current
     Liabilities                                  511.2                            441.5

    Long-term
     debt                                       1,723.2                          1,796.9

    Deferred
     income
     taxes                                        268.4                            286.1

    Other non-
     current
     liabilities                                   81.6                             75.3

    Total
     Liabilities                                2,584.4                          2,599.8


    Redeemable
     Non-
     Controlling
     Interest                                      11.6                             11.5


    Total
     Stockholders'
     Equity                                       155.9                            118.6

    Total
     Liabilities,
     Redeemable
     Non-
     Controlling
     Interest
     and
     Stockholders'
     Equity                                                $2,751.9                      $2,729.9
                                                           ========                      ========


                                 TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES

                                  Condensed Consolidated Statements of Cash Flows

                                                   (in millions)

                                                    (unaudited)


                                                           Six Months Ended

                                                             June 30,
                                                             --------

                                                         2014                            2013
                                                         ----                            ----

    CASH FLOWS FROM OPERATING
     ACTIVITIES:

    Net income
     before non-
     controlling
     interest                                                     $25.3                        $10.9

    Adjustments to reconcile net
     income to net cash provided
     by (used in) operating
     activities:

    Depreciation and
     amortization                                        40.1                            31.4

    Amortization of
     stock-based
     compensation                                         5.4                             8.2

    Amortization of
     deferred
     financing costs                                      4.6                             2.7

    Write-off of
     deferred
     financing costs                                        -                            4.7

    Bad debt expense                                      3.9                           (0.5)

    Deferred income
     taxes                                             (17.0)                         (51.6)

    Equity income in
     earnings of
     unconsolidated
     affiliates                                         (3.8)                          (1.3)

    Non cash
     interest
     expense on
     convertible
     notes                                                2.5                             1.3

    Loss on sale of
     assets                                                 -                            0.2

    Foreign currency
     adjustments and
     other                                                0.1                             0.7

    Loss on disposal
     of business                                         20.4                               -

    Changes in
     operating
     assets and
     liabilities,
     net of effect
     of business
     acquisitions                                       (9.1)                         (18.2)

    Net cash
     provided by
     (used in)
     operating
     activities                                          72.4                          (11.5)


    CASH FLOWS FROM INVESTING
     ACTIVITIES:

    Acquisition of
     businesses, net
     of cash
     acquired                                               -                      (1,172.9)

    Proceeds from
     disposition of
     business                                            46.3                               -

    Purchases of
     property, plant
     and equipment                                     (16.9)                         (19.3)

    Other                                               (2.1)                            2.1

    Net cash
     provided by
     (used in)
     investing
     activities                                          27.3                       (1,190.1)


    CASH FLOWS FROM FINANCING
     ACTIVITIES:

    Proceeds from
     2012 Credit
     Agreement                                          106.5                         2,368.8

    Repayments of
     2012 Credit
     Agreement                                        (169.1)                        (926.6)

    Proceeds from
     issuance of
     Senior Notes                                           -                          375.0

    Proceeds from
     2011 Credit
     Facility                                               -                           46.5

    Repayments of
     2011 Credit
     Facility                                               -                        (696.5)

    Proceeds from
     exercise of
     stock options                                        3.5                             5.5

    Excess tax
     benefit from
     stock based
     compensation                                         1.5                             3.5

    Treasury shares
     repurchased                                        (2.2)                              -

    Payments of
     deferred
     financing costs                                        -                         (51.9)

    Other                                                 0.2                           (0.2)

    Net cash (used
     in) provided by
     financing
     activities                                        (59.6)                        1,124.1

    NET EFFECT OF
     EXCHANGE RATE
     CHANGES ON CASH
     AND CASH
     EQUIVALENTS                                          0.4                           (0.4)

    Increase
     (decrease) in
     cash and cash
     equivalents                                         40.5                          (77.9)

    CASH AND CASH
     EQUIVALENTS,
     beginning of
     period                                              81.0                           179.3
                                                         ----

    CASH AND CASH
     EQUIVALENTS,
     end of period                                               $121.5                       $101.4
                                                                 ======                       ======

Summary of Channel Sales

The following table highlights net sales information, by channel and by segment, for the three months ended June 30, 2014 and 2013:





    (in millions)     Consolidated         Tempur North America      Tempur International       Sealy
                      ------------         --------------------      --------------------       -----

                   Three Months Ended       Three Months Ended        Three Months Ended  Three Months Ended

                        June 30,                 June 30,                  June 30,            June 30,
                        --------                 --------                  --------            --------

                  2014                2013                      2014              2013       2014            2013        2014     2013
                  ----                ----                      ----              ----       ----            ----        ----     ----

    Retail                $658.2                    $602.1                     $225.0               $201.7         $82.4       $78.6   $350.8 $321.8

    Direct        30.6                30.3                       9.7              10.6       16.0            11.4         4.9      8.3

    Other         26.2                28.2                       2.6               3.2       11.1            10.5        12.5     14.5
                  ----                ----                       ---               ---       ----            ----        ----     ----

                          $715.0                    $660.6                     $237.3               $215.5        $109.5      $100.5   $368.2 $344.6
                          ======                    ======                     ======               ======        ======      ======   ====== ======

Summary of Product Sales

The following table highlights net sales information, by product and by segment, for the three months ended June 30, 2014 and 2013:





    (in millions)      Consolidated         Tempur North America      Tempur International       Sealy
                       ------------         --------------------      --------------------       -----

                    Three Months Ended       Three Months Ended        Three Months Ended  Three Months Ended

                         June 30,                 June 30,                  June 30,            June 30,
                         --------                 --------                  --------            --------

                   2014                2013                      2014              2013       2014            2013        2014     2013
                   ----                ----                      ----              ----       ----            ----        ----     ----

    Bedding                $657.4                    $598.5                     $223.9               $199.5         $81.5       $73.9   $352.0 $325.1

    Other products 57.6                62.1                      13.4              16.0       28.0            26.6        16.2     19.5
                   ----                ----                      ----              ----       ----            ----        ----     ----

                           $715.0                    $660.6                     $237.3               $215.5        $109.5      $100.5   $368.2 $344.6
                           ======                    ======                     ======               ======        ======      ======   ====== ======

TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES
Reconciliation of Non-GAAP Measures
(in millions, except per common share amounts)

The Company provides information regarding adjusted net income, adjusted earnings per share, earnings before interest, taxes, depreciation, and amortization ("EBITDA"), adjusted EBITDA, consolidated funded debt and consolidated funded debt less qualified cash, which are not recognized terms under GAAP and do not purport to be alternatives to net income and earnings per share as a measure of operating performance or total debt. A reconciliation of adjusted net income and adjusted earnings per share is provided below. Management believes that the use of these non-GAAP financial measures provides investors with additional useful information with respect to the impact of various costs associated with the Sealy acquisition and the disposal of the three U.S. innerspring component facilities. A reconciliation of EBITDA and adjusted EBITDA to the Company's net income and a reconciliation of total debt to consolidated funded debt and consolidated funded debt less qualified cash are also provided below. Management believes that the use of EBITDA, adjusted EBITDA, consolidated funded debt and consolidated funded debt less qualified cash also provides investors with useful information with respect to the terms of the Company's senior secured credit facility and the Company's compliance with key financial covenants. Because not all companies use identical calculations, these presentations may not be comparable to other similarly titled measures of other companies.

Reconciliation of GAAP net loss to adjusted net income

The following table sets forth the reconciliation of the Company's reported GAAP net loss for the three months ended June 30, 2014 and 2013 to the calculation of adjusted net income for the three months ended June 30, 2014 and 2013:




    (in millions, except per share amounts)              Three Months Ended         Three Months Ended

                                                           June 30, 2014               June 30, 2013
                                                           -------------

    GAAP net loss                                                            $(2.2)                           $(1.6)

    Plus:

    Loss on disposal of business, net of tax (1)                       14.7                                -

    Transaction costs, net of tax (2)                                     -                             3.7

    Integration costs, net of tax (2)                                   3.4                              4.5

    Interest expense and financing costs, net of tax (3)                  -                             6.0

    Inventory step-up, net of tax (4)                                     -                             3.1

    Adjustment of taxes to normalized rate (5)                          8.1                              6.6

    Adjusted net income                                                       $24.0                             $22.3
                                                                              =====                             =====



    (Loss) per share, diluted                                               $(0.04)                          $(0.03)

    Loss on disposal of business, net of tax (1)                       0.25                                -

    Transaction costs, net of tax (2)                                     -                            0.06

    Integration costs, net of tax (2)                                  0.05                             0.07

    Interest expense and financing costs, net of tax (3)                  -                            0.10

    Inventory step-up, net of tax (4)                                     -                            0.05

    Adjustment of taxes to normalized rate (5)                         0.13                             0.11
                                                                       ----                             ----

    Adjusted earnings per share, diluted                                      $0.39                             $0.36
                                                                              =====                             =====


    Diluted shares outstanding                                         62.0                             61.6
                                                                       ====                             ====

(1) Loss on disposal of business represents costs associated with the disposition of the three U.S. innerspring component production facilities and related equipment.

(2) Transaction and integration costs represents costs, including legal fees, professional fees and other charges to align the businesses related to the Sealy acquisition.

(3) Interest expense and financing costs represents certain costs incurred related to the Sealy acquisition. This includes: interest on the Company's 6.875% Senior Notes due 2020, for the period prior to March 18, 2013 when the proceeds from the Senior Notes were held in escrow, commitments associated with financing for the closing of the Sealy acquisition, and ticking fees. Interest expense also includes the write-off of deferred financing costs.

(4) Inventory step-up represents the reversal of the fair value adjustment associated with the Sealy acquisition.

(5) Adjustment of taxes to normalized rate represents adjustments associated with the tax impacts of the loss on disposal of business, integration costs, and transaction costs.

Reconciliation of GAAP net loss to EBITDA and adjusted EBITDA

The following table sets forth the reconciliation of the Company's reported GAAP net loss to the calculation of EBITDA and adjusted EBITDA for the three months ended June 30, 2014 and June 30, 2013:



    (in millions)                                Three Months Ended        Three Months Ended

                                                    June 30, 2014             June 30, 2013

    GAAP net loss                                                   $(2.2)                         $(1.6)

    Interest expense                                           23.0                           35.7

    Income taxes                                                9.8                            8.8

    Depreciation & amortization                                21.5                           24.9
                                                               ----                           ----

    EBITDA                                                           $52.1                           $67.8


    Adjustments for financial covenant purposes:

    Loss on disposal of business                               20.4                              -

    Transaction costs                                             -                           5.4

    Integration costs                                           5.2                            6.5

    Inventory step-up                                             -                           4.5

    Adjusted EBITDA                                                  $77.7                           $84.2
                                                                     =====                           =====

The following table sets forth the reconciliation of the Company's reported net income to the calculation of EBITDA and adjusted EBITDA for the twelve months ended June 30, 2014 in accordance with the Company's senior secured credit facility.



    (in millions)                                Twelve Months Ended

                                                    June 30, 2014
                                                    -------------

    Net income                                                        $92.9

    Interest expense                                            92.4

    Income taxes                                                59.0

    Depreciation & amortization                                 97.3
                                                                ----

    EBITDA                                                           $341.6


    Adjustments for financial covenant purposes:

    Loss on disposal of business                                20.4

    Transaction costs                                            1.5

    Integration costs                                           25.3

    Adjusted EBITDA                                                  $388.8
                                                                     ======

This information is presented solely for the purpose of providing information to investors regarding the Company's compliance with certain financial covenants in its senior secured credit facility that are based on adjusted EBITDA.

Reconciliation of total debt to consolidated funded debt less qualified cash

The following table sets forth the reconciliation of the Company's reported total debt to the calculation of consolidated funded debt less qualified cash as of June 30, 2014. "Consolidated funded debt" and "qualified cash" are terms used in the Company's senior secured credit facility for purposes of certain financial covenants.




    (in millions)                                As of June 30, 2014
                                                 -------------------

    Total debt                                                       $1,776.0

    Plus:

    Letters of credit outstanding                               17.5

    Consolidated funded debt                                 1,793.5

    Less:

       Domestic qualified cash (1)                              80.9

       Foreign qualified cash  (1)                              24.4
                                                                ----

    Consolidated funded debt less qualified cash                     $1,688.2
                                                                     ========

(1) Qualified cash as defined in the credit agreement equals 100.0% of unrestricted domestic cash plus 60.0% of unrestricted foreign cash. For purposes of calculating leverage ratios, qualified cash is capped at $150.0 million.

Calculation of consolidated funded debt less qualified cash to Adjusted EBITDA






    (in millions)                                As of June 30, 2014
                                                 -------------------

    Consolidated funded debt less qualified cash               $1,688.2

    Adjusted EBITDA                                   388.8

                                                  4.3 times             (1)
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(1) The ratio of consolidated debt less qualified cash to adjusted EBITDA was 4.3 times, within the Company's covenant, which requires this ratio be less than 4.75 times from April 1, 2014 through June 30, 2014. For the quarter ended September 30, 2014, the covenant requires a ratio of less than 4.50 times.

SOURCE Tempur Sealy International, Inc.