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

THIRD QUARTER FINANCIAL SUMMARY


    --  Earnings per diluted share ("EPS") under U.S. generally accepted
        accounting principles ("GAAP") in the third quarter of 2014 were $0.60
        compared to GAAP EPS of $0.65 in the third quarter of 2013. The 2014
        results reflect a discrete tax item associated with the repatriation of
        foreign earnings. The 2014 and 2013 results reflect integration and
        transaction costs, and certain non-recurring interest expense and
        financing costs.
    --  Adjusted EPS (which is a non-GAAP measure) increased 21% to $0.88 in the
        third quarter of 2014 as compared to adjusted EPS of $0.73 in the third
        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.
    --  GAAP net income in the third quarter of 2014 was $37.1 million as
        compared to GAAP net income of $40.2 million for the third quarter of
        2013. The Company reported adjusted net income of $54.8 million for the
        third quarter of 2014 as compared to adjusted net income of $44.9
        million for the third quarter of 2013, a 22% increase.
    --  Total net sales increased 12.5% to $827.4 million in the third quarter
        of 2014 from $735.5 million in the third quarter of 2013. The net sales
        increase was driven by double digit sales growth in each of the
        Company's three business segments.
    --  Gross profit margin was 38.5% in the third quarter of 2014 as compared
        to 40.6% in the third quarter of 2013. The gross profit margin decreased
        primarily as a result of lower Sealy and Tempur International gross
        profit margins, offset partially by an increase in Tempur North
        America's gross profit margin.
    --  Operating income was $87.1 million in the third quarter of 2014 as
        compared to $81.2 million in the third quarter of 2013. Operating income
        in the third quarter of 2014 included $10.5 million of integration costs
        and in the third quarter of 2013 included $8.5 million of transaction
        and integration costs related to the Sealy acquisition.
    --  EBITDA for the third quarter of 2014 was $106.2 million as compared to
        $107.0 million for the third quarter of 2013. Adjusted EBITDA (this and
        EBITDA are non-GAAP measures) for the third quarter of 2014 was $119.5
        million as compared to $115.5 million for the third quarter of 2013.
    --  Year to date through September 30, 2014, the Company has reduced total
        debt by $189.7 million. The Company ended the quarter with consolidated
        funded debt less qualified cash of $1.6 billion. The ratio of
        consolidated funded debt less qualified cash to adjusted EBITDA was 4.1
        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 (all of 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 we are pleased with our third quarter performance. We executed well on our strategic initiatives which led to better than expected sales and a solid increase in earnings. Tempur North America in particular performed very well, achieving record quarterly sales and a significant improvement in operating margin. Both Sealy and Tempur International sales grew well, but their margins were below plan and constrained our overall profitability. In addition, our year-to-date operating cash flow of $181 million has allowed us to significantly reduce our total debt."

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 15.8% to $280.6 million in the third quarter of 2014 from $242.4 million in the third quarter of 2013. Bedding net sales increased 19.5% to $263.6 million in the third quarter of 2014 from $220.6 million in the third quarter of 2013. Net sales of Other products decreased 22.0% to $17.0 million from $21.8 million in the third quarter of 2013. Tempur North America's operating margin improved significantly year-over-year, driven by an increase in gross margin and operating expense leverage on higher sales.

Tempur International net sales increased 10.9% to $114.5 million in the third quarter of 2014 from $103.2 million in the third quarter of 2013. On a constant currency basis, Tempur International sales increased 10.7%. Bedding net sales increased 10.7% to $84.7 million in the third quarter of 2014 from $76.5 million in the third quarter of 2013. Net sales of Other products increased 11.6% to $29.8 million in the third quarter of 2014 from $26.7 million in the third quarter of 2013. Tempur International's operating margin declined year-over-year due to a decline in gross margin and higher operating expenses primarily related to startup costs associated with Sealy Europe.

Sealy net sales increased 10.9% to $432.3 million in the third quarter of 2014 from $389.9 million in the third quarter of 2013. Bedding net sales increased 11.4% to $407.0 million in the third quarter of 2014 from $365.2 million in the third quarter of 2013. Net sales of Other products increased 2.4% to $25.3 million in the third quarter of 2014 from $24.7 million in the third quarter of 2013. Sealy's operating margin declined year-over-year due primarily to a decline in gross margin, offset partially by operating expense leverage on higher sales.

Financial Guidance
The Company updated financial guidance for 2014.

The Company currently expects the following for 2014:


    --  Net sales to range from $2.970 billion to $3.000 billion
    --  Adjusted EBITDA to range from $405 million to $415 million
    --  Adjusted EPS to range from $2.60 to $2.70 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, transaction and integration costs related to the Sealy acquisition, the accelerated amortization of deferred financing charges for voluntary prepayment of Term A and Term B loans, discrete items associated with the repatriation of foreign earnings or costs related to the Company's senior secured facilities amendment completed in October 2014.

Conference Call Information

Tempur Sealy International, Inc. will host a live conference call to discuss financial results today, October 30, 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 the 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 acquisitions. 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 product and channel mix and the impact on the Company's gross margin; changes in interest rates; the impact of the macroeconomic environment in both the U.S. and internationally on the Company's business segments; 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 effects of consolidation of retailers on revenues and costs; 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                                                            Nine Months Ended
                                                                       ------------------                                                        -----------------

                                                                         September 30,                            Chg %                           September 30,               Chg %
                                                                         -------------                             ----                            -------------                ----

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

    Net sales                                                                   $827.4                                           $735.5                                 12.5%        $2,244.3        $1,786.2 25.6%

    Cost of sales                                                     508.9                             436.8                                                         1,388.0          1,044.2

    Gross profit                                                      318.5                             298.7                                   6.6%                    856.3            742.0 15.4%

    Selling and marketing expenses                                    166.8                             150.9                                                           465.0            377.1

    General, administrative and other expenses                         70.8                              71.9                                                           210.6            206.9

    Equity income in earnings of unconsolidated affiliates            (1.8)                            (1.2)                                                          (5.6)           (2.5)

    Royalty income, net of royalty expense                            (4.4)                            (4.1)                                                         (13.5)           (9.2)

    Operating income                                                   87.1                              81.2                                   7.3%                    199.8            169.7 17.7%


    Other expense, net:

    Interest expense, net                                              25.3                              24.6                                                            70.5             88.2

    Loss on disposal, net                                               2.8                                 -                                                           23.2                -

    Other (income) expense, net                                       (0.9)                              0.9                                                           (0.4)             4.0

    Total other expense                                                27.2                              25.5                                                            93.3             92.2


    Income before income taxes                                         59.9                              55.7                                   7.5%                    106.5             77.5 37.4%

    Income tax provision                                             (22.4)                           (15.5)                                                         (43.7)          (26.9)

    Net income before non-controlling interest                         37.5                              40.2                                 (6.7)%                     62.8             50.6 24.1%

    Less: Net income (loss) attributable to non-controlling interest    0.4                                 -                                                            0.5            (0.5)
                                                                        ---

    Net income attributable to Tempur Sealy International, Inc.                  $37.1                                            $40.2                                (7.7)%           $62.3           $51.1 21.9%
                                                                                 =====                                            =====                                                 =====           =====


    Earnings per common share:

    Basic                                                                        $0.61                                            $0.66                                                 $1.02           $0.85
                                                                                 =====                                            =====                                                 =====           =====

    Diluted                                                                      $0.60                                            $0.65                                                 $1.00           $0.83
                                                                                 =====                                            =====                                                 =====           =====

    Weighted average common shares outstanding:

    Basic                                                              60.9                              60.5                                                            60.8             60.3
                                                                       ====                              ====                                                            ====             ====

    Diluted                                                            62.1                              61.6                                                            62.0             61.6
                                                                       ====                              ====                                                            ====             ====




                                 TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES

                                        Condensed Consolidated Balance Sheet

                                                   (in millions)


                                                    September 30,                   December 31,
                                                         2014                           2013
                                                   --------------                -------------

    ASSETS                                           (unaudited)


    Current Assets:

       Cash and cash equivalents                                        $81.8                         $81.0

       Accounts receivable, net                             402.4                            349.2

       Inventories                                          207.3                            199.2

       Prepaid expenses and other
        current assets                                       53.1                             53.7

       Deferred income taxes                                 47.2                             44.4
                                                             ----                             ----

    Total Current Assets                                    791.8                            727.5

       Property, plant and
        equipment, net                                      358.1                            411.6

       Goodwill                                             738.4                            759.6

       Other intangible assets, net                         736.2                            750.1

       Deferred income taxes                                 10.6                             10.9

       Other non-current assets                              64.6                             70.2

    Total Assets                                                     $2,699.7                      $2,729.9
                                                                     ========                      ========


    LIABILITIES AND STOCKHOLDERS' EQUITY


    Current Liabilities:

       Accounts payable                                                $249.3                        $191.2

       Accrued expenses and other
        current liabilities                                 233.5                            208.4

       Deferred income taxes                                  0.8                              0.8

       Income taxes payable                                  19.1                              1.5

       Current portion of long-
        term debt                                            60.2                             39.6
                                                             ----                             ----

    Total Current Liabilities                               562.9                            441.5

       Long-term debt                                     1,586.6                          1,796.9

       Deferred income taxes                                261.9                            286.1

       Other non-current
        liabilities                                         102.7                             75.3
                                                            -----                             ----

    Total Liabilities                                     2,514.1                          2,599.8


    Redeemable Non-Controlling
     Interest                                                12.0                             11.5


    Total Stockholders' Equity                              173.6                            118.6

    Total Liabilities,
     Redeemable Non-Controlling
     Interest and Stockholders'
     Equity                                                          $2,699.7                      $2,729.9
                                                                     ========                      ========




                              TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES

                               Condensed Consolidated Statements of Cash Flows

                                                (in millions)

                                                 (unaudited)


                                                      Nine Months Ended

                                                      September 30,
                                                      -------------

                                                     2014                             2013
                                                     ----                             ----

    CASH FLOWS FROM OPERATING
     ACTIVITIES:

    Net income
     before non-
     controlling
     interest                                                $62.8                          $50.6

    Adjustments to reconcile
     net income to net cash
     provided by operating
     activities:

    Depreciation
     and
     amortization                                    57.7                             52.5

    Amortization of
     stock-based
     compensation                                     9.4                             13.8

    Amortization of
     deferred
     financing
     costs                                           10.2                              5.0

    Write off of
     deferred
     financing
     costs                                              -                             4.7

    Bad debt
     expense                                          4.8                              0.1

    Deferred income
     taxes                                         (23.9)                          (56.4)

    Equity in
     earnings of
     unconsolidated
     affiliates                                     (5.6)                           (2.3)

    Non cash
     interest
     expense on
     convertible
     notes                                            3.8                              2.4

    Loss on sale of
     assets                                           1.4                              0.6

    Foreign
     currency
     adjustments
     and other                                        0.1                                -

    Loss on
     disposal of
     business                                        23.2                                -

    Changes in
     operating
     assets and
     liabilities                                     37.0                             33.8
                                                     ----                             ----

    Net cash
     provided by
     operating
     activities                                     180.9                            104.8


    CASH FLOWS FROM INVESTING
     ACTIVITIES:

    Acquisition of
     business, net
     of cash
     acquired                                       (8.5)                       (1,172.9)

    Proceeds from
     disposition of
     business                                        43.5                                -

    Purchases of
     property,
     plant and
     equipment                                     (30.3)                          (28.4)

    Other                                             2.0                              0.9
                                                      ---                              ---

    Net cash
     provided by
     (used in)
     investing
     activities                                       6.7                        (1,200.4)


    CASH FLOWS FROM FINANCING
     ACTIVITIES:

    Proceeds from
     2012 Credit
     Agreement                                      239.5                          2,917.6

    Repayments of
     2012 Credit
     Agreement                                    (432.7)                       (1,559.1)

    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                                    3.9                              6.0

    Excess tax
     benefit from
     stock based
     compensation                                     1.6                              3.7

    Treasury shares
     repurchased                                    (2.2)                               -

    Payments of
     deferred
     financing cost                                     -                          (52.0)

    Other                                             0.4                            (0.7)
                                                      ---                             ----

    Net cash (used
     in) provided
     by financing
     activities                                   (189.5)                         1,040.5

    NET EFFECT OF
     EXCHANGE RATE
     CHANGES ON
     CASH AND CASH
     EQUIVALENTS                                      2.7                              2.4
                                                      ---                              ---

    Increase
     (decrease) in
     cash and cash
     equivalents                                      0.8                           (52.7)

    CASH AND CASH
     EQUIVALENTS,
     beginning of
     period                                          81.0                            179.3

    CASH AND CASH
     EQUIVALENTS,
     end of period                                           $81.8                         $126.6
                                                             =====                         ======

Summary of Channel Sales

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



                           Consolidated                  Tempur North America           Tempur International                  Sealy
                           ------------                  --------------------           --------------------                  -----

    (in millions)  Three Months Ended September      Three Months Ended September   Three Months Ended September   Three Months Ended September
                               30,                             30,                          30,                          30,
                  -----------------------------      -----------------------------   -----------------------------   -----------------------------

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

    Retail                     $770.9                             $669.7                          $267.2                          $226.5                 $87.3       $79.7   $416.4 $363.5

    Direct             31.2                     31.5                            9.7                  11.6                  16.9                    12.5         4.6      7.4

    Other              25.3                     34.3                            3.7                   4.3                  10.3                    11.0        11.3     19.0

                               $827.4                             $735.5                          $280.6                          $242.4                $114.5      $103.2   $432.3 $389.9
                               ======                             ======                          ======                          ======                ======      ======   ====== ======

Summary of Product Sales

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



                           Consolidated                  Tempur North America           Tempur International                  Sealy
                           ------------                  --------------------           --------------------                  -----

    (in millions)  Three Months Ended September      Three Months Ended September   Three Months Ended September   Three Months Ended September
                               30,                             30,                          30,                          30,
                  -----------------------------      -----------------------------   -----------------------------   -----------------------------

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

    Bedding                    $755.3                             $662.3                          $263.6                          $220.6                 $84.7       $76.5   $407.0 $365.2

    Other              72.1                     73.2                           17.0                  21.8                  29.8                    26.7        25.3     24.7

                               $827.4                             $735.5                          $280.6                          $242.4                $114.5      $103.2   $432.3 $389.9
                               ======                             ======                          ======                          ======                ======      ======   ====== ======

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 or the accelerated amortization of deferred financing charges for voluntary prepayment of Term A and Term B loans. 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 income to adjusted net income

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



                            Three Months        Three Months
                                Ended                Ended

    (in millions, except    September 30,       September 30,
     per share amounts)          2014                 2013
                           --------------       --------------

    GAAP net income                       $37.1                       $40.2

    Plus:

    Loss on disposal of
     business, net of tax
     (1)                             2.0                           -

    Transaction costs, net
     of tax (2)                         -                        1.0

    Integration costs, net
     of tax (2)                       7.6                         5.1

    Interest expense and
     financing costs, net
     of tax (3)                       2.7                         0.5

    Adjustment of income
     taxes to normalized
     rate (4)                         5.4                       (1.9)

    Adjusted net income                   $54.8                       $44.9
                                          =====                       =====



    Income per share,
     diluted                              $0.60                       $0.65

    Loss on disposal of
     business, net of tax
     (1)                            0.03                           -

    Transaction costs, net
     of tax (2)                         -                       0.02

    Integration costs, net
     of tax (2)                      0.12                        0.08

    Interest expense and
     financing costs, net
     of tax (3)                      0.04                        0.01

    Adjustment of income
     taxes to normalized
     rate (4)                        0.09                      (0.03)

    Adjusted earnings per
     share, diluted                       $0.88                       $0.73
                                          =====                       =====


    Diluted shares
     outstanding                     62.1                        61.6
                                     ====                        ====


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

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

    (3)              Interest expense and financing costs
                     represents certain costs incurred
                     related to the accelerated
                     amortization of deferred financing
                     costs associated with the $125.0
                     million voluntary prepayment and
                     financing costs incurred in
                     connection with the amendment of the
                     Company's 2012 Credit Agreement.

    (4)              Adjustment of income taxes to
                     normalized rate represents
                     adjustments associated with the
                     aforementioned items and other
                     discrete income tax events.

Reconciliation of GAAP net income to EBITDA and adjusted EBITDA

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



                               Three Months         Three Months
                                    Ended               Ended

    (in millions)              September 30,        September 30,
                                    2014                  2013
                              --------------        --------------

    GAAP net income                           $37.1                      $40.2

    Interest expense                    25.3                       24.6

    Income taxes                        22.4                       15.5

    Depreciation &
     amortization                       21.4                       26.7

    EBITDA                                   $106.2                     $107.0


    Adjustments for financial
     covenant purposes:

    Loss on disposal of
     business                            2.8                          -

    Transaction costs                      -                       1.2

    Integration costs                   10.5                        7.3

    Adjusted EBITDA                          $119.5                     $115.5
                                             ======                     ======

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 September 30, 2014 (which is a non-GAAP measure) in accordance with the Company's senior secured credit facility:



                                  Twelve Months
                                       Ended

    (in millions)                 September 30,
                                       2014
                                 --------------

    Net income                                   $89.8

    Interest expense                       93.1

    Income taxes                           65.9

    Depreciation & amortization            92.0

    EBITDA                                      $340.8


    Adjustments for financial
     covenant purposes:

    Loss on disposal of business           23.2

    Transaction costs                       0.3

    Integration costs                      28.5

    Adjusted EBITDA                             $392.8
                                                ======

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, which is a non-GAAP measure.

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 funded debt less qualified cash as of September 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 September
                                                30,
                                                    2014
                                                    ----

    Total debt                                              $1,646.8

    Plus:

    Letters of credit outstanding                   17.1

    Consolidated funded debt                                $1,663.9

    Less:

    Domestic qualified cash (1)                     41.0

    Foreign qualified cash (1)                      24.5

    Consolidated funded debt less
     qualified cash                                         $1,598.4
                                                            ========


    (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 September
                                         30,
                                             2014
                                             ----

    Consolidated funded debt less
     qualified cash                       1,598.4

    Adjusted EBITDA                         392.8

                                              4.1 times (1)
                                              === =====


    (1)              The ratio of consolidated debt
                     less qualified cash to adjusted
                     EBITDA was 4.1 times, within
                     the Company's covenant, which
                     requires this ratio be less
                     than 4.50 times at September
                     30, 2014.

SOURCE Tempur Sealy International, Inc.