LEXINGTON, Ky., July 28, 2016 /PRNewswire/ -- Tempur Sealy International, Inc. (NYSE: TPX) today announced financial results for the second quarter ended June 30, 2016. The Company also updated financial guidance for the full year 2016.

SECOND QUARTER 2016 FINANCIAL SUMMARY


    --  Total net sales increased 5.2% to $804.4 million from $764.4 million in
        the second quarter of 2015. On a constant currency basis((1)), total net
        sales increased 6.6%, with an increase of 6.4% in the North America
        business segment and an increase of 7.6% in the International business
        segment.
    --  Gross margin under U.S. generally accepted accounting principles
        ("GAAP") was 41.9% as compared to 38.9% in the second quarter of 2015.
    --  GAAP operating income increased 92.7% to $100.2 million as compared to
        $52.0 million in the second quarter of 2015. Operating income in the
        second quarter of 2016 included $1.0 million of integration costs.
        Operating income in the second quarter of 2015 included $6.7 million of
        integration costs and $11.7 million of additional costs related to the
        Company's 2015 Annual Meeting and related executive management
        transition and retention compensation. Adjusted operating income((1))
        increased 43.8% to $101.2 million, or 12.6% of net sales, as compared to
        $70.4 million, or 9.2% of net sales, in the second quarter of 2015.
    --  GAAP net income increased 0.5% to $21.3 million as compared to $21.2
        million in the second quarter of 2015. The Company incurred a $47.2
        million loss on extinguishment of debt associated with the completion of
        a new credit facility and new senior notes offering in the second
        quarter of 2016 and related repayment of existing debt. Adjusted net
        income((1)) increased 67.3% to $55.7 million as compared to $33.3
        million in the second quarter of 2015.
    --  Earnings before interest, tax, depreciation and amortization
        ("EBITDA")((1)) increased 61.7% to $123.7 million as compared to $76.5
        million for the second quarter of 2015. Adjusted EBITDA((1)) increased
        38.1% to $124.7 million as compared to $90.3 million in the second
        quarter of 2015.
    --  GAAP earnings per diluted share ("EPS") was $0.35 as compared to $0.34
        in the second quarter of 2015. Adjusted EPS((1)) increased 73.6% to
        $0.92 as compared to adjusted EPS((1)) of $0.53 in the second quarter of
        2015.
    --  The Company ended the second quarter of 2016 with consolidated funded
        debt less qualified cash((1)) of $1.6 billion. Leverage based on the
        ratio of consolidated funded debt less qualified cash to Adjusted
        EBITDA((1)) was 3.18 times for the trailing twelve months ended June 30,
        2016 as compared to 3.77 times for the trailing twelve months ended June
        30, 2015.
    --  During the second quarter of 2016, the Company repurchased 2.1 million
        shares of its common stock for a total cost of $122 million. As of June
        30, 2016, the Company had $178 million available under its existing
        share repurchase authorization. In a separate press release issued
        today, Tempur Sealy International announced that its Board of Directors
        authorized an additional $200 million to its existing share repurchase
        authorization.

Tempur Sealy International, Inc. Chairman and CEO Scott Thompson commented, "Thanks to the hard work of our more than 7,000 associates worldwide, the Company had an excellent quarter. We are gaining traction toward the goals we have set. Adjusted EBITDA and gross margins have increased for the third consecutive quarter, adjusted EPS is up 74%. We are improving operating leverage, continuing to invest heavily in our brands, expanding distribution, and successfully servicing our retailers and direct customers. By continuing to strengthen our iconic brands, drive higher ROIC and enhance our competitive cost position, we are positioning the Company well to deliver for our investors and other stakeholders for years to come."


                                                      SECOND QUARTER KEY HIGHLIGHTS


    (in millions, except
     percentages and per common
     share amounts)                   Three Months Ended                   % Change      % Change Constant
                                                                                            Currency(1)
                                                                                             ----------

    June 30, 2016               June 30, 2015
    -------------               -------------

    Net sales                                    $804.4                             $764.4                  5.2%        6.6%

    Net income                           21.3                            21.2                     0.5%           13.7%

    EPS                                  0.35                            0.34                     2.9%           17.6%

    Adjusted EBITDA(1)                  124.7                            90.3                    38.1%           42.7%

    Adjusted EPS(1)                               $0.92                              $0.53                 73.6%       83.0%


             (1)    This is a non-GAAP financial
                     measure. Please refer to
                     "Non-GAAP Financial Measures
                     and Constant Currency
                     Information" below.

Business Segment Highlights

The Company's business segments include North America and International. Corporate operating expenses are not included in either of the business segments and are presented separately as a reconciling item to consolidated results.

North America net sales increased 6.0% to $668.2 million from $630.3 million in the second quarter of 2015. On a constant currency basis((1)), North America net sales increased 6.4% driven by the success of new products and expanded distribution. GAAP gross margin was 40.0% as compared to 36.1% in the second quarter of 2015. GAAP operating margin was 15.5% as compared to 10.2% in the second quarter of 2015, driven primarily by gross margin improvement.

North America adjusted gross margin((1)) improved 340 basis points to 40.0% as compared to 36.6% in the second quarter of 2015. Gross margin and adjusted gross margin((1)) improvements were primarily driven by operational improvements, pricing actions and product mix. These factors were slightly offset by new product launch costs. The increase in North America gross margin and adjusted gross margin((1)) as well as an improvement in the Company's operating leverage drove a 430 basis point increase in the Company's North America adjusted operating margin((1)) to 15.5% as compared to 11.2% in the second quarter of 2015.

International net sales increased 1.6% to $136.2 million from $134.1 million in the second quarter of 2015. On a constant currency basis((1)), International net sales increased 7.6%. GAAP gross margin was 51.1% as compared to 52.3% in the second quarter of 2015. GAAP operating margin was 17.0% as compared to 17.7% in the second quarter 2015, driven primarily by the decrease in gross margin.

International adjusted gross margin((1) )declined 120 basis points to 51.1% as compared to 52.3% in the second quarter of 2015. The decrease in gross margin and adjusted gross margin((1)) was primarily driven by costs associated with new product introductions and product mix. These factors were slightly offset by an improvement in channel mix. The decrease in International gross margin and adjusted gross margin((1)) drove a 110 basis point decrease in the Company's International adjusted operating margin((1)) to 17.0% as compared to 18.1% in the second quarter of 2015.

Corporate GAAP operating expense decreased 27.5% to $26.3 million from $36.3 million in the second quarter of 2015. The decrease in operating expense was primarily driven by $11.7 million incurred in the second quarter of 2015 related to the Company's 2015 Annual Meeting and executive management transition and related retention compensation, which were not incurred in the second quarter of 2016.

Corporate adjusted operating expense((1)) increased 6.2% to $25.7 million from $24.2 million in the second quarter of 2015. The increase in Corporate adjusted operating expense was primarily related to increases in performance related compensation expense.

Balance Sheet

As of June 30, 2016, the Company reported $137.9 million in cash and cash equivalents and $1.7 billion in total debt, as compared to $153.9 million in cash and cash equivalents and $1.5 billion in total debt as of December 31, 2015.

Financial Guidance

The Company also today updated its financial guidance for 2016. For the full year 2016, the Company currently expects Adjusted EBITDA((1)) to range from $525 million to $550 million. 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.

Conference Call Information

Tempur Sealy International, Inc. will host a live conference call to discuss financial results today, July 28, 2016 at 8:00 a.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.

Non-GAAP Financial Measures and Constant Currency Information

For additional information regarding adjusted net income, adjusted EPS, adjusted gross profit, adjusted gross margin, adjusted operating income (expense), adjusted operating margin, EBITDA, adjusted EBITDA, consolidated funded debt, and consolidated funded debt less qualified cash (all of which are non-GAAP financial measures), please refer to the reconciliations and other information included in the attached schedules. For information on the methodology used to present information on a constant currency basis, please refer to "Constant Currency Information" included in the attached schedules.



             (1)    This is a non-GAAP financial
                     measure. Please refer to
                     "Non-GAAP Financial Measures
                     and Constant Currency
                     Information" below.

Forward-looking Statements

This press 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 adjusted EBITDA for 2016 and performance generally for 2016 and subsequent periods. 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 debt level; 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, regulatory or investigation proceedings; changing commodity costs; the effect of future legislative or regulatory changes; and disruptions to the implementation of the Company's strategic priorities and business plan caused by abrupt changes in the Company's senior management team and Board of Directors.

There are a number of risks, uncertainties and other 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 press release, including the risk factors discussed under the heading "Risk Factors" under ITEM 1A of Part 1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2015. There may be other factors that may cause the Company's actual results to differ materially from the forward-looking statements. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

About Tempur Sealy International, Inc.

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 highly recognized brands, including TEMPUR®, Tempur-Pedic®, Sealy®, Sealy Posturepedic® 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.

Investor Relations Contact:

Barry Hytinen
Executive Vice President, Chief Financial Officer
Tempur Sealy International, Inc.
800-805-3635
Investor.relations@tempursealy.com



                                                                                                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,                          Chg %                                June 30,                  Chg %
                                                                           --------                           ----                                 --------                   ----

                                                                      2016                 2015                                              2016                      2015
                                                                      ----                 ----                                              ----                      ----

    Net sales                                                                  $804.4                                       $764.4                                    5.2%         $1,525.4        $1,503.9  1.4%

    Cost of sales                                                    467.5                         466.9                                                             897.5             927.7

    Gross profit                                                     336.9                         297.5                                    13.2%                    627.9             576.2  9.0%

    Selling and marketing expenses                                   172.8                         168.6                                                             322.9             322.4

    General, administrative and other expenses                        71.9                          85.1                                                             143.6             162.8

    Equity income in earnings of unconsolidated affiliates           (3.4)                        (3.4)                                                            (6.2)            (6.4)

    Royalty income, net of royalty expense                           (4.6)                        (4.8)                                                            (9.3)            (9.0)

    Operating income                                                 100.2                          52.0                                    92.7%                    176.9             106.4 66.3%


    Other expense, net:

    Interest expense, net                                             23.1                          20.5                                                              44.5              40.9

    Loss on extinguishment of debt                                    47.2                             -                                                             47.2                 -

    Other expense (income), net                                        0.7                           2.2                                                             (0.3)              0.9

    Total other expense                                               71.0                          22.7                                                              91.4              41.8


    Income before income taxes                                        29.2                          29.3                                   (0.3)%                     85.5              64.6 32.4%

    Income tax provision                                             (9.2)                        (8.3)                                                           (26.5)           (18.6)

    Net income before non-controlling interest                        20.0                          21.0                                   (4.8)%                     59.0              46.0 28.3%

    Less: Net (loss) income attributable to non-controlling interest
     (1),(2)                                                         (1.3)                        (0.2)                                                            (1.9)              1.4
                                                                      ----

    Net income attributable to Tempur Sealy International, Inc.                 $21.3                                        $21.2                                    0.5%            $60.9           $44.6 36.5%
                                                                                =====                                        =====                                                    =====           =====


    Earnings per common share:

    Basic                                                                       $0.35                                        $0.35                                                    $1.00           $0.73
                                                                                =====                                        =====                                                    =====           =====

    Diluted                                                                     $0.35                                        $0.34                                    2.9%            $0.99           $0.72 37.5%
                                                                                =====                                        =====                                                    =====           =====

    Weighted average common shares outstanding:

    Basic                                                             60.2                          61.3                                                              61.1              61.1
                                                                      ====                          ====                                                              ====              ====

    Diluted                                                           60.8                          62.4                                                              61.7              62.3
                                                                      ====                          ====                                                              ====              ====




    (1)              (Loss) attributable to the
                     Company's redeemable non-
                     controlling interest in Comfort
                     Revolution, LLC for the three
                     months ended June 30, 2016 and
                     2015 represented $(1.3) million
                     and $(0.1) million,
                     respectively. (Loss) income
                     attributable to the Company's
                     redeemable non-controlling
                     interest in Comfort Revolution,
                     LLC for the six months ended
                     June 30, 2016 and 2015
                     represented $(1.9) million and
                     $0.5 million, respectively.


    (2)              As of June 30, 2015, the
                     redemption value exceeded the
                     accumulated earnings of the
                     Company's redeemable non-
                     controlling interest in Comfort
                     Revolution, LLC. Accordingly,
                     for the three and six months
                     ended June 30, 2015, the
                     Company recorded a $(0.1)
                     million and $0.9 million
                     adjustment, net of tax,
                     respectively, to adjust the
                     carrying value of redeemable
                     non-controlling interest to
                     its redemption value. As of
                     June 30, 2016, the accumulated
                     earnings exceeded the
                     redemption value and,
                     accordingly, a redemption value
                     adjustment was not necessary
                     for the three or six months
                     ended June 30, 2016.



                          TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES

                                Condensed Consolidated Balance Sheet

                                            (in millions)


                                          June 30, 2016              December 31, 2015
                                          -------------              -----------------

    ASSETS                                 (unaudited)


    Current Assets:

       Cash and
        cash
        equivalents                                         $137.9                        $153.9

       Accounts
        receivable,
        net                                       414.0                           379.4

        Inventories,
        net                                       225.6                           199.2

       Prepaid
        expenses
        and other
        current
        assets                                     71.4                            76.6
                                                   ----                            ----

    Total
     Current
     Assets                                       848.9                           809.1

       Property,
        plant and
        equipment,
        net                                       362.2                           361.7

       Goodwill                                   719.6                           709.4

       Other
        intangible
        assets,
        net                                       691.9                           695.4

       Deferred
        income
        taxes                                      12.5                            12.2

       Other non-
        current
        assets                                     84.3                            67.7

    Total
     Assets                                               $2,719.4                      $2,655.5
                                                          ========                      ========


    LIABILITIES AND
     STOCKHOLDERS' EQUITY


    Current Liabilities:

       Accounts
        payable                                             $253.5                        $266.3

       Accrued
        expenses
        and other
        current
        liabilities                               263.7                           254.0

       Income
        taxes
        payable                                     1.1                            11.2

       Current
        portion
        of long-
        term debt                                 150.2                           181.5
                                                  -----                           -----

    Total
     Current
     Liabilities                                  668.5                           713.0

       Long-term
        debt, net                               1,526.6                         1,273.3

       Deferred
        income
        taxes                                     194.6                           195.4

       Other non-
        current
        liabilities                               161.7                           171.2
                                                  -----                           -----

    Total
     Liabilities                                2,551.4                         2,352.9


    Redeemable
     Non-
     Controlling
     Interest                                      10.5                            12.4


    Total
     Stockholders'
     Equity                                       157.5                           290.2
                                                  -----                           -----

    Total
     Liabilities,
     Redeemable
     Non-
     Controlling
     Interest
     and
     Stockholders'
     Equity                                               $2,719.4                      $2,655.5
                                                          ========                      ========




                                                                                      TEMPUR SEALY INTERNATIONAL, INC. AND SUBSIDIARIES

                                                                                       Condensed Consolidated Statements of Cash Flows

                                                                                                        (in millions)

                                                                                                         (unaudited)


                                                                                                                                               Six Months Ended

                                                                                                                                                 June 30,
                                                                                                                                                 --------

                                                                                                                                             2016               2015
                                                                                                                                             ----               ----

    CASH FLOWS FROM OPERATING ACTIVITIES:

    Net income before non-controlling interest                                                                                                        $59.0                   $46.0

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

    Depreciation and amortization                                                                                                            36.0                        36.6

    Amortization of stock-based compensation                                                                                                 10.6                        11.7

    Amortization of deferred financing costs                                                                                                  2.5                         4.5

    Bad debt expense                                                                                                                          1.8                         3.0

    Deferred income taxes                                                                                                                   (0.9)                     (14.7)

    Dividends received from unconsolidated affiliates                                                                                         3.6                         1.9

    Equity income in earnings of unconsolidated affiliates                                                                                  (6.2)                      (6.4)

    Non-cash interest expense on 8.0% Sealy Notes                                                                                             3.6                         2.6

    Loss on extinguishment of debt                                                                                                           47.2                           -

    Loss on sale of assets                                                                                                                    0.5                         0.8

    Foreign currency adjustments and other                                                                                                  (1.2)                        2.4

    Changes in operating assets and liabilities                                                                                           (104.6)                     (87.3)

    Net cash provided by operating activities                                                                                                51.9                         1.1


    CASH FLOWS FROM INVESTING ACTIVITIES:

    Purchases of property, plant and equipment                                                                                             (24.3)                     (34.0)

    Proceeds from disposition of business and other                                                                                             -                        7.1
                                                                                                                                              ---                        ---

    Net cash used in investing activities                                                                                                  (24.3)                     (26.9)


    CASH FLOWS FROM FINANCING ACTIVITIES:

    Proceeds from borrowings under long-term debt obligations                                                                             1,435.3                       283.0

    Repayments of borrowings under long-term debt obligations                                                                           (1,230.4)                    (311.5)

    Proceeds from exercise of stock options                                                                                                   6.0                        10.5

    Excess tax benefit from stock-based compensation                                                                                          3.0                        14.7

    Treasury stock repurchased                                                                                                            (217.3)                      (1.2)

    Payment of deferred financing costs                                                                                                     (6.2)                          -

    Fees paid to lenders                                                                                                                    (7.8)                          -

    Call premium on 2020 Senior Notes                                                                                                      (23.6)                          -

    Other                                                                                                                                     0.4                       (1.2)
                                                                                                                                              ---                        ----

    Net cash used in financing activities                                                                                                  (40.6)                      (5.7)

    NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                                                                        (3.0)                        4.4
                                                                                                                                             ----                         ---

    Decrease in cash and cash equivalents                                                                                                  (16.0)                     (27.1)

    CASH AND CASH EQUIVALENTS, beginning of period                                                                                          153.9                        62.5

    CASH AND CASH EQUIVALENTS, end of period                                                                                                         $137.9                   $35.4
                                                                                                                                                     ======                   =====



    Summary of Channel Sales


    The following table highlights net sales information, by channel and by segment, for the three months ended June 30, 2016 and 2015:


                                                                                    Three Months Ended June 30,
                                                                                    ---------------------------

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

                                             2016                 2015                   2016                 2015                   2016          2015
                                             ----                 ----                   ----                 ----                   ----          ----

    Retail(1)                                        $725.5                                     $703.7                                     $630.9            $608.3       $94.6  $95.4

    Other(2)                                 78.9                           60.7                             37.3                             22.0      41.6        38.7

                                                     $804.4                                     $764.4                                     $668.2            $630.3      $136.2 $134.1
                                                     ======                                     ======                                     ======            ======      ====== ======


    (1)              The Retail channel includes
                     furniture and bedding
                     retailers, department stores,
                     specialty retailers and
                     warehouse clubs.

    (2)              The Other channel includes
                     direct-to-consumer, third
                     party distributors,
                     hospitality and healthcare
                     customers.


    Summary of Product Sales


    The following table highlights net sales information, by product and by segment, for the three months ended June 30, 2016 and 2015:


                                                                                    Three Months Ended June 30,
                                                                                    ---------------------------

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

                                             2016                 2015                   2016                 2015                   2016          2015
                                             ----                 ----                   ----                 ----                   ----          ----

    Bedding(1)                                       $744.8                                     $711.4                                     $636.2            $604.8      $108.6 $106.6

    Other(2)                                 59.6                           53.0                             32.0                             25.5      27.6        27.5

                                                     $804.4                                     $764.4                                     $668.2            $630.3      $136.2 $134.1
                                                     ======                                     ======                                     ======            ======      ====== ======




    (1)              Bedding products include
                     mattresses, foundations, and
                     adjustable foundations.

    (2)              Other products include pillows
                     and various other comfort
                     products.

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

The Company provides information regarding adjusted net income, adjusted EPS, adjusted gross profit, adjusted gross margin, adjusted operating income (expense), adjusted operating margin, 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. The Company believes these non-GAAP measures provide investors with performance measures that better reflect the Company's underlying operations and trends, including trends in changes in margin and operating expenses, providing a perspective not immediately apparent from net income and operating income. The adjustments management makes to derive the non-GAAP measures include adjustments to exclude items that may cause short-term fluctuations in the nearest GAAP measure, but which management does not consider to be the fundamental attributes or primary drivers of its business, including costs associated with its 2013 acquisition of Sealy Corporation and its subsidiaries and the exclusion of other costs associated with the 2015 Annual Meeting (including executive management transition and retention compensation), legal settlements, costs associated with the completion of the new credit facility and senior notes offering in the second quarter of 2016 and other costs.

The Company believes that exclusion of these items assists in providing a more complete understanding of the Company's underlying results from continuing operations and trends, and management uses these measures along with the corresponding GAAP financial measures to manage the Company's business, to evaluate its consolidated and segment performance compared to prior periods and the marketplace, to establish operational goals and to provide continuity to investors for comparability purposes. These non-GAAP measures should be considered supplemental in nature and should not be construed as more significant than comparable measures defined by U.S. GAAP. 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 U.S. 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 measures and a reconciliation to the nearest GAAP measure, please refer to the reconciliations on the following pages.

Constant Currency Information

In this press release the Company refers to, and in other press releases and other communications with investors the Company 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 year 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.

Adjusted Net Income and Adjusted EPS

A reconciliation of GAAP net income to adjusted net income and a calculation of adjusted EPS 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 adjustments as described in the footnotes at the end of this release.

The following table sets forth the reconciliation of the Company's GAAP net income to adjusted net income and a calculation of adjusted EPS for the three months ended June 30, 2016 and 2015:



                                                                            Three Months Ended
                                                                            ------------------

    (in millions, except per share amounts)                        June 30, 2016            June 30, 2015
                                                                   -------------            -------------

    GAAP net income                                                                 $21.3                        $21.2

    Loss on extinguishment of debt (1)                                      47.2                               -

    Interest expense (2)                                                     2.1                               -

    Integration costs (3)                                                    1.0                             6.7

    Executive management transition and retention compensation (4)             -                            7.5

    2015 Annual Meeting costs (5)                                              -                            4.2

    Tax adjustment (6)                                                    (15.9)                          (6.3)
                                                                           -----                            ----

    Adjusted net income                                                             $55.7                        $33.3
                                                                                    =====                        =====


    Adjusted earnings per common share, diluted                                     $0.92                        $0.53
                                                                                    =====                        =====


    Diluted shares outstanding                                              60.8                            62.4
                                                                            ====                            ====


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

A reconciliation of GAAP gross profit and gross margin to adjusted gross profit and gross margin, respectively, and GAAP operating income (expense) and operating margin to adjusted operating income (expense) and operating margin, respectively, 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 adjustments as described in the footnotes at the end of this release.

The following table sets forth the reconciliation of the Company's reported GAAP gross profit and operating income (expense) to the calculation of adjusted gross profit and operating income (expense) for the three months ended June 30, 2016:



                                                                   Three Months Ended June 30, 2016
                                                                   --------------------------------

    (in millions, except percentages)   Consolidated        Margin     North                   Margin        International  Margin          Corporate
                                                                      America
                                                                                                                                                  (8)
                                                                          (7)
                                                                          ---

    Net sales                                        $804.4                                           $668.2                                          $136.2           $ -


    Gross profit                                     $336.9              41.9%                                       $267.3           40.0%                  $69.6 51.1%   $       -

    Adjustments                                  0.1                                    0.1                                         -                            -
                                                 ---                                    ---                                       ---                          ---

    Adjusted gross profit                            $337.0              41.9%                                       $267.4           40.0%                  $69.6 51.1%   $       -


    Operating income (expense)                       $100.2              12.5%                                       $103.3           15.5%                  $23.2 17.0%     $(26.3)

    Adjustments                                  1.0                                    0.4                                         -                          0.6
                                                 ---                                    ---                                       ---                          ---

    Adjusted operating income (expense)              $101.2              12.6%                                       $103.7           15.5%                  $23.2 17.0%     $(25.7)


                Please refer to Footnotes
                at the end of this
                release.

The following table sets forth the reconciliation of the Company's reported GAAP gross profit and operating income (expense) to the calculation of adjusted gross profit and operating income (expense) for the three months ended June 30, 2015:



                                                                   Three Months Ended June 30, 2015
                                                                   --------------------------------

    (in millions, except percentages)   Consolidated        Margin  North America                  Margin        International  Margin          Corporate

                                                                              (7)                                          (9)                        (8)
                                                                              ---                                           ---                         ---

    Net sales                                        $764.4                                               $630.3                                            $134.1            $ -


    Gross profit                                     $297.5                  38.9%                                       $227.4           36.1%                    $70.1  52.3%   $       -

    Adjustments                                  3.5                                        3.4                                       0.1                               -
                                                 ---                                        ---                                       ---                             ---

    Adjusted gross profit                            $301.0                  39.4%                                       $230.8           36.6%                    $70.2  52.3%   $       -


    Operating income (expense)                        $52.0                   6.8%                                        $64.6           10.2%                    $23.7  17.7%     $(36.3)

    Adjustments                                 18.4                                        5.7                                       0.6                            12.1
                                                ----                                        ---                                       ---                            ----

    Adjusted operating income (expense)               $70.4                   9.2%                                        $70.3           11.2%                    $24.3  18.1%     $(24.2)

EBITDA, Adjusted EBITDA and Consolidated funded debt less qualified cash

The following reconciliations are provided below:


    --  GAAP net income to EBITDA and adjusted EBITDA
    --  Total debt to consolidated funded debt less qualified cash
    --  Ratio of consolidated funded debt less qualified cash to adjusted EBITDA

Management believes that presenting these non-GAAP measures provides investors with useful information with respect to the Company's operating performance and comparisons from period to period, as well as general information about the Company's progress in reducing its leverage.

The following table sets forth the reconciliation of the Company's reported GAAP net income to the calculations of EBITDA and adjusted EBITDA for the three months ended June 30, 2016 and 2015:



                                Three Months Ended
                                ------------------

    (in millions)      June 30, 2016             June 30, 2015
                       -------------             -------------

    GAAP net income                      $21.3                        $21.2

    Loss on
     extinguishment of
     debt                       47.2                                -

    Interest expense            23.1                             20.5

    Income taxes                 9.2                              8.3

    Depreciation and
     amortization               22.9                             26.5

    EBITDA                              $123.7                        $76.5

    Adjustments:

    Integration costs
     (3)                        1.0                              6.7

    2015 Annual
     Meeting costs (5)             -                             4.2

    Executive
     management
     transition (4)                -                             3.0

    Redeemable non-
     controlling
     interest (10)                 -                           (0.1)

    Adjusted EBITDA                     $124.7                        $90.3
                                        ======                        =====

The following table sets forth the reconciliation of the Company's net income to the calculations of EBITDA and adjusted EBITDA for the trailing twelve months ended June 30, 2016 and 2015:



                                                                                             Trailing Twelve Months Ended
                                                                                             ----------------------------

    (in millions)                                                                       June 30, 2016               June 30, 2015
                                                                                        -------------               -------------

    Net income                                                                                              $89.8                               $128.3

    Interest expense                                                                             99.7                                    87.6

    Loss on extinguishment of debt                                                               47.2                                       -

    Income taxes                                                                                133.3                                    62.2

    Depreciation and amortization                                                                92.2                                    92.5

    EBITDA                                                                                                 $462.2                               $370.6

    Adjustments

    German legal settlement (11)                                                                 17.6                                       -

    Integration costs (3)                                                                        12.4                                    47.0

    Restructuring costs (12)                                                                     11.9                                       -

    Other income (13)                                                                           (9.5)                                 (15.6)

    Executive management transition and retention compensation (4)                                8.7                                     3.0

    2015 Annual Meeting costs (5)                                                                   -                                    6.3

    Pension settlement (14)                                                                       1.3                                       -

    Loss on disposal of business (15)                                                               -                                    2.8

    Financing costs (16)                                                                            -                                    1.3

    Redemption value adjustment on redeemable non-controlling interest, net of tax (10)         (0.9)                                    0.9

    Adjusted EBITDA                                                                                        $503.7                               $416.3
                                                                                                           ======                               ======


    Consolidated funded debt less qualified cash                                                         $1,599.4                             $1,568.4


    Ratio of consolidated funded debt less qualified cash to Adjusted EBITDA               3.18 times                             3.77 times

On April 6, 2016, the Company entered into a senior secured credit agreement ("2016 Credit Agreement") with a syndicate of banks, replacing the Company's previous senior secured credit agreement dated December 12, 2012 ("2012 Credit Agreement"). Under the Company's 2016 Credit Agreement, adjusted EBITDA contains certain restrictions that limit adjustments to GAAP net income when calculating adjusted EBITDA. For the twelve months ended June 30, 2016, and 2015, the Company's adjustments to GAAP net income when calculating adjusted EBITDA did not exceed the allowable amount under the 2016 Credit Agreement.

The ratio of adjusted EBITDA under the Company's 2016 Credit Agreement to consolidated funded debt less qualified cash is 3.18 times for the twelve months ending June 30, 2016. The Company's 2016 Credit Agreement requires the Company to maintain a ratio of consolidated funded debt less qualified cash to Adjusted EBITDA of less than 5.00:1.00 times.

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, 2016 and 2015. "Consolidated funded debt" and "qualified cash" are terms used in the Company's 2016 Credit Agreement and 2012 Credit Agreement for purposes of certain financial covenants.




    (in millions)      June 30, 2016          June 30, 2015
                       -------------          -------------

    Total debt, net                  $1,676.8                       $1,542.8

    Plus: Deferred
     financing
     costs(17)                  11.3                           33.2

    Total debt               1,688.1                        1,576.0

    Plus: Letters of
     credit
     outstanding                18.8                           17.3

    Consolidated
     funded debt                     $1,706.9                       $1,593.3

    Less:

    Domestic qualified
     cash (18)                  61.9                            9.0

    Foreign qualified
     cash (18)                  45.6                           15.9

    Consolidated
     funded debt less
     qualified cash                  $1,599.4                       $1,568.4
                                     ========                       ========

Footnotes:



    (1)                 Loss on extinguishment of debt
                        represents costs associated with the
                        completion of a new credit facility
                        and senior notes offering in the
                        second quarter of 2016.

    (2)                 Interest expense represents
                        incremental interest incurred upon
                        the senior notes due 2026 sold in
                        the second quarter of 2016 and the
                        senior notes due 2020, which were
                        repaid with the proceeds of the new
                        senior notes due 2026.

    (3)                 Integration costs represents costs,
                        including legal fees, professional
                        fees, compensation costs and other
                        charges related to the transition of
                        manufacturing facilities, and other
                        costs related to the continued
                        alignment of the North America
                        business segment related to the
                        Sealy acquisition.

    (4)                 Executive management transition and
                        retention compensation represents
                        certain costs associated with the
                        transition of certain of the
                        Company's executive officers
                        following the 2015 Annual Meeting.

    (5)                 2015 Annual Meeting costs represent
                        additional costs related to the
                        Company's 2015 Annual Meeting and
                        related issues.

    (6)                 Adjusted income tax provision
                        represents adjustments associated
                        with the aforementioned items and
                        other discrete income tax events.

    (7)                 Adjustments for the North America
                        business segment represent executive
                        management retention costs,
                        integration costs (which include
                        compensation costs, professional
                        fees and other charges related to
                        the transition of manufacturing
                        facilities) and other costs to
                        support the continued alignment of
                        the North America business segment
                        related to the Sealy acquisition.

    (8)                 Adjustments for Corporate represent
                        executive management transition and
                        retention costs and integration
                        costs which include professional
                        fees and other charges to align the
                        business related to the Sealy
                        acquisition.

    (9)                 Adjustments for the International
                        business segment represent executive
                        management retention costs and
                        integration costs incurred in
                        connection with the introduction of
                        Sealy products in certain
                        international markets.

    (10)                Redemption value adjustment on
                        redeemable non-controlling interest
                        represents an adjustment to the
                        carrying value of the redeemable
                        non-controlling interest to its
                        redemption value.

    (11)                German legal settlement represents
                        the previously announced EUR15.5
                        million ($17.6 million) settlement
                        the Company reached in 2015 with the
                        German Foreign Cartel Office ("FCO")
                        to fully resolve the FCO's antitrust
                        investigation, and related legal
                        fees.

    (12)                Restructuring costs represents costs
                        associated with headcount reduction
                        and store closures.

    (13)                Other income includes income from a
                        partial settlement of a legal
                        dispute.

    (14)                Pension settlement represents pension
                        expense recorded in conjunction with
                        a settlement offered to terminated,
                        vested participants in a defined
                        benefit pension plan.

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

    (16)                Financing costs represent costs
                        incurred in connection with the
                        amendment of the 2012 Credit
                        Facility.

    (17)                The Company presents 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 covenants, the Company
                        has added these costs back to total
                        debt, net as calculated per the
                        Condensed Consolidated Balance
                        Sheets.

    (18)                Qualified cash as defined in the 2016
                        Credit Agreement and 2012 Credit
                        Agreement equals 100.0% of
                        unrestricted domestic cash plus
                        60.0% of unrestricted foreign cash.
                        For purposes of calculating leverage
                        ratios, qualified cash is capped at
                        $150.0 million.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/tempur-sealy-reports-second-quarter-2016-results-300305342.html

SOURCE Tempur Sealy International, Inc.