Guarantor/Non-Guarantor Financial Information

The Senior Notes are general unsecured senior obligations of Tempur Sealy International and are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by all of Tempur Sealy International’s 100% directly or indirectly owned current and future domestic subsidiaries (the “Combined Guarantor Subsidiaries”). The foreign subsidiaries (the “Combined Non-Guarantor Subsidiaries”) represent the foreign operations of the Company and do not guarantee the Senior Notes. A subsidiary guarantor will be released from its obligations under the indenture governing the Senior Notes when: (a) the subsidiary guarantor is sold or sells all or substantially all of its assets; (b) the subsidiary is declared “unrestricted” under the indenture governing the Senior Notes; (c) the subsidiary’s guarantee of indebtedness under the 2012 Credit Agreement (as it may be amended, refinanced or replaced) is released (other than a discharge through repayment); or (d) the requirements for legal or covenant defeasance or discharge of the indenture have been satisfied. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions, including transactions with the Company’s wholly-owned subsidiary guarantors and non-guarantor subsidiaries. The Company has accounted for its investments in its subsidiaries under the equity method.

The following financial information presents Consolidated Balance Sheets as of December 31, 2013 and December 31, 2012, and the related Consolidated Statements of Income and Comprehensive Income and Cash Flows for the years ended December 31, 2013, 2012 and 2011 for Tempur Sealy International, Combined Guarantor Subsidiaries and Combined Non-Guarantor Subsidiaries. Sealy financial information are included from March 18, 2013 through December 31, 2013 and are not included in financial information for 2012 or 2011.

TEMPUR SEALY INTERNATIONAL, INC.

Supplemental Consolidated Statements of Income and Comprehensive Income

Year Ended December 31, 2013

(in millions)



	Tempur Sealy International, Inc. (Ultimate Parent)			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,758.2		$	728.1		$	(22.0	)	$	2,464.3
Cost of sales	—			1,110.5			360.9			(22.0		)	1,449.4
Gross profit	—			647.7			367.2			—			1,014.9
Selling and marketing expenses	2.4			358.1			162.4			—			522.9
General, administrative and other expenses	17.1			181.6			67.6			—			266.3
Equity income in earnings of unconsolidated affiliates	—			—			(4.4		)	—			(4.4		)
Royalty income, net of royalty expense	—			(13.7		)	—			—			(13.7		)
Operating (loss) income	(19.5		)	121.7			141.6			—			243.8

Other expense, net:
Third party interest expense, net	27.5			81.5			1.8			—			110.8
Intercompany interest expense (income), net	32.7			(34.1		)	1.4			—			—
Interest expense, net	60.2			47.4			3.2			—			110.8
Other (income) expense, net	—			(0.9		)	5.9			—			5.0
Total other expense	60.2			46.5			9.1			—			115.8

Income from equity investees	133.4			93.6			—			(227.0		)	—

Income before income taxes	53.7			168.8			132.5			(227.0		)	128.0
Income tax benefit (provision)	25.2			(35.4		)	(38.9		)	—			(49.1		)
Net income	78.9			133.4			93.6			(227.0		)	78.9
Less: net income attributable to non-controlling interest	0.3			0.3			—			(0.3		)	0.3
Net income attributable to Tempur Sealy International, Inc.	$	78.6		$	133.1		$	93.6		$	(226.7	)	$	78.6

Comprehensive income	$	72.5		$	133.8		$	86.2		$	(220.0	)	$	72.5

TEMPUR SEALY INTERNATIONAL, INC.

Supplemental Consolidated Statements of Income and Comprehensive Income

Year Ended December 31, 2012

(in millions)



	Tempur Sealy International, Inc. (Ultimate Parent)			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	947.8		$	481.0		$	(25.9	)	$	1,402.9
Cost of sales	—			509.0			205.2			(25.9		)	688.3
Gross profit	—			438.8			275.8			—			714.6
Selling and marketing expenses	2.5			191.9			124.7			—			319.1
General, administrative and other expenses	4.9			96.4			45.9			—			147.2
Equity income in earnings of unconsolidated affiliates	—			—			—			—			—
Royalty income, net of royalty expense	—			—			—			—			—
Operating (loss) income	(7.4		)	150.5			105.2			—			248.3

Other expense, net:
Third party interest expense, net	—			18.3			0.5			—			18.8
Intercompany interest expense (income), net	31.5			(31.5		)	—			—			—
Interest expense (income), net	31.5			(13.2		)	0.5			—			18.8
Other expense, net	—			—			0.3			—			0.3
Total other expense (income)	31.5			(13.2		)	0.8			—			19.1

Income from equity investees	134.8			81.0			—			(215.8		)	—

Income before income taxes	95.9			244.7			104.4			(215.8		)	229.2
Income tax benefit (provision)	10.9			(109.9		)	(23.4		)	—			(122.4		)
Net income	106.8			134.8			81.0			(215.8		)	106.8
Less: net income attributable to non-controlling interest	—			—			—			—			—
Net income attributable to Tempur Sealy International, Inc.	$	106.8		$	134.8		$	81.0		$	(215.8	)	$	106.8

Comprehensive income	$	113.9		$	136.9		$	86.0		$	(222.9	)	$	113.9

TEMPUR SEALY INTERNATIONAL, INC.

Supplemental Consolidated Statements of Income and Comprehensive Income

Year Ended December 31, 2011

(in millions)



	Tempur Sealy International, Inc. (Ultimate Parent)			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	987.9		$	462.2		$	(32.2	)	$	1,417.9
Cost of sales	—			504.3			202.7			(32.2		)	674.8
Gross profit	—			483.6			259.5			—			743.1
Selling and marketing expenses	4.1			162.7			110.1			—			276.9
General, administrative and other expenses	14.5			70.2			41.0			—			125.7
Equity income in earnings of unconsolidated affiliates	—			—			—			—			—
Royalty income, net of royalty expense	—			—			—			—			—
Operating (loss) income	(18.6		)	250.7			108.4			—			340.5

Other expense, net:
Third party interest expense, net	—			11.1			0.8			—			11.9
Intercompany interest expense (income), net	23.3			(23.3		)	—			—			—
Interest expense (income), net	23.3			(12.2		)	0.8			—			11.9
Other expense, net	—			0.2			—			—			0.2
Total other expense (income)	23.3			(12.0		)	0.8			—			12.1

Income from equity investees	250.7			86.1			—			(336.8		)	—

Income before income taxes	208.8			348.8			107.6			(336.8		)	328.4
Income tax benefit (provision)	10.8			(98.1		)	(21.5		)	—			(108.8		)
Net income	219.6			250.7			86.1			(336.8		)	219.6
Less: net income attributable to non-controlling interest	—			—			—			—			—
Net income attributable to Tempur Sealy International, Inc.	$	219.6		$	250.7		$	86.1		$	(336.8	)	$	219.6

Comprehensive income	$	211.1		$	249.4		$	78.9		$	(328.3	)	$	211.1

TEMPUR SEALY INTERNATIONAL, INC.

Supplemental Consolidated Balance Sheets

December 31, 2013

(in millions)



	Tempur Sealy International, Inc. (Ultimate Parent)		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS

Current Assets:
Cash and cash equivalents	$	—	$	30.9	$	50.1		$	—		$	81.0
Accounts receivable, net	—		192.6		156.6			—			349.2
Inventories	—		147.5		51.7			—			199.2
Income taxes payable	118.4		—		—			(118.4		)	—
Prepaid expenses and other current assets	—		26.3		27.4			—			53.7
Deferred income taxes	10.0		29.3		5.1			—			44.4
Total Current Assets	128.4		426.6		290.9			(118.4		)	727.5
Property, plant and equipment, net	—		335.9		75.7			—			411.6
Goodwill	—		577.2		182.4			—			759.6
Other intangible assets, net	—		624.6		125.5			—			750.1
Deferred tax asset	—		—		10.9			—			10.9
Other non-current assets	7.6		47.0		15.6			—			70.2
Net investment in subsidiaries	756.0		—		—			(756.0		)	—
Due from affiliates	1,299.9		2,306.5		0.9			(3,607.3		)	—
Total Assets	$	2,191.9	$	4,317.8	$	701.9		$	(4,481.7	)	$	2,729.9

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable	$	—	$	140.5	$	50.7		$	—		$	191.2
Accrued expenses and other current liabilities	1.4		144.2		62.8			—			208.4
Deferred income taxes	—		—		0.8			—			0.8
Income taxes payable	—		115.2		4.7			(118.4		)	1.5
Current portion of long-term debt	—		36.6		3.0			—			39.6
Total Current Liabilities	1.4		436.5		122.0			(118.4		)	441.5
Long-term debt	375.0		1,421.9		—			—			1,796.9
Deferred income taxes	—		252.8		33.3			—			286.1
Other non-current liabilities	—		69.1		6.2			—			75.3
Due to affiliates	1,685.4		1,381.5		940.5			(4,007.4		)	—
Total Liabilities	2,061.8		3,561.8		1,102.0			(4,125.8		)	2,599.8

Redeemable non-controlling interest	11.5		11.5		—			(11.5		)	11.5

Total Stockholders’ Equity	118.6		744.5		(400.1		)	(344.4		)	118.6
Total Liabilities and Stockholders’ Equity	$	2,191.9	$	4,317.8	$	701.9		$	(4,481.7	)	$	2,729.9

TEMPUR SEALY INTERNATIONAL, INC.

Supplemental Consolidated Balance Sheets

December 31, 2012

(in millions)



	Tempur Sealy International, Inc. (Ultimate Parent)		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	19.2	$	160.1	$	—		$	179.3
Accounts receivable, net	—		63.6		72.7		—			136.3
Inventories	—		55.7		37.3		—			93.0
Escrow Receivable	375.0		—		—		—			375.0
Income tax receivable	86.2		—		—		(86.2		)	—
Prepaid expenses and other current assets	—		26.4		15.0		—			41.4
Deferred income taxes	11.7		—		2.6		(11.7		)	2.6
Total Current Assets	472.9		164.9		287.7		(97.9		)	827.6
Property, plant and equipment, net	—		132.7		53.3		—			186.0
Goodwill	—		89.9		126.2		—			216.1
Other intangible assets, net	—		42.9		20.2		—			63.1
Deferred tax asset	—		—		10.4		—			10.4
Other non-current assets	—		13.4		2.9		—			16.3
Net investment in subsidiaries	1,213.0		300.2		—		(1,513.2		)	—
Due from affiliates	28.0		1,460.0		3.4		(1,491.4		)	—
Total Assets	$	1,713.9	$	2,204.0	$	504.1	$	(3,102.5	)	$	1,319.5

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable	$	—	$	60.0	$	25.8	$	—		$	85.8
Accrued expenses and other current liabilities	0.2		52.7		35.0		—			87.9
Deferred income taxes	—		37.6		0.6		(11.7		)	26.5
Income taxes payable	—		89.3		12.4		(86.2		)	15.5
Total Current Liabilities	0.2		239.6		73.8		(97.9		)	215.7
Long-term debt	375.0		650.0		—		—			1,025.0
Deferred income taxes	—		28.9		2.5		—			31.4
Other non-current liabilities	—		23.5		1.6		—			25.1
Due to affiliates	1,316.4		49.0		126.0		(1,491.4		)	—
Total Liabilities	1,691.6		991.0		203.9		(1,589.3		)	1,297.2

Total Stockholders’ Equity	22.3		1,213.0		300.2		(1,513.2		)	22.3
Total Liabilities and Stockholders’ Equity	$	1,713.9	$	2,204.0	$	504.1	$	(3,102.5	)	$	1,319.5

TEMPUR SEALY INTERNATIONAL, INC.

Supplemental Consolidated Statements of Cash Flows

Year Ended December 31, 2013

(in millions)



	Tempur Sealy International, Inc. (Ultimate Parent)			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash (used in) provided by operating activities	$	(66.1	)	$	80.9		$	83.7		$	—	$	98.5

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of business, net of cash acquired	$	—		$	(1,035.3	)	$	(137.6	)	$	—	$	(1,172.9	)
Purchases of property, plant and equipment	—			(28.3		)	(11.7		)	—		(40.0		)
Other	—			(54.7		)	54.6			—		(0.1		)
Net cash used in investing activities	—			(1,118.3		)	(94.7		)	—		(1,213.0		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from 2012 Credit Agreement	—			2,992.6			—			—		2,992.6
Repayments 2012 Credit Agreement	—			(1,658.3		)	—			—		(1,658.3		)
Proceeds from issuance of Senior Notes	375.0			—			—			—		375.0
Proceeds from 2011 Credit Facility	—			46.5			—			—		46.5
Repayments of 2011 Credit Facility	—			(696.5		)	—			—		(696.5		)
Net activity in investment in and advances (to) from subsidiaries and affiliates	(772.8		)	874.9			(102.1		)	—		—
Payment of deferred financing costs	(8.4		)	(43.6		)	—			—		(52.0		)
Proceeds from exercise of stock options	8.7			—			—			—		8.7
Excess tax benefit from stock based compensation	5.4			—			—			—		5.4
Treasury stock repurchased	458.2			(465.2		)	—			—		(7.0		)
Other	—			(1.3		)	0.3			—		(1.0		)
Net cash provided by (used in) financing activities	66.1			1,049.1			(101.8		)	—		1,013.4

NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			2.8			—		2.8
Increase (decrease) in cash and cash equivalents	—			11.7			(110.0		)	—		(98.3		)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	—			19.2			160.1			—		179.3
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	30.9		$	50.1		$	—	$	81.0

TEMPUR SEALY INTERNATIONAL, INC.

Supplemental Consolidated Statements of Cash Flows

Year Ended December 31, 2012

(in millions)



	Tempur Sealy International, Inc. (Ultimate Parent)			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash (used in) provided by operating activities	$	(43.6	)	$	140.5		$	93.0		$	—	$	189.9
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of business, net of cash acquired	—			—			(4.5		)	—		(4.5		)
Purchase of property, plant and equipment	—			(36.7		)	(13.8		)	—		(50.5		)
Other	—			(0.1		)	0.1			—		—
Net cash used in investing activities	—			(36.8		)	(18.2		)	—		(55.0		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from 2012 Credit Agreement	$	—		$	—		$	—		$	—	$	—
Repayments of the 2012 Credit Agreement	—			—			—			—		—
Proceeds from the 2011 Credit Facility	—			352.0			—			—		352.0
Repayments of the 2011 Credit Facility	—			(287.0		)	—			—		(287.0		)
Net activity in investment in and advances from (to) subsidiaries and affiliates	187.0			(170.8		)	(16.2		)	—		—
Payment of deferred financing costs	(2.2		)	—			(0.1		)	—		(2.3		)
Proceeds from exercise of stock options	11.4			—			—			—		11.4
Excess tax benefit from stock based compensation	—			10.5			—			—		10.5
Treasury stock repurchased	(152.6		)	—			—			—		(152.6		)
Other	—			—			(2.8		)	—		(2.8		)
Net cash provided by (used in) financing activities	43.6			(95.3		)	(19.1		)	—		(70.8		)

NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			3.8			—		3.8
Increase in cash and cash equivalents	—			8.4			59.5			—		67.9
CASH AND CASH EQUIVALENTS, BEGININNG OF PERIOD	—			10.8			100.6			—		111.4
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	19.2		$	160.1		$	—	$	179.3

TEMPUR SEALY INTERNATIONAL, INC.

Supplemental Consolidated Statements of Cash Flows

Year Ended December 31, 2011

(in millions)



	Tempur Sealy International, Inc. (Ultimate Parent)			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash (used in) provided by operating activities	$	(24.6	)	$	192.4		$	80.9		$	—	$	248.7
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of business, net of cash acquired	—			—			(4.6		)	—		(4.6		)
Purchase of property, plant and equipment	—			(18.8		)	(10.7		)	—		(29.5		)
Other	—			(0.2		)	(1.8		)	—		(2.0		)
Net cash used in investing activities	—			(19.0		)	(17.1		)	—		(36.1		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from 2012 Credit Agreement	$	—		$	—		$	—		$	—	$	—
Repayments of the 2012 Credit Agreement	—			—			—			—		—
Proceeds from the 2011 Credit Facility	—			821.5			—			—		821.5
Repayments of the 2011 Credit Facility	—			(643.5		)	—			—		(643.5		)
Net activity in investment in and advances from (to) subsidiaries and affiliates	363.9			(360.1		)	(3.8		)	—		—
Payment of deferred financing costs	—			(6.1		)	(0.1		)	—		(6.2		)
Proceeds from exercise of stock options	26.3			—			—			—		26.3
Excess tax benefit from stock based compensation	—			19.2			—			—		19.2
Treasury stock repurchased	(365.9		)	—			—			—		(365.9		)
Other	—			—			(0.3		)	—		(0.3		)
Net cash provided by (used in) financing activities	24.3			(169.0		)	(4.2		)	—		(148.9		)

NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(5.9		)	—		(5.9		)
(Decrease) increase in cash and cash equivalents	(0.3		)	4.4			53.7			—		57.8
CASH AND CASH EQUIVALENTS, BEGININNG OF PERIOD	0.3			6.4			46.9			—		53.6
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	—		$	10.8		$	100.6		$	—	$	111.4