Guarantor/Non-Guarantor Financial Information |
Guarantor/Non-Guarantor Financial Information
The $375.0 million and $450.0 million aggregate principal amount of 2020 Senior Notes and 2023 Senior Notes (collectively the "Senior Notes"), respectively, 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 applicable 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 applicable 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 applicable 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 Condensed Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014, the Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2015 and 2014, and the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014 for Tempur Sealy International, Combined Guarantor Subsidiaries and Combined Non-Guarantor Subsidiaries. TEMPUR SEALY INTERNATIONAL, INC. Supplemental Condensed Consolidated Statements of Operations and Comprehensive Income Three Months Ended September 30, 2015 (in millions) | | | | | | | | | | | | | | | | | | | | | | Tempur Sealy International, Inc. (Ultimate Parent) | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | Net sales | $ | — |
| | $ | 697.8 |
| | $ | 195.6 |
| | $ | (13.4 | ) | | $ | 880.0 |
| Cost of sales | — |
| | 427.2 |
| | 106.6 |
| | (13.4 | ) | | 520.4 |
| Gross profit | — |
| | 270.6 |
| | 89.0 |
| | — |
| | 359.6 |
| Selling and marketing expenses | 1.1 |
| | 129.4 |
| | 45.1 |
| | — |
| | 175.6 |
| General, administrative and other expenses | 4.2 |
| | 59.1 |
| | 16.5 |
| | — |
| | 79.8 |
| Equity income in earnings of unconsolidated affiliates | — |
| | — |
| | (2.0 | ) | | — |
| | (2.0 | ) | Royalty income, net of royalty expense | — |
| | (4.7 | ) | | — |
| | — |
| | (4.7 | ) | Operating (loss) income | (5.3 | ) | | 86.8 |
| | 29.4 |
| | — |
| | 110.9 |
| | | | | | | | | | | Other expense, net: | |
| | |
| | |
| | |
| | | Third party interest expense, net | 6.7 |
| | 25.8 |
| | 0.7 |
| | — |
| | 33.2 |
| Intercompany interest expense (income), net | 8.3 |
| | (8.9 | ) | | 0.6 |
| | — |
| | — |
| Interest expense, net | 15.0 |
| | 16.9 |
| | 1.3 |
| | — |
| | 33.2 |
| Other (income) expense, net | — |
| | (8.6 | ) | | 20.4 |
| | — |
| | 11.8 |
| Total other expense, net | 15.0 |
| | 8.3 |
| | 21.7 |
| | — |
| | 45.0 |
| | | | | | | | | | | Income from equity investees | 55.0 |
| | 1.4 |
| | — |
| | (56.4 | ) | | — |
| | | | | | | | | | | Income before income taxes | 34.7 |
| | 79.9 |
| | 7.7 |
| | (56.4 | ) | | 65.9 |
| Income tax benefit (provision) | 6.2 |
| | (24.9 | ) | | (6.3 | ) | | — |
| | (25.0 | ) | Net income before non-controlling interest | 40.9 |
| | 55.0 |
| | 1.4 |
| | (56.4 | ) | | 40.9 |
| Less: Net income attributable to non-controlling interest | 0.7 |
| | 0.7 |
| | — |
| | (0.7 | ) | | 0.7 |
| Net income attributable to Tempur Sealy International, Inc. | $ | 40.2 |
| | $ | 54.3 |
| | $ | 1.4 |
| | $ | (55.7 | ) | | $ | 40.2 |
| | | | | | | | | | | Comprehensive income attributable to Tempur Sealy International, Inc. | $ | 24.6 |
| | $ | 53.9 |
| | $ | (21.3 | ) | | $ | (32.6 | ) | | $ | 24.6 |
|
TEMPUR SEALY INTERNATIONAL, INC. Supplemental Condensed Consolidated Statements of Operations and Comprehensive Income Three Months Ended September 30, 2014 (in millions) | | | | | | | | | | | | | | | | | | | | | | Tempur Sealy International, Inc. (Ultimate Parent) | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | Net sales | $ | — |
| | $ | 639.3 |
| | $ | 203.9 |
| | $ | (15.8 | ) | | $ | 827.4 |
| Cost of sales | — |
| | 414.7 |
| | 110.0 |
| | (15.8 | ) | | 508.9 |
| Gross profit | — |
| | 224.6 |
| | 93.9 |
| | — |
| | 318.5 |
| Selling and marketing expenses | 0.8 |
| | 121.1 |
| | 44.9 |
| | — |
| | 166.8 |
| General, administrative and other expenses | 3.8 |
| | 49.5 |
| | 17.5 |
| | — |
| | 70.8 |
| Equity income in earnings of unconsolidated affiliates | — |
| | — |
| | (1.8 | ) | | — |
| | (1.8 | ) | Royalty income, net of royalty expense | — |
| | (4.4 | ) | | — |
| | — |
| | (4.4 | ) | Operating (loss) income | (4.6 | ) | | 58.4 |
| | 33.3 |
| | — |
| | 87.1 |
| | | | | | | | | | | Other expense, net: | |
| | |
| | |
| | |
| | |
| Third party interest expense, net | 6.7 |
| | 17.9 |
| | 0.7 |
| | — |
| | 25.3 |
| Intercompany interest expense (income), net | 8.2 |
| | (8.7 | ) | | 0.5 |
| | — |
| | — |
| Interest expense, net | 14.9 |
| | 9.2 |
| | 1.2 |
| | — |
| | 25.3 |
| Loss on disposal, net | — |
| | 2.8 |
| | — |
| | — |
| | 2.8 |
| Other income, net | — |
| | (0.7 | ) | | (0.2 | ) | | — |
| | (0.9 | ) | Total other expense, net | 14.9 |
| | 11.3 |
| | 1.0 |
| | — |
| | 27.2 |
| | | | | | | | | | | Income from equity investees | 50.0 |
| | 25.3 |
| | — |
| | (75.3 | ) | | — |
| | | | | | | | | | | Income before income taxes | 30.5 |
| | 72.4 |
| | 32.3 |
| | (75.3 | ) | | 59.9 |
| Income tax benefit (provision) | 7.0 |
| | (22.4 | ) | | (7.0 | ) | | — |
| | (22.4 | ) | Net income before non-controlling interest | 37.5 |
| | 50.0 |
| | 25.3 |
| | (75.3 | ) | | 37.5 |
| Less: Net income attributable to non-controlling interest | 0.4 |
| | 0.4 |
| | — |
| | (0.4 | ) | | 0.4 |
| Net income attributable to Tempur Sealy International, Inc. | $ | 37.1 |
| | $ | 49.6 |
| | $ | 25.3 |
| | $ | (74.9 | ) | | $ | 37.1 |
| | | | | | | | | | | Comprehensive income attributable to Tempur Sealy International, Inc. | $ | 14.5 |
| | $ | 47.3 |
| | $ | 0.5 |
| | $ | (47.8 | ) | | $ | 14.5 |
|
TEMPUR SEALY INTERNATIONAL, INC. Supplemental Condensed Consolidated Statements of Operations and Comprehensive Income Nine Months Ended September 30, 2015 (in millions) | | | | | | | | | | | | | | | | | | | | | | Tempur Sealy International, Inc. (Ultimate Parent) | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | Net sales | $ | — |
| | $ | 1,849.2 |
| | $ | 572.7 |
| | $ | (38.0 | ) | | $ | 2,383.9 |
| Cost of sales | — |
| | 1,173.6 |
| | 312.5 |
| | (38.0 | ) | | 1,448.1 |
| Gross profit | — |
| | 675.6 |
| | 260.2 |
| | — |
| | 935.8 |
| Selling and marketing expenses | 2.8 |
| | 358.1 |
| | 137.1 |
| | — |
| | 498.0 |
| General, administrative and other expenses | 15.3 |
| | 177.5 |
| | 49.8 |
| | — |
| | 242.6 |
| Equity income in earnings of unconsolidated affiliates | — |
| | — |
| | (8.4 | ) | | — |
| | (8.4 | ) | Royalty income, net of royalty expense | — |
| | (13.7 | ) | | — |
| | — |
| | (13.7 | ) | Operating (loss) income | (18.1 | ) | | 153.7 |
| | 81.7 |
| | — |
| | 217.3 |
| | | | | | | | | | | Other expense, net: | | | | | | | | | | Third party interest expense, net | 20.1 |
| | 52.0 |
| | 2.0 |
| | — |
| | 74.1 |
| Intercompany interest expense (income), net | 24.6 |
| | (26.5 | ) | | 1.9 |
| | — |
| | — |
| Interest expense, net | 44.7 |
| | 25.5 |
| | 3.9 |
| | — |
| | 74.1 |
| Other (income) expense, net | — |
| | (8.2 | ) | | 20.9 |
| | — |
| | 12.7 |
| Total other expense, net | 44.7 |
| | 17.3 |
| | 24.8 |
| | — |
| | 86.8 |
| | | | | | | | | | | Income from equity investees | 130.0 |
| | 40.1 |
| | — |
| | (170.1 | ) | | — |
| | | | | | | | | | | Income before income taxes | 67.2 |
| | 176.5 |
| | 56.9 |
| | (170.1 | ) | | 130.5 |
| Income tax benefit (provision) | 19.7 |
| | (46.5 | ) | | (16.8 | ) | | — |
| | (43.6 | ) | Net income before non-controlling interest | 86.9 |
| | 130.0 |
| | 40.1 |
| | (170.1 | ) | | 86.9 |
| Less: Net income attributable to non-controlling interest | 2.1 |
| | 2.1 |
| | — |
| | (2.1 | ) | | 2.1 |
| Net income attributable to Tempur Sealy International, Inc. | $ | 84.8 |
| | $ | 127.9 |
| | $ | 40.1 |
| | $ | (168.0 | ) | | $ | 84.8 |
| | | | | | | | | | | Comprehensive income attributable to Tempur Sealy International, Inc. | $ | 40.2 |
| | $ | 127.5 |
| | $ | (14.0 | ) | | $ | (113.5 | ) | | $ | 40.2 |
|
TEMPUR SEALY INTERNATIONAL, INC. Supplemental Condensed Consolidated Statements of Operations and Comprehensive Income Nine Months Ended September 30, 2014 (in millions) | | | | | | | | | | | | | | | | | | | | | | Tempur Sealy International, Inc. (Ultimate Parent) | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | Net sales | $ | — |
| | $ | 1,684.1 |
| | $ | 592.7 |
| | $ | (32.5 | ) | | $ | 2,244.3 |
| Cost of sales | — |
| | 1,112.6 |
| | 307.9 |
| | (32.5 | ) | | 1,388.0 |
| Gross profit | — |
| | 571.5 |
| | 284.8 |
| | — |
| | 856.3 |
| Selling and marketing expenses | 1.7 |
| | 326.5 |
| | 136.8 |
| | — |
| | 465.0 |
| General, administrative and other expenses | 9.5 |
| | 148.6 |
| | 52.5 |
| | — |
| | 210.6 |
| Equity income in earnings of unconsolidated affiliates | — |
| | — |
| | (5.6 | ) | | — |
| | (5.6 | ) | Royalty income, net of royalty expense | — |
| | (13.5 | ) | | — |
| | — |
| | (13.5 | ) | Operating (loss) income | (11.2 | ) | | 109.9 |
| | 101.1 |
| | — |
| | 199.8 |
| | | | | | | | | | | Other expense, net: | |
| | |
| | |
| | |
| | | Third party interest expense, net | 20.2 |
| | 48.6 |
| | 1.7 |
| | — |
| | 70.5 |
| Intercompany interest expense (income), net | 24.4 |
| | (25.9 | ) | | 1.5 |
| | — |
| | — |
| Interest expense, net | 44.6 |
| | 22.7 |
| | 3.2 |
| | — |
| | 70.5 |
| Loss on disposal, net | — |
| | 23.2 |
| | — |
| | — |
| | 23.2 |
| Other (income) expense, net | — |
| | (1.6 | ) | | 1.2 |
| | — |
| | (0.4 | ) | Total other expense, net | 44.6 |
| | 44.3 |
| | 4.4 |
| | — |
| | 93.3 |
| | | | | | | | | | | Income from equity investees | 99.2 |
| | 74.8 |
| | — |
| | (174.0 | ) | | — |
| | | | | | | | | | | Income before income taxes | 43.4 |
| | 140.4 |
| | 96.7 |
| | (174.0 | ) | | 106.5 |
| Income tax benefit (provision) | 19.4 |
| | (41.2 | ) | | (21.9 | ) | | — |
| | (43.7 | ) | Net income before non-controlling interest | 62.8 |
| | 99.2 |
| | 74.8 |
| | (174.0 | ) | | 62.8 |
| Less: Net income attributable to non-controlling interest | 0.5 |
| | 0.5 |
| | — |
| | (0.5 | ) | | 0.5 |
| Net income attributable to Tempur Sealy International, Inc. | $ | 62.3 |
| | $ | 98.7 |
| | $ | 74.8 |
| | $ | (173.5 | ) | | $ | 62.3 |
| | | | | | | | | |
|
| Comprehensive income attributable to Tempur Sealy International, Inc. | $ | 43.6 |
| | $ | 98.8 |
| | $ | 53.4 |
| | $ | (152.2 | ) | | $ | 43.6 |
|
TEMPUR SEALY INTERNATIONAL, INC. Supplemental Condensed Consolidated Balance Sheets September 30, 2015 (in millions) | | | | | | | | | | | | | | | | | | | | | | Tempur Sealy International, Inc. (Ultimate Parent) | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | ASSETS | | | | | | | | | | | | | | | | | | | | Current Assets: | | | | | | | | | | Cash and cash equivalents | $ | — |
| | $ | 40.0 |
| | $ | 31.8 |
| | $ | — |
| | $ | 71.8 |
| Accounts receivable, net | — |
| | 304.2 |
| | 150.5 |
| | — |
| | 454.7 |
| Inventories, net | — |
| | 152.7 |
| | 60.4 |
| | — |
| | 213.1 |
| Income taxes receivable | 184.8 |
| | — |
| | — |
| | (184.8 | ) | | — |
| Prepaid expenses and other current assets | 0.4 |
| | 31.0 |
| | 32.1 |
| | — |
| | 63.5 |
| Deferred income taxes | 15.0 |
| | 30.0 |
| | 6.2 |
| | — |
| | 51.2 |
| Total Current Assets | 200.2 |
| | 557.9 |
| | 281.0 |
| | (184.8 | ) | | 854.3 |
| Property, plant and equipment, net | — |
| | 298.0 |
| | 62.5 |
| | — |
| | 360.5 |
| Goodwill | — |
| | 501.4 |
| | 211.3 |
| | — |
| | 712.7 |
| Other intangible assets, net | — |
| | 615.5 |
| | 86.8 |
| | — |
| | 702.3 |
| Deferred income taxes | — |
| | — |
| | 9.3 |
| | — |
| | 9.3 |
| Other non-current assets | 5.6 |
| | 51.6 |
| | 43.1 |
| | — |
| | 100.3 |
| Net investment in subsidiaries | 1,982.0 |
| | — |
| | — |
| | (1,982.0 | ) | | — |
| Due from affiliates | 114.9 |
| | 2,103.0 |
| | 6.6 |
| | (2,224.5 | ) | | — |
| Total Assets | $ | 2,302.7 |
| | $ | 4,127.4 |
| | $ | 700.6 |
| | $ | (4,391.3 | ) | | $ | 2,739.4 |
| | | | | | | | | | | LIABILITIES AND STOCKHOLDERS’ EQUITY | | |
| | |
| | |
| | | | | | | | | | | Current Liabilities: | |
| | |
| | |
| | |
| | |
| Accounts payable | $ | — |
| | $ | 217.2 |
| | $ | 55.1 |
| | $ | — |
| | $ | 272.3 |
| Accrued expenses and other current liabilities | 7.8 |
| | 198.8 |
| | 84.7 |
| | — |
| | 291.3 |
| Deferred income taxes | — |
| | — |
| | 0.2 |
| | — |
| | 0.2 |
| Income taxes payable | — |
| | 189.9 |
| | 12.6 |
| | (184.8 | ) | | 17.7 |
| Current portion of long-term debt | — |
| | 166.8 |
| | 7.0 |
| | — |
| | 173.8 |
| Total Current Liabilities | 7.8 |
| | 772.7 |
| | 159.6 |
| | (184.8 | ) | | 755.3 |
| Long-term debt | 375.0 |
| | 937.5 |
| | — |
| | — |
| | 1,312.5 |
| Deferred income taxes | — |
| | 216.9 |
| | 25.5 |
| | — |
| | 242.4 |
| Other non-current liabilities | — |
| | 109.1 |
| | 6.5 |
| | — |
| | 115.6 |
| Due to affiliates | 1,606.3 |
| | 109.2 |
| | 617.9 |
| | (2,333.4 | ) | | — |
| Total Liabilities | 1,989.1 |
| | 2,145.4 |
| | 809.5 |
| | (2,518.2 | ) | | 2,425.8 |
| | | | | | | | | | | Redeemable non-controlling interest | 14.3 |
| | 14.3 |
| | — |
| | (14.3 | ) | | 14.3 |
| | | | | | | | | | | Total Stockholders’ Equity | 299.3 |
| | 1,967.7 |
| | (108.9 | ) | | (1,858.8 | ) | | 299.3 |
| Total Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Equity | $ | 2,302.7 |
| | $ | 4,127.4 |
| | $ | 700.6 |
| | $ | (4,391.3 | ) | | $ | 2,739.4 |
|
TEMPUR SEALY INTERNATIONAL, INC. Supplemental Condensed Consolidated Balance Sheets December 31, 2014 (in millions) | | | | | | | | | | | | | | | | | | | | | | Tempur Sealy International, Inc. (Ultimate Parent) | | Combined Guarantor Subsidiaries | | Combined Non-Guarantor Subsidiaries | | Eliminations | | Consolidated | ASSETS | | | | | | | | | | | | | | | | | | | | Current Assets: | | | | | | | | | | Cash and cash equivalents | $ | 0.4 |
| | $ | 25.5 |
| | $ | 36.6 |
| | $ | — |
| | $ | 62.5 |
| Accounts receivable, net | — |
| | 241.2 |
| | 144.6 |
| | — |
| | 385.8 |
| Inventories, net | — |
| | 158.3 |
| | 58.9 |
| | — |
| | 217.2 |
| Income taxes receivable | 144.1 |
| | — |
| | — |
| | (144.1 | ) | | — |
| Prepaid expenses and other current assets | — |
| | 28.2 |
| | 28.3 |
| | — |
| | 56.5 |
| Deferred income taxes | 12.4 |
| | 26.8 |
| | 5.2 |
| | — |
| | 44.4 |
| Total Current Assets | 156.9 |
| | 480.0 |
| | 273.6 |
| | (144.1 | ) | | 766.4 |
| Property, plant and equipment, net | — |
| | 287.3 |
| | 68.3 |
| | — |
| | 355.6 |
| Goodwill | — |
| | 557.2 |
| | 179.3 |
| | — |
| | 736.5 |
| Other intangible assets, net | — |
| | 611.9 |
| | 115.2 |
| | — |
| | 727.1 |
| Deferred income taxes | — |
| | — |
| | 8.6 |
| | — |
| | 8.6 |
| Other non-current assets | 6.3 |
| | 46.4 |
| | 15.7 |
| | — |
| | 68.4 |
| Net investment in subsidiaries | 1,808.4 |
| | — |
| | — |
| | (1,808.4 | ) | | — |
| Due from affiliates | 51.4 |
| | 2,226.0 |
| | 5.3 |
| | (2,282.7 | ) | | — |
| Total Assets | $ | 2,023.0 |
| | $ | 4,208.8 |
| | $ | 666.0 |
| | $ | (4,235.2 | ) | | $ | 2,662.6 |
| | | | | | | | | | | LIABILITIES AND STOCKHOLDERS’ EQUITY | | |
| | |
| | |
| | | | | | | | | | | Current Liabilities: | |
| | |
| | |
| | |
| | |
| Accounts payable | $ | — |
| | $ | 170.4 |
| | $ | 56.0 |
| | $ | — |
| | $ | 226.4 |
| Accrued expenses and other current liabilities | 1.4 |
| | 166.1 |
| | 65.8 |
| | — |
| | 233.3 |
| Deferred income taxes | — |
| | — |
| | 0.2 |
| | — |
| | 0.2 |
| Income taxes payable | — |
| | 163.0 |
| | (6.9 | ) | | (144.1 | ) | | 12.0 |
| Current portion of long-term debt | — |
| | 61.8 |
| | 4.6 |
| | — |
| | 66.4 |
| Total Current Liabilities | 1.4 |
| | 561.3 |
| | 119.7 |
| | (144.1 | ) | | 538.3 |
| Long-term debt | 375.0 |
| | 1,160.9 |
| | — |
| | — |
| | 1,535.9 |
| Deferred income taxes | — |
| | 229.1 |
| | 29.7 |
| | — |
| | 258.8 |
| Other non-current liabilities | — |
| | 109.3 |
| | 5.0 |
| | — |
| | 114.3 |
| Due to affiliates | 1,431.3 |
| | 340.2 |
| | 849.4 |
| | (2,620.9 | ) | | — |
| Total Liabilities | 1,807.7 |
| | 2,400.8 |
| | 1,003.8 |
| | (2,765.0 | ) | | 2,447.3 |
| | | | | | | | | | | Redeemable non-controlling interest | 12.6 |
| | 12.6 |
| | — |
| | (12.6 | ) | | 12.6 |
| | | | | | | | | | | Total Stockholders’ Equity | 202.7 |
| | 1,795.4 |
| | (337.8 | ) | | (1,457.6 | ) | | 202.7 |
| Total Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Equity | $ | 2,023.0 |
| | $ | 4,208.8 |
| | $ | 666.0 |
| | $ | (4,235.2 | ) | | $ | 2,662.6 |
|
Supplemental Condensed Consolidated Statements of Cash Flows Nine Months Ended September 30, 2015 (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 | $ | (63.3 | ) | | $ | 158.5 |
| | $ | 38.0 |
| | $ | — |
| | $ | 133.2 |
| | | | | | | | | | | CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | |
| | |
| | |
| | |
| Proceeds from disposition of business and other | — |
| | 7.2 |
| | — |
| | — |
| | 7.2 |
| Purchases of property, plant and equipment | — |
| | (40.3 | ) | | (10.8 | ) | | — |
| | (51.1 | ) | Other | — |
| | — |
| | (0.3 | ) | | — |
| | (0.3 | ) | Net cash (used in) investing activities | — |
| | (33.1 | ) | | (11.1 | ) | | — |
| | (44.2 | ) | | | | | | | | | | | CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | |
| | |
| | |
| | |
| Proceeds from issuance of 2023 Notes | — |
| | 450.0 |
| | — |
| | — |
| | 450.0 |
| Proceeds from borrowings under long-term debt obligations | — |
| | 402.9 |
| | 2.5 |
| | — |
| | 405.4 |
| Repayments of borrowings under long-term debt obligations | — |
| | (974.4 | ) | | — |
| | — |
| | (974.4 | ) | Net activity in investment in and advances from (to) subsidiaries and affiliates | 22.8 |
| | 19.5 |
| | (42.3 | ) | | | | — |
| Proceeds from exercise of stock options | 16.7 |
| | — |
| | — |
| | — |
| | 16.7 |
| Excess tax benefit from stock-based compensation | 19.7 |
| | — |
| | — |
| | — |
| | 19.7 |
| Proceeds from issuance of treasury shares | 5.0 |
| | — |
| | — |
| | — |
| | 5.0 |
| Treasury stock repurchased | (1.3 | ) | | — |
| | — |
| | — |
| | (1.3 | ) | Payment of deferred financing costs | — |
| | (6.4 | ) | | — |
| | — |
| | (6.4 | ) | Other | — |
| | (2.5 | ) | | 0.4 |
| | — |
| | (2.1 | ) | Net cash provided by (used in) financing activities | 62.9 |
| | (110.9 | ) | | (39.4 | ) | | — |
| | (87.4 | ) | | | | | | | | | | | NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | — |
| | — |
| | 7.7 |
| | — |
| | 7.7 |
| (Decrease) increase in cash and cash equivalents | (0.4 | ) | | 14.5 |
| | (4.8 | ) | | — |
| | 9.3 |
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0.4 |
| | 25.5 |
| | 36.6 |
| | — |
| | 62.5 |
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | — |
| | $ | 40.0 |
| | $ | 31.8 |
| | $ | — |
| | $ | 71.8 |
|
TEMPUR SEALY INTERNATIONAL, INC. Supplemental Condensed Consolidated Statements of Cash Flows Nine Months Ended September 30, 2014 (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 | $ | (41.1 | ) | | $ | 146.0 |
| | $ | 76.0 |
| | $ | — |
| | $ | 180.9 |
| | | | | | | | | | | CASH FLOWS FROM INVESTING ACTIVITIES: |
|
| |
|
| |
|
| |
|
| |
|
| Acquisition of business, net of cash acquired | — |
| | — |
| | (8.5 | ) | | — |
| | (8.5 | ) | Proceeds from disposition of business | — |
| | 43.5 |
| | — |
| | | | 43.5 |
| Purchases of property, plant and equipment | — |
| | (20.7 | ) | | (9.6 | ) | | — |
| | (30.3 | ) | Other | — |
| | 2.9 |
| | (0.9 | ) | | — |
| | 2.0 |
| Net cash provided by (used in) investing activities | — |
| | 25.7 |
| | (19.0 | ) | | — |
| | 6.7 |
| | | | | | | | | | | CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | |
| | |
| | |
| | |
| Proceeds from borrowings under long-term debt obligations | — |
| | 239.5 |
| | — |
| | — |
| | 239.5 |
| Repayments of borrowings under long-term debt obligations | — |
| | (432.7 | ) | | — |
| | — |
| | (432.7 | ) | Net activity in investment in and advances from (to) subsidiaries and affiliates | 38.1 |
| | 32.5 |
| | (70.6 | ) | | — |
| | — |
| Proceeds from exercise of stock options | 3.9 |
| | — |
| | — |
| | — |
| | 3.9 |
| Excess tax benefit from stock-based compensation | 1.6 |
| | — |
| | — |
| | — |
| | 1.6 |
| Treasury stock repurchased | (2.2 | ) | | — |
| | — |
| | — |
| | (2.2 | ) | Other | — |
| | (1.2 | ) | | 1.6 |
| | — |
| | 0.4 |
| Net cash provided by (used in) financing activities | 41.4 |
| | (161.9 | ) | | (69.0 | ) | | — |
| | (189.5 | ) | | | | | | | | | | | NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | — |
| | — |
| | 2.7 |
| | — |
| | 2.7 |
| Increase (decrease) in cash and cash equivalents | 0.3 |
| | 9.8 |
| | (9.3 | ) | | — |
| | 0.8 |
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | — |
| | 30.9 |
| | 50.1 |
| | — |
| | 81.0 |
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 0.3 |
| | $ | 40.7 |
| | $ | 40.8 |
| | $ | — |
| | $ | 81.8 |
|
|