Guarantor/Non-Guarantor Financial Information

The $450.0 million and $600.0 million aggregate principal amount of 2023 Senior Notes and 2026 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 $375.0 million aggregate principal amount of 2020 Senior Notes were general unsecured senior obligations at December 31, 2015. 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 the Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2016 and 2015, the Supplemental Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015, and the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 for Tempur Sealy International, Combined Guarantor Subsidiaries and Combined Non-Guarantor Subsidiaries.

Supplemental Condensed Consolidated Statements of Income and Comprehensive Income

Three Months Ended September 30, 2016

(in millions)



	Tempur Sealy International, Inc. (Ultimate Parent)			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	656.0		$	191.5		$	(15.1	)	$	832.4
Cost of sales	—			381.1			104.3			(15.1		)	470.3
Gross profit	—			274.9			87.2			—			362.1
Selling and marketing expenses	1.0			129.6			44.6			—			175.2
General, administrative and other expenses	4.0			44.5			15.5			—			64.0
Equity income in earnings of unconsolidated affiliates	—			—			(2.4		)	—			(2.4		)
Royalty income, net of royalty expense	—			(5.6		)	(0.2		)	—			(5.8		)
Operating (loss) income	(5.0		)	106.4			29.7			—			131.1

Other expense, net:
Third party interest expense, net	15.0			4.7			0.8			—			20.5
Intercompany interest (income) expense, net	(1.0		)	—			1.0			—			—
Interest expense, net	14.0			4.7			1.8			—			20.5
Other expense, net	—			—			0.3			—			0.3
Total other expense, net	14.0			4.7			2.1			—			20.8

Income from equity investees	89.0			21.1			—			(110.1		)	—

Income before income taxes	70.0			122.8			27.6			(110.1		)	110.3
Income tax benefit (provision)	6.6			(33.8		)	(6.5		)	—			(33.7		)
Net income before non-controlling interest	76.6			89.0			21.1			(110.1		)	76.6
Less: Net loss attributable to non-controlling interest	(1.2		)	(1.2		)	—			1.2			(1.2		)
Net income attributable to Tempur Sealy International, Inc.	$	77.8		$	90.2		$	21.1		$	(111.3	)	$	77.8

Comprehensive income attributable to Tempur Sealy International, Inc.	$	72.6		$	90.5		$	15.8		$	(106.3	)	$	72.6

Supplemental Condensed Consolidated Statements of Income 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 (loss) attributable to Tempur Sealy International, Inc.	$	24.6		$	53.9		$	(21.3	)	$	(32.6	)	$	24.6

Supplemental Condensed Consolidated Statements of Income and Comprehensive Income

Nine Months Ended September 30, 2016

(in millions)



	Tempur Sealy International, Inc. (Ultimate Parent)			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,835.0		$	566.4		$	(43.6	)	$	2,357.8
Cost of sales	—			1,106.3			305.1			(43.6		)	1,367.8
Gross profit	—			728.7			261.3			—			990.0
Selling and marketing expenses	3.7			358.0			136.4			—			498.1
General, administrative and other expenses	12.8			146.3			48.5			—			207.6
Equity income in earnings of unconsolidated affiliates	—			—			(8.6		)	—			(8.6		)
Royalty income, net of royalty expense	—			(15.1		)	—			—			(15.1		)
Operating (loss) income	(16.5		)	239.5			85.0			—			308.0

Other expense, net:
Third party interest expense, net	51.1			11.7			2.2			—			65.0
Intercompany interest (income) expense, net	(3.1		)	(0.1		)	3.2			—			—
Interest expense, net	48.0			11.6			5.4			—			65.0
Loss on extinguishment of debt	34.3			12.9			—			—			47.2
Other (income) expense, net	—			(1.4		)	1.4			—			—
Total other expense, net	82.3			23.1			6.8			—			112.2

Income from equity investees	200.8			62.3			—			(263.1		)	—

Income before income taxes	102.0			278.7			78.2			(263.1		)	195.8
Income tax benefit (provision)	33.6			(77.9		)	(15.9		)	—			(60.2		)
Net income before non-controlling interest	135.6			200.8			62.3			(263.1		)	135.6
Less: Net loss attributable to non-controlling interest	(3.1		)	(3.1		)	—			3.1			(3.1		)
Net income attributable to Tempur Sealy International, Inc.	$	138.7		$	203.9		$	62.3		$	(266.2	)	$	138.7

Comprehensive income attributable to Tempur Sealy International, Inc.	$	144.4		$	204.9		$	67.2		$	(272.1	)	$	144.4

Supplemental Condensed Consolidated Statements of Income 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 (loss) attributable to Tempur Sealy International, Inc.	$	40.2		$	127.5		$	(14.0	)	$	(113.5	)	$	40.2

Supplemental Condensed Consolidated Balance Sheets

September 30, 2016

(in millions)



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

Current Assets:
Cash and cash equivalents	$	—	$	33.6	$	55.4	$	—		$	89.0
Accounts receivable, net	—		265.7		138.6		—			404.3
Inventories, net	—		154.5		59.8		—			214.3
Income taxes receivable	229.0		—		—		(229.0		)	—
Prepaid expenses and other current assets	0.2		40.2		21.3		—			61.7
Total Current Assets	229.2		494.0		275.1		(229.0		)	769.3
Property, plant and equipment, net	—		303.2		61.9		—			365.1
Goodwill	—		501.4		218.3		—			719.7
Other intangible assets, net	—		602.8		83.5		—			686.3
Deferred income taxes	19.6		—		25.4		(19.6		)	25.4
Other non-current assets	—		31.9		148.5		—			180.4
Net investment in subsidiaries	2,164.3		48.9		—		(2,213.2		)	—
Due from affiliates	414.7		1,632.5		4.0		(2,051.2		)	—
Total Assets	$	2,827.8	$	3,614.7	$	816.7	$	(4,513.0	)	$	2,746.2

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable	$	1.6	$	185.3	$	51.0	$	—		$	237.9
Accrued expenses and other current liabilities	23.3		190.2		71.6		—			285.1
Income taxes payable	—		242.2		9.9		(229.0		)	23.1
Current portion of long-term debt	—		32.3		33.8		—			66.1
Total Current Liabilities	24.9		650.0		166.3		(229.0		)	612.2
Long-term debt, net	1,040.1		578.9		—		—			1,619.0
Deferred income taxes	—		190.1		21.7		(19.6		)	192.2
Other non-current liabilities	—		30.1		132.1		—			162.2
Due to affiliates	1,602.2		1.3		447.7		(2,051.2		)	—
Total Liabilities	2,667.2		1,450.4		767.8		(2,299.8		)	2,585.6

Redeemable non-controlling interest	9.3		9.3		—		(9.3		)	9.3

Total Stockholders’ Equity	151.3		2,155.0		48.9		(2,203.9		)	151.3
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Equity	$	2,827.8	$	3,614.7	$	816.7	$	(4,513.0	)	$	2,746.2

Supplemental Condensed Consolidated Balance Sheets

December 31, 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	$	—	$	121.8	$	32.1		$	—		$	153.9
Accounts receivable, net	—		231.9		147.5			—			379.4
Inventories, net	—		145.3		53.9			—			199.2
Income taxes receivable	193.1		—		—			(193.1		)	—
Prepaid expenses and other current assets	—		43.5		33.1			—			76.6
Total Current Assets	193.1		542.5		266.6			(193.1		)	809.1
Property, plant and equipment, net	—		300.1		61.6			—			361.7
Goodwill	—		501.4		208.0			—			709.4
Other intangible assets, net	—		612.9		82.5			—			695.4
Deferred income taxes	16.0		—		12.2			(16.0		)	12.2
Other non-current assets	—		23.3		44.4			—			67.7
Net investment in subsidiaries	1,960.5		—		—			(1,960.5		)	—
Due from affiliates	548.1		1,655.3		4.8			(2,208.2		)	—
Total Assets	$	2,717.7	$	3,635.5	$	680.1		$	(4,377.8	)	$	2,655.5

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable	$	—	$	212.2	$	54.1		$	—		$	266.3
Accrued expenses and other current liabilities	1.4		183.8		68.8			—			254.0
Income taxes payable	—		196.0		8.3			(193.1		)	11.2
Current portion of long-term debt	—		168.7		12.8			—			181.5
Total Current Liabilities	1.4		760.7		144.0			(193.1		)	713.0
Long-term debt, net	811.9		461.4		—			—			1,273.3
Deferred income taxes	—		189.8		21.6			(16.0		)	195.4
Other non-current liabilities	—		166.6		4.6			—			171.2
Due to affiliates	1,601.8		96.5		604.9			(2,303.2		)	—
Total Liabilities	2,415.1		1,675.0		775.1			(2,512.3		)	2,352.9

Redeemable non-controlling interest	12.4		12.4		—			(12.4		)	12.4

Total Stockholders’ Equity	290.2		1,948.1		(95.0		)	(1,853.1		)	290.2
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Equity	$	2,717.7	$	3,635.5	$	680.1		$	(4,377.8	)	$	2,655.5

Supplemental Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2016

(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	$	(30.4	)	$	38.2		$	102.0		$	—	$	109.8

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	—			(33.2		)	(8.7		)	—		(41.9		)
Contributions (paid to) received from subsidiaries and affiliates	—			(76.8		)	76.8			—		—
Net cash (used in) provided by investing activities	—			(110.0		)	68.1			—		(41.9		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings under long-term debt obligations	600.0			1,214.6			56.9			—		1,871.5
Repayments of borrowings under long-term debt obligations	(375.0		)	(1,246.6		)	(37.7		)	—		(1,659.3		)
Net activity in investment in and advances from (to) subsidiaries and affiliates	136.5			22.6			(159.1		)			—
Proceeds from exercise of stock options	15.2			—			—			—		15.2
Excess tax benefit from stock-based compensation	6.0			—			—			—		6.0
Treasury stock repurchased	(319.7		)	—			—			—		(319.7		)
Payment of deferred financing costs	(3.0		)	(3.6		)	—			—		(6.6		)
Fees paid to lenders	(6.0		)	(1.8		)	—			—		(7.8		)
Call premium on 2020 Senior Notes	(23.6		)	—			—			—		(23.6		)
Other	—			(1.6		)	1.7			—		0.1
Net cash provided by (used in) financing activities	30.4			(16.4		)	(138.2		)	—		(124.2		)

NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(8.6		)	—		(8.6		)
(Decrease) increase in cash and cash equivalents	—			(88.2		)	23.3			—		(64.9		)
CASH AND CASH EQUIVALENTS, beginning of period	—			121.8			32.1			—		153.9
CASH AND CASH EQUIVALENTS, end of period	$	—		$	33.6		$	55.4		$	—	$	89.0

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:
Purchases of property, plant and equipment	—			(40.3		)	(10.8		)	—		(51.1		)
Proceeds from disposition of business and other	—			7.2			(0.3		)			6.9
Net cash used in investing activities	—			(33.1		)	(11.1		)	—		(44.2		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings under long-term debt obligations	—			852.9			2.5			—		855.4
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
Treasury stock repurchased	(1.3		)	—			—			—		(1.3		)
Payment of deferred financing costs				(6.4		)	—			—		(6.4		)
Proceeds from purchase of treasury shares by CEO	5.0			—			—			—		5.0
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