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Executives

Mark Rupe – VP, IR

Mark Sarvary – President and CEO

Dale Williams – EVP and CFO

Analysts

Josh Borstein - Longbow Research

Brad Thomas – KeyBanc Capital Markets

Budd Bugatch - Raymond James & Associates

John Baugh – Stifel Nicolaus

Denise Chai – Bank of America

Joe Altobello – Oppenheimer & Co.

Karru Martinson – Deutsche Bank

Keith Hughes – SunTrust Robinson Humphrey

Jon Andersen – William Blair & Company

Tempur Sealy International, Inc. (TPX) Q4 2013 Earnings Conference Call February 6, 2014 5:00 PM ET

Operator

Welcome to Tempur Sealy fourth quarter 2013 earnings conference call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will be given at that time.

(Operator Instructions)

As a reminder, today's conference may be recorded. It is now my pleasure to turn the floor over to Mark Rupe. Sir, the floor is yours.

Mark Rupe

Thanks Gary. Thank you for participating on today's call. Joining me in our Lexington headquarters are Mark Sarvary, President and CEO; and Dale Williams, EVP and CFO. After our prepared remarks, we'll open the call for Q&A.

Forward-looking statements that we make during this call are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements, including the Company's expectations regarding sales, adjusted EBITDA, earnings or adjusted net income, or the integration with Sealy, involve uncertainties.

Actual results may differ due to a variety of factors that could adversely affect the Company's business. The factors that could cause actual results to differ materially from those identified include: economic, regulatory, competitive, operating, and other factors discussed in the press release issued today.

These factors are also discussed in the Company's SEC filings, including, but not limited to: annual reports on Form 10-K, and the Company's quarterly reports on Form 10-Q under the heading Special Note Regarding Forward-Looking Statements and/or Risk Factors, as well as the Company's press releases.

Any forward-looking statements speak only as of the date in which it is made and the Company undertakes no obligation to update any forward-looking statements. The press release, which contains reconciliations to non-GAAP financial measures to the most directly comparable GAAP measures, is posted on the Company's website at tempursealy.com and filed with the SEC.

With that introduction, I will turn the call over to Mark Sarvary.

Mark Sarvary

Thanks, Mark. Good evening, everyone, and thanks for joining us. Today, I will provide an overview of our performance in the fourth quarter, and then discuss our key strategic growth initiatives in the context of our outlook for 2014.

I'll then turn the call over too Dale, who will provide details on the fourth quarter and full-year financial results and 2014 guidance. Overall, our fourth quarter was in line with our expectations. We achieved solid overall growth in the quarter and are pleased in particular with the improvement in our Sealy and Tempur International businesses.

Sealy's fourth-quarter sales were above our expectations, driven by continued strong demand for Posturepedic Innerspring and Hybrid products, increased consolidated sales from our Comfort Revolution joint venture, and higher international sales in South America.

Tempur International returned to positive growth in the fourth quarter, with sales increasing in Europe, Asia, and Latin America. Our performance in Europe strengthened through the quarter, with most of our markets showing growth; however, sales did remain weak in Germany. Our Asia-Pacific business also had another good quarter of growth, driven by strong results in Korea and Australia.

Tempur North America fourth-quarter sales were down 1%. Sales in our retail channel, which account for 93% of segment sales, were up 1%. Sales of products priced at $2,000 and above grew for the third consecutive quarter. And we saw solid growth in our adjustable base products, driven by higher attach rates and strong demand for our new Ergo-Plus and TEMPUR-Up products.

We had a good fourth quarter overall and have seen more stable performance in our business. However, demand continues to remain volatile week to week, with some softness in January due to sluggish traffic at retail in the US. And as Dale will explain, there was a certain degree of caution in our projections for 2014.

Now I'd like to discuss our strategic growth initiatives in the context of our outlook for 2014. As I said before, the foundation of our strategy is the commitment to investing in four key areas of our business. These areas are: product innovation, marketing, new market expansion, and our supply chain which we are striving to make easier to do business with.

As previously communicated, we will fund these investments with a portion of the cost synergies realized from the Sealy acquisition and our annual cost productivity programs, as well as through overall growth in the business.

The first strategic initiative is product innovation. Our goal is to provide consumers the best bed and the best sleep of their life and to provide our retailers a complete and optimal offering across brands, products and prices to drive their growth.

To achieve this, we will increase our investment in R&D in 2014. We have an integrated global product development team that is focused on further leveraging the combined technologies of our comprehensive portfolio of products as well as developing new to the industry technologies. Our new UP adjustable bases with Stearns & Foster and Optimum are the first examples of our ability to leverage technologies across our brand portfolio.

In January, we introduced a record number of new products in Las Vegas and Cologne, Germany. Our new TEMPUR-Cloud and Contour launches will be the largest in Tempur's history, and consist of seven new beds featuring bold, new iconic designs, upgraded comfort feels, additional cooling features; and innovative, new, removable, washable top covers.

We also introduced four new Stearns & Foster collections, including a new hybrid offering at the upper end of the range. The new Stearns & Foster lineup is integrated with OUTLAST material and air vents for improved climate performance and has a clear step-up story with features such as IntelliCoil-encased springs, cashmere covers and hand tufting.

Our Tempur North America and Stearns & Foster introductions were very well received by our customers and in testing by consumers and RSAs [ph]. We are expecting both launches to be important drivers of our growth in 2014. We already have started production on both and are building inventory in anticipation of the rollout starting in the first quarter.

In addition, we are excited about our all-new Optimum collection, five new beds featuring more OUTLAST material, more general memory foam from the top to bottom of the mattress, and taller profiles that we believe will strengthen Optimum's competitive position within the $1,000 to $2,000 price segment. These will be rolled out in the second quarter. Not only were the new product features and aesthetics well-received, but retailers also responded well to the fact that all the lines fit together, with logical price points and step-up stories from top to bottom, both within and across the brands.

New product introductions are occurring in our international markets as well. With the recent Cologne Fair in Germany, we introduced six new Tempur mattresses, featuring Breeze technology, with two models in each of the three mattress collections. As you know, we've been very pleased with demand for our Breeze beds in North America and are excited about the prospects for it internationally.

Tempur International also introduced an innovative, new EasyClean pillow that features a washable material that allows for the whole pillow to be machine-washed and tumble dried, as well as a new Breeze pillow, and an integrated bedding system called Experience.

Our second strategic initiative is marketing and this includes advertising as well as in-store marketing and direct sales. In 2014, we will increase our investment in marketing. We are committed to advertising direct to the consumer to drive retail traffic and demand.

Tempur will be advertised on TV continuously throughout the year, with elevated levels around major holidays. We will leverage our Ask Me campaign with new creative and we will also support Stearns & Foster, Optimum, and Posturepedic with consumer advertising. We’ll also gain more impressions per dollar – per dollar spent following our recently negotiated combined media buy.

From an in-store perspective, we will support our new TEMPUR-Cloud and Contour collections with new point-of-purchase materials, including new fixtures and signage, new headboards, and new top of bed merchandising. High-quality POP is also supporting the new Stearns & Foster and Optimum launches.

Those of you who visited our showrooms last week in Las Vegas saw first-hand the visual appeal and functional benefits of the new POPs, which we believe will not only differentiate our products on the floor, but also serve as a compelling tool for the RSA to increase conversion rates on sales of our products.

The third strategic initiative is new market expansion. As we laid out in our Investor Day presentation in September 2013, our international opportunity is significant. And over time, we expect to realize over $300 million in revenue synergies from international markets.

We are advancing several initiatives across the world and we will communicate them as they come to fruition. For example, last week, we signed an agreement whereby we regained Tempur-Pedic distribution rights in Mexico, previously held by a third-party distributor. This is the first deal since our combination with Sealy.

Now while a relatively small business for Tempur today, Sealy has an established business in Mexico with deep and broad customer relationships. We are confident that the combination of the two businesses will enable us to drive our overall performance in Mexico. Also in January, we began integrating Sealy Canada and Tempur Canada.

Now this is not a market expansion as both are already on markets. Sealy is the market leader and Tempur has a smaller but important presence, but it is an important strategic initiative that we believe will improve our overall business in Canada and importantly, make it easier for customers to do business with us there.

Indeed, our fourth strategic initiative is our commitment to building a world-class supply chain that is easier to do business with. We have several exciting initiatives underway that will improve customer service and lower costs within our transportation and distribution network, and we will update you on our progress later in the year. In addition, we're rolling out our category management program, which is designed to help optimize floor plans to improve both our own and our retailers' sales and profitability.

Our Company accomplished a great deal in 2013 and we are excited about all of the initiatives we have in place for 2014. Since completing the acquisition last year, we have integrated all the key functions, delivered greater cost synergies than initially projected, developed and launched compelling new products across our brands, and laid the groundwork for future revenue synergies, both in the US and across the world.

An enormous amount of effort is behind each of these company-wide initiatives and I am very proud of how the organization has come together as a single team.

With that, I'll now hand the call over to Dale.

Dale Williams

Thanks, Mark. I'll focus my commentary on the fourth-quarter and full-year 2013 financial results, and then discuss our 2014 guidance. I'll address the performance on a consolidated basis, then speak to the performance for each segment and provide commentary on the key areas or items where there's a notable variance from the prior year.

As a reminder, the Company completed its acquisition of Sealy in March 2013, and results for 2012 do not include the Sealy results of operations. Consolidated net sales for the fourth quarter were $678.1 million. Tempur North America net sales were down 0.7% and Tempur International net sales were up 4.5%. Sealy sales were $333.5 million.

By product, bedding net sales for Tempur North America declined 0.7% to $205.7 million on flat units. Tempur International bedding net sales increased 4.5% to $88 million, on a unit increase of 4%. Sealy's bedding net sales were $305.3 million.

By channel, Tempur North America retail net sales increased 1% and direct net sales declined 28%. Tempur International retail net sales increased 4.7% and direct sales increased 16.3%. Fourth-quarter gross margin was 40.2% as compared to 50% in the fourth quarter last year. As we previously stated on conference calls, the inclusion of Sealy has altered the consolidated gross margin profile of the business.

On a year-over-year basis, fourth-quarter gross margin declined primarily due to the inclusion of Sealy and product mix; these impacts were partially offset by lower sourcing costs. On a sequential basis, gross margin decreased to 40.2% from 40.6%, primarily due to fixed cost deleverage in the Sealy segment and product mix. These were partially offset by favorable geographic mix.

Consolidated advertising spend, which includes both national and cooperative, was $71.4 million, or 10.5% of sales in the fourth quarter. Tempur North America advertising spend increased nearly 30% versus last year.

G&A, as presented for the full-year 2013, reflects a $6 million reclassification to selling and marketing expenses, of approximately $3 million, occurring in both the second and third quarters of 2013. This reclassification does not impact previously reported operating income.

Consolidated operating income was $74.1 million as compared to $51.3 million in the fourth quarter of 2012. Operating income in the fourth quarter of 2013 included $8.2 million of transaction and integration costs related to the Sealy acquisition.

Operating income in the fourth quarter of 2012 included $7.6 million of transaction and integration costs related to the proposed Sealy acquisition, as well as $1.5 million of restructuring charges. Interest expense was $22.6 million.

The fourth quarter tax rate was 44% and reflects an adjustment to the repatriation tax based on final foreign earnings and profits for 2013. The normalized tax rate was 29.3%. In our fourth-quarter income statement, we have a line item titled – less redeemable non-controlling interest.

This deduction to net income attributable to Tempur Sealy international Inc. and GAAP earnings per share is related to our joint venture with Comfort Revolution. Because we do not own 100% of Comfort Revolution, this amount has historically included the percentage of Comfort Revolution's net income that we do not own.

As necessary, the amount will also include adjustments for changes in the redemption value attributable to our call option to purchase the remaining equity interest in the joint venture, which reduced net income attributable to Tempur Sealy.

We will record non-cash adjustments in future periods as necessary; these adjustments will not be reflected in our adjusted EBITDA or adjusted earnings per share. Fourth-quarter GAAP earnings per share was $0.37 as compared to $0.39 per share in the fourth quarter of 2012. Adjusted earnings per share was $0.66 in the fourth quarter as compared to adjusted EPS of $0.60 in the prior year period.

Now, I will summarize the income statement for the full-year 2013. As a reminder, 2013 results only include Sealy from March 18, 2013. Sales increased 76% to $2.5 billion, with the increase due to the inclusion of $1.1 billion of Sealy net sales for the period subsequent to the March close. Tempur North America sales declined 6% while Tempur International sales were flat relative to full-year 2012 sales.

Operating income was $244 million as compared to $248 million in 2012. Operating income for full-year 2013 included $44.6 million of transaction and integration costs related to the Sealy acquisition.

In 2012, operating income for the full-year included $11.1 million of transaction and integration costs related to the proposed Sealy acquisition, and $1.5 million of restructuring charges. GAAP earnings per share for full-year 2013 were $1.20 as compared to GAAP earnings per share for full-year 2012 of $1.70. Adjusted EPS in 2013 were $2.38 as compared to $2.61 in 2012.

Now I'll turn to the balance sheet and cash flow for a brief review. As shown on the balance sheet, the primary changes are related to the acquisition and related accounting treatment. The Company has consolidated funded debt less qualified cash of $1.8 billion.

The ratio of consolidated funded debt less qualified cash to adjusted EBITDA was 4.4 times, calculated on a combined basis in accordance with the Company's senior secured facility. A calculation of this ratio is included in the press release.

During the quarter, operating cash flow was slightly negative due to a $40 million cash tax repatriation payment. We initially accrued for this tax provision in the third quarter of 2012, based on the timing of our decision to acquire Sealy. Capital expenditures were $11.6 million.

Now I'd like to address our 2014 guidance. Today, the Company issued financial guidance for 2014. The Company currently expects net sales to be in a range of $2.8 billion to $2.9 billion. This reflects growth of 1% to 5% compared to 2013, had we owned Sealy for all of 2013, and approximately 50 basis points of headwind from forecasted unfavorable foreign exchange.

Adjusted EBITDA to be in the range of $415 million to $435 million, including a forecasted unfavorable foreign exchange impact of approximately $9 million, and adjusted earnings per share to be in the range of $2.60 to $2.85. This includes $0.19 per share of depreciation and amortization related to the Sealy purchase price allocation, or PPA, and unfavorable foreign exchange of $0.10 per share.

We're also providing the following additional full-year 2014 guidance assumptions: depreciation and amortization of approximately $93 million, which includes the PPA depreciation and amortization of $17 million; interest expense of approximately $89 million; the annual tax rate of approximately 31%; average share count, 62.1 million shares; and capital expenditures of approximately $65 million.

It is important to note that our 2014 adjusted EBITDA and adjusted EPS guidance excludes the impact of ongoing integration costs related to the acquisition of Sealy.

From an earnings perspective, our guidance reflects margin expansion resulting from cost synergies and leverage, offset partially by investments in new products, marketing, and R&D, as well as forecasted unfavorable exchange, foreign exchange as compared to 2013, related primarily to Canada. Based on these assumptions, we expect our operating margins to be in the range of 11.7% to 12% for the full-year 2014.

We are planning for first-quarter 2014 sales to be flat to slightly up as compared to fourth-quarter 2013 sales of $678.1 million. As Mark indicated, order trends have been somewhat soft in January due to sluggish traffic at retail in the US. Our first-quarter sales outlook also assumes a slight transitory impact as customers wind down inventory on existing models, advance the flooring of our new Tempur-Pedic and Stearns & Foster products.

We expect our operating margins to be approximately 10% in the first quarter of 2014. In the first quarter we will ship a record number of floor models as we launch the new TEMPUR-Cloud and Contour offerings as well as the new Stearns & Foster collections. In addition, we expect floor model shipments to remain elevated in the second quarter as we complete these rollouts and begin shipping our new Optimum beds but expect floor model shipments to be much lower in the second half of the year.

Through January, we are tracking to these expectations. In considering our guidance, it is possible that our actual performance will vary depending on the success of our new initiatives, macroeconomic conditions, and competitive activities for the consequences of other risk factors we've identified in our press release and SEC filings.

As noted in our press release, our guidance and these expectations are based on information available at the time of the release and are subject to changing conditions, many of which are outside the Company's control. With that, operator, please open the lines for questions.

Question-and-Answer Session

Operator

Yes, sir. (Operator Instructions) One moment for questioners to queue. And it looks like our first phone question will come from Josh Borstein with Longbow Research. Please go ahead. Your line is now open.

Josh Borstein – Longbow Research

Hi, Mark, Dale and Mark. Thank you for taking my questions here. Just on the guidance, is it possible to talk about what the guidance implies for each of the three segments on the top line?

Dale Williams

Sure, for the full year, we actually expect all three segments to grow mid single digits. For the first quarter, as I mentioned, we expect Sealy to be flat to slightly up. We expect the Tempur International to be flat. We expect Tempur North America to be down mid single digits and again, that's a function of the transition of essentially the core of our product line.

Josh Borstein – Longbow Research

Okay, thank you for that. That's very helpful and then the deal that you said you inked in Mexico, can you talk a little bit about, maybe a little more detail what exactly that is and what the potential revenue upside might be from that deal?

Mark Sarvary

For Tempur North America, or for Tempur, it's a relatively small business, mid single-digit millions, but for Sealy, it's really quite a large business, almost 10 x as big. And I think it's one of the examples of where we can leverage one infrastructure, i.e., in this case, Sealy, to gain greater distribution of another – of our other product line, in this case, Tempur.

The way that it's done though has been very consistent with the way around the world. We have acquired what we call third party – Tempur third parties. We've done this all across the world in Australia, in Austria, in Poland, and Korea. This has been our traditional method of seeding a country and then growing it when it gets to its established stage.

Dale Williams

And Josh, the cost is fairly minimal; it's about $1 million.

Josh Borstein – Longbow Research

Okay. Great, and then if I can just sneak one more in. With respect to the rollouts, it seems like, I think you mentioned, this will be the greatest rollout in terms of SKUs going out for Tempur. How does this compare to the previous rollout last year in terms of the gross margin impact that it might have?

Mark Sarvary

Well, if you think – if you want – kind of as a model, the way to think about it this is, in the second quarter of last year, we launched – we had more floor models, a combination of Tempur and Sealy, had more floor models than ever before; I think we said the number around 70,000 floor models. This year, in the first quarter, we will have a number comparable to that.

And so that's a much bigger number than has ever been done in the first quarter and traditionally, these big rollouts are done in the second quarter. This year, we're going to have that number in the first quarter.

And then in the second quarter, we're going to have an elevated level roughly comparable to what we had in the prior year. So it's going to have an impact on gross margin and –

Dale Williams

From a margin implication standpoint for the year, we are expecting gross margin for the business to be about 41%. In the first half, we would expect that to be roughly 100 basis points lower as there will be significant floor model expenses in both the first and second quarters. And then in the second half, obviously better as we get past the big rollouts.

Mark Sarvary

And to put that in context, that 41% is about 100 basis points better than the last three quarters of this year if you average that. And that's a function of the cost synergies that we've been able to get offset by the product – the investments we've made in these new products as well as FX, which, as Dale said, has been hurdle at this time.

Josh Borstein – Longbow Research

Okay, so 70 million SKUs rolling out this quarter and…

Mark Sarvary

70,000. That’d be great.

Josh Borstein – Longbow Research

That would be a big number and an additional 70,000 in Q2 as will then, right?

Mark Sarvary

I'm not giving exact numbers. I'm just using that as a – that's a good basis because that was the number we used last year, that was the number we quoted you last year and that is roughly right for both quarters.

Josh Borstein – Longbow Research

Okay. Terrific. I appreciate the help. Thank you and good luck.

Mark Sarvary

Thank you.

Dale Williams

Thank you.

Operator

Thank you, Sir. Our next phone question will come from Brad Thomas with KeyBanc Capital.

Brad Thomas – KeyBanc Capital Markets

Hey. Thanks, guys. Just to follow-up around the, some of the financial outlook for the first half of the year. I know you're not giving specific quarterly earnings guidance, but Dale, could you give us maybe a little bit better sense of what range you think this first quarter might come in given that it's such an unusual kind of step period that we're up against?

Dale Williams

Well, from a total business standpoint, we're looking at sales at the top line of minus 1% to minus 2%, on a year-over-year basis. And what that means, to give you a gauge since you don't know what the first quarter last year was, except, because that was essentially Tempur only.

That's why we gave you the gauge against the sequential of the fourth quarter – first quarter, we expect to be flat to slightly up from the fourth quarter. And then also in the fourth – first quarter of this year, we're expecting EBIT margin to be around 10% impacted by the floor models.

And as we said in the prepared remarks, January sales were a little bit softer that we would have liked. Actually, it's from an overall standpoint, most of the country was fine. There were a couple segments of the country, basically the Northeast and the Midwest, that were a little bit soft and anyone's guess as to what could have caused that here over the last month. But I think that gives you a pretty good indication of how to gauge Q1.

Brad Thomas – KeyBanc Capital Markets

That's very helpful. From a synergy perspective, I know as time goes on, it will get more and more difficult to quantify it, but you did say you're finding more opportunities and getting them – realizing them faster than you had expected. Where do you think synergies will come in since the deal closed and what you’re modeling for 2014?

Dale Williams

Well, I would say we're not inconsistent from what we said at the Analyst Day last September, or the Investor Day in September in New York. When we did – decided to purchase Sealy, we had an estimate of $40 million of synergies being recognized over the first three years.

In year one, to the best of our ability to track it, we believe we ended up right about the $18 million number that we talked about on the third-quarter earnings call. For this year, just as we talked about in September, we believe that we will see about $40 million of synergies.

But also consistent with what we said in September is that some of these excess synergies that we're getting, we're reinvesting in the business, we're reinvesting in the product, we're reinvesting in R&D, we're reinvesting in marketing. And that's what is consistent with what you are seeing in our plans for 2014.

Brad Thomas – KeyBanc Capital Markets

Great, thanks so much.

Operator

Thank you, Sir. Our next question in queue will come from Budd Bugatch with Raymond James. Please go ahead. Your line is open.

Budd Bugatch – Raymond James & Associates

Good morning. I didn't know who he was talking about. Good morning, Dale. Good morning, Mark. Good morning, Mark. Good afternoon, Sorry about that. Couple of questions, if I could, one, on the pro forma, Dale, for the year, if we were to take it because you say the year is going to be up 1% to 5%, is that about $2.78 billion or $2.77 billion; how do we think about it?

Dale Williams

It would be round to – $2.8 billion, $2.8 billion to $2.9 billion, we are really…

Budd Bugatch – Raymond James & Associates

But that's what your guidance assumes and you said that's up 1% to 5% versus the pro forma last year if I read that right.

Dale Williams

Yes, you're saying for 2013, yeah, on a pro forma basis, 2013 would be about 2.77.

Budd Bugatch – Raymond James & Associates

Okay, all right. When you talk about the – you said 50 basis points of foreign exchange, drag, is that against the $2.77 billion?

Dale Williams

No, well, that is included in the $2.8 billion to $2.9 billion. And if you see –

Budd Bugatch – Raymond James & Associates

And the $9 million of foreign exchange drag on the earnings line that looks like it's going to be pre-taxed, if I – is that right?

Dale Williams

Correct.

Budd Bugatch – Raymond James & Associates

Okay. When you look at the operating margin by segment in the fourth quarter, I know we are going to get that with the K, can you give us an early look at what the operating margins by segment were?

Dale Williams

Sure, and because in the K, you are going to see GAAP, I'll give you GAAP. On a consolidated basis, operating margins were 10.8% in the quarter. The Sealy operating margins was at 6.4% for the quarter.

I'm going to come back and give you a little color here; Tempur International, 23.8%, and Tempur North America, 10.3%. A couple things to point out there; number one, on Tempur North America. The Tempur North America bears the cost of corporate, so all the corporate cost get borne in that Tempur North America number.

In addition, a significant percentage of the transactions – all the transaction costs, but a significant percentage of the integration costs are borne in the Tempur North America number. Sealy in the fourth quarter was a little bit lower than what it had been running, but Sealy in the fourth quarter, that's a softer quarter traditionally for Sealy; certainly it's a – Sealy's fourth quarter business is much less than the third-quarter business, particularly on a new calendar basis that they're on.

So you get some fixed cost deleverage within Sealy also as Comfort Revolutions is growing and that's a, becoming a little bit bigger piece of the Sealy segment. Comfort Revolutions being a start-up is not very profitable yet. So that also drags the Sealy margins.

Budd Bugatch – Raymond James & Associates

Okay. And at the end of 2014, where do you think you will be with your debt to leverage ratio? Where do you project you'll be?

Dale Williams

We, at the midpoint of our guidance, that would imply a debt to EBITDA of about 3.8%.

Budd Bugatch – Raymond James & Associates

Okay, and how does that compare to where you thought you would be by now? I know that if you go back and think about where you were when we originally, when you originally planned the acquisition and came to us.

Dale Williams

Well, for the end of 2014, we would have thought we would have been probably in the 3.5% range. Certainly, the – our business in 2013 was not as strong as we would have liked and as strong as we thought it might be at that time, particularly on the Tempur side. Tempur North America did not perform as we expected it to at the start of the year.

Tempur International did not perform as we expected it to, at the start of the year. So, that – Sealy actually performed slightly better than we expected at the start of the year. So, overall, it's basically the Tempur business in 2013 was a little softer than we would have liked. And so that translates on a compound basis to just slightly better – slightly higher on the debt to EBITDA than what we would have expected a year ago.

Budd Bugatch – Raymond James & Associates

Okay, and do you think you'll catch that up or how does that…

Dale Williams

Yes, but I would say that, again going back to September and the Investor Day and the three-year plan we talked about, the guidance we just gave for 2014 is absolutely consistent with that plan. We said we wanted as an overall – as a combined business, to have a 6% or more compounded growth rate.

We also said we expected to be a little bit lower than that at the beginning, and for that growth rate to grow over that three-year period as we got further into the integration, as we got further into the benefits of the integration, and being able to share more on the technology side and on the customer side. So I think that we're right in line with what the plan we outlined last September.

Budd Bugatch – Raymond James & Associates

Okay. My last question just is on the FX, is it all – is that pretty much all Euro or how do we – how should we think about?

Dale Williams

Well, actually, a significant piece of that is Canada, the Canadian dollar. So the Canadian dollar is a significant piece of the FX problem. Actually, the Euro is doing pretty well right now.

But in Canada, we have a very sizable business in Canada on a combined Tempur/Sealy basis. Just if you look at last year 2013, the average exchange rate was $0.97. Our planning for this year was to have the exchange rate be about $0.92.

Today, well, I didn't see today, but I assume it's not that different, but right now, the spot rate is right about $0.90. So the Canadian dollar has significantly weakened. That creates – the reason why that creates a little bit more earnings pressure than what you might expect is a significant portion of the COGs of the Canadian business, both for Tempur and Sealy, is US dollar denominated. The COGs goes up while the revenue is going down.

And internationally, we do have some – we've got a mixed bag on Tempur International side. There is some FX pressure there as well, and the Euro, as I said is – the European community, in total, is roughly, is okay. Most of the FX pressure that we're seeing is in Asia.

Budd Bugatch – Raymond James & Associates

Got you, okay. And one more. I'm sorry, one thing for you, the acquisition in Canada and the combination in Canada and combination of Mexico, is that – you're thinking that's strategically something you're going to do in most other parts of the world? Now you're going to combine Sealy and Tempur that way; is that a model for outside the US?

Mark Sarvary

Just to be clear, the license in Mexico was an acquisition but the Canadian one was not. That's just a merger of two companies that were already owned by us. But what I think is the model that we will replicate wherever we can, is where we have strong infrastructure of one company and a weaker one – if we have two companies, both Tempur and – legacy Tempur and legacy Sealy in geographies, we're looking for places where the infrastructure of one can help the sales of the other.

And as I said in my prepared notes, there are several things that we're working on. Obviously, I can't talk about them until they come to fruition but that's the model that we're looking at.

Budd Bugatch – Raymond James & Associates

Okay. Thank you very much. Good luck on the rest of the year.

Operator

Thank you, Sir. John Baugh with Stifel. Please go ahead. Your line is open.

John Baugh – Stifel Nicolaus

Thank you and good evening. Couple of things. First, could you just comment on what drove the Tempur direct business in the quarter negative year over year?

Mark Sarvary

The fact is it hasn't been good, it hasn't been good, it wasn't good for much of last year and there are several reasons for this, one – several macro reasons for this. One is that there is a fundamental – a growth by retailers to have direct businesses, which effectively provides another way for people to get Tempur products online.

And so that puts a form of competition in place, not to mention that there are other obviously competing [metrics]. It also is affected by the fact that it's very sensitive to advertising and as you know, we didn't advertise continuously throughout last year and we are doing that now. Also, it's very susceptible to promotion.

But having said all of that, we have a big focus this first part of the year on direct. We put our first focus last year on retail, because that – 93% of our business, that was where we had to put our focus. But we have now put a degree of focus on that direct business, and we know it's an important part of our business and we do intend to stabilize it and use it effectively.

But it is not – we're not pleased with the results. Now having said that, direct includes what we traditionally think of as direct, which is telephone sales and Internet sales and catalogs and so on. But it also includes – it is both international – I'm sorry, it is both in the North America and internationally and it also includes retail stores.

And if we look at our direct business internationally, that is growing quite well. The retail stores are growing quite well internationally but so is our direct Internet business. In the North America, as you know, we have our flagship stores, the three flagship stores. They, too, are performing quite well. So, it is – we're now turning our attention to that area.

John Baugh – Stifel Nicolaus

Great and then Mark, could you just maybe give us an outlook internationally, not just for Tempur, but to Sealy as well and the key markets both brands address?

Mark Sarvary

Well, if you look at – in a very broad brush, if you look at Europe, Tempur is very established in Europe, all the large countries, literally, obviously all the large countries. And we have a strong business there and we're well established and have good infrastructure. Sealy has a license business in that part of the world and clearly there, over time, that could be an opportunity there.

In Asia, it's a bit broad to call it Asia because Asia is so different, but if you look at – Sealy and now Tempur Sealy has a joint venture in much of Asia, which is a strong and growing joint ventures. Tempur has business across Asia: China, Japan, Korea and so on.

So there are opportunities there across the board for a combined – not necessarily combined but there are opportunities in different places in different ways. It will be different. We have the joint venture is one that is planned to, through 2020, but we have opportunities for sharing and leveraging each of those infrastructures in different parts of Asia.

And in South America, I talked about Mexico and then in South America, Sealy, there is both Sealy and Tempur have businesses but Sealy has the more established infrastructure, particularly in Argentina than does Tempur. And both groups are growing well in Brazil so there are opportunities there for combination.

John Baugh – Stifel Nicolaus

Great, and then lastly, maybe for Dale. There are so many moving parts; you mentioned the segment or Tempur North America EBIT at, I think 10.3% but it's got all the corporate.

Is there any way – and I know in the first half, we're going to have a bunch of noise with product launch, is there any way to think about where Tempur North American EBIT margin is settling out on an annual basis ex-corporate cost and ex the transaction cost and product intro noise, et cetera? Thank you.

Dale Williams

Tempur North America, as we look at it, is from a 2013 standpoint, stripping out all the integration, all the transaction costs, all the corporate costs, Tempur North America, on a stand-alone basis, actually, it had a pretty decent results. Actually, it had a pretty good year. From an overall EBIT standpoint at Tempur North America is more in the high teens and for next year, we would actually expect Tempur North America to improve its profitability.

We believe that Tempur North America in 2014, we'll see some gross margin expansion. And while we are investing some more in marketing, we'll see leverage in R&D, and in some other selling aspects that, as we get benefits in the business because of the improvement and the synergies, year over year, there's $22 million additional synergies in 2014.

So we do expect to see some improvement in the bottom line of Tempur North America as a stand-alone entity. One of the complications is, over time, Tempur North America is becoming less and less of a stand-alone entity. And for North American Sealy, or – as the integration goes further and further, are becoming more of one entity.

John Baugh – Stifel Nicolaus

Great, those numbers are helpful and then just lastly, if I could, it sounds like weather has impacted January to a degree. Are you able to look at the other areas of the country and is there any perceptible change from – I don't know, I guess December was tough, too, with the weather and holiday. Maybe going back to the October/November comparative period?

Dale Williams

Well, I don't have October/ November in front of me, but certainly in January, the bulk of the country, we saw good performance but we did see specific weakness in the Northeast and the Midwest. I'll let you draw the conclusion as to what drove that. With a few weekend storms, but this business is heavily reliant on weekends, and when weekends are impacted, it can affect the business.

John Baugh – Stifel Nicolaus

Great, thank you. Good luck.

Operator

Thank you, Sir. Our next phone question will come from Denise Chai with Bank of America. Please go ahead. Your line is now open.

Denise Chai – Bank of America.

Okay. Thank you. I wanted to ask first about gross margin and if you could break that out for us, roughly by the three divisions?

Dale Williams

What time periods?

Denise Chai – Bank of America.

For the fourth quarter, please.

Dale Williams

Gross margins – again, this is on a GAAP basis, Tempur North America about – was 43.6%; Tempur International, 60.1%; Sealy, 30.9%; consolidated, 40.2%.

Denise Chai – Bank of America.

Okay, great. Thank you. Was there any kind of ForEx hit in 2013?

Dale Williams

Fairly minimal. We had – normally when we have much movement in foreign exchange, we, particularly on our international business, we talk about, here's the actual performance; here is what it would be on a constant currency basis.

If you noticed, we didn't talk about that on this release and all year, really, the impact of FX has been fairly nominal. There was some impact in the, particularly in the Sealy business in the second half of the year, as the Canadian dollars were starting to weaken. But the primary impact and the significant weakening occurred late in the year and that's why we are projecting a big impact in 2014.

Denise Chai – Bank of America.

Okay, got it. Thanks. Just going back to Tempur North America, was the performance in line with your expectations of flat to up low single digits, if you take out the Northeast and the Midwest?

Dale Williams

Well, the Northeast and Midwest we're talking about is January.

Denise Chai – Bank of America.

Okay.

Dale Williams

And so, yes, Tempur North America was close. I mean, it was down 0.7%; we thought it would be flat to slightly up. So it was a little bit below our expectations.

Denise Chai – Bank of America.

Okay, okay, got it. Just last one, can you tell us what level of guidance – sorry, of advertising is embedded in your guidance?

Dale Williams

Yes, for the next year, from a percent of revenue standpoint, we're looking for something in the ballpark of 10.5% to 11% of sales, consistent with what we have normally run.

Denise Chai – Bank of America.

Great, thank you so much.

Mark Sarvary

And importantly, one thing on advertising is that we will be running continuously throughout this year. That's an important – just although the rate, we will be – the way of doing it is going to be especially – we want to be sure we're on air all the time.

Denise Chai – Bank of America.

Understood. Thank you.

Operator

Thank you, Ma'am. Our next phone question will come from the line of Joe Altobello with Oppenheimer. Please go ahead. Your line is open.

Joe Altobello – Oppenheimer & Co.

Good afternoon, guys. Just wanted to start with the advertising you mentioned, Dale, just now to a previous question, 10.5% to 11% in 2014. Just for comparative purposes, what was that ratio in 2013?

Dale Williams

That's a complicated one, Joe. It was right around 11% and the reason why that 's complicated is we don't really have the results from Sealy for most of the first quarter.

Joe Altobello – Oppenheimer & Co.

True, okay.

Dale Williams

It was ballpark right around 11%.

Joe Altobello – Oppenheimer & Co.

Okay, got you. And in terms of the first quarter guide, you mentioned, obviously, weather impacting you in January. If you can just look at those markets that are not weather-impacted, what you seeing in terms of year-over-year increase? Is - what would Tempur North America be up in the first quarter ex weather, I guess is the best way to ask that?

Dale Williams

Well, I'm not going to parse it that way, Joe. Weather has some impact on January, all that business could come back in February if the weather calms down; certainly it could come back in March.

Just because the consume – if the consumer doesn't buy this weekend, they might buy next weekend or they may buy two weekends from now when they don't have something planned. So, while it may affect one month, it could come back in the quarter. But we are factoring that in a little bit, but one of the big things is we've got this humongous transition occurring.

And as retailers are taking product off the floor, they've got to sell that. And as they are putting the new product on the floor, they've got to sell the old product off the floor. While retailers don't have a lot of inventory, there is a little bit of inventory they've got to clear out; there's some inventory we've got to clear out.

So the transition, particularly, when you're talking about changing seven models from a Tempur standpoint, from a Sealy standpoint, all the Stearns & Foster product is changing. So, that's quite a few models as well.

So, that's where we're just trying to say, particularly for Tempur, we've never seen this level of transition before. So, we believe that there's some transitory impact that will affect the performance over the quarter.

Joe Altobello – Oppenheimer & Co.

Okay. And that will probably continue into Q2, it sounds like given all the floor models you're shipping?

Dale Williams

Yes, a little – it will continue some into the Q2. Yes, it will.

Joe Altobello – Oppenheimer & Co.

Okay and just one last one in terms of the overall environment. Obviously, you guys are stepping up the advertising spend and I think your retail partners are very happy about that.

What are you seeing across the competitive landscape? Are others in your space coming to the realization that maybe heavy promotion is not the way to go and really, shipping those dollars to more of an advertising-based model is probably smarter for everybody?

Mark Sarvary

I think what the industry – certainly, what retailers tell us and what we know is that, first and foremost, is great product. Sealy, we mentioned it, but Sealy had a great quarter last – in the fourth quarter, and you can attribute it to a lot of things but it's because the Posturepedic, the new Posturepedics were really well liked by consumers. It were really well liked.

First and foremost, I think that what everybody realized is, is product has the – drives the game and I think what we showed in Vegas, what we showed in Cologne, both on, both the showrooms were something that we're very proud of. We really believe that's the backbone and I think that, I really do believe that the industry believes that, too.

But secondly, I think that people believe that advertising is driving people to the stores. And we know that and we also know that continuity of advertising is important. It's not good to just to do it in spurts and that requires conviction to do that and we're going to do that and I know that the retailers appreciate that, too.

And I think the third thing is a worldview that it is best to make products that just, that are premium-priced products that consumers are prepared to pay a premium for. And so having ASP growth by having a focus on the best – the veteran products is something that's in everybody's interest.

And I think certainly our – we think that and I believe from all of the conversations we've had with retailers, that's a common belief there, too. So I can't really speak for our competitors.

Joe Altobello – Oppenheimer & Co.

Okay, okay, great. Thanks, guys.

Operator

Thank you, Sir. Next question on queue will come from the line of Karru Martinson with Deutsche Bank. Please go ahead. Your line is open.

Karru Martinson – Deutsche Bank.

It's Karru Martinson from Deutsche Bank. Just when we look at the step-up in advertising, and I've certainly noticed a pick-up in how many times I've seen your commercials already. When you look at the spend, are you shifting more dollars out of co-op into that national advertising campaign or do you feel like co-op dollars will stay the same?

Mark Sarvary

Well, one thing is that, fundamentally what – I just, just as a kind of backdrop, the way that Tempur and Sealy have gone to market for many years is different, as you know, and both of us have direct to consumer and co-op. We're not going to change to be the proportion that Tempur has on direct-to-consumer is different and will remain so and the same is largely true for Sealy.

But in terms of, overall, I think that we are committed to advertising. One of the things that I mentioned briefly in the prepared notes is that one of the synergies that we are – that we hope to see the benefits of this year is that by putting together the media buying for the combined companies.

And then going – we went through a formal process with RFPs and the whole thing to negotiate a good buying rate of media, good – to negotiate good prices for media, we have not only been able to, as we said, we're maintaining our level of spending, but we're also being able to get more bang for the buck where we'll be able to get more GRPs for our dollar.

And so that, I think, is going to be something we'll see and that's going to affect particularly direct-to-consumer advertising. So fundamentally, there's not a change in how we're allocating it but what I think is we're going to see it's a greater effectiveness as we're able to combine the two together.

Karru Martinson – Deutsche Bank.

Great. And when we look at the first quarter and into the second quarter, the rollout of the new beds, do you feel that you've picked up a significant additional floor spots with the new product launch, or do you feel that this is more of a replacing the SKUs and possibly putting a higher-turn product out there?

Mark Sarvary

We hope that we will gain some floor space, but it is important to note that this launch, particularly for Tempur; I mean, it is true for Stearns, too, is a replacement. Historically, most of our new launches have been a new product that's an addition, and it is – we're very conscious of this and an investor should be, too, that this is a replacement. And therefore, we are going to be, to a greater extent, swapping out floor models.

However, we do hope to gain some floor space with it because the new collection of seven products from Tempur has been very well received. And it's too early to tell right now but the initial indications are that, that's going to be positive so we do hope that. What we're really counting on though is the increased turn per slot as a result of these new items.

And in the case of Stearns, I think the exact same thing can be said. The new Stearns product line has been received extremely well. People are very positive about it. They particularly like, and interestingly and importantly, they like the high end.

It comes back to the thing I was saying a little earlier, has been very well – is very much appreciated by retailers. We are expecting – we're hoping that we'll gain more slots but what we're also hoping is that we're going to get better turn and we're also hoping that we're going to get higher ASPs.

Karru Martinson – Deutsche Bank.

Thank you very much, guys. Appreciate it.

Operator

Thank you, Sir. Our next question will come from Keith Hughes with SunTrust Robinson Humphrey. Please go ahead. Your line is open.

Keith Hughes – SunTrust Robinson Humphrey

My question has been answered. Thank you.

Operator

Thank you, Sir. Our next question will come from Jon Andersen with William Blair & Company. Please go ahead. Your line is open.

Jon Andersen – William Blair & Company

Good afternoon. Thanks for taking the question. I think, Mark, you've talked not that long ago about the importance of training and educating the RSAs, particularly on the more complex products to overcome selling hurdles or to improve selling effectiveness.

Can you just talk a little bit about where you sit today, vis-a-vis that effort and particularly in the context of significant number of new product launches this year? Thanks.

Mark Sarvary

There's no question that, that's true. And it's – when we're talking about global challenges for the industry and I talked about the fact that product is important, marketing is important, but no doubt about it. Training the RSAs is critical.

And two things on that. I think that we, with the new products that have been just launched from Tempur, one of the things that is important is that the way that the product is demonstrated, with the zip-off tops is something that's very easy for an RSA to do and yet it's very demonstrable and it's very kind of putting an interest into a consumer.

So it really passes the test as being relatively easy to do but a valuable thing to have done. And therefore, easy to learn and easy to use and that is one of the reasons that our customers and the RSAs have responded very positively to the product. The other thing is that our focus on POP, Tempur-Pedic probably more – particularly because it is something that we have put a big focus on for this launch.

And Stearns & Foster consistently have in the past, again, have a big focus on POP. In both cases, with an eye to making it easier for an RSA to sell. So for example, the POP for Tempur products, the new Tempur-Contour and Cloud products have a very simplistic description of the product and its key differentiating features and its step-up story, which has people responding very well because, again, it's easy to train and easy to use, and makes the RSA confident about justifying why one product is better or more expensive than the next one.

And in the case of the Stearns & Foster products, some of the POP enables a RSA to easily demonstrate what – how a – what is inside a Stearns & Foster and what is – and how that is different and what it looks like when you're looking at a Stearns & Foster hybrid. So, again, we do believe that and that's a very important part of the POP.

Jon Andersen – William Blair & Company

Thanks, that's helpful. Maybe just a quick one for Dale. Dale, how much stock-based comp are you forecasting for 2014, and is that included in or backed out of the EBITDA forecast? Thanks.

Dale Williams

Stock comp is included in. Our stock comp will increase in 2014, and essentially this is why. Stock comp builds on itself over time, so our long-term incentive plan is a stock-based plan, part options, partly PRSUs. If we go back several years ago, we had a long-term – and the long-term incentive plan tends to be three years.

So back in 2011, we had a new long-term incentive plan that would have accrued over 2011, 2012, 2013. And then in 2012, we had an alternate plan that would have accrued over 2012, 2013, 2014. Well, based on the results in 2012, both those plans, because they were minimum hurdles, based on the results in 2012, both those plans were essentially blown up.

So, if you recall in 2012, we had two different points during the year had significant throwbacks where we essentially eliminated those two years of plans. So as we came into 2014, we started with a blank slate, we had alternate plan and – 2013, I'm sorry, as we came into 2013, we basically had a blank slate, because the 2010 plan had finished.

So we have stock comp in 2013 for the 2013 plan. We will add a layer to that, if you think of, like LIFO inventory, we'll add another layer to that next – this year in 2014 where you'll have the 2013 plan, and then layer on the 2013 plans.

And so it builds up until you get three years in. But stock comp is in our earnings per share. It is in our guidance; it is in a D&A element so it's not included in EBITDA, but it is in EBIT. Is that helpful?

Jon Andersen – William Blair & Company

Yes, that's helpful. Thank you.

Operator

Thank you, sir, and presenters, at this time, I'm showing no additional phone questions. I'd like to turn the program back over to management for any additional or closing remarks.

Mark Sarvary

Thanks a lot. We look forward to talking with everybody again in early May when we host the first quarter earnings conference call. Thanks for joining us this evening.

Operator

Thank you, gentlemen, and thank you, ladies and gentlemen. This does conclude today's call. Thank you for your participation and have a wonderful day. Attendees, you may now all disconnect.

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