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Item 5. Market for Registrant’s Common Equity

2021-02-19 compared with 2020-02-24 · 30 added, 84 removed, 34 unchanged (77% of the section changed)

4 unchanged sentences

As of February 15, 2021, we had approximately 67 stockholders of record of our common stock.

We do not pay a dividend.

The decision to pay a dividend in future periods is reviewed by our Board of Directors on a periodic basis.

Common Stock Split

On November 24, 2020, the Company effected a four-for-one stock split to shareholders of record as of November 10, 2020.

All share, restricted stock unit ("RSU"), performance restricted stock unit ("PRSU") and per share information has been retroactively adjusted to reflect the stock split within this Annual Report on Form 10-K.

In February 2021, our Board of Directors declared a cash dividend of $0.07 per share on our common stock.

The dividend is payable on March 12, 2021 to shareholders of record on the close of business February 25, 2021.

However, payment of future dividends, and the timing and amount thereof, will be at the discretion of our Board of Directors and will depend on our earnings, operating and financial condition, capital requirements, legal requirements and other factors that our Board of Directors deems relevant.

Further, we are subject to certain customary restrictions on dividends under our 2019 Credit Agreement and Indentures.

1 unchanged sentence

Issuer Purchases of Equity Securities

Our Board of Directors authorized a share repurchase program in 2016 pursuant to which we were authorized to repurchase shares of our common stock for a total repurchase price of not more than $800.0 million.

We did not repurchase any shares under our share repurchase program during the year ended December 31, 2018.

As of December 31, 2019 , we had repurchased under the share repurchase program an aggregate of 1.3 million shares for approximately $102.3 million and had approximately $124.6 million remaining under the program.

In February 2020, the Board of Directors authorized an increase, of over $190.0 million , to our share repurchase authorization of Tempur Sealy International's common stock to $300.0 million .

Our Board of Directors authorized a share repurchase program in 2016 pursuant to which we were authorized to repurchase shares of our common stock.

During 2020, the Board of Directors authorized increases to our share repurchase authorization of $194.2 million and $168.7 million during February and October 2020, respectively.

During the year ended December 31, 2020, we had repurchased 6.5 million shares, under the share repurchase program, for approximately $285.9 million and had approximately $201.6 million remaining under the program.

In February 2021, our Board of Directors increased the share repurchase authorization to $400.0 million.

Share repurchases under this program may be made through open market transactions, negotiated purchases or otherwise, at times and in such amounts as management deems appropriate.

2 unchanged sentences

Repurchases may be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when we might otherwise be precluded from doing so under federal securities laws.

Table of Co ntents

The following table sets forth purchases of our common stock for the three months ended December 31, 2020:

(a) Total number of shares purchased

(b) Average price paid per share

(d) Maximum number of shares (or approximate dollar value of shares) that may yet be purchased under the plans or programs

Period (a) Total number of shares purchased (b) Average price paid per share (c) Total number of shares purchased as part of publicly announced plans or programs (d) Maximum number of shares (or approximate dollar value of shares) that may yet be purchased under the plans or programs

(in millions)

October 1, 2020 - October 31, 2020 1,395 (1)

$93.06 — $300.0

November 1, 2020 - November 30, 2020 1,793,250 (1)

1,791,447 $256.3

December 1, 2020 - December 31, 2020 3,309,673 (1)

$26.67 2,083,732 $201.6

Total 5,104,318 3,875,179

(1) Includes shares withheld upon the vesting of certain equity awards to satisfy tax withholding obligations.

The shares withheld were valued at the closing price of the common stock on the New York Stock Exchange on the vesting date or prior business day.

(2) As noted above, on November 24, 2020, the Company effected a four-for-one stock split, which accordingly reduced the Company's price per share subsequent to that date.

Equity Compensation Plan Information

7 unchanged sentences

The peer issuers included in this graph are set forth below in the table.

In 2018, HNI Corporation was added to the peer group.

In 2019, lululemon athletica inc.

and Tupperware Brands Corporation were removed from the peer group due to no longer meeting our market capitalization criteria.

2020 Peer Group

Brunswick Corporation (BC)

Carter's, Inc.

HNI Corporation (HNI)

Sleep Number Corporation (SNBR)

Columbia Sportswear Company (COLM)

La-Z-Boy Incorporated (LZB)

Steelcase Inc.

Deckers Outdoor Corporation (DECK)

Leggett & Platt, Incorporated (LEG)

Under Armour, Inc.

Gildan Activewear Inc.

Herman Miller, Inc.

Williams-Sonoma, Inc.

Hanesbrands Inc.

Polaris Industries Inc.

Wolverine World Wide, Inc.

2018 Peer Group

Brunswick Corporation (BC)

HNI Corporation (HNI)

Sleep Number Corporation (SNBR)

Brunswick Corporation (BC) Hasbro, Inc.

(HAS) RH (RH)

Carter's, Inc.

La-Z-Boy Incorporated (LZB)

Steelcase Inc.

Columbia Sportswear Company (COLM)

Leggett & Platt, Incorporated (LEG)

Tupperware Brands Corporation (TUP)

Deckers Outdoor Corporation (DECK)

lululemon athletica inc.

Under Armour, Inc.

(CRI) HNI Corporation (HNI) Sleep Number Corporation (SNBR)

Columbia Sportswear Company (COLM) La-Z-Boy Incorporated (LZB) Steelcase Inc.

Deckers Outdoor Corporation (DECK) Leggett & Platt, Incorporated (LEG) Under Armour, Inc.

Gildan Activewear Inc.

Herman Miller, Inc.

Williams-Sonoma, Inc.

(GIL) Herman Miller, Inc.

(MLHR) Williams-Sonoma, Inc.

Hanesbrands Inc.

Polaris Industries Inc.

Wolverine World Wide, Inc.

(HBI) Polaris Industries Inc.

(PII) Wolverine World Wide, Inc.

Table of Co ntents

12/31/2015 12/31/2016 12/31/2017 12/31/2018 12/31/2019 12/31/2020

Tempur Sealy International, Inc.

2018 Peer Group

$ 100.00 $ 96.91 $ 88.97 $ 58.76 $ 123.56 $ 153.28

S&P 500 100.00 111.96 136.40 130.42 171.49 203.04

Peer Group 100.00 100.26 115.98 104.32 135.67 146.84

SELECTED FINANCIAL DATA

The following table sets forth our selected historical consolidated financial and operating data for the periods indicated.

Our Consolidated Financial Statements as of December 31, 2019 and 2018 and for each of the three years in the period ended December 31, 2019 are included in Part II, ITEM 8 of this Report.

(in millions, except per common share amounts)

Statement of Income Data:

Cost of sales

Operating expense, net (1)

Operating income

Interest expense, net

Loss on extinguishment of debt

Other (income) expense, net

Income before income taxes from continuing operations

Income tax provision (2)

Income from continuing operations

Loss from discontinued operations, net of tax

Net income before non-controlling interests

net (loss) income attributable to non-controlling interests

Net income attributable to Tempur Sealy International, Inc.

Balance Sheet Data (at end of period):

Cash and cash equivalents

Total debt, net

Finance leases and other debt

Redeemable non-controlling interest

Total stockholders' equity (deficit)

Other Financial and Operating Data:

Dividends per common share

Depreciation and amortization (3)

Net cash provided by operating activities from continuing operations

Net cash used in investing activities from continuing operations

Net cash used in financing activities from continuing operations

Basic earnings per common share for continuing operations

Diluted earnings per common share for continuing operations

Capital expenditures

Operating expense, net includes $29.8 million and $21.2 million of customer-related charges in connection with certain customer bankruptcies in 2019 and 2018 , respectively, and $14.4 million associated with the termination of our relationship with Mattress Firm in 2017.

Income tax provision for 2015 includes approximately $60.7 million related to changes in estimate related to the uncertain tax position regarding the Danish Tax Matter, as defined in Note 15 , " Income Taxes ," in our Consolidated Financial Statements included in Part II, ITEM 8 of this Report.

The income tax provision for 2017 includes the provisional impact of the U.S.

Tax Reform Act.

Includes $26.8 million , $24.8 million , $13.3 million , $16.2 million, $22.5 million in non-cash, stock-based compensation expense related to restricted stock units, performance restricted stock units, deferred stock units and stock options in 2019 , 2018 , 2017 , 2016 , and 2015 , respectively.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity