8 unchanged sentences
Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
−Removed: Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our internal control over financial reporting as of December 31, 2021 based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
−Removed: Our evaluation of internal control over financial reporting did not include the internal controls of Dreams, which was acquired in 2021 and is included in the 2021 consolidated financial statements.
−Removed: Dreams constituted approximately 19% of total assets (inclusive of acquired goodwill and indefinite-lived intangible assets) as of December 31, 2021 and approximately 5% of net sales for the year then ended.
+Added: Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the framework in Internal Control - Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
Based on our assessment and those criteria, management believes that we maintained effective internal control over financial reporting as of December 31, 2022.
11 unchanged sentences
and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
−Removed: As indicated in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Dreams Topco Limited, which is included in the 2021 consolidated financial statements of the Company and constituted approximately 19% of total assets as of December 31, 2021 and approximately 5% of net sales for the year then ended.
−Removed: Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Dreams Topco Limited.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 17, 2023, expressed an unqualified opinion thereon.
26 unchanged sentences
EXECUTIVE COMPENSATION
−Removed: The information required by this Item is incorporated by reference from the Proxy Statement under the sections entitled "Executive Compensation and Related Information" and "Board of Directors' Meetings, Committees of the Board and Related Matters—Compensation Committee Interlocks and Insider Participation."
+Added: The information required by this Item is incorporated by reference from the Proxy Statement under the sections entitled "Executive Compensation and Related Information" and "Board of Directors' Meetings, Committees of the Board and Related Matters—Compensation Committee Interlocks and Insider Participation", except as to information required pursuant to Item 402(v) of SEC Regulation S-K relating to pay versus performance.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
28 unchanged sentences
Consolidated Balance Sheets as of December 31, 202 2 and 202 1
−Removed: Consolidated Statements of Stockholders' Equity for the years ended December 31, 2021, 2020 and 2019
+Added: Consolidated Statements of Stockholders' (Deficit) Equity for the years ended December 31, 202 2 , 202 1 and 20 20
Consolidated Statements of Cash Flows for the years ended December 31, 202 2 , 202 1 and 20 20
11 unchanged sentences
(filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K as filed on May 24, 2013).
−Removed: 3.3 S econd Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Tempur Sealy International, I nc.
−Removed: (filed as Exhibit 3.1 to the R egistrant's Current Report on Form 8-K as filed on May 10 , 2021) .
+Added: 3.3 Second Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Tempur Sealy International, Inc.
+Added: (filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K as filed on May 10, 2021) .
3.4 Seventh Amended and Restated By-laws of Tempur Sealy International, Inc.
1 unchanged sentence
4.1 Specimen certificate for shares of common stock (filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K as filed on March 1, 2018).
−Removed: 4.2 Indenture, dated as of September 24, 2015, among Tempur Sealy International, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K as filed on September 24, 2015).
−Removed: 4.3 Supplemental Indenture, dated as of October 21, 2019, by and among Tempur Sealy International, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, re 5.625% Senior Notes due 2023 (filed as Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q as filed on November 7, 2019).
−Removed: 4.4 Third Supplemental Indenture, dated as of October 14, 2020, by and among Tempur Sealy International, Inc., the guarantor party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee re 5.625% Senior Notes due 2023 (filed as Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q as filed on November 5, 2020.
−Removed: 4.5 Indenture, dated as of May 24, 2016, among Tempur Sealy International, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on May 24, 2016).
−Removed: 4.6 Supplemental Indenture, dated as of October 21, 2019, by and among Tempur Sealy International, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, re 5.500% Senior Notes due 2026 (filed as Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q as filed on November 7, 2019).
−Removed: 4.7 Third Supplemental Indenture, dated as of October 14, 2020, by and among Tempur Sealy International, Inc., the guarantor party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee re 5.500% Senior Notes due 2026 (filed as Exhibit 4.2 to the Registrant's Quarterly Report on Form 10-Q as filed on November 5, 2020.
−Removed: 4.8 I ndenture, dated as of March 25, 2021, among Tempur Sealy International, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as Exhibit 4 .1 to the Registrant’s Current Report on Form 8-K as filed on March 2 5 , 2021).
−Removed: 4.9 Form of 4.00% Senior Notes due 2029 ( included in Exhibit 4.
−Removed: 1 to the Registrant’s Current Report on Form 8-K as filed on March 25, 2021 ) .
+Added: 4.2 Indenture, dated as of March 25, 2021, among Tempur Sealy International, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K as filed on March 25, 2021).
+Added: 4.3 Form of 4.00% Senior Notes due 2029 (included in Exhibit 4.1 to the Registrant’s Current Report on Form 8-K as filed on March 25, 2021) .
4.4 Indenture, dated as of September 24, 2021 among Tempur Sealy International, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as Exhibit 10.1 (but numbered 4.1) to the Registrant’s Current Report on Form 8-K as filed on September 24, 2021).
−Removed: 4.11 Form of 3.875% Senior Notes due 2031 ( included in Exhibit 10.
−Removed: 1 (but numbered 4.
−Removed: 1 ) to the Registrant’s Current Report on Form 8-K as filed on September 24, 2021 ).
−Removed: 4.12 Description of R egistered S ecurities.
+Added: 4.5 Form of 3.875% Senior Notes due 2031 (included in Exhibit 10.1 (but numbered 4.2) to the Registrant’s Current Report on Form 8-K as filed on September 24, 2021).
+Added: 4.6 Description of Registered Securities (filed as Exhibit 4.12 to the Registrant's Annual Report on Form 10-K as filed on February 22, 2022).
10.1 Credit Agreement, dated as of April 6, 2016, by and among Tempur Sealy International, Inc., as parent borrower, the several banks and other financial institutions party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed on April 7, 2016) .
12 unchanged sentences
10.8 Amendment No.
−Removed: 4 dated as of May 26, 2021, by and among Tempur Sealy International, Inc., as parent borrower, Tempur-Pedic Management, LLC, as additional borrower, the subsidiary guarantors part y thereto, the several banks and other financial institutions party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K /A as filed on May 27, 2021) .
+Added: 4 dated as of May 26, 2021, by and among Tempur Sealy International, Inc., as parent borrower, Tempur-Pedic Management, LLC, as additional borrower, the subsidiary guarantors party thereto, the several banks and other financial institutions party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K/A as filed on May 27, 2021) .
10.9 Amendment No.
17 unchanged sentences
10.18 Omnibus Amendment No.
−Removed: 2, dated as of April 6, 2021, by and among Tempur Sealy International, Inc., Tempur Sealy Receivables, LLC, Tempur-Pedic North America, LLC, Sealy Mattress Manufacturing Company, LLC, Sumitomo Mitsui Banking Corporation, as lender, and Wells Fargo Bank, National Association, as administrative agent and as lender (filed as Exhibit 10.1 to the Registr ant's Current Report on Form 8-K as filed on April 8 , 2021) .
+Added: 2, dated as of April 6, 2021, by and among Tempur Sealy International, Inc., Tempur Sealy Receivables, LLC, Tempur-Pedic North America, LLC, Sealy Mattress Manufacturing Company, LLC, Sumitomo Mitsui Banking Corporation, as lender, and Wells Fargo Bank, National Association, as administrative agent and as lender (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed on April 8, 2021) .
10.19 Annex A to Omnibus Amendment No.
−Removed: 2 - Amended and Restated Receivables Sale Agreement, dated as of April 6, 2021, by and between Sealy Mattress Manufacturing Company, LLC, as seller, and Tempur-Pedic North America, LLC, as purchaser (filed as Exhibit 10.
−Removed: 2 to the Registrant's Current Report on Form 8-K as filed on April 8 , 2021).
+Added: 2 - Amended and Restated Receivables Sale Agreement, dated as of April 6, 2021, by and between Sealy Mattress Manufacturing Company, LLC, as seller, and Tempur-Pedic North America, LLC, as purchaser (filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K as filed on April 8, 2021).
10.20 Annex B to Omnibus Amendment No.
−Removed: 2 - Amended and Restated Receivables Sale and Contribution Agreement, dated as of April 6, 2021, by and between Tempur-Pedic North America, LLC, as seller and contributor, and Tempur Sealy Receivables, LLC, as purchaser and contributee (filed as Exhibit 10.
−Removed: 3 to the Registrant's Current Report on Form 8-K as filed on April 8 , 2021) .
+Added: 2 - Amended and Restated Receivables Sale and Contribution Agreement, dated as of April 6, 2021, by and between Tempur-Pedic North America, LLC, as seller and contributor, and Tempur Sealy Receivables, LLC, as purchaser and contributee (filed as Exhibit 10.3 to the Registrant's Current Report on Form 8-K as filed on April 8, 2021) .
10.21 Annex C to Omnibus Amendment No.
−Removed: 2 - Amended and Restated Credit and Security Agreement, dated as of April 6, 2021, among Tempur Sealy International, Inc., as master servicer, Tempur Sealy Receivables, LLC, as borrower, the Lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent (filed as Exhibit 10.
−Removed: 4 to the Registrant's Current Report on Form 8-K as filed on April 8 , 2021).
+Added: 2 - Amended and Restated Credit and Security Agreement, dated as of April 6, 2021, among Tempur Sealy International, Inc., as master servicer, Tempur Sealy Receivables, LLC, as borrower, the Lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent (filed as Exhibit 10.4 to the Registrant's Current Report on Form 8-K as filed on April 8, 2021).
10.22 Bond Purchase Agreement, dated October 26, 2005, by and among Tempur World LLC, Tempur Production USA, Inc.
5 unchanged sentences
(filed as Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K as filed on March 14, 2006).
−Removed: 10.26 Non-Disclosure and Standstill Agreement, dated as of June 26, 2017, by and among Tempur Sealy International, Inc., Usman Nabi, H Partners Management, LLC and the other parties named therein (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed on June 28, 2017) .
−Removed: 10.27 Letter Agreement dated March 23, 2018 from Tempur Sealy International, Inc.
−Removed: to H Partners Management, LLC and the other H Partners Group Members listed therein (filed as filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed on March 26, 2018).
−Removed: Share Purchase Agreement, dated May 26, 2021 among Dreams Topco Limited, Project Dream S.à r.l., the management sellers named therein, Tempur Sealy (UK) Limited and Tempur Sealy International, Inc.
−Removed: (filed as Exhibit 10.1 to the R e gistra nt's Current Report on Form 8-K /A as filed on May 27, 2021).
10.26 Amended and Restated Non-Employee Director Deferred Compensation Plan (filed as Exhibit 10.15 to the Registrant's Annual Report on Form 10-K as filed on February 13, 2015) .
9 unchanged sentences
Amended and Restated 2013 Long-Term Incentive Plan (filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K as filed on July 26, 2017) .
+Added: 10.33 Tempur Sealy International, Inc.
+Added: Amended and Restated 2013 Equity Incentive Plan as of May 5, 2022 (filed as Appendix B to the Registrant's Definitive Proxy Statement on Schedule 14A filed with the SEC on March 24, 2022).
10.34 Second Amended and Restated Annual Incentive Bonus Plan for Senior Executives (filed as Appendix B to the Registrant’s Definitive Proxy Statement (File No.001-31922) filed on March 16, 2015).
−Removed: 10.37 Employment Agreement dated September 12, 2003, between Tempur International Limited and David Montgomery (filed as Exhibit 10.13 to Amendment No.
−Removed: 1 to the Registrant’s registration statement on Form S-4 ((File No.
−Removed: 333-109054-02) as filed on October 31, 2003).
10.35 Employment and Non-Competition Agreement dated as of September 4, 2015, by and between Tempur Sealy International, Inc.
4 unchanged sentences
Thompson (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K as filed on March 27, 2020).
+Added: 10.38 Amended and Restated Employment and Non-Competition Agreement dated as of July 6, 2022 between Tempur Sealy International, Inc.
+Added: Thompson (as filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K as filed on July 7, 2022).
10.39 Employment and Non-Competition Agreement dated September 5, 2017, by and between Tempur Sealy International, Inc.
5 unchanged sentences
10.42 Employment and Non-Competition Agreement effective January 1, 2020, by and between Tempur Sealy International, Inc.
−Removed: and Thomas Murray (filed as Exhibit 10.33 to the Registrant's Annual Report on Form 10-K as filed on February 24,2020).
−Removed: 10.45 Employment and Non-Competition Agreement effective January 1, 2020, by and between Tempur Sealy International, Inc.
and Steven Rusing (filed as Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K as filed on February 24, 2020).
−Removed: 10.46 Employment and Non-Competition Agreement effective January 1, 2022, by and between Tempur Sealy International Limited and Hansbart Wijand.
10.43 Form of Stock Option Agreement under the 2013 Equity Incentive Plan (Director) (filed as Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q as filed on November 8, 2013).
5 unchanged sentences
10.48 Form of Amendment to Stock Option Agreement (filed as Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K as filed on March 1, 2018) (1)(2)
+Added: 10.49 Non-Qualified Premium-Priced Stock Option Agreement dated July 6, 2022 (as filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K as filed on July 7, 2022) .
10.50 Restricted Stock Unit Award Agreement dated as of September 4, 2015, between Tempur Sealy International, Inc.
Thompson (filed as Exhibit 10.3 to Registrant’s Current Report on Form 8-K as filed on September 8, 2015) .
−Removed: 10.54 Form of Restricted Stock Unit Award Agreement under the 2013 Equity Incentive Plan (filed as Exhibit 10.58 to Registrant's Annual Report on Form 10-K as filed on February 24, 2017).
10.51 Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan (filed as Exhibit 10.63 to the Registrant's Annual Report on Form 10-K as filed on March 1, 2018) (1)(2)
5 unchanged sentences
10.57 Form of 2021 Performance Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan (filed as Exhibit 10.63 to the Registrant's Annual Report on Form 10-K as filed on February 19, 2021) .
−Removed: 10.62 Form of 202 2 Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan .
−Removed: 10.63 Form of 202 2 Performance Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan .
+Added: 10.58 Form of 2022 Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan ( filed as Exh ibit 10.62 to the Registrant's Annual Report on Form 10-K as filed on February 22 , 2022) .
+Added: 10.59 Form of 2022 Performance Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan (filed as Exhibit 10.63 to the Regist rant's Annual Report on Form 10-K as filed on February 22, 2022) .
+Added: 10.60 F orm of 2023 Restricted Stock Unit Award Agreement under the Amended and Restated 2013 Equity Incentive Plan as amended May 5, 2022 .
+Added: 10.61 F orm of 2023 Performance Restricted Stock Unit Award Agreement under the A mended and Restated 201 3 Equity Incentive Plan as amended May 5, 2022 .
10.62 Subscription Agreement dated as of September 4, 2015, between Tempur Sealy International, Inc.
7 unchanged sentences
101 The following materials from Tempur Sealy International Inc.'s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL (eXtensible Business Reporting Language):
−Removed: (i) the Consolidated Statements of Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Stockholders' Equity, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text.
+Added: (i) the Consolidated Statements of Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Stockholders' (Deficit) Equity, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text.
104 The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL.
32 unchanged sentences
HEIL Director
−Removed: LUTHER Director
/S/ MEREDITH SIEGFRIED MADDEN Director
1 unchanged sentence
/S/ RICHARD W.
−Removed: /S/ ROBERT B.
−Removed: TRUSSELL, JR.
−Removed: Trussell, Jr.
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.