What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-07 compared with 2024-08-08 · 119 added, 89 removed, 473 unchanged (31% of the section changed)

4 unchanged sentences

($ in millions, except per common share amounts)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2024 2023 2024 2023

8 unchanged sentences

Interest expense, net 30.8 32.6 98.5 99.0

Other income, net ( 0.6 ) ( 0.2 ) ( 0.9 ) ( 0.1 )

Other expense (income), net 0.4 ( 0.1 ) ( 0.5 ) ( 0.2 )

Total other expense, net 31.2 32.5 98.0 98.8

2 unchanged sentences

Net income before non-controlling interest 129.8 113.9 313.1 293.0

Net income attributable to non-controlling interest 0.4 0.8 0.9 1.4

Net (loss) income attributable to non-controlling interest ( 0.2 ) 0.6 0.7 2.0

Net income attributable to Tempur Sealy International, Inc.

11 unchanged sentences

($ in millions)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2024 2023 2024 2023

Net income before non-controlling interest $ 129.8 $ 113.9 $ 313.1 $ 293.0

Other comprehensive (loss) income, net of tax:

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments 37.0 ( 31.5 ) 14.0 0.6

Pension benefits loss, net of tax — — ( 0.3 ) —

Other comprehensive (loss) income, net of tax ( 7.5 ) 17.2 ( 23.3 ) 32.1

Pension benefits loss — — ( 0.3 ) —

Other comprehensive income (loss), net of tax 37.0 ( 31.5 ) 13.7 0.6

Comprehensive income 166.8 82.4 326.8 293.6

Comprehensive income attributable to non-controlling interest 0.4 0.8 0.9 1.4

Comprehensive (loss) income attributable to non-controlling interest ( 0.2 ) 0.6 0.7 2.0

Comprehensive income attributable to Tempur Sealy International, Inc.

5 unchanged sentences

($ in millions)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

ASSETS (unaudited)

33 unchanged sentences

($ in millions)

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Tempur Sealy International, Inc.

2 unchanged sentences

Shares Issued At Par Shares Issued At Cost Additional Paid in Capital Retained Earnings

Balance as of March 31, 2024

Balance as of June 30, 2024

$ 8.9 283.8 $ 2.8 110.2 $ ( 3,331.0 ) $ 484.3 $ 3,415.7 $ ( 160.0 ) $ 411.8

1 unchanged sentence

Net income attributable to non-controlling interest ( 0.2 ) —

Dividend paid to non-controlling interest in subsidiary ( 0.3 ) —

Foreign currency adjustments, net of tax 37.0 37.0

6 unchanged sentences

Amortization of unearned stock-based compensation

Balance as of June 30, 2024

Balance as of September 30, 2024

$ 8.7 283.8 $ 2.8 110.2 $ ( 3,330.8 ) $ 492.7 $ 3,522.8 $ ( 123.0 ) $ 564.5

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Tempur Sealy International, Inc.

2 unchanged sentences

Shares Issued At Par Shares Issued At Cost Additional Paid in Capital Retained Earnings

Balance as of March 31, 2023

Balance as of June 30, 2023

$ 9.4 283.8 $ 2.8 111.6 $ ( 3,384.1 ) $ 536.7 $ 3,127.5 $ ( 144.8 ) 138.1

10 unchanged sentences

Amortization of unearned stock-based compensation

Balance as of June 30, 2023

Balance as of September 30, 2023

$ 9.6 283.8 $ 2.8 111.5 $ ( 3,380.9 ) $ 547.1 $ 3,221.4 $ ( 176.3 ) $ 214.1

4 unchanged sentences

($ in millions)

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Tempur Sealy International, Inc.

16 unchanged sentences

Amortization of unearned stock-based compensation

Balance as of June 30, 2024

Balance as of September 30, 2024

$ 8.7 283.8 $ 2.8 110.2 $ ( 3,330.8 ) $ 492.7 $ 3,522.8 $ ( 123.0 ) $ 564.5

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Tempur Sealy International, Inc.

18 unchanged sentences

Amortization of unearned stock-based compensation

Balance as of June 30, 2023

Balance as of September 30, 2023

$ 9.6 283.8 $ 2.8 111.5 $ ( 3,380.9 ) $ 547.1 $ 3,221.4 $ ( 176.3 ) $ 214.1

4 unchanged sentences

($ in millions)

Six Months Ended

Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

56 unchanged sentences

Inventories are stated at the lower of cost or net realizable value, determined by the first-in, first-out method , and consist of the following:

June 30, December 31,

September 30, December 31,

(in millions) 2024 2023

15 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)

The Company had the following activity for its accrued warranty expense from December 31, 2023 to June 30, 2024:

The Company had the following activity for its accrued warranty expense from December 31, 2023 to September 30, 2024:

(in millions)

2 unchanged sentences

Warranties charged to accrual ( 9.3 )

Balance as of June 30, 2024 $ 40.4

As of June 30, 2024 and December 31, 2023, $ 18.3 million and $ 18.9 million of accrued warranty expense is included as a component of accrued expenses and other current liabilities and $ 22.1 million and $ 21.9 million of accrued warranty expense is included in other non-current liabilities on the Company's accompanying Condensed Consolidated Balance Sheets, respectively.

Balance as of September 30, 2024 $ 36.6

As of September 30, 2024 and December 31, 2023, $ 17.5 million and $ 18.9 million of accrued warranty expense is included as a component of accrued expenses and other current liabilities and $ 19.1 million and $ 21.9 million of accrued warranty expense is included in other non-current liabilities on the Company's accompanying Condensed Consolidated Balance Sheets, respectively.

(d) Allowance for Credit Losses .

2 unchanged sentences

The Company estimates losses over the contractual life using assumptions to capture the risk of loss, even if remote, based principally on how long a receivable has been outstanding.

As of June 30, 2024, the Company's accounts receivable were substantially current.

As of September 30, 2024, the Company's accounts receivable were substantially current.

Account balances are charged off against the allowance for credit losses after all reasonable means of collection have been exhausted and the potential for recovery is considered remote.

1 unchanged sentence

The allowance for credit losses is included in accounts receivable, net in the accompanying Condensed Consolidated Balance Sheets.

The Company had the following activity for its allowance for credit losses from December 31, 2023 to June 30, 2024:

The Company had the following activity for its allowance for credit losses from December 31, 2023 to September 30, 2024:

(in millions)

2 unchanged sentences

Write-offs charged against the allowance ( 5.9 )

Balance as of June 30, 2024

Balance as of September 30, 2024

(e) Fair Value.

4 unchanged sentences

The fair values of these material financial instruments are as follows:

(in millions) June 30, 2024 December 31, 2023

(in millions) September 30, 2024 December 31, 2023

2029 Senior Notes $ 746.7 $ 724.2

7 unchanged sentences

On July 2, 2024, the FTC filed a complaint for a temporary restraining order and preliminary injunction in the United States District Court for the Southern District of Texas (the "Court") and an administrative complaint (together with the complaint filed with the Court, the "Actions") to challenge the proposed acquisition of Mattress Firm by the Company.

On October 4, 2024, the Company filed a complaint in the Court seeking an injunction against the FTC's administrative proceeding.

Refer to Note 8, "Commitments and Contingencies" for further details.

The Company believes that a successful litigation process can be completed in the coming months, which would allow the transaction to close in late 2024 or early 2025.

On September 23, 2024, the Company announced that it entered into a purchase agreement with MW SO Holdings Company, LLC (“Mattress Warehouse”), a leading independently owned bedding specialty retailer, for the sale of 73 Mattress Firm retail locations and the Company’s Sleep Outfitters subsidiary, which includes 103 specialty mattress retail locations and seven distribution centers.

Mattress Warehouse is a multi-branded retailer offering a full array of mattresses at various price points.

The Company will continue to supply its Tempur-Pedic®, Stearns & Foster® and Sealy® products to the divested Mattress Firm and Sleep Outfitters stores.

The divestiture is subject to the closing of the Company’s acquisition of Mattress Firm and other customary closing conditions.

It is expected to close approximately one quarter after the closing of the Mattress Firm transaction.

The Company continues to believe that a successful litigation process can be completed in the coming months, which would allow the transaction to close in late 2024 or early 2025.

Following the close of the transaction, Mattress Firm is expected to operate as a separate business unit within the Company.

(2) Net Sales

The following table presents the Company's disaggregated revenue by channel and geographical region, including a reconciliation of disaggregated revenue by segment, for the three months ended June 30, 2024 and 2023:

Three Months Ended June 30, 2024 Three Months Ended June 30, 2023

Three Months Ended September 30, 2024 Three Months Ended September 30, 2023

(in millions) North America International Consolidated North America International Consolidated

8 unchanged sentences

Substantially all revenue is associated with bedding product sales.

Six Months Ended June 30, 2024 Six Months Ended June 30, 2023

TEMPUR SEALY INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)

Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023

(in millions) North America International Consolidated North America International Consolidated

8 unchanged sentences

Substantially all revenue is associated with bedding product sales.

TEMPUR SEALY INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)

The following summarizes changes to the Company's goodwill, by segment:

2 unchanged sentences

Foreign currency translation and other ( 2.4 ) 16.4 14.0

Balance as of June 30, 2024 $ 607.1 $ 468.9 $ 1,076.0

Balance as of September 30, 2024 $ 607.3 $ 490.0 $ 1,097.3

Debt for the Company consists of the following:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

(in millions, except percentages) Amount Rate Amount Rate Maturity Date

4 unchanged sentences

2029 Senior Notes 800.0 4.000 % 800.0 4.000 % April 15, 2029

Securitized debt 182.8 (2) 157.6 (2) April 7, 2025

Securitized debt 28.8 (3) 157.6 (3) October 8, 2026

Finance lease obligations (4)

7 unchanged sentences

(1) Interest at SOFR index plus 10 basis points of credit spread adjustment, plus applicable margin of 1.250 %.

(2) Interest at SOFR index plus 10 basis points of credit spread adjustment, plus applicable margin of 1.625 % as of December 31, 2023.

(3) Interest at one month SOFR index plus 10 basis points of credit spread adjustment, plus 85 basis points.

(4) New finance lease obligations are a non-cash financing activity.

As of June 30, 2024, the Company was in compliance with all applicable debt covenants.

As of September 30, 2024, the Company was in compliance with all applicable debt covenants.

2023 Credit Agreement

2 unchanged sentences

The 2023 Credit Agreement has a $ 60.0 million sub-facility for the issuance of letters of credit.

On February 6, 2024, the Company and certain other parties thereto entered into an amendment to the 2023 Credit Agreement which provides for a $ 625.0 million delayed draw term loan and a $ 40.0 million increase in availability on the existing revolving loan.

On February 6, 2024, the Company and certain other parties thereto entered into an amendment to the 2023 Credit Agreement which provides for a $ 625.0 million delayed draw term A loan and a $ 40.0 million increase in availability on the existing revolving loan.

Once drawn, the instruments will have the same terms and conditions as the Company's existing term loans and revolving loans, respectively, under the 2023 Credit Agreement.

This amendment was executed in connection with the Company's financing strategy for the pending acquisition of Mattress Firm.

The Company had $ 76.5 million in outstanding borrowings under the revolving credit facility as of June 30, 2024.

Total availability under the revolving facility was $ 1,112.9 million, after a $ 0.6 million reduction for outstanding letters of credit, as of June 30, 2024.

On October 24, 2024, the Company and certain other parties thereto entered into an Amendment No.

2 ("Amendment No.

2") and an Amendment No.

3 ("Amendment No.

3" and together with Amendment No.

2, the "Amendments") to the Company's 2023 Credit Agreement dated as of October 10, 2023, as amended.

Amendment No.

2 extends the termination date for $ 605.0 million of the Company's existing delayed draw term A loan commitments until October 24, 2025.

Amendment No.

3 provides for an incremental term B loan in the aggregate principal amount of $ 1.6 billion (the "Term B Loan").

The proceeds of the Term B Loan were funded into escrow on the closing of Amendment No.

3 and will mature on October 24, 2031.

The proceeds of the Term B Loan will be used to pay fees and expenses in connection with Amendment No.

3 and may be released upon the closing of the previously disclosed Mattress Firm acquisition.

If the closing of the Mattress Firm acquisition does not occur prior to the first anniversary of the funding date, the Company will be required to repay the Term B Loan.

The Term B Loan will bear interest at either (i) a base rate plus an applicable margin of 1.50 %, (ii) a "Term Benchmark" rate (a Term SOFR rate as defined in the 2023 Credit Agreement) plus an applicable margin of 2.50 % or (iii) an "RFR Loan" rate (a Daily Simple SOFR rate as defined in the 2023 Credit Agreement) plus an applicable margin of 2.50 %.

The Term B Loan will have similar terms and conditions as the Company's existing term loans under the 2023 Credit Agreement, except that the Term B Loan will not have financial maintenance covenants but will benefit from (i) mandatory prepayments with respect to certain cash that constitutes excess cash flow under the 2023 Credit Agreement and (ii) additional protections, including a prepayment premium in connection with certain repricing transactions that occur on or prior to the six-month anniversary of the funding date.

Certain of the Company's present and future domestic subsidiaries guarantee the obligations under the Term B Loan.

The obligations under the Term B Loan are secured by a pledge of (i) solely for the benefit of the Term B Lenders, the escrow account, the proceeds of the Term B Loan funded into the escrow account and all interest or other income thereof and (ii) substantially all of the assets of the Company, the Additional Borrower and the subsidiary guarantors, subject to certain exceptions and exclusions.

The Company had no outstanding borrowings under the revolving credit facility as of September 30, 2024.

Total availability under the revolving facility was $ 1,189.2 million, after a $ 0.8 million reduction for outstanding letters of credit, as of September 30, 2024.

Securitized Debt

The Company and certain of its subsidiaries are party to a securitization transaction with respect to certain accounts receivable due to the Company and certain of its subsidiaries (as amended, the "Accounts Receivable Securitization").

As of June 30, 2024, the Company had completely drawn on the outstanding availability of the Accounts Receivable Securitization with borrowings of $ 182.8 million.

As of September 30, 2024, total availability under the Accounts Receivable Securitization was $ 144.2 million.

On October 8, 2024, the Company and certain of its subsidiaries entered into a new amendment to the Accounts Receivable Securitization.

The amendment, among other things, extended the maturity date of the Accounts Receivable Securitization to October 8, 2026.

While subject to a $ 200.0 million overall limit, the availability of revolving loans varies over the course of the year based on the seasonality of the Company's accounts receivable.

Borrowings under this facility are classified as long-term debt within the Condensed Consolidated Balance Sheets at June 30, 2024, based on the Company's ability and intent to refinance on a long-term basis.

TEMPUR SEALY INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)

(5) Stockholders' Equity

(a) Treasury Stock.

As of June 30, 2024, the Company had approximately $ 774.5 million remaining under its share repurchase authorization.

The Company did not repurchase shares under the program during the three and six months ended June 30, 2024.

The Company did not repurchase shares under the program during the three months ended June 30, 2023.

The Company repurchased 0.1 million shares under the program for approximately $ 5.0 million during the six months ended June 30, 2023.

In addition, the Company acquired shares upon the vesting of certain restricted stock units ("RSUs") and performance restricted stock units ("PRSUs"), which were withheld to satisfy tax withholding obligations during each of the three and six months ended June 30, 2024 and 2023, respectively.

The shares withheld were valued at the closing price of the stock on the New York Stock Exchange on the vesting date or first business day prior to vesting, resulting in an immaterial amount of treasury stock acquired during the three months ended June 30, 2024 and $ 0.2 million of treasury stock acquired during the three months ended June 30, 2023.

The Company acquired approximately $ 43.8 million and $ 30.9 million in treasury stock during the six months ended June 30, 2024 and 2023, respectively.

As of September 30, 2024, the Company had approximately $ 774.5 million remaining under its share repurchase authorization.

The Company did not repurchase shares under the program during the three and nine months ended September 30, 2024.

The Company did not repurchase shares under the program during the three months ended September 30, 2023.

The Company repurchased 0.1 million shares under the program for approximately $ 5.0 million during the nine months ended September 30, 2023.

In addition, the Company acquired shares upon the vesting of certain restricted stock units ("RSUs") and performance restricted stock units ("PRSUs"), which were withheld to satisfy tax withholding obligations during each of the three and nine months ended September 30, 2024 and 2023, respectively.

The shares withheld were valued at the closing price of the stock on the New York Stock Exchange on the vesting date or first business day prior to vesting, resulting in an immaterial amount of treasury stock acquired during the three months ended September 30, 2024 and $ 0.1 million of treasury stock acquired during the three months ended September 30, 2023.

The Company acquired approximately $ 43.8 million and $ 31.0 million in treasury stock during the nine months ended September 30, 2024 and 2023, respectively.

(b) Accumulated Other Comprehensive Loss ("AOCL").

AOCL consisted of the following:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2024 2023 2024 2023

1 unchanged sentence

Balance at beginning of period $ ( 158.5 ) $ ( 143.2 ) $ ( 135.5 ) $ ( 175.3 )

Other comprehensive loss:

Other comprehensive income (loss):

Foreign currency translation adjustments (1)

8 unchanged sentences

(2) In 2024, there were no tax impacts related to pension adjustments.

TEMPUR SEALY INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)

(6) Other Items

1 unchanged sentence

Accrued expenses and other current liabilities consisted of the following:

(in millions) June 30, 2024 December 31, 2023

(in millions) September 30, 2024 December 31, 2023

Wages and benefits $ 92.7 $ 102.1

4 unchanged sentences

$ 466.8 $ 427.1

TEMPUR SEALY INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)

(7) Stock-Based Compensation

The Company's stock-based compensation expense for the three and six months ended June 30, 2024 and 2023 included PRSUs, RSUs and non-qualified stock options.

The Company's stock-based compensation expense for the three and nine months ended September 30, 2024 and 2023 included PRSUs, RSUs and non-qualified stock options.

A summary of the Company's stock-based compensation expense is presented in the following table:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2024 2023 2024 2023

6 unchanged sentences

During the first quarter of 2024, the Company granted PRSUs as a component of the long-term incentive plan ("2024 PRSUs").

The Company has recorded stock-based compensation expense related to the 2024 PRSUs during the three and six months ended June 30, 2024, as it was probable that the Company would achieve the specified performance targets for the performance period.

The Company has recorded stock-based compensation expense related to the 2024 PRSUs during the three and nine months ended September 30, 2024, as it was probable that the Company would achieve the specified performance targets for the performance period.

(8) Commitments and Contingencies

8 unchanged sentences

On July 16, 2024 the Court entered a temporary restraining order enjoining the completion of the merger until the Court rules on the FTC's motion for a preliminary injunction.

In each of the Company's and Mattress Firm's respective answers to the Actions, the Company and Mattress Firm each denied the FTC's substantive allegations; asserted numerous defenses; described the pro-competitive aspects and

TEMPUR SEALY INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)

significant consumer benefits relating to the merger;

and denied that the combination of their respective businesses would violate any law.

The Company intends to defend the lawsuit vigorously.

On October 4, 2024, the Company filed a complaint in the Court seeking an injunction against the FTC's administrative proceeding.

(9) Income Taxes

The Company's effective tax rates for the three months ended June 30, 2024 and 2023 were 24.2 % and 25.7 %, respectively.

The Company's effective tax rates for the six months ended June 30, 2024 and 2023 were 23.0 % and 24.1 %, respectively.

The Company's effective tax rates for the three and six months ended June 30, 2024 and 2023 differed from the U.S.

The Company's effective tax rates for the three months ended September 30, 2024 and 2023 were 23.9 % and 24.4 %, respectively.

The Company's effective tax rates for the nine months ended September 30, 2024 and 2023 were 23.4 % and 24.3 %, respectively.

The Company's effective tax rates for the three and nine months ended September 30, 2024 and 2023 differed from the U.S.

federal statutory rate of 21.0% principally due to subpart F income (i.e., global intangible low-taxed income, or "GILTI," earned by the Company's foreign subsidiaries), foreign income tax rate differentials, state and local taxes, changes in the Company's uncertain tax positions, the excess tax benefit related to stock-based compensation and certain other permanent items.

TEMPUR SEALY INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)

The OECD (Organization for Economic Co-operation and Development) has proposed a global minimum effective tax of 15.0% on income arising in each jurisdiction ("Pillar 2") that has been agreed upon in principle by over 140 countries.

5 unchanged sentences

The following table sets forth the components of the numerator and denominator for the computation of basic and diluted earnings per share for net income attributable to Tempur Sealy International:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions, except per common share amounts) 2024 2023 2024 2023

7 unchanged sentences

The Company excludes shares issuable upon exercise of outstanding stock options from the diluted earnings per common share computation because their exercise price was greater than the average market price of Tempur Sealy International's common stock or they were otherwise anti-dilutive.

As a result, the Company excluded an immaterial amount of shares for the three and six months ended June 30, 2024 and excluded 0.6 million shares for the three and six months ended June 30, 2023.

As a result, the Company did not exclude any shares for the three months ended September 30, 2024 and September 30, 2023.

The Company excluded an immaterial amount of shares for the nine months ended September 30, 2024, and 0.2 million shares for the nine months ended September 30, 2023.

Holders of non-vested stock-based compensation awards do not have voting rights but do participate in dividend equivalents distributed upon the award vesting.

TEMPUR SEALY INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)

(11) Business Segment Information

7 unchanged sentences

The remaining inter-segment eliminations are comprised of intercompany accounts receivable and payable.

TEMPUR SEALY INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)

The following table summarizes total assets by segment:

(in millions) June 30, 2024 December 31, 2023

(in millions) September 30, 2024 December 31, 2023

North America $ 5,619.6 $ 5,291.0

4 unchanged sentences

The following table summarizes property, plant and equipment, net, by segment:

(in millions) June 30, 2024 December 31, 2023

(in millions) September 30, 2024 December 31, 2023

North America $ 712.3 $ 753.8

3 unchanged sentences

The following table summarizes operating lease right-of-use assets by segment:

(in millions) June 30, 2024 December 31, 2023

(in millions) September 30, 2024 December 31, 2023

North America $ 422.1 $ 453.5

2 unchanged sentences

Total operating lease right-of-use assets $ 617.6 $ 636.5

The following table summarizes segment information for the three months ended June 30, 2024:

The following table summarizes segment information for the three months ended September 30, 2024:

(in millions) North America International Corporate Eliminations Consolidated

12 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (unaudited) (continued)

The following table summarizes segment information for the three months ended June 30, 2023:

The following table summarizes segment information for the three months ended September 30, 2023:

(in millions) North America International Corporate Eliminations Consolidated

9 unchanged sentences

(1) Depreciation and amortization includes stock-based compensation amortization expense.

The following table summarizes segment information for the six months ended June 30, 2024:

The following table summarizes segment information for the nine months ended September 30, 2024:

(in millions) North America International Corporate Eliminations Consolidated

9 unchanged sentences

(1) Depreciation and amortization includes stock-based compensation amortization expense.

The following table summarizes segment information for the six months ended June 30, 2023:

The following table summarizes segment information for the nine months ended September 30, 2023:

(in millions) North America International Corporate Eliminations Consolidated

14 unchanged sentences

(in millions)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

United States

4 unchanged sentences

The following table summarizes operating lease right-of-use assets by geographic region:

(in millions) June 30, 2024 December 31, 2023

(in millions) September 30, 2024 December 31, 2023

United States $ 415.0 $ 444.2

3 unchanged sentences

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-Q

Item 1. Financial Statements