Good day, ladies and gentlemen, and welcome to the Tempur Sealy Second Quarter 2016 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]. I would now like to turn the conference over to our host for today, Barry Hytinen, Chief Financial Officer. You may begin.

Thanks, Sonja. Good morning, everyone, and thank you for participating in today’s call. Joining me in our Lexington headquarters is Scott Thompson, Chairman, President and CEO. After prepared remarks, we will 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, earnings, adjusted EBITDA or net income and anticipated performance for 2016 and subsequent periods, 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 10-Q under the headings Special Note Regarding Forward-looking Statements and/or Risk Factors, as well as the company’s press releases. Any forward-looking statement speaks only as of the date on which it is made and the company undertakes no obligation to update any forward-looking statements. This morning’s commentary will include non-GAAP financial measures. The press release contains reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures as well as information regarding the methodology used for constant currency presentations. We have posted the press release on the company’s website at tempursealy.com and have also filed it with the SEC. Our comments will supplement the detailed information provided in the press release. And now with that introduction, it’s my pleasure to turn the call over to Scott.

Thank you, Barry. In the second quarter net sales increased 5.2%, adjusted EBITDA increased 38% and adjusted EPS increased 74%. This is Tempur Sealy’s best second quarter in the company’s history for sales, adjusted EBITDA and adjusted EPS. Additionally, our use of capital continued to improve. Our return on invested capital over the last 12 months on a GAAP basis improved to 16.4% and on an adjusted basis 18.3%. Our focused execution has driven this improvement through a combination of increased revenues and cost reductions while holding invested capital essentially flat. I think its noteworthy the team achieved this in a worldwide economy that I would describe is just okay. I’m personally very pleased with the strong performance by the entire worldwide team as they focused on what matters and passionately attacked a broad array of issues and opportunities. The quality of earnings is very high, with strong conversion to cash and no unusual adjustments. Despite this initial progress I can comfortably say we all feel we can do more and we are engaged in the areas that are underperforming. The organization continues to focus on our key initiatives. Let me highlight just a few of our initiatives. First our ability to develop the best bedding product in all the markets we serve. In the first quarter, we launched the new TEMPUR-Breeze in the Stearns & Foster product lines in North America. The new Stearns & Foster line including 19 models with an average retail prices up significantly over the old one. Both the new TEMPUR-Breeze and Stearns & Foster product lines are driving traffic into our retailer store by targeting specific needs that are resonating with consumers. For those who sleep hot, we are offering new and improved cooling technology with the TEMPUR-Breeze. For those seeking high quality innerspring…

Thanks, Scott. Net sales for the second quarter were $804 million, up 5.2% versus the second quarter last year and on a constant currency basis, they were up 6.6%. Adjusted gross margin improved 250 basis points to 41.9% and adjusted operating margin improved 340 basis points to 12.6%. On a segment basis, North America net sales increased 6% and were up 6.4% in constant currency. Both the Tempur and Sealy U.S. businesses grew mid-single-digits. Sales in Canada’s were strong, increasing 15% on a constant currency basis and high single-digits at reported rates. North America bedding products sales increased 5.2% and 6% at constant currency. Bedding units were up 2% in total. However, excluding floor models, they were up 3% as our launches last year had more floor model units. Sales growth was driven by higher demand for our Tempur products, particularly our new Breeze mattresses. Our Sealy Posturepedic and new Stearns & Foster products were also key drivers of growth. National accounts were below fleet performance. While that was a headwind to our revenue, it was a tailwind to our gross margin. Year-over-year average selling price was positively impacted by pricing actions taken earlier this year and positive merchandising mix for both Tempur-Pedic and our Sealy brand products. Our North American other channel grew 70% in the quarter. This channel is predominantly made up of our hospitality and high-margin Tempur direct-to-consumer business. As I look at our results, a personal highlight for me is that our internet sales increased over 40% as compared to the second quarter last year. Other product sales were up 25%, primarily driven by our joint venture, and offset by lower sales of Tempur-Pedic pillows. The decline in pillows sales is an area that the team is looking at very closely and may have some upside…

Thank you, Barry. Great job. The quarterly financial numbers were solid delivering several financial records for the second quarter. I also want to highlight the improvements in several non-financial internal metrics. Operational, the Sealy U.S. assembly group had the lower fast turnovers in the last two years. It was a record quarter for plant safety, something I feel very strongly about, and we set a record for on-time deliveries to our retail, something we're all very proud of. From a corporate standpoint, the corporate turnover has been cut in half. Another important observation is that although we certainly have proud of the progress that we're reporting today, there are still areas in the Company that are clearly underperforming. Three that come to mind included national accounts, Germany and pillows. The team has already developed plans to re-energize these areas. Lastly, I get asked about our 2017 aspirational plan in almost every investor meeting, I am not to give 2017 guidance in 2016, no matter how many times you ask me. But I can say team is working hard on what we can control or influence, and what is out of our control currently looks very manageable. I can also say that I feel better today about our ability to achieve the aspirational target, and I have at any time since joining the Company. With that, operator, please open up the call questions.

Thank you. [Operator Instructions] And our first question comes from John Baugh from Stifel. Your line is now open.

Thank you. Good morning. Congratulations on a nice quarter. A couple of things quickly. Could you roughly break out what the like-for-like product pricing influenced Q2 revenues, update us on what ad spend was in Q2 and the plan for 2016. And then per the $650 million, any update on accruing any of that, when, and why would you begin doing that? Thank you.

You take the first part and I'll take the accruing.

Sure, pricing, John, was very strong. We had about call it $10 million of benefit at EBITDA and the way I would think about that is, that was an additional -- sequentially that was more benefit than we had in the first quarter. As you know, we took some pricing on Tempur and Sealy in the first quarter. And on the Tempur side, that started rolling in January and a little bit that we took on Sealy started in March. So we had the full benefit of that in the second quarter and will have that benefit likely through the balance of the year and into ’17 at least just for those price increases see what we do go forward. And as it relates to advertising, it was essentially -- I think you're asking about the direct advertising. The way to think about the direct advertising is essentially flat on the dollar basis year-over-year.

And on the accrual of the aspirational plan, now, I’m going to give the layman version and so I might not be perfect on this, but it’s the way I understand it, and I did have a face-to-face with the auditors to make sure I understood the accounting, is the threshold for accrual is that it has to be probable. And probable in their terminology, as I work through that, sounds like it has to be like a 75% kind of probable. So, what I would tell you is that the bar is pretty high before there would be any accrual. And I can’t tell you exactly when that would be, but it would be -- it seems to me like it's probably be a 2017 kind of item when the threshold is probably. That’s my best guess but it’s a judgment call at the time.

Thanks. I will defer to others. Good luck.

Thank you. And our next question comes from Jessica Mace from Nomura Securities. Your line is now open.

My question is about North American market share. I was wondering if you could give any color about how you think your North America sales increase compared to the general market.

Sure. As you probably know, the information is not precise. So I’m going to give you my general feel. I think, from what we can tell, if you go back to the first quarter, we’ve been able to look at all the data for people who report after us and the information we get after our earnings call. I think we feel very confident that we took market share in North America in the first quarter. And then, we don’t have a lot of data yet on the second quarter. But my perception, from talking to retailers, that the numbers we reported today that we probably clearly took market share in the second quarter. I would tell you that, look, we always like market share and you always like revenues, but the way we look at it is the strength of the products and the advertising will drive market share as oppose to from pricing standpoint going after share.

Great. Thanks very much.

Thank you. And our next question comes from Mark Rupe from Longbow Research. Your line is now open.

Hey, guys, great quarter. Scott, you had called out three items of areas of weakness in the core national accounts in Germany and pillows. But Germany, I know, has been under pressure for a few years, and national accounts at least for the second quarter in a row. Is there any new developments there that caused you to be concerned?

No, I wouldn’t say there is any new developments that caused me to be concerned. I think what I was pointing out is sometimes you report a quarter and you look at it and you say, gee’s we hit on all eight cylinders, and we’re peak earnings or something. I think what I wanted to make sure I pointed out clearly on the call, is there are some pretty major buckets that are within the company that are still underperforming. Now we’ve got action plans around those items and we are optimistic that in 2017 we’ll begin to have good news. But there’s nothing new that I would say in those particular buckets. You’re right, they been underperforming for a few quarters.

Thank you. [Operator Instructions]. And our next question comes from Curtis Nagle from Bank of America Merrill Lynch. Your line is now open.

Great. Thanks very much for taking the call. Just if you guys could, I’d be very curious to hear your thoughts in terms of where you guys see the best opportunities in terms of expanding your retail footprint and where that stands now after three quarters under the new management team.

I think you’re talking about our direct stores kind of retail footprint. Clearly, overseas, where some of the retail infrastructure is not as well developed in the U.S. We're expanding stores in for period couple of hundreds give or take, give or take couple of hundreds stores internationally. And I expect it will grow those shorter double digits but will continue a very consistent program of growth internationally. I should point out but those stores are comping close to double digit or double digit growth.

Double digit.

So internationally, the stores we open comping double digit as you might guess the return there is very good when you go direct and comp double digit. But we're in those markets because the retail infrastructure is either not developed or there are barriers to entry for us from a product standpoint. If you're coming back over to North America, we've got three to four stores, will open up a few stores and when I mean a few I am talking about two or three stores maybe a year is kind of the plan. And that's really just to keep us close to the customer. They are kind of advertising assets. We do make good money in the stores and they are comping very well but quite frankly our retail partners are doing a great job, and we just did a few stores, so we are close to the customers. We’re also as I think we've talked about numerous times, is that we're doing a little more -- we've investing a little bit more in the Tempur webpage and we're doing some direct sales. I think Barry mentioned web sales were up 42%. And a lot of and quite most of that is really growth in Tempur as opposed to the Cocoon which we're still learning. And as we’ve mentioned before, we continue to see that is kind of more a niche market hopefully that helps.

It does. Thanks very much. And then just a quick housekeeping question. It looks like inventory was up a little bit so I'm assuming that is built into the next quarters. But maybe just a little more detail in terms of where you're seeing some build across products in the two segments.

What I would tell you Curt is from a cash cycle basis year-over-year it's actually improving in days, so if you're looking it at on a dollar basis, it's up, but on a cash cycle basis it's actually improving. If you're looking at it from year end, then normally seasonally we're up because with launches and with the seasonal occasions for sales.

And I'll tell you in this industry I think there is minimal risk in inventory.

Thank you. [Operator Instructions] And our next question comes from Keith Hughes from SunTrust. Your line is now open.

Thank you. We're working off rough numbers here but it looks like the Tempur-Pedic business put out one of the best gross margins we've seen, well in excess of 50%, four or five years. You've highlighted generally some things that have helped margins out in the quarter. But specific to that, what were the biggest drivers for such a good result?

Let me kind of frame some of that point, first of all I would say the Tempur margins are near record. I would also point out though that the Sealy margins are 400 basis point to our historical numbers, so to put things in historical perspective the Tempur plants are running close to record and Sealy is still running 400 basis points a lot behind what would be there historical peak margin so from an opportunity standpoint. On the Tempur side, some of that's volume and obviously we're happy about the volume. And people and plant have been doing a very good job. I also tell you and Barry you can correct me because I don't think we talk about this specifically, but from everything I’ve seen in the Tempur area, that I don’t think we are at peak margins in the Tempur plant. Although right now we’re having record ones, we do think there is some more upside in the Tempur margins.

Thank you.

Keith, I would just add that we’ve seen benefit obviously from pricing. We’ve seen the operational improvements that Scott mentioned. And we’re seen continued improvement from product mix and brand mix within Tempur. The Breeze has been improvement. So, there’s a lot of opportunity within Tempur. But, to Scott’s points, there’s a lot of opportunity within our Sealy business just from operational improvements, but also within mix. We talked a lot about the fact that our Stearns & Foster collection, last year we needed to turn that business around and we’re seeing just really great performance from Stearns & Foster those accounts that have taken it on the floor, it’s comping really, really well and that helps both their margins and ours.

And probably to put that in perspective, what are we, about 75% rolled out in Stearns & Foster just speak to?

That was the largest portion of the back half incremental launches that we expect. So, there’s more to go there.

And just a clarification on your earlier answer. You talked about your internet sales being up 40%. The majority of that increase is Tempur-Pedic sales, is that correct?

That’s correct, Keith, yes.

Those a very high-margin sales, I would assume, right?

They are.

That’s right.

Thank you. And our next question comes from Seth Basham from Wedbush. Your line is now open.

Thanks a lot and good morning. Can you give us a little more insight on to Sealy North American revenue growth breakdown between prices versus units? And as a follow-up to that, if you talk about some of the areas of weakness and what you are doing to address those.

Both Tempur and Sealy had positive units. Tempur was actually a little bit stronger on unit performance. But, as you know, Seth, Sealy units are a much larger percent, so even with them just slightly below in total, I feel was good unit performance, especially as compared to the market. And pricing was firmer, so there was benefit on positive price. As we said on the prepared remarks, both Tempur and Sealy were up mid-single-digits in aggregate. And it was positive for price and mix for Sealy, since you’re asking that, and positive price and mix for Tempur. Scott.

Yes. And I think you asked to expand on the areas that were underperforming and some actions around them. The three I called out were national accounts, Germany and pillows. If you look at national accounts, we’re working with each of the national accounts, the sales teams, working with them individually. And I think that’s going to be fruitful. If you’re talking about Germany, that was a complete redo of our distribution strategy in Germany. It’s taken us about six months to roll that out and we’re going to see the results of that, really, we’re not going to see the real results of that until you get to the fourth quarter of this year and starting the first quarter of next year. But that plan is well along from an execution standpoint. From a pillows standpoint there is a lot of R&D activity on our product and we are relooking at our pricing strategy and our marketing strategy throughout the pillow industry. And working very closely with some large retailers to make sure that we’re going to service them in a way that they need to be serviced.

Got you, that’s helpful. But I was referring to Sealy, and just the Sealy lines area of weakness was Optimum soft in the quarter?

You want to go into the detail of Sealy, Stearns and Foster as we said robust; Posturepedic, very strong Optimum, we continue to see some weakness in that product, that product has got some age on it as I think you know it's been in the market place for quite a while. And until we the new Optimum out, we would expect to see some deterioration in the Optimum sales although they're not material to the overall Sealy revenues.

Thank you. [Operator Instructions] And our next question comes from Peter Keith from Piper Jaffray. Your line is now open.

I was wondering if you guys could just give us directionally the trend through the quarter, particularly because it sounded like April started so strong. It seems like there's been some mixed signals out of the retail environment, maybe some peakish sales around the holiday. So, the general trend. And then, as a follow-up, could you help us understand how Tempur-Flex is now performing in its second year since you've lapped that rollout?

In general, I am not crazy about given monthly sales numbers, but I do need to reconcile because we're getting some of them in second quarter. In second quarter as I remember kind of do my number, we were kind of flat in the first quarter from a revenue standpoint. So we did call out the second quarter started strong. I thought that was important because it was such a big trend change from what were you reporting. So you're correct, the first part of the quarter started out strong, and I then what I'd say is it leveled off some. I think as we talked about in the first quarter when there were some concerns about sales being flat, we thought there was inventory build or some sellout of inventory in the first quarter, and we probably benefited a little bit on inventory build in April. But I'd say after an initial very robust start in April, it leveled out on a positive standpoint.

Thank you. And our next question comes from Budd Bugatch from Raymond James. Your line is now open.

This is Bobby filling in for Budd. Congrats on a good quarter and thanks for taking my questions. Quickly, on the Sealy plants, are you seeing the improvement broad-based across all the plants -- as in, is the top-performing plants improving as well as the bottom-performing plants?

Yes, but having said that like always when you have a large number of units, you try to bring the bottom up more. But I would say, yes, the plants that are have been performing well continue to be better but where the real opportunity is in what I'll call the bottom quartile.

Okay, I appreciate that detail. And then real quickly, Barry, can you maybe just update us on your view on raw materials for the back half of the year?

It is fairly consistent with what we thought for the full year at beginning of the year. We thought that the full year we see roughly I think we said about a $20 million tailwind for commodities for full year and through the first half, we're kind of right on that track with that expectations. And incidentally, we also said that we thought we see about a headwind of 10 million from FX and we're probably a little bit at run -- we're on a little bit more than that. In the first quarter, we saw on FX about $2 million headwinds and for EBITDA on FX and we saw about $4 million headwind little bit more than that to EBITDA from FX in the second quarter. And in light where rates are probably little bit beyond that, so that's all embedded in the updated guidance.

Thank you. And our next question comes from Bradley Thomas from KeyBanc Capital Markets. Your line is now open.

Thanks. Good morning, Scott and Barry. And let me add my congratulations, as well, on a great quarter here. I wanted to ask about the outlook for North America revenue in the second half of the year. And if you could just give us a little bit more color on your underlying assumptions for the outlook. And then just a quick follow-up on that strong internet performance, maybe anything that you think may be driving that or new steps or initiatives that you have in place to take advantage of opportunities in that channel. Thank you.

Sure. Let me take a stab at it and then Barry will fix it after I talk. When we talk about detailed revenue forecast for the back half of the year, probably not going to go too granular on that. I would tell you that North America feels pretty good. It doesn’t feel great. As I’ve talked about it over the last really six months it’s really the same story. It feels good, then it feels weak, then it feels good, then it feels weak. I think that’s just the reflection of a sputtering economy that may have a GDP of 1.5% to 2%, so as we continue to expect. We do feel, we may be a little conservative. We are nervous, I guess is the word, about what we think is going to be a noisy election cycle in North America and with the Olympics. And it’s been, at least my experience, that kind of noise can crowd out your message. So that’s a call out. That’s really the only thing we’re seeing in North America that I would say we are concerned about. You asked specifically about the internet sales. I always hesitate to give growth percentages because it is a smaller based. And we’re not a dot-com company trying to raise capital so I don’t like to quote off of numbers, they really aren’t going to be material to the overall consolidated numbers. But I did want to point out that it’s growing specifically initiatives that we’ve taken, both investments and technology and changes in our marketing program in that area. And the team is doing a very good job.

Thank you. And our next question comes from Carla Casella from JP Morgan. Your line is now open.

Hello, this is Mae on for Carla. A quick question about the Fourth of July. Typically it’s an important promotional season for bedding. So, can you give us some insight into how you were positioned for this holiday versus last year, and if any of that benefited Q2?

Sure. Hi, Mae. Thanks for the question. I would say that from a promotional standpoint we were fairly consistent, even a little bit less promotional. The industry has been, I’d say fairly stable to less promotional over the last several years, and has generally been a little less promotional. Not that there aren’t promotions. Obviously, there are always consumer promotions to drive traffic, but I think as an industry it has been a little bit less so.

And I think I’d just kind of add on a little bit from that point that Barry is making, from a strategy standpoint we will be promotional at times and will certainly compete in the marketplace. But I don’t see any reason to be overly promotional because, again, there’s not, it’s not a share grab strategy here. It really is a disciplined strategy to get our proper share that our products should get in the marketplace based on the quality and the advertising, and drive cash flow.

Thank you. [Operator Instructions]. And our next question comes from Williaim Reuter from Bank of America Merrill Lynch. Your line is now open.

Good morning, guys. I just have a question in terms of whether you guys see any acquisition targets. Obviously you have your Cocoon product but I didn't know whether there could be any Bed-in-a-Box competitors that would ever be someone who you would consider buying. That's it, thanks.

You never say never so I probably start with that. Two, we're supported to comment on any future acquisition activity or the lawyers send me a nastygram afterwards. But, having said those two things I'll start talk about it. Look we got return on invested capital of 18%, I don't know what we would be buying if we were buying an Internet company that has webpage. So I would say that I think we've got plenty of assets, we've got plenty of brand quality. And I don't think we need any help in that area.

Thank you. And our next question comes from Karru Martinson from Jefferies. Your line is now open.

Good morning. You guys have gotten some great traction with Stearns & Foster in the higher price points. When you look at those entry levels and midpoints outside of Optimum, where are you seeing that market going? Are you seeing the same robustness there? And how does that factor into the guidance you've given for the year?

You're right, look we moved the Stearns & Foster product line up and quite frankly we've got some of it that's pumping in some of the Tempur market and it needs to be fair balanced, there is probably a little bit of cannibalization that we're also cannibalizing ourselves with the Stearns product with some Tempur product. So, we've got a little cannibalization there. If you go down the price grid for a lack of a better way of saying it, looking I think we're doing okay, but I think we've got some there that we need to work through and I think that's really more of 17 kind of discussion. In the current market, Posturpedic is performing very well, but I do think there are some more opportunity there that we're not capturing, but that’s going to be a 17 issue.

Thank you. And our next question comes from Laura Champine from Roe Equity Research. Your line is now open.

Good morning. I wanted to chat a little bit about the Sealy margins, which are obviously improving. You mentioned, Scott that they are down 400 basis points from the historical peak. Can you give us more insight into what exactly drove that decline and what's driving the improvement? I know you mentioned that turnover is down and safety is up, but what is driving the improvement? And what happened to reduce profitability so much in that Sealy segment?

It's kind staying pretty high level and whenever it's going to be product mix both as a historical, reconcile of the historical margin to today and as part of the turnaround, product mix, merchandising mix. Certainly labor and the efficiency within the plant has been an issue. Scrap certainly has been an issue, and we improved on that. And I think the other thing I should call out is global sourcing, global sourcing one of the advantages of merger is we've been able to negotiate better global sourcing for our materials and I think materials are 75% of the bed. Barry? -- give or take. So, it's a big cog and we've done a reasonable good job in negotiating those contracts and that's ex-commodities when I talk about that just to be clear. But I also got to say I think there is more opportunity in global sourcing, and I don't think we're finished there, I don't think, pick your inning, fourth inning, fifth fourth inning of a nine-inning game. So I think we'll continue to do better there.

Thank you. And we have a follow-up question from Carla Casella from JPMorgan. Your line is now open.

Just a quick question about your other products category. It seemed very strong in 2Q both for North America and international. Was there a timing issue here or did you pull some sales forward from 3Q? And how should we think about that business for 3Q in the back half?

Mae, I mentioned on the first quarter call that other products line in North America can be lumpy. That’s our joint venture in North America. It was actually down quite a few million in the first quarter. But we said, hey, look, it’s lumpy, there’s some timing there, and that it would be up in the second quarter meaningfully, and obviously it was despite the Tempur-Pedic pillows that Scott mentioned, there is an opportunity that we are working on, and the team is focused on. So I would look at that as a first half kind of number. But in the second half we continue to see opportunity there, but it’s a lumpy kind of number.

Yes. I mean, I think the bunch [ph] there is hospitality, right?

On the other product line is mostly the JV. On the other channel, would be hospitality, Mae that you were also asking about, on the other channel like. That was up 70% and that’s where the hospitality line is, as well as the internet sales and the direct-to-consumer. And that line I would say is a line that we are clearly very focused on and trying to ramp with our high-margin Tempur to consumer line of business, as well as hospitality where the team’s been very, very focused on, and we see a long-term secular opportunity to grow those lines of business. Operator?

Thank you. That does conclude our question-and-answer session. I would now like to turn the call back over to you, Scott Thompson, for any further remarks.

Thank you. To the 7,000 plus employees worldwide, thank you for what you do every day to make the company successful. To our retail partners, thank you for your outstanding representation of our brands. To our shareholders and lenders, thank you for your confidence in Tempur-Sealy’s leadership team and its Board of Directors. This ends our call today. Thank you, operator.

Ladies and gentlemen, thank you for participating in today’s conference. This concludes today’s program. You may all disconnect. Everyone have a great day.