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TPX > SEC Filings for TPX > Form 8-K/A on 3-Jun-2013All Recent SEC Filings

Show all filings for TEMPUR PEDIC INTERNATIONAL INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for TEMPUR PEDIC INTERNATIONAL INC


3-Jun-2013

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

Pro Forma Information

The unaudited pro forma combined condensed statement of income of Tempur for the three months ended March 31,

2013, and the related explanatory notes, are filed as part of Exhibit 99.3 to this Amendment No. 1 and incorporated herein by reference.

Sealy Information on Other Comprehensive Income (Loss)

Set forth below are disclosures required by Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2011-05, which increases the prominence of items reported in other comprehensive income (loss). In December 2011, the FASB issued ASU 2011-12 which deferred the requirement to present components of reclassifications of other comprehensive income (loss) on the face of the income statement. Sealy adopted the non-deferred provisions of ASU 2011-05 as of December 3, 2012, which did not have a material impact on the consolidated financial statements. The unaudited information on comprehensive income (loss) set forth below should be read in conjunction with Sealy's audited consolidated financial statements and accompanying notes thereto incorporated by reference herein.

                                                                Twelve months ended
                                              December 2,          November 27,          November 28,
                                                 2012                  2011                  2010
                                                          (in thousands of U.S. Dollars)
Net loss                                     $      (1,177 )      $       (9,888 )      $      (13,739 )
Other comprehensive income (loss), net
of tax
Foreign currency translation adjustments             8,077                (5,347 )               8,041
Unrealized gain (loss) on cash flow
hedges, net of tax of $623, ($597), and
$373                                                  (978 )                 884                  (532 )
Net change in pension liabilities, net
of tax of $2,002, $1,906, and ($135)                (3,227 )              (3,051 )                 549

Other comprehensive income (loss), net
of tax                                               3,872                (7,514 )               8,058

Comprehensive income (loss)                          2,695               (17,402 )              (5,681 )
Less: comprehensive loss attributable to
noncontrolling interests                             1,187                    -                     -

Comprehensive income (loss) attributable
to common shareholders                       $       3,882        $      (17,402 )      $       (5,681 )




Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited consolidated balance sheets of Sealy as of December 2, 2012 and November 27, 2011 and the related audited consolidated statements of operations, stockholder's deficit and cash flows for each of the years ended December 2, 2012, November 27, 2011 and November 28, 2010, together with the notes thereto and the auditors' report thereon, are incorporated herein by reference to Sealy's Current Report on Form 8-K filed on April 1, 2013.

The unaudited condensed consolidated balance sheets of Sealy as of March 3, 2013 and December 2, 2012 and the related condensed consolidated statements of operations, stockholder's deficit and cash flows for the three months ended March 3, 2013 and February 26, 2012, together with the notes thereto are filed as Exhibit 99.2 to this Amendment No. 1 and incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma combined condensed financial statements and explanatory notes, as required by this Item 9.01(b) with respect to the transaction described in the Explanatory Note to this Amendment No. 1 and Item 2.01 of the Initial 8-K, are filed as part of Exhibit 99.3 to this Amendment No. 1 and incorporated herein by reference.

Exhibit                                   Description

23.1         Consent of Deloitte & Touche LLP, Independent Registered Public
             Accounting Firm.

99.1(1)      Audited consolidated balance sheets of Sealy as of December 2, 2012
             and November 27, 2011 and the related audited consolidated statements
             of operations, stockholder's deficit and cash flows of Sealy for each
             of the years ended December 2, 2012, November 27, 2011 and November
             28, 2010.

99.2         Unaudited condensed consolidated balance sheets of Sealy as of March
             3, 2013 and December 2, 2012 and the related unaudited condensed
             consolidated statements of operations, stockholder's deficit and cash
             flows for the three months ended March 3, 2013 and February 26, 2012.

99.3         Unaudited pro forma combined condensed financial data for Tempur,
             including: (i) unaudited pro forma combined condensed balance sheet of
             Tempur as of December 31, 2012, (ii) unaudited pro forma combined
             condensed statement of operations of Tempur for the year ended
             December 31, 2012, and (iii) unaudited pro forma combined condensed
             statement of income of Tempur for the three months ended March 31,
             2013, and the related explanatory notes, that give effect to the
             acquisition of Sealy.

(1) Included in Sealy's Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 1, 2013, and incorporated herein by reference.


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