Tempur Sealy(TPX)2023-02-17 21:07International Operations - The company generated approximately 26.9% of its net sales outside of the U.S. for the year ended December 31, 2022[101] - The company faces risks from international operations, including compliance with foreign laws and foreign exchange exposure[102] Taxation - The company is a participant in the Advance Pricing Agreement Program for tax years 2012 through 2024, which may impact its income tax expense and effective tax rate[100] - The company recorded an income tax benefit in the fourth quarter of 2022 due to a preliminary framework agreed upon with the Danish Tax Authority[100] - The Inflation Reduction Act of 2022 introduces a 1% excise tax on share repurchases, effective for tax years beginning in 2023, which may impact the program[115] Dividends and Share Repurchase - The company declared a quarterly cash dividend of 11 cents per share for the first quarter of 2023[111] - The share repurchase program authorized in 2016 allowed the company to repurchase 55.2 million shares for approximately 779.5 million remaining under the share repurchase authorization[115] - The company’s share repurchase program may be suspended or terminated at any time, influenced by market conditions and other factors[115] Regulatory and Compliance Risks - The company is subject to various regulatory requirements, including health and environmental regulations, which may expose it to liability[103] - The company may face challenges related to pricing and promotional allowance policies, which could lead to significant costs if challenged by regulators[107] Financial Leverage and Operational Flexibility - The company operates with a certain amount of leverage, which may limit its operational flexibility and ability to respond to changing business conditions[97] Pension Plans - The company participates in multi-employer pension plans that are currently underfunded, which may require additional cash payments[105] Climate Change Risks - The company is exposed to risks related to climate change, which could adversely impact its operations and financial condition[108] Anti-Takeover Provisions - Delaware law and the company's bylaws contain anti-takeover provisions that could delay or discourage mergers not approved by the Board of Directors[116] - These anti-takeover provisions may limit the price investors are willing to pay for shares in the future[116] - The Board of Directors may adopt a stockholder rights agreement that could further complicate unapproved acquisitions[116]