form8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 8-K


CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported) January 22, 2009

TEMPUR-PEDIC INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)


Delaware
001-31922
33-1022198
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
     


1713 Jaggie Fox Way
Lexington, Kentucky  40511
(Address of principal executive offices) (Zip Code)
 

 
(800) 878-8889
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

 
Item 2.02  Results from Operations and Financial Condition

On January 22, 2009, Tempur-Pedic International Inc. (the “Company”) issued a press release to announce its financial results for the fourth quarter, ended December 31, 2008 and the full year, ended December 31, 2008. The Company also issued full year 2009 guidance for net sales and earnings per share. A copy of this press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

The information in this report (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 
Item 7.01  Regulation FD Disclosure

The information furnished under Item 2.02 of this Form 8-K, including Exhibit 99.1 furnished herewith, is hereby incorporated by reference under this Item 7.01 as if fully set forth herein.
 
 
Item 9.01  Financial Statements and Exhibits
 
(d)  Exhibits

Exhibit
Description
 

 
 

 
SIGNATURES
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

                             
Date:  January 22, 2009 
   
  Tempur-Pedic International Inc.  
       
 
By:
/s/ Dale E. Williams  
    Name: Dale E. Williams  
    Title: Executive Vice President, Chief Financial Officer & Secretary  

 
 

 

EXHIBIT INDEX

Exhibit
Description

ex991.htm
Graphic


TEMPUR-PEDIC REPORTS FOURTH QUARTER AND FULL YEAR EARNINGS
 
 
- Reports Fourth Quarter Adjusted EPS of $0.17; GAAP EPS of $0.01
 
LEXINGTON, KY, January 22, 2009Tempur-Pedic International Inc. (NYSE: TPX), the leading manufacturer, marketer and distributor of premium mattresses and pillows worldwide, today announced financial results for the fourth quarter and year ended December 31, 2008. The Company also announced financial guidance for 2009.

FOURTH QUARTER FINANCIAL SUMMARY
 
●  
Adjusted earnings per share (EPS) were $0.17 per diluted share in the fourth quarter of 2008 as compared to GAAP EPS of $0.52 per diluted share in the fourth quarter of 2007. GAAP EPS in the fourth quarter of 2008 was $0.01, and reflects the tax provision related to the previously announced repatriation of foreign earnings. The Company reported adjusted net income of $12.7 million for the fourth quarter of 2008 as compared to GAAP net income of $39.9 million in the fourth quarter of 2007. GAAP net income in the fourth quarter of 2008 was $1.1 million. For additional information regarding adjusted EPS and adjusted net income (which are non-GAAP measures), please refer to the reconciliation and other information included in the attached schedule.
 
●  
Net sales declined 35% to $189.1 million in the fourth quarter of 2008 from $289.0 million in the fourth quarter of 2007. Net sales in the domestic segment declined 39%, while international segment net sales declined 27%. On a constant currency basis, international segment net sales decreased 19%.
 
●  
Mattress units declined 31% globally. Mattress units declined 39% domestically and 21% internationally. Pillow units declined 37% globally. Pillow units declined 48% domestically and 24% internationally.
 
●  
Gross profit margin was 43.0% as compared to 48.8% in the fourth quarter of 2007. The gross profit margin declined as a result of increased commodity costs, fixed cost de-leverage related to lower production volumes, and a significant net sales decline in the higher margin Direct channel, partially offset by efficiencies in manufacturing productivity.
 
●  
Operating profit margin was 13.4% as compared to 23.4% in the fourth quarter of 2007. Operating profit margin decline resulted from gross profit margin declines and operating expense de-leverage related to lower sales levels. The Company reduced operating expenses by $17.3 million to $56.0 million in the fourth quarter of 2008 from $73.3 million in the fourth quarter of 2007.
 
●  
Reflecting the Company’s continued focus on generating cash, operating cash flow increased to $29.5 million in the fourth quarter of 2008 from a use of $3.5 million in the fourth quarter of 2007.
 
●  
During the quarter, the Company reduced Total debt by $99.4 million to $419.3 million. As of December 31, 2008, the Company’s ratio of Funded debt to EBITDA was 2.44 times, well within the covenant in its credit facility, which requires that this ratio not exceed 3.00 times. For additional information about EBITDA and Funded debt (which are non-GAAP measures), please refer to the reconciliation and other information included in the attached schedule.
 
●  
During the quarter, the Company executed the first phase of its previously announced repatriation of foreign earnings. Currently, the Company anticipates repatriating approximately $150.0 million, up from the previously announced $140.0 million. The Company has recorded an $11.6 million tax provision associated with the entire $150.0 million repatriation initiative.
 

 
 

 

FULL YEAR 2008 FINANCIAL SUMMARY
 
●  
Adjusted earnings per share (EPS) were $0.94 per dilueted share for the full year 2008 as compared to GAAP EPS of $1.74 per diluted share for the full year 2007. GAAP EPS was $0.79 for the full year 2008, and includes the tax provision effect related to the previously announced repatriation of foreign earnings.
 
●  
Net sales declined 16% to $927.8 million for the full year 2008 from $1,106.7 million for the full year 2007. Net sales in the domestic segment declined 21%, while international segment net sales declined 6%. On a constant currency basis, international segment net sales decreased 11%.
 
●  
Operating cash flow was $198.4 million for the full year 2008 up from $126.4 million for the full year 2007.
 
●  
For the full year 2008, the Company lowered Total debt by $182.7 million to $419.3 million.
 
Chief Executive Officer Mark Sarvary commented, “During the fourth quarter we executed well in a challenging environment. While consumer spending worsened, we responded quickly to improve earnings. At the same time we substantially improved our balance sheet through a focus on working capital and other cash generating initiatives, including our repatriation. As a result we enter 2009 well positioned financially."

Mr. Sarvary concluded, “As we continue to face this challenging economic environment our goal is to further strengthen our competitive position. Across our operations, we are taking steps to improve margins and reduce costs. At the same time we are focused on a series of strategic initiatives to drive sales in the short term and to position us for growth when the economy recovers.”

Chief Financial Officer Dale Williams commented, “In this economic environment, sales visibility is low. We have established our 2009 sales guidance assuming unit volumes will not improve from the fourth quarter rate coupled with a modest benefit from seasonality and price increases. We are positioned to improve gross margins through productivity and easing commodity costs. We project we will remain in compliance with the covenants in our credit facility.”

2009 Financial Guidance
The Company issued full year 2009 guidance for net sales and earnings per share. It currently expects net sales for 2009 to range from $770 million to $790 million. It currently expects EPS for 2009 to range from $0.70 to $0.90 per diluted share. The Company noted its expectations are based on information available at the time of this release, and are subject to changing conditions, many of which are outside the Company’s control.

Conference Call Information
Tempur-Pedic International will host a live conference call to discuss financial results today, January 22, 2009 at 5:00 p.m. Eastern Time. The dial-in number for the conference call is 888-203-7667. The call is also being webcast and can be accessed on the investor relations section of the Company’s website, www.tempurpedic.com.

For those who cannot listen to the live broadcast, a telephone replay of the call will be available from January 22, 2009 at 8:00 p.m. Eastern Time through January 29, 2009. To listen to the replay, dial 888-203-1112, participant code 4171447.

Forward-looking Statements
This release contains "forward-looking statements,” within the meaning of federal securities laws, which include information concerning one or more of the Company's plans, objectives, goals, strategies, and other information that is not historical information. When used in this release, the words "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes," and variations of such words or similar expressions are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements relating to the Company’s plans to repatriate foreign earnings and further improve financial flexibility and its business; the Company’s initiatives to drive sales and position the Company for growth; and the Company’s expectations regarding net sales and earnings per share for 2009. All forward looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct.

There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained in this release. Numerous factors, many of which are beyond the Company's control, could cause actual results to differ materially from those expressed as forward-looking statements. These risk factors include general economic, financial  and industry conditions, particularly in the retail sector, as well as consumer confidence and the availability of consumer financing; the Company’s ability to reduce expenses to align with reduced sales levels; uncertainties arising from global events; the effects of changes in foreign exchange rates on the Company’s reported earnings; consumer acceptance of the Company’s products; industry competition; the efficiency and effectiveness of the Company’s advertising campaigns and other marketing programs; the Company’s ability to increase sales productivity within existing retail accounts and to further penetrate the US retail channel, including the timing of opening or expanding within large retail accounts; the Company’s ability to address issues in certain underperforming international markets; the Company’s ability to continuously improve and expand its product line, maintain efficient, timely and cost-effective production and delivery of its products, and manage its growth; changes in foreign tax rates, including the ability to utilize tax loss carry forwards; and rising commodity costs. Additional information concerning these and other risks and uncertainties are discussed in the Company's filings with the Securities and Exchange Commission, including without limitation the Company's annual report on Form 10-K under the headings "Special Note Regarding Forward-Looking Statements" and "Risk Factors." 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 for any reason, including to reflect events or circumstances after the date on which such statements are made or to reflect the occurrence of anticipated or unanticipated events or circumstances.
 
About the Company
Tempur-Pedic International Inc. (NYSE:  TPX) manufactures and distributes mattresses and pillows made from its proprietary TEMPUR® pressure-relieving material. It is the worldwide leader in premium sleep. The Company is focused on developing, manufacturing and marketing advanced sleep surfaces that help improve the quality of life for people around the world. The Company’s products are currently sold in over 70 countries under the TEMPUR® and Tempur-Pedic® brand names. World headquarters for Tempur-Pedic International is in Lexington, KY. For more information, visit http://www.tempurpedic.com or call 800-805-3635.

Investor Relations Contact:
Barry Hytinen
Vice President, Investor Relations and Financial Planning & Analysis
800-805-3635
 
 

 
TEMPUR-PEDIC INTERNATIONAL INC. AND SUBSIDIARIES
Consolidated Statements of Income
(In thousands, except per share amounts)

 
Three Months Ended
     
Twelve Months Ended
   
 
December 31,
     
December 31,
   
   
2008
   
2007
 
Chg %
   
2008
   
2007
 
Chg %
Net sales
$
189,121
 
$
288,954
 
(35)%
 
$
927,818
 
$
1,106,722
 
(16)%
Cost of sales
 
107,752
   
147,966
       
526,861
   
571,896
   
Gross profit
 
81,369
   
140,988
 
(42)%
   
400,957
   
534,826
 
(25)%
Selling and marketing expenses
 
34,444
   
48,944
       
172,350
   
193,574
   
General, administrative and other expenses
 
21,604
   
24,363
       
94,743
   
97,138
   
Operating income
 
25,321
   
67,681
 
(63)%
   
133,864
   
244,114
 
(45)%
                               
Other expense, net:
                             
Interest expense, net
 
(5,493
)
 
(9,090
)
     
(25,123
)
 
(30,484
)
 
Other expense, net
 
(324
)
 
(220
)
     
(1,319
)
 
(756
)
 
Total other expense
 
(5,817
)
 
(9,310
)
     
(26,442
)
 
(31,240
)
 
Income before income taxes
 
19,504
   
58,371
 
(67)%
   
107,422
   
212,874
 
(50)%
Income tax provision
 
18,449
   
18,441
       
48,554
   
71,415
   
Net income
$
1,055
 
$
39,930
 
(97)%
 
$
58,868
 
$
141,459
 
(58)%
                               
Earnings per common share:
                             
Basic
$
0.01
 
$
0.53
     
$
0.79
 
$
1.77
   
Diluted
$
0.01
 
$
0.52
     
$
0.79
 
$
1.74
   
Weighted average common shares outstanding:
                             
Basic
 
74,833
   
74,815
       
74,737
   
79,831
   
Diluted
 
74,920
   
76,190
       
74,909
   
81,256
   


 
 

 
 
TEMPUR-PEDIC INTERNATIONAL INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)

 
December 31,
   
December 31,
     
 
2008
   
2007
   
Chg %
ASSETS
                 
                   
Current Assets:
                 
     Cash and cash equivalents
$
15,385
   
$
33,315
     
     Accounts receivable, net
 
99,811
     
163,730
     
     Inventories
 
60,497
     
106,533
     
     Prepaid expenses and other current assets
 
9,233
     
11,133
     
     Deferred income taxes
 
11,888
     
11,924
     
Total Current Assets
 
196,814
     
326,635
   
(40)%
     Property, plant and equipment, net
 
185,843
     
208,370
     
     Goodwill
 
192,569
     
198,286
     
     Other intangible assets, net
 
66,823
     
68,755
     
     Deferred financing costs and other non-current assets
 
4,482
     
4,386
     
Total Assets
$
646,531
   
$
806,432
   
(20)%
                   
LIABILITIES AND STOCKHOLDERS’ EQUITY
                 
                   
Current Liabilities:
                 
     Accounts payable
$
41,355
   
$
56,206
     
     Accrued expenses and other current liabilities
 
65,316
     
66,080
     
     Income taxes payable
 
7,783
     
4,060
     
     Current portion of long-term debt
 
     
288
     
Total Current Liabilities
 
114,454
     
126,634
   
(10)%
     Long-term debt
 
419,341
     
601,756
     
     Deferred income taxes
 
28,371
     
29,645
     
     Other non-current liabilities
 
11,922
     
259
     
Total Liabilities
 
574,088
     
758,294
   
(24)%
                   
Stockholders’ Equity:
                 
Common stock, $.01 par value; 300,000 shares authorized; 99,215 shares issued as of December 31, 2008 and December 31, 2007
 
992
     
992
     
Additional paid in capital
 
291,018
     
283,564
     
Retained earnings
 
281,422
     
241,812
     
Accumulated other comprehensive (loss)/income
 
(12,590
)    
13,550
     
Treasury stock, at cost; 24,382 and 24,681 shares as of December 31, 2008 and December 31, 2007, respectively
 
(488,399
)    
(491,780
)    
Total Stockholders’ Equity
 
72,443
     
48,138
   
51%
                   
Total Liabilities and Stockholders’ Equity
$
646,531
   
$
806,432
   
(20)%
 
 
 

 
TEMPUR-PEDIC INTERNATIONAL INC. AND SUBSIDIARIES
Consolidated Statement of Cash Flows
(In thousands)

 
Twelve Months Ended
 
 
December 31,
 
   
2008
     
2007
 
CASH FLOWS FROM OPERATING ACTIVITIES:
             
Net income
$
58,868
   
$
141,459
 
Adjustments to reconcile net income to net cash provided by operating activities:
             
          Depreciation and amortization
 
32,756
     
33,414
 
          Amortization of deferred financing costs
 
1,060
     
1,029
 
          Amortization of stock-based compensation
 
8,041
     
6,728
 
          Bad debt expense
 
8,110
     
5,997
 
          Deferred income taxes
 
2,423
     
(8,961
)
          Foreign currency adjustments
 
(1,183
)
   
423
 
          Loss on sale of equipment
 
666
     
324
 
          Changes in operating assets and liabilities:
             
               Accounts receivable
 
51,231
     
(20,536
)
               Inventories
 
45,758
     
(38,216
)
               Prepaid expenses and other current assets
 
1,695
     
(3,226
)
               Accounts payable
 
(15,676
)
   
1,861
 
               Accrued expenses and other current liabilities
 
535
     
3,532
 
               Income taxes
 
4,110
     
2,533
 
Net cash provided by operating activities
 
198,394
     
126,361
 
               
CASH FLOWS FROM INVESTING ACTIVITIES:
             
Payments for trademarks and other intellectual property
 
(870
)
   
(1,057
)
Purchases of property, plant and equipment
 
(10,494
)
   
(16,149
)
Acquisition of businesses, net of cash acquired
 
(1,529
)
   
(5,805
)
Proceeds from sale of equipment
 
384
     
140
 
Proceeds from escrow settlement
 
7,141
     
 
Net cash used by investing activities
 
(5,368
)
   
(22,871
)
               
CASH FLOWS FROM FINANCING ACTIVITIES:
             
Proceeds from long-term revolving credit facility
 
127,383
     
420,547
 
Repayments of long-term revolving credit facility
 
(251,536
)
   
(146,293
)
Repayments of long-term debt
 
(1,359
)
   
(45,488
)
Proceeds from Series A Industrial Revenue Bonds
 
     
15,380
 
Repayments of Series A Industrial Revenue Bonds
 
(57,785
)
   
(5,760
)
        Proceeds from the issuance of common stock
 
695
     
8,175
 
Excess tax benefit from stock based compensation
 
399
     
11,073
 
Treasury stock repurchased
 
     
(319,884
)
Dividends paid to stockholders
 
(17,933
)
   
(23,811
)
Payments for deferred financing costs and other
 
(14
)
   
(1,581
)
Net cash used by financing activities
 
(200,150
)
   
(87,642
)
               
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH
 
(10,806
)
   
1,679
 
               
(Decrease) increase in cash and cash equivalents
 
(17,930
)
   
17,527
 
               
CASH AND CASH EQUIVALENTS, beginning of period
 
33,315
     
15,788
 
               
CASH AND CASH EQUIVALENTS, end of period
$
15,385
   
$
33,315
 
 
 

 

Summary of Channel Sales
The Company generates sales through four distribution channels: retail, direct, healthcare and third party.  The retail channel sells to furniture, specialty and department stores globally.  The direct channel sells directly to consumers.  The healthcare channel sells to hospitals, nursing homes, healthcare professionals and medical retailers.  The third party channel sells to distributors in countries where Tempur-Pedic International does not operate its own distribution company.

The following table highlights net sales information, by channel and by segment, for the fourth quarter of 2008 compared to 2007:

($ in thousands)
 
 
CONSOLIDATED
 
DOMESTIC
 
INTERNATIONAL
 
 
Three Months Ended
 
Three Months Ended
 
Three Months Ended
 
 
December 31,
 
December 31,
 
December 31,
 
 
2008
 
2007
 
2008
 
2007
 
2008
 
2007
 
                                     
Retail
  $ 157,652     $ 238,556     $ 93,332     $ 153,498     $ 64,320     $ 85,058  
Direct
    10,098       18,996       8,496       16,084       1,602       2,912  
Healthcare
    10,638       15,434       3,226       4,897       7,412       10,537  
Third Party
    10,733       15,968       3,342       4,295       7,391       11,673  
Total
  $ 189,121     $ 288,954     $ 108,396     $ 178,774     $ 80,725     $ 110,180  

Summary of Product Sales
A summary of net sales by product is reported below:

($ in thousands)
 
 
CONSOLIDATED
 
DOMESTIC
 
INTERNATIONAL
 
 
Three Months Ended
 
Three Months Ended
 
Three Months Ended
 
 
December 31,
 
December 31,
 
December 31,
 
 
2008
 
2007
 
2008
 
2007
 
2008
 
2007
 
                                     
Mattresses
  $ 124,755     $ 196,614     $ 75,695     $ 129,054     $ 49,060     $ 67,560  
Pillows
    25,990       41,020       10,591       19,987       15,399       21,033  
Other
    38,376       51,320       22,110       29,733       16,266       21,587  
Total
  $ 189,121     $ 288,954     $ 108,396     $ 178,774     $ 80,725     $ 110,180  


 
 

 

Summary of Channel Sales
The following table highlights net sales information, by channel and by segment, for the full year of 2008 compared to 2007:

($ in thousands)
 
 
CONSOLIDATED
 
DOMESTIC
 
INTERNATIONAL
 
 
Twelve Months Ended
 
Twelve Months Ended
 
Twelve Months Ended
 
 
December 31,
 
December 31,
 
December 31,
 
 
2008
 
2007
 
2008
 
2007
 
2008
 
2007
 
                                     
Retail
  $ 781,105     $ 919,913     $ 500,513     $ 625,904     $ 280,592     $ 294,009  
Direct
    47,597       79,748       39,666       68,865       7,931       10,883  
Healthcare
    47,087       50,846       15,276       15,725       31,811       35,121  
Third Party
    52,029       56,215       15,249       14,855       36,780       41,360  
Total
  $ 927,818     $ 1,106,722     $ 570,704     $ 725,349     $ 357,114     $ 381,373  

Summary of Product Sales
A summary of net sales by product is reported below:

($ in thousands)
 
 
CONSOLIDATED
 
DOMESTIC
 
INTERNATIONAL
 
 
Twelve Months Ended
 
Twelve Months Ended
 
Twelve Months Ended
 
 
December 31,
 
December 31,
 
December 31,
 
 
2008
 
2007
 
2008
 
2007
 
2008
 
2007
 
                                     
Mattresses
  $ 631,308     $ 768,530     $ 412,295     $ 535,706     $ 219,013     $ 232,824  
Pillows
    117,900       142,114       50,772       68,342       67,128       73,772  
Other
    178,610       196,078       107,637       121,301       70,973       74,777  
Total
  $ 927,818     $ 1,106,722     $ 570,704     $ 725,349     $ 357,114     $ 381,373  


 
 

 
TEMPUR-PEDIC INTERNATIONAL INC. AND SUBSIDIARIES
Reconciliation of Adjusted Net income, Adjusted Earnings per share,
EBITDA to Net Income and Funded debt to Total debt
Non-GAAP Measures
(In thousands, except per share amounts)

The Company provides information regarding Adjusted Net income, Adjusted Earnings per share, EBITDA and Funded debt which are not recognized terms under GAAP (Generally Accepted Accounting Principles) and do not purport to be alternatives to Net income as a measure of operating performance or Total debt. Because not all companies use identical calculations, these presentations may not be comparable to other similarly titled measures of other companies. A reconciliation of Adjusted Net income, Adjusted Earnings per share and EBITDA to the Company’s Net income and Earnings per share and a reconciliation of Funded debt to Total debt are provided below. Management believes that the use of these non-GAAP financial measures provides investors with additional useful information with respect to the impact of the repatriation of foreign earnings. Management also believes that the use of EBITDA and Funded debt provides investors with useful information with respect to the terms of the Company’s credit facility.

Reconciliation of Adjusted Net income to Net income

The following table sets forth the reconciliation of the Company’s reported Net income for the twelve months ended December 31, 2008 to the calculation of Adjusted Net income for the three and twelve months ended December 31, 2008:

   
Three Months Ended
   
Twelve Months Ended
 
   
December 31, 2008
   
December 31, 2008
 
             
GAAP Net income
  $ 1,055     $ 58,868  
Plus:
               
Tax provision related to repatriation of foreign earnings
    11,631       11,631  
Adjusted Net income
  $ 12,686     $ 70,499  
GAAP Earnings per share, diluted
  $ 0.01     $ 0.79  
Tax provision related to repatriation of foreign earnings
    0.16       0.15  
Adjusted Earnings per share, diluted
  $ 0.17     $ 0.94  

Reconciliation of EBITDA to Net income

The following table sets forth the reconciliation of the Company’s reported Net income for the twelve months ended December 31, 2008 to the calculation of EBITDA for the twelve months ended December 31, 2008:

   
Twelve Months Ended
 
   
December 31, 2008
 
       
GAAP Net income
  $ 58,868  
Plus:
       
   Interest expense
    25,123  
   Income taxes
    48,554  
   Depreciation & Amortization
    40,797  
EBITDA
  $ 173,342  


 
 

 

Reconciliation of Funded debt to Total debt

The following table sets forth the reconciliation of the Company’s reported Total debt to the calculation of Funded debt:

   
As of
 
   
December 31, 2008
 
       
GAAP basis Total debt
  $ 419,341  
Plus:
       
   Letters of credit outstanding
    2,871  
Funded debt
  $ 422,212  

Calculation of Funded debt to EBITDA

   
As of
 
   
December 31, 2008
 
       
       
Funded debt
  $ 422,212  
EBITDA
    173,342  
   
2.44 times