Form 8-K

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): July 18, 2006

 


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):

 

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

 

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

 

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

 

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

 



Item 1.01 Entry into a Material Definitive Agreement.

On July 18, 2006, Tempur-Pedic International Inc. (the “Company”) entered into an Employment and Non-Competition Agreement (the “Employment Agreement”) with Richard Anderson, Executive Vice President and President, North America of the Company. On July 18, 2006, the Compensation Committee of the Board of Directors granted Mr. Anderson an option to acquire up to one hundred thousand (100,000) shares of Company’s common stock, $0.01 par value per share (the “Option Award”).

The Employment Agreement is effective as of July 18, 2006, the date of Mr. Anderson’s appointment as Executive Vice President and President, North America of the Company, for an initial one year term and will automatically renew for one year periods subject to a ninety (90) days notice of decision not renew by either the Company or Mr. Anderson. The Employment Agreement provides for, among other things, an initial base salary of $300,000 per year, eligibility to earn an annual performance based bonus targeted to be an amount equal to fifty percent (50%) of the base salary for that year, and a $600.00 per month automobile allowance. In addition, Mr. Anderson agreed not to compete with the Company during his employment with the Company and for two years following his termination of employment and not to solicit any employees of the Company for two years after the termination of employment.

The Option Award grants Mr. Anderson an option to purchase one hundred thousand (100,000) shares of the Company’s common stock, $0.01 par value per share, at an exercise price of $13.16, subject to the applicable vesting schedule. The vesting schedule provides that twenty-five percent (25%) of the shares shall become exercisable on the first anniversary of the Option Award, and for every annual anniversary date thereafter, twenty-five percent (25%) of such shares shall become exercisable until all shares have vested.

Item 2.02 Results from Operations and Financial Condition

On July 20, 2006, the Company issued a press release to announce its financial results for the second quarter ended June 30, 2006. This press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

The information in Item 2.02 of 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

On July 20, 2006, the Company issued a press release announcing the appointment of Mr. Anderson as Executive Vice President and President, North America of the Company. A copy of this press release is furnished as Exhibit 99.2 to this report.

The information filed under Item 1.01 and furnished under Item 2.02 of this Form 8-K, including Exhibits 99.1 and 99.2 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

99.1    Press Release dated July 20, 2006, entitled “Tempur-Pedic Reports Second Quarter EPS Up 25% to $0.30”
99.2    Press Release dated July 20, 2006, entitled “Tempur-Pedic Announces Rick Anderson as EVP and President, North America”


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: July 20, 2006

 

Tempur-Pedic International Inc.
By:  

/s/ H. Thomas Bryant

Name:   H. Thomas Bryant
Title:   President and Chief Executive Officer


EXHIBIT INDEX

 

Exhibit   

Description

99.1    Press Release dated July 20, 2006, entitled “Tempur-Pedic Reports Second Quarter EPS Up 25% to $0.30”
99.2    Press Release dated July 20, 2006, entitled “Tempur-Pedic Announces Rick Anderson as EVP and President, North America”
Press Release dated July 20, 2006

Exhibit 99.1

LOGO

Contact: Tempur-Pedic Investor Relations, 800-805-3635

TEMPUR-PEDIC REPORTS SECOND QUARTER EPS UP 25% TO $0.30

Net Sales Up 14% to $219 million

Increases Full Year 2006 Earnings Per Share Guidance

LEXINGTON, KY, July 20, 2006 – Tempur-Pedic International Inc. (NYSE: TPX), the leading manufacturer, marketer and distributor of viscoelastic and premium mattresses and pillows worldwide, today announced net sales and earnings for the second quarter ended June 30, 2006.

Second Quarter 2006 Summary

 

    Net sales rose 14% to $219.0 million from $192.6 million in the second quarter of 2005. Retail channel sales increased 21% in the U.S. and 21% worldwide. Sales in the U.S. furniture retail channel were especially strong, with an increase of 29%. Sales in the international retail channel increased 20%.

 

    Earnings per share (EPS) rose 25% to $0.30 per diluted share in the second quarter of 2006 from $0.24 per diluted share in the second quarter of 2005. Share repurchases completed in the second quarter of 2006 contributed less than half a cent to second quarter 2006 fully diluted EPS.

 

    Worldwide, mattress unit growth increased 17%. Domestic mattress unit growth was especially strong increasing 22%.

 

    Cash flow provided by operations increased to $35.0 million in the second quarter of 2006 from $15.0 million in the second quarter of 2005. The increase was principally driven by improved working capital. For the six months ended June 30, 2006, cash flow provided by operations increased to $86.5 million from $49.1 million for the six months ended June 30, 2005.

 

    The Company made a voluntary prepayment of $20.5 million on its European term loan, in excess of its scheduled principal payment of $4.9 million, for a total principal reduction of $25.4 million. This is the second consecutive quarter during which the Company has made a voluntary prepayment in excess of $20 million on its European term loan.

 

    During the second quarter, the Company purchased 3.3 million shares of its common stock at a total cost of $45.8 million.

President and Chief Executive Officer H. Thomas Bryant commented, “Tempur-Pedic International turned in another solid quarter of net sales and earnings in the second quarter. We believe the initiatives we put in place to accelerate growth are gaining momentum and we are succeeding in our efforts to control costs. In addition, we continued to selectively add high quality retail partner stores reflecting our strategy to ensure improved established account and new store productivity.

Bryant continued, “We benefited from ongoing efforts to improve the overall financial strength of the business in the second quarter. Strong performance throughout our operations generated significantly improved mattress unit growth, working capital and productivity.


“Late in the second quarter, we began shipping our two new high-end U.S. mattresses, ‘The GrandBed by Tempur-Pedic™’ and ‘The RhapsodyBed by Tempur-Pedic™’. Dealer interest in both models has exceeded our expectations and we experienced stock outs. As a result, we had to allocate new products to select dealers. We anticipate fulfilling these orders in the third quarter.

“In July, we began shipping the redesigned Classic model following a successful close-out program on remaining inventory of the old Classic. Dealer and consumer interest for all of our new models continues to be strong and we currently expect to expand floor space throughout the second half of the year.

“Internationally, we continue to experience strong mattress growth across our retail markets. Our premium products are enjoyed by consumers throughout the world, and, in fact, we believe no U.S. bedding manufacturer has more substantial company-owned foreign operations than Tempur-Pedic. Reflecting international strength, we voluntarily prepaid $20.5 million on our European term loan, which coupled with our scheduled principal payment reduced international debt by $25.4 million.”

Chief Financial Officer Dale Williams noted, “While our strategy for growth through retail and mattress share gains has been effective, we continue to be affected by channel and product mix. Direct sales are down and pillow sales are flat versus prior year, which has negative implications for gross margin. In addition, gross margin was slightly impacted by the close-out of the old Classic. However, initiatives to generate productivity improvements and cost reductions throughout our manufacturing and supply chain operations have yielded significant benefits. As a result of these initiatives, we currently expect gross margin to improve during the second half of the year.”

Bryant concluded, “The viscoelastic bedding category created by Tempur-Pedic 15 years ago continues to expand and take market share from innerspring mattress manufacturers. As Tempur-Pedic scales toward our goal of becoming the world’s largest mattress manufacturer, we will continue to ensure we have the business infrastructure and management team aligned to support this growth. To that end, I am pleased to announce the appointment of Rick Anderson to the newly created position of Executive Vice President and President, North America. Rick brings more than 23 years of global management, marketing and sales experience. In this new role, Rick will lead our North American sales and marketing organizations.”

Share Repurchase Program

During the second quarter of 2006, the Company purchased 3.3 million shares of its common stock for a total cost of $45.8 million. From the commencement of the repurchase program on October 20, 2005 through the end of the second quarter of 2006, the Company has purchased 18.1 million shares of its common stock for a total cost of $220.0 million.

2006 Guidance

The Company confirmed its previous guidance for net sales and increased guidance for GAAP diluted earnings per share for full year 2006. The Company continues to expect full year 2006 net sales to range from $940.0 million to $970.0 million, an increase of 12% to 16% over 2005. The Company increased its full year 2006 guidance for GAAP diluted earnings per share to reflect shares repurchased during the second quarter of 2006, interest expense on associated borrowings and charges related to recent incentive stock option grants. Compared to the Company’s previous GAAP EPS guidance of $1.24 to $1.29, the Company currently expects GAAP diluted earnings per share for 2006 to range from $1.26 to $1.31, which would represent an increase of 30% to 35% over the Company’s GAAP EPS for 2005. The Company also notes that 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 with President and Chief Executive Officer H. Thomas Bryant, and Chief Financial Officer Dale Williams to discuss second quarter financial results today, July 20, 2006 at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time). The dial-in number for the conference call is 866-825-3209, conference ID#19456521. The call is also being webcast, and can be accessed at http://www.tempurpedic.com/ir.

For those who cannot listen to the live broadcast, a replay of the call will be available from July 20, 2006 at 8:00 p.m. Eastern Time through July 27, 2006. To listen to the telephone replay, dial 888-286-8010, conference ID #17893545.

An archived webcast will also be available on the Tempur-Pedic International investor relations website at http://www.tempurpedic.com/ir.

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. All forward-looking statements, including without limitation, statements relating to the impact of initiatives to accelerate growth and maintain costs, the rollout and market acceptance of new products, and expectations regarding floor expansion in the retail channel, gross margin improvement and net sales and net income for 2006, 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 and industry conditions and consumer confidence; 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 further penetrate the US retail furniture channel, including the timing of opening or expanding within large retail accounts; the Company’s ability to continuously improve its product line, maintain efficient, timely and cost-effective production and delivery of its products, and manage its growth; 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 Swedish Mattresses and Neck Pillows™ made from its TEMPUR® pressure-relieving material: a proprietary material that conforms to the body to provide support and help alleviate pressure points. 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.


TEMPUR-PEDIC INTERNATIONAL INC. AND SUBSIDIARIES

Consolidated Statements of Income

(In thousands, except per share amounts)

 

     Three Months Ended
June 30,
          Six Months Ended
June 30,
       
     2006     2005     Chg %     2006     2005     Chg %  

Net sales

   $ 218,962     $ 192,615     14 %   $ 447,548     $ 414,994     8 %

Cost of sales

     112,446       94,080         229,778       202,216    
                                    

Gross profit

     106,516       98,535     8 %     217,770       212,778     2 %

Selling and marketing expenses

     40,353       38,149         85,095       83,118    

General and administrative expenses

     17,950       15,276         36,405       34,366    

Research and development expenses

     951       513         1,791       1,317    
                                    

Operating income

     47,262       44,597     6 %     94,479       93,977     1 %

Other income (expense), net:

            

Interest expense, net

     (6,217 )     (4,864 )       (10,674 )     (10,227 )  

Loss on extinguishment of debt

     —         —           —         (717 )  

Other income (expense), net

     (55 )     412         (148 )     327    
                                    

Total other expense

     (6,272 )     (4,452 )       (10,822 )     (10,617 )  

Income before income taxes

     40,990       40,145         83,657       83,360    

Income tax provision

     14,878       15,295         30,652       31,760    
                                    

Net income

   $ 26,112     $ 24,850     5 %   $ 53,005     $ 51,600     3 %
                                    

Earnings per share:

            

Basic

   $ 0.31     $ 0.25       $ 0.61     $ 0.52    
                                    

Diluted

   $ 0.30     $ 0.24       $ 0.59     $ 0.50    
                                    

Weighted average shares outstanding:

            

Basic

     84,377       98,792         86,848       98,607    
                                    

Diluted

     87,460       103,431         90,246       103,315    
                                    


TEMPUR-PEDIC INTERNATIONAL INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except per share amounts)

 

     June 30,
2006
    December 31,
2005
    Chg %  

ASSETS

      

Current Assets:

      

Cash and cash equivalents

   $ 15,812     $ 17,855    

Accounts receivable, net

     123,916       111,726    

Inventories

     71,773       81,064    

Prepaid expenses and other current assets

     11,336       11,072    

Income taxes receivable

     —         19    

Deferred income taxes

     7,819       6,532    
                  

Total Current Assets

     230,656       228,268     1 %

Property, plant and equipment, net

     206,519       193,224    

Goodwill

     200,045       199,962    

Other intangible assets, net

     72,414       73,908    

Deferred financing and other non-current assets, net

     6,969       6,949    
                  

Total Assets

   $ 716,603     $ 702,311     2 %
                  

LIABILITIES AND STOCKHOLDERS’ EQUITY

      

Current Liabilities:

      

Accounts payable

   $ 37,590     $ 33,639    

Accrued expenses and other

     63,276       56,570    

Income taxes payable

     12,410       —      

Current portion of long-term debt

     22,673       30,770    
                  

Total Current Liabilities

     135,949       120,979     12 %

Long-term debt

     394,461       313,711    

Deferred income taxes

     39,262       40,386    

Other non-current liabilities

     720       906    
                  

Total Liabilities

     570,392       475,982     20 %

Stockholders’ Equity:

      

Common stock, $.01 par value; 300,000 shares authorized; 99,215 shares issued as of June 30, 2006 and December 31, 2005

     992       992    

Additional paid in capital

     261,092       255,369    

Deferred stock compensation, net of amortization of $13,219 and $12,312 as of June 30, 2006 and December 31, 2005, respectively

     (1,289 )     (2,196 )  

Retained earnings

     84,179       46,245    

Accumulated other comprehensive income

     2,293       1,137    

Treasury stock, at cost; 16,362 and 6,767 shares as of June 30, 2006 and December 31, 2005, respectively

     (201,056 )     (75,218 )  
                  

Total Stockholders’ Equity

     146,211       226,329     (35 )%
                  

Total Liabilities and Stockholders’ Equity

   $ 716,603     $ 702,311     2 %
                  


TEMPUR-PEDIC INTERNATIONAL INC. AND SUBSIDIARIES

Consolidated Statement of Cash Flows

(In thousands)

 

     Six Months Ended
June 30,
       
     2006     2005     Chg %  

CASH FLOWS FROM OPERATING ACTIVITIES:

      

Net income

   $ 53,005     $ 51,600    

Adjustments to reconcile net income to net cash provided by operating activities:

      

Depreciation and amortization

     12,373       12,590    

Amortization of deferred financing costs

     820       1,303    

Loss on extinguishment of debt

     —         717    

Amortization of stock-based compensation

     1,504       1,649    

Allowance for doubtful accounts

     1,491       1,310    

Deferred income taxes

     (2,411 )     (1,561 )  

Foreign currency adjustments

     274       194    

Loss on sale of equipment and other

     288       575    

Changes in operating assets and liabilities:

      

Accounts receivable

     (9,516 )     (9,114 )  

Inventories

     10,871       (18,057 )  

Prepaid expenses and other current assets

     72       1,133    

Accounts payable

     2,231       (1,597 )  

Accrued expenses and other

     3,575       (4,983 )  

Income taxes payable/receivable

     11,933       13,365    
                  

Net cash provided by operating activities

     86,510       49,124     76 %

CASH FLOWS FROM INVESTING ACTIVITIES:

      

Payments for trademarks and other intellectual property

     (503 )     (1,138 )  

Purchases of property, plant and equipment

     (18,561 )     (48,726 )  

Proceeds from sale of equipment

     31       182    
                  

Net cash used by investing activities

     (19,033 )     (49,682 )   62 %

CASH FLOWS FROM FINANCING ACTIVITIES:

      

Proceeds from long-term revolving credit facility

     133,500       53,000    

Repayments of long-term revolving credit facility

     (13,000 )     (17,000 )  

Repayments of long-term debt

     (52,873 )     (32,276 )  

Repayments of Series A Industrial Revenue Bonds

     (1,920 )     —      

Common stock issued, including reissuances of treasury stock

     2,851       1,697    

Excess tax benefit from stock based compensation

     5,140       —      

Treasury stock repurchased

     (144,000 )     —      

Payments for deferred financing costs

     (702 )     —      
                  

Net cash (used) / provided by financing activities

     (71,004 )     5,421     (1410 )%

NET EFFECT OF EXCHANGE RATE CHANGES ON CASH

     1,484       (5,063 )  
                  

Decrease in cash and cash equivalents

     (2,043 )     (200 )  

CASH AND CASH EQUIVALENTS, beginning of period

     17,855       28,368    
                  

CASH AND CASH EQUIVALENTS, end of period

   $ 15,812     $ 28,168     (44 )%
                  


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 second quarter of 2006 compared to 2005:

($ in thousands)

     CONSOLIDATED    DOMESTIC    INTERNATIONAL
     Three Months Ended
June 30,
   Three Months Ended
June 30,
   Three Months Ended
June 30,
     2006    2005    2006    2005    2006    2005

By Sales Channel

                 

Retail

   $ 173,351    $ 143,642    $ 117,634    $ 97,109    $ 55,717    $ 46,533

Direct

     20,353      26,166      18,125      22,222      2,228      3,944

Healthcare

     10,204      10,605      2,924      2,594      7,280      8,011

Third Party

     15,054      12,202      3,983      2,129      11,071      10,073
                                         

Total

   $ 218,962    $ 192,615    $ 142,666    $ 124,054    $ 76,296    $ 68,561
                                         

Summary of Product Sales

A summary of net sales by product is reported below:

($ in thousands)

     CONSOLIDATED    DOMESTIC    INTERNATIONAL
     Three Months Ended
June 30,
   Three Months Ended
June 30,
   Three Months Ended
June 30,
     2006    2005    2006    2005    2006    2005

Net Sales

                 

Mattresses

   $ 149,870    $ 130,788    $ 105,149    $ 91,022    $ 44,721    $ 39,766

Pillows

     29,050      28,579      12,625      12,010      16,425      16,569

Other

     40,042      33,248      24,892      21,022      15,150      12,226
                                         

Total

   $ 218,962    $ 192,615    $ 142,666    $ 124,054    $ 76,296    $ 68,561
                                         

Units Sold(1)

                 

Mattresses

     178,742      152,837      105,115      86,436      73,627      66,401

Pillows

     575,044      585,257      244,280      252,327      330,764      332,930

(1) Units sold represent net sales after consideration of returned mattresses and pillows and excludes units shipped to fulfill warranty claims and promotional activities.
Press Release dated July 20, 2006

EXHIBIT 99.2

LOGO

Investor Relations Contact:

Tempur-Pedic Investor Relations

800-805-3635

Press Contact:

Amy Page: amy.page@edelman.com

404-262-3000

Tempur-Pedic Announces Rick Anderson as EVP and President, North America

Gillette veteran brings 20+ years of retail and brand management experience

LEXINGTON, Ky., July 20, 2006 – Tempur-Pedic International Inc. (NYSE: TPX), the leading manufacturer, marketer and distributor of viscoelastic and premium mattresses and pillows worldwide, today announced Rick Anderson, consumer sales and marketing veteran, has joined Tempur-Pedic as Executive Vice President and President, North America. Anderson joins Tempur-Pedic from Procter & Gamble after a long career with The Gillette Company, which became part of P&G in 2005.

In this newly created position, Anderson will report directly to Chief Executive Officer H. Thomas Bryant and be responsible for the strategic leadership and operating results of Tempur-Pedic’s business in North America. Anderson’s responsibilities as President, North America will include consumer marketing, sales, and Tempur-Pedic Medical, Inc.

“As Tempur-Pedic continues to drive market growth through product innovation and advanced bedding technologies, it is extremely valuable to have someone with Rick’s consumer product experience join the Tempur-Pedic management team,” said Bryant. ”Rick has an outstanding track record in the consumer products market with a breadth of marketing and sales experience, a proven record of brand building results, and an outstanding commitment to organizational excellence. We believe he will have an immediate, positive influence on our North American operations.”

Anderson brings to Tempur-Pedic more than 23 years of international and domestic management, marketing and sales experience. At Gillette, Anderson played a critical role, most recently as vice president marketing for Oral-B and Braun in North America. Previously, Anderson was vice president of global business management for Duracell, overseeing consumer marketing, branding, product development and strategic planning worldwide.

“Tempur-Pedic is a brand I have long admired for its product innovation, customer loyalty and market development,” Anderson said. “Tempur-Pedic has outstanding products and technology, increasing brand awareness, and an industry-leading sales and marketing organization. I see strong prospects to build on the company’s momentum and enthusiastically look forward to being a part of Tempur-Pedic’s future.”

Anderson holds graduate and undergraduate degrees from Virginia Tech.


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. All forward-looking statements, including without limitation, statements relating to the impact of Rick Anderson’s influence on North American operations and the prospects for building on the Company’s momentum, 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 and industry conditions and consumer confidence; 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 further penetrate the US retail furniture channel, including the timing of opening or expanding within large retail accounts; the Company’s ability to continuously improve its product line, maintain efficient, timely and cost-effective production and delivery of its products, and manage its growth; 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) manufacturers and distributes Swedish Mattresses and Neck PillowsTM made from its TEMPUR® pressure-relieving material: a proprietary material that conforms to the body to provide support and help alleviate pressure points. 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 www.tempurpedic.com or call 800-805-3635.

Tempur-Pedic®, TEMPUR®, and Swedish Sleep Systems® are registered trademarks of Tempur-Pedic International in the U.S. and in other countries. Other brand names, products and trademarks are property of their respective owners.

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