 Tempur-Pedic International Investor Presentation March 2013 1 Exhibit 99.2 |
 Note Regarding Trademarks, Trade Names and Service Marks: Tempur, Tempur-Pedic, TEMPUR-Cloud Collection, TEMPUR-Cloud Select, TEMPUR-Cloud Supreme, TEMPUR-Cloud Supreme Breeze, TEMPUR-Cloud Luxe, TEMPUR-Cloud Allura, TEMPUR-Cloud Luxe Breeze, TEMPUR-Choice Collection, TEMPUR-Choice Supreme, TEMPUR-Choice Luxe, TEMPUR-Weightless Collection, TEMPUR- Weightless Select, TEMPUR-Weightless Supreme, TEMPUR-Contour Collection, TEMPUR-Contour, TEMPUR-Contour Select, TEMPUR-Contour Signature, TEMPUR-Rhapsody, TEMPUR-Rhapsody Breeze, TEMPUR-Allura, GrandBed, TEMPUR-Simplicity Collection, TEMPUR Original Collection, TEMPUR Sensation Collection, TEMPUR-Ergo Advanced System, TEMPUR-Ergo Premier, TEMPUR-Cloud Pillow, TEMPUR-Neck Pillow, TEMPUR-Symphony Pillow, TEMPUR-Comfort Pillow, TEMPUR-Rhapsody Pillow, and TEMPUR-Traditional Pillow are trademarks, trade names or service marks of Tempur-Pedic International Inc. and its subsidiaries. Sealy, Sealy Posturepedic, Stearns & Foster, and Optimum are trademarks, trade names or service marks of Sealy Corporation and its subsidiaries. All other trademarks, trade names and service marks in this presentation are the property of the respective owners. Forward-Looking Statements 2 This presentation 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," “proposed,” "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 Tempur-Pedic’s or Sealy’s expectations regarding the opportunities and strengths of the combined company, anticipated cost and revenue synergies, the strategic rationale for the combination, including expectations regarding product offerings, growth opportunities, value creation, and financial strength. 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. 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 the ability to successfully integrate Sealy into Tempur-Pedic’s operations and realize synergies from the proposed transaction; general economic, financial and industry conditions, particularly in the retail sector, as well as consumer confidence and the availability of consumer financing; uncertainties arising from global events; the effects of changes in foreign exchange rates on the combined company's reported earnings; consumer acceptance of the combined company's products; industry competition; the efficiency and effectiveness of the combined company's advertising campaigns and other marketing programs; the combined company's ability to increase sales productivity within existing retail accounts and to further penetrate the combined company's domestic retail channel, including the timing of opening or expanding within large retail accounts; the combined company's ability to address issues in certain underperforming international markets; the combined 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; rising commodity costs; the effect of future legislative, regulatory or tax changes; and the possibility that one or more former Sealy stockholders will pursue their rights to an appraisal action in Delaware relating to the Sealy merger. 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. |
 3 Best of Both |
 Strong, Established Management Team 4 Prior Experience Years with Name Position Prior Experience Consumer Products Inter'l Tempur or Sealy Mark Sarvary President and CEO President, Campbell Soup North America CEO, J. Crew Group 5 President, Stouffer's Frozen Food Division at Nestle David Montgomery EVP and President, President, Rubbermaid Europe International VP, Black & Decker Europe, Middle East, Africa 10 Larry Rogers CEO of Sealy President and CEO, Sealy Corporation President, Sealy North America 33 President, Sealy International Dale Williams EVP and CFO CFO, Honeywell Control Products CFO, Saga Systems 10 CFO, GE Information Systems Tim Yaggi COO Group President, Masco Corporation Joined EVP, Whirlpool Corporation 2013 Norelco (Philips) |
 Strategic Benefits of Combination Comprehensive Portfolio of Iconic Brands The most iconic and globally recognized brands in the industry Strong brand recognition across North America, South America, Europe, Asia, and Australia Complementary Product Offering Products for almost every consumer preference and price point Tempur-Pedic’s visco-elastic mattresses, adjustable bases and pillows Sealy’s innerspring and hybrid mattresses Ability to leverage R&D to develop innovative new products Truly Global Footprint Tempur-Pedic: Strong presence in North America, Europe, and Asia Sealy: Well represented in U.S., Canada, Mexico, Argentina, and Asia Significant Value Creation Cost synergy estimate in excess of $40 million by the third year Attractive upside from revenue synergies across organizations Strong Financial Characteristics Significant cash flow characteristics will enable rapid deleveraging Ability to invest in key growth areas 5 |
 Comprehensive Portfolio of Iconic Brands Source: 2012 Mattress Industry Consumer Research – U.S. Market Total Brand Awareness Future Purchase Interest 2004 2006 2008 2010 2012 2004 2006 2008 2010 2012 2004 2006 2008 2010 2012 2004 2006 2008 2010 2012 2004 2006 2008 2010 2012 2004 2006 2008 2010 2012 2004 2006 2008 2010 2012 2004 2006 2008 2010 2012 Leading Brand Awareness with Highest Intent to Purchase 6 |
 Net Sales Breakdown Geography 7 FY12 Total Net Sales $1.4 Billion Mattresses Pillows Other North America International FY12 Total Net Sales $1.3 Billion United States Canada Other Innerspring Specialty Other 15% 8% 77% Product FY12 Total Net Sales $1.4 Billion FY12 U.S. Net Sales $1.0 Billion 2% 12% 86% 67% 11% 22% 69% 31% Last 12-months ended December 31, 2012 for Tempur-Pedic and December 2, 2012 for Sealy. For a discussion of performance, please refer to the 10Q and 10K filings. |
 Range Of Products 8 Innerspring Hybrid Visco Foundations Pillows Accessories Sealy Stearns & Foster Sealy Posturepedic Sealy Posturepedic Sealy Posturepedic TEMPUR-Choice TEMPUR-Rhapsody Breeze Optimum by Sealy Posturepedic TEMPUR-Cloud Luxe Sealy Foundation TEMPUR-Ergo Premier Adjustable Base TEMPUR-Neck Pillow TEMPUR-Traditional Pillow The CampusTopper By Tempur-Pedic TEMPUR Slippers |
 9 1 Retail list price point for queen set. Note: TEMPUR-Choice Collection expected availability 2Q 2013. Mattress Segmentation $2,499-$7,999 $3,499-$3,999 $1,999-$4,999 $2,199-$2,699 $1,399 $1,399-$4,499 $1,299-$3,799 $599-$1,799 $399-$699 U.S. Mattress Brand Portfolio by Retail Price Points 1 |
 1 Last 12-months ended December 31, 2012 for Tempur-Pedic and December 2, 2012 for Sealy (reflecting simple combination of both companies’ results, without any Regulation S-X Article 11 adjustments). 2 Management estimates. Highly Complementary Global and Channel Footprint Last 12-Months Net Sales Retail Doors Broadens presence across price points and technologies World-class innovation capabilities Highly complementary geographic footprint Furniture and bedding retailers Department stores Warehouse / club stores Company-owned flagship stores Direct to consumer Hospitality $2.7 $1.4 $1.3 14,450 16,700 10 ($ in billions) $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 TPX ZZ LTM Broad Customer Base 2 Global Scale 1 North America Int’l North America Int’l 0 5,000 10,000 15,000 20,000 TPX ZZ 1 |
 A Truly Global Company Tempur-Pedic and/or Sealy Presence Source: Company data. Presence includes subsidiaries, joint ventures, third party, and licensee markets. 11 |
 Attractive Upside from Cost Synergies Cost Synergies Sourcing/Manufacturing Raw materials Foundations Adjustable Bases Covers Warehouse/Distribution Improved route efficiency Potential to integrate distribution Backhaul/returns Corporate Expenses Streamline corporate administration Professional fees Indirect sourcing In Excess of $40 Million Expected By Third Year 12 Note: Management estimates. |
 Attractive Upside from Revenue Synergies Revenue Synergies Brands / Technology Channels Global Markets New Product Categories Increased investment and innovation in Sealy and Tempur-Pedic brands Leverage collective IP and technology Leverage Sealy’s competency in Club, Department Stores, and Hospitality Leverage Tempur’s capabilities in Direct and eCommerce Utilize Tempur-Pedic’s and Sealy’s collective strengths in International markets Leverage brand portfolio to expand into new categories (outside of mattresses) 13 |
 Financial Overview |
 15 Use of Non-GAAP Financial Measures Tempur-Pedic International Inc. (the “Company”) has presented the following non-GAAP financial measures in this presentation: adjusted EBITDA of each of the Company and Sealy, and adjusted EBITDA of the combined company. The Company and Sealy each define its non-GAAP adjusted EBITDA to exclude the following: (1) interest expense, net; (2) provision for income taxes; and (3) depreciation and amortization expense. The Company and Sealy also exclude certain unusual items and other adjustments permitted in calculating its respective debt covenants in its debt agreements. The reconciliations of these historical non-GAAP measures to each of Tempur-Pedic’s and Sealy’s GAAP financial measures for the periods presented, are set forth on slide 17. The Company believes the use of these non-GAAP financial measures are useful to investors in comparing the results of operations for comparable periods by eliminating certain of the more significant effects of adjusted EBITDA. These measures also reflect how the Company and Sealy manage their businesses internally. In addition to the adjustments included in the calculation of the Company’s non-GAAP adjusted EBITDA eliminates the effects of financing, income taxes and the accounting effects of capital spending and acquisitions. As with the items eliminated in its calculation of non-GAAP adjusted EBITDA, these items may vary for different companies for reasons unrelated to the overall operating performance of a company’s business. When analyzing Tempur-Pedic’s, Sealy’s and the combined company’s operating performance, investors should not consider these non-GAAP financial measures as a substitute for comparable measures in accordance with GAAP. |
 ($ in millions) Adj. EBITDA & Adj. EBITDA Margin 2 Net Sales 1 1 16 ($ in millions) 2 Adjusted EBITDA Margin reflects Adjusted EBITDA (slide 17) divided by the LTM combined net sales. 1 Last 12-months ended December 31, 2012 for Tempur-Pedic and December 2, 2012 for Sealy (reflecting simple combination of both companies’ results, without any Regulation S-X Article 11 adjustments). 2009 TPX 2010 TPX 2011 TPX 2012 TPX LTM Combined 2009 TPX 2010 TPX 2011 TPX 2012 TPX LTM Combined Tempur-Pedic and LTM Combined 1 Financial Overview |
 17 Adjusted EBITDA Reconciliation 1 Last 12-months ended December 31, 2012 for Tempur-Pedic and December 2, 2012 for Sealy (reflecting simple combination of both companies’ results, without any Regulation S-X Article 11 adjustments). LTM Combined Adjusted EBITDA ($ in millions) 2 Includes Comfort Revolution acquisition costs, noncontrolling interest, and various immaterial adjustments. Tempur-Pedic 1 Sealy 1 Combined 1 Net income (loss) $106.8 ($1.2) $105.6 Interest expense 18.8 89.3 108.1 Income taxes 122.4 12.5 134.9 Depreciation and amortization 42.0 26.4 68.4 EBITDA $290.0 $127.1 $417.1 Transaction costs 8.9 2.5 11.4 Integration costs 2.2 2.2 Refinancing charges 3.7 3.7 Non-cash compensation 8.1 8.1 Restructuring and impairment related charges 1.5 2.4 3.9 Discontinued operations 2.0 2.0 Other 2 4.3 4.3 Adjusted EBITDA $302.6 $150.1 $452.7 |