![GRAPHIC](https://capedge.com/proxy/8-K/0001104659-11-037460/g161421mmi030.gif)
| 29 Illustrative Share Count Roll Forward Below find an illustrative example of the diluted share count. There are many other factors that effect share count, listed below. You should not refer to this table as guidance for actual diluted share count. Other factors affecting diluted share count, which have been assumed to remain constant in the analysis above: Prices of Sealy common stock remain constant No additional conversions of convertible debt No additional grants, forfeitures or cancellations of equity-based incentive awards to employees or directors Sealy reports net income from continuing operations in each period (net loss would result in diluted shares equal to basic shares) No repurchases of outstanding shares Assumes convertible notes have a dilutive effect on earnings per share Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Basic share count 1 98,040 100,549 100,549 100,549 100,549 100,549 Effect of dilutive securities: Convertible notes 2 196,610 200,542 204,553 208,644 212,817 217,073 Stock options 796 817 837 847 848 849 Restricted share units 1 8,669 4,852 5,626 6,321 6,988 7,528 Other 428 428 428 428 428 428 Diluted share count 304,543 307,188 311,993 316,789 321,630 326,427 Beginning diluted share count 304,543 307,188 311,993 316,789 321,630 Repurchase of shares upon vesting of RSUs on 6/12/11 (1,467) — — — — Incremental shares for adjustment in unrecognized compensation cost 180 794 705 668 541 Incremental shares for PIK interest on Convertible Notes 3 3,932 4,011 4,091 4,173 4,256 Ending diluted share count 307,188 311,993 316,789 321,630 326,427 1 Gives effect to the vesting of RSUs and related share repurchases as of 6/12/11 2 Gives effect to number of PIK notes to be included on a weighted average basis. 3 In the second quarter of fiscal 2011, the convertible notes were considered anti-dilutive for the purposes of determining earnings per share and, as such, were excluded from the diluted share count. |